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Los Angeles Conservation Corps (LACC) (2013) C rrY First Amendment to Agreement between the City of Rancho Palos Verdes CoPY and the Los Angeles Conservation Corps This agreement is an amendment ("Amendment") to the as-needed maintenance services agreement between the City of Rancho Palos Verdes("City")and the Los Angeles Conservation Corps("Contractor"), dated June 1, 2010 ("Agreement"). This Amendment is effective as of July 1, 2013, and is being made to extend the term of the Agreement for one year. SECTION 1. The introductory paragraph of the Agreement is hereby amended to read as follows: "THIS AGREEMENT ("Agreement") is made and entered this 1st day of June, 2010, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and Los Angeles Conservation Corps ("Contractor")." SECTION 2. Section 2 of the Agreement is hereby amended to read as follows: "Term of Agreement. The Agreement shall commence on July 1, 2010 and shall terminate on June 30, 2014, unless sooner terminated pursuant to the Section 4 of this Agreement. Additionally, there shall be two (2) one-year options to renew the Agreement with the mutual written consent of both parties." SECTION 3. Section 3 of the Agreement is hereby amended to read as follows: "Compensation. In consideration for the services rendered hereunder, City shall pay Contractor in accordance with the rates in Contractor's Proposal, attached hereto and incorporated herein, and in any case an amount not to exceed one hundred and twenty- five thousand dollars ($125,000) per fiscal year for the services as described in Section 1 of this Agreement. Payments shall be made in accordance with the "Measure and Payment" section of the Special Provisions in the Plans and Specifications." SECTION 4. Section B(5)(a) on page GP-2 of the incorporated Plans and Specifications is hereby amended to read as follows: "All insurance policies shall provide that the insurance coverage shall not be nonrenewed, canceled, reduced, or otherwise modified (except through the addition of additional insured to the policy) by the insurance carrier without the insurance carrier giving the City thirty (30) day's prior written notice thereof. Additionally, Contractor shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. The Contractor agrees that it will not cancel, reduce, or otherwise modify said insurance coverage." SECTION 5. Section B(5)(c) on page GP-2 of the incorporated Plans and Specifications is hereby amended to read as follows: R6876-0001\1547386v1.doc "The Contractor shall submit to the City (1) an insurance certificate indicating compliance with the minimum workers' compensation insurance requirements above, and (2) copies of the entire policies and insurance policy endorsements above, not less than one (1)day prior to beginning of performance under this Agreement. The Contractor shall at all times during the term of this Agreement maintain such current documents on file with the City Clerk. Endorsements must be executed on the City's appropriate standard forms entitled "Additional Insured Endorsement," copies of which are attached hereto." SECTION 6. The second paragraph of section E(1)on pages GP-7 and GP-8 of the incorporated Plans and Specifications is hereby repealed in its entirety. SECTION 7. The following provisions are hereby added to the Agreement to read as follows: "10. Time. Time is of the essence in this Agreement. 11. Audit. The City or its representative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its billings to the City as a condition precedent to any payment to Contractor. Contractor will promptly furnish documents requested by the City. Additionally, Contractor shall be subject to State Auditor examination and audit at the request of the City or as part of any audit of the City, for a period of three (3) years after final payment under this Agreement. 12. Indemnity. a. Contractor's Duty. To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees") free and harmless from and against any and all claims(including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of or incident to the performance of the Agreement, including without limitation, the payment of all consequential damages, attorneys' fees, experts'fees, and other related costs and expenses(individually, a"Claim,"or collectively, "Claims"). Further, Contractor shall appoint competent defense counsel approved by the City Attorney at Contractor's own cost, expense and risk, to defend any and all such Claims that may be brought or instituted against Indemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such Claim. Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnity shall apply to all Claims regardless of whether any insurance policies are applicable. R6876-0001\1547386v1.doc b. Civil Code Exception. Nothing in the paragraph above this one shall be construed to encompass Indemnitees'sole negligence or willful misconduct or the City's active negligence to the limited extent that the underlying Agreement is subject to Civil Code section 2782. c. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. d. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all Claims arising out of or incident to the activities or operations performed by or on behalf of the Contractor. e. Survival. The provisions of this Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution shall survive the termination of this Agreement and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 13. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. The Terms for Compliance with California Labor Law Requirements is attached hereto and incorporated herein by this reference. 14. Conflicts of Interest. Contractor agrees not to accept any employment or representation during the term of this Agreement or within twelve (12) months after completion of the work under this Agreement which is or may likely make Contractor "financially interested," as provided in Government Code Section 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Agreement. 15. Authority. The person executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. 16. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 17. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect." R6876-0001\1547386v1.doc • • SECTION 8. Except as expressly amended by this amendment to the Agreement, all of the other provisions of the Agreement shall remain in full force and effect as written in the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written. Dated: Los Angeles Conservation Corps ("Contractor" r / Printed Name: ?WE. SQ1 k0 Title: Of ok-IM- 0 iYe C-tcr By: Printed Name: Title: City of Rancho Palos Verdes ("City") By: r&Sz,--7--, Mayor ATTEST: By: 61z6 13 City Clerk R6876-0001\1547386v1.doc t. °"REPRINTED FROM THE ARCHIVE.THE ORIGINAL TRANSACTION MAY INCLUDE ADDITIONAL FORMS-- 4 AgmcYthidervnitel CC76801002 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: CITY OF RANCHO PALOS VERDES, DEPARTMENT OF PUBLIC WORKS 30940 HAWTHORNE BLVD. RANCHO PALOS VERDES, CA 90275 (If no entry appears above,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) SECTION it - WHO IS AN INSURED is amended to you. Coverage shall be limited to the extent of your include as an additional insured the person or negligence or fault according to the applicable princi- organization shown in the Schedule subject to the pies of comparative fault. following provisions: .•©nal insured is an insured but onlyfor The Insurance provided will not exceed the lesser of: 1. The additional liability directly resulting from: a. The coverage and/or limits of this policy,or a. your ongoing operations for the additional in- b. The coverage and/or limits required by the sured whether the work Is performed by you contract, agreement or permit. or for you;or general supervision of your ongoing o - With respect to the insurance afforded the additional b. thep .i insured. g g p insured,paragraph 4.of SECTION IV-COMMERCIAL erations by the additional insured. GENERAL LIABILITY CONDITIONS is deleted and 2.This insurance does not apply to: replaced by the following: a. "Bodily injury" or "property damage" arising 4,Other Insurance out of any act or omission of,or for defects in a. This insurance is primary and noncorrtrib- design furnished by or for, the additional utory, and our obligations are not affected by insured or any other insurance where the additional in- b. "Bodily injury" or"property damage"included sured is the Named Insured, whether pri- within the "products-completed operations mary, excess, contingent, or on any other hazard." basis; however, the defense of any claim or "suit" must be tendered as soon as practi- cable to ail other insurers which potentially A person's or organization's status as an additional provide insurance for such claim or"suit". insured under this endorsement ends when your op- erations for that insured are completed. b. This additional provision applies only to the additional insured shown in the Schedule and No coverage will be provided If, In the absence of this the coverage provided by this endorsement, endorsement,no liability would be imposed by law on CG 76 8O 10 02 EP AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS [Labor Code 1720, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law: 1. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720)of the California Labor Code relating to public works and the awarding public agency ("Agency") and agrees to be bound by all the applicable provisions thereof as though set forth in full herein. 2. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the work to the extent required by law. 3. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of living rates of wages to workers and the penalties for failure to pay living wages,unless Contractor can provide proof that it is exempt from these Sections. The Contractor shall,as a penalty to the Agency,forfeit not more than fifty dollars ($50)for each calendar day, or portion thereof, for each worker paid less than the living rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor. 4. As applicable, Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to(1)keep accurate payroll records, (2)certify and make such payroll records available for inspection as provided by Section 1776, and (3)inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors. 5. As applicable, Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors. 6. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1,Article 3 of the California Labor Code. 7. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work if this contract." Date 5jI1 Si.' atur, �►.. AI C-7 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT AND WAIVER OF SUBROGATION AND CONTRIBUTION Contract/Agreement/License/Permit No. or description: LOS ANGELES CONSERVATION CORPS AS-NEEDED MAINTENANCE SERVICES FOR THE CITY OF RANCHO PALOS VERDES FACILITIES Indemnitor(s) (list all names): To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless the City of Rancho Palos Verdes and its elected officials,officers, attorneys,agents, employees,volunteers, successors, and assigns(collectively "Indemnitees)from and against any and all damages,costs,expenses,liabilities,claims,demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively"Liabilities"),arising or claimed to arise,directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above-referenced contract, agreement,license,or permit(the "Agreement")or the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior,concurrent,or subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against an Indemnitee shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code 2782(a)or(b)the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage's, which may have been required under the Agreement, or any additional insured endorsements, which may extend to Indemnitees. Indemnitor,on behalf of itself and all parties claiming under or through it,hereby waives all rights of subrogation and contribution against the Indemnitees,while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. C-8 In the event there is more than one person or entity named in the Agreement as an Indemnitor,then all obligations, liabilities,covenants and conditions under this instrument shall be joint and several. "Indemnitor" Name Name MtAMNa e . /AT &140 By: Its Vt4, 00-1* 12 Its C-9