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Sunbeam Solar Technologies Inc dba Sunbeam Consulting - FY2018-017-04 AMENDMENT NO. 4 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 4 TO THE AGREEMENT FOR CONTRACTUAL SERVICES("Amendment No 4")by and between the CITY OF RANCHO PALOS VERDES,a California municipal corporation("City")and SUNBEAM SOLAR TECHNOLOGIES,INC,dba SUNBEAM CONSULTING,a California corporation("Consultant")is effective as of July 1,2020 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated February 6, 2018 ("Agreement") whereby Consultant agreed to provide Professional School Flagging Services for a Term of 18 months, for a not to exceed Contract Sum of$246, 974 00 B City and Consultant entered into an amendment to the Agreement dated May 1,2018 ("Amendment No 1"), expanding the services, extending the Term, and increasing the maximum Contract Sum by $32,172 70 to $279,146 70 C City and Consultant entered into a second amendment to the Agreement dated August 21,2018("Amendment No 2"),further expanding the services,extending the Term,and increasing the Contract Sum by $21,168 00 to $300,314 70 D City and Consultant entered into the third amendment to the Agreement dated August 6, 2019 ("Amendment No 3") to extend the Term until June 30, 2021, and increase the Contract Sum accordingly by $148,680 00 to $448,994 70 E City and Consultant now desire to further amend the Agreement to extend the Term until August 1, 2021, to cover the 2021 summer session period, and increase the Contract Sum accordingly by $164,374 00 to $613,368 70 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in s#rlEethr-eugli and added text in bold italics a Section 2.1, Contract Sum, is hereby amended to read: "Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the amounts specified in the"Schedule of Compensation"attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $613,368.70 (Six Hundred Thirteen Thousand Three Hundred Sixty Eight Dollars and Seventy Cents) -$ . . • •S. - • - • • -- 9' and Seventy Cents) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 " b Section 3.4, Term, is hereby 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 Augusts 1, 2021 June 30, 2020, except as otherwise provided in the Schedule of Performance (Exhibit "D") No extensions shall be permitted beyond June 30, 2020August 1, 2021. c Section II of Exhibit "A", Scope of Services, is hereby amended to read: "Contractor shall perform Professional Flagging Services and Management Oversight Services for the City of Rancho Palos Verdes through June 30, 2020 August 1, 2021, as follows " d Subsection A(10) of Section II of Exhibit "A", Scope of Services, is hereby amended to read. "School Flagging services shall be provided every day that Miraleste Intermediate School is in session from the effective date,through the end of the 2021 School Year including the 2021 Summer Session 2020 School Year,unless otherwise directed by City This will include the regular session for the 2017/2018, and 2018/2019, and 2019/2020,and 2020/2021 school years,and the summer session for 2018,and 2019, and 2021 " • Subsection E of Section I of Exhibit"C," Schedule of Compensation, is hereby added as follows "E 2020-21 School Year and Summer Session • Flagging Services $97 00/Hour • Management Oversight(optional and only if authonzed by City's Contract Officer in writing and in advance of such services) $125 00/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,130 00/Week • Summer Session is estimated to be 4 weeks long, held typically from mid-June to Mid-July of each year The weekly cost for Summer Session is $4,130/week, or a total anticipated cost for the 4- week summer session is not to exceed $15,694 " f Exhibit"D,"Schedule of Performance,is hereby replaced in its entirety with the new Exhibit"D", Schedule of Performance,attached hereto and incorporated herein by this reference g Exhibit"D-3,"School Flagging Operations Schedule/PVPUSD 2020-21-School Year Calendar,is hereby added to the Agreement,as attached hereto and incorporated herein by this reference 2 Continuing Effect of Agreement Except as amended by Amendments No 1, 2, 3 and 4,all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 4,whenever the term`Agreement"appears in the Agreement, 01203 0006/648988 1 -2- it shall mean the Agreement,as amended by Amendment No 1,Amendment No 2,Amendment No 3, and Amendment No 4 to the Agreement 3 Affirmation of Agreement; Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that,as of the date of this Amendment No 4 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 Consultant that, as of the date of this Amendment No 4, Consultant 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 4 5 Authority The persons executing this Amendment No 4 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (u) they are duly authorized to execute and deliver this Amendment No 4 on behalf of said party, (iii) by so executing this Amendment No 4,such party is formally bound to the provisions of this Amendment No 4,and(iv) the entering into this Amendment No 4 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/648988 1 -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 I Jo Cruikshank, Mayor ATTEST tr <.i • t... mily Colborn, City Clerk APPROVED AS TO FORM. ALESHIRE & WYNDER, LLP b) Ze4A14--Th William W Wynder, City Attorney CONTRACTOR SUNBEAM SOLAR TECHNOLOGIES,dba SUNBEAM CONSULTING , a California corporati E - By _ Co•.,i a� Name 4L.4,l $9,4,41V ter Title - �/ By Nam �A Title •� Pcre1 Address 1817 Josie Ave Long Beach, CA 90815 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY 01203 0006/6489881 -4- CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California } County of Orange } On -oche 4-*h ,2020 before me, David J Lee, Notary Public (Here Insert name and title of the officer) personally appeared C IpRLLs SIEPHAN who proved to me on the basis of satisfactory evidence to be the person(s) whose name(,') is/afe subscribed to the within instrument and acknowledged to me that he/shetttiey executed the same in his/her-/their authorized capacity(tes), and that by his/her/tfeir signature(0 on the instrument the person(g'), or the entity upon behalf of which the person(yf 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 DAVID J LEE i t's WITNESS myhand and official seal "' ° r co°�P,BIC CALIFORNIAm ORANsE COUNTY Zva•o•' NY Cotta EXP JULY 10 Ha"' /4/01/111116 Not- •ublic tgnature (Notary Public Seal) • r♦ INSTRUCTIONS FOR COMPLETING THIS FORM ADDITIONAL OPTIONAL INFORMATION This limn camphcsiiah urrvenlCulr/u'mastuhrtcsreemding nulu, nrncling und DESCRIPTION OF THE ATTACHED DOCUMENT ,/deeded should he complcled and attached to the clot umuu Ac knoll lulgments ft on,other watch uta) he c ompletccl for documents hung sent to Mot+laic so long as ilia Sim cling clues not i c yurrc the C uls/os ora stoic,,t los what C uhloi nt('notch's AMENOM&NT Nu a lass (Title or description of attached document) • State and County information must be the State and County s%here the document signer(s)personalls appeared before the notary public for acknossledgment To abate/110. F•R CoWreP h) L $F2Vi10- • Date of notarization must be the date that the signer(s)personally appeared sshich (Title or description of attached document continued) must also be the same date the acknoss ledgment is completed • The notary public must print his or her name as it appears ssnhin his or her Number of Pages 4 Document Date 6/41202o commission follossed by a comma and then your title(notars public) • Print the name(s) of document signer(s) ssho personally appear at the time of notarization CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i e lie/she/1k,—is/are)or circling the correct forms Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible Impression must not corer text or lines If seal impression smudges re seal if a (Title) sufficient area permits otherssise complete a different ackno%%ledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file ssith the office of the counts clerk ❑ Attorney-in-Fact Additional information is not required but could help to ensure this ❑ Trustee(s) acknossledgment is not misused or attached to a different document Other • Indicate title or type of attached document number of pages and date ❑ Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title(i e CEO CI-0 Secretary) • Securely attach this document to the signed document ss ith a staple CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES I�. c.wrA cuPluce.) � � AATV 6D On a 6 014- ,2020 before me, �A ROC a11►�..o">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,L&h y executed the same in his/1=41444r authorized capacity(ies),and that by hist signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and o � ;': CO al Al MANCNAlI�A? MM #216425I z \ c ...: Notary Public California o tee. , Signature r,,4 Jr z „ Los Angeles County g �= ^`' M Comm Ex'ires Oct 5,2020 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/648988 1 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Contractor shall provide the Scope of Services as follows A Miraleste School Beginning on January 2,2018,and continuing every day that Miraleste Intermediate School is in session from January 2, 2018, through the end of the 2021 Regular Session and 2021 Summer Session, unless otherwise directed by City This will include the regular session for the 2017/2018,2018/2019,2019/2020,and 2020/2021 school years, and the summer sessions for 2018, 2019, and 2021 Services shall be provided on every day that Miraleste Intermediate School is in session, unless otherwise directed by City The PVPUSD 2017-2018 School Year Calendar and 2018 Summer Session Calendar are attached hereto as Exhibit` D-1 " The PVPUSD 2018-2019 School Year Calendar and 2019 Summer Session calendar are attached hereto as Exhibit "D-2 " The PVPUSD 2019-2020 School Year Calendar is attached hereto as Exhibit "D-3 " The PVPUSD 2020-21 School Year Calendar is attached hereto as Exhibit'D-4 " The 2021 Summer Session calendar will be attached when available Should the schedule for the 2020-21 School Year or 2021 Summer Session change due to the COVID-19 pandemic, the Contract Officer will provide the Consultant with a revised schedule B AYSO Pursuant to Fall and Spring 2018/19 Session schedule provided by AYSO The preliminary 2018-19 AYSO Soccer Session Calendar is attached hereto as Exhibit "D-3 " This calendar may be subject to minor changes C Management Oversight Services If authorized by City's Contract Officer in writing and in advance II. The Schedule may be revised by City's Contract Officer pursuant to Section 3 2 of this Agreement 012030006/648988 1 EXHIBIT "D-4" SCHOOL FLAGGING OPERATIONS SCHEDULE/PVPUSD 2020-2021 SCHOOL YEAR CALENDAR j PAWS VERDI SPI NOS SOLA MUD SCHOOL DISTRICT_?OAS N11 SCMOOL CALIDOAR Se Ma ..lw as Sas MS 041•1114 M• 111456111414 IN m O a a N IR a • M I, •G MMMMM a ND 1w ! • 41114 1 • • I . • • I 1 . • . n • 1 • • • 1 1111 • . • SI I I I $ 11 w • w r N • N • V 11 • 54 w II • •• • V n w w S 1w, • h n n • a • 1• M • It Q• •• r r M II O. )1 h D r Is a • 1. ■ se .. n . 1 •® w • .l r • • • • _ r _ D•e••11Moat,Ma at• !' revery NV W a Iv K I. 111 M M •0 Iv a! 111 •I M y NO % 1111 In rs M IN NG TV • III III M 1 ) 1 I I • 1 41,0© 1 I 0 11 4 I I . a. • C ■ v I, M • I 1 • 1, a $ . . . , . • H • m •, U • • • 0 o •. I) • II ,I ,• .• a. • •1 i. ,. • • Q • 1 w w • a a a aDQs • n ■ • ©pa •to , ®s . • • w n w S • . n ■ a • al a . , . . • • a•R• - „1. M Hal As W/ a a N ! 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RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated February 6, 2018 ("Agreement")whereby Consultant agreed to provide Professional School Flagging Services for a Term of one and half(1.5)years,for a not to exceed Contract Sum of$246, 974.00. B. City and Consultant entered into an amendment to the Agreement dated May 1,2018 ("Amendment No. 1"), expanding the services, extending the Term, and increasing the maximum Contract Sum by $32,172.70 to $279,146.70. C. City and Consultant entered into a second amendment to the Agreement dated August 21,2018("Amendment No.2"),further expanding the services,extending the Term,and increasing the Contract Sum by $21,168.00 to $300,314.70. D. City and Consultant now desire to further amend the Agreement to extend the Term until June 30, 2021, and increase the Contract Sum accordingly by $148,680.00 to $448,914.70. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in stfikethfeugh and added text in bold italics. a. Section 2.1, Contract Sum, is hereby amended to read: "Subject to any limitations set forth in this Agreement,City agrees to pay Consultant the amounts specified in the"Schedule of Compensation"attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $448,994.70 (Four Hundred Forty-Eight Thousand, Nine Hundred and Ninety-Four Dollars and Seventy Cents) -. -- - -: -: -- - -: -. _ . -- . .. - - . . - - ($ 300,314.70) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9." b. Section 3.4, Term, is hereby 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 June 30, 2020 through the end of summer school 2019, but no later than August 1, 2019, except as otherwise provided in the Schedule of Performance (Exhibit "D"). No extensions shall be permitted beyond June 30, 2020. City and extend the Term of the Agreement in one year increment" c. Section II of Exhibit"A",Scope of Services,is hereby amended to read: "Contractor shall perform Professional Flagging Services and Management Oversight Services for the City of Rancho Palos Verdes through June 30,2020204-9, as follows:" d. Subsection A(10) of Section II of Exhibit "A", Scope of Services, is hereby amended to read: "School Flagging services shall be provided every day that Miraleste Intermediate School is in session from the effective dateJanuary 2, 2018, through the end of the 2020 School Year2019 Summer Session,unless otherwise directed by City.This will include the regular session for the 2017/ 2018, afid 2018/ 2019, and 2019/2020 school years, and the summer session for 2018 and 2019." e. Exhibit"C,"Schedule of Compensation,is hereby replaced in its entirety with the new Exhibit "C," Schedule of Compensation, attached hereto and incorporated herein by this reference. f. Exhibit"D,"Schedule of Performance,is hereby replaced in its entirety with the new Exhibit"D",Schedule of Performance,attached hereto and incorporated herein by this reference. g. Exhibit "D-3," School Flagging Operations Schedule/ PVPUSD 2019- 2020 School Year Calendar, is hereby added to the Agreement, as attached hereto and incorporated herein by this reference. 2. Continuing Effect of Agreement.Except as amended by Amendments No. 1,2,and 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement,as amended by Amendment No. 1,Amendment No.2,and Amendment No. 3 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement.Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein.Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Consultant represents and warrants to City that,as of the date of this Amendment No.3,City is not in default of any material term of 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 Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no events 01203.0006/573081.1 -2- 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. 3. 5. Authority. The persons executing this Amendment No. 3 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 3 on behalf of said party, (iii) by so executing this Amendment No.3,such party is formally bound to the provisions of this Amendment No.3,and(iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] • 01203.0006/573081.1 -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 'CAA) Doug Willmore. City Manager ATTE% Emi Colbsi, °ty Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER. LLP Wi iam W. Wyn er, City Attorney CONTRACTOR: SUNBEAM SOLAR TECHNOLOGIES.dba SUNBEAM CONSULTING.. a California corporation By: J Name: Title: By: Name: Title: Address: 1817 Josie Ave Long Beach. CA 90815 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups: I)Chairman of the Board,President or any Vice President; and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0006/573081.1 -4- 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 Jerry V. Duhovic, Mayor ATTEST: Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONTRACTOR: SUNBEAM SOLAR TECHNOLOGIES,dba SUNBEAM CONSULTING., a California corporation t-2V— By: v Na : � <act' d 4 By: _ r ame:C kACk .j 4c1 Title: Com& Address: 1817 Josie Ave Long Beach, CA 90815 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0006/573081.1 -4- 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 O I, 1 12019 before mpersonallya eared Yproved to me on the x.11.. , LftIt �b��� pp � � , basis of satisfactory evidence to be the pe sons) 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. �<<F JOHN ANTHONY'CA�RERA E T WITNESS m h.4 , !,:l di*= eal.il p S_,,~,• Notary Public-California Z AMIN I i' = W�• ,� Los Angeles Countyf � � .�moi!,," 7,1 Z :<:. :-,,° Commission#2274775 Sign •. .. (i'1 • '`"„'” My Comm.Expires Jan 10,2023 v 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 E INDIVIDUAL ❑ CORPORATE OFFICERiltWAO\IMIA N V TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) 1:1 LIMITED LI GENERAL NUMBER OF PAGES LI ATTORNEY-IN-FACT LI TRUSTEE(S) LI GUARDIAN/CONSERVATOR LI OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/573081.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF (211.1.05S-44tE43044: Onititql 2019 before mePii N ?1,41,4 ersonall a eared Ps 5k, 4 .1� roved to me on the � � �� p Y pp � � ,p basis of satisfactory evidence to be the person(s) whose names( is/are subscribed to the within instrument and acknowledged to me that he/ executed the same in his authorized capacity(cs),and that by his/Iterthrir signatures on the instrument the personM, 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. cyr-"""l'ib4- "Imaas."1"'""1 WITNESS m h d official sea .. � T� �'li .. COMM.#21692 -4 MOVRY PUBLIC-WORM OitiwoE Courtr Signature. Yr Cows.EXP.D6c_13, 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 ❑ INDIVIDUAL El CORPORATE OFFICER I IOw Gw1D4 I TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT El TRUSTEE(S) Ei GUARDIAN/CONSERVATOR C'• D El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/573081.1 EXHIBIT"C" SCHEDULE OF COMPENSATION Contractor shall perform the Scope of Services at the following rates. These rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Contractor will only be paid for actual days and hours worked, and will not be entitled to a flat weekly rate. A. 2017-2018 School Year and 2018 Summer Session • Flagging Services: $97.00/hour • Management Oversight(optional and only if authorized by City's Contract Officer in writing and in advance of such services): $125.00/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,130.00/week. B. 2018-2019 School Year and 2019 Summer Session • Flagging Services: $101.85/hour • Management Oversight(optional and only if authorized by City's Contract Officer in writing and in advance of such services): $131.25/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,336.50/week. C. 2019-2020 School Year • Flagging Services: $97.00/Hour • Management Oversight(optional and only if authorized by City's Contract Officer in writing and in advance of such services): $125.00/hour • Assuming a 5-day school week,the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,130.00/Week D. 2018-2019 AYSO Fall and Spring Sessions • Flagging Services: $56/hour • Fall Session: $56/hour x 15.5 hours/weekend=$$868/weekend x 14 weeks=$9,408. • Spring Session: $56/hour x 11.5 hours/weekend = $644 weekend x 14 weeks = $12,544. • Management Oversight(optional and only if authorized by City's Contract Officer in writing and in advance of such services): No Charge II. 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. 01203.0006/573081.1 III. The City will compensate Consultant for the Scope of Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all the work performed. B. Line items for all other approved reimbursable expenses claimed, with supporting documentation. IV. The total compensation for the Scope of Services shall not exceed set forth in Section 2.1 of this Agreement. 01203.0006/573081.1 EXHIBIT "D" SCHEDULE OF PERFORMANCE Contractor shall provide the Scope of Services as follows: A. Miraleste School: Beginning on January 2,2018,and continuing every day that Miraleste Intermediate School is in session from January 2, 2018, through the end of the 2020 Regular Session,unless otherwise directed by City. This will include the regular session for the 2017/2018,2018/2019,and 2019/2020 school years,and the summer sessions for 2018 and 2019. Services shall be provided on every day that Miraleste Intermediate School is in session, unless otherwise directed by City. The PVPUSD 2017-2018 School Year Calendar and 2018 Summer Session Calendar are attached hereto as Exhibit"D-1." The PVPUSD 2018-2019 School Year Calendar and 2019 Summer Session calendar are attached hereto as Exhibit "D-2." The PVPUSD 2019-2020 School Year Calendar is attached hereto as Exhibit "D-3." B. AYSO: Pursuant to Fall and Spring 2018/19 Session schedule provided by AYSO. The preliminary 2018-19 AYSO Soccer Session Calendar is attached hereto as Exhibit "D-3." This calendar may be subject to minor changes. C. Management Oversight Services : If authorized by City's Contract Officer in writing and in advance. II. The Schedule may be revised by City's Contract Officer pursuant to Section 3.2 of this Agreement. 01203.0006/573081.1 EXHIBIT "D-3" SCHOOL FLAGGING OPERATIONS SCHEDULE/PVPUSD 2019-2020 SCHOOL YEAR CALENDAR , . 4,11 polos VERDES PENINSULA UNIFIED SCHOOL DISTRACT—2C . SCHOOL CALENDAR Jurf 2019 lit 2019 Severreet:1319 SU MD TU WI 131 Fli SA .,SL WC Til WT "H FR 10 Sil lir, -,) OE: HI SA RI liC, Tti M. TH f P SA i PM' 1 2 -1‘,4 ,,,,,,) A e r'/,, , , 1 A it 1:, it op 4 i=;;ttl d 16 14 it' 14 40 4. Pt 11 14 '4 Z If 43.: 14 li 71, q V •4 ',.;:;. 24 21. 2t V ,--5-:* 11 n ri z' C z ---, # 23 It 2t. :•,t 'I'l Of -$ ',./ = 4 24 23 Z I i NiNeffeer ' DECEITaff 2C19Ainuary_;.,,-:0 F SU ID TV W It4 FP SA 9."."; $3 ru sw. 114 FR SI 1,Str77,K, It in rl- r P. SA 1 142 IC 112 Vat TH FR 90 [ 214 2 (741)(0, t II 2 2 4 I , 12414 , 1 4 its 11 111: EtN1 . 11 .;18 . 8 ':, ',4 2141f. " 11 / 1/ 14 i II '* 'A • . v Av.. „,r i „, , ® ';,*,- ,,',' 'VI, q e'ri 2 1:4:9E4' '4 21 *2 7:0 I ,8 1 it fift "3 Vz 3 VA Y. ",.I 'Z. 11111 ,,kit el 1 92 lir 3U St 114 FR FA 9J IC -1.1 Wf 11.” FR IA =92 00 TU Wt IN Fit SA S111 101 1V WE 1 1 2 .44 i, 0 = 2 4 1 i I ! 2 4 A 1, 312 n e¶, 14 I 6, it ,811C, 111V: AilY13 1 : 69 ,.14416.3) t1 -i 1 t if 1) It I 4 21 i t2: rs 14 1f5 It 0 */ 10 '' 1; 13 14 It I 4 16 tt I,' 11 Li 20 • II 24 .1 Ai to 11, 1 * x .1.1 ;-eL, -4. 2113 11 1 it a . i‘t. 1 r 22 22 :14 A 32 ........... ........ii 11 1 1 11 -..,:-.L....... i IMPORTANT SCHOOL DATES FOP 2019-2020 CALEPAIAR LEGEND 1 AU i41Z51110,1•Zik 40 rmirfa Mt iliallS ii45-44 S",440,3,1111/01111i1 Pi 1110rS moan;el rrzwiniew.Nod.Nap*St1i ,w ,,,,..9.2 z,.,5111or!?.'.-s. e,/1 '''" ,•7• ,id A.-t1 Pimewl'7,'41im4wa Dow :,,,,ec ctral toe wt.,-steams erAmatcr 21 Anon V-Skirl,7 *A 4414-.1.-I ---- I S4 Nralln;:riforwat:so At 1 14,-,;4;TRA 1 OA o MI,,wis.mjj ,-,..$ 3. 414.1 5C14X4 Si ia.71,2LVINOIXE4/1 ,IL_A airman:oak Sawa,* _______ isil••• ,oww,W"111 ,Ve.t.,'v.v.,,fr4z-rozr, WWI.Itrf-emit*17 rd.,soa . 1 lise NW4WW,11W:Alp j Ueag NM. i :0.,212171,,.44 700, 1 , .11,1-,',,I WO 3 rit;it 7*A / / • '' -42,4-.5„-is f:: i litif- ,wo iiirm.nr"4,...,444/oa Futwi 1%.1.71 1 •444,z24 A44,..1 Z TC1401.Ill,‘"..1P1110.".;M All'..".,S 1.11s,•;',',am it 1 0.%twaistr WW:ceoto _,i_ i s. k.-40.7- ,TIA,;:: &intim raff..,-,wkito tco,..,144 r*,17) rie ur,.7-me,- 3:wjet.4-101...MAYS FOIR 2019-?rJ2.• •-,-.-„,,,..,. ,;-.4 , $4$14L*11-* 401,1St42Wi:504,K11 lilexams,tr 411144414 role'14.4 ,0112714.1117*7s, elsit. • 42 1411411.1 it,Flid.$49 •:413/4"..,1 4 11 3rc,Arra...; ,'W.4.912,;:,,,".,1 "%west 7.4Notet.7,X-;. ,,-.1 lat Slit 31.11 1,711114,kroi 14,'COMM 5414:2 DAY'," GRO.1111•1131 111011, 01,-X4iiimottz,A dr namiemeo vet grad"EA): Wnik S40-Arror%7,, #4i1,siaw.Anan e 3Z7C.- -ssix:,•. ?Om art Jill •Ns...,24,''- 144,.": •Amor,:1,,I Zi tkekhr,..ar,Air, NV.,1142,WAWA 44:14 142,4 7 C.,:124,01 SC141 1444 kiz,-.'7,410 tibuwwww,4"...lex trA 4444.W..... 4.143444 IC tnt'21.6Lla.?4,1,,,,,,,,,..141,/t. 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Aro r,"":-.A", ,,,24 t."14 44411444 -*le",;.'2 zoo 7.1-.A.V.2. 4,14P4SuptIspirio 444.11.r. 01203.0006/573081.1 AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTUAL SERVICES This second amendment ("Amendment No. 2") to that certain Agreement For Contract Services Between the City of Rancho Palos Verdes And Sunbeam Consulting, dated February 6, 2018 ("Agreement"), is entered into by and between the City Of Rancho Palos Verdes, a general law city and municipal corporation ("City"), and Sunbeam Solar Technologies, d/b/a Sunbeam Consulting, a California corporation ("Contractor"), and is effective as of the j. jay of August, 2018. RECITALS A. City and Contractor entered into the Agreement, dated February 6, 2018, whereby Contractor agreed to provide Professional School Flagging Services for a Term of one and half (1.5) years, for a not to exceed Contract Sum of$246,974. B. City and Contractor entered into an amendment to the Agreement dated May 1, 2018 ("Amendment No. 1"), expanding the services, extending the Term, and increasing the maximum Contract Sum by $32,172.70 to $279,146.70. C. City and Contractor now desire to further amend the Agreement, as amended, to further expand the Scope of Services, extend the term of the Agreement, and increase the Contract Sum by$21,168 to $300,314.70. TERMS 1. Contract Changes. The Agreement is hereby amended as follow: (deleted text is indicated in strilethreugh and new text in bold italics): (a) Section 2.1, Contract Sum, is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Seventy Nine Thousand One Hundfed Fefty Six Dollars and 70/100 ($279,116.70)Three Hundred Thousand Three Hundred Fourteen Dollars and Seventy Cents ($300,314.70) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." (b) Section 3.4, Term, is amended to read as follows: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceedi g one (1) years from the date hereof through the end of summer school 2019, but no later than August 1, 2019, except as otherwise provided in the Schedule of Performance (Exhibit "D"). City and Consultant may, by mutual 01203.0006/495543.9 1 agreement, and pursuant to approval by the City Council, extend the Term of the Agreement in one-year increments." (c) Exhibit "A," Scope of Services, is hereby replaced in its entirety with the new Exhibit "A," Scope of Services, attached hereto and incorporated herein by this reference. (d) Exhibit"C," Schedule of Compensation, is hereby replaced in its entirety with the new Exhibit "C," Schedule of Compensation, attached hereto and incorporated herein by this reference. (e) Exhibit "D," Schedule of Performance, is hereby replaced in its entirety with the new Exhibit "D", Schedule of Performance, attached hereto and incorporated herein by this reference. (f) Exhibit "D-1," Flagging Operations Schedule, is hereby replaced in its entirety with the new Exhibit "D-1," School Flagging Operations Schedule/PVPUSD 2017-2018 School Year Calendar; 2018 Summer Session Calendar, attached hereto and incorporated herein by this reference. (g) Exhibit"D-2," School Flagging Operations Schedule/PVPUSD 2018-2019 School Year Calendar; 2019 Summer Session Calendar, attached hereto and incorporated herein by this reference, is hereby added. (h) Exhibit "D-3," Flagging Operations Schedule/2018-19 AYSO Soccer Session Calendar, attached hereto and incorporated herein by this reference, is hereby added. 2. Continuing Effect of Agreement. Except as expressly amended by this Amendment No. 2 all other provisions of the Agreement shall remain unchanged and in full force and effect. From and after the effective date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 2, 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. 2, Contractor is not in default of any material term of the Agreement and that there have been no 01203.0006/495543.9 -2- events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment No. 2on 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 Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. 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 tg-I/A-) , Mayor NT: APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP City Attorne • CONTRACTOR: SUNBEAM SOLAR TECHNOLOGIES, dba Sunbeam Consulting, a California corporation By: Qa,V� Name: ALAn, ZSR<dhTV LD? Title: WLs1A�,, 01203.0006/495543.9 -3- By: N : (' SSW' J Title: V/G� ( /xrtlj/fiC j Address: I$( 7 �oc a AV E /// Ee4G-f CA c)CeiS Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0006/495543.9 -4- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of CaliforA1 County of ✓2� 1 1e r4 �65/� ` .�� 'c'-�c, On . before me, 1 Date Here Insert Name and Title of the OftW personally appeared 0-1A- Name(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person( hose name( s/are subscribed to the within instrument and acknowledged to me that he/elle//lacy executed the same in his/laeilfbeir authorized capacity(, and that by its/bef/tfr signature(s) on the instrument the persons 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 ELIZABETH BARRAI paragraph is true and correct. 1 Con ion No.21�7 'tFj, r. 7 NOTARY PUBLIC-CALIFORNIA COUNTY WITNESS my hand and official seal. --' My Comm.Ex NOVEMBER 15,2010 Signature 4-ddlet Place Notary Seal and/or Stamp Above ignature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): 0 Corporate Officer— Title(s): ❑ Partner— 0 Limited 0 General 0 Partner— 0 Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact ❑ Trustee 0 Guardian of Conservator ❑ Trustee 0 Guardian of Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2017 National Notary Association 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 �(Jb T(�1y Q✓IZI�� On 6 I 8 , 2018 before me,1personally appeared P"cp''11124A1 , 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/s14e4they executed the same in his/hcrfthcir authorized capacity(ies), and that by his/lair 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. � ,. RAJ MANCHANDA WITNESS my hand and offi•F�� •1. 24111•"' COMM. #2464251 >.( ;," Notary Public•California c Signature: Z Los Angeles County g ' ,,.•�` _ Mir Comm,Expires Oct.5,2020 1 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/495543.9 5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On , 2018 before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/495543.9 6 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform Professional Flagging Services and Management Oversight Services for the City of Rancho Palos Verdes through June 30, 2019, as follows: A. School Flagging Services. The School Flagging Services shall be performed as follows: 1. Contractor shall reduce traffic congestion occurring during peak school drop-off and pickup times in the vicinity of Miraleste Intermediate School. Flaggers shall direct traffic at the locations designated below in a way that creates a systematic and organized car and pedestrian traffic flow. 2. Two locations will have flaggers. One flagger per location. The locations are the intersection of Palos Verdes Drive East and Via Canada, and the intersection of Palos Verdes Drive East and Miraleste Drive. A map of the two intersections and the approximate location of the two flaggers are attached as Exhibit"A-1." 3. Flaggers shall be dressed in appropriate personal protective equipment, will be identifiable to vehicles and pedestrians, and will have all the equipment required for the Services, including, but not limited to, paddles, cones, signs, and radios for communication between them. 4. Flaggers shall keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. 5. Flaggers will begin setting up and be available to start flagging before the designated start time for their services and will not leave their posts until after their services are no longer required. 6. Consultant shall have available alternates for every day of service in the event that one of the flaggers is not available for some or all of the service required on any given day. 7. Each flagger shall work a minimum of 4 hours per day, and in any event will cover both peak drop off and pickup times, no matter how long the services will be required. 8. The regular school year approximate peak drop-off times are: o Mondays: Drop off times are between 7:00 a.m. to 8:15 a.m., and Pick up times are between 2:00 p.m. to 3:15 p.m. o Tuesday through Friday: Drop off times are between 7:00 a.m. to 8:15 a.m., and Pick up times are between 3:00 p.m. to 4:00 p.m. o Summer school: • School hours Monday to Friday: 8:15 a.m. to 12:30 p.m. 01203.0006/495543.9 7 • Flaggers will be on site approximately from 7:30 a.m. to 8:45 a.m. and from 11:45 a.m. to 1:00 p.m. 9. Notwithstanding the approximate pickup and drop off hours articulated in Task No. (A)(8), above, Contractor shall be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. 10. School Flagging services shall be provided every day that Miraleste Intermediate School is in session from January 2, 2018, through the end of the 2019 Summer Session, unless otherwise directed by City. This will include the regular session for the 2017/2018 and 2018/2019 school years, and the summer session for 2018 and 2019. B. AYSO Flagging Services. Flagging services for the 2018-2019 AYSO season shall be provided as follows: 1. Contractor shall reduce traffic congestion occurring during active times in the vicinity of the Ladera Linda Athletic Facilities during the fall and spring soccer sessions hosted by AYSO. Flagger shall direct traffic at the location designated below in a way that creates a systematic and organized car and pedestrian traffic flow. 2. The location/ intersection will have one flagger. The location is the intersection of Forrestal Drive/Trump National Drive and Palos Verdes Drive South. 3. Flagger shall be dressed in appropriate personal protective equipment, will be identifiable to vehicles and pedestrians. Consultant will provide safety clothing and paddles only. All other equipment required for the Services, including, but not limited to, cones, and signs will be provided by the City. Traffic Control Plans will be provided by the City. 4. Flagger shall keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. 5. Flagger shall begin setting up and be available to start flagging before the designated start time for the services and will not leave his/her post until after the services are no longer required. 6. Contractor shall have available alternates for every day of service in the event that flaggers is not available for some or all of the service required on any given day. 7. Flagger shall work in accordance with the schedule in Task No. (B)(8), below, and in any event will cover active times, no matter how long the services will be required. 8. The soccer season will comprise Fall and Spring Sessions, 14 playing weekends in the Fall Session and 14 playing weekends in the Spring Session. 01203.0006/495543.9 8 o All Saturday sessions for Fall and Spring Sessions will require 8 hours of flagging per day, which includes 30 minutes for set up and breakdown per 8- hour session. o Sunday sessions for the Spring Session will require 3 hours of flagging per day, typically from 9:30 AM to 12:30 PM plus 30 minutes for set up and breakdown per 3-hour session. o Sunday sessions for the Fall Session will require 7 hours of flagging per day, typically 8:30 AM to 4:30 PM,plus 30 minutes for set up and breakdown per 7-hour session. 9. Notwithstanding the approximate pickup and drop off hours articulated in Task No. (B)(8), above, Contractor shall be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. 10. AYSO Flagging Services shall be provided every weekend day that AYSO has sessions in accordance with 8, above, and additional Services may be requested in the event that additional sessions are scheduled by AYSO. C. Management Oversight Services (Optional). If requested by City's Contract Officer, Contractor will provide professional management oversight services to ensure that standards are maintained at all times and adequate weekly status report are produced and provided to City. Additionally, and if requested by City's Contract Officer Contractor shall attend monthly meetings as requested by City. Contractor's representative will met with city staff designated by City's Contract Officer regularly to review the effectiveness of the flagging, discuss any potential improvements, and address any issues that may arise from the general public. Such services, if needed shall be provided at no additional charge. II. Contractor shall provide the following reports to the City as part of the Services under this Agreement: A. Weekly reports indicating that the services were completed without incident, or providing details of any accidents, injuries, or complaints that occurred during the previous week. III. Contractor shall utilize the following personnel to accomplish the Services: A. For professional flagging, Contractor will utilize Curtis Jackson and Donte Morgan, both of whom are American Traffic Safety Services Association (ATSSA) certified, which meets all DOT requirements. The replacement of either of these two individuals with a different flagger is subject to approval by City. All flaggers must possess all required certifications and training to perform the services. 01203.0006/495543.9 9 EXHIBIT "A-1" MAP FLAGGING OPERATION FOR PALOS VERDES DRIVE EAST AND VIA CANADA Location of Flagger at the intersection 1 :. 0000 ,...7 4 e .. A At ' . :jA-_,.„7 ,::,_-•.:--7-.,..,. _ , , :/ :1:12:1'4''' i. ,, ......,. ,, : , , , ._ ....,.. ,AN _ 1014' ft Palos Verdes Drive .. East&Via Canada itt... Position , ... I ' • T -a *46(4% nik: . .11P Flagger in Operation 2 cc cc, • 06 c., 4 c\i I CIS ...,-', . ••• .f-.. ity 7. 41p t.,. . .,...i.1..,. ... .1 ' A . .- • ,4,.. • 8 ',..-2 - it Ito "7 ''`**I),. ,, ' ' 'lik-• a) . 16t, :7,--•% t • 1 41;" cr) '•.s. '' •`-- eAtrs= '' " 4 ' ...„ .......„. , - 0 , - N 04 14'''----- -- . .. ,, =----, „ la ------ ' dim Palos des Drive East and Via Cana- Exhibit A-1 Page 1 EXHIBIT "A-1- m A P A-1"MAP FLAGGING OPERATION FOR PALOS VERDES DRIVE EAST AND MIRALESTE DRIVE Location of Flagger at the intersection YM k -..a Jw/Ra ' _• `' .fig` y a '+. ,T .rte . -' -, /Wf' _� . ��" '":. .. '�` ar `mac �; s tiRra�este.rr ' t. 'i \* -- ':. ' ....-7'.-.4,:.,.....,1414!vo, , ; c tis r rn ( / ; -N� c�; Oil Google.- lik. �._ Flagger in Operation f> •l< 4.h a,+V f "•e � £ x.::::-,...•--,, J.:i•,. G - ]il4r�eVj r 00 I bTOP (al' c. as �: {= 'r w .fit — • cn — 7' moi. _ - may,. i '' n O 03 ,■...+ r Exhibit A-1 Page 2 EXHIBIT "C" SCHEDULE OF COMPENSATION Contractor shall perform the Scope of Services at the following rates. These rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Contractor will only be paid for actual days and hours worked, and will not be entitled to a flat weekly rate. A. 2017-2018 School Year and 2018 Summer Session • Flagging Services: $97.00 /hour • Management Oversight (optional and only if authorized by City's Contract Officer in writing and in advance of such services): $125.00/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,130.00/week. B. 2018-2019 School Year and 2019 Summer Session • Flagging Services: $101.85/hour • Management Oversight (optional and only if authorized by City's Contract Officer in writing and in advance of such services): $131.25/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,336.50/week. C. 2018-2019 AYSO Fall and Spring Sessions • Flagging Services: $56/hour • Fall Session: $56/hour x 15.5 hours/weekend = $ $868/weekend x 14 weeks = $9,408. • Spring Session: $56/hour x 11.5 hours/weekend = $644 weekend x 14 weeks = $12,544. • Management Oversight (optional and only if authorized by City's Contract Officer in writing and in advance of such services): No Charge II. 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. III. The City will compensate Consultant for the Scope of Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all the work performed. B. Line items for all other approved reimbursable expenses claimed, with supporting documentation. 01203.0006/495543.9 10 IV. The total compensation for the Scope of Services shall not exceed $300,314.70, as provided in Section 2.1 of this Agreement. 01203.0006/495543.9 1 1 EXHIBIT "D" SCHEDULE OF PERFORMANCE Contractor shall provide the Scope of Services as follows: A. Miraleste School: Beginning on January 2, 2018, and continuing every day that Miraleste Intermediate School is in session from January 2, 2018, through the end of the 2019 Summer Session, unless otherwise directed by City. This will include the regular session for the 2017/2018 and 2018/2019 school years, and the summer sessions for 2018 and 2019. Services shall be provided on every day that Miraleste Intermediate School is in session, unless otherwise directed by City. The PVPUSD 2017-2018 School Year Calendar and 2018 Summer Session Calendar are attached hereto as Exhibit "D- 1." The PVPUSD 2018-2019 School Year Calendar and 2019 Summer Session calendar are attached hereto as Exhibit "D-2." B. AYSO: Pursuant to Fall and Spring 2018/19 Session schedule provided by AYSO. The preliminary 2018-19 AYSO Soccer Session Calendar is attached hereto as Exhibit "D-3." This calendar may be subject to minor changes. C. Management Oversight Services : If authorized by City's Contract Officer in writing and in advance. II. The Schedule may be revised by City's Contract Officer pursuant to Section 3.2 of this Agreement. 01203.0006/495543 9 12 EXHIBIT "D-1" SCHOOL FLAGGING OPERATIONS SCHEDULE/PVPUSD 2017-2018 SCHOOL YEAR CALENDAR; 2018 SUMMER SESSION CALENDAR PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT—2011.2018 SCHOOL CALENDAR 4 2017 --- kIr21211/7 ___-- S.. ember 2017 October 2017 -- --. NO 11.1 Ab I H 1.k $12 140 11.1 /At is "$ MO 'CU WE 111 FR , - PAO 11.1 WE TH FR . 2 3 se 2 9 vij Cl I 12 8 9 1 4 to * t 1 ij 4 16 1) 1,4 15 111 17 - 19 10 le ,,? 14 15 14 15 16 11 '2 18 19 21 72 20 71 22 c21it 1, 24 25) 714 1? se -, 20 27 23 1 ?3 ' 7.' • 2 '1 . .. *,- .. 23 24 2523 2"; 26 420 29 30 74 ' 27 711 30 21) ' 3' 30 31 7*44111166‘ .., 4..... .U14111111111111111111111111111111 s Ill= 17 Zair.....4........A S1.1 NO Tt WE TO. FR IA • F TH FR SA , NO ru WE TH FR SA SU 1412 no WE TH FR SA t 2 3 4 1 2 1 1 7 3 4 5 6 1 2 3 1. 3 7 0 9 r-i.ii „ 3 4 6 8 908 9 10 11 12 13 0 5 8 "i' E 11 IC - 12 1 IA 13 16 17 10 10 1 12 '1 1015 IF ,.) t5, I.:, 1? 19 19 3* 111) 12 13 14 15 * t 7 19 2/1 2 t ( *22 33 pm is 17 0 tio 20 1711 23 CI 22 13 (DC> 46—) 23 ' 1 74 71n 2* 71 22 , zi (ie)(32) 3* , : z, i n 21 1 1 i , 3.0 , 74 11 POI 7* 77 76 _ '--- I ,I March 2018 . 11201$ 2018 Aisne 2018 su ma Tu WE CH FR SA SU MO TU WE TH FR SA EU IV TU WE TN FR 4* 3535 MO TU WE TN FR SA 1 7 3 it 7 1 4 3 16f t i 7 3, II 3 1 2 4 t4,....$1 9 10 9 it) it 1: /3 14 ‘. .11 , 8 9 10 11 12 0,..! s 8 6 VT 1 i CIO 12 13 14 11 14 1/ 40. 14 17 ta 19 23 21 40 14 15 16 17 18 19 c. 11 12 11 14 ,s ltj irl 19 70 21 22 23 24 (1? 23 24 ?s,5 745 27 2$ if 22 23 74 V'S 26 17 is 19 ,• 71 12 73 Ila‘r 27 24 29 P30 11 Gli 30 f- 24J 20 10 31 94 73 21i Zr 211 *, SE IMPORTANT SCHOOL DATES FOR 2017-2018 (Ai i NOAR LEGEND 1.1141,1810411100101,•"VW*P4019.AM +Gel SC:400i.RT IVG PEACOS,CPJAATIOLISS JAI. W : My:warm Sto1/40 i PkGihr• I 1st 4419.4*n clidviti.V Usgss4*43404-". ,,vt PauellOotiksforta rAlot I* • liwtdarit 4 $4 21 faralks04 123.IMMO 3t.* Ochs*.34.. ..op 14 ...",14./..r.C44 S.S*44,4.. 4 t',soft Memo no is allio$131.744011 loll And Sty 21 Inarrit 111 &tit- 4p4 • 14,..1., diszoni a wean 10 12> 11181104s r----] 1..1.41 tiliktilv Aft 641 Pasood Carearemas DWI 4.4044/1040424.INEtit zit A ex Amp**vicoS IM itArwair•C Slhodkim FALL 41i CAST RATON 0 sok mpg svga vosstrrssirt dirt 1140.1144,.4),room 4.1111 „,-,„,„,—— — iiiiii fPiwtvrarnt,St a tter,t PitaketiliCt • F tit liewwwwir-Alltairy 1 i IS V IOW Drailagnam Day 01111 • Powniwasv.Aural X4**0166,1141•Ile 40 facend 94.41941.-AM.,t.•, [ , itsibe M.Litt. ii lastarsvi Fille Div • Aver.ceitsy Alan Nadal 641,PM . liar 444 Day • ottiarsesamy.Assisi*23 ipes IP*.•16413 117REPCNC711419$11410011 ctnitak VI Rik 11TS 1'i sisttessw,Nsis tar 1%LINN/P*c64,44`ft rix Cecirtased Suit itil Om.ail 0111111110 im Ibrosset 121-Slevembow ZZ -- r11181-0./k,7 OF Solg1111/011041 2,4E1 11,0,440041411,lt-Norch 2 IlAr4tra a on Or,er*** .440 411,91111.11tis itt-12) 1rd IWO$-lome 7 SCHOOL HOLIDAYS FOR 2017-2018 40 lAcrvIaly,Ai.sp4 341 ELE110/11140“10C340C4.PAN01117 CONFIEPIENCE CATS 1'...41" li,t,t MI v irftraclass Dicsmtev 211 2Tel r 10011n OAT 00 CtAitate.COMES Twk,17 4.110.....dot.thii*fs,wafts 1W,5( .14.Outlets Doe LAttionis slemellay Otaav*airs, 10111sionArs stay stasollast 41$1dso 1 -12) 41, pe....**,74,79 1 36 a.*i 41ift6 I tnokey Awsiot t e 38'? /fitibow Ularsirrobia.Ak,;VII—t Orli • 72ass***1.As ? CA Asivissig•Ow atesname Howls MIEN Vik INAIIE IC H(XIL PARE tit 1:001f E WOO:E EA V S CI114DUA'100* 114711111EGIA1E 11010CIL 411101*.rt Art s‘hsoste tst grads,**1 Vistdiar ININMAINer 4,1,Di7 Weak" lanuav 1 IWO 81,1olvtim on cisy sche4the kw woke‘41 • 400004.0441.Jimr.ory 74 coax Der Isso%Ames Oaf .V/Hrouley Juno 4-Gook.$ • i4ur.44, ..1.1..1 25 /finny 1,4mordier 9 Pr 7 .....444,alrfolift 1$'to cot Art 1)4-0:014-0.4041110140/39, SACK ra SC.1.0,1t,10•3041' Yoosiirs OuvOtoovaPoo Mier,t1$'K1 .1., (N..fall tligy Va.esieS vo41 go14st41 ti,It*.§...‘40...140144ed 1. ThieWity.Axe P-<lade 12 44,mit ctolv Anis tax*toNINNO...111t, , p...norter 23,apt? *wt., Isle/warp'0.ZVI t PliCtil iAlothiti L.1991 lloS, I/I ortOs fo,$"Own tsar 7 tosimutiv14 f)01 ',-,41464418:I.ViCiair0030 a Pao*%Inks Peinissula 341 014 4,4 rt....o.44.,1144.4s.tot 140...we.. 4.0..4,4*MI 11114, ,1 I,AN 9 t2 It.a viscis I,SeLtttrt bey 319 re171/17110"044#41 f,is,,..Merneie P4 AP' A.,E0 4AKtIr, nifty Ape o 70114-..mmo wagoirmi, .4.12********141,,12*****stssv r 910111/194 IMAM Mot AA.* 21" -1 1 Fliday asuirstisso Zi.,,2I)17 -.144 61111111110,lift 24 217111 Wistiell/W, Co,or.bar ill ' )s,...* .1214 twooktir. usesirte tuip Steloyermook *4.-*2.4 431 201*&Witt*9841191014-TurTATIvE Grattm A a Jura 11111,1114,1)111111111411W tarig,i., t ow imrellow Pt.)6,/ 1:).ralom 4,2 J.eva/1-konv Se TENTATIVE .4.14N0 Nam.1.*****0......14........mik 01114ealS4 114.40.4..4...04 4,0,arts,**VIVI 11 01203.0006/495543.9 13 2018 Summer School Schedule Summo[.Schoo[•Intermediate Programs Grades 6-8 Intermediate Programs Grades 6 - 8 PVPSS-PEP:Grades 6- 8 For additional course descriptions,questions aid registration please visit:mum= Wks: June 18-July 13(No school July 4th holiday) I Monday-Friday lime: 8:30am 17:00 pm Loc.Miraleste QSeito s: (310)378-86951 help@pvosscom 01203.0006/495543.9 14 EXHIBIT "D-2" SCHOOL FLAGGING OPERATIONS SCHEDULE/PVPUSD 2018-2019 SCHOOL YEAR CALENDAR; 2019 SUMMER SESSION CALENDAR (to be added when available) 01203.0006/495543.9 15 PALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT—2018-2019 SCHOOL CALENDAR July 2018 August 2018 September 2018 October 2018 SU MO TU WE TH FR SA SU MO TU WE TH FR SA SU MO TU WE TH FR SA SU MO TU WE TH FR SA 1 2 3 4 5 6 7 1 2 3 4 1 1 2 3 4 5 6 8 9 10 11 12 13 14 5 6 7 8 9 10 11 2 3 4 5 6 7 8 7 8 9 10 11 12 13 • 15 16 17 18 19 20 21 12 13 14 15 16 18 9 10 11 12 13 14 15 14 15 16 17 18 19 20 22 23 24 25 26 27 28 19 20 0 21 #22 23 24 25 ' 16 17 18 19 20 21 22 21 22 23 24 25 26 27 29 30 31 26 27 28 29 30 31 23 24 25 26 27 28 29 28 29 30 31 30 November 2018 December 2018 January 2019 February 2019 SU MO TU WE TH FR SA SU MO TU WE TH FR SA , SU MO TU WE TH FR SA SU MO TU WE TH FR SA 1 2 3 1 • 1 2 3 4 5 1 2 4 5 6 7 8 9 10 2 3 000 7 8 6 7 8 9 10 11 12 3 4 5 6 7 8 9 11 12 13 14 15 #16 17 9 10 11 12 13 14 15 13 14 15 0® 18 19 10 11 12 13 14 15 16 18 19 20 21 22 [23] 24 16 17 18 19 20 #21 22 20 21 ( 22 23 24 25 26 17 118 19 20 21 22 23 25 26 27 28 29 30 23 [24] 25 26 27 28 29 27 28 29 30 31 24 25 26 27 28 30 [31] March 2019 April 2019 May 2019 June 2019 SU MO TU WE TH FR SA SU MO TU WE TH FR SA SU MO TU WE TH FR SA SUS MO TU WE TH FR SA 1 2 1 2 3 4 [5] 6 1 2 3 4 1 . 3 4 5 6 CD 8 9 7 8 9 10 11 12 13 5 6 7 8 9 10 11 2 3 4 5 #6 8 10 11 12 13 14 15 16 14 15 16 17 18 19 20 12 13 14 15 16 17 18 ' 9 10 11 12 13 14 15 17 18 19 20 21 22 23 21 22 23 24 25 26 27 19 20 21 22 23 #24 25 , 16 17 18 19 20 21 22 24 25 26 27 28 #29 30 28 29 30 26 27 28 29 30 31 ; 23 24 25 26 27 28 29 31 30 a IMPORTANT SCHOOL DATES FOR 2018-2019 CALENDAR LEGEND FALL REGISTRATION @ PVPHS,PVHS,RDMHS HIGH SCHOOL REPORTING PERIODS(QUARTERS) , 0 (Programs,Student Picture/ID) 1st: August 22–October 26 K-5 Parent Conference Days Legal Holiday 2nd: October 29–January 18 (Minimum Day Schedule) • Tuesday,August 14(grades 9-12)–PVPHS 3rd: January 22–March 29 • Tuesday,August 14(grades 9-12)–PVHS 4th: April 8–June 6 '6-8 Parent Conference Days [ ] : Local Holiday ,Q • Wednesday,August 22(grades 10-12)–RDMHS HIGH SCHOOL SEMESTER EXAMINATIONS (Minimum Day Schedule) *Optional Day — (Minimum day schedule for grades 9-12) Staff Development Day FALL REGISTRATION @ MIS,PVIS,RIS • First Semester–January 16-18 Break Periods O;Student Free Day Check school's Web site for registration information • Second Semester–June 4-6 Staff Work Day SCHOOL REPORTING PERIODS(TRIMESTERS) PR 8th Grade) # TK-12 Minimum Day • Pre&Post Service days for Certificated Staff FIRST DAY OF INSTRUCTION (TK through 9 t (Minimum day schedule for grades TK-12) 1st: August 22–November 16 —' • Wednesday,August 22 2nd: November 26–March 1 3rd: March 4–June 6 SCHOOL HOLIDAYS FOR 2018-2019 LAST DAY OF CLASSES–GRADES TK-12 ELEMENTARY SCHOOL PARENT CONFERENCE DAYS Wednesday,July 4,2018 Monday,December 31,2018 (Minimum day schedule for grades TK-12) (Minimum day schedule for grades TK-5) Independence Day Local Holiday • Thursday,June 6 • December 4,5,&6 and March 7 Friday,August 10,2018 Tuesday,January 1,2019 CA Admission Day New Year's Day GRADUATION–INTERMEDIATE SCHOOL INTERMEDIATE SCHOOL PARENT CONFERENCE DAYS (Minimum day schedule for grades 6-8) (Minimum day schedule for grades 6-8) Monday,September 3,2018 Monday,January 21,2019 Labor Day Martin Luther King,Jr.'s Day • • Wednesday,June 5–Grade 8 Wednesday,January 16 • Thursday,January 17 Monday,November 12,2018 Monday,February 11,2019 GRADUATION–HIGH SCHOOL Veterans Day Observance Lincoln's Birthday Observance • Thursday,June 6–Grade 12 BACK–TO–SCHOOL NIGHT Palos Verdes 6:00 PM (Minimum day schedules will prevail at the level Thursday,November 22,2018 Monday,February 18,2019 Palos Verdes Peninsula 6:00 PM designated on the day AFTER back-to-school night) Thanksgiving Day Presidents'Day/ Rancho del Mar 10:00 AM TK-5: Thursday,September 6 Washington's Birthday Observance 6-8: Thursday,September 13 Friday,November 23,2018 BREAK PERIODS 9-12: Thursday,September 20(PVHS and PVPHS) Local Holiday Friday,April 5,2019 Thanksgiving Break: November 19-23,2018 10-12:Thursday,September 27(RDMHS) Local Holiday Monday,December 24,2018 Winter Break: December 24,2018–January 4,2019 2019 SUMMER SESSION–TENTATIVE Local Holiday Monday.May 27,2019 Spring Break: April 1-5,2019 Grades K-8: June 17–July 12 Memorial Day Grades 9-12:June 17–July 26 Tuesday,December 25,2018 Christmas Day Parent Calendar 4-25-2018 Board Approved 4-26-2018 Posted,6-11-2018 Revised EXHIBIT "D-3" FLAGGING OPERATIONS SCHEDULE/2018-19 AYSO SOCCER SESSION CALENDAR (may be subject to minor changes) 01203.0006/495543.9 16 2018 . January February March April May June Su I Mo Tu i Wei Thi Fr_Sa 8u Mot Tu IWei Th j Fr I Sa Sul Mai Tu Wel Th 1 Fr I Sa Sul M o l Tu_We Th I Fr Sa Su I Moi Tu Wel Th_Fr I Sa Su I Mo Tu IWei Th_Fr I Sa 1 2 3 4 5 8 1 2 3 1 2 3 1 2 3 4 5 6 7 1 2 3 4 5 1 2 7 8 9 10 11 12 13 4 5 6 7 8 9 10 4 5 5 7 8 9 10 8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 id 15 16 17 18 19 20 11 12 13 14 15 16 17 11 12 13 14 15 16 17 15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 14 15 16 21 22 23 24 25 26 27 18 19 20 21 22 23 24 18 19 20 21 22 23 24 22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 21 22 23 28 29 30 31 25 26 27 28 25 26 2 7 28 29 30 31 29 30 27 28 29 30 31 24 25 26 27 28 29 30 *CIE ii,d-e.e.,k, A- ..4- J:6 July August September _ October November December Sul Moi Tu bare Th_Fr jSa Su Idol Tu lWel Th Sa Sul WI Tu We_Th_ Fr Sa Su Mo Tu IWe Th I Fr_Sa Su I bio Tu We Th l Fr I Sa Su I Moi Tu iWei Th i Fr I Sa 1 2 3 4 5 6 7 1 3 4 1 1 2 3 4 5 6 1 2 3 1 8 9 10 11 12 13 14 5 6 7 9 10 11 2 3 4 5 6 7 8 7 8 0 10 11 12 134 5 6 7 8 9 10 17, 2 3 4 5 6 7 8 15 16 17 18 19 20 21 12 13 1f'15 16 17 18 1 9 10 11 12 13 14 15 14 15 16 17 18 19 20 1bii 12 13 14 15 16 17 13 9 10 11 12 13 14 15 22 23 24 25 26 27 28 19 1 22 23 24 25 2 16 17 18 19 20 21 22 21 22 23 24 25 26 27 11 16 19 20 21 22 23 24 1 q 16 17 18 19 20 21 22 29 30 31 26 28 29 30 31 23 24 25 26 27 28 29 28 29 30 31 ... 25 26 27 28 29 30 x'23 24 26 26 27 28 29 30 30 31 51w-S.- - - - • - Total of 28 weeks. 14 weeks in 2018 and 14 weeks in 2019. Games begin 9/8/18 and end on 5/26/19. 2019 No games the last 2 weeks in Dec, no games in Jan and no games the first 2 weeks in Feb. No games on Thanksgiving or Easter weekends. January February March April May June Su I Mb Tu IWel Th Sa Su MCI Tu'Wel Thi Fr I Sa Sul Mal Tu Wel Th Fr Sa Su Mol Tu_Wei Thl Fr I Sa Su I Mai Tu_We Th Fr_8a Su Mol Tu 1Wel Th I Fr I Sa 1 2 4 5 1 2 1 2 1 2 3 4 5 6 1 2 3 4 1 6 7 8 9 10 11 12 —" 3 4 5 6 7 8 9 1j 3 4 5 6 7 8 9 72 7 8 9 10 11 12 13 Z, 5 6 7 8 9 10 11 2 3 4 5 6 7 8 13 14 15 6 17 18 19 10 11 12 13 14 15 16 10 11 12 13 14 15 16 2)14 15 16 17 18 19 20 12 13 14 15 16 17 18 9 10 11 12 13 14 15 20 21 23 24 25 26 /ç17 18 19 20 21 22 23 15 17 18 19 20 21 22 23 -" 21 22 23 24 25 26 27 Z 19 20 21 22 23 24 25 16 17 18 19 20 21 22 27 29 30 31 , 24 25 26 27 28 x0 24 25 266 27 28 29 30 . 282930 26 27 28 29 30 31 23 24 25 26 27 2829 21131 30 July August September October November December Su l blo Tu lWe_Th Fr Sa i Su_Mo.Tu Wel Th Fr Sa Sul Mol Tu We Th Fr Sa 'Su'Mo TuiWe Th_ Fr Si Su lblol Tu!Wel Th_Fr_Sa Su l h'lo Tu IWel Th I Fr I Sa 1 2 3 4 5 6 1 2 3 1 2 3 4 5 6 7 1 2 3 4 5 1 2 1 2 3 4 5 6 7 7 8 9 10 11 12 13 4 5 6 7 8 9 10 8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 8 9 10 11 12 13 14 14 15 16 17 18 19 20 11 12 13 14 15 16 17 15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 14 15 16 15 16 17 18 19 20 21 21 222324252327 18 19 20 21 22 23 24 222324252E32728 2021 22 23 24 25 28 17 18 19 20 21 2223 22 23 24 25 26 27 28 28 29 30 31 25 26 27 28 29 30 31 2930 27 28 29 30 31 24252627282930 29 30 31 AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES This AMENDMENT NO. 1 ("Amendment No. 1") to that certain "AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHp PALO VERDES AND SUNBEAM CONSULTING"("Agreement")is effective as of the I 5id4 of # 2018. RECITALS A. City and SUNBEAM SOLAR TECHNOLOGIES, dba SUNBEAM CONSULTING, a California corporation ("Contractor"), entered into the Agreement, dated February 6, 2018, whereby Contractor agreed to provide Professional School Flagging Services. B. City and Contractor now desire to amend the Agreement to expand the scope of services, extend the term of the Agreement, and increase the Contract Sum. TERMS 1. Contract Changes. The Agreement is hereby amended as provided hereinbelow (deleted text is indicated in strikethr-eitgh and new text in bold italics): (a) Section 2.1, Contract Sum, is hereby amended to read as follows: "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two - . : : • : *: ; : . ; : • - • : • : : " - . ! ; - ($24659.74) Two Hundred Seventy Nine Thousand One Hundred Forty Six Dollars and 70/100 ($279,146.70) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." (b) Exhibit "A", Scope of Services, is hereby replaced in its entirety with the new Exhibit "A", Scope of Services, attached hereto. (c) Exhibit "B", Special Requirements, is hereby replaced in its entirety with the new Exhibit"B", Special Requirements, attached hereto. (d) Exhibit "C", Schedule of Compensation, is hereby replaced in its entirety with the new Exhibit"C",Schedule of Compensation,attached hereto. (e) Exhibit"D",Schedule of Performance,is hereby replaced in its entirety with the new Exhibit"D", Schedule of Performance, attached hereto. 2. Continuing Effect of Agreement. Except as expressly amended by this Amendment No. 1,all other provisions of the Agreement shall remain unchanged and in full force and effect. From and after the effective 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. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment 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 Now. 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. 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 Agreement on behalf of said party, (iii) by so executing this Amendment No. 1, 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] 01203.0006/464083.2 -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 OP ,., , / Mayor ATIES L'ES' Illi 4110‘ ..alirit Ci v NMI APPROVED-AS TO FORM: ALESHIRE & WYNDER, LLP City Attorne6jA/ ------- CONTRACTOR: SUNBEAM SOLAR TECHNOLOGIES, dba SUNBEAM CONSULTING a California corporation c61,0d ' By: 0 Name: ALAN -& ,Ni-v —r Title: ke--&.b8:kir By: EXP7 e: C Ilia (L.-- Title: Address: 0/ ¶ 400-Vj-1- Lins- Vz a c, _ ( i - 7(7&f Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0006/4640832 -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 ANGELE .4-0/44 .2 1Z1(14e- On ' 43.ii ,2018 befor- urf ,personally appeared proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/aFe-subscribed to re within instrument arid acknowledged to me that heAsheAhey executed the same in hisCherAheif authorized capacity(ies) and that by hisalerAheir-signature(s) on the instrument the person($, or the entity upon behalf of which the person(eracted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragra h is true and correct. ELIZABETH IBARRA ;--.' WITNESS m.,,land and official seal. Commission No.2133167 N dvi Signature: ' /)-(JAA/A-} '' NOTARY PUBLIC-CAUFORMA ORANGE COUNTY Comm Expires NOVEMBER 15,201B .......-- 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 El CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) [11 PARTNER(S) Cl LIMITED Ej GENERAL NUMBER OF PAGES LI ATTORNEY-IN-FACT LI TRUSTEE(S) LI GUARDIAN/CONSERVATOR LI OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/4640832 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2018 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:a-eQ 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 0 INDIVIDUAL 0 CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) PARTNER(S) LIMITED GENERAL NUMBER OF PAGES 0 ATTORNEY-IN-FACT TRUSTEE(S) LI GUARDIAN/CONSERVATOR Li OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/464083.2 CALIFORNIA • ALL-PURPOSE ACKNOWLEDGMENT - CML CODE § 1189 C ,��.�v�. c�cea�� .laC�. .�av�� ����.cGe.- w�at.�aL� ,i-�L�<a ceac e:Y-:a c .. .�G !a�.u..�•r lsic 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/l)S 1YYlt-daS ) On /291 v/0-61sme,/294/9/i4l / �C� ^ // 1"h it C,_, before �C>1���d �� v��� Dae Here Insert ame and Title of the Officer cer f personally appeared /Qfl 5y--aai-ved. . Name(s) of Signer(s) , who proved to me on the basis of satisfactory evidence to be the persor0 whose name are subscribed to the within instrument and acknowledged to me that' e/they executed th same in li'her/their authorized capaci i), and that byjher/their signatur on the instrument the person , or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the'laws of the State of California that the foregoing paragraph is true and correct. MONICA ISABELA ISORDIA WITNESS my hand and official seal. Notary Public-California 1 _ir~ Los Angeles County . '' C • `" ommission 2233154 Sig tore %— My Comm.Expires Mar 4,2022 Sia-lure of Notary 'u. Ic • • Place Notary Seal Above . OPTIONAL . Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document p�, • Title or Type of Document: i1 reart-` f t- COM-rck e i_vct I Sb%,t C2 S Document Date: /4a-7_Fjl2J Number of Pages: • Signer(s) Other Than Named Above: /7 i)--LQ. Gapacity(ies) ClaiRned by igner(s) Signer's Name: a h O rm.4-Ive Signer's Name: _corporate Officer — Title(s):pr Si . -f- ❑Corporate Officer — Title(s): ❑ Partner — ❑Limited ❑General . ❑ Partner — ❑ Limited Cl General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ' ❑ Other: Signer Is Representing: Signer Is Representing: - ea v,y, ,c�e�e�-:,c-e�snY.c�e�a�c�.�c�eL,(4 .. ,e.4,,,,�c�c�.vc,,e�e�e,,,,< e ,eW.SL.g� c�c�.�.�c�c ,,,c�W.,: e- ©2016 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform Professional School Flagging Services and Management Oversight Services for the City of Rancho Palos Verdes from January 2, 2018, to the end of the 2019 Summer Session. A map of two intersections and the approximate location of the two flaggers are attached as Exhibit "A-1." A. School Flagging Services. The School Flagging Services will be performed as follows: • The purpose of these services is to reduce traffic congestion occurring during peak school drop-off and pickup times in the vicinity of Miraleste Intermediate School. Flaggers shall direct traffic at the locations designated below in a way that creates a systematic and organized car and pedestrian traffic flow. • Two locations will have flaggers. One flagger per location. The locations are the intersection of Palos Verdes Drive East and Via Canada, and the intersection of Palos Verdes Drive East and Miraleste Drive. • Flaggers will be dressed in appropriate personal protective equipment, will be identifiable to vehicles and pedestrians, and will have all the equipment required for the Services, including, but not limited to,paddles, cones, signs, and radios for communication between them. • Flaggers will keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. • Flaggers will begin setting up and be available to start flagging before the designated start time for their services and will not leave their posts until after their services are no longer required. • Consultant will have available alternates for every day of service in the event that one of the flaggers is not available for some or all of the service required on any given day. • Each flagger will work a minimum of 4 hours per day, and in any event will cover both peak drop off and pickup times, no matter how long the services will be required. • The regular school year approximate peak drop-off times are: o Mondays: Drop off times are between 7:00 AM to 8:15 PM, and Pick up times are between 2:00 PM to 3:15 PM o Tuesday through Friday: Drop off times are between 7:00 AM to 8:15 PM, and Pick up times are between 3:00 PM to 4:00 PM • Summer school: o School Hours Monday to Friday: 8:15 AM to 12:30 PM. o Flaggers will be on site approximately: 7:30 AM to 8:45 AM and from 11:45 AM to 1 PM 01203.0006/4640832 However, Consultant will be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. • The services will be provided every day that Miraleste Intermediate School is in session from January 2, 2018, through the end of the 2019 Summer Session, unless otherwise directed by City. This.will include the regular session for the 2017/2018 and 2018/2019 school years, and the summer session for 2018 and 2019. B. Management Oversight Services. Consultant will provide professional management oversight services to ensure that standards are maintained at all times and adequate weekly status report are produced and provided to the City. Additionally, Consultant shall attend monthly meetings as requested by the City. • Consultant's representative will met with city staff regularly to review the effectiveness of the flagging, discuss any potential improvements, and address any issues that may arise from the general public or the school. II. Consultant shall provide the following reports to the City as part of the Services under this Agreement: A. Weekly reports indicating that the services were completed without incident, or providing details of any accidents, injuries, or complaints that occurred during the previous week. III. Consultant will utilize the following personnel to accomplish the Services: A. For professional flagging, Consultant will utilize Curtis Jackson and Donte Morgan,both of whom are American Traffic Safety Services Association(ATSSA) certified, which meets all DOT requirements. The replacement of either of these two individuals with a different flagger is subject to approval by the City. All flagger must possess all required certifications and training to perform the services. B. For professional management oversight, Jim Pugh • 01203.0006/464083.2 EXHIBIT "A-1" FLAGGING OPERATION FOR PALOS VERDES DRIVE EAST AND VIA CANADA Location of Fla: :er at the intersection g,; � � ,..,gym ter . 77 Fia ;er in Oseration '' ' '4'''''''' '''-''-*-4:,-'''=")H, : ,--,.' . ,,,, ,,,,:,.* , r f a Pates Vies Ne East V z: r.:.; 01203.0006/464083.2 FLAGGING OPERATION FOR PALOS VERDES DRIVE EAST AND MIRALESTE DRIVE Location of Flader at the intersection w 1. ; ''- -,,,,,, , ,, i 1 -=,.... -4- 0 '- olvir t.,,,,-:. it?„, f 34s� °t J M+ ,A; ':•:•'4 - /' '-...:,-,1' --g. 't Z '' , Flag ein taper ati r- a°r-1 ' ''' ';'It'": ' '' - .'" fli p ?.?..,, , s .... , , , s u — .. , . c.4 ........t..„. . .„ ...,- .., , , :,„? „ , , ..,,,......_ -;-,. , ._.. ..„,, ,, ,,,_ fa a 2 . -E: „`est rd i ",t.LIT_ 01203.0006/464083.2 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.10, California Labor Law, is hereby added to the Agreement and shall read in its entirety as follows: If the Scope of Services includes any"public work"or"maintenance work,"as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars($200)for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776,which requires Contractor and each subcontractor to:keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. 01203.0006/464083.2 (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (f) Eight-Hour Work Day. Contractor acknowledges that eight(8)hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty(40)hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work perfoimed by employees of Contractor in excess of eight (8) hours per day, and forty(40)hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(1Y2) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." Contractor's Authorized Initials Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7,Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers 01203.0006/464083.2 the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. H. Sections 5.1, "Insurance Coverages," and Section 5.2, "General Insurance Requirements," are hereby replaced in their entirety with the following: 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO"insured contract"language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (0 Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 01203.0006/464083.2 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. 01203.0006/4640832 (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Notice of cancellation. Consultant 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. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. 01203.0006/464083.2 (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. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's perfoimance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. III. Section 5.4, "Sufficiency of Insurer," is hereby deleted in its entirety. 01203.0006/464083.2 EXHIBIT"C" SCHEDULE OF COMPENSATION Consultant shall perform the following Services at the following rates.These rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Consultant will only be paid for actual days and hours worked,and will not be entitled to a flat weekly rate. A. 2017-2018 School Year and 2018 Summer Session • Flagging Services: $97.00 /hour • Management Oversight: $125.00/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,130.00/week. B. 2018-2019 School Year and 2019 Summer Session • Flagging Services: $101.85/hour • Management Oversight: $131.25/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is $4,336.50/week. II. 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. 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 the work performed. B. Line items for all other approved reimbursable expenses claimed, with supporting documentation. IV. The total compensation for the Services shall not exceed $279,146.70, as provided in Section 2.1 of this Agreement. 01203.0006/464083.2 EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall provide flagging services beginning on January 2, 2018, and continuing every day that Miraleste Intermediate School is in session from January 2, 2018, through the end of the 2019 Summer Session, unless otherwise directed by City. This will include the regular session for the 2017/2018 and 2018/2019 school years,and the summer sessions for 2018 and 2019. Services shall be provided on every day that Miraleste Intermediate School is in session, unless otherwise directed by City. The PVPUSD 2017-2018 School Year Calendar and 2018 Summer School Schedule s are attached hereto as Exhibit "D-1." The PVPUSD 2018-2019 School Year Calendar, and 2019 Summer Session calendar, shall be incorporated herein by reference at such time as it is completed by the PVPUSD. II. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this Agreement. 01203.0006/464083.2 svERDEosALp peaNsulA uNFED soca. wja- SCHOOL CALENDAR DiEsxhibit20D17--2018 1 2017/ 2018 PVPUSD School Calendar 2017 . 12017 September 2647 October 2017 su NO r4 WE TH FR SA , SU MO TU WE TH FR SA'U MO rd WE Di IR SA ' U MO 113 WE -111 19 SA 4 5 1 2 a 3t s I 2 ; 5 1 2 3 3 5 6 7 2 3 '1 1 E 7 5 1i 6 7 5 9 10 11 11 ' 3 "1 5 6 7 5 5 '. 5 9 13 11 17 13 '14 [ 2 '2 11 17. 13 74 95 13 14, 15 16 17 18 99 10 11 12 13 1ta t,5 16 5 15 '5 17 14 19 112 21 1 ' 16' t7 IS 1.2 22 21 12 .3 21 n 00 0 25 V 78 19 27 ST 12 21 22 13 24 15 N 27 3 23 114 25 26 17 25 1.9 V 422 3 24 31 23 15 25 27 73 29 34 29 33 31 Vr''',.-- .1,'.i.• i 2 1 ,„,,,,,,,L-2,,,,,,,.„.--2,T1 415.5 e. -05; C.1....r.........,,,,,..1.33.....,Ir......V.t.,-,.. u MO 11.1 WE TH FR SA 6 SU 910 Pi 1E TH FR SA 1 SU 110 171 WE IR fa 111A ', SU 10 rd WE TH 31 SA 1 , . 1 2 3 3 • ' 2 ' 1 2 a 4 5 6 '5,4' 1 2 3 1 5 6 7 5 9 [10 1 71 : 3 a 5 E. 7 5 9 .; 7 a 9 10 11 12 13 , 4 5 3 7 8 2 122 11 13 13 15 16 17 TB ", *.-:a '1 12 13 14 et; 15 % u 15 16 17 18 19 16 ''' it 72 13 13 15 16 77 , 15 3 21 311 3 r241 15 17 15 3 2021 [921 13 ; 21 22 :3 ecy® 17 i Mt ri 22 2.1 'fl 23 14 5 26 27 2®10(21-'1 .. 24 3 25 V 53 0E9 35 22 79 13 31 25 26 27 25 : ' 31 Jute 2018 -,... su vo ra• WE TH FR SA SI; MO TU WE TH FR SA ". SU WO 171 WE TH FR SA 1'SOS NO 111 WE TH FR SA I 1 2 3 1 7 1 4 55.1 7; I " 5 2 3 4 S i 1 2 4 5 5 705 3 5 9 12 11 12 13 13 t 6 7531511 12 '5 3 1 5 I r cl'i 9 • " ___ 11 71 13 14 15 76 17 15 IS 17 19 19 IS 21 13 13 15 16 17 18 19 19 11 12 13 13 75 14 1 15 19 11 21 3 23 24 22 23 24 25 25 r 24 , za :, 22 73 3 *3 3 t7 3 19 NI 21 22 n 25 76 27 3 3 41 31 3 20 7.7 262$ 33 31 4 23 25 26 17 26 3 311 .----- IMPORTANT SCHOOL DATES FOR 2017-2018 CALENDAR LEGEND ii,joii,c at Renerse PER jam pximuess. ' FALL WESISIEtATICM#2MPeal PVMS.ACM 1t S- r-7 V.mmtrans,Smartern Piasze,10 sAvaL2MIOestaber 27 - •*Maw/.AmMeM 21 Wades SAM-PVPIN3 Zed: 023243e%9-tanuary 11 I *TUES112).Aig==Wades ittl-P`VIS 2aml. .41VililfY 62-N2f06 IF • MP: Agri I-Jade T Mtentizy,August 21 wades 31-121-RCM H Er ,joh, 3-is'FarettC,e,le_,..._Days I 1 _zczo 714,,matt r HON 3CATCL*Esc-al-FA ELlittlatA7IONS .111, titartas:MN.-340ate, laniMUTI,=11 orterstae tar wades FALL-REGISTRATION ilp NIL PAS RIS ' I am?2evemovvr1 EMI [Feeprarrm.4tudera PLearerMI • Rem'.Setemu-.17tuary 17-M •SiterNeseze,Maps=:23 Maras 341--15-NO • Stomata Semester-twee E-T LI Seem,E33:43 . nom%Fmx Jae •Ifettertaay,Aamcz 21:42-43tes e-a i-EVIE ' 1 1 332:213mm 3trt •flarratratay,ettrams:n Moats Mill-PIS 2C-M031..REPORTAIS P0FF3F %PM:MESTER% # 7X--,7.latemor nem C1--,,3.........,_.,...„:Ma CaNZEM•3 SUIT I ,MK thraamh MP Gratlet 1st Araptrac a-Wave/diet 22 RAs-7 LAY OF INSTRUCTION VW: POrnitto er 77 alardoi 2 Minium day starmeute tr prwrs 7K-12% arm Nana%1-Moe T SCHOOL HOLIDAYS FOR 2017-2010 *fecor6-y.Julius:23 ELM:la-TART SCNOCM PAP-IT 0121IFENEACE DAVE ',atm:M..42-:.22- 7trAtry LV:rmar%24'217 LAST DAY OF CLASSES-WADES T1t-,2 Mama=Pay;mediae tar gear*:7F-21 Iseameassem r.lar Lieta.s StMmem CMcemeaca litairmin*ay salsa-Mute TM prates 7"%t-12.1 •ItNeLetta_/22.to a el arml Mama I .Miee,Atm=1.,3217 rteSur 2emvalm M,Z:17-Lacs •Tharsaav,tane 7 CA 01L-116:iv Macrame 443127 INTERMEMATE Ter4ENEL 3.5113.417CON F32ENCE 0573 GRA,UATION-WaTERM3.31372 SCROD,. tlitrt..1311 17f wattage Warm**i-a. avear.Seasmtv4,2217 Vemeley..tvtatt3 I Minim==V sremaute TM 3010 43% *31M12424ar,1241W7 24 _Ma Zed ,i-eN'rev:Cm% •514dosatag,342e I-Grade I •71utme73,3411421724 Plum.trevelstse`2„,M17 Meader,,,mt.ary 1,z:....a 051F-TD-3:›40CL 140M1Vehartv:Zee Cbsemarme Wan..'t0423..31.2 241 10501411741-IM,32e:SCMCOL Mairivetep 473742s01125 hall gren“neat 40013.5411023. •11110Se73.Ant 7-4rscle 12 vs She am -AE53,4;01T-ohm&rata= 7#23112t,hearroet 242037 lace.423, 3.IR.IS 329P2113.ve-,. . MCC P11 T3-& Thare12y.7343.71421? nvalzemerg 2a2 .3241:21V aariftWeVTDIV: Eaters Vmder,PUNIC= 3212 P31 34: Terarolay,Sept:tram%14Ziese_werce It1,-.5410 10 Mar 13-.11 AM MU: 11143.5443.Sept veer 23 Ira-43 244?V1.14,i re7 lay.kirenet.4.3'1-Lam 4arsay raw.3351 7.2212--Lact teaftee 13-12:Wedrtv41#(.3maaembee 2?in WA% BEEAK PERMDS Eal#2,Decanter 3...7.217-13cat nerns?,6333:a 2212 Prinam Ereat:Creavelter et 2427.323.433.!1.2012 4-Javy lien:ft ZS/ ner4 Steak.Apii 24,2114 71412 31.4113E1 32911)014-IMITATIVE :3234 e-1: 321011.41113 16761415163.9 mardert,atom:Pea 261' Gract 3-12: Afille 121-3u13 24 TENTATIVE 01063.116317 memasa,Ntemrceat.,,e,at,ter;.3,,,,mmc %.,...`=LZ €6241,1 4....r.-.7.. 4411110.lr4TMl 01203.0006/464083.2 Exhibit D-1 (Continued) 2018 Summer School Schedule liguaLizidat s intermediate P 1.effrans Grades 6-8 Intermediate Programs Grades 6 - 8 PVPSS-PEP:Grades 6- 8 For additional course descriptiof1s.questions and registration please visit:www.mress.corn Dates: June 18-July 13(No school July holiday) Monday Friday Time: 8:30 am 1200 pm Locations:Miraleste 4 Questions:(31M 378-86951 hei. pvpissxorn 01203.0006/4640832 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and SUNBEAM SOLAR TECHNOLOGIES,DBA SUNBEAM CONSULTING for PROFESSIONAL SCHOOL FLAGGING SERVICES - 1 - A- 1 01203.0006/435528.2 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND SUNBEAM CONSULTING THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 6th day of February, 2018 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Sunbeam Solar Technologies, DBA Sunbeam Consulting, a California corporation ("Consultant"). 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 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. - 2 - 01203.0006/435528.2 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 changesnby _3 ~ 01203.0006/435528.2 _ altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in(i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty(180) days,may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement,the provisions of Exhibit"B"shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit"C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Hundred Forty-Six Thousand Nine Hundred and Seventy Four Dollars ($246,974) (the "Contract Sum"),unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less 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. -4 01203.0006/435528.2 A- 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 -5 - A- 5 01203.0006/435528.2 event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement,however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one(1)years from the date hereof, except as otherwise provided in the Schedule of Performance(Exhibit"D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and makeall decisions in connection therewith: bk&tot4b9crk/tS (Name) itle) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore,the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner,or to incur any obligation, debt or liability of any kind on behalf of or against City,whether by contract or otherwise,unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Ron Dragoo, Principal Engineer, or Elias Sassoon, Director of Public Works, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the - 6 A- 6 01203.0006/435528.2 approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience,knowledge,capability and reputation of Consultant,its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed,hypothecated or encumbered voluntarily or by operation of law,whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%) of the present ownership and/or control of Consultant,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. -7 01203.0006/435528.2 A (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than$1,000,000. Said policy shall include coverage for owned,non-owned,leased,hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance,as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete,certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured(providing the appropriate endorsement) and shall conform to the following"cancellation"notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)- DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. - 8 A- 8 01203.0006/435528.2 [to be initialed] Consulta Initials City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1,and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees,or any individual or entity for which Consultant is legally liable("indemnitors"),or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement,and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses,including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out -9 A- 9 01203.0006/435528.2 of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder,Consultant agrees to pay to the City, its officers,agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding,including but not limited to,legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law,shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California,rated"A"or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest.Notwithstanding the above,the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes - 10- A- 10 01203.0006/435528.2 aware of any facts, circumstances,techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services,the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs,photographs, studies, surveys,data,notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire"for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential,unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees,caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this - 11 A- 11 01203.0006/435528.2 right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California,in the County of Los Angeles,State of California. 7.2 Disputes;Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead,the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default,the City shall hold all invoices and shall,when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses,costs,liabilities,or damages suffered by City,and (ii) all amounts for which City may be liable to third parties,by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due,without liability for interest because of such withholding,an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not,however, affect the obligations of the Consultant to insure,indemnify,and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. - 12 - A- 12 01203.0006/435528.2 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action,in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq.,in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant,the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such - 13 - A- 13 01203.0006/435528.2 action,taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES:NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor,or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm,has or shall acquire any interest,directly or indirectly,which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer,employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that,by and for itself,its heirs,executors,assigns,and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color,creed,religion, sex, gender, sexual orientation,marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status,national origin,ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.§ 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs,including attorneys'fees,incurred by City. - 14- A- 14 01203.0006/435528.2 ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer(with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original,and such counterparts shall constitute one and the same instrument. 9.4 Integration;Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty&Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement,nor shall any official, officer, or employee of City participate in any decision 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 - 15 A-_ 15 of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote"or"noninterests"pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give,to any third party including, but not limited to, any City official, officer, or employee, any money,consideration,or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that(s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration,or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and(iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] - 16 A- 16 01203.0006/435528.2 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 Vc-Orr" A....Ard.A...___.) Susan Brooks,Mayor ATTEST: WARS E .lborn +r Clerk APPROVED AS``I FORM: ALESHIRE&WYNDER,LLP 4,4f i avid hire, City Attorney CONSULTANT: SUNBEAM SOLAR TECHNOLOGIES, DBA SUNBE• , CONSULTING, a California corpora 'on By. ame: ' Title: • i �C r-ei ABy: e-0= cue Name:At N.) qA;vap Title: �s(d i T Address: 1817 Josie Ave Long Beach,CA 90815 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. - 17 - A- 17 01203.0006/435528.2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA 0A014/6& COUNTY OF L-OSitNfittES On.2 /�/ , 2018 before m , ' 41oiiall �d p y pp (�j ,Proved to me on %the basis of satisfactory evidenc to b he personW whose names(s)is/are-subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hisaler414eir authorized capacity(ies), and that by his/1=111 nir signature(s) on the instrument the person(e); 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. r-------,,Ats,,,,,,..., s ......WITNESS my hand and official seal. ELIZABETH IBAR e . ,2._ Commission No.2133967 A Signature: Z tf ! R. .7 NOTARY PUBLIC-CALIFORNIA !!1R;, :f ORANGE COUNTY My Comm Expires NOVEMBER 15 2019 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/435528.2 A- 18 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 �— �'Zo18 M4exwts� A ( 1614.)-LE20 On , 2018 before me, , personally appeared 141-4 04A4\1""°V'T proved to me on the basis of satisfactory evidence to be the person(?)whose name)is/a9e subscribed to the within instrument and_ acknowledged to me that he/skefthey-executed the same in his/herheir authorized capacity(ies), and that by his/herfthei* signature(s) on the instrument the person(4, 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. MICHAEL A. CABALLERO WITNESS my hand and official seal. Notary Public- California tkz('. •.---3114-.) Los Angeles County a Signature: _ z "� Commission # 2164935 My Comm.Expires Sep 17,2020 lk OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT El INDIVIDUAL CORPORATE OFFICER OON TCAC.T S (tLJ CCS Act k r r(US.otri( TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED Z1 ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR 3 —to 43 ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: \--Jo"rL (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 54em B - $uk-11,04 01203.0006/435528.2 A- 19 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform Professional School Flagging Services and Management Oversight Services for the City of Rancho Palos Verdes from January 2,2018,to the end of the school year in June, 2019. A map of two intersections and the approximate location of the two flaggers are attached as Exhibit"A-1." A. School Flagging Services.The School Flagging Services will be performed as follows: • The purpose of these services is to reduce traffic congestion occurring during peak school drop- off and pickup times in the vicinity of Miraleste Intermediate School. Flaggers shall direct traffic at the locations designated below in a way that creates a systematic and organized car and pedestrian traffic flow. • Two locations will have flaggers. One flagger per location. The locations are the intersection of Palos Verdes Drive East and Via Canada, and the intersection of Palos Verdes Drive East and Miraleste Drive. • Flaggers will be dressed in appropriate personal protective equipment, will be identifiable to vehicles and pedestrians, and will have all the equipment required for the Services,including,but not limited to,paddles, cones,signs,and radios for communication between them. • Flaggers will keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. • Flaggers will begin setting up and be available to start flagging before the designated start time for their services and will not leave their posts until after their services are no longer required. • Consultant will have available alternates for every day of service in the event that one of the flaggers is not available for some or all of the service required on any given day. • Each flagger will work a minimum of 4 hours per day,and in any event will cover both peak drop off and pickup times, no matter how long the services will be required. The approximate peak drop-off times are: o Mondays: Drop off times are between 7:00 AM to 8:15 PM,and Pick up times are between 2:00 PM to 3:15 PM o Tuesday through Friday:Drop off times are between 7:00 AM to 8:15 PM,and Pick up times are between 3:00 PM to 4:00 PM However, Consultant will be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. • The services will be provided every day that Miraleste Intermediate School is in session from January 2,2018,through the second week of June,2019,unless otherwise directed by City. B. Management Oversight Services. Consultant will provide professional management oversight services to ensure that standards are maintained at all times and adequate 01203.0006/435528.2 A- 20 weekly status report are produced and provided to the City. Additionally, Consultant shall attend monthly meetings as requested by the City. • Consultant's representative will met with city staff regularly to review the effectiveness of the flagging, discuss any potential improvements, and address any issues that may arise from the general public or the school. II. Consultant shall provide the following reports to the City as part of the Services under this Agreement: A. Weekly reports indicating that the services were completed without incident, or providing details of any accidents, injuries, or complaints that occurred during the previous week. III. Consultant will utilize the following personnel to accomplish the Services: A. For professional flagging, Consultant will utilize Curtis Jackson and Donte Morgan,both of whom are American Traffic Safety Services Association (ATSSA) certified, which meets all DOT requirements. The replacement of either of these two individuals with a different flagger is subject to approval by the City. All flagger must possess all required certifications and training to perform the services. B. For professional management oversight,Jim Pugh 01203.0006/435528.2 A- 21 EXHIBIT"A-l" MAP FLAGGING OPERATION FOR PALOS VERDES DRIVE EAST AND VIA CANADA Location of Fla! •er at the intersection itill r .� ice• P` 'I -0' / Palos Verdes Drive - East&Via Canada _ Position h,f "11P)r Y r Fla •_er in 0 eration . »+ , a k " ,-' G tn ,,� 744-, 1 ::-, °4 fir,. 7 w►t11 4 K e" -, _ - f y V4.- r ;111111111 a. 01203.0006/43528.2 A- 22 FLAGGING OPERATION FOR PALOS VERDES DRIVE EAST AND MIRALESTE DRIVE Location of Fla::er at the intersection D L _/I_ 1 3v: , r sem' • I 111 r -. . ,‘,. _ •. _ 1; . _. ....... _ .....• At, ill ,AL rnm�p !1► _ Flagger in Operation STOP . +� N ,viii, C is ... ,it. —....."--"--7; 1 IMO i .- --�ei • ...--.111111111P .44 - s• 4010... leicrs Verdes Drive East and Mgaleste Dr- 01203.0006/4355282 A- 23 EXIIIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [INTENTIONALLY LEFT BLANK] 01203.0006/435528.2 A- 24 EXHIBIT"C" SCHEDULE OF COMPENSATION Consultant shall perform the following Services at the following rates. These rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Consultant will only be paid for actual days and hours worked, and will not be entitled to a flat weekly rate. A. 2017-2018 School Year • Flagging Services: $97.00/hour • Management Oversight: $125.00/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is$4,130.00/week. B. 2018-2019 School Year • Flagging Services: $101.85/hour • Management Oversight: $131.25/hour • Assuming a 5-day school week, the weekly budget amount for the service for both Flaggers plus Management Oversight for 2-hours per week is$4,336.50/week. II. 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. 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 the work performed. B. Line items for all other approved reimbursable expenses claimed, with supporting documentation. IV. The total compensation for the Services shall not exceed $246,974, as provided in Section 2.1 of this Agreement. 01203.0006/435528.2 A- 25 EXHIBIT"D" SCHEDULE OF PERFORMANCE I. Consultant shall provide flagging services from January 2, 2018, through the second week of June, 2019. Services shall be provided on every day that Miraleste Intermediate School is in session, unless otherwise directed by City. The PVPUSD 2017-2018 School Year Calendar is attached hereto as Exhibit "D-1." The PVPUSD 2018-2019 School Year Calendar shall be incorporated herein by reference at such time as it is completed by the PVPUSD. II. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this Agreement. 01203.0006/435528.2 A- 26 EXHIBIT"D-1" FLAGGING OPERATIONS SCHEDULE SPALOS VERDES PENINSULA UNIFIED SCHOOL DISTRICT—2017-2018 SCHOOL CALENDAR July 7017 August 2017 September 2017 October 2017 - rao 711 WE TH FR Els NO TU WE TM FR • - 60 11J WE TH FR NO TU WE M F41 1 2 3 4 2 1 3 4 5 7 2 5 5 6 1 5 6 7 6 9 10 EV 12 3 4 1 - 6 8 9 6 9 It 13 54 9 16 I1 13 4 15 15 t4 13 16 17 19 10 11 12 14 15 16 t5 16 17 19 XI 21 14 17 18 19 . 21 22 26 71 72 O 24 () 24 17 18 20 22 23 22 23 I5 17 2< 73 24 25 26 •- 29 27 425 79 30 24 26 77 28 • 30 29 • 31 30 31 • - - 2017 Decemo• 2017 fkc January 2010 Februa .2018 SU NO TU lYE T11 FR SA TY TR FR SA MO TU WE TN FR SA SU 140 7-1J VIE 711 FR SA 1 T 3 4 1 2 EMT 14 5 8 5 6 7 8 9 1 101 11 1 4 6 7 6 4 E 8 9 10 11 12 13 12 1 14 15 16 17 15 10 1 12 14 415 I6 . . 15 t817 18 19 20 47) 12 13 14 t5 16 17 19 211 21 >r12 ! 23 PSI 2i 1; 8 19 20 1221 73 22 13 O O C/O 27 . 27 26 0-9)® `25 J 26 27 i 2s - 30 29 37 31 Phil 26 27 791 March 2018 April 2018 May 2015 June 2011 511 NO TU WE TH FR SA SU NO TU WE TH FR $4 SIJ MO 717 WE TN FR SA SUS NO TU WE TR SR SA 1 2 2 1 T 3 4 5 1 61 7 1 2 3 4 5 I 2 S 6 I 0 9 10 f 9 10 11 12 13 74 �' 8 9 10 11 12 �':1 • 5 9 Y► 7 9 1 12 t3 14 17 10 1T 19 t7 18 19 20 21 : ) 14 15 561? 16 19 1 11 12 II 14 15 16 J 19 20 71 22 23 24 23 24 26 26 27 2$ 4'7 21 22 23 24 475 26 17 16 19 20 71 72 73 26 27 29 29 430 31 ` 33 r-Cr Q 79 30 31 74 25 26 27 213 29 30 IMPORTANT SCHOOL DATES FOR 2017-2018 CALENDAR LEGEND 1 A.-.1 RE CJS TRAnCA 6 WPNS,pW4 FEN •N2.I SCHOOL R6.G41TNG PENCOs 10. RT4R81 P.e•y,m Sudan Pews 401 IN A,rgr.e>t-b.lsr..27 NS Grimm*aw rimm*Oars dUp • 11:. s1.August 21 as/9-12,1-PAINS 32•7OTm$i 13-less.,19 Isyt1 nag 9.-6 Orr a•,-••-1 • T••ra•.Amp*72%rade 5.171-PYMS )rd Arnim 77.Nona Ntill • a_ann Arent a)Wades 1012-ROM•IS 4f✓ Ap+l 4-JW 7 - 64 Paean Caftan=OSAn • an rein; 1131 3000L SENESTEM EAASHMATOM5 al 11i'e•••t Cry 5freNN1 FALL REGISTRATION u NIS PAS A5 pe/eon riny ei•.$d•.A.9••d••8-1210.111�DelftTwrrst IP'cVa1s•St/don PIC .IWN Far• t Soma.• January Jay 77.H Ory • AYO•a.d•y.ANguA IOW** -MIB • Secmd Sir• Juryr-Jury 5.7 1 I Break Rhode 1110 90074 Ilse Oat • M16nadq....spry 23 Wady.M1'PIN 110111110A.Dat • Wadnaniy.Augury D Wages r•rl-108 SCNOOL FEI•ORnMG IERIOD4{1IosEYTER13 Y 15-1911ryrsl.r Dry Ata SRN SOARS drys it c•ratam WE VS*magi Rh GoisP FIRST DAY OF fleTWICTION /a. A•g•st10-1a.MlarII Ra141na day•drew•Aur gold=Ta-127 210 Marwbw 77-mrd.2 1rd h.ca a-Noss 7 SCHOOL HOLIDAYS FOR 2017-2018 • lad•wY,August 711 T, .Iy a.3)11 T3art�•.D1aeTCer 3y 2017 ELEMEIRARY tlbgOl PAAINI}COaFE!ENCE DAYS 1441 091 OF CLASSES-GRADES 11412 ptns.n day atlr•nda 4••reds Irl-5I IrNa.tlaaCe Orr budge 9Atdrli Olser•ao tlaannan 0i edryl V e ler grades 1%-121 • Piv gusts 79,20130 and 11410,6 baby Aper 1 f 7017 FrW1r.Dacrrt.r 29 XII?—Lnsrl • T1r•r••r'y.Lu 7 1RTS/TS/MEDIATE IC001 PAREN1 CONFERENCE DAYS .--•r10e�oa OSY00araq 1a7nS1 KN GRADUA1)ON-ITEIUECIATE 9:24000 afW.m try 1d114•e In-grafts 5.11 Masai"liana ry,4.7017 ISordry.Jana)1.20+8 MNran des/1114441 An gr'd•r ail • *sda•adsr.Janes)74 IA*Der Ms.Huh Ory • Wrsn•eOtaas s-GAWP{ • lfanaty.Jalary% 1r101y.Iwwes 14.7017 wrfft••••1111I 15 201S GRAOUA-ION-.1•5i4 311111001. SAMT0.1iCROOL MOW 0.vars Ory ON.l1Ot 94..,.L.r.1r11as i a Cy! • Thames An*7-Wadi 12 AYfaa.addry edMY/M rylIto Ps•a1 A ala 1pt1 Ysti/1Nad Mousy Rs�raer 22 2117 N1oap F1bls1 15 MIS Y• err MOar'ryalea n•aoo ny11 Pap.'Oran SW PM 04k Thamas,.BMenb.1 1 Matiprlp Ori Of•Nruno. *55 Papa Vu P••rN/• 113$Pa N TTrusdr/.s.p.acaf 14 Ra11hO fel U 1101 AR 4.12: Tlaartds 8et4a116r m F15 and MINN, F1fa►.nbrn•a; 14.371 T—m+l r6.r2-1tedr44.14, 5ytU 1 71 RONHE1 1rc1�7 fart aM6 2171iI-incta.raaY17 SWEAR PERIODS Frdry,Dar***,Z 311 T-:,rn 29, Ira.1 2010 WI Nr Orris DrysnI r 1(1017,Jams,1,airy seal,. Mrlruf 1 Cap !song ends APIs 34 2011 a)15 RAYNER SESSION-TENTATIVE Crafts 64. IVM 1e.141y 1314YEA1wt No1•tar,tty:.r s 217.+.7017 Gnaw I-n. 1....16.kay MI 1EN1ATINE a•.arur Dew .1.111111.....r.r.a.._'boo...a.+-....u.wnrc raWW WIl.Inn•a••.....a %7r301 J•MINNA 01203.0006/435528.2 A- 27