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Stay Green Inc - FY2017-010-07 AMENDMENT NO.3 TO AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT NO.3 TO THE AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No 3") is by and between the CITY OF RANCHO PALOS VERDES ("City") and STAY GREEN, INC., a California corporation ("Consultant") is effective as of January 18, 2022 RECITALS A City and Contractor entered into that certain Agreement for Contractual Services dated February 1, 2017 ("Agreement") whereby Contractor agreed to piovide all wo•L, labor, matenals, equipment,and services as set forth in the bid documents for the project entitled"Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services" (the "Services") B The Term of the Agreement was from February 1, 2017 to January 31, 2020 The total not-to-exceed Contract Sum for the Agreement was $3,224,909 52, with an annual not-to- exceed amount of $1,074,969 84 The Agreement also provided for three(3)one-year options to renew,based on Contractor performance and mutual written consent C On October 17, 2017, the City and Contractor entered into Amendment No 1 to the Agreement to increase the Contractor's level of effort by increasing the landscaping crew and supplying all necessary materials and funding for the crews Amendment No 1 mcreased the Contract Sum to $3,739,234 and the not-to-exceed amount to $1,332,132 for fiscal years 2017- 2018 and 2018-2019 D On June 18, 2019, City and Contractor entered into Amendment No 2 to the Agreement, expanding the Services to include brush clearance for fuel modification services for FY 2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and the Contract Sum to $3,838,949 52 E On July 16. 2019 City and Contractor entered into Amendment No I to the Agreement, correcting the Contractor's rates for fuel modification services, and to add a deadline for completion for each fuel modification task F On February 4, 2020, the City and Contractor entered into an Amended and Restated Agreement, in order to renew the Agreement for the first of the three one-year options, extending the term of the Agreement to February 4, 2021 and increasing the Contract Sum for the Agreement to $5,245,922 92,with an annual not-to-exceed amount of$1,406,973 40 G On June 16, 2020, the City and Contractor entered into Amendment No 1 to the Amended and Restated Agreement, m order to amend the agreement to further expand fuel modification services, and increase the sub-budget for fuel modification services by $154,138 to $253,853 The Contract Sum was also increased from $5,245,922 92 to $5,400,060 92 with an annual not-to-exceed amount increase from$1,406,973 40 to $1,561,111 40 H On February 2, 2021, City and Contractor entered into Amendment No 2 to Amended and Restated Agreement to extend the Term of the Agreement by one year to February 4,2022 This extension increased the Contract Sum from$5,400,060 92 to$6,961,172 32,with no change to the annual not-to-exceed amount of$1,561,111 40 G City and Contractor now desire to further amend the Amended and Restated Agreement to extend the Term of the Agreement by one year to February 4, 2023, and to increase the Contract Sum by from $6,961,172 32 to $8,522,283 22 with no change to the annual not-to- exceed amount of$1,561,111 40, and no change to the rates TERMS 1 Contract Changes The Agreement is amended as providca herein Deletea text is indicated in stnkethfeugh and added text in bold italics (a) Section 2.1, Contract Sum,is hereby amended to read as follows. "Subject to any limitations set forth m this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation,including reimbursement for actual expenses,shall not exceed :• ` : - , , . • . .. .. _. _ e • - .,. e _ - . .. _ _ _ . • :•• _ $8,522,283.22 (Eight Million Five Hundred Twenty Two Thousand Two Hundred Eight Three Dollars and Twenty Two Cents) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 10 " (b) Section 3.5, Term, is hereby amended to read as follows: "Unless earlier terminated m accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding February 4, 20222023, except as otherwise provided in the Schedule of Performance (Exhibit "D") The City may, m ff (c) Section 1.3 of Exhibit "E," Lease Agreement, is hereby amended as follows. "The term ("Term") shall commence on the Lease Commencement Date and continue until February 4, 20222023 ("Termination Date") subject to extensions as provided in Section 2 1(b) " 2 Continuing Effect of Agreement. Except as amended by Amendment NOs 1 through 3, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 3, whenever the term"Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos 1, 2, and 3 to the Agreement 01203 0006/759997 2 -2- 3 Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective nghts and obligations ansing under the Agreement Each party represents and warrants to the other that there have been no wntten or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 3, City is not in default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 3, Consultant is not in default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement 4 Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 3 5 Authority The persons executing this Amendment No 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 3 on behalf of said party, (iii) by so executing this Amendment No 3, such party is formally bound to the provisions of this Amendment No 3, and (iv)the entenng into this Amendment No 3 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/759997 2 -3- IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a municipal corporation David Bradley, Mayor ATTEST Tere akaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP t)44111 Z(-4^I'm William W Wynder, City Attorney CONSULTANT STAY GREEN, INC , a California Corporation By AAk Name Chns Angelo Title CEO Bys Name Steve Seely Title Branch Manager Address 26415 Summit Circle Santa Clanta, CA 91350 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/759997 2 -4- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate venfies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES W0164 MAL, On)On'la��\ ,2022 before me30( .19.,�P�e personally appeared k J ;p oved to me on the basis of satisfactory evidence to be the person(3j'whose names(s) is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/herfttreir authonzed 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 •: an. ifficial seal JACKIE CACERES PEREZ / � Notary Public California #_,Js_�- Los Angeles County T.T. Signature � � Commission#2268077 My Conn Expires Dec 19 2022 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 n 00 CORPORATE OFFICER �Pi "'�" u'()`.R�ln . 3 TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED Lk ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/759997 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES N0 �y bl i tornvel of )Ot11A vj(,2022 before me,�6d4, Cul,QM,ip�rsonally appe°ated O'1C�S y moroved to me on the basis of satfifactory 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 G JACKIE CACERES PEREZ WITNESS myhand and official seal Notary Public California __ ��a - Los Angeles County F. (---XCommission;2268077 Signature My Conn Expires Dec 19 2022' 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 El INDIVIDUAL i ❑ CORPORATE OFFICER "F -m q.ao\Y\Q -C C) TITLE OR TYPE OF DOCUMENT TITLE(S) El PARTNER(S) El LIMITED El GENERAL NUMBER OF PAGES El ATTORNEY-IN-FACT E l TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/759997 2 AMENDMENT NO 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No 2') by and between the CITY OF RANCHO PALOS VERDES `City')and STAY GREEN,INC , a California corporation("Consultant") is effective as of '2— 2021 RECITALS A City and Contractor entered into that certain Agreement for Contractual Services dated February 1, 2017 ("Agreement ) whereby Contractor agreed to provide all work, labor, materials, equipment, and services as set forth in the bid documents for the project entitled "Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services" (the "Services') B The Term of the Agreement was from February 1, 2017 to January 31, 2020 The total not-to-exceed Contract Sum for the Agreement was $3,224,909 52, with an annual not-to- exceed amount of $1,074,969 84 The Agreement also provided for three(3)one-year options to renew, based on Contractor performance and mutual written consent C On October 17,2017,the City and Contractor entered into Amendment No 1 to the Agreement to increase the Contractor's level of effort by increasing the landscaping crew and supplying all necessary matenals and funding for the crews Amendment No 1 increased the Contract Sum to$3,739,234 and the not-to-exceed amount to$1,332,132 for fiscal years 2017-2018 and 2018-2019 D On June 18, 2019, City and Contractor entered into Amendment No 2 to the Agreement,expanding the Services to include brush clearance for fuel modification services for FY 2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and the Contract Sum to $3,838,949 52 E On July 16, 2019, City and Contractor entered into Amendment No 3 to the Agreement,correcting the Contractor's rates for fuel modification services,and to add a deadline for completion for each fuel modification task F On February 4,2020,the City and Contractor entered into an Amended and Restated Agreement,in order to renew the Agreement for the first of the three one-year options,extending the term of the Agreement to February 4, 2021 and increasing the Contract Sum for the Agreement to $5,245,922 92, with an annual not-to-exceed amount of$1,406,973 40 G On January 16,2020, the City and Contractor entered into Amendment No 1 to the Amended and Restated Agreement, in order to amend the agreement to further expand fuel modification services, and increase the sub-budget for fuel modification services by $154,138 to $253,853 The Contract Sum was also increased from $5,245,922 92 to $5,400,060 92 with an annual not-to-exceed amount increase from $1,406,973 40 to $1,561,111 40 A-1 H The City and Contractor now desire to amend the Amended and Restated Agreement to extend the Term of the Agreement by one year This extension will require an increase in the Contract Sum from $5,400,060 92 to $6,961,172 32, with no change to the annual not-to-exceed amount of$1,561,111 40 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in stnkcthreugh and added text in bold italics (a) Section 2 1,Contract Sum,is hereby amended to read as follows "Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation' attached hereto as Exhibit `C"and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $6,961,172 32 (Six Million, Nine Hundred Sixty One Thousand, One Hundred Seventy Two Dollars and Thirty Two Cents) X48060-92 (the"Contract Sum"), unless additional compensation is approved pursuant to Section 1 10 " (b) Section 3 5,Term,is hereby amended to read as follows `Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding February 4, 2022 Fe , except as otherwise provided in the Schedule of Performance(Exhibit"D") The City may, in its sole discretion,extend the Term for one twe additional one-year term(s) (c) Section 1 3 of Exhibit "E," Lease Agreement, is hereby amended as follows "The term (`Term") shall commence on the Lease Commencement Date and continue until February 4, 2022 ("Termination Date") subject to extensions as provided in Section 2 1(b) ' 2 Continuing Effect of Agreement.Except as amended by this Amendment No 2,all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 2, whenever the term `Agreement"appears in the Agreement, it shall mean the Agreement, as amended by Amendment No 1 and Amendment No 2 to the Agreement 3 Affirmation of Agreement; Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective nghts and obligations arising under the Agreement Each party represents and warrants to the other that there have been no wntten or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation 01203 0006/689323 2 mgr+ -2- A-2 Consultant represents and warrants to City that,as of the date of this Amendment No 2,City is not in default of any matenal term of the Agreement and that there have been no events that,with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 2, Consultant is not in default of any matenal term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a matenal default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 2 5 Authority The persons executing this Amendment No 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authonzed to execute and deliver this Amendment No 2 on behalf of said party, (iii) by so executing this Amendment No 2,such party is formally bound to the provisions of this Amendment No 2,and(iv) the entenng into this Amendment No 2 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/689323 2 mgu -3- A-3 IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, a municipal corporation NICII nc Alegna, Mayo ATTEST , _.. - -Lido! mil' .lborn, City Clerk APPROVED AS TO FORM ALESHIRE & DER, LLP 'l/1 William W Wynd-.I ity Attorney CONSULTANT STAY GREEN, INC , a California Corpor- ion I , By J . A` k Name Chris Angelo Title CEO By , Or7 — Name Steve See y Title Branch Manager Address 26415 Summit Circle Santa Clanta, CA 91350 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/689323 2 mv -4- A-4 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Los Angeles } On January 29, 2021 before me, Magdalena Vance, Notary Public (Here insert name and tide of the officer) personally appeared Christopher Allan Angelo who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)Gere subscribed to the within instrument and acknowledged to me that ('ti_he/they executed the same int er/their authorized capacity(ies), and that by (AD er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct MAGDALENA VANCE WITNESS my hand and o W Notary Public-California Los Angeles County z Commission#2303398 Irt,(Wit9 ) MICornrnExpiresAu!292023 Nota �'•lic Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Thisjoi nt complies huh curt ent California statutes t ego,ding nomas a or ding and DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document 4chnoh ledgments jt OM other states men be completed jot documents being sent to that state so long City of Rancho Palos Verdes as the h or ding does not t eguit e the Califo,iiia notal t to t mime Caitlin ma notan /au (Title or description of attached document) • State and County information must be the State and County where the document Amendment to Agreement signer(s)personally appeared before the notary public for acknowledgment • Date of notanzauon must be the date that the signer(s)personally appeared which (Title or descnption of attached document continued) must also be the same date the acknowledgment is completed Number of Pages 4 Document Date 1/29/2021 • The notary public must pnnt his or her name as it appears within his or her commission followed by a comma and then your title(notary public) • Pnnt the name(s) of document signer(s) who personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural loons by crossing off incorrect forms(i e he/she/they—is/ace)or circling the correct tonus Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording 0 Corporate Officer • The notary seal impression must be clear and photographically reproducible Chris Angelo, CEO Impression must not cover text or lines If seal impression smudges, re seal it a (Title) sufficient area permits otherwise complete a different acknowledgment fonn ❑ Partner(s) • Signature of the noriry public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document Other Indicate title or type of attached document number of pages and date ❑ . Indicate the capacity claimed by the signer It the claimed capacity is a corporate officer indicate the title(i e CEO CFO Secretary) 2015 Version 'iw"t NotaryClasaes coin 800 873 9365 • Securely attach this document to the signed document with a staple CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Los Angeles } On January 29, 2021 before me, Magdalena Vance, Notary Public (Here insert name and tit e of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is re subscribed to the within instrument and acknowledged to me that he/they executed the same in g1D er/their authorized capacity(ies), and that by Isher/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct 1. ., MAGDALENA VANCE •�, R Notary Public-California WITNESS my hand and • 'icial seal ;•. Los Angeles County z IIMS '.►� Commission#►2303398 aw I , _ �Comm Exres Aug 29 2023 Not-ry`a`,'is Signature - (Notary Public Seal) • • • ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This for complies ri idr cur r ent Califo,nm statutes r egan ding Wotan nor ding and DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document 4chno,i ledgments from other states,,:at be completed for documents being sent to that state so long Citof Rancho Palos Verdes as the a o,ding does not require the Califon ria nota, to rotate Califorma nota, y lrni (Tine or description of attached document) • State and County information must be the State and County where the document Amendment to Agreement signers)personally appeared before the notary public for acknowledgment • Date of notanzation must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed • The notary public must pnnt his or her name as it appears within his or her Number of Pages 1 Document Date ��08�2021 • commission followed by a comma and then your title(notary public) • Pnnt the name(s) of document signer(s) who personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural fonns by crossing oil incorrect fonns(i e hershe/they—is/afe)or circling the correct forms Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording O Corporate Officer • The notary seal impression must be clear and photographically reproducible Chief Operations Office Impression must not cover test or lines If seal impression smudges re seal if a (Title) sufficient area permits otherwise complete a different acknowledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact Addition-Il information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document Other Indicate title or type of attached document number of pages and date O Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title(r e CEO CFO Secretary) 2011: Ver-.ion ewwt Notar/Classes corn 800 d73 9865 • Securely attach this document to the signed document with a staple AMENDMENT NO 1 TO THE AMENDED AND RESTATED AGREEMENT FOR CONTRACT SERVICES THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT FOR CONTRACT SERVICES ("Amendment No 1") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and STAY GREEN, INC , a California corporation ("Contractor")is effective as of June 1 b , 2020 RECITALS A City and Contractor entered into that certain Agreement for Contractual Services dated February I, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor, materials, equipment, and services as set forth in the bid documents for the project entitled "Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services" (the"Services") B The Term of the Agreement was from February 1, 2017 to January 31,2020 The total not-to-exceed Contract Sum for the Agreement was$3,224,909 52 with an annual not-to- exceed amount of $1,074,969 84 The Agreement also provided for three (3) one-year options to renew, based on Contractor performance and mutual written consent C On October 17, 2017, the City and Contractor entered into Amendment No I to the Agreement to increase the Contractor's level of effort by increasing the landscaping crew and supplying all necessary materials and funding for the crews Amendment No I increased the Contract Sum to $3,739,234 and the not-to-exceed amount to $1,332,132 for fiscal years 2017-2018 and 2018-2019 D On June 18, 2019, City and Contractor entered into Amendment No 2 to the Agreement, expanding the Services to include brush clearance for fuel modification services for FY 2019-20, increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and the Contract Sum to $3,838,949 52 E On July 16, 2019, City and Contractor entered into Amendment No 3 to the Agreement, correcting the Contractor's rates for fuel modification services, and to add a deadline for completion for each fuel modification task F On February 4, 2020, the City and Contractor entered into an Amended and Restated Agreement, in order to renew the Agreement for the first of the three one-year options, extending the term of the Agreement to February 4, 2021 and increasing the Contract Sum for the Agreement to $5,245,922 92, with an annual not-to-exceed amount of$1,406,973 40 G The City and Contractor now desire to amend the Amended and Restated Agreement to further expand fuel modification services, as further review of the areas requiring fuel modification has revealed additional acreage and difficult conditions requiring more equipment and manpower This will increase the sub-budget for fuel modification services by 01203 0006/647688 1 mew. $154,138 to$253,853),and the Contract Sum from $5,245,922 92 to$5,400,060 92 with an annual not-to-exceed amount increase from $1,406,973 40 to $I,561,1 II 40 TERMS I Contract Changes The Agreement is amended as provided herein Deleted text is indicated in triI ethrough and added text in bold italics (a) Section 2 1, Contract Sum, is hereby amended to read as follows "Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $5,245,922 92 (Five Million, Two Hundred and Forty Five Thousand, Nine - - - - - ' - - ' : • : •- -- - - - $5,400,060 92 (Five Million, Four Hundred Thousand, Sixty Dollars and Ninety Two Cents) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 10 " (b) Subsection D of Section I of Exhibit"A", "Scope of Services , is amended as follows "Contractor shall provide and complete brush clearance for the rates and up to the total amount listed in Exhibit"C" The locations in need of brush clearance services are identified in Exhibit "A-2", and will be more specifically identified by the City's Contract Officer The location of brush clearance services will be described as either Category 1, Category 2, Category 3, or Category 4, detailed below " (c) Subsection D(v) of Section I of Exhibit"A", "Scope of Services," is hereby added as follows "Regrowth—At the direction of the Contract Officer, the Contractor will conduct fuel modification of areas which are subject to regrowth following early fuel modification Regrowth fuel modification will be conducted at the same rate applicable to the original fuel modification " (d) Exhibit"A-2", "Fuel Modification Locations," attached hereto, is hereby incorporated into the Agreement (e) Section I A of Exhibit"C", Schedule of Compensation, is amended to read "A Contractor shall perform the Services based on the following sub-budgets Funds may be moved between the sub-budget with the approval of the Contract Officer Sub-budgets are further detailed in subsections B, C, and D, below Task Category Annual Sub-T-etalBudget Routine Landscape Services(see B, below) $1,067,258 40 On-Call Services (see C, below) $240,000 00 Brush Clearance Services (see D, below) $99 77-1-5-00$220,853 00 Brush Clearance—Regrowth Contingency $33,000 Annual I-Budget $1,561,111 40" (1) Section I D of Exhibit"C", Schedule of Compensation, is amended to read "D Brush Clearance Services and Regrowth Brush Clearance Services will be provided at the following rates Item No Descri i tion Cost Per Beer Acre 1 Category 1 Brush Clearance $1,195 00 2 Category 2 Brush Clearance $1,995 00 3 Category 3 Brush Clearance $2,895 00 4 Category 4 Brush Clearance $4,195 00 TOTAL YEARLY SUB-BUDGET* $99,715 OD$253,853 00 *Sub-Budget includes 15% Regrowth Contingency" (g) Exhibit"C-3", "Fuel Modification Cost Estimate," attached hereto, is hereby incorporated into the Agreement 2 Continuing Effect of Agreement Except as amended by this Amendment No 1, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 1, whenever the term "Agreement" appears in the Agreement, it shall mean Agreement, as amended, and this Amendment No 1 to Agreement, as amended 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under Agreement, as amended Each Party represents and warrants to the other that there have been no written or oral modifications to Agreement, as amended, other than as provided herein Each Party represents and warrants to the other that Agreement, as amended, is currently an effective, valid, and binding obligation Contractor represents and warrants to City that, as of the date of this Amendment No 1, City is not in default of any material term of Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under Agreement, as amended City represents and warrants to Contractor that as of the date of this Amendment No 1, Contractor is not in default of any material term of Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under Agreement, as amended 4 Adequate Consideration The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No 1 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Amendment No 1 does not violate any provision of any other Agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a municipal corporation John C i Kshank, Mayor ATTEST Emily Colborn, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP )dam Z4Ad4 William W Wynder, City Attorney CONTRACTOR STAY EN, INC , a Calf rnia Co poration By • Name Chris Angelo / Title CEO By Name Steve Seely Title Branch Manager Address 26415 Summit Circle Santa Clarita, CA 91350 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups I)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Los Angeles } On August 3, 2020 before me, Magdalena Vance, Notary Public (Here insert name and title of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose name(e)Cjere subscribed to the within instrument and acknowledged to me that 1P-he/they executed the same in Is er/their authorized capacity(tes), and that by er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(e) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct o MAGDALENA VANCE Ot Notary Public California WITNESS myhand and • I la' seal `' -3� Los Angeles County i = "Rf Commission #2303398 itet „ M Comm Expires Au 29 2023 o a •u•lic Signature (Notary Public Seal) • • NSTR ADDITIONAL OPTIONAL INFORMATION IUCOFOR EG THIRM This form complies rvrthTIcurrentNS CaliforniaCOMPLstatutes regarding notarySFO x ording and DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments from other states may be completed for documents being sent to that state so long City of Rancho Palos Verdes as the wording does not require the California notary to iiolate California notary !mv (Title or descnpbon of attached document) • State and County information must be the State and County where the document Amendment No 1 Contract Services signer(s)personally appeared before the notary public for acknowledgment • Date of notarization must be the date that the signer(s)personally appeared which (Title or descnphon of attached document continued) must also be the same date the acknowledgment is completed Number of Pages 9 Document Date 8/03/2020 • The notary public must pnnt his or her name as it appears within his or her commission followed by a comma and then your title(notary public) • Print the name(s) of document signer(s) who personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i e he/she/they—is/are)or circling the correct forms Failure to correctly indicate this I=1 Individual (s) information may lead to rQ1ection of document recording ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible Impression must not cover text or lines If seal impression smudges re seal if a (Title) sufficient area permits otherwise complete a different acknowledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document Other Branch Manager Indicate title or type of attached document number of pages and date Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer,indicate the title(i e CEO CFO Secretary) 2015 Version www NotaryClasses corn 800-873-9865 • Securely attach this document to the signed document with a staple CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Los Angeles } On August 3, 2020 before me, Magdalena Vance, Notary Public , (Here insert name and tie of the officer) personally appeared Christopher Allan Angelo , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is re subscribed to the within instrument and acknowledged to me that in,.he/they executed the same in(j1Qr er/their authorized capacity(ies), and that by (0, er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct ��., MAGDALENA VANCE WITNESS my hand and icial s( L( O8 ='•,�.;A Notary Public California 1 : Los Angeles County i �r fi►� Commission#2303398 D / l `" M Comm Expires Aug 29 2023 11// t N ") o ry tic Signature ry Public Seal) ♦ • ADDITIONAL OPTIONAL INFORMATIONINUMPH This form complies rvrthCTIONS current CalFORrifornCOta statutes regarding TnotaryIS aFORM ording and DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknox ledgments from other states may be completed for documents being sent to that state so long City of Rancho Palos Verdes as the wording does not require the California notary to violate California notary law (Title or descnpton of attached document) • State and County information must be the State and County where the document Amendment No 1 Contract Services signer(s)personally appeared before the notary public for acknowledgment (Title or descnphon of attached document Continued) • Date of notanzation must be the date that the signer(s)personally appeared which must also be the same date the acknowledgment is completed Number of Pages 9 Document Date 8/03/2020 • The notary public must pnnt his or her name as it appears within his or her commission followed by a comma and then your title(notary public) • Print the name(s) of document signer(s) who personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i e He/she/they—is tare)or circling the correct forms Failure to correctly indicate this ❑ Individual(s) information may lead to rejection of document recording 0 Corporate Officer • The notary seal impression must be clear and photographically reproducible Chris Angelo, President/CEO Impression must not cover text or lines If seal impression smudges re seal if a (Title) sufficient area permits otherwise complete a different acknowledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact : Additional information is not required but could help to ensure this o Trustee(s) acknowledgment is not misused or attached to a different document Other Indicate title or type of attached document number of pages and date ❑ Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title(i e CEO CFO Secretary) 2015 Version www NotaryClasses corn 800-873-9865 • Securely attach this document to the signed document with a staple EXHIBIT "A-2" FUEL MODIFICATION LOCATIONS Estimated Fuel Mod Site/Area Slope Acreage Zone# (Min/Avg/Max) to be cleared I Forrestal Reserve 0 03°/25 84°/70 69° 7 54 (by Dauntless Dr) 3 Island View 0 63°/17 65°/35 26° 0 17 (end of Crest Road) 4 Martingale Trailhead Park 0 81°/28 61°/51 34° 0 94 5 Portuguese Bend Reserve 1 87°/23 04°/51 84° 0 89 (by the Fire Station Trail) 8 Abalone Cove Reserve 0 02°/9 55°/50 61° 15 (by Inspiration Point) 13b Portuguese Bend Reserve (entry to Burma Road Trail) 0 36°/32 9°/70 55° 0 80 14 Vicente Bluffs Reserve 0 03°/14 32°/53 73° 9 77 16 Agua Amarga Reserve / Island View property 0 07°/20 56°/68 55° 9 5 (adj to Windport Canyon) 17a Vicente Bluffs Reserve 0 03°/9 41°/83 68° 9 17b Vicente Bluffs Reserve 0 03°/9 41°/83 68° 3 2 19b Agua Amarga Reserve 0 57°/30 28°/67 4° 5 2 29 Ladera Linda 0°/12 39°/56 22° 9 42 Community Center 30 Friendship Park 1 1 080/18 410/30 01° 0 17 (behind Tarapaca Rd ) 3 I Ocean Trails Reserve 0 74°/22 71°/46 85° 2 64 (by Gnatcatcher Trail) 32 Coastal Open Space 0 07°/I 173°/47 58° 2 5 (by the archery range) 37 Point Vicente School Access Path (a k a "Calle 0 19°/12 45°/30 64° 0 12 de Suenos Trail") 55 Silver Spur/McKay 2 13°/22 2°/48 78° 2 Property 57 Frank A Vanderlip, Sr Park (by Vanderlip Park 4 39°/4I 43°/75 52° 0 1 Trail) 01203 0006/647688 1 mgg% 65 Vista Del Norte Reserve 10 24°/31 18°/42 95° 0 37 67 Agua Amarga Reserve 0 65°/27 78°/50 49° 2 91 68 Filiorum Reserve (by Santa Catalina Dr ) 4 97°/44 23°/65 6° 0 81 69 Filiorum Reserve 31 62°/34 48°/37 97° 0 01 (by Santa Barbara Dr) 72 Filiorum Reserve 9 05°/25 98°/34 4° 0 26 (by San Clemente Dr) 74 Portuguese Bend Reserve 0 18°/20 76°/43 34° I 16 (by the Rim Trail) 75 Portuguese Bend Reserve 0 58°/22 21°/49 03° 2 56 (by the Rim Trail) 76 Portuguese Bend Reserve 17 33°/38 02°/67 03° 0 4 (by the Rim Trail) 79 Forrestal Nature Preserve 0 12°/25 88°/55 11° 1 67 (behind Coolheights Dr) 80 Forrestal Nature Preserve 7 89°/27 68°/58 92° 0 03 (at end of Coolheights Dr ) 83 San Ramone Reserve 0 36°/24 37°/54 12° 0 86 (by PVDS/PVDE) 85 San Ramone Reserve 8 84°/I 5 82°/29 64° 0 42 (behind San Ramon Dr) 87 San Ramon Reserve 12 8°/29 3°/64 34° 0 08 (behind Tarapaca Rd ) 90 San Ramon Reserve 38 06°/41 86°/45 54° 0 01 (PVDS at the city limit) 92 Ocean Trails Reserve (behind Twin Harbors View 9 I7°/23 81°/46 67° 109 Dr) 93 Forrestal Nature Preserve 0 43°/41 46°/57 8° 0 17 (behind Ganado Dr) 94 Forrestal Nature Preserve 1 3°/25 01°/43 96° 0 7 (bordering Rolling Hills) 95 Forrestal Nature Preserve 8 37°/29 8°/47 36° 142 (bordering Rolling Hills) 96 Forrestal Nature Preserve 31 86°/40 64°/50 14° 0 14 (bordering Rolling Hills) 80 53 01203 0006/647688 I mm% EXHIBIT "C-3" FUEL MODIFICATION COST ESTIMATE Fuel Mod Site/Area Slope Cost Zone# (Min/Avg/Max) 1 Forrestal Reserve 0 03°/25 84°/70 69° $13,762 00 (by Dauntless Dr) 3 Island View 0 63°/17 65°/35 26° $597 00 (end of Crest Road) 4 Martingale Trailhead Park 0 8I°/28 61°/51 34° $3,943 00 5 Portuguese Bend Reserve 1 87°/23 04°/51 84° $ 3,733 00 (by the Fire Station Trail) 8 Abalone Cove Reserve 0 02°/9 55°/50 61° $2,990 00 (by Inspiration Point) I 3b Portuguese Bend Reserve 0 36°/32 9°/70 55° $2402 00 (entry to Burma Road Trail) 14 Vicente Bluffs Reserve 0 03°/I4 32°/53 73° $34,278 00 16 Agua Amarga Reserve/ Island View property 0 07°/20 56°/68 55° $24,874 00 (adj to Windport Canyon) 17a Vicente Bluffs Reserve 0 03°/9 41°/83 68° $23,624 00 17b Vicente Bluffs Reserve 0 03°/9 41°/83 68° $7,284 00 19b Agua Amarga Reserve 0 57°/30 28°/67 4° $10,374 00 29 Ladera Linda 0°/12 39°/56 22° $22,398 00 Community Center 30 Friendship Park 11 08°/18 41°/30 01° $597 00 (behind Tarapaca Rd ) 31 Ocean Trails Reserve 0 74°/22 71°/46 85° $7,642 00 (by Gnatcatcher Trail) 32 Coastal Open Space 0 07°/I 1 73°/47 58° $4,987 00 (by the archery range) 37 Point Vicente School Access Path (a k a "Calle 0 19°/I2 45°/30 64° $597 00 de Suenos Trail") 55 Silver Spur/McKay 2 13°/22 2°/48 78° $5,790 00 Property 57 Frank A Vanderlip, Sr Park (by Vanderlip Park 4 39°/41 43°/75 52° $ 597 00 Trail) 01203 0006/647688 1 me.,, 65 Vista Del Norte Reserve 10 24°/31 I8°/42 95° $1,071 00 67 Agua Amarga Reserve 0 65°/27 78°/50 49° $8,424 00 68 Filiorum Reserve 4 97°/44 23°/65 6° (by Santa Catalina Dr ) $2,905 00 69 Filiorum Reserve 31 62°/34 48°/37 97° (by Santa Barbara Dr) 72 Filiorum Reserve 9 05°/25 98°/34 4° $1,090 00 (by San Clemente Dr) 74 Portuguese Bend Reserve 0 18°/20 76°/43 34° $4,866 00 (by the Rim Trail) 75 Portuguese Bend Reserve 0 58°/22 2 I°/49 03° $5,107 00 (by the Rim Trail) 76 Portuguese Bend Reserve 17 33°/38 02°/67 03° $1,158 00 (by the Rim Trail) 79 Forrestal Nature Preserve 0 12°/25 88°/55 I I° $7,000 00 (behind Coolheights Dr) 80 Forrestal Nature Preserve 7 89°/27 68°/58 92° $997 00 (at end of Coolheights Dr ) 83 San Ramone Reserve 0 36°/24 37°/54 12° $2,489 00 (by PVDS/PVDE) 85 San Ramone Reserve 8 84°/I5 82°/29 64° $1,761 00 (behind San Ramon Dr) 87 San Ramon Reserve 12 8°/29 3°/64 34° $2,316 00 (behind Tarapaca Rd ) 90 San Ramon Reserve 38 06°/4I 86°/45 54° $597 00 (PVDS at the city limit) 92 Ocean Trails Reserve (behind Twin Harbors View 9 I 7°/23 81°/46 67° $3,155 00 Dr) 93 Forrestal Nature Preserve 0 43°/41 46°/57 8° $715 00 (behind Ganado Dr) 94 Forrestal Nature Preserve I 3°/25 0 I°/43 96° $2,026 00 (bordering Rolling Hills) 95 Forrestal Nature Preserve 8 37°/29 8°/47 36° $4,110 00 (bordering Rolling Hills) 96 Forrestal Nature Preserve 31 86°/40 64°/50 14° $597 00 (bordering Rolling Hills) 15% Contingency For Regrowth $33,000 $253,853 00 01203 0006/647688 I mei% AMENDED & RESTATED PUBLIC WORKS AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and STAY GREEN, INC 01203 0006/62783-) 1 I I AMENDED & RESTATED AGREEMENT FOR PUBLIC WORKS SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND STAY GREEN, INC THIS AMENDED & RESTATED AGREEMENT FOR CONTRACT SERVICES (herein ' Agreement") is made and entered into on February 4, 2020 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City ') and STAY GREEN, INC , a California corporation ( Contractor' ) City and Contractor may be referred to, individually or collectively as "Party" or `Parties ' RECITALS A City and Contractor entered into an Agreement for Contractual Services dated February 1 2017 ( Agreement' ) whereby Contractor agreed to provide all work, labor, materials equipment and services as set forth in the bid documents for the project entitled Laboi and Equipment for City Landscaping, General Maintenance, and Litter & Ti ash Services (the Services ) B The term of the Agreement is from February 1 2017 to January 31, 2020 The Agreement also provides for three one-year options to renew, based on Contractor performance and mutual written consent The Contract Sum for the Agreement is $3,224,909 52, with an annual not-to-exceed amount of$1,074,969 84 C On October 17 2017, the City and Contractor entered into Amendment No 1 to the Agreement to increase the volume of Contractor's Services by increasing the size of the landscaping crew and supplying all necessary materials and funding for the crews Amendment No 1 also increased the Contract Sum to $3,739,234 52 and established a not-to-exceed annual amount of$1,332 132 84 D On June 18, 2019, City and Contractor entered into Amendment No 2 to the Agreement expanding the Services to include brush clearance for fuel modification services for FY 2019-20 increasing the annual not-to-exceed amount for FY 2019-20 to $1,431,846 84, and the Contract Sum to $3,838,949 52 E On July 16, 2019, City and Contractor entered into Amendment No 3 to the Agreement correcting the Contractor's rates for fuel modification services, and to add a deadline for completion for each fuel modification task F The City and Contractor desire to exercise the right to renew the Agreement for the first of the three one-year options, extending the term of the Agreement to February 4, 2021 and increasing the Contract Sum for the Agreement to $5,245,922 92, with an annual not-to- exceed amount of$1 406 973 40 012030006/62783-) I OPERATIVE PROVISIONS NOW THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged the parties agree as follows ARTICLE 1 WORK OF CONTRACTOR 1 1 Scope of Work In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the "Scope of Work' attached hereto as Exhibit "A ' and incorporated herein by this reference, which may be referred to herein as the ` services' or work hereunder As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner and is experienced in performing the work and services contemplated herein Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent perform all services described herein Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended For purposes of this Agreement, the phrase ` highest professional standards' shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances 1 2 Bid Documents The Scope of Work shall include the "General Provisions" and ` Special Provisions' in the bid documents for the project entitled Labor and Equipment Foi City Landscaping Gene,al Maintenance and Litter & Trash Services, including any documents or exhibits referenced therein (collectively, `bid documents'), all of which are incorporated herein by this reference In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern 1 3 Compliance with Law. Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered 1 4 Compliance with California Labor Law. (a) Public Work The Parties acknowledge that the work to be performed under this Agreement is a `public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts U12030006/62783*, I 2 and the rules and regulations established by the Department of Industrial Relations ( `DIR ') implementing such statutes The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR Contractor shall post job site notices, as prescribed by regulation (b) Prevailing Wages Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement (c) Penalty for Failure to Pay Prevailing Wages Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day or portion thereof for each worker paid less than the prevailing rates as determined - by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor (d) Payroll Records Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, certify and make such payroll records available for inspection as provided by Section 1776, and inform the City of the location of the records (e) Apprentices Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8, Section 200 el seq concerning the employment of apprentices on public works projects Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations Prior to commencing work under this Agreement Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement (f) Eight-Hour Work Day Contractor acknowledges that eight (8) hours labor constitutes a legal day's work Contractor shall comply with and be bound by Labor Code Section 1810 (g) Penalties for Excess Hours Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week 01203 0006/627831 I 3 in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(11/2) times the basic rate of pay (h) Workers Compensation California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees In accordance with the provisions of California Labor Code Section 1861 Contractor certifies as follows 1 am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contrac5f'Contractor s Authorized Initials / (i) Contractor's Responsibility for Subcontractors For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor 1 5 Licenses, Permits, Fees and Assessments Contractor shall obtain at its sole cost and expense such licenses, permits, registrations and approvals as may be required by law for the performance of the services required by this Agreement Contractor shall have the sole obligation to pay for any fees, assessments and taxes plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder 1 6 Familiarity with Work (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities difficulties and restrictions attending performance of the services under this 01203 0006/62783.N 1 4 Agreement If the services involve work upon any site Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder (b) Contractor shall promptly, and before the following conditions are disturbed notify the City, in writing, of any (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I 11 or III disposal site in accordance with existing law, (ii) subsurface, unknown or latent conditions materially different from those indicated, or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1 10 of this Agreement (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting parties (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1 10 of this Agreement 1 7 Protection and Care of Work and Materials The Contractor shall adopt reasonable methods including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work and the equipment, materials, papers, documents, plans studies and/or other components thereof to prevent losses or damages and shall be responsible for all such damages, to persons or property until acceptance of the work by City, except such losses or damages as caused by City s own negligence Stored materials shall be reasonably accessible for inspection Contractor shall not without City's consent assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work 18 Warranty Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship Contractor agrees that for a period of one year (or 012030006/62783.) 1 5 the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense Contractor shall act as soon as requested by the City in response to an emergency In addition, Contractor shall at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period commencing with the date of acceptance of such corrected work Contractor shall perform such tests as the City may require to verify that any corrective actions including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement All costs associated with such corrective actions and testing including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any port on of the work whether express or implied, are deemed to be obtained by Contractor for the benefit of the City regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees if necessary on behalf of the City In the event that Contractor fails to perform its obligations under this Section or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand 1 9 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both parties agree to act in good faith to execute all instruments prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible for the service of the other 1 10 Additional Work and Change Orders (a) City shall have the right at any time during the performance of the services without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor ( Change Order") All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder 012030006/6278:h I 6 (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000 whichever is less, or any increase in the time to perform of up to one hundred eighty (180) days, and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City may be approved by the Contract Officer Any greater increases taken either separately or cumulatively, must be approved by the City Council (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit C ' if the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows (i) Labor the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done The use of labor classifications that would increase the cost of such work shall not be permitted (ii) Materials and Equipment the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower (iii) If the cost of the extra work cannot be agreed upon the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order The daily report must include list of names of workers classifications, and hours worked, description and list of quantities of materials used, type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable, description of other City authorized services and expenditures in such detail as the City may require Failure to submit a daily report by the close of the next working day may at the City s sole and absolute discretion, waive the Contractor s rights for that day (d) It is expressly understood by Contractor that the provisions of this Section 1 10 shall not apply to services specifically set forth in the Scope of Work Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor City may in its sole and absolute discretion have similar work done by other contractors (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed 1 11 Special Requirements Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the ` Special Requirements' attached hereto as Exhibit B" and 01203 0006/62783.1 1 7 incorporated herein by this reference In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B" shall govern ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT 2 1 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the ' Schedule of Compensation' attached hereto as Exhibit C and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $5,245,922.92 (Five Million, Two Hundred and Forty Five Thousand Nine Hundred and Twenty Two Dollars and Ninety Two Cents) (the ' Contract Sum") unless additional compensation is approved pursuant to Section 1 10 2 2 Method of Compensation The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention, (iii) payment for time and materials based upon the Contractor s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded, or (iv) such other methods as may be specified in the Schedule of Compensation 2 3 Reimbursable Expenses Compensation may include reimbursement for actual and necessary expenditures for reproduction costs telephone expenses, and travel expenses approved by the Contract Officer in advance or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 4, and only if specified in the Schedule of Compensation The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City Coordination of the performance of the work with City is a critical component of the services If Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings 2.4 Invoices Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City s Director of Finance By submitting an invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement The invoice shall contain all information specified in Exhibit 'C", and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category) travel, materials, equipment, supplies and sub-contractor contracts Sub-contractor charges shall also be detailed by such categories Contractor shall not invoice City for any duplicate services performed by more than one person 012030006/62783.) I 8 City shall as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7 3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor's correct and undisputed invoice, however, Contractor acknowledges and agrees that due to City warrant run procedures the City cannot guarantee that payment will occur within this time period In the event that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104 50 In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City for correction and resubmission Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor ARTICLE 3 PERFORMANCE SCHEDULE 3 1 Time of Essence Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance Contractor shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the Schedule of Performance' attached hereto as Exhibit D" and incorporated herein by this reference When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively 3 3 Force Majeure The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires earthquakes floods, epidemics, quarantine restrictions riots, strikes, freight embargoes, wars litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of 012030006/62783.1 1 9 delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section 3 4 Inspection and Final Acceptance City may inspect and accept or reject any of Contractor's work under this Agreement either during performance or when completed City shall reject or finally accept Contractor s work within forty-five (45) days after submitted to City City shall accept work by a timely written acceptance otherwise work shall be deemed to have been rejected City s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively 3 5 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding February 4, 2021 except as otherwise provided in the Schedule of Performance (Exhibit "D") The City may in its sole discretion, extend the Term for two additional one-year term(s) ARTICLE 4 COORDINATION OF WORK 4 1 Representatives and Personnel of Contractor The following principals of Contractor ( Principals ) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith Steve Seely Branch Manager (Name) (Title) It is expressly understood that the experience knowledge, capability and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement Therefore the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals For purposes of this Agreement the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and 01203 0006/62783.) 1 10 subcontractors if any assigned to perform the services required under this Agreement Contractor shall notify City of any changes in Contractor's staff and subcontractors if any assigned to perform the services required under this Agreement, prior to and during any such performance 4 2 Status of Contractor Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees or agents are in any manner officials officers employees or agents of City Neither Contractor nor any of Contractor s officers employees or agents, shall obtain any rights to retirement health care or any other benefits which may otherwise accrue to City s employees Contractor expressly waives any claim Contractor may have to any such rights 4.3 Contract Officer The Contract Officer shall be Juan Hernandez Public Works Superintendent or, such person as may be designated by the City Manager It shall be the Contractor s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer Unless otherwise specified herein any approval of City required hereunder shall mean the approval of the Contract Officer The Contract Officer shall have authority if specified in writing by the City Manager to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 4 4 Independent Contractor Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection, discharge supervision or control of Contractor s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a Joint venturer or a member of any Joint enterprise with Contractor 01203 0006/62783*) i 11 ARTICLE 5 INSURANCE, INDEMNIFICATION AND BONDS 5 1 Insurance Coverages Without limiting Contractor's indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2 000,000 per occurrence, $4,000 000 general aggregate, for bodily injury personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO insured contract' language will not be accepted (b) Automobile liability insurance Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement in the minimum amount of$1 000 000 per claim and in the aggregate Any policy inception date continuity date, or retroactive date must be before the effective date of this Agreement and Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement (d) Workers compensation insurance Contractor shall maintain Workers Compensation insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1 000 000) (e) Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit B' 5 2 General Insurance Requirements. (a) Proof of insurance Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers compensation Insurance certificates and endorsements must be 012030006/6278:h I 12 approved by City s Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder by Contractor its agents representatives, employees or subcontractors (c) Primary/noncontributing Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured (d) City s rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City s Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers agents, officials employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Contractor hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subcontractors (g) Enforcement of contract provisions (non-estoppel) Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements or a waiver of any coverage normally provided by any insurance Specific 012030006/62783.) i 13 reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage or a waiver of any type If the Contractor maintains higher limits than the minimums shown above the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (i) Notice of cancellation Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage (1) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers officials, employees and agents and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (1) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Contractor agrees to ensure that its subconsultants, subcontractors and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Contractor agrees that upon request, all agreements with consultants, subcontractors and others engaged in the project will be submitted to City for review (n) Agency s right to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor s compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City (p) Timely notice of claims Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance 01203 0006/62783 1 14 under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Contractor shall also procure and maintain, at its own cost and expense any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work 5 3 Indemnification To the full extent permitted by law, Contractor agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative arbitration or regulatory claims, damages to persons or property, losses, costs, penalties obligations errors omissions or liabilities whether actual or threatened (herein 'claims or liabilities') that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Contractor its officers, employees agents, subcontractors, or invitees or any individual or entity for which Contractor is legally liable (` indemnitors"), or arising from Contractor's or indemnitors reckless or willful misconduct, or arising from Contractor's or indemnitors negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys fees incurred in connection therewith, (b) Contractor will promptly pay any judgment rendered against the City its officers agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder, and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work operation or activities of Contractor hereunder, Contractor agrees to pay to the City its officers, agents or employees, any and all costs and expenses incurred by the City, its officers agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys fees In addition Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from any and all claims and liabilities for any infringement of patent rights copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same 01203 0006/62783.) 1 15 Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City s negligence except that design professionals indemnity hereunder shall be limited to claims and liabilities arising out of the negligence recklessness or willful misconduct of the design professional The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement 5 4 Notification of Third-Party Claims City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification 5 5 Performance and Labor Bonds Concurrently with execution of this Agreement Contractor shall deliver to the City the following (a) A performance bond in the amount of the Contract Sum of this Agieement in the form provided by the City Clerk which secures the faithful performance of this Agreement (b) A labor and materials bond in the amount of the Contract Sum of this Agreement in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement Both the performance and labors bonds required under this Section 5 5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement 5 6 Sufficiency of Insurer or Surety Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated 'A' or better in the most recent edition of Best s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ( Risk Manager") due to unique circumstances If this Agreement continues for more than 3 years duration or in the event the Risk Manager determines that the work or 012030006/62783.) i 16 services to be performed under this Agreement creates an increased or decreased risk of loss to the City the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5 5 may be changed accordingly upon receipt of written notice from the Risk Manager 5 7 Substitution of Securities Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor 5 8 Release of Securities City shall release the Performance and Labor Bonds when the following have occurred (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement, (b) the Work has been accepted, and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws, if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond or otherwise as required by applicable law ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION 61 Records. Contractor shall keep and require subcontractors to keep, such ledgers books of accounts invoices vouchers canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the books and records' ), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect copy, audit and make records and transcripts from such records Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required in the event of dissolution of Contractor s business, custody of the books and records may be given to City, and access shall be provided by Contractor s successor in interest Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is 01203 0006/62783.) 1 17 made and disclosure is required by law including but not limited to the California Public Records Act 6 2 Reports Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or if Contractor is providing design services, the cost of the project being designed Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed 6 3 Ownership of Documents All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes computer files, reports, records, documents and other materials (the `documents and materials ) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use reuse, or assignment of the documents and materials hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Contractor will be at the City's sole risk and without liability to Contractor, and Contractor s guarantee and warranties shall not extend to such use reuse or assignment Contractor may retain copies of such documents for its own use Contractor shall have an unrestricted right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom Moreover, Contractor with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 6.4 Confidentiality and Release of Information (a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer (b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City 01203 0006/62783.) 1 18 Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees including attorneys fees, caused by or incurred as a result of Contractor's conduct (d) Contractor shall promptly notify City should Contractor, its officers employees agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City retains the right, but has no obligation to represent Contractor or be present at any deposition hearing or similar proceeding Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor However, this right to review any such response does not imply or mean the right by City to control direct of rewrite said response ARTICLE 7 ENFORCEMENT OF AGREEMENT AND TERMINATION 7 1 California Law This Agreement shall be interpreted construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S District Court venue shall lie exclusively in the Central District of California, in the County of Los Angeles State of California 7 2 Disputes (a) Default, Cure In the event that Contractor is in default under the terms of this Agreement the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default Instead, the City may give notice to Contractor of the default and the reasons for the default The notice shall include the timeframe in which Contractor may cure the default This timeframe is presumptively thirty (30) days, but may be extended though not reduced, if circumstances warrant During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured In the alternative, the City may in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default If Contractor does not cure the default the City may take necessary steps to terminate this Agreement under this Article Any failure on the part of the City to give notice of the Contractor's default shall not 012030006/62783.) 1 19 be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement (b) Dispute Resolution This contract is subject to the provisions of Article 1 5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000 Article 1 5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor for the response to such claims by the City for a mandatory meet and confer conference upon the request of the Contractor for mandatory non-binding mediation in the event litigation is commenced and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation This Agreement hereby incorporates the provisions of Article 1 5 as though fully set forth herein 7 3 Retention of Funds Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties by reason of Contractor s acts or omissions in performing or failing to perform Contractor s obligation under this Agreement In the event that any claim is made by a third party the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim The failure of City to exercise such right to deduct or to withhold shall not however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein 7 4 Waiver Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 7 5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 01203 0006/62783 i 20 7 6 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq and 910 et seq in order to pursue a legal action under this Agreement 7 7 Liquidated Damages Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement the Contractor and its sureties shall be liable for and shall pay to the City the sum of Dollars ($ ) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit D ') The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities 7 8 Termination Prior to Expiration of Term This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days written notice to Contractor except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City the period of notice may be such shorter time as the Contractor may determine Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the event the Contractor has initiated termination the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 2 7 9 Termination for Default of Contractor If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement City may, after compliance with the provisions of Section 7 2, take over the 01203 0006/62783' 1 21 work and prosecute the same to completion by contract or otherwise and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated 7 10 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney s fees on any appeal and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment 7 11 Unfair Business Practices Claims In entering into this Agreement, Contractor offers and agrees to assign to the City all rights title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U S C § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods services or materials related to this Agreement This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknov,ledgment of the Parties ARTICLE 8. CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 8 1 Non-liability of City Officers and Employees No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement 8 2 Conflict of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor's performance of services under this Agreement Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement 012030006/62783.) I 22 No officer or employee of the City shall have any financial interest, direct or indirect in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation partnership or association in which he is, directly or indirectly interested, in violation of any State statute or regulation The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement 8 3 Covenant Against Discrimination Contractor covenants that by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion sex gender sexual orientation, marital status, national origin ancestry, or other protected class 8 4 Unauthorized Aliens. Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U S C § 1101 et sey , as amended and in connection therewith shall not employ unauthorized aliens as defined therein Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed together with any and all costs, including attorneys' fees, incurred by City ARTICLE 9. MISCELLANEOUS PROVISIONS 91 Notices Any notice demand, request, document, consent, approval or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title) City of Rancho Palos Verdes 30940 Hawthorne Boulevard, Rancho Palos Verdes, CA 90275 and in the case of the Contractor to the person at the address designated on the execution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section All correspondence relating to this Agreement shall be serialized consecutively 01203 0006/62781) 1 23 9 2 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 9 3 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original and such counterparts shall constitute one and the same instrument 9 4 Integration, Amendment This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any between the parties and none shall be used to interpret this Agreement No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void 9 5 Severability In the event that any one or more of the phrases, sentences clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless 9 6 Warranty & Representation of Non-Collusion No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested or in violation of any State or municipal statute or regulation The determination of financial interest" shall be consistent with State law and shall not include interests found to be remote or noninterests' pursuant to Government Code Sections 1091 or 1091 5 Contractor warrants and represents that it has not paid or given, and will not pay or give to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, 01203 0006/62783 1 24 consideration or other thing of value to any third party including but not limited to, any City official, officer or employee, as a result of consequence of obtaining or being awarded any agreement Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money consideration, or other thing of value will render this Agreement void and of no force or effect Contractor's Authorized Initials 9 7 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] 01203 0006/62783.) 1 -)5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES a municipal corporation John kshank, Mayor ATT TM- En711PWRill, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER LLP V• William W W bier, City Attorney CONTRACTOR. STAY GREEN, INC , a Calif rnia Co oration By Name is Angelo Title CEO By i V I%� Name Steve Seely Title Branch Manager Address 26415 Summit Circle Santa Clarita, CA 91350 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups 1)Chairman of the Board, President or any Vice President, and 2) Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY 01203 0006/62783.1 1 26 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Los Angeles } On January 28, 2020 before me, Magdalena Vance, Notary Public (Here insert name and tie of the officer) personally appeared Christopher Allan Angelo who proved to me on the basis of satisfactory evidence to be the person(e) whose name(e)Chare subscribed to the within instrument and acknowledged to me that the/they executed the same In is er/their authorized capacity(tes), and that by Ts er/their signature() on the instrument the person(&), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct �.:., MAGDALENA VANCE WITNESS my hand d official seal 42111W- Notary Public California • y Los Angeles County z 1 i .••• Commission#2303398 1__ _A • ubiic Si nature Signature (Notary Public Seal) ♦ • ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This forni complies with current California statutes regarding notary wording and DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments from other stales may be completed for documents being sent to that state so long City of RPV Agreement as the wording does not require the California notary to violate California notary law (Title or descnpbon of attached document) • State and County information must be the State and County where the document Amended and Restated signer(s)personally appeared before the notary public for acknowledgment • Date of notanzation must be the date that the signer(s)personally appeared which (Title or descnpbon of attached document continued) must also be the same date the acknowledgment is completed 26 1/28/2020 •• The notary public must print his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title(notary public) • Print the name(s) of document signer(s) who personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i e ❑ Individual (s) he/she/they—is/ere)or circling the correct forms Failure to correctly indicate this information may lead to rejection of document recording E Corporate Officer • The notary seal impression must be clear and photographically reproducible Chris Angelo, President/CEO Impression must not cover text or lines If seal impression smudges re-seal if a (Title) sufficient area permits otherwise complete a different acknowledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document ❑ Other . Indicate title or type of attached document number of pages and date Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title(i e CEO CFO Secretary) 2015 Version www NotaryClasses corn 800-873-9865 • Securely attach this document to the signed document with a staple CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Los Angeles } On January 28, 2020 before me, Magdalena Vance, NotarPublic (Here insert name and title of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose name(e)Chare subscribed to the within instrument and acknowledged to me that the/they executed the same in is er/their authorized capacity(ies), and that by is er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(&) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct MAGDALENA VANCE WITNESS my hand an icial seal < -, Notary Public California _ ,r Los Angeles County Z _ V.11,7 Commission#2303398 1&.(9,0V /9, ____ _ My Comm ExpiresAuqj 2_9202 4 •o a • •Iic Signature (Notary Public Seal) ♦ • ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments from other states man be completed for documents being sent to that state so long City of RPV Agreement as the wording does not require the California notary to violate California notary law (Title or description of attached document) • State and County information must be the State and County where the document Amended and Restated signer(s)personally appeared before the notary public for acknowledgment • Date of notarization must be the date that the signer(s)personally appeared which (Tile or description of attached document continued) must also be the same date the acknowledgment is completed 26 1/28/2020 •• The notary public must pnnt his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title(notary public) • Print the name(s) of document signer(s) who personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i e O Individual(s) he/she/they—is/ere)or circling the correct forms Failure to correctly indicate this information may lead to rejection of document recording ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible Impression must not cover text or lines If seal impression smudges re-seal if a (Title) sufficient area permits otherwise complete a different acknowledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk 0 Attorney-In-Fact . Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document ❑ Other Branch Manager Indicate title or type of attached document number of pages and date Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title(i e CEO CFO Secretary) 2015 Version www NotaryClasses corn 800-873-9865 • Securely attach this document to the signed document with a staple EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform the following services for City in accordance with the requirements set forth in the "General Provisions," "Special Provisions," "Performance Work Statement," and "Annexes A through E" in the Bid Documents for the project entitled LABOR AND EQUIPMENT FOR CITY LANDSCAPING, GENERAL MAINTENANCE, AND LITTER & TRASH SERVICES ("Services") A. Contractor shall provide onsite service labor for Landscape Services, General Maintenance Services, Trash, Litter& Debris Services, and offsite Administrative Services for the amounts listed in Exhibit "C" Section I A Administration Services 1 Contractor shall establish and manage a maintenance service request reception desk offsite, utilizing CityWorks and transparent to DPW and all City Departments ii Landscape Services 1 Contractor shall establish and operate a Landscape Services Section to maintain parks, trails open spaces, rights of way, medians, infrastructure, assets, and utilities in the City through inspections, scheduled maintenance, preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk Landscape Services capabilities will include but not be limited to Landscaping services, fuel modification services, irrigation system maintenance, pest control, and trails and open space maintenance The specific details of the Landscape Services Section are described in the Performance Work Statement, Section P 3 iii General Maintenance Services l Contractor shall establish and operate a General Maintenance Section to maintain buildings, infrastructure, assets, and utilities in the City, through inspections, scheduled maintenance preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk General Maintenance Service's capabilities will include, but not be limited to plumbing, carpentry, masonry, painting, inspecting welding fencing material handling, cleaning, and general labor (Reference Performance Work Statement, Section P 4 ) iv Trash, Litter and Debris Services 01203 0006/627831 I A-1 1 Trash Contractor shall remove all trash, recyclables and debris from City trash cans daily (7 days/week) in accordance with the Technical Exhibits or Annexes A-E 2 Litter and Debris Contractor shall remove litter and debris found within the contract areas daily (7 days/week) in accordance with the Technical Exhibits Litter and debris includes, but is not limited to mattresses, furniture, cartons, bottles, paper, plastic, metal tires stones, soil, organic materials flyers, and decorations Contract areas shall include, but not be limited to utility poles, sign posts, trash cans, buildings, and other improvements within the City right of way and on other Cityowned parcels such as parks trails and open spaces B Contractor shall utilize the updated list of the vehicles and equipment listed in Exhibit ` A-1' , Amended Schedule of Equipment, in place of Annex D, Schedule of Equipment to perform the Services C. Miscellaneous Services Contractor shall perform on-call services not covered in Section A above, as requested in writing by City's Contract Officer in accordance with the rates quoted in Contractor's proposal in Exhibit `C-1 and C-2 ', for an annual not-to-exceed amount listed in Exhibit "C," Schedule of Compensation i On-call services rendered shall be itemized on monthly invoices and be accompanied by City s Contract Officer s letter of authorization D Contractor shall provide and complete brush clearance for the rates and up to the total amount listed in Exhibit 'C' The locations in need of brush clearance services will be identified by the City's Contract Officer The location of brush clearance services will be described as either Category 1, Category 2, Category 3, or Category 4 detailed below i Category 1 — Flat, low vegetation area Category 1 areas are those areas that have been maintained year over year and thus have low vegetation They are also accessible for the use of standard equipment such as but not limited to string trimmers and flail mowers Removal of debris is not warranted This category includes areas that do not exceed a 15% grade incline or decline ii Category 2- Flat, high vegetation area Category 2 areas are high vegetation areas and are more complex to perform the brush clearance and will need more time due to access, equipment, steep terrain, thick overgrown brush/branches and other factors Debris created from the brush clearance may need to be removed due to the excessive litter created They are also accessible for the use of standard equipment such as but not limited to string trimmers and flail mowers This category includes areas that do not exceed a 15% grade incline or decline 01203 0006/62783- 1 A-2 iii Category 3 — Steep slope, low vegetation area Category 3 areas are those areas that have been maintained year over year and thus have low vegetation These areas are on steep slopes, and may have the potential to be deemed unsafe to perform brush clearance If the Contractor determines that the area is unsafe they will contact the Contract Officer to determine an adjusted plan This Category would have areas that exceed 15% grade incline or decline but would not exceed 35% If an area exceeds 35%, Contractor shall contact the City s Contract Officer to determine an adjusted plan iv Category 4 — Steep slope, high vegetation Category 4 areas are more complex to perform the brush clearance and will need more time due to access, equipment, steep terrain, thick overgrown brush/branches, and other factors Debris created from the brush clearance may need to be removed due to the excessive litter created These areas may have the potential to be deemed unsafe to perform brush clearance If the Contractor determines that the area is unsafe they will contact the Contract Officer to determine an adjusted plan This category would have areas that exceed 15% grade incline or decline but would not exceed 35% If an area exceeds 35%, Contractor shall contact the Contract Officer to determine an adjusted plan II As part of the Services, Contractor shall prepare and deliver the following tangible work products to the City. A Landscape Services Standard Operating Procedure (Reference Performance Work Statement, Section P 3 4 ) B. Maintenance Services Standard Operating Procedure (Reference Performance Work Statement Section P 4 4 ) III In addition to the requirements of Section 6 2, during performance of the Services, Contractor shall keep City's Contract Officer appraised of the status of performance by delivering the following status reports A Weekly Work Order Report (Reference Performance Work Statement, Section P23 ) B. Monthly Work Order Report (Reference Performance Work Statement, Section P24 ) C Monthly Irrigation Report (Reference Performance Work Statement Section P31511 ) D Monthly Pesticide Use Report (Reference Performance Work Statement, Section P33322 ) 012030006/62783.) 1 A-3 E Monthly Lighting System Report (Reference Performance Work Statement, Section P 4 14 9 3 ) F Monthly Playground Safety Inspection Sheets (Reference Performance Work Statement Section P 4 14 14 ) IV All work product is subject to review and acceptance by City's Contract Officer, and must be revised or corrected by Contractor without additional charge to City until found satisfactory and accepted City's Contract Officer V Contractor shall utilize the following personnel to accomplish the Services A Service Request Technician B 2x Lead Landscaper C Senior Landscaper D Irrigation Technician E 5x Landscape Laborer F Lead Maintenance Worker G Senior Maintenance Worker H 3x Maintenance Worker I 3x Litter Laborer J Pest Control Technician 01203 0006/62783.1 1 A-4 EXHIBIT "A-1" AMENDED SCHEDULE OF EQUIPMENT ITEM NO Nomenclature Name BID CATEGORY 2 - VEHICLES AND EQUIPMENT 1 Utility trailer Landscape trailer 2 Mower Zero turn radius, riding 3 Tractor Compact Utility 4 Box Blade Gannon 5 Mower Rotary cutter 6 Brush Chipper Trailer mounted 7 Chain saw Large 8 Chain saw Medium 9 Personal Protective Clothing Chaps 10 Personal Protective Clothing Head, face, hearing protection 11 Pole Pruner Gas powered 12 Trimmer Gas powered 13 Blower Electic Powered 14 Hedge Trimmer Gas powered 15 Shovel Digging 16 Shovel Trench 17 Shovel Scoop 18 Shovel _Transfer 19 Fork Manure 20 Rake Bow rake 21 Rake Leaf 22 Rake Cultivator 23 Mattock 24 Axe Single bit 25 Hammer Sledge 26 Post Hole Digger 27 Hoe 28 Lopper Bypass 29 Broom Push 30 Tools other 31 Wheelbarrow 32 Dump Truck 5-6 Yard 33 Truck Stake bed 34 Truck Utility bed 37 Trailer Equipment transport 38 Tool Kit General Mechanic 39 Tool Kit Coordless Power Tool Kit 42 Personal Protective Clothing Helmet, gloves, leathers 01203 0006/62783-) I A-5 63 Wrench set Combination 64 Wrench Pipe 65 Wrench Pipe 69 Jack Hammer Electric 72 Digger Post hole 74 Tools General Carpentry 78 Pressure Washer Gas powered, Cold Water 012030006/62783.) I A-6 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Deleted text is indicated in sir-i1ietlifeugli, added text is indicated in bold italics I Section 4 4, Independent Contractor, is hereby amended to read as follows 4 4 Independent Contractor Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection discharge supervision or control of Contractor's employees, servants representatives or agents, or in fixing their number, compensation or hours of service except as otherwise set forth herein Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor II Section 5 5, Performance and Labor Bond, is amended to read. 5 5 Performance and LaberPayment Bonds Concurrently with execution of this Agreement Contractor shall deliver to the City, the following (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement (b) A labor and -„aterial spayment bond in the amount of the Contract Sum of this Agreement in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement Both the performance and laberspayment bonds required under this Section 5 5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement Section 7 7, Liquidated Damages is deleted in its entirety and replaced with the following 7 7 Liquidated Damages Complaints can be generated by third parties or directly by City inspection. The Contract Officer may issue an oral warning, or if'warnings are not effective, the Contractor Officer may issue a Corrective Action Request (CAR) to the Contractor. In addition to issuing 012030006/62783 I B-I the CAR, the Contract Officer may assess liquidated damages against Contractor CARs shall be classified in the following categories• (a) Level I A minor non-systemic non-compliance with the Agreement Level I CARs can typically be corrected on the spot or within 24 hours Failure of the Contractor to resolve Level I CARs within 24 hours of notification, unless otherwise specified by the Contract Officer, may result in an escalation to Level II status (b) Level II A serious systemic non-compliance with the Agreement or a repeated non-compliance with the Agreement Level II CARs shall result in liquidated damages in the amount of$125 per day the Contractor does not comply with the Agreement Failure of the Contractor to resolve Level II CARs within two (2) days of notification, or such period as the Contract Officer shall prescribe, may result in an escalation to Level III status (c) Level HI A major systemic non-compliance with the Agreement or a repeated non-compliance which has previously been identified as a Level II CAR Level III CARs shall result in liquidated damages in the amount of$250 per day the Contractor does not comply with the Agreement Failure of the Contractor to resolve Level III CARs within two (2) days of notification, or such period as the Contract Officer shall prescribe, shall result in an escalation to Cure Notice status. (d) Cure Notice An egregious systemic non-compliance with the Agreement or a repeated non-compliance which has previously been identified as a Level III CAR Cure Notices shall result in liquidated damages in the amount of$500 per day the Contractor does not comply with the Agreement Cure Notices require the complete and immediate attention of the Contractor Failure of the Contractor to resolve the Cure Notice within fifteen (15) days of notification, or such period as the Contract Officer shall prescribe, may result in suspension or termination of the contract (e) Nothing herein shall be construed as limiting City's right to terminate the Agreement for default by Contractor or otherwise limit the City's enforcement rights or remedies the Agreement Furthermore, nothing herein shall be construed as requiring City to impose liquidated damages prior to terminating or taking other action." III. Section 9 8, Lease of City Property, is hereby added as follows. 9 8 Lease of City Property Contractor and City shall enter into the Lease Agreement attached hereto as Exhibit "E" through which Contractor will lease property at City Hall from which to conduct the services described herein The Lease Agreement shall be co-terminus with this Agreement. 01203 0006/62783.) I B-2 EXHIBIT "C" SCHEDULE OF COMPENSATION Contractor shall perform the following tasks at the following rates A Contractor shall perform the Services based on the following sub-budgets Funds may be moved between the sub-budget with the approval of the Contract Officer Sub-budgets are further detailed in subsections B, C, and D, below Task Category Sub-Total Routine Landscape Services (see B, below) $1,067,258 40 On-Call Services (see C below) $240,000 00 Brush Clearance Services (see D below) $99 715 00 Annual Total Budget $1,406,973 40 B Routine Landscape Services (Including Landscape Services General Maintenance Services Trash Litter & Debris Services and offsite Administrative Services) will be provided at the rates described in Exhibit ` C-1" Labor Rates 1 Contractor will bill Routine Landscape Services based on the following • For Services conducted Monday-Friday, 6 00 A M to 3 00 P M , Contractor will bill the City at the New Rage Rate ' • For services conducted weekends or holidays, the Contractor will charge the New OT Wage Rates • For the provision of two-man litter/trash pick-up teams on Saturday and Sunday, from 6 00 A M to 3 00 P M , Contractor will charge 'New Wage Rates " • Contractor will not double bill the City for one of Contractor's employees completing a work order and being part of a Routine Landscape team • In conducting Routine Landscape Services Contractor will charge the rates described in Exhibit ` C-2 ' Contractor Provided Materials, for the use of materials 01203 0006/62783.) I C-1 2 In conducting Routine Landscape Services, Contractor will complete the service in accordance with the following sub-budgets Funds may be moved from one sub-budget to another at the discretion of the City s Contract Officer Routine Landscape Services sub-budget breakdown Areas of Work Monthly Sub-Budget Cost Yearly Sub-Budget Cost Medians $24,767 60 $297,211 20 Right of Ways $22,516 00 $270,192 00 7 Day Trash pick-up/Debris pick up $11,258 00 $135,096 00 Parks Landscaping $30,396 60 $364,759 20 Total 588,938.20 S1,067,258.40 The sub-budget for Park Landscaping is further subdivided as follows Park Landscaping sub-budget breakdown Parks/Site Monthly Staff Day Of Week City Hall $1,744 62 5 Man Crew Monday Abalone Cove $1,442 66 5 Man Crew Monday Del Cerro Park $2,147 22 5 Man Crew Monday Hesse Park $6,911 37 5 Man Crew Tuesday Ryan E Park $5,099 65 5 Man Crew Wednesday Vanderlip Park $1 442 66 5 Man Crew Wednesday Eastview Park $3,623 44 5 Man Crew Thursday Ladera Linda Park $2,180 77 5 Man Crew Thursday Point Vincente Interpretive Center $2,918 88 5 Man Crew Friday Entradero $2,147 22 5 Man Crew Friday Clovercliff Park $738 11 5 Man Crew Friday Total Monthly Sub-Budget $30,396 60 Total Yearly Sub-Budget $364,759.20 01203 0006/62783.) 1 C-2 C On-Call Services shall be billed at the rates described in Exhibit `C-1' and Exhibit ` C-2 The total cost of on-call services shall not exceed $24,000 each calendar month, and $240 000 annually D Brush Clearance Services will be provided at the following rates Item No. Descri,tion Cost Per Hour 1 Category l Brush Clearance $1195 00 2 Category 2 Brush Clearance $1995 00 3 Category 3 Brush Clearance $2895 00 4 Category 4 Brush Clearance $4195 00 TOTAL YEARLY SUB-BUDGET $99,715 00 II Retention A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services NOT APPLICABLE III Within the budgeted amounts for each Task, and with the approval of City's Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2 1, unless Additional Services are approved per Section 1.10. IV City will compensate Contractor for the Services performed upon submission of a valid invoice Each invoice is to include A Line items for all personnel describing the work performed Contractor's employee name who performed the work the number of hours worked, applicable City account charge codes the hourly rate, and supporting documentation to include copies of City verified timesheets B Line items for all equipment shall be prorated monthly based on total annual cost (annual cost/ 12 = monthly rate) 012030006/62783.) 1 C-3 C Line items for all materials shall be prorated monthly based on total annual cost (annual cost/ 12 = monthly rate) D. Line items for all approved on-call services for all personnel describing the work performed contractor's employee name who performed the work, the number of hours worked, applicable City account charge codes, the hourly rate, and supporting documentation to include copies of City verified timesheets and a copy of written on- call services authorization(s) from Contracting Officer, or his designee V The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2 1 of this Agreement 01203 0006/62783.) 1 C-4 EXHIBIT "C-1" CONTRACTOR PROVIDED MATERIALS Item Estimated No Nomenclature Name Specification Units Unit Cost yearly costs P yearly units BID CATEGORY 3 CONTRACTOR PROVIDED MATERIALS XX XX XX XX 1 Sand Playground Washed plaster sand free of rocks Tons annually $ 85 00 0 5 Engineered Wood Fiber media which meets ADA ASTM CPSC and 75 $ 6 00000 2 Wood Fiber Media Playground CSA standards Yards annually 5 8000 3 Decomposed Granite Trails/Landscaping Trail and landscape replenishment Yards annually $ 8500 100 $ 8 50000 Bolts nuts screws nails banding&clamps zip ties flush valves washers gaskets sealant solvents lubricants adhesives abrasives 12 $ 7 200 00 4 Common Materials Hardware consumables blades and rags Lump sum $ 600 00 Windows based Required for communication with City staff and 8 5 96000 5 Communication devices Smart phone/tablet CltyWorks 8 each 5 120 00 2000 EZ Tie handled dog waste clean up bags Bulk packed 20 packages of 100 bulk packed bags 20 blocks of 100 bags or 300 $ 36 000 00 6 Bags Dog Waste equivalent Case of 2000 5 12000 7 Bags Waste Bin Liners 39' x 58 i 5 Mil Eco Friendly trash liners Case of 100 5 43 00 300 $ 12 900 00 SUB TOTAL $ 71,560 00 8 Mulch Planters Double ground hardwood mulch Yards annually $ 2600 0 $ 9 Round up per gallon chemical Common chemical used to control weed pressure gallon 5 84 75 0 5 10 Cheetah chemical Common chemical used to control weed pressure gallon 5 127 20 40 $ 5 088 00 11 Speedzone green per quart chemical Common chemical used to control weed pressure quart $ 38 25 60 5 2 29500 12 Fusiclade per quart chemical Common chemical used to control weed pressure quart $ 154 50 25 5 3,862 50 13 Freehand per 50lb chemical Common chemical used to control weed pressure 50Ib bag 5 162 25 50 5 8 112 50 14 PGR per gallon chemical Common chemical used to control plant growth gallon 5 273 25 40 $ 10 930 00 15 Fertilizer per 50 lb(common) fertilizer Common chemical used to promote growth SOIb bag $ 42 75 50 $ 2 137 SO 16 Fertilizer 37 0 5 w/dimension fertilizer Common chemical used to promote growth 501b bag S 89 70 100 $ 8 97000 17 1'fitting common sch 40 irrigation Common irrigation part fitting $ 0 75 250 $ 187 50 18 1 5 fitting common sch 40 irrigation Common irrigation part fitting _$ 150 250 $ 375 00 19 2' fitting common sch 40 irrigation Common irrigation part fitting $ 2 25 250 $ 562 50 20 2 5 fitting common sch 40 irrigation Common irrigation part fitting $ 6 85 250 $ 1 712 50 21 15 valve brass irrigation Common irrigation part valve 5 175 00 3 5 52500 22 2 valve brass irrigation Common irrigation part valve $ 220 00 3 5 660 00 23 Irrigation pipe 1 sch 40 irrigation Common irrigation part 100 $ 62 62 15 5 939 30 24 Irrigation pipe 1 5"sch 40 irrigation Common irrigation part 100' $ 104 55 15 $ 1,568 25 25 Irrigation pipe 2 sch 40 irrigation Common irrigation part 100 $ 131 70 15 $ 1975 50 26 Irrigation pipe 2 5'sch 40 irrigation Common irrigation part 100 $ 225 72 15 $ 3,385 80 27 1 gal common plant plant material Common plant material container $ 900 200 $ 1 800 00 28 5 gal common plant plant material Common plant material container 5 24 00 200 $ 4 800 00 29 15 gal common plant plant material Common plant material container $ 75 00 10 $ 75000 30 24 box common tree w/stakes plant material Common plant material container $ 195 00 3 $ 58500 31 bag of amend plant material Common plant material bag $ 12 80 50 $ 640 00 32 fumitoxin chemical Chemical used to control gopher activity bottle $ 75 00 12 $ 900 00 33 rozol chemical Chemical used to control gopher activity container $ 235 00 10 $ 2 35000 34 $ 35 $ 36 $ $ SUB TOTAL $ 65,11185 I SUB TOTAL CATEGORY 3 CONTRACTOR PROVIDED MATERIALS TOTAL $136,671 85 01203 0006/62783 I C-5 EXHIBIT "C-2" LABOR RATES Labor Employee New Wage Rate New OT Wage Rates 1 Service Request Technician $ 29 50 $ 44 25 2 Lead Landscaper $ 42 50 $ 63 75 2 Lead Landscaper $ 42 50 $ 63 75 3 Senior landscaper $ 38 50 $ 57 75 4 Irrigation Technician $ 44 00 $ 66 00 5a Landscape Laborer $ 29 50 $ 44 25 5b Landscape Laborer $ 29 50 $ 44 25 5c Landscape Laborer $ 29 50 $ 44 25 5d Landscape Laborer $ 29 50 $ 44 25 5e Landscape Laborer $ 29 50 $ 44 25 6 Lead Maintenance Worker $ 38 50 $ 57 75 7 Senior Maintenance Worker $ 32 50 $ 48 75 8a Maintenance Laborer $ 29 50 $ 44 25 8b Maintenance Laborer $ 29 50 $ 44 25 8c Maintenance Laborer $ 29 50 $ 44 25 9a Litter Laborer $ 28 50 $ 42 75 9b Litter Laborer $ 28 50 $ 42 75 9c Litter Laborer $ 28 50 $ 42 75 10 Pest Control Technician $ 65 00 $ 97 50 01203 0006/62783 I C-6 EXHIBIT "D" SCHEDULE OF PERFORMANCE I Stay Green, Inc shall perform all work timely in accordance with the following schedule A Scheduled maintenance services shall be performed in accordance with the frequencies specified in Annex 'B' of the Performance Work Statement, according to a schedule approved in writing by the Contracting Officer B Additionally and as directed by work order unscheduled services shall be performed in accordance with Annex C" of the Performance Work Statement II Contractor shall deliver status reports in accordance with Exhibit A, sections II and IIl of this Agreement, as scheduled in the Performance Work Statement. III. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3 2. 012030006/62783.) i D-1 EXHIBIT E LEASE AGREEMENT [SEE FOLLOWING PAGE] 01203 0006/62783 i E-1 AThis page is part of your �1��u document 20200234394111101111111111011110111001111111101111 o$xx + Recorded/Flied in official Records lify Recorders OffCtiol-ronLAngeles CountY, C41Wat41)4 02/27/20 AT 12.45PM FEES 0 00 TAXES 0 00 OTHER 0 00 PAID 0 00 I II III I I IIII II I IIID II IIII I II I I III I IICIII I I IIII III I I I I II @III II II VI LEA SHEET 1111111101 I III ll I 111111101 1111 lI llll H I 10 II20 002273250036 0017941651 IIIO IIUI 10 lI 11111 I11I liii I hUt IV hilt SEQ. 01 UI H lit III It 11tH DII I Ii 1111111111111 lit ItO 1110 I It 1101 lIlt 1111 111110111 - 1101111111011 IIIp16gIINNIVIIIII111IIIIIINIIIIIIIfl1111 , 0212712020 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO •20200234394` City of Rancho Palos Verdes 30940 Hawthorne Blvd Rancho Palos Verdes, California 90275 Attention City Clerk [SPACE ABOVE FOR RECORDER'S USE ONLY] Exempt from filing/recording fees per Govt Code §27383 AMENDED AND REVISED LEASE AGREEMENT This Amended and Revised Lease Agreement ("Lease*) is made and entered into 17e a' 4 , 2020 ("Lease Commencement Date"), by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation ("Landlord"), and the STAY GREEN, INC , a California corporation ("Tenant") * The Lease is unrecorded RECITALS A Landlord owns that real property located at 30940 Hawthorne Blvd located in the City of Rancho Palos Verdes ("City"), State of California (comprised of APN No 7573-002-913 & 7573-002-908) improved with certain buildings including the city hall and related government facilities ("City Buildings") and a parking lot ("Parking Lot") all as legally described on attached Exhibit E-1 ("Property") B Tenant and Landlord have executed that certain Contract Services Agreement dated February 1, 2017 in conjunction with that certain Lease Agreement whereby Tenant is obligated to provide general maintenance services and trash, debris and litter removal for public properties owned and operated by Landlord ("Services Agreement") C Other portions of the Property are leased by Landlord to other tenants ("Adjoining Tenants") D Tenant and Landlord agreed to extend the Term of the Contract Services Agreement through the Amended and Revised Agreement, and wish to extend the Term of the Lease Agreement this this Amended and Revised Lease Agreement NOW, THEREFORE, the parties agree as follows 1 LEASE SUMMARY Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control References to specific Sections are for 012030006/62783') 1 E-2 convenience only and designate some of the sections where references to the particular fundamental lease provisions may appear 1 1 Leased Premises For purposes of this Lease, "Leased Premises" means (i) the exclusive use of the portion of the Property (together with the existing open shed and other existing improvements located thereon) as depicted on attached Exhibit E-2 ("Exclusive Use Area"), together with (ii) the non-exclusive right to use the access road across the Property to reach the Exclusive Use Area Tenant shall not have the right to use any other portion of the Property including, but not limited to, the parking lot adjacent to the City Hall 1 2 Lease Commencement Date This Lease shall commence on the Lease Commencement Date identified on Page 1 13 Term The term ("Term") shall commence on the Lease Commencement Date and continue for one (1) year ("Termination Date") subject to extensions as provided in Section 2 1(b) 1 4 Base Rent The base rent for the Initial Term (as defined in Section 2 1(a)) shall be $80,265 00 (Eighty Thousand Two Hundred and Sixty Five Dollars and Zero Cents) per annum payable in equal monthly installments of $6,688 75 (Six Thousand Six Hundred and Eighty Eight Dollars and Seventy Five Cents) ("Base Rent") (See Section 3 1) 1 5 Use of Leased Premises Tenant may use the Leased Premises for parking and storing its vehicles and equipment and other uses solely required for Tenant's rendering the services under the Service Agreement and no other purpose without the prior written consent of Landlord in Landlord's sole and absolute discretion 1 6 Tenant's Address for Notices Attn 1 7 Security Deposit None 2 TERM 21 Term 01203 0006/62783- 1 E-3 (a) Initial Term The term of this Lease shall commence on the Lease Commencement Date (as defined in Section 1 2) and shall continue for the period of time specified in Section 1 3 (b) Options to Extend Tenant has two (2) consecutive one (1) year options to extend the Lease ("Option to Extend") subject to all of the provisions of this Lease, including, but not limited to, the adjustments in Base Rent as set forth below Tenant may only exercise an Option to Extend provided that Tenant (i) is not in Breach at either the time of the exercise or the end of the existing Term, and (ii) the Service Agreement has been extended for the same time period in accordance with its terms Each Option to Extend must be unconditionally exercised by Tenant providing written notice to Landlord not more than six (6) months nor less than one (1) month prior to the end of the then existing Term ("Option Exercise Notice") Failure to timely exercise an Option to Extend in accordance with the foregoing shall automatically terminate the Option to Extend and all successive Options Notwithstanding the Option Exercise Notice has been delivered by Tenant, if the parties do not extend the Services Agreement in accordance with its terms, the exercise of the option shall be deemed void Upon the request of either party, both parties shall promptly execute and deliver an "Extension of Lease Agreement" pursuant to which the Tenant extends the Lease for the term of the Option Period upon all of its same terms and conditions except Base Rent which shall be adjusted in accordance with Section 3 1(b) 2 2 Termination of Services Agreement This Lease shall immediately terminate concurrently with termination of the Services Agreement for any reason However, if the Services Agreement is terminated due to Tenant's default or breach of the Services Agreement, then Tenant shall be deemed that Tenant is in default of this Lease and Landlord shall have the right to all remedies provided in Section 10 2 Upon termination of this Lease, Tenant shall have thirty (30) days to remove any personal property from the Property 2 3 Lease Year For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month period during the Lease Term, provided, however, that (i) the first Lease Year shall commence on the Lease Commencement Date including any partial month in which it occurs and end on the last day of the twelfth (12th) month thereafter, (ii) the second and each succeeding Lease Year shall commence on the first day of the next calendar month and (iii) the last Lease Year shall end at the Termination Date (as defined in Section 1 3) 2 4 Holding Over Any holding over after the expiration of the Term, with or without the consent of Landlord, express or implied, shall be construed to be a tenancy from month to month, cancellable upon thirty (30) days written notice with Base Rent equal to one hundred fifty percent (150%) of the last Base Rent payable under this Lease 3 RENT 3 1 Base Rent 01203 0006/627831 I E-4 (a) Base Rent for Initial Term For each Lease Year, Tenant shall pay to Landlord the sum specified in Section 1 4 as annual rental, which sum shall be paid in equal monthly installments as specified in Section 1 4 with each monthly payment made in advance on the first (1st) day of each month ("Base Rent") If the Lease Commencement Date occurs other than on the first day of a month, the applicable monthly Base Rent for that month shall be prorated and paid to Landlord concurrently with the Lease Commencement Date (b) Base Rent for Option to Extend If an Option to Extend is exercised as set forth in Section 2 2 above, at the commencement of the extended Term, the Base Rent for that Lease Year shall be equal to the then existing Base Rent being paid by Tenant at the end of the existing Term 3 2 Additional Rental All monetary obligations of Tenant under this Lease, including, but not limited to, insurance premiums, property taxes, late charges, and utility costs, shall be additional rental and deemed "Rent" for purposes of this Lease 3 3 Miscellaneous Requirements All rental to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand 3 4 Real Property Taxes To the extent that any ad valorem tax is imposed, or sought to be imposed, on the Leased Premises (either in the form of a possessory interest tax or otherwise), Tenant shall pay, at the election of Landlord, either directly to the taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Leased Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Landlord, whichever is later Upon termination of this Lease, Tenant shall immediately pay to Landlord any final amount of Tenant's share of such taxes and assessments as determined by Landlord 3 5 Personal Property Taxes During the Term, to the extent that any personal property tax is assessed against and levied upon fixtures, furnishings, automobiles, equipment and all other personal property of Tenant contained in the Leased Premises, Tenant shall pay prior to delinquency all such taxes, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the Leased Premises 3 6 Reimbursement for Electrical Charges During the Term, Tenant shall reimburse Landlord for a reasonable allocation of electrical charges to Tenant's usage within ten (10) days of receipt of a summary statement from Landlord 4 LEASED PREMISES, UTILITIES, USE 01203 0006/62783) I E-5 4 1 Leased Premises Landlord leases to Tenant and Tenant hires from Landlord, the Leased Premises only for the use authorized in Section 1 5 and for no other use During Landlord's business hours, Tenant's employees shall have access to restrooms located in the City Buildings which are open to the general public Tenant covenants, as a material part of the consideration for this Lease, to keep and perform each and every provision of this Lease in compliance with all applicable laws and ordinances Tenant accepts the Leased Premises in AS-IS condition without representation or warranty of any kind Tenant shall be solely responsible for security at the Leased Premises Pursuant to California Civil Code Section 1938, Tenant is advised that the Leased Premises has not undergone inspection by a Certified Access Specialist (CASp), and, therefore, the City is not aware if the Leased Premises complies with the applicable construction-related accessibility standards pursuant to Civil Code Section 55 53 4 2 Utilities Tenant acknowledges that the Leased Premises does not have access to any utilities except electricity 4 3 Signs Tenant shall not install any signs on the Leased Premises without the prior written consent of Landlord Any signage permitted by Landlord must comply with applicable laws and ordinances 4 4 Disposal of Solvents, Waste and Trash At Tenant's sole cost and expense, Tenant shall properly and promptly dispose of any solvents, waste or other materials used by Tenant in accordance with all applicable laws Tenant may not permit any trash or other waste to accumulate or be stored on the Leased Premises 4 5 Prohibited Uses Tenant shall not sell or permit to be kept, used, displayed or sold in or about the Leased Premises (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material which would be considered lewd, obscene or licentious (b) any article which may be prohibited by standard forms of fire insurance policies, (c) any controlled substances, narcotics, or the paraphernalia related to the same, or (d) alcoholic beverages unless expressly permitted by Landlord, in writing and in advance of the storage or consumption of the same Tenant shall not do or permit anything to be done in or about the Leased Premises which will in any way obstruct or interfere with the rights of other parties, Adjoining Tenants, or Landlord's use of the City Buildings or injure or annoy them or use or allow or permit the Leased Premises to be used for any improper, immoral, unlawful, or objectionable purpose Tenant shall not cause, maintain or permit any nuisance in or about the Leased Premises, or commit or suffer to be committed any waste upon the Leased Premises Tenant may repair its vehicles on the Leased Premises provided Tenant does not permit any fluids including, oil, gasoline, etc to contaminate the land and properly disposes of any such fluids in accordance with applicable laws Tenant shall not permit any employee or contractor to remain overnight on the Leased Premises 01203 0006/62733 I E-6 4 6 Compliance with Laws Tenant shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Leased Premises, and shall faithfully comply with all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any such order or statute in said use, shall be conclusive of that fact as between Landlord and Tenant Tenant shall not engage in any activity on or about the Leased Premises that violates any Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Leased Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U S C Sections 9601 et seq , (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U S C Sections 6901 et seq , (iii) California Health and Safety Code Sections 25100 et seq , (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249 5 et seq , (v) California Health and Safety Code Section 25359 7, (vi) California Health and Safety Code Section 25915, (vii) the Federal Water Pollution Control Act, 33 U S C Sections 1317 et seq , (viii) California Water Code Section 1300 et seq , and (ix) California Civil Code Section 3479 et seq , as such laws are amended and the regulations and administrative codes applicable thereto The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws, (ii) petroleum or a petroleum product or fraction thereof, (iii) asbestos, and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense Tenant shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249 5 et seq Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substances on the Leased Premises and all notices of violation of the Environmental Laws received by Tenant 5 ALTERATIONS AND REPAIRS 5 1 Alterations Tenant shall not make, or suffer to be made, any alterations to the Leased Premises which shall require the issuance of any discretionary or ministerial permit(s), or any part thereof, without the prior written consent of Landlord As a condition to such approval, Landlord may require that any such alterations to the 012030006/6278h I E-7 Leased Premises be removed at termination of the Lease Any removal of alterations shall be completed in a good and workmanlike manner leaving the Leased Premises in a good and safe condition at Tenant's sole cost and expense Any damage occasioned by removal shall be repaired at Tenant's expense so that the Leased Premises will be surrendered in a good, clean, sanitary and safe condition Any and all trade fixtures, equipment, or appurtenances installed by Tenant shall conform with the requirements of all municipal, state, federal, and governmental authorities including requirements pertaining to the health, welfare, or safety of employees or the public 52 Maintenance and Repair During the Term, Tenant shall, at Tenant's sole cost and expense, keep, and maintain the Leased Premises in good and sanitary order, condition, and repair Tenant shall also at its sole cost and expense be responsible for any alterations or improvements to the Leased Premises permitted by Landlord under this Lease or otherwise necessitated as a result of the requirement of any municipal, state or federal authority Tenant waives all right to make repairs at the expense of Landlord, and Tenant shall obtain any required governmental permits for any maintenance or repair work required under this Lease Tenant waives all rights provided for by the Civil Code of the State of California to make said repairs Tenant agrees on the last day of the Term or sooner termination of this Lease, to surrender the Leased Premises in the same condition as when originally received by Tenant and in a good, clean, sanitary and safe condition 53 Free from Liens Tenant shall keep the Leased Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or on behalf of Tenant Tenant shall pay or cause to be paid any and all such claims or demands before any action is brought to enforce same against the Leased Premises 54 No Construction Obligations Landlord has no construction obligations of any kind under this Lease 6 INSURANCE AND INDEMNIFICATION 61 Insurance Provided by Landlord Landlord has no obligation to Tenant to maintain any insurance on the Leased Premises Any insurance maintained by Landlord shall be solely for the benefit of Landlord and Tenant waives any right of recovery from Landlord, its officers and employees, and Landlord hereby waives any right of loss or damage (including consequential loss) resulting from any of the perils insured against as a result of said insurance 62 Insurance Provided by Tenant (a) Tenant to Provide Personal Property Insurance Tenant, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on the structures, its trade fixtures, equipment, automobiles, personal property and other materials within the Leased Premises from loss or damage to the extent of their full replacement value 01203 0006/627831 1 E-8 (b) Tenant to Provide Liability Insurance Tenant shall, at Tenant's sole cost and expense, but for the mutual benefit of Landlord and Tenant, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Leased Premises on any area directly adjacent to the Leased Premises written on a per occurrence basis in an amount not less than a combined single limit of ONE MILLION DOLLARS ($1,000,000) for bodily injury, death, and property damage (c) Tenant to Provide Workers' Compensation Insurance Tenant shall, at Tenant's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both Tenant and Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Tenant in the course of conducting Tenant's business in the Leased Premises (d) General Provisions Applicable to Tenant's Insurance All of the policies of insurance required to be procured by Tenant under this Lease shall be primary insurance and shall name Landlord, its elected or appointed officers, employees, and agents as additional insureds The insurers shall waive all rights of contribution they may have against Landlord, its officers, employees and agents and their respective insurers All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to Landlord Prior to the Lease Commencement Date and at least thirty (30) days prior to the expiration of any insurance policy, Tenant shall provide Landlord with copies of all applicable polices evidencing the required insurance coverages written by insurance companies acceptable to Landlord, licensed to do business in the State of California and rated A VII or better by Best's Insurance Guide In the event the City Manager of Landlord, or his/her designee ("Risk Manager") determines that (i) Tenant's activities in the Leased Premises creates an increased or decreased risk of loss to Landlord, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Tenant agrees that the minimum limits of any insurance policy required to be obtained by Tenant may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Tenant shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Landlord within ten (10) days of receipt of notice from the Risk Manager Landlord and Tenant hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Leased Premises, or Tenant's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage Each of the parties, on behalf of their respective insurance companies insuring such property of either Landlord or Tenant against such loss, waive any right of subrogation that it may have against the other The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby 01203 0006/62783) I E-9 6 3 Indemnification of Landlord As material consideration to Landlord, Tenant waives all claims against Landlord for damage to the vehicles, equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Leased Premises and for injuries to persons in or about the Leased Premises, from any cause arising at any time Tenant agrees to indemnify Landlord, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or' in connection with the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Leased Premises by Tenant or its employees and invitees, or arising from the failure of Tenant to keep the Leased Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Tenant, or arising from Tenant's negligent performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of Landlord, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of Landlord, its officers, agents or employees, who are directly responsible to Landlord, and in connection therewith a Tenant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith, and b Tenant will promptly pay any judgment rendered against Landlord, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Tenant hereunder, and Tenant agrees to save and hold Landlord, its officers, agents, and employees harmless therefrom In the event Landlord, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Tenant, Tenant agrees to pay to Landlord, its officers, agents or employees, any and all costs and expenses incurred by Landlord, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees 7 ABANDONMENT AND SURRENDER 7 1 Abandonment Tenant shall not vacate or abandon the Leased Premises at any time during the Term, and if Tenant shall abandon, vacate or surrender the Leased Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Leased Premises shall be deemed to be abandoned, at the option of Landlord 01203 0006/627831 1 E-10 7 2 Surrender of Lease The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing authorized subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all of such subleases or subtenancies 8 DAMAGE AND DESTRUCTION In the event of the total or partial destruction of the Leased Premises, the Term, and unless the cause for such total destruction is the result of the of the sole gross negligence or willful misconduct of Landlord, its City Council, Boards, Commissions, directors, officers, employees, or agents, in which the Leased Premises are declared unsafe or unfit for occupancy by any public officer or entity having jurisdiction to so declare, then this Lease shall be terminated, and the Leased Premises shall be surrendered to Landlord 9 ASSIGNMENT AND SUBLETTING Tenant may not assign this Lease or sublet all or any portion of the Leased Premises, without the prior written consent of Landlord, which consent may be withheld in the reasonable discretion of Landlord and must be made only to a permitted assignee in accordance with Section 4 5 of the Services Agreement For purposes of this Lease, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment together with audited financial statements of Tenant 10 DEFAULT AND REMEDIES 10 1 Default by Tenant The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant (a) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice by Landlord to Tenant (b) A failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such failure shall continue for a period of thirty (30) days after written notice by Landlord to Tenant, provided, however, that if the nature of the default involves such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion (c) Tenant's default or breach of the Services Agreement 01203 0006/62783 I E-1 1 (d) Vacation or abandonment of the Leased Premises for a period of thirty (30) consecutive days by Tenant (e) The making by Tenant of any general assignment or general arrangement for the benefit of creditors, or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days), or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located in or about the Leased Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days, or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located in or about the Leased Premises or of Tenant's interest in this Lease, where such seizure is not discharged in thirty (30) days Any repetitive failure by Tenant to perform its agreements and obligations, though intermittently cured, may, at the sole election of Landlord, be deemed an incurable default Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or (b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Lease for which notices pursuant to (a) or (b) above were given for the first two (2) breaches shall, at the election of Landlord, be conclusively deemed to be an incurable repetitive failure by Tenant to perform its obligations Any notice required to be given by Landlord under this Section 10 shall be in lieu of and not in addition to any notice required under Section 1161 of the California Code of Civil Procedure 10 2 Remedies In the event of any such default or breach by Tenant, Landlord may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by Landlord for such purposes shall be paid by Tenant to Landlord upon demand and as additional rental hereunder In the event of any such default or breach by Tenant, Landlord shall have the right (i) to continue the lease in full force and effect and enforce all of its rights and remedies under this Lease, including the right to recover the rental as it becomes due under this Lease, or (ii) Landlord shall have the right at any time thereafter to elect to terminate the Lease and Tenant's right to possession thereunder Upon such termination, Landlord shall have the right to recover from Tenant (a) The worth at the time of award of the unpaid rental which had been earned at the time of termination, (b) The worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, 012030006/62783.) I E-12 (c) The worth at the time of award of the amount by which the unpaid rental for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, and (d) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under the lease or which in the ordinary course of things would be likely to result therefrom The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate then being charged by Bank of America, N A but in no event greater than the maximum rate permitted by law The worth at the time of award of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but in no event greater than ten percent (10%) As used herein "rental" or "rent" shall be the fair market rental set forth in Section 1 8, including the other sums payable hereunder which are designated "rent", "rental" or "additional rental" and any other sums payable hereunder on a regular basis Such efforts as Landlord may make to mitigate the damages caused by Tenant's breach of this Lease shall not constitute a waiver of Landlord's right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification against Tenant for any liability arising prior to the termination of this Lease for personal injuries or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from any such injuries and damages, including all attorney's fees and costs incurred by Landlord in defending any action brought against Landlord for any recovery thereof, and in enforcing the terms and provisions of this indemnification against Tenant Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Leased Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant's right of possession hereunder, unless and until Landlord elects to do so, and until such time Landlord shall have the right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and all other payments to be made by Tenant hereunder, as they become due Failure of Landlord to terminate this Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord's right to do so, including the prosecution of any unlawful detainer action against Tenant 10 3 No Waiver The waiver by Landlord of any term, covenant or condition shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition in this Lease Acceptance of late payment of Rent by Landlord shall not be deemed a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease 01203 0006/62783) I E-13 10 4 Landlord's Default Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord and to the holder of any first mortgage or deed of trust covering the Leased Premises whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation, provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance then Landlord shall not be deemed in default if Landlord commences performance within a (30) day period and thereafter diligently prosecutes the same to completion Tenant shall have the right to terminate this Lease as a result of Landlord's default but not to any damages 10 5 Sale of Leased Premises In the event of the sale of the Premises, Landlord shall be entirely freed and relieved of all liability under any and all of the covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale The purchaser, at such sale or any subsequent sale of the Leased Premises, shall be deemed, without any further agreements between the parties or their successors in interest or between the parties and any such purchaser, to have assumed and agreed to carry out each and all of the covenants and obligations of Landlord under this Lease 11 CONDEMNATION In the event a condemnation or a transfer in lieu thereof results in a taking of any portion of the Leased Premises, Landlord may, or in the event a condemnation or a transfer in lieu thereof results in a taking of twenty-five percent (25%) or more of the Leased Premises, Tenant may, upon written notice given within thirty (30) days after such taking or transfer in lieu thereof, terminate this Lease Tenant shall not be entitled to share in any portion of the award and Tenant expressly waives any right or claim to any part thereof If this Lease is not terminated as above provided, Landlord shall use a portion of the condemnation award to restore the Leased Premises 12 MISCELLANEOUS 12 1 Entry and Inspection Tenant shall permit Landlord and its agents to enter into and upon the Leased Premises at all reasonable times for the purpose of inspecting the same for compliance with applicable municipal or other laws, rule, and regulations, for the purpose of assuring that Tenant is complying with the terms and conditions of this Lease, for the purpose of confirming maintenance of the Leased Premises as required by this Lease, and/or to evaluate the completion of work requested and undertaken by Tenant (including compliance with correction notices, if any), or for the purpose of posting notices of non-liability for alterations, additions or repairs, or for the purpose of placing upon the Leased Premises any usual or ordinary signs or any signs for public safety as determined by Landlord Landlord shall be permitted to do any of the above without any liability to Tenant for any loss of occupation or quiet enjoyment of the Leased Premises Tenant shall permit Landlord, at any time within six (6) months prior to the expiration of this Lease, to place upon the Leased Premises any usual or ordinary "For Lease" signs, and during such six (6) 01203 0006/62783.) I E-14 month period Landlord or his agents may, during normal operating hours, enter upon said Leased Premises and exhibit same to prospective tenants 12 2 Estoppel Certificate If, as a result of a proposed sale, assignment, or hypothecation of the Leased Premises by Landlord, or at any other time, an estoppel certificate may be requested of Tenant Tenant agrees, within seven (7) days after written request, to deliver such estoppel certificate in the form reasonable required by Landlord addressed to any existing or proposed mortgagee or purchaser, and to Landlord, together with Tenant's current financial statements Tenant shall be liable for any loss or liability resulting from any incorrect information in the estoppel certificate, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement 12 3 Jurisdiction and Venue The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to either party as set forth herein shall be adequate service for such litigation The parties further agree that Los Angeles County, California is the proper venue for any litigation 12 4 Successors in Interest All covenants shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties 12 5 Entire Agreement This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein Tenant acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Landlord or its agents or representatives 12 6 Authority Tenant represents that each individual executing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of Tenant, in accordance with a duly adopted resolution of the Board of Directors, and that this Lease is binding upon Tenant in accordance with its terms Tenant represents and warrants to Landlord that the entering into this Lease does not violate any provisions of any other agreement to which Tenant is bound 12 7 Relationship of Parties The relationship of the parties is that of Landlord and Tenant Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of Tenant's activities, programs, services, or charitable purposes or activities 12 8 Nondiscrimination Tenant herein covenants for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the condition that there shall be 012030006/62783> 1 E-15 no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Leased Premises herein leased, nor shall Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Leased Premises 12 9 Notices Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to the other party, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and (i) by being personally served which shall be deemed received as of the personal deliver, (ii) by deliver by overnight carrier which shall be deemed received as of the delivery to the party, or (iii) by certified mail return receipt requested, postage prepaid, addressed which shall be deemed delivered three (3) days after deposit with the US Postal Service, to (a) Landlord, to City of Rancho Palos Verdes, at 30940 Hawthorne Blvd, Rancho Palos Verdes, California 90275, Attn City Manager, with a separate concurrent copy to the City Attorney at the same address, and (b) Tenant as specified in Section 1 6 Either party may change the address set forth herein by written notice sent as provided hereinabove 12 10 Waiver No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease 12 11 Force Majeure If either party shall be delayed or prevented from the performance of any act required in the Lease by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the delay Nothing in this Section shall excuse Tenant from the prompt payment of the annual rent or other charge or payment required of Tenant except as may be expressly provided elsewhere in this Lease 12 12 Attorney's Fees In the event that any action or proceeding is brought by either party to enforce any term or provision of this Lease, the prevailing party shall recover its reasonable attorneys' fees and costs incurred with respect thereto 01203 0006/62783.) 1 E-16 12 13 Recordation of Lease In accordance with Government Code Section 37393, this Lease shall be recorded in the Official Records of Los Angeles Upon termination of the Lease, Tenant shall execute and acknowledge any documents reasonably requested by Landlord in order to terminate the Lease of record This obligation shall survive termination of this Lease for any reason 12 14 Time Time is of the essence of every provision of this Lease 12 15 Exhibits Incorporated Exhibits "E-1" & "E-2" attached to this Lease are made a part hereof as if fully set forth herein IN WITNESS WHEREOF, the parties have duly executed this Lease on the day and year first above written TENANT LANDLORD STAY GREEN, INC, RANCHO PALOS VERDES, a California corporation a municipal corporation By _AM By Its W 1(hn ruikshank, Mayor CH -.11 HER AW0a0 Its ,/tcib jir1��'1 7 film) RAYMOND SrELS -. RIP.Rrn, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER, LLP By illiam W nder, City Attorney 01203 0006/62783 i E-17 EXHIBIT E-1 LEGAL DESCRIPTION OF PROPERTY That certain real property in the City of Rancho Palos Verdes County of Los Angeles, State of California legally described as THAT PORTION OF BLOCK H, AS SHOWN ON NIP OF THE RANCHO LOS PALOS VERDES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ALLOTTED TO JOTHAM BIXBY, BY DECREE IN PARTITION TN THE ACTION "BIXBY, ET AL. VS. VEN, ET AL. ", CASE NO. 2373, IN Ti'S DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF LOS ANGFLES AND ENTERED IN BOOK 4 PACE 57 OF JUDGMENTS, IN THE SUPERIOR COURT OF SAID COUNTY, DESCRIBED AS FOLLOWS: CO1O4ENCING AT A POINT, SAID POINT BEING THE COUNTY OF LOS ANGELES, TRIANGULATION MONUMENT SAV PEDRO HILLS D-7, AND HAVING STATE COORDINATES OF NORTH 4,019,330.05, EAST 4, 164,224.94, SAID POINT BEING LOCATED ON A POINT OF LAND NORTH OF PALOS VERDES DRIVE, OVERLOOKING POINT VICENTE LIGHTHOUSE; THENCE NORTH 53 DEGREES 31 MINUTES 58 SECONDS EAST 415.07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET OF BATTERY 240; THENCE NORTH 51 DEGREES 59 MINUTES 13 SECONDS EAST 55.00 FEET; THENCE NORTH 3B DEGREES 00 MINUTES 47 SECONDS WEST 56. 15 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUTES 43 SECONDS EAST 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 105.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCEE OF 111.73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EASE 69.38 FEET; THENCE SOUTH 86 DECREES 20 MINUTES 48 SECONDS EAST 212.34 FEET; THENCE NORTH 01 DEGREES 46 MINUTES 52 SECONDS WEST 109.94 FEET; THENCE NORTH 81 DECREES 44 MINUTES 11 SECONDS EAST 278. 53 FEET, THENCE SOUTH 88 DECREES 50 MINUTES 35 SECONDS EAST 60.60 FEET; THENCE SOUTH 71 DEGREES 55 MINUTES 48 SECONDS EAST 57.V3 FEET; THENCE SOUTH 62 DEGREES 00 MINUTES 18 SECONDS EAST 226. 14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 00 SECONDS EAST 84. 1.' FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING: A RADIUS or 550.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 02 DEGREES 18 MINUTES 26 SECONDS, A DISTAN2£ OF 22.15 FEET; THENCE SOUTH 62 DEGREES 19 MINUTES 00 SECONDS WEST 79.98; THENCE SOUTH 84 DEGREES 31 MINUTES 12 SECONDS WEST 216.25 FEET; THENCE NORTH 02 DECREES 24 MINUTES 09 SECONDS WEST 55.04 FEET, THENCE NORTH 87 DECREES . 34 MINUTES 50 SECONDS WEST 231.-6 FEET; THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAST 78.C6 FEET; THENCE NORTH 83 DECREES 00 MINUTES 49 SECONDS WEST 166 47 LEFT; TK£NCE NORTH 86 DEGREES 20 MINUTES 48 SECONDS WEST 212.15 FEET; THENCE NORTH 83 DECREES 01 MINUTES 10 SECONDS WEST 69.96 FEET TO A POINT BEING A TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE WESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 60 DECREES 58 MINUTES 07 SECONDS, A DISTANCE OF 90.54 FEET; THENCE SOUTH 36 DEGREES 00 MINUTES 43 SECONDS WEST 25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 20.110 FEET TO THE TRUE POINT OF BEGINNING. 01203 0006/62783) 1 E-18 EXHIBIT E-2 LEASED PREMISES : '...t., ' -p 1. , ' ,1 N ;., ___ , , , J: ., , . ,,,‘, ,. as, ...„. o. ..., ._._..,_,. ..„._.. .„,,,,,,,,,,,,,- „. ,. 9 zt a t. 'si ...(:*:!1..:: • .,t`e'e '4",:, ,, ° '. r Stay Green Lease area 26,755 SqFt n: 77—'11,-- ., ;-4-;-,,, : ,, , - , ,,,,....,,ft7T-,, 01203.0006/627835.1 E-19 • • ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document STATE OF CALIFORNIA ) 1 ss COUNTY OF S A-ApQliaS ) On_Seetvg g , 2020 before me, (A. , UGLvt, es- , a notary public, personally appeared ev.eivtwho proved to me on the basis of satisfactory evidenc to be the person whose name(s)Oare subscribed to the within instrument and acknowledged to me tha Ii /she/they executed the same in i Vher/their authorized capacity(ieas-}, and that by gher/their signature( -on the instrument the person(&)-or the entity upon behalf of which the person(. -acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal � �.�, MAGDALENA VANCE s �'�F Notary Public-California ir^ K ' •� � Los Angeles County i /; e � ) z V ` Commission#2303398 t(/ 1__ __ _ My Comm Expires Aug 29 2023 t ota Public ` ` SEAL 01203 0006/62783-' 1 E-20 ' ' ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document STATE OF CALIFORNIA ) ss COUNTY OF I-bC 3i?1Q S ) On ,ayt u a r g , 2020 before me, a. V 01Y1W2- , a notary public, personally apie2 ilk OA( ared CAI).is\v p w1 !fin 5-D-10 who proved to me on the basis of satisfactory evidence to be the person(s)-whose name(. are subscribed to the within instrument and acknowledged to me that(ilshe/they executed the same in is her/their authorized capacity(4es) and that byQher/their signatures}on the instrument the person(*) or the entity upon behalf of which the person(Ij'acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal ,,.:., MAGDALENA VANCE V-------dt, Notary Public California 1' �. Los Angeles County r►� Commission#2303398 /n��� CPI M Comm Expires Aug 29 2023 DL I Nota ' slic SEAL 01203 0006/62783.) i E-2I a r CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document State of California County of LoS Prneylts On SarV,rani 31 I?DAD before merre✓tfiaPy rnou ent akazka,.i rlc-farf p)k c, Date Here Insert Name and Title of the Officer personally appeared iphfn Cat I�s1�ar�1+L Name,(eof Signerfs)' who proved to me on the basis of satisfactory evidence to be the person(sj'whose name(s)'is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/bet/419er.authorized capacity,(aez)'and that by his/her/114e r signature( on the instrument the person' or the entity upon behalf of which the persop(sracted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct TERESAPRIMAVERC,TWITNESS my hand and official seal Notary Public Californiaforma Los Angeles County •`���-J�` Commission x 2290614 My Comm Expires Jun 26 2023 Signatur ave,t4.— Q.�Q,Q.fG- Signat re of No Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document Document Date Number of Pages Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name Signer's Name ❑Corporate Officer — Title(s) ❑Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other ❑ Other Signer Is Representing Signer Is Representing Ly L�✓,L�L�✓,L�L�L�L�LV L�4�L\ULA✓,LvL�L�L�L�✓,L\?bL�✓.L�L�L�L�✓,L��:L`%L�<�✓<�✓,L\'!L`.L\'SL�L�L`d,L`✓L`✓L\`�.L`,A✓L�L�✓,L�L�L��:L�✓,L. ©2014 National Notary Association •www NationalNotary org • 1-800-US NOTARY(1-800-876-6827) Item #5907 , s AMENDMENT NO.3 TO AGREEMENT FOR CONTRACT SERVICES THIS THIRD AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment No. 3") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and STAY GREEN, INC., a California corporation ("Contractor") is effective as of the 16th day of July, 2019. RECITALS A. City and Contractor entered into an Agreement for Contractual Services dated February 1, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor, materials, equipment, and services as set forth in the bid documents for the project entitled Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services (the "Services"). B. The term of the Agreement is from February 1, 2017 to January 31, 2020. The Agreement also provides for three one-year options to renew, based on Contractor performance and mutual written consent. The Contract Sum for the Agreement is $3,224,909.52, with an annual not-to-exceed amount of$1,074,969.84. C. On October 17, 2017, the City and Contractor entered into Amendment No. 1 to the Agreement to increase the volume of Contractor's Services by increasing the size of the landscaping crew and supplying all necessary materials and funding for the crews. Amendment No. 1 increased Contractor crews by four full-time employees; increased the authorized equipment level to include two trucks, two trailers, and various landscaping tools; and increased the authorized material levels for decomposed granite and communications devices. Amendment No. 1 also increased the Contract Sum to $3,739,234.52 and established a not-to-exceed annual amount of$1,332,132.84. D. On June 18, 2019, City and Contractor entered into Amendment No. 3 to the Agreement, expanding the Services to include brush clearance for fuel modification services for FY 2019-20, increasing the annual compensation for FY 2019-20 to $1,431,846.84, and accordingly the Contract Sum to $3,838,949.52. E. The City and Contractor now desire to amend the Agreement a third time to correct the Contractor's rates for fuel modification services, and to add a deadline for completion for each fuel modification task. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in l ). (a) Section I.F of Exhibit "C", Schedule of Compensation, is amended to read: "F. Brush Clearance Services: 1. Stay Green Inc. shall complete all brush clearance services at the rate of$1295 per acre, to a total of 77 acres. Stay Green Inc. shall not conduct such services of$99,715. Item No. Description Cost Per Hour 1. Category 1*Brush Clearance $1295 2. Category 2*Brush Clearance $4250 TOTAL COST- $99,715" (d) Section II.0 of Exhibit "D", Schedule of Performance, is hereby added to the Agreement to read as follows: "Brush Clearance services will be completed in each assigned area within two weeks of the location being assigned to Contractor. The City's Contract Officer may extend the time to complete each assigned area as he/she deems appropriate, in consultation with Contractor" 2. Continuing Effect of Agreement. Except as amended by Amendments No. 1, 2, and 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term "Agreement" appears in the Agreement, it shall mean Agreement, as amended by Amendments No. 1, 2, and 3. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under Agreement, as amended. Each Party represents and warrants to the other that there have been no written or oral modifications to Agreement, as amended, other than as provided herein. Each Party represents and warrants to the other that Agreement, as amended, is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under Agreement, as amended. City represents and warrants to Contractor that, as of the date of this Amendment No. 3, Contractor is not in default of any material term of Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under Agreement, as amended. 4. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 01203.0006/568337.1 -2- 5. Authority. The persons executing this Amendment No. 3 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Agreement, and(iv)the entering into this Amendment No. 3 does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES OF FOLLOWING PAGE] 01203.0006/568337.1 -3- • IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Pi)VoU ) Je V. Duhovic, Mayor ATT " ' • 4011k_ it= be , City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP W. a") William W. Wyn.,$ ity Attorney CONTRACTOR: STAY GREEN, INC., a California corporation BY: Name: s� ''Pi Title: `Ems6g-11vc al' By: Name: 1 0 Title. 0 Address: 26415 Summit Circle, Santa Clarita, CA 91350 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/568337.1 -4- CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles } On July 22, 2019 before me, Jorge Dario Donapetry, Notary Public (Here insert name and title of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is re subscribed to the within instrument and acknowledged to me that 1ij1he/they executed the same inia, er/their authorized capacity(ies), and that by 01D er/their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JORGE DARIO DOIiIAPETRY WITNESS m •1d and official seal. .-= �''�:. Commission No.2121804 -4 '`) NOTARY PUBLIC-CALIFORNIA I At.. LOS ANGELES COUNTY My Coram.ExpresAUGUST 1,2019 1 Notary Pu. '2 ur- (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION ThisINSTRUCTIONS FOR COMPLETING THIS FORM form complies with current California statutes regarding notary warding and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other states mai be completed for documents being sent to that state so long Amendment No. 3 as the wording does not require the California notary to violate California notary law. (Title or description of attached document) • State and County information must be the State and County where the document City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 4 Document Date 7/22/19 • commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/she/they, is/are)or circling the correct forms.Failure to correctly indicate this El Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ • Signature of the notary public must match the signature on file with the office of Partner(s) the county clerk. El Attorney-in-Fact ❖ Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document,number of pages and date. • Other Branch Manager •:• Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). a;_., z ,} :a • Securely attach this document to the signed document with a staple. • CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles } On July 22, 2019 before me, Jorge Dario Donapetry, Notary Public (Here insert name and title of the officer) personally appeared Christopher Allan Angelo who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) re subscribed to the within instrument and acknowledged to me that Jj he/they executed the same in iAlrak er/their authorized capacity(ies), and that by 411D er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JORGE DARIO DONAPETRY WITNESS d and official seal. t Commission No.2121804 g / V ` :. , ,f NOTARY PUBLIC-CALIFORNIA 2 •E ANGELES COUNTY My Comm.Expires AUGUST 1,2019 Notary 'ubl -t re (NotaryPublic Seal) g ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM Thus form complies with current California statutes regarding notary wording and. DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other states mai be completed for documents being sent to that state so long Amendment No. 3 as the wording does not require the California notary to violate California notary law. (Title or description of attached document) • State and County information must be the State and County where the document City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages Z 7/22/19 9 Document Date commission followed bya comma and thenyour title(notarypublic). P ) • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/she/they, is/aie)or circling the correct forms.Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ▪ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Chris Angelo, President/CEO Impression must not cover text or lines. If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. El Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attorney-in-Fact ❖ Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document,number of pages and date. ❑ Other • Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2015 r r .; _ • Securely attach this document to the signed document with a staple. AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACT SERVICES THIS SECOND AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES("Amendment No. 2")by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and STAY GREEN, INC., a California corporation ("Contractor")is effective as of the 13 th day of June, 2019. RECITALS A. City and Contractor entered into that certain Agreement for Contractual Services dated February 1, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor, materials, equipment, and services as set forth in the bid documents for the project entitled "Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services" (the"Services"). B. The term of the Agreement is from February 1, 2017 to January 31, 2020. The Agreement also provides for three (3) one-year options to renew, based on Contractor performance and mutual written consent. The total not-to-exceed amount for the Agreement is $3,224,909.52,with an annual not-to-exceed amount of$1,074,969.84. C. On October 17, 2017, the City and Contractor entered into Amendment No. 1 to Agreement to increase the Contractor's level of effort by increasing the landscaping crew and supplying all necessary materials and funding for the crews. Amendment No. 1 increased the authorized manning by four full-time employees; increased the authorized equipment level to include two trucks, two trailers, and various landscaping tools; and increased the authorized material levels for decomposed granite and communications devices. D. Amendment No. 1 also increased the total Contract Sum to $3,739,234.52 and established a not-to-exceed annual amount of$1,332,132.84. E. The City and Contractor now desire to amend the Agreement, as amended, to further expand the Contractor's scope of services to include brush clearance for fuel management services, requiring an accompanying increase in the Contract Sum to $3,838,949.52, and the annual not-to-exceed amount for FY 2019-20 to $1,431,846.84. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics,deleted text in strike- ). (a) Section 2.1,Contract Sum,is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed "::. • - : .. ! : :. • :, , 3,838,949.52 (Three Million Eight Hundred and Thirty-Eight Thousand Nine Hundred and Forty Nine Dollars and Fifty Two Cents) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." (b) Exhibit "A", Scope of Services, is hereby replaced in its entirety with Exhibit "A", (Second Amended) Scope of Services, attached hereto. Exhibits "A-1", Schedule of Required Equipment, and "A-2", Contractor Provided Materials, shall remain unchanged from Amendment No. 1. (e) Exhibit "C", Schedule of Compensation, is hereby replaced in its entirety with Exhibit"C", (Second Amended) Schedule of Compensation, attached hereto. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean Agreement, as amended, and this Amendment No. 2 to Agreement, as amended. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under Agreement, as amended. Each Party represents and warrants to the other that there have been no written or oral modifications to Agreement, as amended, other than as provided herein. Each Party represents and warrants to the other that Agreement, as amended, is currently an effective,valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under Agreement,as amended. City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of Agreement, as amended, and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under Agreement, as amended. 4. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Agreement,and(iv)the entering into this Amendment No. 2 does not violate any provision of any other Agreement to which said party is bound. 01203.0006/559585.1 -2- IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation iv Ark V. IP ovic, Mayor ATTEST: Emily Co , City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP William W. der, City Attorney CONTRACTOR: STAY GREEN, INC., a California corporation V-Z a By: < -:k2 Q `� 's� Name: 5-x 5 V Q q.S\ tiv. k1s6 4,1 Title: pesc By: Name: Title: Address: 26415 Summit Circle, Santa Clarita, CA 91350 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/559585.1 -3- California All-Purpose Certificate of Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California s.s County of Lose Angeles On ) )C I [ 1 before me, DONALD VALLECILLO, NOTARY PUBLIC, personally appeared S+cin See ty who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Calif* nia that the foregoing paragraph is ,•,3.4•,, DONALD VALLECILLO true and correct _s* NotaryPublic-California 1/4 s Los Angeles County • Commission=2211357 WITNES / han• _n. off seal. My Comm.Expires Aug 25,2021 Seal OPTIONAL INFORMATION Ithough the information in this section is not required by law,it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of 1Ata <#r.& , .k Afar 2 Ta 143 Y�,...&}- Ca.�ycc�- S�+ro c er '( C¢rtec, 'L-c t�F Containing 1 1� pages,and dated �(1-c-1(7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2019 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED 0 GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/559585.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2019 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED 0 GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/559585.1 EXHIBIT"A" (SECOND AMENDED) SCOPE OF SERVICES Contractor shall perform the following services for City in accordance with the requirements set forth in the "General Provisions", "Special Provisions", "Performance Work Statement", and "Annexes A through E" in the bid documents for the project entitled LABOR AND EQUIPMENT FOR CITY LANDSCAPING, GENERAL MAINTENANCE,AND LITTER& TRASH SERVICES: A. Contractor shall provide onsite service labor for Landscape Services, General Maintenance Services, Trash, Litter& Debris Services, and offsite Administrative Services for the amounts listed in Exhibit"C", Section I.A. i. Lease of City Property 1. Contractor and City shall enter into the Lease Agreement attached hereto as Exhibit"E"through which Contractor will lease property at City Hall from which to conduct the services described herein. ii. Administration Services 1. Contractor shall establish and manage a maintenance service request reception desk offsite; utilizing CityWorks and transparent to DPW and all City Departments. (Reference: Performance Work Statement, Section P.2.) iii. Landscape Services 1. Contractor shall establish and operate a Landscape Services Section to maintain parks, trails, open spaces, rights of way, medians, infrastructure, assets, and utilities in the City through inspections, scheduled maintenance, preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk. Landscape Services capabilities will include, but not be limited to: Landscaping services, fuel modification services, irrigation system maintenance, pest control, and trails and open space maintenance. (Reference: Performance Work Statement, Section P.3.) The specific details of the Landscape Services Section are described in Performance Work Statement, Section P.3. iv. General Maintenance Services 01203.0006/559585.1 1. "Contractor shall establish and operate a General Maintenance Section to maintain buildings, infrastructure, assets, and utilities in City, through inspections, scheduled maintenance, preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk. General Maintenance Service's capabilities will include, but not be limited to: Plumbing, carpentry, masonry, painting, inspecting, welding, fencing, material handling, cleaning, and general labor." (Reference: Performance Work Statement, Section P.4.) v. Trash, Litter, and Debris Services 1. "Trash: Contractor shall be remove all trash, recyclables and debris from City trash cans daily (7 days/week) IAW [in accordance with] the TE [Technical Exhibits, or Annexes A-E]." (Reference: Performance Work Statement, Section P.5.) 2. "Litter and Debris: Contractor shall remove litter and debris found within the contract areas daily (7 days/week) IAW the TE. Liter and debris includes, but is not limited to: mattresses, furniture, cartons, bottles, paper, plastic, metal, tires, stones, soil, organic materials, flyers, decorations, and advertisements. Contract areas shall include, but not be limited to: utility poles, sign posts, trash cans, buildings, and other improvements within the City right of way and on other City owned parcels to include Parks, trails, and open spaces." (Reference: Performance Work Statement, Section P.5.) B. Contractor shall provide all vehicles and equipment listed in Exhibit "A-1" for the amounts listed in Exhibit"C", Section I.B. C. Contractor shall provide materials listed in Exhibit"A-2" for the amounts listed in Exhibit"C", Section I.C. D. Contractor shall perform on-call services not covered in Section A above, as requested in writing by City's Contract Officer, in accordance with the rates quoted in Contractor's proposal in Bid Category 4 Bid Alternates, for an aggregate annual not-to-exceed amount of$25,000 and with a three-year not-to- exceed amount of $75,000 and such labor to be compensated for pursuant to Section D of Exhibit "C," Schedule of Compensation. On-call services are for emergency responses to incidents which occur outside of normal business hours. This is limited to incidents which pose a significant risk to the life, safety, health or environment. i. On-call services rendered shall be itemized on monthly invoices and be accompanied by City's Contractg Officer's letter of authorization. 01203.0006/559585.1 E. Contractor shall provide and complete brush clearance on regular time up to 77 acres, for the amounts listed in Exhibit"C"(Second Amended) Section(I)(F). II. As part of the Services, Contractor shall prepare and deliver the following tangible work products to the City: A. Landscape Services Standard Operating Procedure (Reference: Performance Work Statement, Section P.3.4.) B. Maintenance Services Standard Operating Procedure (Reference: Performance Work Statement, Section P.4.4.) III. In addition to the requirements of Section 6.2, during performance of the Services, Contractor shall keep City's Contract Officer appraised of the status of performance by delivering the following status reports: A. Weekly Work Order Report (Reference: Performance Work Statement, Section P.2.3.) B. Monthly Work Order Report (Reference: Performance Work Statement, Section P.2.4.) C. Monthly Irrigation Report (Reference: Performance Work Statement, Section P.3.15.1.1.) D. Monthly Pesticide Use Report (Reference: Performance Work Statement, Section P.3.33.2.2.) E. Monthly Lighting System Report (Reference: Performance Work Statement, Section P.4.14.9.3.) F. Monthly Playground Safety Inspection Sheets (Reference: Performance Work Statement, Section P.4.14.14.) IV. All work product is subject to review and acceptance by City's Contract Officer, and must be revised or corrected by Contractor without additional charge to City until found satisfactory and accepted City's Contract Officer. V. Contractor shall utilize the following personnel to accomplish the Services: A. 1 Each- Service Request Technician B. 2 Each-Lead Landscape Technician C. 2 Each- Senior Landscape Technician D. 1 Each- Irrigation Technician E. 6 Each—Landscape Laborer 01203.0006/559585.1 F. 1 Each- Lead Maintenance Worker G. 1 Each—Senior Maintenance Worker H. 2 Each—Maintenance Laborer I. 3 Each—Litter Laborer 01203.0006/559585.1 EXHIBIT"C" (SECOND AMENDED) SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: A. Labor: ITEM DESCRIPTION, ESTIMATED COST ANNUAL 3 YEAR NO. UNIT ANNUAL PER COST BASE TERM QUANTITY HOUR COST BID CATEGORY 1: LABOR COST Service Request 2080 HRS $22.50 $46,800 $140,400 1. Technician, One FTE Lead Landscape 4160 HRS $32.00 $133,120 $332,800 2. Technician, Two FTEs Senior Landscaper, 4160 HRS $24.50 $101,920 $254,800 3. Two FTEs Irrigation Technician, 2080 HRS $33.00 $68,640 $205,920 4. One FTE Landscape Laborer, 12,480 HRS $19.50 $243,360 $648,960 5. Six FTEs Lead Maintenance 2080 HRS $24.50 $50,960 $152,880 6. Worker, One FTE Senior Maintenance 2080 HRS $22.50 $46,800 $140,400 7. Worker, One FTE Maintenance Laborer, 4160 HRS $19.50 $81,120 $243,360 8. Two FTEs Litter Laborer, Three 6240 HRS $19.50 $121,680 $365,040 9. FTEs SUB TOTAL BID CATEGORY 1: XX $894,400 XX ANNUAL LABOR COST it(Iems 1-9) SUB TOTAL BID CATEGORY 1: 3 YEAR BASE TERM LABOR COST XX XX $2,484,560 (Items 1-9) 01203.0006/559585.1 B. Vehicles and Equipment: Description Monthly Annual 3 Year Base Cost Cost Term Cost SUB TOTAL BID CATEGORY 2 — $19,480 $233,760 XX ANNUAL VEHICLES AND EQUIPMENT SUB TOTAL BID CATEGORY 2 — 3 YEAR BASE TERM VEHICLES AND XX XX $659,960 EQUIPMENT C. Contractor Provided Materials: Description Monthly Annual 3 Year Base Cost Cost Term Cost SUB TOTAL BID CATEGORY 3 — MONTHLY CONTRACTOR PROVIDED $6,339 XX XX MATERIAL COSTS SUB TOTAL BID CATEGORY 3 — ANNUAL CONTRACTOR PROVIDED XX $76,068 XX MATERIAL COSTS SUB TOTAL BID CATEGORY 3 — 3 YEAR BASE TERM CONTRACTOR XX XX $211,002 PROVIDED MATERIAL COSTS D. On-call services not covered in Section A: Item No. Description Cost Per Hour BID CATEGORY 4 BID ALTERNATES XX 1. Service Request Technician Overtime $33.75 2. Lead Landscape Technician Overtime $48.00 3. Senior Landscaper Overtime $36.75 4. Irrigation Technician Overtime $49.50 5. Landscape Laborer Overtime $29.25 6. Lead Maintenance Worker Overtime $36.75 7. Senior Maintenance Worker Overtime $33.75 8. Maintenance Laborer Overtime $29.25 9. Litter Laborer Overtime $29.25 BID CATEGORY 4—ANNUAL NOT-TO-EXCEED TOTAL COST$25,000 BID CATEGORY 4—3 YEAR NOT-TO-EXCEED TOTAL COST$75,000 E.Lease of City Property: 1. Lease. $80,265/year($240,795 over three years) for Lease. 01203.0006/559585.1 2. Administrative Costs. Approximately $22,639 /year ($67,917 over three years) for administrative costs, including but not limited to administration of the Lease, security fencing, taxes, and utilities associated with the Lease. The City will pay these costs upon submission of valid invoices itemizing such costs. F. Brush Clearance Services: 1. Contractor shall complete all brush clearance services at the rate of$1295 per acre (including labor and materials), to a total of 77 acres. Contractor shall not conduct such services for more than 77 acres, resulting in a total amount for brush clearance services of$99,715. II. Retention: NOT APPLICABLE. III. Within the budgeted amounts for each Task, and with the approval of City's Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. City will compensate Contractor for the Services performed upon submission of a valid invoice.Each invoice is to include: A. Line items for all personnel describing the work performed, Contractor's employee name who performed the work,the number of hours worked, applicable City account charge codes, the hourly rate, and supporting documentation to include copies of City verified timesheets. B. Line items for all equipment shall be prorated monthly based on total annual cost (annual cost/ 12=monthly rate). C. Line items for all materials shall be prorated monthly based on total annual cost (annual cost/ 12 =monthly rate). D. Line items for all approved on-call services for all personnel describing the work performed, contractor's employee name who performed the work, the number of hours worked, applicable City account charge codes, the hourly rate, and supporting documentation to include copies of City verified timesheets and a copy of written on- call services authorization(s)from Contracting Officer, or his designee. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. Contractors billing rates for all personnel are detailed in Exhibit C, Section I,A and D. 01203.0006/559585.1 AMENDMENT NO. i TO AGREEMENT FOR CONTRACT SERVICES THIS FIRST AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES ("Amendment") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and Stay Green, Inc., a California corporation ("Contractor")is effective as of the 17th day of October,2017. RECITALS A. City and Contractor entered into that certain Agreement for Contractual Services dated February 1, 2017 ("Agreement") whereby Contractor agreed to provide all work, labor, materials,equipment,and services as set forth in the bid documents for the project entitled Labor and Equipment for City Landscaping, General Maintenance, and Litter & Trash Services (the "Services"). 13. The term of the Agreement is from February 1, 2017, to January 31, 2020. The Agreement also provides for three(3)one-year options to renew,based on Contractor performance and mutual written consent. The total not-to-exceed amount for the Agreement is $3,224,909.52, with an annual not-to-exceed amount$1,074,969.84. C. City and Contractor now desire to amend the Agreement to increase the Contractor's level of effort by increasing the landscaping crew and supplying all necessary materials and funding for the crews.This Amendment would increase the authorized manning by four full-time employees; increase the authorized equipment level to include two trucks, two trailers,and various landscaping tools;and increase the authorized material levels for decomposed granite and communications devices. D. City and Contractor also desire to increase the total not-to-exceed amount to $3,739,234 and to establish a not-to-exceed amount of$1,332,132 for fiscal years 2017-2018 and 2018-2019. TERMS 1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics,deleted text in st f ke-thro )• (a) Section 2.1,Contract Sum,is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed • = '_ - ' ! Three Million Seven Hundred and Thirty-Nine Thousand Two Hundred and Thirty-Four Dollars($3,739,234)(the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." Page 1 of 21 (b) Exhibit "A", Scope of Services, is hereby replaced in its entirety with Exhibit"A",(First Amended)Scope of Services,attached hereto. (c) Exhibit"A-1",Annex D Schedule of Required Equipment,is hereby replaced in its entirety with Exhibit"A-1",(First Amended)Annex D—Schedule of Required Equipment,attached hereto. (d) Exhibit"A-2",Contractor Provided Materials,is hereby replaced in its entirety with Exhibit "A-2", (First 'tmended) Annex E — Contractor Provided Materials, attached hereto. (e) Exhibit "C", Schedule of Compensation, is hereby replaced in its entirety with Exhibit"C",(First Ajmrender°Schedule of Compensation,attached hereto. 2. Continuing Effect of Agreement. Except as amended by this Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term"Agreement" appears in the Agreement, it shall mean the Agreement,as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement.Each Party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each Party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that,with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Contractor that, as of the date of this Amendment, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both,would constitute a material default under the Agreement. 4. Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority.The persons executing this Amendment on behalf of the Parties hereto warrant that(i) such party is duly organized and existing,(ii)they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Amendment does not violate any provision of any other Agreement to which said party is bound. 01203.0006'408608 3 .. ,. Page 2 of 21 IN WITNESS WHEREOF,the Parties hereto have executed this Amendment on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation c"----fl-c-e)-., Afreis4... Mayor ATTESIllk 11111111M , ili , ilai.., , 1 Clerk APPROVE ► AS TO FORM: ALESIIIRE & WYNDER, LLP City 0 orney CONTRACTOR: Stay Green, INC. By: l/ • Name: Sffit/ t-L ii Title: op o v"-4( f fuv'-�-V_'. By: Name: Title: Address: 26415 Summit Circle, Santa Clarita, CA 91350 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/408608.3 -3- A-3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 C� .CSC C C C C C C C C C C C C C CCC C!:�C C C CCCCC.. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of 45 Ar S ) a�C n On7/.3i/e?oi� before me, err � lea- Date Here Insert Name and Title of the icer personally appeared te Nam-KO of Signer) who proved to me on the basis of satisfactory evidence to be the person(rwhose name( ) is/ace- subscribed to the within instrument and acknowledged to me that he/ y executed the same in his/IRERthtsir authorized capacity,and that by his/h.e-/tl eir-signature($-on the instrument the person(ar, or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. TERESA PR1 AVERA-TAKAOKA WITNESS my hand and official seal. Commission#2113492 Notary Public-California z Z w , Vigil' Los Angeles County -• - My Comm.Expires Jun 26,2019 Signatue‘lt Atiate454. Signature of No ry Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document S4-441,0* Title or Type of Document: /S1hortoi-Sefoccumentd Date: iolOr7 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑ Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: G4S1'G iS✓ice✓i\✓iS✓ice'✓,iS✓,S''✓,iS✓iS✓iS✓%Slt iS.�iS✓i�✓,i`✓iS✓ice✓iS✓i 4S'✓,i`✓iS✓iS✓iS✓iSI ice✓i��S'✓,iS✓iS'✓,ice✓Ss iS✓i`✓iS✓iS✓iS✓iS✓i�✓iS✓iS✓iS✓iS✓iS✓iS✓i ©2014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 EXHIBIT"A" (FIRST AMENDED) SCOPE OF SERVICES Stay Green, Inc. shall perform the following services for the City of Rancho Palos Verdes in accordance with the requirements set forth iii the "General Provisions", "Special Provisions","Performance Work Statement", and "Annexes A through E" in the bid documents for the project entitled LABOR AND EQUIPMENT FOR CITY LANDSCAPING, GENERAL MAINTENANCE, AND LITTER & TRASH SERVICES: A. Stay Green,Inc.shall provide onsite service labor for Landscape Services,General Maintenance Services,Trash, Litter& Debris Services,and offsite Administrative Services for the amounts listed in Exhibit"C",Section I.A. i. Lease of City Property I. Contractor and the City shall enter into the Lease Agreement attached hereto as Exhibit"E" through which Contractor will lease property at City Hall from which to conduct the services described herein. ii. Administration Services 1. Contractor shall establish and manage a maintenance service request reception desk offsite; utilizing CityWorks and transparent to DPW and all City Departments.(Refetence: Performance Work Statement, Section P.2.) iii. Landscape Services I. "Contractor shall establish and operate a Landscape Services Section to maintain parks,trails,open spaces,rights of way,medians, infrastructure, assets, and utilities in the City through inspections, scheduled maintenance, preventive maintenance, and customer- generated work orders, received through the maintenance service request reception desk.Landscape Services capabilities will include, but not be limited to: Landscaping services, fuel modification services, irrigation system maintenance,pest control, and trails and open space maintenance." (Reference: Performance Work Statement, Section P.3.) The specific details of the Landscape Services Section are described in Performance Work Statement, Section P.3. iv. General Maintenance Services 01203.0006:408608.3 Page 6 of 21 I. "Contractor shall establish and operate a General Maintenance Section to maintain buildings, infrastructure, assets, and utilities in the City, through inspections, scheduled maintenance, preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk. General Maintenance Service's capabilities will include, but not be limited to: Plumbing, carpentry, masonry, painting, inspecting, welding, fencing,material handling,cleaning,and general labor."(Reference: Performance Work Statement, Section P.4.) v. Trash,Litter and Debris Services I. "Trash: Contractor shall be remove all trash, recyclables and debris from City trash cans daily(7 days/week) IAW [in accordance with] the TE [Technical Fxhibits, or Annexes A-E]." (Reference: Performance Work Statement, Section P.S.) 2. "Litter and Debris: Contractor shall remove litter and debris found within the contract areas daily(7 days week)IAV'the TE. Liter and debris includes, but is not limited to: mattresses, furniture,cartons, bottles, paper, plastic, metal, tires, stones, soil, organic materials, flyers,decorations,and advertisements.Contract areas shall include, but not be limited to: utility poles, sign posts, trash cans, buildings, and other improvements within the City right of way and on other City owned parcels to include Parks, trails, and open spaces." (Reference: Performance Work Statement,Section P.S.) B. Stay Green, Inc. shall provide all vehicles and equipment listed in Exhibit"A-I" for the amounts listed in Exhibit"C",Section I.B. C. Stay Green, Inc. shall provide materials listed in Exhibit "A-2" for the amounts listed in Exhibit"C",Section I.C. D. Stay Green, Inc. shall perform on-call services not covered in Section A above,as requested in writing by the Contract Officer,in accordance with the rates quoted in the Contractor's proposal in Bid Category 4 Bid Alternates,for an aggregate annual not-to-exceed amount of$25,000 and with a three-year not-to-exceed amount of $75,000 and such labor to be compensated for pursuant to Section D of Exhibit"C," Schedule of Compensation. On-call services are for emergency responses to incidents which occur outside of normal business hours. This is limited to incidents which pose a significant risk to the life,safety, health or environment. i. On-call services rendered shall be itemized on monthly invoices and be accompanied by the Contracting Officer's letter of authorization. If, As part of the Services,Stay Green,Inc.will prepare and deliver the following tangible work products to the City: 01203 000W48608 3 Page 7 of 21 A. Landscape Services Standard Operating Procedure(Reference: Performance Work Statement, Section P.3.4.) B. Maintenance Services Standard Operating Procedure (Reference: Performance Work Statement,Section P.4.4.) III. In addition to the requirements of Section 6.2,during performance of the Services, Stay Green, Inc.will keep the City appraised of the status of performance by delivering the following status reports: A. Weekly Work Order Report (Reference: Performance Work Statement, Section P.2.3.) B. Monthly Work Order Report (Reference: Performance Work Statement, Section P.2.4.) C. Monthly Irrigation Report (Reference: Performance Work Statement, Section P.3.15.1.1.) D. Monthly Pesticide Use Report (Reference: Performance Work Statement, Section P.3.33.2.2.) E. Monthly Lighting System Report (Reference: Performance Work Statement, Section P.4.14.9.3.) F. Monthly Playground Safety Inspection Sheets (Reference: Performance Work Statement,Section P.4.14.14.) IV. All work product is subject to review and acceptance by the City,and must be revised by Stay Green,Inc.without additional charge to the City until found satisfactory and accepted by City. V. Stay Green,Inc.will utilize the following personnel to accomplish the Services: A. l Each-Service Request Technician B. 2 Each-Lead Landscape Technician C. 2 Each-Senior Landscape Technician D. 1 Each-Irrigation Technician E. 6 Each - Landscape Laborer F. 1 Each - Lead Maintenance Worker G. 1 Each Senior Maintenance Worker 01203,0006/408608.3 Page 8 of 21 H. 2 Each Maintenance Laborer I. 3 Each Litter Laborer 01203 00066108 013.3 Page 9 of 21 EXHIBIT"A--1" (FIRST AMENDED) ANNEX D—SCHEDULE OF REQUIRED EQUIPMENT Functional PWS Horse area Reference Nomenclature Name Specification Size Power/ Grade Quantity dls lacement Tarp, 1 Landscape equipment. ; 161_20'x Landscaping P.3.8.1. Utility trailer trailer ramp,48 side 8'deck N/A Commercial 4 rails&warning beacon Landscaping P.3.8.2. Mower Zero turn Mulching 60"deck 25Hp Commercial 2 radius,riding Compact 4WD`PTO, I 30Hp to Landscaping P.3.8.3. Tractor Utility loader,& 3- SOH Commercial 1 point hitch p Landscaping P.3.8.3. Box Blade Gannon With scarifier 65" N/A Commercial 1 �� 3-point,lift I I , Landscaping P.3.8.3. Mower Rotary type,540RPM 72" n/a Commercial 1 cutter PTS Landsca in P.3.8.4. Brush Chipper Trader 6 +feed 25Hp to Landscaping pp mounted throat 35H Commercial 1 A L P.3.8.5. Chain saw Large � 30"bar >50cc Professional 4 Landscaping P.3.8.5. Chain saw Medium 20"-24" <50cc Professional 4 bar Personal 1 f Landscaping P.3.8.5. Protective Chaps 6 Ply 32"to 40'' N/A Commercial 8 i Clothing Personal Head,face, Landscaping P.3.8.5. Protective hearing Adjustable N/A Professional 8 Clothin protection Landscaping P.3.8.6 Pole Pruner Gas Adjustable 18' ole 36.3cc Professional 4 powered 18'p ole P.3.8.7. Trimmer , Gas , 16.5"cut 36.3cc Professional 6 powered LandscapingP.3.8.8. Blower Gas <66dB A 64.8cc Professional 6 powered _ Landscaping P.3.8.9. Hedge Trimmer Gas 135 Deg cutting 20"blade l 31.4cc . Professional 6 powered head Landscaping P.3.8.10. Shovel Digging Commercial 6 Landscaping P.3.8.10. Shovel Trench 1 Commercial 6 Landscaping P.3.8.10. Shovel Scoop Commercial 4 Landscaping P.3.8.10. Shovel Transfer Commercial 4 Landscaping P.3.8.10. Fork Manure Commercial 6 1 Landscaping P.3.8.10. Rake Bow rake 15 tine Commercial 6 01203.0006/401460c 1 Page 10 of 21 :: Landscaping P.3.8.10. Rake _ , Leaf Commercial 6 Landscaping P.3.8.10. Rake Cultivator 4 tine Commercial 6 Landscaping P.3.8.10. Mattock Commercial 4 Landscaping P.3.8.10. Axe Single bit Commercial 4 Landscaping P.3.8.10. Hammer Sledge 16 Lbs Commercial 4 Landscaping P.3.8.10. Post Hole Digger IIIIIIIIIIII Non-conductive 4' Commercial 4 Landscaping P.3.8.10. Hoe IIIIIIIII Commercial 4 Landscaping P.3.8.10. Lopper Bypass 1111 32" _ Commercial_ 4 Landscaping P.3.8.10. Broom Push 24" Commercial 4 Landscaping_ P.3.8.10. Tools other Commercial 2 Landscaping _P.3.8.10. Wheelbarrow 6 Cu.Ft. Commercial 4 High lift gate, 5-6 Yard Landscaping P.3.9.1. Dump Truck 5-6 Yard tarp,light bar, box Commercial 1 hitch,signs Tarp,light bar, Landscaping P.3.9.2. Truck Stake bed lift gate,hitch, 1 ton Commercial 4 tool storage boxes,signs Light bar,hitch, Landscaping P.3.9.3. Truck Utility bed pipe rack(Van 3/4 ton Commercial 1 optional),si:ns General Telescoping 6K,36'lift Maintenance P.4.10.1. Fork lift: boom,all height 74Hp Commercial 1 terrain General P.4 10.2. Backhoe loader John Deere 310 99Hp Commercial 1 Maintenance SI or equal General Equipment Vamps,load Maintenance P.4.10.3. Trailer transport securement 12 ton Commercial devices Light bar,hitch, : ance P.4.11.1. Truck Utility bed pipe rack(Van 3/4 ton Commercial optional),signs _ Tarp,light bar, General P.4.I1.2. Truck Stake bed lift gate,hitch, 1 ton Commercial 1 Maintenance tool storage boxes,signs Tarp, equipment General Landscape161:20'x MaintenanceP.4.11.3. Utility trailer trailer ramp,48 side 8,deck N/A Commercial 1 rails&warning beacon General P.4.13.1. Chain saw Large 30'bar >50cc Professional 2 Maintenance 8 General P.4.13.1. Chain saw Medium 20"-24" <SOcc Professional 2 Maintenance bar General Personal Maintenance P.4.13.1. Protective Chaps 6 Ply 32"to 40" N/A Commercial 4 Clothing 01203.0006/40H608 3 Page 11 of 21 General Personal Head,face, Maintenance P.4.13.1. Protective hearing Adjustable N/A Professional 1 4 Clothing protection _ General P.4.13.2. Pole Pruner Gas Adjustable 18'pole 36.3cc Professional Maintenance _ powered 1 General Personal Head,face, -- -�— - Maintenance P.4.13.2. Protective hearing Adjustable N/A Professional 1 Clothing protection KIPPERTOOLS GMTK General General General Mechanic's Maintenance P.4.13.3. Tool Kit Mechanic Tool Kit 5,P/N: Professional 2 KIT GMTK-5- B LK or equivalent. 1 -- KIPPERTOOL, General Coordless P/N:KIT CDSK Maintenance P.4.13.4. Tool Kit Power Tool WA_20V-R2 or Profess'onal 2 Kit equivalent. , Insulated KIPPERTOOLS, i--- General P.4.13.5. Tool Kit Electrical Pf N•KIT Professional 2 Maintenance Tool Kit ELECTRICAL or equivalent. portable Miller Bobcat General 250 Welder Maintenance P.4.13.6. Welder/Generator welder 250 Amp i Professional 1 � generator 907500001 or I _ equivalent General Personal Helmet, Maintenance P.4.13.6. Protective gloves, f Professional 1 Clothing leathers MILLER SPECTRUM 625 X-TREME General PLASMA 1 ' Maintenance P.4.13.7. Plasma Cutter CUTTER WITH Professional 1 12 FT.XT40 TORCH or equivalent. Victor Professional General Portable Torch Maintenance P•4.13.8. Torch Oxy/Actyl Outfit W/ Professional 1 Cylinders- Acetylene or equivalent. General 7"x12" Jet model Maintenance P.4.13.9. Band Saw Horizontal 414459 or 3/4 Hp ( Professional 1 equivalent. General P.4.13.10. Drill Press Floor let model 3/4 HpProfessional 1 Maintenance mounted 35440,15", 01203,0006140t608 3 Page 12 of 21 115/230V or :----1;---J equivalent. -- -- Ingersoll Rand 7 Gas Portable Air Compressor I 5.5 HP,11.8 General P.4.13.11. , Air Compressor Gas CFM At 90 PSI, 5.5 Hp Commercial 1 Maintenance powered Model# SS3J5.5GHWB or equivalent. General Gas Graco GMAX I — M aintenanceP.4.13.12. Paint Sprayer powered, 3900 or Professional ( 1 Airless equivalent. Werner,P7404 Step,Type 4 ft Type IAA General P.4.13.13. Ladder IAA, Fiberglass ; 4' Professional 1 Maintenance Platform fiberglass. LadderI or equivalent. Werner,P7406 Step,Type 6 ft Type IAA General Ladder IAA, Fiberglass 6' Professional 1 P.4.13.13.• .13.13. Platform fiberglass. Ladder or equivalent. Werner,P7408 8 ft Type IAA General Step,Type Fiberglass P.4.13.13. 8' Professional 1 Maintenance Ladder IAA, Platform fiberglass. Ladder or equivalent. 1 Werner,T7410 General Step,Type 10 ft Type IAA P.4.13.13. Ladder IAA, Fiberglass Twin 10' Professional ( 1 Maintenance fiberglass. Ladder or equivalent. I Werner,T7412 i' General Step,Type 12 ft Type IAA 1 Maintenance P.4.13.13. Ladder IAA, Fiberglass Twin 12' Professional 1 ( fiberglass. Ladder or equivalent. Werner,7806 12 ft Type IAA General Extension, Fiberglass Maintenance P.4.13.14. Ladder Type IAA, Combination 12' 1 Professional 1 fiberglass. Ladder or equivalent. General Extension, Werner,7808 Maintenance P.4.13.14. Ladder Type IAA, 16 ft Type IAA 16' r Professional 1 fiberglass. Fiberglass 01203 0006/40H60113 Page 13 of 21 Combination Ladder or equivalent. Werner,D7120- — Extension, 2 20 ft Type IAA General Fiberglass D- I P.4.13.14. Ladder i Type IAA, 20' i Professional 1 Maintenance I . Rung fiberglass. Extension Ladder or equivalent. Werner,D7124• Extension, 2 24 ft Type IAA , General i Fiberglass D- P.4.13.14. Ladder Type IAA, 24' Professional 1 Maintenance fiberglass. Rung Extension Ladder Ladder or equivalent. — - _ —--. Werner,07128- Extension, 2 28 ft Type IAA General Fiberglass U- P.4.13.14. Ladder Type IAA 28' + Professional 1 Maintenance Rung Extension fiberglass. Ladder or equivalent. Werner,4101- Narrow 18 Narrow Span ' General 17 ft6inHx6 Maintenance P.4.13.15. Scaffold span, platform 17' Professional 1 aluminium ft L Scaffold Tower or eqiavalent 1 4 pc Soft Grip Adjustable General P.4.13.16. I Wrench set Adjustable Wrench Set(6— 6"-12" Commercial 2 Maintenance 12")(Blue- Point') 3 pc Adjustable GeneralP.4.13.16. Wrench set AdjustabletWrench Set Maintenance (15-24")(Blue- 15 24 Commercial 2 Point°) TEKTON Tekton 19621 10-pc. Jumbo General P.4.13.17. Wrench set Combination , Combination 1-5/16''to Commercial 2 Maintenance Wrench Set 2 (SAE)or equivalent. Craftsman 5- 1 piece Full Polish General Large , 1"to 1- Maintenance P•4.13.17. Wrench set Combination Combination 5116„ Commercial 2 Wrench Set, Inch or 1 equivalent. 01203.0006 401460S 3 Page 14 of 21 IRidgid Heavy- General DutyStrai h • Maintenance P.4.13.18. I Wrench I Pipe $ t 12 Commercial 2 Pipe Wrench or equivalent Ridgid Heavy- General eavyGeneral ' P.4.13.18. Wrench Pipe Duty Straight 18`' Commercial 2 Maintenance Pipe Wrench or ___I E equivalent Ridgid Heavy- i General ' P.4.13.18. Wrench Pipe Duty Straight 24`A Commercial 2 Maintenance Pipe Wrench or equivalent II Ridgid Heavy- GeneralI Duty Straight ht ' Maintenance P.4.13.18. Wrench Pipe 36's Commercial 2 Pipe Wrench or equivalent Ridgid Heavy- General P 4.13.18. Wrench Pipe Duty Straight Pipe Wrench or 48„ Commercial 2 Maintenance equivalent Bosch BH2770VCD _______T_____ General Maintenance P.4.13.19. Jack Hammer Electric Demolition 60 Pound Commercial 1 Hammer or equivalent { Various General hammer steels i Maintenance P.4.13.19. Jack Hammer Steels for concrete Commercial 1 and asphalt demolition Kushlan Professional Portable General Electric Direct 3.5 Cubic Maintenance Foot Mixer t Cement Drive Cement Foot Professional 1 Mixer 3.5 Cubic Ft., Model#350DD or equivalent. Nupla 6 ft. Certified Non- Conductive General P.4.13.21. Digger Post hole Post Hole , 6' Professional 2 j Maintenance Digger with Fiberglass I Handle or equivalent. Everbilt 4 in.x 4 General P.4.13.22. Driver Fence post in.x 1 ft. 14 pound I Commercial 2 Maintenance Premium Steel Fence Post 01203.000G/408608 3 Page 15of21 Driver or 1 ! equivalent. ► Hammer,Hand General General saw,Tape Maintenance Carpentry 1 Tools measure,speed Various Commercial 1 Carpentry square,level, etc. Bosch 10:in General Table Saw Maintenance P.4.13.24. Table Saw Portable Model#:4100- 10" ! Commercial 1 09 or equivalent. _ Bosch 12-in Sliding Com General Compound, Compound Maintenance P--4.13.25. Miter Saw Miter Saw 12" Commercial 1 sliding Model #:GCM12SDor equivalent. RIDGID 16 Gal. 2-Stage General VacuumCommercial Maintenance P.4.13.26. Wet/Dry Wet/Dr 16 Gal. Commercial 2 Y Vacuum or I equivalent. Mi-T-M.4,200 PSI Pressure Washer-3.4 GPM-13 HP Honda°GX CHV Engine, Cast Iron Sleeve With Low Oil Shutdown- Direct Drive Crankshaft General I Gas Pump With i 3.4 GPM, P.4.13.27. Pressure Washer powered, Brass Manifold Commercial 1 Maintenance Cold Water -20"Stainless 4200 PSI Steel Quick- Connect Wand With Five Spray Nozzles And 50' Hose-Powder- Coated 16- Gauge Welded Steel Frame With 10" Pneumatic Tires ' _.-.._..._______L-- -3-Year Limited 01203.0006 408608.3 Page 16 of 21 Warranty Or q n e uivale t. i ! 01203.0006 408608 3 Page 17 of 21 EXHIBIT"A-2" (FIRST AMENDED) ANNEX E—CONTRACTOR PROVIDED MATERIALS Contractor Provided Materials _ Functional area PWS Nomenclature _ Name Sp cifkationUnits _ Annual Lnindsc• ing P23Sand _Playground Washe,�d plaster sand free of rocks tons annually60 Engineered Wood Fiber media,which meets 'Landscaping J.3.24.I. Mood Fiber Metia Playground :ADA,ASTM,CPSCand CSAstandards yards 100 Landscaping P.3.27.3 Dccvmrosed 'Trails/Landscaping Trail and landscape replenishment Yards 400 Granite annually Bolts,nuts,sneers,nails,banding&clamps,7'1 I ties, flush wives, washers, gaskets, sealant solvents, lubricants, adhesives, abrasives I General Maintenance P.4.8. Common Materials Hardware,consumables es Juni rats. Lump sum l Windows based,Required frcoiuniunication General Maintenance P.4.9. Communication Smart honr/tablet with CItystafand CityWorks. 6 ea Ji ; 2000EZ Tie handled dog waste cleanup bags Bulk packed-20packages nf100,bulk packed General Maintenance I P.4.14.19. Bags ,D Waste ,bags-20 blocks of 100bags,trequivalent Case of2000 70, General Maintenance I P.4.14.20. Bags -Waste Bin Liners __39")08"1.5 Mil Ecu Friendly trash liners Case uf'100 L___ 222 • 012010006/4086081 Page 18 of 21 EXHIBIT"C" (FIRST AMENDED) SCHEDULE OF COMPENSATION 1, Consultant shall perform the following tasks at the following rates: A.Labor: ITEM DESCRIPTION, ESTIMATED COST ANNUAL 1 3 YEAR NO. UNIT ANNUAL PER COST BASE TERM QUANTITY HOUR COST BID CATEGORY 1: LABOR COST XX XX XX Service Request 2080 HRS22 1. Technician,One FTE $ •5II $46,800 $140,400 Lead Landscape 4160R 2. Technician,Two FTEs HRS $32.00 $133,120 $332,800 Senior Landscaper, 4160 HRS $24.50101 20 3. Two FTEs $ �� $254,800 Irrigation Technician, 4. One FTE 2080 HRS $33.00 $68,640 $205,920 Landscape Laborer, 12,480 1-IR$ $19.50 $243,360 $648,960 5. Six FTEs Lead Maintenance 20801.185 $24.50 S50,960 $152,880 G. Worker,One FTE i Senior Maintenance 7. Worker,One FTE 2080 HRS $22.50 i $46,800 $140,400 Maintenance Laborer, 4160 R 5 R. Two FTEs H S $19.5 0 $81,12? 0 $243,360 Litter Laborer,Three 6240 HRS $19.50 $121,680 36 040 9. FTEs $ ' SUB TOTAL BID CATEGORY 1: ANNUAL LABOR COST(add items 1- XX $894,400 XX - SUB TOTAL BID CATEGORY 1: 3 YEAR BASE TERM LABOR COST XX XX $2,484,560 (add items 1-9) 01203.0006/408608 3 Page 19 0121 B.Vehicles and Equipment: Description Monthly Annual 3 Year Base Cost Cost Term Cost SUB TOTAL BID CATEGORY 2— S19,480 8233,760 XX ANNUAL VEHICLES AND EQUIPMENT ' SUB TOTAL BID CATEGORY 2--3 YEAR BASE TERM VEHICLES AND XX XX S659,960 EQUIPMENT I C. Contractor Provided Materials: Description I Monthly Annual 3 Year Buse - -- Cost Cost Term Cost SUB TOTAL BID CATEGORY 3- MONTHLY CONTRACTOR PROVIDED $6,339 XX XX MATERIAL COSTS SUB TOTAL BID CATEGORY 3 -. ANNUAL CONTRACTOR PROVIDED XX $76,068 XX MATERIAL COSTS SUB TOTAL BID CATEGORY 3 ---3 YEAR BASE TERM CONTRACTOR XX XX $211,002 PROVIDED MATERIAL COSTS I D.On-call services not covered in Section A: Item No. Description Cost Per Flour j BID CATEGORY 4 BID ALTERNATES XX 1. Service R�ec nest Te Technician Overtime $33.75 2. Lead Landscape Technician Overtime 54$.00 3. Senior•Landsca er Overtime _536.75 4. Irrigation Technician • $49.50 5. Landscape Laborer _vcrtinne $29.25 6. Lead Maintenance Worker Overtime $36.75 7. Senior Maintenance Worker Overtime $33.75 8. Maintenance Laborer Overtime $29.25 9. , Litter Laborer Overtime $29.25 BID CATEGORY 4—ANNUAL NOT-TO-EXCEED TOTAL COST$25,000 BID CATEGORY 4 3 YEAR NOT-TO-EXCEED TOTAL COST$75,000 E. Lease of City Property: 1. Lease. $80,265/year($240,795 over three years)for Lease. o t2o3.o00w4o8608 3 Page 20 of 21 2. Administrative Costs. Approximately$22,639/year($67,917 over three years) for administrative costs,including but not limited to administration of the Lease,security fencing, taxes,and utilities associated with the Lease. The City will pay these costs upon submission of valid invoices itemizing such costs. Ii. Retention:NOT USED. HI. Within the budgeted amounts for each Task,and with the approval of the Contract Officer,funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1,unless Additional Services are approved per Section 1.8. IV. The City will compensate Stay Green,Inc.for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed,contractor's employee name who performed the work,the number of hours worked,applicable City account charge codes,the hourly rate,and supporting documentation to include copies of City verified timesheets. B. Line items for all equipment shall be prorated monthly based on total annual cost (annual cost/ 12 monthly rate). C. Line items for all materials shall be prorated monthly based on total annual cost (annual cost/ 12:w monthly rate) D. Line items for all approved on-call services for all personnel describing the work performed,contractor's employee name who performed the work, the number of hours worked,applicable City account charge codes,the hourly rate,and supporting documentation to include copies of City verified timesheets and a copy of written on- call services authorization(s) from Contracting Officer,or his designee. V. The total compensation for the Services shall not exceed $3,739,234 as provided in Section 2.1 of this Agreement. The total compensation for the Services provided during Fiscal Years 2017-2018 and 2018-2019 shall not exceed $1,332,132 per fiscal year. • • VI. Stay Green,Inc.billing rates for all personnel are detailed in Exhibit C,Section I,A and D. 01203.0006/405608 3 Page 21 of 21 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and STAY GREEN, INC. AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND STAY GREEN,INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 1 day of r£ , 2017 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Stay Green, Inc. ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the"Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged,the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. - 2 - 01203.0005/331718.1 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit"B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Three Million, Two Hundred Twenty Four Thousand, Nine Hundred Nine Dollars and Fifty two Cents ($3,224,909.52) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less - 3 - 01203.0005/331718.1 contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. - 4 - 01203.0005/331718.1 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and ake all de ' ens in connection therewith: ./1111‘.. AA CY-0 e) (Title) Dr- (Name) ` (Title - 5 - 01203.0005/331718.1 (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be [Sean Larvenz or] such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any - 6 - 01203.0005/331718.1 time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including"any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased,hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must - 7 - 01203.0005/331718.1 include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty(30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following"cancellation"notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. - 8 - 01203.0005/331718.1 [to be initialed] S Consultant Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein"claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; - 9 - 01203.0005/331718.1 (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete - 10 - 01203.0005/331718.1 and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the t-ruination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any - 11 - 01203.0005/331718.1 such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys' fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the - 12 - 01203.0005/331718.1 part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure,indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this - 13 - 01203.0005/331718.1 Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 7.10 Liquidated Damages Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($ ) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit"D"). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. - 14 - 01203.0005/331718.1 ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. - 15 - 01203.0005/331718.1 ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty&Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision - 16 - 01203.0005/331718.1 relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 5 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] - 17 - 01203.0005/331718.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal co 'oration fialk.Ae Bnan Campbell, Mayor ATTEST: ere( /saoka•Actilng City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP David J. Ales ire, City Attorney CONSULTANT: By: _ .4401 -10 Name: h(--t S A n) 1 Title: Ge By: Name:gie L e_ i Title: b j �y Address: Z ( ,-t Cf%C e( Nero ( ua-1r4 LA 113 Co Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. - 18 - 01203.0005/331718.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES 1, On Ikfr , 201 before me, IQiLxf.VQM t:L, personally appeared Ste I y , proved to me on the basi of satisfactory evidence to be a person(s)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. �-- MAGDALENA VANCE� WITNESS my hand and official s 1. z,,_:_-_,. CommissionUB' o 2t2tRNI fj! z sfiNOTARY PUB C.Ci ,RNIA'I � Signature: , 1'L° MY Comm Enoires •.•1 t 2019 W a.. OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT LI INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0005/331718.101203.0005/331718.101203.0005/331718.1 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles } On January 26, 2017 before me, Magdalena Vance, Notary Public (Here insert name and V e of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is re subscribed to the within instrument and acknowledged to me that 0g/she/they executed the same in+l1r er/their authorized capacity(ies), and that by t er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MAGDALENA VANCE WITNESS my hand and • cial seal. Commission No 2121835 U r n z � � °NOTARY PUBLIC-CALIFORNIA 2 .;.$411k;,,,, LOS ANGELES COUNTY i��n, / I / r / My Comm Expires AUGUST 12019 Notary:is Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed.should be completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary Contract Services Agreement law. (Title or description of attached document) • State and County information must be the State and County where the document City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment. (Title or description of attached document continued) • • Date of notarization must be the date that the signer(s)personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 18 Document Date 2/01/17 commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. Ile/she/they, is/ace)or circling the correct forms.Failure to correctly indicate this ID Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges.re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. O Attorney-in-Fact + Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. • Other Operational Manager . Indicate title or type of attached document,number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO.CFO,Secretary). 2015 V€,=1 ,0n www.NotaryGlasses.com MO..s7 iir3F5 • Securely attach this document to the signed document with a staple. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. • STATE OF CALIFORNIA COUNTY OF LOS ANGELES On I I1,(0 , 201 fore me, (, t. L CL-, personally appeared 5Cye2iy , proved to me on the basis of satisfactoryevidence to be he person(s) whose names(s) is/are subscribed to the within instrument P ( ) ( ) tared acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MAGDALENA VANCE l WITNESS miy hand and official s 1. 1,:'7-'F:"'', Com to 2121835 i 5tt-'e NOTA I IFORNIA / C — 4,`„IvLOS�4yIEI E=S COUNTY 4I �� I...'�4.-1* My Comm Expires AUGUST 1 2019 Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0005/331718.1 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles } On January 26, 2017 before me, Magdalena Vance, Notary Public , (Here insert name and title of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is re subscribed to the within instrument and acknowledged to me that e he/they executed the same in 4i r er/their authorized capacity(ies), and that by ta er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true . .@ correct. MAGDALENA VANCE ! WITNESS my hand and o 'cial seal. ` '..-.'Y�' Commission No 2121835 z.°'fi • NOTARY PUBLIC-CALIFORNIA ,, I Vettki �`� LOS ANGELES COUNTYt1 Ai / I •,:,,,' My Comm E AUGUST 1 Y 4ot-. .relicSinature Signature (Notary Public Seal) • • ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notarn wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other slates may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notal)' Contract Services Agreement lair. (Title or description of attached document) • State and County information must be the State and County where the document City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 18 Document Date 2/01/17 commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. lie/she/t#iey-is/are)or circling the correct forms.Failure to correctly indicate this El Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges. re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. El Attorney-in-Fact . Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. ❑ Other Operational Manager •: Indicate title or type of attached document,number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer-indicate the title(i.e.CEO,CFO,Secretary). SDIon www N tar ClaS,es o., .>;' 3;: 9st,5 • Securely attach this document to the signed document with a staple. EXHIBIT "A" SCOPE OF SERVICES Stay Green, Inc. shall perform the following services for the City of Rancho Palos Verdes in accordance with the requirements set forth in the "General Provisions", "Special Provisions", "Performance Work Statement", and "Annexes A through E" in the bid documents for the project entitled LABOR AND EQUIPMENT FOR CITY LANDSCAPING, GENERAL MAINTENANCE,AND LITTER& TRASH SERVICES: A. Stay Green, Inc. shall provide onsite service labor for Landscape Services, General Maintenance Services, Trash, Litter & Debris Services, and offsite Administrative Services with an annual not-to-exceed amount of $695,760, and with a three-year base contract not-to-exceed amount of$2,087,280, such services to be compensated for pursuant to Section A of Exhibit "C" Schedule of Compensation. i. Lease of City Property 1. Contractor and the City shall enter into the Lease Agreement attached hereto as Exhibit "E" through which Contractor will lease property at City Hall from which to conduct the services described herein. ii. Administration Services 1. Contractor shall establish and manage a maintenance service request reception desk offsite; utilizing CityWorks and transparent to DPW and all City Departments. (Reference: Performance Work Statement, Section P.2.) iii. Landscape Services 1. "Contractor shall establish and operate a Landscape Services Section to maintain parks, trails, open spaces, rights of way, medians, infrastructure, assets, and utilities in the City through inspections, scheduled maintenance, preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk. Landscape Services capabilities will include, but not be limited to: Landscaping services, fuel modification services, irrigation system maintenance, pest control, and trails and open space maintenance." (Reference: Performance Work Statement, Section P.3.) The specific details of the Landscape Services Section are described in Performance Work Statement, Section P.3. 01203.0005/331718.1 iv. General Maintenance Services 1. "Contractor shall establish and operate a General Maintenance Section to maintain buildings, infrastructure, assets, and utilities in the City, through inspections, scheduled maintenance, preventive maintenance, and customer-generated work orders, received through the maintenance service request reception desk. General Maintenance Service's capabilities will include, but not be limited to: Plumbing, carpentry, masonry, painting, inspecting, welding, fencing, material handling, cleaning, and general labor." (Reference: Performance Work Statement, Section P.4.) v. Trash, Litter and Debris Services 1. "Trash: Contractor shall be remove all trash, recyclables and debris from City trash cans daily(7 days/week) IAW [in accordance with] the TE [Technical Exhibits, or Annexes A-E]." (Reference: Performance Work Statement, Section P.S.) 2. "Litter and Debris: Contractor shall remove litter and debris found within the contract areas daily (7 days/week) IAW the TE. Liter and debris includes, but is not limited to: mattresses, furniture, cartons, bottles, paper, plastic, metal, tires, stones, soil, organic materials, flyers, decorations, and advertisements. Contract areas shall include, but not be limited to: utility poles, sign posts, trash cans, buildings, and other improvements within the City right of way and on other City owned parcels to include Parks, trails, and open spaces." (Reference: Performance Work Statement, Section P.S.) B. Stay Green, Inc. shall provide all vehicles and equipment listed in Annex "D," Schedule of Equipment for a flat monthly fee of$16,036.61, with an annual not- to-exceed amount of $192,440.00, and with a three-year base contract not-to- exceed amount of$577,320.00, such equipment to be compensated for pursuant to Section B of Exhibit "C," Schedule of Compensation. Equipment is listed in Exhibit"A-1,"Annex D—Schedule of Required Equipment. C. Stay Green, Inc. shall provide materials listed in Annex "E," Schedule of Estimated Quantities for a flat monthly fee of$4,905.50, with an annual not-to- exceed amount of $58,866, and with a three-year base contract not-to-exceed amount of$176,598, such material to be compensated for pursuant to Section C of Exhibit "C," Schedule of Compensation. Material is listed in Exhibit "A-2," Contractor Provided Materials. D. Stay Green, Inc. shall perform on-call services not covered in Section A above, as requested in writing by the Contract Officer, in accordance with the rates quoted 01203.0005/331718.1 in the Contractor's proposal in Bid Category 4 Bid Alternates, for an aggregate annual not-to-exceed amount of $25,000 and with a three-year not-to-exceed amount of$75,000 and such labor to be compensated for pursuant to Section D of Exhibit "C," Schedule of Compensation. On-call services are for emergency responses to incidents which occur outside of normal business hours. This is limited to incidents which pose a significant risk to the life, safety, health or environment. i. On-call services rendered shall be itemized on monthly invoices and be accompanied by the Contracting Officer's letter of authorization. II. As part of the Services, Stay Green, Inc.will prepare and deliver the following tangible work products to the City: A. Landscape Services Standard Operating Procedure (Reference: Performance Work Statement, Section P.3.4.) B. Maintenance Services Standard Operating Procedure (Reference: Performance Work Statement, Section P.4.4.) III. In addition to the requirements of Section 6.2, during performance of the Services, Stay Green, Inc.will keep the City appraised of the status of performance by delivering the following status reports: A. Weekly Work Order Report (Reference: Performance Work Statement, Section P.2.3.) B. Monthly Work Order Report (Reference: Performance Work Statement, Section P.2.4.) C. Monthly Irrigation Report (Reference: Performance Work Statement, Section P.3.15.1.1.) D. Monthly Pesticide Use Report (Reference: Performance Work Statement, Section P.3.33.2.2.) E. Monthly Lighting System Report (Reference: Performance Work Statement, Section P.4.14.9.3.) F. Monthly Playground Safety Inspection Sheets (Reference: Performance Work Statement, Section P.4.14.14.) IV. All work product is subject to review and acceptance by the City, and must be revised by Stay Green, Inc.without additional charge to the City until found satisfactory and accepted by City. V. Stay Green, Inc.will utilize the following personnel to accomplish the Services: 01203.0005/331718.1 A. 1 Each- Service Request Technician B. 1 Each- Lead Landscape Technician C. 1 Each - Senior Landscape Technician D. 1 Each- Irrigation Technician E. 4 Each—Landscape Laborer F. 1 Each- Lead Maintenance Worker G. 1 Each—Senior Maintenance Worker H. 2 Each—Maintenance Laborer I. 3 Each—Litter Laborer 01203.0005/331718.1 EXHIBIT "A-1" Annex D—Schedule of Required Equipment Functional PWS Horse area Reference Nomenclature Name Specification Size Power/ Grade Quantity displacement Tarp, Landscape equipment 16'-20'x Landscaping P.3.8.1. Utility trailer trailer ramp,48"side 8'deck N/A Commercial 2 rails&warning beacon Landscaping P.3.8.2. Mower Zero turn radius, riding Mulching 60"deck 25Hp Commercial 2 Compact 4WD, PTO, 30Hp to Landscaping P.3.8.3. Tractor Utility loader,& 3- 50Hp Commercial 1 point hitch Landscaping P.3.8.3. Box Blade Gannon With scarifier 65" N/A Commercial 1 Rotary 3-point, lift Landscaping P.3.8.3. Mower type,540RPM 72" n/a Commercial 1 cutter pTO Trailer 6"+feed 25Hp toLandsca Landscaping P.3.8.4. Brush Chipper mounted throat 35Hp Commercial 1 Landscaping P.3.8.5. Chain saw Large 30" bar >50cc Professional 2 20"- Landscaping P.3.8.5. Chain saw Medium bar 24 <50cc Professional 2 Personal Landscaping P.3.8.5. Protective Chaps 6 Ply 32"to 40" N/A Commercial 4 Clothing Personal Head,face, Landscaping P.3.8.5. Protective hearing Adjustable N/A Professional 4 Clothing protection Landscaping P.3.8.6 Pole Pruner Gas powered Adjustable 18'pole 36.3cc Professional 2 Landscaping P.3.8.7. Trimmer Gas powered 16.5"cut 36.3cc Professional 4 Landscaping P.3.8.8. Blower Gas powered <66dB(A) 64.8cc Professional 4 Landscaping P.3.8.9. Hedge Trimmer Gas powered 135 Deg cutting 20" blade 31.4cc Professional 4 head Landscaping P.3.8.10. Shovel Digging Commercial 4 Landscaping P.3.8.10. Shovel Trench Commercial 4 Landscaping P.3.8.10. Shovel Scoop Commercial 2 Landscaping P.3.8.10. Shovel Transfer Commercial 2 Landscaping P.3.8.10. Fork Manure Commercial 4 Landscaping P.3.8.10. Rake Bow rake 15 tine Commercial 4 Landscaping P.3.8.10. Rake Leaf Commercial 4 Landscaping P.3.8.10. Rake Cultivator 4 tine Commercial 4 Landscaping P.3.8.10. Mattock Commercial 2 Landscaping P.3.8.10. Axe Single bit Commercial 2 Landscaping P.3.8.10. Hammer Sledge 16 Lbs Commercial 2 Landscaping P.3.8.10. Post Hole Digger Non-conductive 4' Commercial 2 01203.0005/331718.1 Landscaping P.3.8.10. Hoe Commercial 2 Landscaping P.3.8.10. Lopper Bypass 32" Commercial 2 Landscaping P.3.8.10. Broom Push 24" Commercial 2 Landscaping P.3.8.10. Tools other Commercial 1 Landscaping P.3.8.10. Wheelbarrow 6 Cu. Ft. Commercial 2 High lift gate, 5-6 Yard Landscaping P.3.9.1. Dump Truck 5-6 Yard tarp,light bar, box Commercial 1 hitch,signs Tarp,light bar, Landscaping P.3.9.2. Truck Stake bed lift gate,hitch, 1 ton Commercial 2 tool storage boxes,signs Light bar,hitch, Landscaping P.3.9.3. Truck Utility bed pipe rack(Van 3/4 ton Commercial 1 optional),signs General Telescoping 6K,36'lift Maintenance P.4.10.1. Fork lift boom,all height 74Hp Commercial 1 terrain General John Deere 310 Maintenance P.4.10.2. Backhoe loader SI or equal 99Hp Commercial 1 General Equipment ramps,load Maintenance P.4.10.3. Trailer transport securement 12 ton Commercial 1 devices General Light bar,hitch, Maintenance P.4.11.1. Truck Utility bed pipe rack(Van 3/4 ton Commercial 2 optional),signs Tarp,light bar, General lift gate,hitch, Maintenance P.4.11.2. Truck Stake bed tool storage 1 ton Commercial 1 boxes,signs Tarp, equipment General Landscape 16'-20'x Maintenance P.4.11.3. Utility trailer trailer ramp,48"side 8deck N/A Commercial 1 rails&warning beacon General P.4.13.1. Chain saw Large 30" bar >50cc Professional 2 Maintenance General 20"-24" Maintenance P.4.13.1. Chain saw Medium bar <50cc Professional 2 General Personal Maintenance P.4.13.1. Protective Chaps 6 Ply 32"to 40" N/A Commercial 4 Clothing General Personal Head,face, Maintenance P.4.13.1. Protective hearing Adjustable N/A Professional 4 Clothing protection General P.4.13.2. Pole Pruner Gas powered Adjustable 18'pole 36.3cc Professional 1 Maintenance General Personal Head,face, Maintenance P.4.13.2. Protective hearing Adjustable N/A Professional 1 Clothing protection 01203.0005/331718.1 KIPPERTOOLS GMTK General General General Mechanic's Professional 2 P.4.13.3. Tool Kit Maintenance Mechanic Tool Kit 5, P/N: KIT GMTK-5-BLK or equivalent. Coordless KIPPERTOOL, General P/N:KIT CDSK- Maintenance P.4.13.4. Tool Kit Power Tool WA-20V-R2 or Professional 2 Kit equivalent. Insulated KI PPERTOOLS, General P/N:KIT Maintenance P.4.13.5. Tool Kit Electrical ELECTRICAL or Professional 2 Tool Kit equivalent. portable Miller Bobcat General 250 Welder Maintenance P.4.13.6. Welder/Generator welder 907500001 or 250 Amp Professional 1 generator equivalent General Personal Helmet, Maintenance P.4.13.6. Protective gloves, Professional 1 Clothing leathers MILLER SPECTRUM 625 X-TREME General PLASMA Maintenance P.4.13.7. Plasma Cutter CUTTER WITH Professional 1 12 FT.XT40 TORCH or equivalent. Victor Professional General Portable Torch Maintenance P.4.13.8. Torch Oxy/Actyl Outfit W/ Professional 1 Cylinders- Acetylene or equivalent. General 7"x12 Jet model Maintenance P.4.13.9. Band Saw Horizontal 414459 or 3/4 Hp Professional 1 equivalent. Jet model General Floor 35440, 15", P.4.13.10. Drill Press3/4 Hp Professional 1 Maintenance mounted 115/230V or equivalent. Ingersoll Rand Gas Portable Air Compressor— General 5.5 HP, 11.8 Maintenance P.4.13.11. Air Compressor Gas powered CFM At 90 PSI, 5.5 Hp Commercial 1 Model# SS3J5.5GHWB or equivalent. 01203.00051331718.1 General Gas Graco GMAX Maintenance P.4.13.12. Paint Sprayer powered, 3900 or 120 cc Professional 1 Airless equivalent. Werner, P7404 General Step,Type 4 ft Type IAA Maintenance P.4.13.13. Ladder IAA, Fiberglass 4' Professional 1 fiberglass. Platform Ladder or equivalent. Werner, P7406 General Step,Type 6 ft Type IAA Maintenance P.4.13.13. Ladder IAA, Fiberglass 6' Professional 1 fiberglass. Platform Ladder or equivalent. Werner, P7408 General Step,Type 8 ft Type IAA Maintenance P.4.13.13. Ladder IAA, Fiberglass 8' Professional 1 fiberglass. Platform Ladder or equivalent. Werner,T7410 General Step,Type 10 ft Type IAA Maintenance P.4.13.13. Ladder IAA, Fiberglass Twin 10' Professional 1 fiberglass. Ladder or equivalent. Werner,T7412 General Step,Type 12 ft Type IAA Maintenance P.4.13.13. Ladder IAA, Fiberglass Twin 12' Professional 1 fiberglass. Ladder or equivalent. Werner,7806 Extension, 12 ft Type IAA General Fiberglass Maintenance P.4.13.14. Ladder Type IAA, Combination 12 Professional 1 fiberglass. Ladder or equivalent. Werner,7808 Extension, 16 ft Type IAA General Fiberglass Maintenance P.4.13.14. Ladder Type IAA, Combination 16' Professional 1 fiberglass. Ladder or equivalent. Werner, D7120- Extension, 2 20 ft Type IAA General Fiberglass D- Maintenance P.4.13.14. Ladder Type IAA, Rung Extension 20' Professional 1 fiberglass. Ladder or equivalent. Werner, D7124- Extension, 2 24 ft Type IAA General Fiberglass D- Maintenance P.4.13.14. Ladder Type IAA, Rung Extension 24' Professional 1 fiberglass. Ladder Ladder or equivalent. 01203.0005/331718.1 Werner, D7128- Extension, 228ftType IAA General Fiberglass D- Maintenance P.4.13.14. Ladder Type IAA, Rung Extension 28 Professional 1 fiberglass. Ladder or equivalent. Werner,4101- Narrow 18 Narrow Span General P.4.13.15. Scaffold span, 17 ft 6 in H x 6 17' Professional 1 Maintenance p ft L Platform aluminium Scaffold Tower or eqiavalent 4 pc Soft Grip General Adjustable Maintenance P.4.13.16. Wrench set Adjustable Wrench Set(6— 6"-12" Commercial 2 12")(Blue- Point®) 3 pc Adjustable General Wrench Set Maintenance P.4.13.16. Wrench set Adjustable 15"-24" Commercial 2 (15-24 )(Blue- Point®) TEKTON Tekton 19621 10-pc. Jumbo General 1-5/16"to Maintenance P.4.13.17. Wrench set Combination Combination 2" Commercial 2 Wrench Set (SAE)or equivalent. Craftsman 5- piece Full Polish General Large 1"to 1- Maintenance P.4.13.17. Wrench set Combination Combination 5/16" Commercial 2 Wrench Set, Inch or equivalent. Ridgid Heavy- General P.4.13.18. Wrench Pipe Duty Straight 12" Commercial 2 Maintenance Pipe Wrench or equivalent Ridgid Heavy- General P.4.13.18. Wrench Pipe Duty Straight 18" Commercial 2 Maintenance Pipe Wrench or equivalent Ridgid Heavy- General P.4.13.18. Wrench Pipe Duty Straight 24" Commercial 2 Maintenance Pipe Wrench or equivalent Ridgid Heavy- General P.4.13.18. Wrench Pipe Duty Straight 36" Commercial 2 Maintenance Pipe Wrench or equivalent 01203.0005/331718.1 Ridgid Heavy- General P.4.13.18. Wrench Pipe Duty Straight 48" Commercial 2 Maintenance Pipe Wrench or equivalent Bosch General BH2770VCD Maintenance P.4.13.19. Jack Hammer Electric Demolition 60 Pound Commercial 1 Hammer or equivalent Various General hammer steels Maintenance P.4.13.19. Jack Hammer Steels for concrete Commercial 1 and asphalt demolition Kushlan Professional Portable Electric Direct General 3.5 Cubic Maintenance P.4.13.20. Mixer Cement Drive Cement Foot Professional 1 Mixer—3.5 Cubic Ft., Model#350DD or equivalent. Nupla 6 ft. Certified Non- General Conductive Post Maintenance P.4.13.21. Digger Post hole Hole Digger 6' Professional 2 with Fiberglass Handle or equivalent. Everbilt 4 in.x 4 in.x 1 ft. General Premium Steel P.4.13.22. Driver Fence post 14 pound Commercial 2 Maintenance Fence Post Driver or equivalent. Hammer, Hand General General saw,Tape Maintenance P.4.13.23. Tools Carpentry measure,speed Various Commercial 1 square, level, etc. Bosch 10-in General Table Saw Maintenance P.4.13.24. Table Saw Portable Model#:4100- 10" Commercial 1 09 or equivalent. Bosch 12-in Sliding General Compound, Compound Maintenance P.4.13.25. Miter Saw sliding Miter Saw 12" Commercial 1 Model #:GCM12SD or equivalent. 01203.0005/331718.1 RIDGID 16 Gal. 2-Stage General Commercial P.4.13.26. Vacuum Wet/Dry 16 Gal. Commercial 2 Maintenance Wet/Dry Vacuum or equivalent. Mi-T-M®4,200 PSI Pressure Washer-3.4 GPM-13 HP Honda®GX OHV Engine, Cast Iron Sleeve With Low Oil Shutdown- Direct Drive Crankshaft Pump With Gas Brass Manifold- General P.4.13.27. Pressure Washer powered, 20"Stainless 3.4 GPM, Commercial 1 Maintenance 4200 PSI Cold Water Steel Quick- Connect Wand With Five Spray Nozzles And 50' Hose-Powder- Coated 16- Gauge Welded Steel Frame With 10" Pneumatic Tires -3-Year Limited Warranty Or equivalent. 01203.0005/331718.1 EXHIBIT "A-2" Contractor Provided Materials Contractor Provided Materials Functional area PWS Reference Nomendature Name Specification Units Annual Quantity Landscaping P.3.23.4. Sand Playground Washed plaster sand free of rocks tons annually 60 Engineered Wood Fiber media,which meets ADA,ASTM, Landscaping P.3.24.1. WoodFiberMedia Playground CPSCandCSAstandards Yards annually 100 Landscaping P.3.27.3 Decomposed Granite Trails/Landscaping Trail and landscape replenishment Yards annually 200 Bolts,nuts,screws,nails,banding&damps,zip ties,flush valves,washers,gaskets,sealant,solvents,lubricants, General Maintenance P.4.8. Common Materials Hardware,consumables adhesives,abrasives,blades,and rags. Lump sum 1 Windows based,Required for communication with City staff General Maintenance P.4.9. Communication devices Smart phone/tablet and CItyWorks. 6 each 6 2000 El Tie handled dog waste clean up bags.Bulk packed-20 packages of 100,bulk packed bags-20 blocks of 100 bags,or General Maintenance P.4.14.19. Bags Dog Waste equivalent Case of 2000 70 General Maintenance P.4.14.20. Bags Waste Bin Liners 39"x 58"15 Mil Eco Friendly trash liners Case of 100 222 01203.0005/331718.101203.0005/331718.101203.0005/331718.1 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.5 titled "Familiarity with Work" is amended to read as follows: (a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. (b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder. (c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement. (d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. (e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.8 of this Agreement. II. Section 1.8 titled "Additional Services" is replaced with Section 1.8 titled "Additional Work and Change Orders" to read as follows: (a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work 01203.0005/331718.1 may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor("Change Order"). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder. (b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City,may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively,must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit "C". If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows: (i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted. (ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City's sole and absolute discretion, waive the Contractor's rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.8 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 01203.0005/331718.1 III. Section 1.10 titled "Compliance with California Labor Law" is added in its entirety to read as follows: (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a"public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty(60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. 01203.0005/331718.1 (f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight(8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1'/2) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." Contractor's Authorized Initials Sp_S (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. IV. The first paragraph of Section 2.4, Invoices, is hereby amended to read as follows (new text is identified in underline, deleted text is identified by strike4hfough): Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of 01203.0005/331718.1 Finance and/or Director of Public Works. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. V. Section 4.4, Independent Consultant, is hereby amended to read as follows (new text is identified in underline, deleted text is identified by strike-threugh): Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. VI. Section 5.5 titled "Performance and Payment Bonds" is added to read as follows: Concurrently with execution of this Agreement Contractor shall deliver to the City, the following: (a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. (b) A payment bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement. Both the performance and payment bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement. VII. Section 5.6 titled"Release of Securities" is added to read as follows: City shall release the Performance and Payment Bonds when the following have occurred: 01203.0005/331718.1 (a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and (c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Payment Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law. VIII. Section 7.10 titled "Liquidated Damages" is replaced in its entirety as follows: Complaints can be generated by third parties or directly by City inspection. The Contract Officer may issue an oral warning, or if warnings are not effective, the Contractor Officer may issue a Corrective Action Request (CAR) to the Contractor. In addition to issuing the CAR, the Contract Officer may assess liquidated damages against Contractor. CARs shall be classified in the following categories: (a) Level I: A minor non-systemic non-compliance with the Agreement. Level I CARs can typically be corrected on the spot or within 24 hours. Failure of the Contractor to resolve Level I CARs within 24 hours of notification, unless otherwise specified by the Contract Officer,may result in an escalation to Level II status. (b) Level II: A serious systemic non-compliance with the Agreement or a repeated non-compliance with the Agreement. Level II CARs shall result in liquidated damages in the amount of$125 per day the Contractor does not comply with the Agreement. Failure of the Contractor to resolve Level II CARs within two (2) days of notification, or such period as the Contract Officer shall prescribe,may result in an escalation to Level III status. (c) Level III: A major systemic non-compliance with the Agreement or a repeated non-compliance which has previously been identified as a Level II CAR. Level III CARs shall result in liquidated damages in the amount of$250 per day the Contractor does not comply with the Agreement. Failure of the Contractor to resolve Level III CARs within two (2) days of notification, or such period as the Contract Officer shall prescribe, shall result in an escalation to Cure Notice status. (d) Cure Notice: An egregious systemic non-compliance with the Agreement or a repeated non-compliance which has previously been identified as a Level III CAR. Cure Notices shall result in liquidated damages in the amount of$500 per day the Contractor does not comply with the Agreement. Cure Notices require the complete and immediate attention of the Contractor. Failure of the Contractor to resolve the Cure Notice within fifteen (15) days of notification, or such period as the Contract Officer shall prescribe,may result in suspension or termination of the contract. 01203.0005/331718.1 (e) Nothing herein shall be construed as limiting City's right to terminate the Agreement for default by Contractor or otherwise limit the City's enforcement rights or remedies the Agreement. Furthermore, nothing herein shall be construed as requiring City to impose liquidated damages prior to terminating or taking other action 01203.0005/331718.1 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: A. Labor: ITEM DESCRIPTION, ESTIMATED COST ANNUAL 3 YEAR NO. UNIT ANNUAL PER COST BASE TERM QUANTITY HOUR COST BID CATEGORY 1: LABOR COST XX XX XX Service Request 2080 HRS $22.50 $46,800 $140,400 1. Technician, One FTE Lead Landscape 2080 HRS $32.00 $66,560 $199,680 2. Technician, One FTE Senior Landscaper, 2080 HRS $24.50 $50,960 $152,880 3. One FTE Irrigation Technician, 2080 HRS $33.00 $68,640 $205,920 4. One FTE Landscape Laborer, 8320 HRS $19.50 $162,240 $486,720 5. Four FTEs Lead Maintenance 2080 HRS $24.50 $50,960 $152,880 6. Worker, One FTE Senior Maintenance 2080 HRS $22.50 $46,800 $140,400 7. Worker, One FTE Maintenance Laborer, 4160 HRS $19.50 $81,120 $243,360 8. Two FTEs Litter Laborer, Three 6240 HRS $19.50 $121,680 $365,040 9. FTEs SUB TOTAL BID CATEGORY 1: ANNUAL LABOR COST (add items 1- XX $695,760 XX 9) SUB TOTAL BID CATEGORY 1: 3 YEAR BASE TERM LABOR COST XX XX $2,087,280 (add items 1-9) 01203.0005/331718.101203.0005/331718.101203.0005/331718.1 B. Vehicles and Equipment: Description Monthly Annual 3 Year Base Cost Cost Term Cost SUB TOTAL BID CATEGORY 2— $16,036.61 $192,440 XX ANNUAL VEHICLES AND EQUIPMENT SUB TOTAL BID CATEGORY 2—3 YEAR BASE TERM VEHICLES AND XX XX $577,320 EQUIPMENT C. Contractor Provided Materials: Description Monthly Annual 3 Year Base Cost Cost Term Cost SUB TOTAL BID CATEGORY 3 — MONTHLY CONTRACTOR PROVIDED $4,905.50 XX XX MATERIAL COSTS SUB TOTAL BID CATEGORY 3 — ANNUAL CONTRACTOR PROVIDED XX $58,866 XX MATERIAL COSTS SUB TOTAL BID CATEGORY 3 —3 YEAR BASE TERM CONTRACTOR XX XX S176.598 PROVIDED MATERIAL COSTS D. On-call services not covered in Section A: Item No. Description Cost Per Hour BID CATEGORY 4 BID ALTERNATES XX 1. Service Request Technician Overtime $33.75 2. Lead Landscape Technician Overtime $48.00 3. Senior Landscaper Overtime $36.75 4. Irrigation Technician Overtime $49.50 5. Landscape Laborer Overtime $29.25 6. Lead Maintenance Worker Overtime $36.75 7. Senior Maintenance Worker Overtime $33.75 8. Maintenance Laborer Overtime $29.25 9. Litter Laborer Overtime $29.25 BID CATEGORY 4—ANNUAL NOT-TO-EXCEED TOTAL COST $25,000 BID CATEGORY 4—3 YEAR NOT-TO-EXCEED TOTAL COST$75,000 E. Lease of City Property: 1. Lease. $80,265/year($240,795 over three years) for Lease. 01203.0005/331718.1 2. Administrative Costs. Approximately$22,638.84/year($67,916.52 over three years) for administrative costs, including but not limited to administration of the Lease, security fencing,taxes, and utilities associates with the Lease. The City will pay these costs upon submission of valid invoices itemizing such costs. II. Retention: NOT USED. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer,funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Stay Green, Inc. for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, contractor's employee name who performed the work, the number of hours worked, applicable City account charge codes, the hourly rate, and supporting documentation to include copies of City verified timesheets. B. Line items for all equipment shall be prorated monthly based on total annual cost (annual cost/ 12 =monthly rate). C. Line items for all materials shall be prorated monthly based on total annual cost (annual cost/ 12 =monthly rate). D. Line items for all approved on-call services for all personnel describing the work performed, contractor's employee name who performed the work, the number of hours worked, applicable City account charge codes, the hourly rate, and supporting documentation to include copies of City verified timesheets and a copy of written on- call services authorization(s) from Contracting Officer, or his designee. V. The total compensation for the Services for Fiscal Years 2016-2017 through 2018- 2019 shall not exceed $3,224,909.52, as provided in Section 2.1 of this Agreement, and the annual amount shall not exceed $ 1,074,969.84. VI. Stay Green, Inc. billing rates for all personnel are detailed in Exhibit C, Section I,A and D. 01203.0005/331718.1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be February 1, 2017, to January 31, 2020. The term of this Agreement may be extended up to three years, by exercising up to three one-year options, based on Contractor performance and mutual consent. II. Stay Green, Inc. shall perform all work timely in accordance with the following schedule: A. Scheduled maintenance services shall be performed in accordance with the frequencies specified in Annex "B" of the Performance Work Statement, according to a schedule approved in writing by the Contracting Officer. B. Additionally and as directed by work order, unscheduled services shall be performed in accordance with Annex "C" of the Performance Work Statement, and attached hereto as Exhibit D-1. III. Contractor shall deliver status reports in accordance with Exhibit A, sections II and III of this Agreement, as scheduled in the Performance Work Statement. IV. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0005/331718.1 4 EXHIBIT "D-1" ANNEX C DPW Service Request/Work Order Criteria Service Requests and Work Orders are divided into several groups depending on work classification. The following list defines the work classification groups: • Service Request—Requests for work from internal or external customers which is not scheduled. This type of work is generally reported by phone,email,web request or in person. • Preventive Maintenance—Recurring scheduled work which is performed on a set cycle to prevent damage to equipment,assets and infrastructure.Examples would include:servicing a piece of equipment at a certain hour,time or mile interval_ • Scheduled Work—Work which is scheduled in advance for the convenience of the public or internal customers.Examples would include:mowing of a certain park on a fixed day each week or painting an office when the occupant is off duty. • Unscheduled Work Order—Work which is reported through the Service Request process or is self-identified by field tedriclans or City Maintenance personnel Unscheduled work is prioritized as Emergency, Urgent, Routine or Command Directed. Examples would include: sewer overflows,downed trees or kmbs,burnt out light bulbs or any other type of problem which needs to be repaired in a timely manner. • Project Work Order—Work which will involve more than 48 man hours or cost more than $5000.00 in materials to complete. This work is not sitiject to the work prioritization classification, but may have a set date for completion. Examples would include: painting an entire building rebuilding a damaged bus stop,replacing a major piece of equipment or any other work which by the nature of its scope cannot be classified as a work order. Unscheduled Work Orders are prioritized according to the following classification definitions: • Emergency-Emergency work takes priority over all other work and requires immediate action, inducing overtime or diverting craftsmen from other jobs,if necessary,to mitigate the emergency.Usually,work will be classified as emergency when it consists of correcting failures/problems,which constitute an krimednate danger to life,health,security or critical infrastructure.Normal response to emergency work is within 1 hour during normal business hours and 2 hours after normal business hours.Once started,work wiN continue until completed or until temporary repairs which aleviate the irrrnec tate danger are completed. Every effort will be made to complete repairs within 24 hours. • Urgent-Urgent work is required to correct a condition,which could become an emergency if left uncorrected or poses a significant inconvenience to customers_Normal Response to urgent work is within 24 hours.Every effort will be made to complete repairs within 72 hours. • Routine-Routine work does not meet the criteria of emergency or urgent This category covers required work which,if not accomplished,would only continue to be an inconvenient or unsightly condition.Work in this category will normally be accomplished on a first-come first-served basis. Every effort will be made to respond to routine work within 3 business days and complete routine work within calendar 14 days. 01203.0005/331718.1 5 EXHIBIT "E" LEASE AGREEMENT 01203.0005/331718.1 6 A This page is part of your document-DO NOT DISCARD � iiI201II7II01l311965l8 `�,y �� 4frill'1nHI III Illnl IIII Pg : Af' Recorded/Flied inOfficial Records Irs•;11 Recorder's Office, Los Angeles County, California C44P00.M)'� 02/02/17 AT 10:47AM FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 11111311111110111111111111011 I NII I I III I I III I II I I III II III II I IIII LEADSHEET III I I VIII I II III I I 1101 III III II IIU III III III I I HI 201702023240002 00073378718 oo!zen SEQ: 01 DAR - Counter (Upfront Scan) IIIIII 101 1101 11111111111 1111 11111 1111 1111 111111 HIll lI 0111 110 111111 IlI III 0111 1111 1111 11110 VIII NII Ill I 11111110111111110111111110111110111110111011 11101111110�I III IIV - THIS FORM IS NOT TO BE DUPLICATED - 02/02/2017 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: 11111111111111111111111, '20170139658x City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, California 90275 Attention: City Clerk [SPACE ABOVE FOR RECORDER'S USE ONLY] Exempt from filing/recording fees per Govt.Code§27383 LEASE AGREEMENT This Lease Agreement ("Lease") is made and entered into this / day of � G� 2017 ("Lease Commencement Date"), by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation ("Landlord"), and the STAY GREEN, INC., a California corporation ("Tenant"). RECITALS: A. Landlord owns that real property located at 30940 Hawthorne Blvd located in the City of Rancho Palos Verdes ("City"), State of California (comprised of APN No. 7573-002-913 & 7573-002-908) improved with certain buildings including the city hall and related government facilities ("City Buildings") and a parking lot ("Parking Lot") all as legally described on attached Exhibit A ("Property"). B. Tenant and Landlord have executed that certain Contract Services Agreement dated concurrently with this Lease whereby Tenant is obligated to provide general maintenance services and trash, debris and litter removal for public properties owned and operated by Landlord ("Services Agreement"). C. Other portions of the Property are leased by Landlord to other tenants ("Adjoining Tenants"). D. Landlord is willing to allow Tenant to rent a portion of the Property to be used by Tenant for performance of the Services Agreement pursuant to the terms and conditions set forth in this Lease. NOW, THEREFORE, the parties agree as follows: 1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the sections where references to the particular fundamental lease provisions may appear. 01203.0005/331718.1 � 1.1 Leased Premises. For purposes of this Lease, "Leased Premises" means (i) the exclusive use of the portion of the Property (together with the existing open shed and other existing improvements located thereon) as depicted on attached Exhibit B ("Exclusive Use Area"), together with (ii) the non-exclusive right to use the access road across the Property to reach the Exclusive Use Area. Tenant shall not have the right to use any other portion of the Property including, but not limited to, the parking lot adjacent to the City Hall. 1.2 Lease Commencement Date. This Lease shall commence on the Lease Commencement Date identified on Page 1. 1.3 Term. The term ("Term") shall commence on the Lease Commencement Date and continue for three (3) years ("Termination Date") subject to extensions as provided in Section 2.1(b). 1.4 Base Rent. The base rent for the Initial Term (as defined in Section 2.1(a)) shall be Eighty Thousand, Two Hundred Sixty Five Dollars ($80,265) per annum payable in equal monthly installments of Six Thousand, Six Hundred Eighty Eight Dollars and Seventy Five Cents ($6,688.75) ("Base Rent"). (See Section 3.1). 1.5 Use of Leased Premises. Tenant may use the Leased Premises for parking and storing its vehicles and equipment and other uses solely required for Tenant's rendering the services under the Service Agreement and no other purpose without the prior written consent of Landlord in Landlord's sole and absolute discretion. 1.6 Tenant's Address for Notices. ��I� S�►v►�Mr� Cfrc�, SfA)(,t COLA—1 1� C� 9/ 3 c---0 Attn: _S.-A C-0 b 1.7 Security Deposit. None. 2.0 TERM. 2.1 Term. (a) Initial Term. The term of this Lease shall commence on the Lease Commencement Date (as defined in Section 1.2) and shall continue for the period of time Specified in Section 1.3. (b) Options to Extend. Tenant has three (3) consecutive one (1) year options to extend the Lease ("Option to Extend") subject to all of the provisions of this Lease, including, but not limited to, the adjustments in Base Rent as set forth below. Tenant may only exercise an Option to Extend provided that Tenant (i) is not in Breach at either the time of the exercise or the end of the existing Term; and 01203.0005/331718.1 c� (ii) the Service Agreement has been extended for the same time period in accordance with its terms. Each Option to Extend must be unconditionally exercised by Tenant providing written notice to Landlord not more than six (6) months nor less than one (1) months prior to the end of the then existing Term ("Option Exercise Notice"). Failure to timely exercise an Option to Extend in accordance with the foregoing shall automatically terminate the Option to Extend and all successive Options. Notwithstanding the Option Exercise Notice has been delivered by Tenant, if the parties do not extend the Services Agreement in accordance with its terms, the exercise of the option shall be deemed void. Upon the request of either party, both parties shall promptly execute and deliver an "Extension of Lease Agreement" pursuant to which the Tenant extends the Lease for the term of the Option Period upon all of its same terms and conditions except Base Rent which shall be adjusted in accordance with Section 3.1(b). 2.2 Termination of Services Agreement. This Lease shall immediately terminate concurrently with termination of the Services Agreement for any reason. However, if the Services Agreement is terminated due to Tenant's default or breach of the Services Agreement, then Tenant shall be deemed that Tenant is in default of this Lease and Landlord shall have the right to all remedies provided in Section 10.2. Upon termination of this Lease, Tenant shall have thirty (30) days to remove any personal property from the Property. 2.3 Lease Year. For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month period during the Lease Term; provided, however, that (i) the first Lease Year shall commence on the Lease Commencement Date including any partial month in which it occurs and end on the last day of the twelfth (12th) month thereafter; (ii) the second and each succeeding Lease Year shall commence on the first day of the next calendar month. and (iii) the last Lease Year shall end at the Termination Date (as defined in Section 1.3). 2.4 Holding Over. Any holding over after the expiration of the Term, with or without the consent of Landlord, express or implied, shall be construed to be a tenancy from month to month, cancellable upon thirty (30) days written notice with Base Rent equal to one hundred fifty percent (150%) of the last Base Rent payable under this Lease. 3.0 RENT. 3.1 Base Rent. (a) Base Rent for Initial Term. For each Lease Year, Tenant shall pay to Landlord the sum specified in Section 1.4 as annual rental, which sum shall be paid in equal monthly installments as specified in Section 1.4 with each monthly payment made in advance on the first (1st) day of each month ("Base Rent"). If the Lease Commencement Date occurs other than on the first day of a month, the applicable monthly Base Rent for that month shall be prorated and paid to Landlord concurrently with the Lease Commencement Date. 01203.0005/331718.1 ce (b) Base Rent for Option to Extend. If an Option to Extend is exercised as set forth in Section 2.2 above, at the commencement of the extended Term, the Base Rent for that Lease Year shall be equal to the then existing Base Rent being paid by Tenant at the end of the existing Term. 3.2 Additional Rental. All monetary obligations of Tenant under this Lease, including, but not limited to, insurance premiums, property taxes, late charges, and utility costs, shall be additional rental and deemed "Rent" for purposes of this Lease. 3.3 Miscellaneous Requirements. All rental to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand. 3.4 Real Property Taxes. To the extent that any ad valorem tax is imposed, or sought to be imposed, on the Leased Premises (either in the form of a possessory interest tax or otherwise), Tenant shall pay, at the election of Landlord, either directly to the taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Leased Premises (including any possessory interest taxes), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes. Such amount shall be paid on the date that is twenty (20) days prior to the delinquent date or, if Landlord receives the tax bill, ten (10) days after receipt of a copy of the tax bill from Landlord, whichever is later. Upon termination of this Lease, Tenant shall immediately pay to Landlord any final amount of Tenant's share of such taxes and assessments as determined by Landlord. 3.5 Personal Property Taxes. During the Term, to the extent that any personal property tax is assessed against and levied upon fixtures, furnishings, automobiles, equipment and all other personal property of Tenant contained in the Leased Premises, Tenant shall pay prior to delinquency all such taxes, and when possible Tenant shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the Leased Premises. 3.6 Reimbursement for Electrical Charges. During the Term, Tenant shall reimburse Landlord for a reasonable allocation of electrical charges to Tenant's usage within ten (10) days of receipt of a summary statement from Landlord. 4.0 LEASED PREMISES; UTILITIES; USE. 4.1 Leased Premises. Landlord leases to Tenant and Tenant hires from Landlord, the Leased Premises only for the use authorized in Section 1.5 and for no other use. During Landlord's business hours, Tenant's employees shall have access to restrooms located in the City Buildings which are open to the general public. Tenant covenants, as a material part of the consideration for this Lease, to keep and perform each and every provision of this Lease in compliance with all applicable laws and ordinances. Tenant accepts the Leased Premises in AS-IS condition without 01203.0005/331718.1 1 a representation or warranty of any kind. Tenant shall be solely responsible for security at the Leased Premises. Pursuant to California Civil Code Section 1938, Tenant is advised that the Leased Premises has not undergone inspection by a Certified Access Specialist (CASp), and, therefore, the City is not aware if the Leased Premises complies with the applicable construction-related accessibility standards pursuant to Civil Code Section 55.53. 4.2 Utilities. Tenant acknowledges that the Leased Premises does not have access to any utilities except electricity. 4.3 Signs. Tenant shall not install any signs on the Leased Premises without the prior written consent of Landlord. Any signage permitted by Landlord must comply with applicable laws and ordinances. 4.4 Disposal of Solvents, Waste and Trash. At Tenant's sole cost and expense, Tenant shall properly and promptly dispose of any solvents, waste or other materials used by Tenant in accordance with all applicable laws. Tenant may not permit any trash or other waste to accumulate or be stored on the Leased Premises. 4.5 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or sold in or about the Leased Premises (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material which would be considered lewd, obscene or licentious: (b) any article which may be prohibited by standard forms of fire insurance policies; (c) any controlled substances, narcotics, or the paraphernalia related to the same; or (d) alcoholic beverages unless expressly permitted by Landlord, in writing and in advance of the storage or consumption of the same. Tenant shall not do or permit anything to be done in or about the Leased Premises which will in any way obstruct or interfere with the rights of other parties, Adjoining Tenants, or Landlord's use of the City Buildings or injure or annoy them or use or allow or permit the Leased Premises to be used for any improper, immoral, unlawful, or objectionable purpose. Tenant shall not cause, maintain or permit any nuisance in or about the Leased Premises, or commit or suffer to be committed any waste upon the Leased Premises. Tenant may repair its vehicles on the Leased Premises provided Tenant does not permit any fluids including, oil, gasoline, etc. to contaminate the land and properly disposes of any such fluids in accordance with applicable laws. Tenant shall not permit any employee or contractor to remain overnight on the Leased Premises. 4.6 Compliance with Laws. Tenant shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Leased Premises, and shall faithfully comply with all municipal ordinances, including, but not limited to, the General Plan and zoning ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. The judgment of any court of competent jurisdiction, or the admission of Tenant in any 01203.0005/331718.1 is . action or proceeding against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any such order or statute in said use, shall be conclusive of that fact as between Landlord and Tenant. Tenant shall not engage in any activity on or about the Leased Premises that violates any Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Tenant. The term "Environmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Leased Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq.; (v) California Health and Safety Code Section 25359.7; (vi) California Health and Safety Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. Sections 1317 et seq.; (viii) California Water Code Section 1300 et seg.; and (ix) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Tenant shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. Tenant shall provide prompt written notice to Landlord of the existence of Hazardous Substances on the Leased Premises and all notices of violation of the Environmental Laws received by Tenant. 5.0 ALTERATIONS AND REPAIRS. 5.1 Alterations. Tenant shall not make, or suffer to be made, any alterations to the Leased Premises which shall require the issuance of any discretionary or ministerial permit(s), or any part thereof, without the prior written consent of Landlord. As a condition to such approval, Landlord may require that any such alterations to the Leased Premises be removed at termination of the Lease. Any removal of alterations shall be completed in a good and workmanlike manner leaving the Leased Premises in a good and safe condition at Tenant's sole cost and expense. Any damage occasioned by removal shall be repaired at Tenant's expense so that the Leased Premises will be surrendered in a good, clean, sanitary and safe condition. Any and all trade fixtures, equipment, or appurtenances installed by Tenant shall conform with the requirements 01203.0005/331718.1 40 r of all municipal, state, federal, and governmental authorities including requirements pertaining to the health, welfare, or safety of employees or the public. 5.2 Maintenance and Repair. During the Term, Tenant shall, at Tenant's sole cost and expense, keep, and maintain the Leased Premises in good and sanitary order, condition, and repair. Tenant shall also at its sole cost and expense be responsible for any alterations or improvements to the Leased Premises permitted by Landlord under this Lease or otherwise necessitated as a result of the requirement of any municipal, state or federal authority. Tenant waives all right to make repairs at the expense of Landlord, and Tenant shall obtain any required governmental permits for any maintenance or repair work required under this Lease. Tenant waives all rights provided for by the Civil Code of the State of California to make said repairs. Tenant agrees on the last day of the Term or sooner termination of this Lease, to surrender the Leased Premises in the same condition as when originally received by Tenant and in a good, clean, sanitary and safe condition. 5.3 Free from Liens. Tenant shall keep the Leased Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or on behalf of Tenant. Tenant shall pay or cause to be paid any and all such claims or demands before any action is brought to enforce same against the Leased Premises. 5.4 No Construction Obligations. Landlord has no construction obligations of any kind under this Lease. 6.0 INSURANCE AND INDEMNIFICATION. 6.1 Insurance Provided by Landlord. Landlord has no obligation to Tenant to maintain any insurance on the Leased Premises. Any insurance maintained by Landlord shall be solely for the benefit of Landlord and Tenant waives any right of recovery from Landlord, its officers and employees, and Landlord hereby waives any right of loss or damage (including consequential loss) resulting from any of the perils insured against as a result of said insurance. 6.2 Insurance Provided by Tenant. (a) Tenant to Provide Personal Property Insurance. Tenant, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on the structures, its trade fixtures, equipment, automobiles, personal property and other materials within the Leased Premises from loss or damage to the extent of their full replacement value. (b) Tenant to Provide Liability Insurance. Tenant shall, at Tenant's sole cost and expense, but for the mutual benefit of Landlord and Tenant, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Leased Premises on any area directly adjacent to the Leased Premises written on a per occurrence basis in i 01203.0005/331718.1 a an amount not less than a combined single limit of ONE MILLION DOLLARS ($1,000,000) for bodily injury, death, and property damage. (c) Tenant to Provide Workers' Compensation Insurance. Tenant shall, at Tenant's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both Tenant and Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Tenant in the course of conducting Tenant's business in the Leased Premises. (d) General Provisions Applicable to Tenant's Insurance. All of the policies of insurance required to be procured by Tenant under this Lease shall be primary insurance and shall name Landlord, its elected or appointed officers, employees, and agents as additional insureds. The insurers shall waive all rights of contribution they may have against Landlord, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to Landlord. Prior to the Lease Commencement Date and at least thirty (30) days prior to the expiration of any insurance policy, Tenant shall provide Landlord with copies of all applicable polices evidencing the required insurance coverages written by insurance companies acceptable to Landlord, licensed to do business in the State of California and rated A:VII or better by Best's Insurance Guide. In the event the City Manager of Landlord, or his/her designee ("Risk Manager") determines that (i) Tenant's activities in the Leased Premises creates an increased or decreased risk of loss to Landlord, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Tenant agrees that the minimum limits of any insurance policy required to be obtained by Tenant may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Tenant shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Landlord within ten (10) days of receipt of notice from the Risk Manager. Landlord and Tenant hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Leased Premises, or Tenant's trade fixtures, equipment, personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Landlord or Tenant against such loss, waive any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. 6.3 Indemnification of Landlord. As material consideration to Landlord, Tenant waives all claims against Landlord for damage to the vehicles, equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Leased Premises and for 01203.0005/331718.1 laii injuries to persons in or about the Leased Premises, from any cause arising at any time. Tenant agrees to indemnify Landlord, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or' in connection with the negligent performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Leased Premises by Tenant or its employees and invitees, or arising from the failure of Tenant to keep the Leased Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Tenant, or arising from Tenant's negligent performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of Landlord, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of Landlord, its officers, agents or employees, who are directly responsible to Landlord, and in connection therewith: a. Tenant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; and b. Tenant will promptly pay any judgment rendered against Landlord, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Tenant hereunder; and Tenant agrees to save and hold Landlord, its officers, agents, and employees harmless therefrom. In the event Landlord, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Tenant, Tenant agrees to pay to Landlord, its officers, agents or employees, any and all costs and expenses incurred by Landlord, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. 7.0 ABANDONMENT AND SURRENDER. 7.1 Abandonment. Tenant shall not vacate or abandon the Leased Premises at any time during the Term; and if Tenant shall abandon, vacate or surrender the Leased Premises or be dispossessed by process of law, or otherwise, any personal property belonging to Tenant and left on the Leased Premises shall be deemed to be abandoned, at the option of Landlord. 7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing authorized subleases or 01203.0005/331718.1 ifia subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all of such subleases or subtenancies. 8.0 DAMAGE AND DESTRUCTION. In the event of the total or partial destruction of the Leased Premises, the Term, and unless the cause for such total destruction is the result of the of the sole gross negligence or willful misconduct of Landlord, its City Council, Boards, Commissions, directors, officers, employees, or agents, in which the Leased Premises are declared unsafe or unfit for occupancy by any public officer or entity having jurisdiction to so declare, then this Lease shall be terminated, and the Leased Premises shall be surrendered to Landlord. 9.0 ASSIGNMENT AND SUBLETTING. Tenant may not assign this Lease or sublet all or any portion of the Leased Premises, without the prior written consent of Landlord, which consent may be withheld in the reasonable discretion of Landlord and must be made only to a permitted assignee in accordance with Section 4.5 of the Services Agreement. For purposes of this Lease, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis. Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment together with audited financial statements of Tenant. 10.0 DEFAULT AND REMEDIES. 10.1 Default by Tenant. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: a. The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of three (3) days after written notice by Landlord to Tenant. b. A failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, where such failure shall continue for a period of thirty (30) days after written notice by Landlord to Tenant; provided, however, that if the nature of the default involves such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion. c. Tenant's default or breach of the Services Agreement. d. Vacation or abandonment of the Leased Premises for a period of thirty (30) consecutive days by Tenant. 01203.0005/331718.1 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; 01203.0005/331718.1 c. The worth at the time of award of the amount by which the unpaid rental for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and d. Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under the lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed by allowing interest at three percent (3%) over the prime rate then being charged by Bank of America, N.A. but in no event greater than the maximum rate permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but in no event greater than ten percent (10%). As used herein "rental" or "rent" shall be the fair market rental set forth in Section 1.8, including the other sums payable hereunder which are designated "rent", "rental" or "additional rental" and any other sums payable hereunder on a regular basis. Such efforts as Landlord may make to mitigate the damages caused by Tenant's breach of this Lease shall not constitute a waiver of Landlord's right to recover damages against Tenant hereunder, nor shall anything herein contained affect Landlord's right to indemnification against Tenant for any liability arising prior to the termination of this Lease for personal injuries or property damage, and Tenant hereby agrees to indemnify and hold Landlord harmless from any such injuries and damages, including all attorney's fees and costs incurred by Landlord in defending any action brought against Landlord for any recovery thereof, and in enforcing the terms and provisions of this indemnification against Tenant. Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Leased Premises by Tenant, shall not constitute a termination of this Lease, or of Tenant's right of possession hereunder, unless and until Landlord elects to do so, and until such time Landlord shall have the right to enforce all of its rights and remedies under this Lease, including the right to recover rent, and all other payments to be made by Tenant hereunder, as they become due. Failure of Landlord to terminate this Lease shall not prevent Landlord from later terminating this Lease or constitute a waiver of Landlord's right to do so, including the prosecution of any unlawful detainer action against Tenant. 10.3 No Waiver. The waiver by Landlord of any term, covenant or condition shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition in this Lease. Acceptance of late payment of Rent by Landlord shall not be deemed a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease. 01203.0005/331718.1 liel 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) 01203.0005/331718.1 1* month period Landlord or his agents may, during normal operating hours, enter upon said Leased Premises and exhibit same to prospective tenants. 12.2 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Leased Premises by Landlord, or at any other time, an estoppel certificate may be requested of Tenant. Tenant agrees, within seven (7) days after written request, to deliver such estoppel certificate in the form reasonable required by Landlord addressed to any existing or proposed mortgagee or purchaser, and to Landlord, together with Tenant's current financial statements. Tenant shall be liable for any loss or liability resulting from any incorrect information in the estoppel certificate, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. 12.3 Jurisdiction and Venue. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to either party as set forth herein shall be adequate service for such litigation. The parties further agree that Los Angeles County, California is the proper venue for any litigation. 12.4 Successors in Interest. All covenants shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of the parties. 12.5 Entire Agreement. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease; (ii) supersedes any and all previous obligations, agreements and understandings between the parties, oral or written; and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Landlord or its agents or representatives. 12.6 Authority. Tenant represents that each individual executing this Lease on behalf of Tenant is duly authorized to execute and deliver this Lease on behalf of Tenant, in accordance with a duly adopted resolution of the Board of Directors, and that this Lease is binding upon Tenant in accordance with its terms. Tenant represents and warrants to Landlord that the entering into this Lease does not violate any provisions of any other agreement to which Tenant is bound. 12.7 Relationship of Parties. The relationship of the parties is that of Landlord and Tenant. Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of Tenant's activities, programs, services, or charitable purposes or activities. 12.8 Nondiscrimination. Tenant herein covenants for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the condition that there shall be 01203.0005/331718.1 41. no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Leased Premises herein leased, nor shall Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the Leased Premises. 12.9 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to the other party, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and (i) by being personally served which shall be deemed received as of the personal deliver; (ii) by deliver by overnight carrier which shall be deemed received as of the delivery to the party; or (iii) by certified mail return receipt requested, postage prepaid, addressed which shall be deemed delivered three (3) days after deposit with the US Postal Service, to (a) Landlord, to City of Rancho Palos Verdes, at 30940 Hawthorne Blvd, Rancho Palos Verdes, California 90275, Attn: City Manager, with a separate concurrent copy to the City Attorney at the same address; and (b) Tenant as specified in Section 1.6. Either party may change the address set forth herein by written notice sent as provided hereinabove. 12.10 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease. 12.11 Force Majeure. If either party shall be delayed or prevented from the performance of any act required in the Lease by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the delay. Nothing in this Section shall excuse Tenant from the prompt payment of the annual rent or other charge or payment required of Tenant except as may be expressly provided elsewhere in this Lease. 12.12 Attorney's Fees. In the event that any action or proceeding is brought by either party to enforce any term or provision of this Lease, the prevailing party shall recover its reasonable attorneys' fees and costs incurred with respect thereto. 01203.0005/331718.1 1 12.13 Recordation of Lease. In accordance with Government Code Section 37393, this Lease shall be recorded in the Official Records of Los Angeles. Upon termination of the Lease, Tenant shall execute and acknowledge any documents reasonably requested by Landlord in order to terminate the Lease of record. This obligation shall survive termination of this Lease for any reason. 12.14 Time. Time is of the essence of every provision of this Lease. 12.15 Exhibits Incorporated. Exhibits A & B attached to this Lease are made a part hereof as if fully set forth herein. IN WITNESS WHEREOF, the parties have duly executed this Lease on the day and year first above written. TENANT: LANDLORD: STAY GREEN, INC, RANCHO PALOS VERDES, a California corporation a municipal corporation By: _ 0 -40B Its: R r Al„ r - - Mayor Lei ATTEST By: Its: 9f2 / i c T . toi- Otr- akaoka, Deputy City,Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP By- David J. A eshire, City Attorney [END OF SIGNATURES] 01203.0005/331718.1 �@ EXHIBIT A LEGAL DESCRIPTION OF PROPERTY That certain real property in the City of Rancho Palos Verdes, County of Los Angeles, State of California legally described as: THAT PORT I ON OF BLOCK H, AS SHOWN ON MAP OF THE RANCHO LOS PALOS VERDES, IN THE COUNTY OF LOS ANGELES. STATE OF CALIFORNIA, ALLOTTED TO OOTHAK BIXBY, EY DECREE IN PARTITION TN THE ACTION *BIXBY, ET AL. VS. VEN, ET AL.", CASE NO. 2373, IN TM DISTRICT COURT OF THE 17TH JUDICIAL DISTRICT OF THE STATE OF CALIFORNIA. IN AND FOR THE COUNTY OF LOS ANGELES AND ENTERED IN BOOR 4 PAGE 57 OF JUDGMENTS, IN THE SUPERIOR COURT or SAID COUNTY, DESCRIBED AS FOLLOWS: CO NC I NG AT A POINT, SAID POINT BEING THE COUNTY OF LCS ANGELES, TRIANGULATION MONUMENT sky PEDRO HILLS D-7, AND HAVING STATE COORDINATES OF NORTH 4,019,330.OS, EAST 4, 164,224.94, SAID POINT BEING LOCATED ON A POINT OF LAND NORTf OF PAWS VERDES DRIVE, OVERLOOKING POINT V I CEN T E LIGHTHOUSE; THENCE NORTH 53 DEGREES 31 I NOTES Se SECONDS EAST 415.07 FEET TO THE CENTER OF THE NORTHWEST GUN TURRET of BATTERY 240; THENCE NORTH 51 DEGREES 59 MINUTES 13 SECONDS EAST 55.00 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 56.15 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 36 DEGREES 00 MINUTES 43 SECONDS EAST 19.31 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE cOuTHERLY, HAVING A RAD I CS OF 103.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60 DEGREES 58 MINUTES 07 SECONDS, A DISTANCE OF 111.73 FEET; THENCE SOUTH 83 DEGREES 01 MINUTES 10 SECONDS EAST 69.38 FEET; THENCE SOUTH 86 DECREES 20 MINUTES 48 SECONDS EAST 212.34 FEET; THENCE NORTH 01 DEGREES 46 MINUTES 52 SECONDS WEST 109.94 FEET: THENCE NORTH 81 DEGREES 44 MINUTES 11 SECONDS EAST 278. 53 FEET; THENCE SOUTH 88 DEGREES 50 MINUTES 35 SECONDS EAST 60.40 FEET; THENCE SOUTH 71 DECREES SS MINUTES 48 SECONDS CAST 57.e3 FEET; THENCE SOUTH 62 DEGREES 00 MINUTES 18 SECONDS EAST 226. 14 FEET; THENCE NORTH 62 DEGREES 19 MINUTES 00 SECONDS -EAST 64..1: FEET TO A POINT IN THE SOUTH RIGHT-OF-WAY LINE OF HAWTHORNE BOULEVARD, SAID POINT BEING A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIOS of 550.00 FEETI THENCE SOUTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF DEGREES 18 MINUTES 26 SECONDS, A DISTANCE OF 22.1502 SOUTH 62 DEGREES 19 MINUTES 0079.981 FEET; THENCE SECONDS REST 79.9 S 1 THENCE SOUTH 84 DEGREES 32 MINUTES 12 SECONDS WEST 216.25 FEET; THENCE NORTH 02 DECREES 24 MINUTES 09 SECONDS WEST 55.04 FEET- L►EGREES =34 minutes 50 SECONDS WEST 31.16 FEET;� THENCE NORTH 87 THENCE SOUTH 02 DEGREES 23 MINUTES 42 SECONDS EAST 78.06 FEET; THENCE NORTH DEG :ES 00 MINUTES 49 SECONDS WEST 166.47 FEET; 83 DEGREES 20 MINUTES 48 SECONDS WEST THENCE NORTH 86 212.35 FEET`, THENCE NORTH 83 DEGREES 01 MINUTES 10 SECONDS WEST 69.96 FEET TO A POINT BEING TANGENT CURVE CONCAVE SOUTHERLY, HAVING A RAD N US O A THENCEWESTERLY ALONGSAID CURVE, THROUGHT 8S;#�� FEET; DEGREES 'S�$ MINUTES 0�7 ,,Lr A CENTRAL ANGLE OF 60SOS, A DISTANCE OF 90.54 FEET; THENCE SOUTH 36 DEGREES COMMUTES 43 SECONDS WEST 25.04 FEET; THENCE NORTH 38 DEGREES 00 MINUTES 47 SECONDS WEST 20430 FEET TO THE TRUE OF BEGINNING. POINT 01203.0005/331718.1 1 . . EXHIBIT B LEASED PREMISES . 7 , ... ... ..._ . ' -,, ..... , ...t 4.... .........,- ,, 7.-1 - ,- 4‘. v,,,,,,,,,,,,, '1 -'..,`. - ,. •_.r...- . . .. . .. .. - , ......,......., . -;..- . -----•-- -- ... INfs ?its.. ..ow. _. . 1 , fe __,,,,,,,, .,,, - • r, , .. ,.- . Pro ,'4'7- , , - 't.„ • . - , -..4,tf * 1,-.,,,'-- — ''' •'. IP. . , - 07,,,,,, •,-.„. 1,--., .' 1.,•,~A,,,,,,-„,,,,....,,,,,,,,.. , ,,. , „,,,,,.,.... -,1,..,,,_.‘ ,. \,,,__,J.,,,._\_ ...—viLl‘S. - • - .-_. l'.. .. - 0 •,i' - , .,• 40 lt, ./". , • - Stay Green Lease area 26,755 SqFt .# IF . .!..;,. ' - -, 1111 - - P .iii....i.,.., *.. 01203.0005/331718.1 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF 1,41, A/4 it ) On I "i, , 201 j before me, f4tC(&it,'L,uA � public,, a notary persona ly appeared 6,d y who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o cial seal. ,.. MAGDALENA VA NCE r � �, N E z?_-4,4} 21 Commission No 21218 Z IOL ti II' ll .NoTARY PUBLIC-CAL FpRNIA n i LOS ANGELES CpUNT1r �l My Cc,R; Expires AUGUST t 20/9 No . !laic SEAL: attaTC_Ji 01203.0005/331718.1 1 i CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles } On January 26, 2017 before me, Magdalena Vance, Notary Public , (Here insert name and title of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose names-) Is re subscribed to the within instrument and acknowledged to me that 410.he/they executed the same in 4e) er/their authorized capacity0es), and that by 4410, er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MAGDALENA VANCE . .-,:,..1:- . Commission No 2121835 f WITN ESS myhand and fficial seal. Z ti~ � ' NOTARY PUBLiC-CALIFORNIA LOS ANGELES COUNTY 4 ``• t.":- My Comm Expires AUGUST 1.2019 1 (Not.* r o1 ttkOtee} ta blic Signature ary Public Seal) ADDITIONAL OPTIONAL INFORMATION ThisINSTRUCTIONS FOR COMPLETING THIS FORM form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long Lease Agreement asNthe wording does not require the California notary to violate California notary a (Title or description of attached document) • State and County information must be the State and County where the document City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 17 Document Date 2/01/17 commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. 44e/she/they, is/afe)or circling the correct forms.Failure to correctly indicate this El Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges.re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attorney-in-Fact ❖ Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document,number of pages and date. ▪ Other Operational Manager Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 20'15 V e.. i ,.;v::v: o=r; ::,,£<: ,:orn ': .z7,.{..;_kk,M • Securely attach this document to the signed document with a staple. STATE OF CALIFORNIA ) ss. COUNTY OF 19511€5 On 1 Z , 2011before me, (- i&e )&/v\ , a notary public, persona ly appeared S44/1..441 y who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o ffi ci eal. I juitt OiLut) Not is SEAL: MAGDALENA VANCE „ Commission No.µ 121835 Z z;'. '� NOTARY PUBLIC-CALIFORNIA ri • • L JS aNGE LES COUNTY `•~ �•= My Cc R, Expires AUGUST 1 2019 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of Los Angeles } On January 26, 2017 before me, Magdalena Vance, Notary Public (Here insert name and title of the officer) personally appeared Steven Raymond Seely who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)aare subscribed to the within instrument and acknowledged to me that LIC/.he/they executed the same in4,0 er/their authorized capacity(ies), and that by er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS myhand a official seal. �'' MAGDALENA VANCE • x ` Commission No 2121835 z • '�' NOTARY PUBLIC-CALIFORNIA .OS ANGELES COUNTY �``s� '"'� A 2019 f I M Y Comm Expires pgyres UGUST 1 Not--k/B1 blic Signature (Notary Public Seal) ADDITIONAL OPTIONAL INFORMATION ThisINSTRUCTIONS FOR COMPLETING THIS FORM form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long Lease Agreement asthewording does not require the California notary to violate California notary (Title or description of attached document) • State and County information must be the State and County where the document City of Rancho Palos Verdes signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 17 Document Date 2/01/17 commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/she/ is/aFe)or circling the correct forms.Failure to correctly indicate this El Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attorney-in-Fact ❖ Additional information is not required but could help to ensure this p Trustee(s) acknowledgment is not misused or attached to a different document. Other Operational Manager ❖ Indicate title or type of attached document,number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 201sv"ersiont ,:300-873--9865 • Securely attach this document to the signed document with a staple. Stay Green Inc,. The Natural Glloiee For.Professian,zlLandscape Services LANDSCAPE MAINTENANCE CONTRACT ADDENDUM City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 Addendum to existing monthly maintenance contract to lease 26,755 square feet of land,Due to the additional requirement to lease space at City Hall throughout the performance period of the agreement,which was not included in the original bid, Stay Green Inc. is proposing an increase to the base bid of$102,903.84 annually, for a total increase of$308,711.52 over the 3 year base. Increase Monthly Maintenance Fee: $ 8,575.32 Current Monthly Maintenance Fee: $ 78,922.16 New Monthly Maintenance Fee: $ 87,497.48 Service in accordance with this Agreement shall commence on 02/01/17 at the aforedescribed fee. OWNER\MANAGER STAY GREEN INC 26415 Summit Circle Santa Clarita,CA 91350 City of Rancho Palos Verdes Phone Number(800)858-5508 30940 Hawthorne Blvd Fax Number(877)317-8437 Rancho Palos Verdes,CA 90275 Landscape Contractors License#346620 Sean Larvenz Pest Control Operators License#32488 310-544-5221 Pest Control Advisors License#04181 Certified Arborist License#WC-4375 SIGNATURE: SIGNATURE: '`"' DATE: 2 - /-/ DATE: 12/19/2017 Stay Green Inc. 26415 Summit Circle,Santa Clarita,CA 91350 •(800)858-5508 • (661)291-2800 • Fax:(661)705-2089 A-ww.staygreen.com •C-27,C-61 Licen2 wse 4346620 L