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Wildlife Services (2016) AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No. 1") by and between the CITY OF RANCHO PALOS VERDES ("City")and WILDLIFE SERVICES ("Contractor") is effective as of the 1St day of January, 2019. RECITALS A. City and Contractor entered into that certain Agreement for Contractual Services dated July 19, 2016 ("Agreement") whereby Contractor agreed to provide services relating to the Peafowl Trapping and Management Plan through December 31, 2018, for a total Contract Sum of $108,075. B. City and Contractor now desire to amend the Agreement to extend the time to complete the Services through June 30, 2019. TERMS 1. Contract Changes.The Agreement is amended as provided herein. Deleted text is indicated in stfiketlifeugh and added text in bold italics. a. Section 3.4, Term, is amended to read: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof June 30, 2019, except as otherwise provided in the Schedule of Performance (Exhibit"D")." b. Section I of Exhibit"D", Schedule of Performance, is amended to read: "Consultant shall perform all Services in accordance with the following schedule: A. PEAFOWL TRAPPING- July 20, 2016 through December 31, 2018June 30, 2019. B. ADDITIONAL WORK- July 20, 2016 through December 31, 201 gJune 30, 2019.- 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations 01203.0005/539682.3 1 arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid,and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Contractor that, as of the date of this Amendment No. 1, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment , such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203.0005/539682.3 -2- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation City Manager ATTEST: �,Gtyx y ity C APPROVED AS TO FORM: ALESHIRE&WYNDER, LLP City Attorney CONTRACTOR: WILDLIFE SERVICES By: . Name: Michael Maxcy Title: Sole Proprietor Address: 305 Newbury Lane Newbury Park,CA 91320 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.00095396823 -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation City Manager ATTEST: City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP City Attorney CONTRACTOR: WILDLIFE SERVICES By: Name: Michael Maxcy Title: Sole Proprietor Address: 305 Newbury Lane Newbury Park, CA 91320 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0005/539682.3 -3- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of,the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES 0a m14 a4:, r P�61r� l OnApril 1 " ,2019 before me, personally appeared I�,� M""'_I ,proved to me on the basis of satisfactory evidence to be the person() whose names(%) is/aye isubscribed to the within instrument and acknowledged to me that he/sla(e/thIy executed the same in his/htr/their authorized capacity(iq), and that by his/l r/thdir signature(%) on the instrument the person(41), or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. NARCISO MEZA JR. WITNESS my hand and official seal. d - COMM.#2146283 �o F- '; _"' Notary Public-CaNiornia �. `f:. j LOS ANGELES COUNTY A Signature: ! �Wf Comm, f 2,2°2a, T 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 [r INDIVIDUAL El CORPORATE OFFICER Arnondwhir TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED I ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ n ' jar GUARDIAN/CONSERVATOR pC� I AOTHER S�2 a16G�04 DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OFF SON(g)OR ENTITY(I14)) SIGNER(S)OTHER THAN NAMED ABOVE \r•.1i1\ ti- ex�,jcZ� 01203.0005/539682.3 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and WILDLIFE SERVICES for PEAFOWL TRAPPING AND PEAFOWL MANAGEMENT PLAN AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND WILDLIFE SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 19th day of July 2016 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Wildlife Services ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the"Parties". RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the"services"or"work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not annually exceed Thirty Two Thousand Seven Hundred Fifty Dollars ($32,750) (the "Contract Sum") plus a 10% contingency of Three Thousand Two Hundred Seventy-five Dollars ($3,275) for a total annual cost of Thirty Six Thousand Twenty Five Dollars ($36,025) and a total contract cost of One Hundred Eight Thousand Seventy Five Dollars ($108,075) for the three years of service, unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180)days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof except as otherwise provided in the Schedule of Performance (Exhibit «D,1 ). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Mike Maxcy Proprietor (Name) (Title) fiirci9r (Name) (Title) and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 7/017 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] IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES,a municipal corporation 57LuJ K % Dyda,May/ A LEST: - Carla Morreale, City Clerk APPROVED AS TO FORM: ALESHIRE&WYNDER, LLP David J.Aleshire, City Attorney CONSULTANT: Wildlife Services Michael Maxcy By: Name: Title: By: 0' dr(-t Name: Title: Address: 3 0J I'f1ti64ry Ccs-� Paik (c / Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. EXHIBIT "A" SCOPE OF SERVICES Pursuant to the Council-adopted Peafowl Management Plan, the consultant(Wildlife Services) is to conduct a peafowl census and prepare a census report between the months of January and March for the City Council's review in April to determine whether trapping is to occur for the year(generally between July and March). I. Consultant will perform the following Services: A. PEAFOWL TRAPPING. Consultant shall conduct peafowl trapping in the following five neighborhoods: Portuguese Bend, Vista Grande, Crestridge, Sunnyside, Grandview, and other neighborhoods specifically directed by the City; subject to the following criteria: i. Trap up to 150 birds ii. Perform annual trapping iii. Relocate each bird to a City-approved location iv. Photo document and report each trapped bird to the City within 24 hours of its removal from the City v. Monitor the cages used for trapping per State of California Department of Fish and Wildlife, Fish and Game Code 4004(d) vi. Methods used to trap and relocate peafowl must be conducted humanely vii. When requested, Consultant shall attend and participate in City meetings with City staff, as well as City Council meetings, which are necessary for the development and implementation of the Peafowl Management Plan B. ADDITIONAL WORK. • i. When requested, Consultant may be asked to perform services aside from trapping, such as removing nests. ii. When requested, Consultant shall attend and participate in City meetings with City staff, as well as City Council meetings, which are necessary for the development and implementation of the Peafowl Management Plan II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. When requested, at a billable per hour cost for additional services, a peafowl annual census report. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Consultant shall photo document and report each trapped bird to the City within 24 hours of its removal from the City B. Consultant shall provide a summary report to the City 10-days after the trapping program has ended that outlines the total number of birds trapped per neighborhood based on males and females. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Michael Maxey B. C. EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) The contractor is not required to obtain Professional Liability Insurance as stated under Article 5.1(d). EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following annual rates: RATE TIME SUB-BUDGET A. PEAFOWL $175/Bird NTE 150 Birds $26,250 TRAPPING B. ADDITIONAL $65/hour 100 $6,500 WORK hours C. II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. E. Line items for the annual premiums for Commercial General Liability Insurance and Automotive Insurance. IV. The total annual compensation for the Services shall not exceed $36,025 (including the contingency) and the total cost for three years of Trapping Services shall not exceed $108,075, as provided in Section 2.1 of this Agreement. V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services in accordance with the following schedule: A. PEAFOWL TRAPPING-July 20, 2016 through December 31, 2018. B. ADDITIONAL WORK-July 20, 2016 through December 31, 2018. II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Annual Summary Report 10 days after trapping has ended B. If requested, an annual peafowl census report C. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.