to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of La Cañada Flintridge
One Civic Center Dr.
La Cañada Flintridge, California 91011
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □
12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
13. This is an □ occurrence or □ claims made policy (check one).
14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 2026
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
ADDITIONAL INSURED ENDORSEMENT
EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:
1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.
2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.
3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.
4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.
5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.
6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.
7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.
8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.
9. This endorsement and all notices given hereunder shall be sent to Public Agency at:
City Manager
City of La Cañada Flintridge
One Civic Center Dr.
La Cañada Flintridge, California 91011
10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.
TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF
THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□
11. Applicable underlying coverages:
INSURANCE COMPANY POLICY NO. AMOUNT
12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:
13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).
14. This is an □ occurrence or □ claims made policy (check one).
15. This endorsement is effective on at 12:01 a.m. and forms a part of ________________.
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.
Executed , 2026
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
GEORGIAN AVE
GEORGIAN AVENUE
FOOTHILL BLVD
HOSE BIB
EDGE OF PAVEMENT
GUARD POST
PALM TREE
TREE
WALL LINE
GAS VALVE
TR SCE CATV CONC. ACTRAFFIC EDISON PULL BOX CABLE TV CONCRETE
CENTERLINE PROPERTY LINE RIGHT OF WAY FENCE LINE ASPHALT
TRAFFIC SIGNAL PEDESTAL
TRAFFIC LOOP (CIRCLE)
UTILITY POLE WITH STREET LIGHT
TELEPHONE PULLBOX CABLE TV PULLBOX
TELEPHONE MANHOLE
TRAFFIC SIGNAL POST
UNKNOWN PEDESTAL
UTILITY POLE GUY ANCHOR
SURVEY CONTROL POINT SURVEY CONTROL TIE
SURVEY CONTROL MONUMENT
LANDSCAPE FIRE HYDRANT
SIGN WATER VALVE
ELECTRIC PULLBOX
ELECTRIC MANHOLE
STORM DRAIN MANHOLE
STREET LIGHT
TRAFFIC SIGNAL PULLBOX
SEWER MANHOLE
WATER METER
IRRIGATION CONTROL VALVE UNKNOWN PULLBOX
CATCH BASIN MANHOLE
LEGEND
LANDSCAPE ROCK CONCRETE
TRAFFIC SIGNAL
MAILBOX
GEORGIAN AVE
GEORGIAN AVENUE
FOOTHILL BLVD
GENERAL NOTES
CITY OF LA CAÑADA FLINTRIDGE
2026 CITYWIDE STREET RESURFACING PROGRAM
CONTRACT 25/26-1
LOCATION MAP
N.T.S
BENCHMARK - GEORGIAN ROAD
VICINITY MAP
N.T.S
APPROVED:
PREPARED BY:
DATE
DRAWN BY:
CHECKED BY:
DESIGNED BY:
REVISIONS
AS BUILT
SCALE: BUDGET ACCOUNT NO.:
LIMITS: DWG.
NO.
SHEET
MAGED EL-RABAA, P.E. DATE Exp. 12/31/2026
No. 45655
M A G E D E L - R A B A
R E G I S T
E R E D P R O F E S S I O NA L
E NG I NE E R
C I V I L S T A T E O F C A L I F O R N I A
2026 CITYWIDE STREET RESURFACING PROGRAM
CITY OF LA CAÑADA FLINTRIDGE
PUBLIC WORKS DEPARTMENT
CITY OF LA CAÑADA
FLINTRIDGE
CITY OF PASADENA
CITY OF GLENDALE
SIGNING AND STRIPING NOTES
DEMOLITION NOTES
” ”
CONSTRUCTION NOTES
LEGEND AGENCY CONTACTS
CUT SECTION OF GRIND AND OVERLAY AT
PAVEMENT LIMITS
N.T.S
PREPARED BY:
DATE
DRAWN BY:
CHECKED BY:
DESIGNED BY:
REVISIONS
AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.:
LIMITS: DWG. NO.
SHEET
2026 CITYWIDE STREET RESURFACING PROGRAM
CITY OF LA CAÑADA FLINTRIDGE
PUBLIC WORKS DEPARTMENT
GEORGIAN ROAD LOOP INSTALLATION DETAIL
N.T.S
STARLIGTHT CREST DR LOOP INSTALLATION DETAIL
N.T.S
ABBREVIATIONS
CONSTRUCTION NOTES
SIGNING AND STRIPING NOTES
GEORGIAN AVE
FOOTHILL BLVD
GEORGIAN AVENUE
CONSTRUCTION NOTES
” ”
DEMOLITION NOTES
PREPARED BY:
DATE
DRAWN BY:
CHECKED BY:
DESIGNED BY:
REVISIONS
AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.:
LIMITS: DWG. NO.
SHEET
2026 CITYWIDE STREET RESURFACING PROGRAM
CITY OF LA CAÑADA FLINTRIDGE
PUBLIC WORKS DEPARTMENT
MUTCD BUMP STRIPING DETAIL
N.T.S
CURB RAMP DETAIL
1"=10'
GEORGIAN AVE DRIVEWAY DETAIL
1"=10'
SPEED HUMP DETAIL
N.T.S
AC FL DETAIL
N.T.S
NOTE:
STARLIGHT CREST DRIVE
TYPICAL SECTION A-A
STA 10+18.22 TO STA 27+83.56
REDWILLOW LANE
TYPICAL SECTION B-B
CUL-DE-SAC TO STA 70+82.37
NOREN STREET
TYPICAL SECTION C-C
STA 100+08.93 TO STA 103+91.39
MELLOW LANE
TYPICAL SECTION D-D
CUL-DE-SAC TO STA 159+24.46
KNIGHT WAY
TYPICAL SECTION E-E
STA 159+44.78 TO STA 175+78.63
OLIVETA PLACE
TYPICAL SECTION F-F
STA 10+16.04 TO CUL-DE-SAC
PREPARED BY:
DATE
DRAWN BY:
CHECKED BY:
DESIGNED BY:
REVISIONS
AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.:
LIMITS: DWG. NO.
SHEET
2026 CITYWIDE STREET RESURFACING PROGRAM
CITY OF LA CAÑADA FLINTRIDGE
PUBLIC WORKS DEPARTMENT
LEGEND
CONSTRUCTION NOTES
DEMOLITION NOTES
CANON DE PARAISO LANE
TYPICAL SECTION G-G
CUL-DE-SAC TO STA 182+77.92
DEL MONTE ROAD
TYPICAL SECTION H-H
STA 51+04.28 TO STA 64+60.27
CARMEL ROAD
TYPICAL SECTION J-J
STA 60+09.35 TO STA 72+88.47
ALMINAR AVENUE
TYPICAL SECTION K-K
STA 70+01.98 TO STA 90+44.98
REVLON DRIVE
TYPICAL SECTION L-L
STA 90+12.30 TO STA 103+77.42
RUPERT LANE
TYPICAL SECTION M-M
STA 50+12.32 TO CUL-DE-SAC
PREPARED BY:
DATE
DRAWN BY:
CHECKED BY:
DESIGNED BY:
REVISIONS
AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.:
LIMITS: DWG. NO.
SHEET
2026 CITYWIDE STREET RESURFACING PROGRAM
CITY OF LA CAÑADA FLINTRIDGE
PUBLIC WORKS DEPARTMENT
LEGEND
CONSTRUCTION NOTES
DEMOLITION NOTES
HOUSEMAN STREET
TYPICAL SECTION N-N
STA 138+29.15 TO STA 151+24.21
GEORGIAN ROAD
TYPICAL SECTION P-P
STA 155+28.98 TO STA 176+80.90
PREPARED BY:
DATE
DRAWN BY:
CHECKED BY:
DESIGNED BY:
REVISIONS
AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.:
LIMITS: DWG. NO.
SHEET
2026 CITYWIDE STREET RESURFACING PROGRAM
CITY OF LA CAÑADA FLINTRIDGE
PUBLIC WORKS DEPARTMENT
LEGEND
CONSTRUCTION NOTES
DEMOLITION NOTES
STARLIGHT CREST DRIVE A STARLIGHT CREST DRIVE STARLIGHT CREST DRIVE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT LOS ANGELES CREST HIGHWAY GODBEY DRIVE LEGEND
STARLIGHT CREST DRIVE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT CITY OF LA CAÑADA FLINTRIDGE CITY OF PASADENA BURNING TREE DRIVE LEGEND
REDWILLOW LANE REDWILLOW LANE B CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT NOREN STREET SEE SHEET 11 NOREN STREET LEGEND
REDWILLOW LANE REDWILLOW LANE CONSTRUCTION NOTES ” ” DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT KNIGHT WAY SEE SHEET 13 MELLOW LANE SEE SHEET 12 MELLOW LANE SEE SHEET 12 LEGEND
NOREN STREET C CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REDWILLOW LANE SEE SHEET 9 CROWN AVENUE CROWN AVENUE REDWILLOW LANE SEE SHEET 9 LEGEND
D MELLOW LANE D NOREN STREET MELLOW LANE MELLOW LANE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REDWILLOW LANE SEE SHEET 10 CROWN AVENUE REDWILLOW LANE SEE SHEET 10 CROWN AVENUE LEGEND
KNIGHT WAY KNIGHT WAY KNIGHT WAY E KNIGHT WAY KNIGHT WAY KNIGHT WAY CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT OLIVETA PLACE SEE SHEET 15 PAULETTE PLACE REDWILLOW LANE SEE SHEET 10 LEGEND
KNIGHT WAY CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT CROWN AVENUE CROWN AVENUE LEGEND
OLIVETA PLACE F OLIVETA PLACE OLIVETA PLACE F CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT KNIGHT WAY SEE SHEET 13 LEGEND
CANON DE PARAISO LANE CANON DE PARAISO LANE CANON DE PARAISO LANE G CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT SANTA INEZ WAY CROWN AVENUE LEGEND
DEL MONTE ROAD H DEL MONTE ROAD CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT SANTA INEZ WAY SAN JUAN WAY SANTA INEZ WAY SAN JUAN WAY LEGEND NOTE:
CARMEL ROADJ CARMEL ROAD CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT SAN JUAN WAY SANTA INEZ WAY SAN JUAN WAY SANTA INEZ WAY LEGEND NOTE:
K ALMINAR AVENUE ALMINAR AVENUE ALMINAR AVENUE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REVLON DRIVE SEE SHEET 21 REVLON DRIVE SEE SHEET 21 LEGEND
ALMINAR AVENUE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT DALERIDGE ROAD BAPTISTE WAY BAPTISTE WAY LEGEND
REVLON DRIVEL REVLON DRIVE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT ALMINAR AVENUE SEE SHEET 19 RUPERT LANE SEE SHEET 22 ALMINAR AVENUE SEE SHEET 19 LEGEND
M RUPERT LANE CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REVLON DRIVE REVLON DRIVE LEGEND
HOUSEMAN STREET HOUSEMAN STREET HOUSEMAN STREET N HOUSEMAN STREET CONSTRUCTION NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT INDIANOLA WAY INDIANOLA WAY GOULD AVENUE GOULD AVENUE VINETA AVENUE VINETA AVENUE HAMPTON ROAD HAMPTON ROAD LEGEND
DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT PREPARED BY: DATE WOODLEIGH LANE WOODLEIGH LANE LEGEND NOTE: ’ GEORGIAN ROAD P ” ” CONSTRUCTION NOTES
DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT PREPARED BY: DATE GOULD AVENUE CHULA SENDA LANE LEGEND NOTE: ’ GEORGIAN ROAD GEORGIAN ROAD CONSTRUCTION NOTES ” ” DEMOLITION NOTES
DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT PREPARED BY: DATE RICHMOND ROAD FOOTHILL BOULEVARD LEGEND NOTE: ’ GEORGIAN ROAD CONSTRUCTION NOTES ” ” DEMOLITION NOTES
STARLIGHT CREST DRIVE STARLIGHT CREST DRIVE STARLIGHT CREST DRIVE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT LOS ANGELES CREST HIGHWAY GODBEY DRIVE GENERAL STRIPING NOTES
STARLIGHT CREST DRIVE SIGNING AND STRIPING NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT CITY OF LA CAÑADA FLINTRIDGE CITY OF PASADENA BURNING TREE DRIVE
REDWILLOW LANE REDWILLOW LANE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT NOREN STREET NOREN STREET
REDWILLOW LANE REDWILLOW LANE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT KNIGHT WAY SEE SHEET 33 MELLOW LANE SEE SHEET 32 MELLOW LANE SEE SHEET 32
NOREN STREET NOREN STREET SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REDWILLOW LANE CROWN AVENUE SEE SHEET 29
MELLOW LANE MELLOW LANE MELLOW LANE MELLOW LANE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT CROWN AVENUE REDWILLOW LANE SEE SHEET 30 REDWILLOW LANE SEE SHEET 30
KNIGHT WAY KNIGHT WAY KNIGHT WAY KNIGHT WAY KNIGHT WAY KNIGHT WAY KNIGHT WAY OLIVETA PLACE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT PAULETTE PLACE REDWILLOW LANE SEE SHEET 30 OLIVETA PLACE SEE SHEET 35
KNIGHT WAY SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT CROWN AVENUE
OLIVETA PLACE OLIVETA PLACE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT KNIGHT WAY KNIGHT WAY
CANON DE PARAISO LANE CANON DE PARAISO LANE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT SANTA INEZ WAY
DEL MONTE ROADDEL MONTE ROAD SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT SANTA INEZ WAY SAN JUAN WAY
CARMEL ROAD CARMEL ROAD SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT SAN JUAN WAY SANTA INEZ WAY
ALMINAR AVENUE ALMINAR AVENUEREVLON DRIVE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REVLON DRIVE SEE SHEET 42 REVLON DRIVE SEE SHEET 42
ALMINAR AVENUE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT DALERIDGE ROAD BAPTISTE WAY
RUPERT LANE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT REVLON DRIVE REVLON DRIVE
RUPERT LANE REVLON DRIVE REVLON DRIVE RUPERT LANE SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT ALMINAR AVENUE SEE SHEET 39 ALMINAR AVENUE SEE SHEET 39
HOUSEMAN STREET HOUSEMAN STREET HOUSEMAN STREET HOUSEMAN STREET HOUSEMAN STREETSIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT INDIANOLA WAY GOULD AVENUE VINETA AVENUE HAMPTON ROAD
GEORGIAN ROAD GEORGIAN ROAD SIGNING AND STRIPING NOTES DEMOLITION NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT WOODLEIGH LANE GOULD LANE CHULA SENDA LANE
SIGNING AND STRIPING NOTES PREPARED BY: DATE DRAWN BY: CHECKED BY: DESIGNED BY: REVISIONS AS BUILT SCALE: 1" = 40' BUDGET ACCOUNT NO.: LIMITS: DWG. NO. SHEET 2026 CITYWIDE STREET RESURFACING PROGRAM CITY OF LA CAÑADA FLINTRIDGE PUBLIC WORKS DEPARTMENT RICHMOND ROAD GEORGIAN ROAD FOOTHILL BOULEVARD
City Council Agenda Report
Meeting Date: June 16, 2026
Subject: Approval of a Maintenance Agreement with Coastal Building Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $497,716, to Provide City Janitorial/Custodial Services
Presenter: Maged El-Rabaa, P.E., Director of Public Works Proposed Action: Motion to: (i) Approve a Maintenance Agreement with Coastal Building Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $497,716, to Provide Citywide Janitorial/Custodial Services; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney
Environmental Impact: This action does not result in a potential project; and therefore, it is not subject to California Environmental Quality Act (CEQA) requirements Fiscal Impact: $157,880 is included in the FY 2026-27 Proposed Budget under Accounts 01-45-7105, 01-50-6037, and 01-55-6037. Appropriate funding will be included in subsequent fiscal years
Discussion/Analysis:
The City provides janitorial and custodial services at City Hall, Lanterman Auditorium, City Park restrooms, park fields, and other facilities to maintain a clean and safe environment for residents, employees, and visitors, includes on-call services for items such as deep cleaning, window washing, carpet cleaning, event porter services, power washing, and handyman services.
A Request for Proposals (RFP) was posted on Planet Bids, on May 13, 2026, for City Janitorial/Custodial Services. Thirty (30) bidders registered with Planet Bids downloaded the proposals, nine (9) of whom uploaded their proposals by the due date of May 28, 2026. Following are the bid results:
Bidders Annual Base Bid
1. Premier Property Preservation, LLC $108,1551
2. Coastal Building Services, Inc. $109,800
3. Daniel R Maintenance LLC $119,768
4. Merchant Building Maintenance, LLC
$124,586
5. JJ Property Maintenance Network, Inc.
$155,392
6. Ecobrite Services LLC
$156,040
7. CB Facilities Services, a Clean Bro LLC Company
$179,496
8. Edwards Trust LLC
$185,400
9. USMetroGroup
Non-Responsive
Premier Property Preservation, LLC submitted the lowest base bid. However, staff's evaluation considered not only the base service costs but also the pricing for additional and on-call services that may be required throughout the term of the agreement. Premier's rates for these additional services were significantly higher than those proposed by CBS, resulting in a higher overall cost when considering anticipated service needs beyond the base scope of work.
Coastal Building Services, Inc. (CBS) is a California corporation formed in 1998 and currently employs approximately 200 personnel. The firm has an established track record providing municipal janitorial services, including contracts with the City of Cerritos, the City of Santa Monica (Big Blue Bus), and the West Valley Water District, among others. CBS does not utilize subcontractors for the services proposed and provides all labor, equipment, supplies, and supervision in-house.
CBS proposed a total monthly rate of $9,150 ($109,800 annually), covering all service categories identified in the RFP. The firm submitted all required exhibits and documentation, including proof of insurance meeting the City's requirements, a non-collusion affidavit, and a statement of compliance.
Based on the proposal review, qualifications, demonstrated municipal experience, and competitive pricing, staff determined that Coastal Building Services, Inc. provides the best value to the City and recommends award of the contract.
The agreement provides for a base term of 3 years and can be extended for two additional 1-year terms. The cost of the services increases annually in accordance with the Los Angeles-Long BeachAnaheim CPI but, in no event, greater than 5 percent. Fiscal Year 2026-27 base services are $109,800 and an additional $48,080 for as needed services for a total of $157,880.
Options:
1. Motion to: (i) Approve a Maintenance Agreement with Coastal Building Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $497,716, to Provide Citywide Janitorial/Custodial Services; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney; or
2. Provide further directions to staff.
Recommendation:
Option No. 1 – It is recommended that the City Council take the following action(s): (i) Approve a Maintenance Agreement with Coastal Building Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $497,716, to Provide Citywide Janitorial/Custodial Services; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney.
Attachments:
1. Janitorial Maintenance Service Agreement - Coastal Building Services, Inc,.
01172.0006/697951.3
MAINTENANCE SERVICES AGREEMENT
By and Between
CITY OF LA CAÑADA FLINTRIDGE
and
COASTAL BUILDING SERVICES, INC.
Maintenance
01172.0006/697951.3 1
AGREEMENT FOR MAINTENANCE SERVICES
BETWEEN THE CITY OF CITY OF LA CAÑADA FLINTRIDGE AND
COASTAL BUILDING SERVICES, INC.
THIS AGREEMENT FOR MAINTENANCE SERVICES (herein “Agreement”) is made and entered into this 16th day of June, 2026 by and between the City of La Cañada Flintridge, a California municipal corporation (“City”) and Coastal Building Services, Inc. (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the City of La Cañada Flintridge Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor 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 CONTRACTOR
1.1 Contractor’s Proposal.
The Contractor’s Proposal dated May 28, 2026, 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.
1.2 Scope of Services and Schedule of Performance.
In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services and Schedule of Performance” 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 services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services
01172.0006/697951.3 2
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.
1.3 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 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Contractor shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.
1.5 Licenses, Permits, Fees and Assessments.
Contractor 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. 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.
By executing this Agreement, Contractor warrants that Contractor (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, 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. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.
01172.0006/697951.3 3
1.7 Care of Work.
The Contractor 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, except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.9 Additional Services Beyond Scope of Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to request extra work beyond that specified in Exhibit “A”, Scope of Services and Schedule of Performance, 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 Contractor, 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 Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $30,000 per year, 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 additional work shall be charged at the rates provided for in Exhibit “C”. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. 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.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. Compensation shall not exceed $497,716 (Four Hundred
01172.0006/697951.3 4
Ninety Seven Thousand Seven Hundred Sixteen Dollars) for the first 36 months of work.
Beginning Fiscal Year 2027-28, the rates specified in Exhibit “C” shall increase annually in accordance with the Los Angeles-Long Beach-Anaheim CPI, but in no event by no more than 5% annually, unless additional compensation is approved pursuant to Section 1.9.
In the event that the CPI for a particular year is negative, compensation shall remain at the then-current rates. When CPI rises above 0% again, the increase in rates shall be the sum of all applicable negative CPI rates and the new positive CPI. By way of example, if the Year One CPI is -1% and the Year Two CPI is 3%, the rate increase for Year Two will be 2%.
Contractor accepts the risk that the services to be provided pursuant to Exhibit “A”, Scope of Services and Schedule of Performance, may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor, other than CPI increases.
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 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 4.5, 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 the 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”. Contractor shall not invoice City for any duplicate services performed by more than one person.
City shall 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 use its best efforts to cause
01172.0006/697951.3 5
Contractor to be paid within forty-five (45) 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 any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for 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 in accordance with Exhibit “A”, Scope of Services and Schedule of Performance, and within the time period(s) specified therein.
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 Contractorshall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officershall 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 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 Term.
The base term of this Agreement is three (3) years. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through June 30, 2029. The City and Contractor may, by mutual agreement, extend the Term for two additional one-year terms.
01172.0006/697951.3 6
01172.0006/697951.3 7
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:
Hipolito Arias President
(Name) (Title)
Brett Dunstan VP/CFO
(Name) (Title)
The foregoing 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. Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and 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 Maged El-Rabaa, Director of Public Works, or his designee.
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.
01172.0006/697951.3 8
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 venture or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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; subcontractors included in Contractor’s proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
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 $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
01172.0006/697951.3 9
property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(d) 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. (e) 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 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 noncontributory 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
01172.0006/697951.3 10
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 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.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that 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 subcontractors, 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
01172.0006/697951.3 11
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 Contractors, 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 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
01172.0006/697951.3 12
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.
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 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.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of 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 made and disclosure is required by law including but not limited to the California Public Records Act.
01172.0006/697951.3 13
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 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, 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) All 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 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.
01172.0006/697951.3 14
(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 attorney’s 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, 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 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 Default.
(a) In the event that Contractor is in default under the terms of this Agreement, as articulated below, 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 Events, including all details necessary such as location, dates, times, photographic evidence, and any relevant documentation regarding the specific Default Event. The notice shall include the timeframe in which Contractor may cure the default. During the period of time that Contractor 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 Contractor does not cure the default to City’s satisfaction within 30 days of the date of the notice, 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 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) Default Events shall include, but not be limited to:
i. Work not completed per the approved work schedule;
01172.0006/697951.3 15
ii. Work not completed per the Technical Specifications in the RFP issued to procure these services;
iii. No work done for 3 consecutive days; and
iv. Unsatisfactory workmanship, as determined by the City’s Contract Officer. (c) The following shall not constitute Default Events:
i. Delay or inability to perform certain tasks due to inclement weather, provided that the tasks are performed as soon thereafter as is practicable. ii. Delay of work due to national or state holidays, provided Contractor is back to the approved schedule within one week of the holiday causing the delay. iii. Any other reason that excuses the performance or a delayed performance of a task as may be provided in Exhibit “A”, Scope of Services and Schedule of Performance. (d) Five notices of a Default Event occurring within a 12-month period, or any one notice of default and a failure to cure shall be deemed a material breach of this Agreement.
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.
01172.0006/697951.3 16
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, Contractor 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 Liquidated Damages and Fines.
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 liquidated damages as provided in Exhibit “B”. City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.
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 sixty (60) 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. 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. 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 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 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
01172.0006/697951.3 17
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.
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.
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 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, 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
01172.0006/697951.3 18
this Agreement. Contractor shall take affirmative action to ensure 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 seq., 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
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 La Cañada Flintridge, One Civic Center Drive., La Cañada Flintridge, California 91011 and in the case of the Contractor, 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 Contractor and by the
01172.0006/697951.3 19
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 “non interests” 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, 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) 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]
01172.0006/697951.3 20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF LA CAÑADA FLINTRIDGE, a
municipal corporation
Daniel Jordan, City Manager
ATTEST:
Tania Moreno, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Adrian Guerra, City Attorney
CONTRACTOR:
Coastal Building Services, Inc.
___________________________________
By:
Name:
Title:
By:
Name:
Title:
Address:
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
01172.0006/697951.3 21
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
Maintenance
D-1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
____________________________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER______________________________
____________________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
____________________________________________
____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01172.0006/697951.3 2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
____________________________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER______________________________
____________________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
____________________________________________
____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01172.0006/697951.3 3
EXHIBIT “A”
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
The Contractor shall provide all labor, materials, equipment, tools, transportation, and supervision necessary to provide janitorial/custodial services at the following locations, unless otherwise specified:
A. City Park Restrooms
Tasks included, but not limited to:
• Lock/Unlock Restrooms – Daily, 7x Per Week
• Clean and Sanitize – Daily, 7x Per Week
• Restock City Provided Bathroom Supplies (Toilet Paper, Seat Covers, and Soap) – Daily, 7x Per Week
• Servicing Trash Receptacles– Daily, 7x Per Week
Locations:
• Memorial Park
• Mayors’ Discovery Park
• Glenhaven Park
B. City Parks/Fields Trash Disposal
Tasks included, but not limited to:
• Trash Clean Up – 1x per weekend
• Servicing Trash Receptacles – 1x per weekend
Locations:
• Memorial Park
• Mayors’ Discovery Park
• Glenhaven Park
• Glenola Park
• Cornishon Athletic Field
• FIS Lower & Upper Fields
• La Cañada High School Fields
C. Park Concession/Storage Facility
Task included, but not limited to:
• Clean and Sanitize Concession Stand – 1x Per Month or On Call • Trash Clean Up– 1x Per Month or On Call
• Servicing Trash Receptacle – 1x Per Month or On Call
01172.0006/697951.3 4
Locations:
• Mayors’ Discovery Park
D. Trash Enclosures – Power Washing
Tasks included, but not limited to:
• Power Washing – 1x Per Month
• Remove Debris – 1x Per Month
Locations:
• Memorial Park
• Park and Ride Lot
E. Lanterman Auditorium – Janitorial Services – 2x Per Week and Additional Services As Needed
Areas include: outdoor walkways, lobby, auditorium walkways, side stage, backstage room, dressing rooms (2), restrooms (4), and large multipurpose room.
Tasks included, but are not limited to:
• Emptying trash and replacing liners
• Cleaning and disinfecting surfaces, fixtures, and restrooms • Dusting, vacuuming, and mopping floors
• Cleaning mirrors, windowsills, vents, and switches
• Maintaining cleanliness of dressing rooms and common areas • Restocking restroom supplies (provided by City)
• Reporting maintenance issues
F. City Hall – Office Cleaning – 3x Per Week and Additional Services As Needed Includes upstairs offices, staircases, conference rooms, kitchen, and restrooms.
Tasks included, but are not limited to:
• Sanitize and clean all restrooms
• Sanitize door handles
• Sanitize and dust surfaces
• Trash removal and liner replacement
• Dusting, vacuuming, and mopping
• Disinfecting surfaces and touchpoints
• Cleaning kitchen and break areas
• Restroom sanitation and restocking
• Spot cleaning glass and surfaces
• Clean kitchen appliances
G. Pickleball Courts
Tasks included:
01172.0006/697951.3 5
• Lock – Daily (Evening)
• Unlock – 2x Per Week (Only on Weekends) and As Needed Location: 4490 Cornishon Ave, City of La Canada Flintridge, CA 91011
1. ON-CALL SERVICES
The Consultant shall provide the following services on an as-needed basis upon written authorization from the City:
• Lanterman Auditorium basic, deep, and carpet cleaning • Glenhaven Park tennis court security (opening/closing) • City Hall window washing (interior and exterior)
• Power washing (various facilities)
• Parking lot sweeping
• Roof drainage cleaning
• Refrigerator cleaning
• Deep cleaning of offices and cubicles
• Event porter services
• Handyman services
Each on-call task shall require a written Task Proposal including:
• Scope of work and subtasks
• Cost breakdown (Task Budget)
• Basis for cost determination
• Project schedule and completion date
Work shall not begin until a written Notice to Proceed is issued by the City.
4. SCHEDULE OF PERFORMANCE
The Consultant shall perform services at the following minimum frequencies:
• City Hall Maintenance Cleaning: 3 days per week
• City Park Restrooms: 7 days per week
• Parks/Fields Trash Disposal: 1 day per week (Saturdays, 8 hours; April–September only) • Concession/Storage Facility: 1 day per month
• Trash Enclosures Power Washing: 1 day per month
• Lanterman Auditorium:
o General cleaning: 2 days per week
o Select tasks: weekly or monthly as specified
• City Hall Office Cleaning: 3 days per week
• Pickleball Courts:
01172.0006/697951.3 6
o Locking: 7 days per week
o Unlocking: 2 days per week
01172.0006/697951.3 7
EXHIBIT “B”
SPECIAL REQUIREMENTS
7.7.1 Liquidated Damages and Fines
Contractor is subject to the following liquidated damages:
The sum of $500 (Five Hundred Dollars) per occurrence for not adhering to the approved work schedule without notice. Liquidated damages shall not be calculated for delays caused by circumstances not deemed Default Events, in accordance with Section 7.2(c), above.
The sum of $150 (One Hundred Fifty Dollars) per occurrence for failing to follow reporting requirements.
The sum of $1,000 (One Thousand Dollars) per occurrence in the event Contractor uses water from a water utility without permission and/or without applicable payment to the utility.
01172.0006/697951.3 8
EXHIBIT “C”
SCHEDULE OF COMPENSATION
01172.0006/697951.3 9
01172.0006/697951.3 10
01172.0006/697951.3 11
01172.0006/697951.3 12
City Council Agenda Report
Meeting Date: June 16, 2026
Subject: Approval of a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $992,900, to Provide Landscape Maintenance Services for the City’s Joint Use Facilities Presenter: Maged El-Rabaa, P.E., Director of Public Works Proposed Action: Motion (i) Approve a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $992,900, to Provide Landscape Maintenance Services for the City’s Joint Use Facilities; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney
Environmental Impact: This action does not result in a potential project; and therefore, it is not subject to California Environmental Quality Act (CEQA) requirements Fiscal Impact: $314,956 will be included in the Proposed FY 2026-27 Budget under Account 01-32-7107. Appropriate funds will be allocated in future years
Discussion/Analysis:
The Landscape Maintenance Services Program includes maintenance of the City's Joint Use Facilities, including: Foothill Intermediate Fields and Tennis Courts, La Canada Elementary, La Cañada Flintridge Pickleball Courts, La Cañada High School Varsity Fields and Tennis Courts, La Cañada High School Junior Varsity Fields, LDS Field, Oak Grove Field, Palm Crest Elementary, and Paradise Canyon.
A Request for Proposals (RFP) was posted on Planet Bids, on April 21, 2026, to provide Landscape Maintenance Services for City’s Joint Use Facilities. Seventeen (17) bidders registered with Planet Bids downloaded the proposals, five (5) of whom uploaded their proposals by the due date of May 19, 2026. Following are the bid results:
Bidders Annual Base Bid
1. Green Coast Landscape Services, Inc. $170,005
2. BrightView Landscape Services, Inc. $271,440
3. Oakridge Landscape, Inc. $307,372
4. Mariposa Landscape, Inc. $357,819
5. GreenField Landscaping and Maintenance, Inc. $494,787
The proposals were evaluated by a Public Works Evaluation Panel based on the criteria outlined in the RFP, including the firm’s written proposals, references, and oral interview. Although Green Coast Landscape Services, Inc., submitted the lowest-cost proposal, the firm was not recommended for award. The evaluation panel determined that Green Coast demonstrated limited sports field experience performing work of similar scope and complexity, provided no client references for verification, and submitted pricing that appeared insufficient to adequately cover the anticipated costs of labor, materials, and equipment necessary to perform the services in accordance with the City’s requirements. As a result, the panel had concerns regarding the firm’s ability to successfully and sustainably perform the work to meet the City needs.
BrightView Landscape Services, Inc. demonstrated a strong understanding of the Scope of Work, service expectations, and the City’s landscape maintenance needs. Additionally, references from municipal and institutional clients provided highly favorable feedback regarding the company’s performance, responsiveness, and quality of service. BrightView Landscape Services, Inc. has been providing landscape maintenance services since 1939 and operates approximately 270 branch locations nationwide. The company’s experience serving public-sector agencies and its longstanding industry presence demonstrates its capacity to deliver comprehensive and reliable landscape maintenance services that meet the City’s expectations.
The agreement provides for a term of 3 years and can be extended for two additional 1-year terms.
The cost of the services increases yearly in accordance with the Los Angeles-Long Beach-Anaheim CPI but, in no event, greater than 5 percent. Annual Joint-Use base services are $271,440 and an additional $43,516 for as needed services for a total of $314,956.
Options:
1. Approve a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the of $992,900, to Provide Landscape Maintenance Services for the City’s Joint Use Facilities; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney; or
2. Provide further directions to staff.
Recommendation:
Option No. 1 - It is recommended that the City Council take the following action(s): (i) Approve a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $992,900, to Provide Landscape Maintenance Services for the City’s Joint Use Facilities; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney.
Attachments:
1. Joint Use Maintenance Service Agreement - BrightView Landscape Services, Inc.
01172.0006/697951.3
MAINTENANCE SERVICES AGREEMENT
By and Between
CITY OF LA CAÑADA FLINTRIDGE
and
BRIGHTVIEW LANDSCAPE SERVICES, INC.
Maintenance
01172.0006/697951.3 1
AGREEMENT FOR MAINTENANCE SERVICES
BETWEEN THE CITY OF CITY OF LA CAÑADA FLINTRIDGE AND
BRIGHTVIEW LANDSCAPE SERVICES, INC.
THIS AGREEMENT FOR MAINTENANCE SERVICES (herein “Agreement”) is made and entered into this 1
st day of July, 2026 by and between the City of La Cañada Flintridge, a California municipal corporation (“City”) and BrightView Landscape Services, Inc. (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the City of La Cañada Flintridge Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor 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 CONTRACTOR
1.1 Contractor’s Proposal.
The Contractor’s Proposal dated May 19, 2026, 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.
1.2 Scope of Services and Schedule of Performance.
In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services and Schedule of Performance” 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 services required under this Agreement in a thorough,
01172.0006/697951.3 2
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.
1.3 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 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Contractor shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.
1.5 Licenses, Permits, Fees and Assessments.
Contractor 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. 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.
By executing this Agreement, Contractor warrants that Contractor (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, 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. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.
01172.0006/697951.3 3
1.7 Care of Work.
The Contractor 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, except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.9 Additional Services Beyond Scope of Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to request extra work beyond that specified in Exhibit “A”, Scope of Services and Schedule of Performance, 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 Contractor, 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 Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $30,000 per year, 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 additional work shall be charged at the rates provided for in Exhibit “C”. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. 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.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. Compensation shall not exceed $992,900 (Nine Hundred
01172.0006/697951.3 4
Ninety Two Thousand and Nine Hundred Dollars) for the first 36 months of work. Beginning Fiscal Year 2027-28, the rates specified in Exhibit “C” shall increase annually in accordance with the Los Angeles-Long Beach-Anaheim CPI, but in no event by no more than 5% annually, unless additional compensation is approved pursuant to Section 1.9.
In the event that the CPI for a particular year is negative, compensation shall remain at the then-current rates. When CPI rises above 0% again, the increase in rates shall be the sum of all applicable negative CPI rates and the new positive CPI. By way of example, if the Year One CPI is -1% and the Year Two CPI is 3%, the rate increase for Year Two will be 2%.
Contractor accepts the risk that the services to be provided pursuant to Exhibit “A”, Scope of Services and Schedule of Performance, may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor, other than CPI increases.
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 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 4.5, 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 the 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”. Contractor shall not invoice City for any duplicate services performed by more than one person.
City shall 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 use its best efforts to cause
01172.0006/697951.3 5
Contractor to be paid within forty-five (45) 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 any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for 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 in accordance with Exhibit “A”, Scope of Services and Schedule of Performance, and within the time period(s) specified therein.
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 Contractorshall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officershall 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 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 Term.
The base term of this Agreement is three (3) years. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through June 30, 2029. The City and Contractor may, by mutual agreement, extend the Term for two additional one-year terms.
01172.0006/697951.3 6
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:
Michael Dozier President
(Name) Title)
Jonathan Gottsegen Secretary
(Name) (Title)
The foregoing 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. Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and 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 Maged El-Rabaa, Director of Public Works, or his designee.
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.
01172.0006/697951.3 7
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 venture or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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; subcontractors included in Contractor’s proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
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 $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
01172.0006/697951.3 8
property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(d) 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. (e) 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 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 noncontributory 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
01172.0006/697951.3 9
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 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.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that 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 subcontractors, 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
01172.0006/697951.3 10
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 Contractors, 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 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
01172.0006/697951.3 11
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.
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 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.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of 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 made and disclosure is required by law including but not limited to the California Public Records Act.
01172.0006/697951.3 12
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 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, 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) All 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 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.
01172.0006/697951.3 13
(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 attorney’s 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, 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 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 Default.
(a) In the event that Contractor is in default under the terms of this Agreement, as articulated below, 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 Events, including all details necessary such as location, dates, times, photographic evidence, and any relevant documentation regarding the specific Default Event. The notice shall include the timeframe in which Contractor may cure the default. During the period of time that Contractor 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 Contractor does not cure the default to City’s satisfaction within 30 days of the date of the notice, 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 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) Default Events shall include, but not be limited to:
i. Work not completed per the approved work schedule;
01172.0006/697951.3 14
ii. Work not completed per the Technical Specifications in the RFP issued to procure these services;
iii. No work done for 3 consecutive days; and
iv. Unsatisfactory workmanship, as determined by the City’s Contract Officer. (c) The following shall not constitute Default Events:
i. Delay or inability to perform certain tasks due to inclement weather, provided that the tasks are performed as soon thereafter as is practicable. ii. Delay of work due to national or state holidays, provided Contractor is back to the approved schedule within one week of the holiday causing the delay. iii. Any other reason that excuses the performance or a delayed performance of a task as may be provided in Exhibit “A”, Scope of Services and Schedule of Performance. (d) Five notices of a Default Event occurring within a 12-month period, or any one notice of default and a failure to cure shall be deemed a material breach of this Agreement.
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.
01172.0006/697951.3 15
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, Contractor 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 Liquidated Damages and Fines.
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 liquidated damages as provided in Exhibit “B”. City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.
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 sixty (60) 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. 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. 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 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 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
01172.0006/697951.3 16
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.
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.
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 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, 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
01172.0006/697951.3 17
this Agreement. Contractor shall take affirmative action to ensure 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 seq., 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
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 La Cañada Flintridge, One Civic Center Drive., La Cañada Flintridge, California 91011 and in the case of the Contractor, 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 Contractor and by the
01172.0006/697951.3 18
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 “non interests” 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, 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) 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]
01172.0006/697951.3 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF LA CAÑADA FLINTRIDGE, a
municipal corporation
Daniel Jordan, City Manager
ATTEST:
Tania Moreno, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Adrian Guerra, City Attorney
CONTRACTOR:
___________________________________
By:
Name:
Title:
By:
Name:
Title:
Address:
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.
01172.0006/697951.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
____________________________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER______________________________
____________________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
____________________________________________
____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01172.0006/697951.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
____________________________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER______________________________
____________________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
____________________________________________
____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
D-1
EXHIBIT “A”
SCOPE OF SERVICES AND SCHEDULE OF PERFORMANCE
3.0 SCOPE OF WORK
The City is seeking qualified companies/contractors (Proposers) to provide maintenance services for the term of the contract. The general scope of services consists of landscape maintenance, irrigation management, turf maintenance, labor compliance, public outreach, inspection, and project reporting. The Proposer shall furnish landscape maintenance services by qualified landscape horticulturists, site managers and maintenance crews to provide a three (3) year maintenance program, as specified in Technical Specifications Exhibit “G”.
It shall be the responsibility of the Proposer to provide all equipment, labor, and materials necessary to perform the work described in this RFP in a safe, efficient, and legal manner. This shall include the use of proper knowledge, skills, materials, and equipment to maintain all areas in a clean, safe, healthy, and aesthetically acceptable manner during the entire term of this contract.
It shall be the responsibility of each prospective Proposer to perform all the necessary research and review of pertinent documents for the submission of a responsive proposal to this RFP.
The City shall retain the right to perform any/all work with City crews or other contractors.
3.1 Service Management
The Proposer must meet the minimum qualifications set forth below to be considered eligible to compete for operation of the Landscape Maintenance Program.
The Proposer shall maintain an adequate staff to meet all the requirements of the scope of work.
The Contractor and all subcontractors, suppliers, vendors shall comply with all Local, State, and Federal employment laws and practices.
The Proposer must:
• Employ an operations manager with a minimum of two years recent, continuous and responsible experience managing a landscape maintenance program, who is a full-time employee of the Contractor available to the City, Monday through Friday, 7:00 AM to 5:00 PM, excluding holidays.
• Assign and designate a field manager who is a full-time employee of the Contractor to oversee the day-to-day operations of the landscape maintenance program. The assigned individual shall be available by phone and in person on site during all hours of the operational day. The individual shall be able available to the City on a 24-hour basis in the event of an after-hours emergency. In addition, the assigned individual may perform other duties as requested by the City which directly or indirectly relate to the Joint Use Facilities Maintenance Program. If the assigned individual is not available, Contractor shall provide an alternate Contractor employee. • Employ an irrigation technician with a minimum of two years experience in general irrigation management and repair, as well as two years experience with CalSense irrigation systems and programming.
Proposer shall assign a primary office contact who is responsible for timely submission of work schedules to the City; coordinates responses to City requests for service; and is available to the take calls or answer emails, Monday through Friday, 7:00 AM to 5:00 PM, excluding holidays.
The City may at any time and without cause request the removal of any Contractor employee from the City, and shall make available a replacement within three (3) business days.
3.1.1 Subcontractors
Unless specified or given written authorization by the Director of Public Works or designee (“City Representative”), the Contractor shall be prepared to provide all services without external assignment or subcontracting. The contractor may use subcontractors for all or part of the following components of work:
• Irrigation Maintenance
• Fertilization
• Herbicide Applications
• Pest Control
3.1.2 Licenses
The selected contractor and its employees shall hold and provide copies of valid permits, licenses and certificates and other documents as required by the State, County, City and other governmental or regulatory bodies to legally engage in the services to be provided under this contract.
3.2 Schedule Development and Hours of Operations
The selected contractor shall develop and follow weekly and annual schedules for all work. The weekly schedule should indicate the day of the week each site will receive regular maintenance.
The annual schedule shall list the dates of all activities such as fertilization, aeration, weed control, field preparation, and other periodic maintenance. All maintenance schedules are subject to approval by the City.
Prior to issuing the Notice to Proceed with the Work, City Representative will schedule a meeting with the selected contractor to review the proposed work schedule and start dates and clarify any procedures. Any changes to the schedule or crew members assigned must be communicated and approved in advance by the City. Contractor shall notify the City when a Field Manager is absent.
Normal hours of operation shall be between 7:00 a.m. and 5:00 p.m., Monday through Friday.
Holidays shall be noted on the annual schedule. Any work that is missed due to a holiday shall be made up on the next business day. Regularly scheduled maintenance will not occur on the following Holidays:
• New Year's Day
• Martin L. King’s Birthday
• President's Day
• Memorial Day
• Independence Day
• Labor Day
• Columbus Day
• Veteran's Day
• Thanksgiving
• Day after Thanksgiving
• Christmas Eve
• Christmas Day
• New Year’s Eve
If work cannot be completed as scheduled, such as cancellation due to inclement weather, the selected contractor will submit a written request to the City for an alternative schedule within three (3) business days, subject to the approval of the City Representative.
3.3 Equipment and Facilities
All vehicles and equipment used in conjunction with the work shall be maintained in a neat, clean and orderly manner, shall be kept in good working order and shall comply with Local, State, and Federal regulations and laws for safety. Contractor’s equipment and vehicles shall also have a professional appearance and exhibit the company’s contact information. The City may reject any vehicle or piece of equipment and order it removed from the job site.
The selected contractor and any subcontractor shall at all times conform their operations with the requirement of the City’s Noise Ordinance (LCFMC, Chapter 5.02 Regulation of Community Noise).
All equipment used should be the quietest available for this type of work, said equipment shall not exceed 90 dB measured at an unobstructed distance of 25 feet unless a permit and variance has been obtained from the City.
It is the selected contractor’s responsibility to locate and secure any storage sites required to safely store materials and equipment. The cost of all equipment and facilities shall be borne by the selected contractor.
3.4 Materials
The cost of all materials shall be borne by the selected contractor.
3.5 Safety
The selected contractor agrees to perform all work in such a manner to meet all accepted standards for safe practices and agrees to accept the sole responsibility for complying with all Local, State or Federal safety requirements including, but not limited to, the applicable terms of O.S.H.A. and CAL E.P.A. Safety Orders at all times.
The selected contractor shall use foresight and shall take such steps and precautions as their operations warrant to protect the public from danger, loss of life, or loss of property.
Unusual conditions may arise which will require that immediate action to protect the public from danger or loss, or damage to life and property, due directly or indirectly to work under this Contract.
The City may take all actions to remedy the situation without notification or cause. The cost and expense of said labor and material, together with the cost and expense of such repairs, shall be borne by the selected contractor.
The selected contractor shall cooperate fully with City in the investigation of any accident, injury or death occurring on City property or City Right-of-Way, including a complete written report thereof to the City Representative within twenty-four (24) hours following the occurrence.
3.6 Site Conditions
The City makes no representation of the order or condition of the work area nor does the City warrant that the work area will be free from defects, either apparent or hidden, at the commencement of, or at any time during, the term of the contract. Bidders must examine the location, physical conditions and surroundings of the work area and judge for themselves the extent to which these factors will influence the performance of the contract work. By submitting a Proposal, the Proposer shall be deemed to have agreed to accept the condition of the work area in its "as is" condition with the intent to upgrade or modify existing deficiencies to contract specifications.
3.6.1 Utilities
The selected contractor shall be responsible for locating all underground utility lines to ensure the safety of work crews and for protecting in place existing utility equipment prior to any excavation.
The selected contractor shall contact the City and Underground Service Alert to locate underground service lines before commencing any excavation.
3.6.2 Traffic
Traffic control as required for maintenance under this contract shall be performed in accordance with the “Work Area Traffic Control Handbook” (Watch Manual) and to the satisfaction of City Representative and in accordance with any state or county permit, encroachment or maintenance agreements. City Representative shall maintain the right to require additional modifications to traffic control systems as deemed necessary.
It shall be the selected contractor's responsibility to post “No Parking” signs as required to perform work 72 hours in advance. Temporary "No Parking" signs and barricades must be provided at the Contractor’s expense.
If traffic is to be detoured over a centerline on a major or secondary highway, traffic control plans must be prepared by a licensed Traffic Engineer and approved by the City prior to starting work.
Police, Fire, and Public Works shall be notified at least 72 hours in advance of these detours.
If a lane closure is necessary, the selected contractor must notify the City of their intent to close roadway of work at least 14 days in advance of the activity. The selected contractor may be required to provide an encroachment permit for work.
Lane closures shall be for work periods only. At the end of each work period, all components of the traffic control system shall be removed from the traveled way, shoulder, sidewalk, pathway and parking lanes.
All workers within the public right-of-way shall maintain all safety standards and will wear high visibility protective clothing or safety equipment as required.
The selected contractor shall be responsible for supplying and using all safety equipment necessary to close or delineate traffic lanes to through traffic. Illuminated arrow boards, sign stands, delineators, and/or cones shall be used to identify work sites for vehicular and pedestrian safety.
All traffic control devices shall comply with Local, State, and Federal regulations and laws.
The selected contractor shall pay for all materials, permits, indirect or direct costs associated with traffic control.
3.6.3 Clean Water Act Compliance
The selected contractor shall be responsible for complying with all regulations of the Clean Water Act, including those associated with the National Pollutant Elimination Discharge System Permit (“NPDES”). The selected contractor shall comply with the regulations set forth in the City of La Canada Flintridge Municipal Code and any other State and Federal programs targeted at preventing and eliminating storm water and urban runoff pollution.
The City is a Permittee under the Los Angeles County National Pollutant Discharge Elimination System, NPDES Permit No. CAS614001, and as such is required by federal and state law to implement procedures to prevent and control the entry of pollutants and non-storm water
discharges into the City's storm drain system to the maximum extent practicable. No person shall commence or continue any project in the City that causes the disturbance of City right-of-way by clearing, grading, cold milling, saw cutting, paving, or excavating without obtaining a permit from the City. Pursuant to state and federal law, such permit shall include NPDES requirement as summarized below:
• No washing of industrial vehicles shall be allowed adjacent to a work site. No water from washing vehicles on a work site is allowed to run off into the City's storm drain system. • Sediment and other pollutants from work sites and parking areas shall be retained on the site to the maximum extent practicable.
• The discharge from washing out concrete trucks and saw cutting, cold milling materials to the gutter or storm drain system is prohibited.
• Any sediments or other materials which are not retained on the site shall be removed the same day prior to leaving the site. Where determined necessary by the Director of Public Works or his or her designated representative, a temporary sediment barrier shall be installed.
• On an emergency basis only, plastic covering may be utilized to prevent erosion of an otherwise unprotected area, along with runoff devices to intercept and effectively convey the runoff to the storm drain system after elimination of contaminants. • Drainage controls shall be utilized, as needed, depending on the extent of proposed work activities.
• The selected contractor shall refer to and be familiar with the most recent edition of the Construction Best Management Practices Handbook, produced and published by the Storm Water Quality Task Force, to be used for specific guidance on selecting Best Management Practices for reducing pollutants in storm water discharges from landscape maintenance activities.
• No person shall throw, deposit, place, leave, maintain, keep or permit to be thrown, deposited, placed; left or maintained or kept, any refuse, rubbish, garbage, broken concrete, or any other discarded or abandoned, articles or accumulations, in or upon any street, alley, sidewalk, storm drain, inlet, catch basin conduit or drainage structure, business place, or upon any public or private plot of land in the City, so that the same might be or become a pollutant, except in containers, recycling bags, or other lawfully established waste disposal facilities.
3.6.4 Repairs and Corrective Actions
The selected contractor agrees to be continuously alert in locating and defining problems and agrees to exercise prompt and proper corrective action. Action items will be prioritized, and low priority items will be given a timeline for corrections. The selected contractor shall communicate to the City Representative any landscape and non-landscape related hazards encountered while on site.
Any private property or City property damaged or altered in any way during the performance of the work shall be reported promptly to the City Representative and shall be rectified in an approved manner back to its former condition, prior to damage, at the selected contractor's expense. This shall include, but not be limited to, the replacement, at the selected contractor's expense, of shrubs, trees, vines, turf, groundcover or other landscape items that are lost due to negligence in pest and disease control practices; and /or due to improper irrigation, fertilizing, or lack of proper maintenance and care.
3.6.5 Organic Waste Compliance
The selected contractor shall comply with all applicable provisions of SB 1383 as they relate to landscaping services. All green waste generated under this contract, including but not limited to grass clippings, leaves, plant trimmings, and tree debris, shall be source-separated and transported to an approved organic waste processing facility. The selected contractor shall not dispose of green waste in landfill-bound solid waste containers.
The selected contractor shall minimize contamination of organic waste streams, ensure proper handling and transport of materials, and maintain documentation (e.g., weight tickets, receipts, or logs) verifying proper disposal. Such documentation shall be provided to the City upon request.
3.7 Reporting
The selected contractor shall, on the first working day of each month, file a report with the City enumerating the following information for the previous month:
• Location and work completed each day.
• Areas missed and when missed areas were later maintained. • Number of complaints received each day.
• Reasons maintenance was not performed or completed as scheduled. • Work summaries and copies of completed checklists (Exhibit “H”).
Work summaries and checklists are to be completed according to their assigned schedule. The City may request at any time the work summaries and checklists.
The City may update any reporting form and frequency, including work summaries and checklists, for use in subsequent reporting periods at no additional costs to the City. The City shall notify the selected contractor at least 48 hours in advance of any change to the reporting form.
In addition to regular reporting, the selected contractor shall immediately notify the City about any and all damage to landscaping, irrigation systems, facilities, or improvements regardless of cause.
3.8 Term of Contract
The term of this Contract shall be three (3) years, starting July 1, 2026 or earlier if requested by the City, with the option of up to three (3) additional one-year terms.
3.9 Penalties
The selected contractor will also be subject to the following penalties:
• $500 per occurrence for not adhering to the approved work schedule without notice, including failing to notify crew absences.
• $500 per occurrence for failing to follow reporting requirements • $1,000 per occurrence in the event the selected contractor uses water from a water utility without permission and/or without applicable payment to the utility.
The scope of work is to provide full and complete contract joint use facility maintenance at designated sites, herein described, and that such sites be kept in a healthy, vigorous, safe and well-kept state at all times. The contract work to be done under these specifications shall consist of furnishing all the required labor, materials, equipment, parts, and supplies necessary for, or appurtenant to, the provision of this maintenance program and other incidental and appurtenant work required to complete the project within the City of La Canada Flintridge, California, to the satisfaction of the City’s Contact Officer.
1.2 Level of Service
All work shall be performed in accordance with the highest maintenance standards. The Contract Officer shall decide any and all questions which may arise as to the quality or acceptability of materials furnished and work performed and shall decide all questions which may arise as to the interpretation of the Specifications, and all questions as to the acceptable fulfillment of the Contract on the part of the Contractor, and as to compensation. The City's decisions shall be final.
As a part of performing the maintenance program, Monday through Friday, 7:00 AM to 5:00 PM except holidays, Contractor shall remove palm fronds, remove tree branches, clean graffiti, empty trash cans or pick-up debris and waste at the joint use facilities as needed upon request by Contract Officer.
2.0 LOCATIONS
Each location is described below. Examples of work, location maps, and pictures at each location or site are meant to be illustrative, not comprehensive, of the maintenance requirements.
Proposer’s are encouraged to visit sites for a better understanding of the individual requirements.
FOOTHILL INTERMEDIATE FIELDS
4490 Cornishon Avenue
The Foothill Intermediate Fields are multi-use athletic fields located at 4490 Cornishon Avenue.
There are eight tennis courts and three named athletic fields included at this location: FIS Upper, FIS Lower, and Cornishon fields.
FIS Upper is behind the school buildings and above the track, baseball, and soccer field. Additional access is available from 4469 Chevy Chase Drive.
FIS Lower on the east side of Cornishon Avenue, consisting of a track circuit, baseball diamond, and soccer field. There are concrete bleachers on the north side, as well as dugouts and bleachers on the south.
Cornishon is on the west side of Cornishon Avenue. The field includes a baseball diamond with dugouts on the east and north side.
As a part of the joint use facility maintenance services, Contractor will be responsible for the entire turf area (FIS upper, FIS lower, and Cornishon fields), baseball fields, infield skin, slope, concrete bleachers, par course, track, aeration, tennis courts (including changing the nets that the City will provide), the parkway along Cornishon Avenue that fronts the fields and the tennis courts. Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, minor graffiti removal, and inspections of all structures and equipment at the field.
LA CANADA ELEMENTARY
4540 Encinas Drive
The La Cañada Elementary field is a multi-use athletic field located at La Cañada Elementary School.
The field includes a baseball diamond with bleachers and dugouts on the east and south sides.
Access is granted from a gate on La Cañada Boulevard. As a part of the joint use facility maintenance, Contractor will be responsible for the entire turf area, baseball field, and infield skin.
Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, aeration, minor graffiti removal, and inspections of all structures and equipment at the field.
LA CAÑADA FLINTRIDGE PICKLEBALL COURTS
4490 Cornishon Avenue
The La Cañada Flintridge Pickleball Courts is a facility which features three courts. As a part of the maintenance, contractor will be responsible for the minor graffiti removal, debris/trash removal, and inspections of all equipment, including changing the nets that the City will provide.
LA CAÑADA HIGH SCHOOL VARSITY FIELD AND TENNIS COURTS
4463 Oak Grove Drive
The La Cañada High School Fields are multi-use athletic fields located at La Cañada High School.
The field includes a baseball and softball diamonds with bleachers and dugouts, and a multi-use soccer field. Access is granted from a gate on Oak Grove Drive. As a part of the joint use facility
maintenance, contractor will be responsible for the entire turf area, baseball fields, infield skin obstacle course, slope area west of obstacle course, asphalt driveway near Varsity field, dirt area behind Varsity backstop, volleyball court and tennis courts. Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, minor graffiti removal, and inspections of all structures and equipment at the field.
LA CAÑADA HIGH SCHOOL JUNIOR VARSITY FIELDS
4463 Oak Grove Drive
The La Cañada High School Junior Varsity Fields are multi-use athletic fields located at La Cañada High School. The field includes baseball and softball diamonds with bleachers and dugouts, and a multi-use soccer field. Access is granted from a gate on Oak Grove Drive. As a part of the joint use facility maintenance, contractor will be responsible for the entire turf area and baseball fields.
Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, minor graffiti removal, and inspections of all structures and equipment at the field.
LDS FIELD
1830 Foothill Boulevard
The LDS Field is a multi-use athletic fields located behind the Church of Latter Day Saints at 1830 Foothill Boulevard. The field includes a baseball diamond with bleachers and dugouts on the north and south sides. Access is granted from the church parking lot. As a part of the joint use facility maintenance, contractor will be responsible for the entire park, including turf, waste receptacles, shrubs, slopes, baseball diamond, and infield skin. Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, aeration, minor graffiti removal, and inspections of all structures and equipment at the field.
OAK GROVE FIELD
4465 Oak Grove Drive
The La Canada High School Fields are multi-use athletic fields located at La Canada High School.
The field includes a baseball and softball diamonds with bleachers and dugouts, and a multi-use field. Access is granted from a gate on Foothill Boulevard. As a part of the joint use facility maintenance, contractor will be responsible for the entire turf area, plant material inside the fence, baseball and softball fields. Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, minor graffiti removal, and inspections of all structures and equipment at the field.
PALM CREST
5025 Palm Drive
The Palm Crest field is a multi-use athletic fields located at Paradise Canyon Elementary School.
The field includes a baseball diamond with bleachers and dugouts on the east and north sides.
Access is granted from a gate on Jessen Drive. As a part of the joint use facility maintenance, contractor will be responsible for the entire turf area, baseball field, and infield skin. Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, aeration, and inspections of all structures and equipment at the field.
PARADISE CANYON
471 Knight Way
The Paradise Canyon field is a multi-use athletic fields located at Paradise Canyon Elementary School. The field includes a baseball diamond with bleachers and dugouts on the east and south sides. Access is granted from a gate on Knight Way. As a part of the joint use facility maintenance, contractor will be responsible for the entire turf area, baseball field, and infield skin. Regular maintenance includes irrigation monitoring and repair, mowing, trimming, fertilization, aeration, and inspections of all structures and equipment at the field.
3.0 FREQUENCY
All maintenance work must be performed to the level of service as established in the Section 4.0 “Specific Requirements”. The following tables provide minimum service levels for each location. Please be aware that during specific seasons or for specific events, services requirements may increase to daily levels.
LOCATIONS FREQUENCY OF
INSPECTION
FREQUENCY OF
SERVICE
Foothill Intermediate Fields 1 x per Week 2 x per Week
La Canada Elementary 1 x per Week 1 x per Week
La Cañada Flintridge Pickleball Courts 1 x per Week 1 x per Week La Canada High School Fields, Varsity and Tennis Courts 1 x per Week 1 x per Week La Canada High School Fields, Junior Varsity 1 x per Week 1 x per Week LDS Field 1 x per Week 1 x per Week
Oak Grove Field 1 x per Week 1 x per Week
Palm Crest 1 x per Week 1 x per Week
Paradise Canyon 1 x per Week 1 x per Week
3.1 Cultural Program
At all athletic fields, the following activities should be performed at least once per month, or as specified:
Fertilization,
Infields
Fertilization,
Outfields
Fertilization,
Sideline Aeration Topdress
Vertical
Mow &
Sweep
Seed
Jan. LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks
Organic feed
topper ¼" or
minus
Feb. 16-6-8
8# per K sq. ft.
16-6-8
8# per K sq. ft.
16-6-8
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks
Pro Sportsfield
Elite @
8# per K sq. ft.
(80%-20%
rate)
Mar. 23-5-10
Poly Supr
8# per K sq. ft.
23-5-10
Poly Supr
8# per K sq. ft.
23-5-10
Poly Supr
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks
Apr. 23-5-10
Poly Supr
8# per K sq. ft.
23-5-10
Poly Supr
8# per K sq. ft.
23-5-10
Poly Supr
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks
Organic feed
topper ¼" or
minus
Blades set to
soil level
Pro Sportsfield
Elite @
8# per K sq. ft.
(80%-20%
rate)
May LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks
June ¾# Hollow:
Outfields and
Parks
July 18-4-10
Greenskot
w/minors
8# per K sq. ft.
18-4-10
Greenskot
w/minors
8# per K sq. ft.
18-4-10
Greenskot
w/minors
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks
Organic feed
topper ¼" or
minus
Pro Sportsfield
Elite @
8# per K sq. ft.
(80%-20%
rate)
Aug. 15-5-7
Best Cote
6# per K sq. ft.
15-5-7
Best Cote
6# per K sq. ft.
15-5-7
Best Cote
6# per K sq. ft.
¾# Hollow:
Outfields and
Parks
Imperial @ 10#
per K sq. ft.
Sept. 23-5-10
Poly Supr
6# per K sq. ft.
23-5-10
Poly Supr
6# per K sq. ft.
23-5-10
Poly Supr
6# per K sq. ft.
¾# Hollow:
Outfields and
Parks, 2X this
month
Oct. LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft.
¾# Hollow:
Outfields and
Parks, 2X this
month
Organic feed
topper ¼" or
minus
Grand Slam
GLR Blend @
8# per K sq. ft.
Nov. ¾# Hollow:
Outfields and
Parks
Dec. LebanonProscape
32-3-6 w/mesa
8# per K sq. ft
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft
LebanonProscape
32-3-6 w/mesa
8# per K sq. ft
4.0 SPECIFIC REQUIREMENTS
4.1 Turf Maintenance
All infields shall be mowed using a 21-inch or 26-inch greens mower or a greens triplex. All outfields shall be cut with a reel type mower of any type which results in a quality cut. No rotary mowers shall be used in conjunction with the mowing of turf.
Litter and animal droppings shall be removed prior to each mowing. Borders shall be mechanically edged at each mowing. Turf shall be controlled for a one-foot distance around the trunk of each tree. Line Trimmers or Weedeaters shall not be utilized around the trunks of trees. Contractor shall maintain area surrounding sprinklers so that irrigation is unobstructed. Holes shall not be cut around sprinklers. Contractor shall trim around vaults, posts, fences and other similar features on a bi-monthly basis.
Contractor shall place temporary fencing or similar devices to protect athletic surfaces, such as the pitchers mound; irrigation; electrical; or other in-ground or surface facilities from damage while mowing.
Whenever it is possible and will not damage the turf, trimmings shall be left on the turf in lieu of raking and removal. Clippings may be returned to field as mulch. Excessive grass is to be removed.
Cutting units to be maintained properly to ensure a clean and quality cut. Mowing units must be dedicated to fields only or washed thoroughly before mowing fields.
Vertical mow dense turf only. Do not mow stressed areas.
4.1.1 Frequency
All fields are to be mowed according to the following frequency:
• 2 times per week from the beginning of March through the end of August; • 1 time per week in the months of September, October, January, and February; and • 1 time per week in November and December.
Additional, or fewer, mowings may be requested due to weather conditions, special events, and/or cultural needs. Clippings can be returned. Excessive grass to be removed.
4.1.2 Heights
All fields are mowed to the following heights:
• 1 inch from April through October; and
• 1.5 inch to 2.5 inch from November through February.
All turf areas are mowed heights:
• 1 inch to 1.5 inch for Bermuda grasses;
• 1.5 inch to 2.5 inch for cool season turfs including bluegrass, perennial rye, and fescues; and • 1.25 inch to 1.75 inch for Kikuya.
4.2 Edging
All turf edging shall be edged at least once per month. Examples of edges: along pathways, walkways, around shrubs, trees, sprinklers heads, valve boxes, mow bands, curbs, benches, light
poles, or any other fixed object. Herbicides shall not be used as an edging tool. Care must be taken not to damage trees, shrubs, or any other fixed object with edging equipment.
4.3 Aeration
To aerify, the coring operation shall be repeated until the surface has been loosened by coring to a depth of one inch (1”) to two-and-a-half inches (2.5”). Core tine shall be between a halfinch (0.5”) and three-quarters of an inch (0.75”) in diameter. Coring shall begin in the center of the field and work out towards the edges and shall be repeated until holes are approximately two inches (2”) on center. Several passes over the field shall be required in the opposite direction, first north-to-south and then east-to-west. All irrigation sprinklers shall be located and protected prior to beginning operation. Contractor shall be responsible for all damages to irrigation systems as a result of this operation. Contractor shall be responsible for notifying the La Canada School District for this and all operations 48 hours in advance.
4.3.1 Specifications
Tine size: 0. 75 inch and 1 inch as specified.
Tine type: Hollow core and solid tine as specified.
Cores to be broken up and worked back into turf with a mat drag.
4.3.2 Schedule
The following schedule speaks only to aeration:
• January: All outfields and infields as specified.
• February: All outfields and infields as specified.
• March: All outfields and infields as specified.
• April: All outfields and infields as specified.
• May: All outfields and infields as specified.
• June: All outfields and infields as specified.
• July: All outfields and infields as specified.
• August: All outfields and infields as specified.
• September: All outfields and infields as specified, twice this month under the direction of the Contract Officer.
• October: All outfields and infields as specified, twice this month under the direction of the Contract Officer.
• November: All outfields and infields as specified.
4.4 Dethatching
Turf areas shall be dethatched on an annual basis in conjunction with fertilization. Dethatching as it relates to field renovation will be completed per schedule.
4.4 Fertilization
Fertilizer shall be broadcast in such a manner as to insure uniform coverage with minimum overlap.
All damages resulting from the use of unauthorized fertilizers or improper watering after fertilization shall be repaired or replaced at the Contractor’s expense.
The fertilizers used in the cultural program are as follows:
• Best 23-5-10 Poly Supreme
• Best 15-5-7 Best Cote
• Best 6-20-20
• Best 18-4-10 GreensKote w/Minors
• Best 16-6-8 Turf Supreme
• Lebanon-Pro Scape 32-3-6 w/Mesa
• Lebanon-Proscape 25-2-5 w/Mesa
Contractor may recommend alternative fertilizers of similar quality, price, and properties for Contract Officer’s approval.
Remove all fertilizer from concrete and asphalt prior to irrigating. Fertilize in conjunction with aeration.
4.4.1 Lawn
Lawn shall be fertilized, or balanced fertilizer shall be applied as needed to maintain healthy, vigorous growth. Lawn shall be free of moisture at the time of application. All damages resulting from the use of unauthorized fertilizers or improper watering after fertilization shall be repaired or replaced at the Contractor’s expense. Approved fertilizer to be provided by Contractor.
4.4.2 Groundcover
Groundcover shall be fertilized twice per year in March and August with an approved fertilizer at a rate of 1 pound actual nitrogen per 1000 square feet (16 6 8 or equal). Approved fertilizer to be provided by Contractor, at the Contractor’s expense.
4.4.3 Shrub and Vine
An iron chelate fertilized or balanced fertilizer shall be applied as needed to maintain healthy, vigorous growth foliage. Approved fertilizer to be provided by Contractor, the Contractor’s expense.
4.5 Overseed
Overseeding should occur every season, and additionally when needed. Contractor to provide schedule. Seed quality shall have a minimum purity of 98 % weed free and a minimum germination rate of 85 %. Once seed has been applied, Contractor shall firm the soil. Seed to be provided by Contractor.
The seeds used in the cultural program are as follows:
• Bermuda hulled: 8 lb./1,000 square feet
• Perennial: 8 lb./1,000 square feet
• Annual: 8 lb./1,000 square feet
4.6 Weed Control
The Contractor shall be responsible for maintaining a weed free environment. Weeds include, but are not limited to, poa annua and other grassy weeds, clover, and other broadleafs. Weeds must be controlled by mechanical means. Weed whipping around tree trunks to be done with caution so as not to hurt the tree, and shall not be performed at the tree trunk.
Only mechanical means of weed control are approved for use without written approval by the Contract Officer The contractor may suggest other applications other than mechanical means to control weeds. In the event that other weed control options are selected, the Contractor will supply proper materials and licensed personnel and obtain any necessary permits, licenses, registrations, and recommendations to comply with City, County, State or Federal regulations and laws.
Contractor will assume responsibility and liability for the use of all chemicals and their applications.
It shall be the responsibility of the Contractor to ensure that no one uses any field, park, or other area after a chemical has been applied until it is safe to do so, and that all necessary precautions as required by law are adhered to.
4.7 Slope and Natural Area Maintenance
All slopes and natural areas shall be maintained in a manner to encourage natural desirable vegetation and protect the site from erosion, while presenting a well-groomed appearance. Growth of plants shall be encouraged, except where it interferes with circulation, maintenance activities, roadways, drainage facilities, fence lines, or other structures. New plant material shall be provided by contractor and installed as required to replace dead or diseased plants and bare areas. Trim plant material regularly adjacent to curbs, sidewalks and roadways to provide for proper, unobstructed circulation.
4.8 Groundcover
All ground cover areas shall be maintained in a trimmed, weed free condition. Growth shall be restricted from encroaching on sidewalks, curbs, turf areas, roadways, or other adjacent areas.
Bare groundcover areas shall be replanted with groundcover supplied by the Contractor. Debris shall be removed on a weekly basis. Overgrown groundcover shall be mowed on an annual basis as directed by the City. Annual groundcovers and plants shall be provided by the Contractor and planted February, May, August, & November at the following locations:
• the northwest corner of Berkshire Avenue and Oak Grove Avenue; • the main Entrance to City Hall;
• east monument at entrance to City on Foothill Boulevard; • west monument at entrance to City of Foothill Boulevard; • monument on Verdugo Boulevard, west of Descanso Drive; and • planters on South side of Verdugo Boulevard, east of Encinas Drive.
4.9 Shrub
Shrubs shall be shaped and pruned to maintain an attractive and natural appearance. All dead, diseased and damaged branches shall be removed. Shrubs shall not be pruned prior to blooming.
At the conclusion of blooming of azaleas, camellias and raphiolepsis, all blooms shall be trimmed off or otherwise removed. Flower stalks on agapanthus, daylilies, roses and other similar plants shall be removed after blooming. Dead and diseased shrubs as well as bare areas shall be replaced.
Funding to be provided by the City if specific material is requested for replacement of any healthy variety. Contractor negligence shall result in Contractor providing replacement material. Litter and debris shall be removed on a weekly basis.
4.10 Vine
Vines are to be maintained such that they present a neat appearance at all times and are not a public hazard. Vines that are not growing over the top of a wall will not be allowed to grow over the top. Vines that are growing over the top of a wall will be neatly trimmed on the City side and along the top without allowing clippings to fall onto the homeowner's side. Cut as few vines growing
over to the homeowner's side as is necessary to achieve a neat appearance on the top of the wall, but attempting not to kill the vines on the homeowner's side. If a homeowner requests that the City' vines be removed from the homeowner's side, remove them by pulling the vines from the homeowner's side to the City side and trim off the excess.
4.11 Tree Pruning
Contractor shall remove volunteers, as well as sprouts (“suckers”) from base of public trees at all locations. Contractor shall notify the City of any other hazards within the tree.
4.12 Debris
The Contractor shall remove debris from each site at least once per week, Monday through Friday except holidays; and legally dispose of the refuse off site. This includes debris in trash receptacles as well as debris left on and around landscaped areas. Trash can liners shall be provided by the Contractor and replaced daily. Gutters, curbs and walks, immediately adjacent to the landscaped areas maintained by the Contractor, will also be kept free of debris.
4.13 Hardscape
Concrete and asphalt areas shall be checked and cleaned on a weekly basis. These areas include, but are not limited to, parking lots, driveways, paths, stairs, ramps, and multipurpose structures.
All expansive joints and cracks are to be maintained free of weeds. Dirt, litter, and other debris must be removed. Safety hazards such as tripping hazards and holes shall be reported immediately to the City. Minor graffiti should be removed, while major graffiti should be reported to the City immediately. Debris shall not be swept or blown onto adjacent streets or property. All debris must be picked up by the Contractor and removed from the site and disposed of legally, in accordance with the City’s National Pollutant Discharge Elimination System (NPDES) Permit.
4.14 Exercise Equipment
All exercise equipment shall be inspected weekly. Surfaces shall be cleaned and free of dust. Any equipment showing signs of wear or fatigue, or otherwise presenting an unsafe condition, shall be reported immediately to the Contract Officer.
4.15 Pickleball Equipment
All equipment shall be inspected weekly. On alternating weeks tennis courts shall be washed using a water broom with a 32-inch head fitted with eight high-pressure jets and cleaned with a blower.
Courts requiring immediate drying shall be dried using a 36-inch roller squeegee. Tennis nets to be replaced when provided by City.
Contractor shall be responsible for posting maintenance notices and closing courts at 6:00 AM of the day of service.
4.16 Tennis Courts
On alternating weeks tennis courts shall be washed using a water broom with a 32-inch head fitted with eight high-pressure jets and cleaned with a blower. Courts requiring immediate drying shall be dried using a 36-inch roller squeegee. Tennis nets to be replaced when provided by City. The FIS Upper Courts shall be scheduled for cleaning on Wednesdays from 7:00 AM to 8:00 AM, the
FIS Lower Courts shall be scheduled for cleaning on Thursdays from 7:00 AM to 8:00 AM, and the La Canada High School Courts shall be scheduled for cleaning on Fridays, 10:30 AM - 12:30 PM.
All schedules are subject to change.
Contractor shall be responsible for posting maintenance notices and closing courts at 6:00 AM of the day of service.
4.17 Volleyball Courts
Sand shall be raked on a weekly basis and kept free of debris. Replacement sand shall be provided by the Contractor at the Contractor’s expense, as needed under the direction of the City. Sand areas shall be rototilled once per year in February. Volleyball nets to be replaced when provided by City.
4.18 Track Fields
The running track at the FIS Lower Field shall be spiked and dragged in February, May, August, and November. Depressions caused by vehicles, bicycles, or foot traffic are to be filled with decomposed granite provided by the Contractor and leveled on a weekly basis. The track shall be kept clear of weeds and debris at all times. Annually, the track shall be refilled with DG to ensure adequate covering. The ADA entrance ramps to the field will be cleaned as part of daily maintenance.
4.19 Baseball and Softball Fields
During Baseball Season (February 1 - July 31) infields shall receive maintenance daily during normal hours of operation.
Daily maintenance during Baseball Season shall include:
• Cleaning dirt from grass edges as required (grass rake, blower, or broom). • Repairing mound and home plate.
• Maintaining shape and firm conditions in front of the pitcher rubber, landing area, and batter's and catcher's boxes.
• Dragging all skin infields with a premium nail drag with rigid drag mat.
Periodic infield maintenance during the baseball season shall include:
• Moistening and raking dirt edges to ensure a smooth transition from turf to dirt. • Raking and floating dirt areas as required to keep low spots from developing. • Watering grass edges adjacent to infield skin and infield turf as required. • Rolling infield skin as needed to ensure proper compaction. • Edging grass edges once every two weeks during the season with a gas-powered edger and running a string to ensure accuracy.
• Washing dirt from grass edges once every two weeks during the season. • Scarifying Dodger Dirt into infields (0.5 inch depth) at all skin infields prior to the start of baseball during the first week of January to ensure smooth transition from dirt to turf at the lips.
The berm build-up that is created from play and dragging operations shall be raked level to ensure a smooth transition between the skinned portion of the infield and the grass portion of the outfield.
Turf and weed encroachment shall be prevented within the skinned portion of the ballfield. A smooth line shall be maintained between the turf grass and skinned portion of the ballfield by either mechanical edging or chemical application. Pitcher's mounds shall have a smooth transition between the skinned mound and grass edge. Pitcher’s mound should be raised and maintained.
Brick dust, Dodger dirt, or other approved material shall be imported as needed to maintain smooth surfaces. Material shall be provided by Contractor at the Contractor’s expense.
4.20 Soccer Maintenance
In preparation for Soccer Season, the following maintenance shall be performed between September 1 and September 15:
• Irrigation systems shall be inspected for low valve box covers, exposed irrigation heads, and other potential dangers. All valve boxes and/or covers in need of replacing due to holes, breakage, shall be the expense of Contractor.
• Fields shall be prepared to include a smooth playing surface with no berms or swales. Fields shall be free of weeds and rocks.
• Brick dust or dirt shall be imported as required and spread evenly and uniformly around entire fields at the Contractor’s expense.
• Installation of divider fences at JV/V
• Installation of protective fence at V field
4.21 Irrigation Management
The Contractor shall provide an Irrigation Technician to monitor, inspect, repair, and otherwise maintain the irrigation systems at the location of work under this agreement.
Contractor and Irrigation Technician will:
• Monitor turf and soil moisture daily (Monday through Friday) during the growing season. • Schedule irrigation.
• Hand water grass edges, new sod, and seed as needed.
• Develop a written irrigation management plan and submit to the City Officer. Plan should account for climatic conditions, daily monitoring, and scheduled activities.
4.21.1 Irrigation System Maintenance
The Contractor shall maintain the complete sprinkler irrigation system in an operable condition.
This includes, but is not limited to, controllers, atmospheric backflow devices, manual and remotecontrol valves, wiring, pipes, vaults, heads and anti-drain valves. Failure of the existing irrigation system to provide full and proper coverage shall not relieve the Contractor of the responsibility to provide adequate irrigation with full and proper coverage to all areas in the work site. Changes in time, in conjunction with daylight savings time, will enquire that the Contractor make any necessary time changes to controllers to guarantee complete operation.
Irrigation systems shall be thoroughly inspected by operating all control valves and checking for proper coverage, leaks, valve actuation, proper timing and other Operational conditions. Such inspection shall be made at least once per week, February - October, and once every month, November-January. However, the Contractor shall be responsible for the proper operation of the system at all times and shall provide for repairs as they occur or as required.
All labor costs for the inspection, adjustment, and repair of irrigation systems shall be included in the contract price. Any required repairs or replacement of the mainline from the water meter assembly to the end of line shall be the responsibility of the Contractor. Contractor shall be responsible for the maintenance and repair of all irrigation controllers.
All replacement parts shall be original type material or as directed. In cases where various brands or types of sprinkler heads are present, replacements shall be made with the most prevalent brand or types. Contractor shall provide all irrigation material and related parts.
The Contractor shall establish and program the watering schedule for all sites and operate manual irrigation systems as needed. The irrigation system schedules shall be monitored and adjusted to maintain an efficient use of the water being applied with consideration given to type of plant material, soil conditions, and weather. Contractor shall make every reasonable effort to conserve water while still maintaining healthy plant material. Contractor shall turn off all irrigation systems during rains. No watering shall be performed during the day unless approved by the City. The Contractor will be responsible for damages occurring due to under watering or over watering.
From February through October, Contractor will inspect system weekly. During the time period from June 1st to October 1st, Contractor will provide on-site Irrigation Technician 40 hours per week.
As a part of maintenance, Contractor and the Irrigation Technician will:
• repair heads or valves within 24 hours of discovering or being notified of a problem, including adjusting heads immediately as needed;
• inspect system once per month from November through January; • inspect and repair system immediately prior to turf renovation and overseeding process; • inspect system and match components and nozzle size. Ensure consistent precipitation rate; and
• maintain accurate system repair records with accurate sketches of repairs or renovation depicting changes to the system piping and submitted to the Contract Officer.
4.22 Joint Use Facility Drainage
All drainage facilities at Joint Use Facilities shall be inspected and cleaned monthly or as needed to insure consistent, unrestricted water flow. All materials that obstruct systems are to be removed from the system, removed from the site, and disposed legally.
4.23 Pest Control
The Contractor shall provide complete and continuous control and/or eradication of all rodents and plant pests. Pests include, but are not limited to, insects, mites, other invertebrates, pathogens, nematodes, and vertebrates. Pests shall be controlled by mechanical means.
Only mechanical means of pest control are approved for use without written approval by the Contract Officer. The contractor may suggest other applications other than mechanical means to control pests. In the event that other pest control options are selected, the Contractor will supply proper materials and licensed personnel and obtain any necessary permits, licenses, registrations, public notification and pest control advisor recommendations, to comply with City, County, State or Federal regulations and laws. Contractor will assume responsibility and liability for the use of all chemicals and their applications. It shall be the responsibility of the Contractor to ensure that no one uses any field, park or other area after a chemical has been applied until it is safe to do so, and that all necessary notifications are provided and posted. Herbicides and pesticides are to only be applied upon written authorization from the Contract Officer and with accordance with all existing laws.
4.24 Facility Closures
For all closures, Contractor shall lock the facilities and place signs provided by the City.
4.25 Inspections
The Contractor shall inspect each facility as noted on the Frequency table (Section 3.0). It is the intent of the City to provide a high level of maintenance to the field user groups and the public.
Upon discovering any item of work needing resolution under this maintenance program during inspection, Contractor shall address the deficiency. Any safety deficiencies shall be immediately reported to the Contract Officer. The Contractor shall be responsible to report below standard conditions of all landscaping, structures, and fixtures, including but not limited to: plant material, irrigation systems, light standards/fixtures, benches, fountains, walls, fences, gates, doors, trash containers, signage, graffiti, and playground equipment.
4.26 Cleanup and Dust Control
The Contractor shall keep the work sites clean and free from rubbish and debris. The Contractor shall also abate dust nuisance by cleaning and sweeping, or other means, as necessary. All cleanup costs shall be included in the Contractor's bid item.
01172.0006/697951.3
EXHIBIT “B”
SPECIAL REQUIREMENTS
7.7.1 Liquidated Damages and Fines
Contractor is subject to the following liquidated damages:
The sum of $500 (Five Hundred Dollars) per occurrence for not adhering to the approved work schedule without notice. Liquidated damages shall not be calculated for delays caused by circumstances not deemed Default Events, in accordance with Section 7.2(c), above.
The sum of $150 (One Hundred Fifty Dollars) per occurrence for failing to follow reporting requirements.
The sum of $1,000 (One Thousand Dollars) per occurrence in the event Contractor uses water from a water utility without permission and/or without applicable payment to the utility.
01172.0006/697951.3
EXHIBIT “C”
SCHEDULE OF COMPENSATION
01172.0006/697951.3
City Council Agenda Report
Meeting Date: June 16, 2026
Subject: Approval of a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $1,073,080, to Provide Landscape Maintenance Services for the City Parks, Medians, Facilities, and Rights-of-Way
Presenter: Maged El-Rabaa, P.E., Director of Public Works Proposed Action: Motion to: (i) Approve a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $1,073,080, to Provide Landscape Maintenance Services For the City Parks, Medians, Property, Facilities, and Rights-of-Way; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney
Environmental Impact: This action does not result in a potential project; and therefore, it is not subject to California Environmental Quality Act (CEQA) requirements Fiscal Impact: $340,390 is included in the FY 2026-27 Proposed Budget under Accounts 01-45-7105 ($129,300) and 01-45-7109 ($211,090).
Appropriate funds will be allocated in future years
Discussion/Analysis:
The Landscape Maintenance Services Program includes maintenance of the City parks, medians, streetscapes, pedestrian paths, and rights-of-way, including: the landscaping around City Hall; the parks at Olberz, Memorial, Glenola, Glenhaven, and Mayors’ Discovery; all landscaped medians and parkways; Town Center planters and roundabout; Lanterman House; Foothill Boulevard crib wall; Edison Property (Winery Channel) and Passive Use Park; the Rockridge Terrace property; and Hampstead Water Channel.
A Request for Proposals (RFP) was posted on Planet Bids, on April 7, 2026, to provide Landscape Maintenance Services for City Parks, Medians, Facilities, and Rights-of-way. Twenty-Five (25) bidders registered with Planet Bids downloaded the proposals, eight (8) of whom uploaded their proposals by the due date of May 5, 2026. Following are the bid results:
Bidders Annual Base Bid
1. Parkwood Landscape Maintenance, Inc. $302,700
2. Brightview Landscape Services, Inc $334,368
3. Green Coast Landscape Services, Inc. $339,600
4. JAS Landscape LLC $368,640
5. Mariposa Landscape, Inc. $423,252
6. Oakridge Landscape, Inc. $425,028
7. SGD Enterprises, dba Four Seasons Landscaping $471,492
8. Greenfield Landscaping and Maintenance, Inc. $570,540 The proposals were evaluated by a Public Works Evaluation Panel based on the criteria outlined in the RFP, including the firm’s written proposals, references, and oral interview. Parkwood Landscape Maintenance, Inc., was the lowest bidder, but was disqualified based on references. BrightView Landscape Services, Inc. demonstrated a strong understanding of the Scope of Work, service expectations, and the City’s landscape maintenance needs. Additionally, references from municipal and institutional clients provided highly favorable feedback regarding the company’s performance, responsiveness, and quality of service.
BrightView Landscape Services, Inc. has been providing landscape maintenance services since 1939 and operates approximately 270 branch locations nationwide. The company’s experience serving public-sector agencies and its long-standing industry presence demonstrates its capacity to deliver comprehensive and reliable landscape maintenance services that meet the City’s expectations.
The agreement provides for a base term of 3 years and can be extended for two additional 1-year terms. The cost of the services increases annually in accordance with the Los Angeles-Long BeachAnaheim CPI but, in no event, greater than 5 percent. Fiscal Year 2026-27 base services are $334,368 and an additional $6,022 is included for as-needed services, for a total of $340,390.
Options:
1. Motion to: (i) Approve a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $1,073,080, to Provide Landscape Maintenance Services for the City Parks, Medians, Property, Facilities, and Rights-of-Way; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney; or
2. Provide further directions to staff.
Recommendation:
Option No. 1 - It is recommended that the City Council take the following action(s): (i) Approve a Maintenance Agreement with Brightview Landscape Services, Inc., for a Period of Three (3) Years for a Total Three-Year Commitment Not-To-Exceed the Amount of $1,073,080, to Provide Landscape Maintenance Services for the City Parks, Medians, Property, Facilities, and Rights-ofWay; and (ii) Authorize the City Manager to Execute the attached Maintenance Agreement subject to Approval as to Final Form by the City Attorney.
Attachments:
1. ROW Maintenance Agreement - BrightView Landscape Services, Inc.
01172.0006/697951.3
MAINTENANCE SERVICES AGREEMENT
By and Between
CITY OF LA CAÑADA FLINTRIDGE
and
BRIGHTVIEW LANDSCAPE SERVICES, INC.
Maintenance
01172.0006/697951.3 1
AGREEMENT FOR MAINTENANCE SERVICES
BETWEEN THE CITY OF CITY OF LA CAÑADA FLINTRIDGE AND
BRIGHTVIEW LANDSCAPE SERVICES, INC.
THIS AGREEMENT FOR MAINTENANCE SERVICES (herein “Agreement”) is made and entered into this 16
th day of June, 2026 by and between the City of La Cañada Flintridge, a California municipal corporation (“City”) and BrightView Landscape Services, Inc. (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement.
B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.
C. Pursuant to the City of La Cañada Flintridge Municipal Code, City has authority to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Contractor 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 CONTRACTOR
1.1 Contractor’s Proposal.
The Contractor’s Proposal dated May 5, 2026, 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.
1.2 Scope of Services and Schedule of Performance.
In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Services and Schedule of Performance” 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 services required under this Agreement in a thorough,
01172.0006/697951.3 2
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.
1.3 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 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Contractor shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.
1.5 Licenses, Permits, Fees and Assessments.
Contractor 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. 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.
By executing this Agreement, Contractor warrants that Contractor (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, 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. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.
01172.0006/697951.3 3
1.7 Care of Work.
The Contractor 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, except such losses or damages as may be caused by City’s own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
1.9 Additional Services Beyond Scope of Services.
City shall have the right at any time during the performance of the services, without invalidating this Agreement, to request extra work beyond that specified in Exhibit “A”, Scope of Services and Schedule of Performance, 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 Contractor, 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 Contractor. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $30,000 per year, 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 additional work shall be charged at the rates provided for in Exhibit “C”. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. 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.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. Compensation shall not exceed $1,073,080 (One Million
01172.0006/697951.3 4
Seventy Three Thousand and Eighty Dollars) for the first 36 months of work. Beginning Fiscal Year 2027-28, the rates specified in Exhibit “C” shall increase annually in accordance with the Los Angeles-Long Beach-Anaheim CPI, but in no event by no more than 5% annually, unless additional compensation is approved pursuant to Section 1.9.
In the event that the CPI for a particular year is negative, compensation shall remain at the then-current rates. When CPI rises above 0% again, the increase in rates shall be the sum of all applicable negative CPI rates and the new positive CPI. By way of example, if the Year One CPI is -1% and the Year Two CPI is 3%, the rate increase for Year Two will be 2%.
Contractor accepts the risk that the services to be provided pursuant to Exhibit “A”, Scope of Services and Schedule of Performance, may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor, other than CPI increases.
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 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 4.5, 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 the 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”. Contractor shall not invoice City for any duplicate services performed by more than one person.
City shall 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 use its best efforts to cause
01172.0006/697951.3 5
Contractor to be paid within forty-five (45) 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 any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. Review and payment by City for 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 in accordance with Exhibit “A”, Scope of Services and Schedule of Performance, and within the time period(s) specified therein.
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 Contractorshall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officershall 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 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 Term.
The base term of this Agreement is three (3) years. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect through June 30, 2029. The City and Contractor may, by mutual agreement, extend the Term for two additional one-year terms.
01172.0006/697951.3 6
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:
Michael Dozier President
(Name) Title)
Jonathan Gottsegen Secretary
(Name) (Title)
The foregoing 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. Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and 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 Maged El-Rabaa, Director of Public Works, or his designee.
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.
01172.0006/697951.3 7
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 venture or a member of any joint enterprise with Contractor.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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; subcontractors included in Contractor’s proposal are deemed approved. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
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 $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and
01172.0006/697951.3 8
property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(d) 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. (e) 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 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 noncontributory 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
01172.0006/697951.3 9
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 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.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that 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 subcontractors, 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
01172.0006/697951.3 10
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 Contractors, 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 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
01172.0006/697951.3 11
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.
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 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.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of 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 made and disclosure is required by law including but not limited to the California Public Records Act.
01172.0006/697951.3 12
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 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, 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) All 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 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.
01172.0006/697951.3 13
(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 attorney’s 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, 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 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 Default.
(a) In the event that Contractor is in default under the terms of this Agreement, as articulated below, 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 Events, including all details necessary such as location, dates, times, photographic evidence, and any relevant documentation regarding the specific Default Event. The notice shall include the timeframe in which Contractor may cure the default. During the period of time that Contractor 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 Contractor does not cure the default to City’s satisfaction within 30 days of the date of the notice, 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 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) Default Events shall include, but not be limited to:
i. Work not completed per the approved work schedule;
01172.0006/697951.3 14
ii. Work not completed per the Technical Specifications in the RFP issued to procure these services;
iii. No work done for 3 consecutive days; and
iv. Unsatisfactory workmanship, as determined by the City’s Contract Officer. (c) The following shall not constitute Default Events:
i. Delay or inability to perform certain tasks due to inclement weather, provided that the tasks are performed as soon thereafter as is practicable. ii. Delay of work due to national or state holidays, provided Contractor is back to the approved schedule within one week of the holiday causing the delay. iii. Any other reason that excuses the performance or a delayed performance of a task as may be provided in Exhibit “A”, Scope of Services and Schedule of Performance. (d) Five notices of a Default Event occurring within a 12-month period, or any one notice of default and a failure to cure shall be deemed a material breach of this Agreement.
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.
01172.0006/697951.3 15
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, Contractor 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 Liquidated Damages and Fines.
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 liquidated damages as provided in Exhibit “B”. City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages.
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 sixty (60) 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. 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. 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 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 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
01172.0006/697951.3 16
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.
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.
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 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, 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
01172.0006/697951.3 17
this Agreement. Contractor shall take affirmative action to ensure 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 seq., 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
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 La Cañada Flintridge, One Civic Center Drive., La Cañada Flintridge, California 91011 and in the case of the Contractor, 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 Contractor and by the
01172.0006/697951.3 18
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 “non interests” 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, 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) 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]
01172.0006/697951.3 19
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.
CITY:
CITY OF LA CAÑADA FLINTRIDGE, a
municipal corporation
Daniel Jordan, City Manager
ATTEST:
Tania Moreno, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Adrian Guerra, City Attorney
CONTRACTOR:
BrightView Landscaping Services, Inc.
___________________________________
By:
Name:
Title:
By:
Name:
Title:
Address:
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
01172.0006/697951.3 20
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.
Maintenance
D-1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
____________________________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER______________________________
____________________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
____________________________________________
____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
01172.0006/697951.3 2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2026 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
____________________________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER______________________________
____________________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
____________________________________________
____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.