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RPVCCA_CC_SR_2014_06_17_M_Los_Angeles_Cons_CorpCrrYOF MEMORANDUM RANCHO PALOS VERDES TO: FROM: DATE: SUBJECT: REVIEWED: HONORABLE MAYOR & CITY COUNCIL MEMBERS MICHAEL THRONE, P.E., DIRECTOR OF PUBLIC WORKS ~ JUNE 17, 2014 APPROVETHESECONDAMENDMENTTO AGREEMENT WITH LOS ANGELES CONSERVATION CORPS FOR AS-NEEDED MAINTENANCE CAROLYNN PETRU, ACTING CITY MANAGE~ Project Manager: Christo~Ortiz, Maintenance Superintendent RECOMMENDATIONS 1. Approve the Second amendment to the agreement for one fiscal year effective July 1, 2014 through June 30, 2015, with Los Angeles Conservation Corps., for As-Needed Maintenance in an amount not to exceed $85,000. 2. Authorize the Mayor and City Clerk to execute the second amendment to the agreement with Los Angeles Conservation Corps for As-Needed Maintenance. BACKGROUND On June 1, 2010, the City Council awarded a contract to Los Angeles Conservation Corps for As-Needed Maintenance. The contract had an initial term of three years with three (3) one year extensions to the contract. DISCUSSION The LACC is the largest non-profit Conservation Corps in the nation, serving approximately 17 ,000 young people each year. The at risk youth not only work, but are also required to attend LACC-run classes in order to obtain a GED or high school diploma. This training and experience helps the youth become more employable. In addition to formal education, the youth also gain valuable trade skills, receive support services, and provide benefit to the community. M-1 LACC June 17, 2014 The LACC youth are well-groomed, wear uniforms, often originate from local communities, and are supervised at all times. To-date, all work has been performed in a timely manner; the youth have been well-organized, and the work has been performed to the satisfaction of the various project managers. Additionally, staff has established a good working relationship with the current LACC staff and supervisors, which helps reduce staff's administration time on projects. Since 1996, the City has received Measure A grant funding for various projects over $11,750,000, for property acquisition, construction, and development of parks and open Space. Additionally Mea.sure A grant guidelines require the City, or its contractors, to employ At-Risk Youth (ARY) for constructing/developing and/or maintaining parks and open space improvements, within City-owned properties. These grant funds are administered through the Los Angeles County Parks and Open Space District (District). The Distric.t reimburses the City for maintenance and service expenses related to completed grant-funded projects, in addition to construction projects. In FY 10-11 the City met its total ARY goal/obligation of $324,500. However, continued use of ARY shows the City's Good Faith Effort. Additionally, those costs are eligible for reimbursement as qualifying maintenance and service expenses and the District reimburses the City for e I i g i b I e maintenance and service expenses. CONCLUSION Staff recommends approving the Second Amendment to the agreement for one fiscal year effective July 1, 2014through June 30, 2015, with Los Angeles Conservation Corps, for As-Needed Maintenance.· The contract will be on a time and materials basis. Adopting staff's recommendations will result in a beneficial agreement for all agencies involved. The City will meet fuel modification requirements and other maintenance needs through the work efforts of LACC and the youth will continue to receive valuable educational and work skill experience. Staff requests the Council's approval and the Mayor's execution of this one-year first amendment agreement. The City Attorney has reviewed and approved the standard maintenance contract attached as to form. FISCAL IMPACT The proposed not to exceed fee for the one-year extension is $85,000. The FY 2014-15 Parks, Trails and Open Space Maintenance program budget, scheduled for adoption on June 17, 2014, provides adequate funding forthe Staff recommendations. The funding sources for this budget program are Measure A and General Fund. For fiscal year 2014/15 the City anticipates Measure A reimbursements totaling up to $1 0 5, 0 0 0 of the fuel modification proposed budget. Attachments: • ExhibitA: LACC Inc. OriginalAgreement • Exhibit B: LACC Inc. Fee Schedule • Exhibit C: First Amendment to LACC Inc. • Exhibit D: Second Amendment to LACC Inc. M-2 Exhibit (A) MAINTENANCE SERVICES AGREEMENT THIS AGREEMENT is made and entered intothis.J2_dayof May 2007, by and between CITY OF RANCHO PALOS VERDES hereinafter referred to as "CITY", and LOS ANGELES CONSERVATION CORPS (LACC) hereafter referred to as "CONTRACTOR". IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as follows: As-needed maintenance services agreement for At-Risk Youth employment for Measure A grant funded projects FY 07-08 through FY 09-10 1.2 Description of Services CONTRACTOR shall perform Services described in CITY'S staff report dated May 15, 2007, and the CONTRACTOR'S fee Proposal for FY 07-08 dated May 2007 (Exhibit B). 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONTRACTOR shall perform with due diligence the services requested by the CITY and agreed on by CONTRACTOR. CONTRACTOR shall not be responsible for delay, nor shall CONTRACTOR be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONTRACTOR'S work promptly, or delay or faulty performance by CITY, other contractors, or governmental agencies, or any other delays beyond CONTRACTOR'S control or without CONTRACTOR'S fault. 2.1 Fee ARTICLE2 COMPENSATION (a) CITY agrees to compensate CONTRACTOR a not to exceed amount of $25,000 per year for FY 07-08 through FY 09-10 for as-needed maintenance services as indicated and further described in CONTRACTOR'S fee proposal which is attached hereto and incorporated herein by Exhibit B. Payment is based on time and material. W:\LAUREN\STAFFRP1\GRANTS\measureA\2007\RPVCCA_SR_2007_05_15 LACC as needed.doc M-3 (b) CITY may request additional specified work under this agreement All such work must be authorized in writing by the Director of Public Works prior to commencement. 2.2 Payment Address All payments due CONTRACTOR shall be paid to: Los Angeles Conservation Corps P.O. Box 15868 Los Angeles, CA 90015 Attn: Dan Knapp 2.3 Terms of Compensation CONTRACTOR will submit invoices monthly for the percentage of work completed in the previous month. CITY agrees to pay all undisputed invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its best efforts to notify CONTRACTOR of any disputed invoice amounts or claimed completion percentages within ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify CONTRACTOR of a disputed amount of claimed completion percentage shall not be deemed a waiver of CITY's right to challenge such amount or percentage. Additionally, in the event CITY fails to pay any undisputed amounts due CONTRACTOR within forty-five (45) days after invoices are received by CITY then CITY agrees that CONTRACTOR shall have the right to consider said default a total breach of this Agreement and be terminated by CONTRACTOR without liability to CONTRACTOR upon ten (10) working days advance written notice. 2.4 Additional Services CITY may request in writing that CONTRACTOR perform additional services not covered by the specific Scope of Work set forth in this Agreement, and CONTRACTOR shall perform such services and will be paid for such additional services in accordance with CONTRACTOR'S Standard Schedule of Hourly Rates attached hereto as part of Exhibit B and incorporated herein by this reference. The schedule of hourly rates shall be in effect through the end of this project or June 30, 2010 whichever occurs first. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification CONTRACTOR will defend, indemnify and hold harmless CITY, its Boards and its officers, employees and agents (collectively "CITY"), against any claim, loss or liability that arises because of the sole or primary negligence or willful misconduct of CONTRACTOR, its agents, officers, directors or employees, in performing any of the services under this Agreement. W:\LAUREN\STAFFRPnGRANTS\measureA\2007\RPVCCA_SR_2007_05_15 LACC as needed.doc M-4 3.2 General Liability CONTRACTOR shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of One Million ($1,000,000.00) Dollars for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated by Best's Insurance Guide with a rating of A-VII or better. 3.3 Worker's Compensation CONTRACTOR agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONTRACTOR shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.4 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be canceled by the insurance carrier without thirty (30) days prior written notice to CITY. CONTRACTOR agrees that it will not cancel or reduce said insurance coverage. B. CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR's expense, the premium thereon. 3.5 Certificate of Insurance At all times during the term of this Agreement, CONTRACTOR shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability and professional liability policy or policies shall contain endorsements naming the CITY, its officers, agents and employees as additional insured. 3.6 Primary Coverage The insurance provided by CONTRACTOR shall be primary to any coverage available to city. The insurance policies (other than workers' compensation and professional liability) shall include provisions for waiver of subrogation. W:ILAURENISTAFFRPT\GRANTSlmeasureA\2007\RPVCCA_SR_2007_05_15 LACC as needed.doc M-5 ARTICLE4 TERMINATION 4.1 Termination of Agreement (a) This Agreement may be terminated at any time, with or without cause, by either party upon sixty (60) days prior written notice. Notice shall be deemed served upon deposit in the United States Mail of a certified or registered letter, postage prepaid, return receipt requested, addressed to the other party, or upon personal service of such notice to the other party. (b) In the event of termination or cancellation of this Agreement by CONTRACTOR or CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid compensation for all services performed by CONTRACTOR, in an amount to be determined as follows: for work done in accordance with all of the terms and provisions of this Agreement, CONTRACTOR shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONTRACTOR for the full performance of the services described in Article 2.1. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All plans, specifications, reports and other design documents prepared by CONTRACTOR pursuant to this Agreement are instruments of service, which shall be deemed the property of the CITY. CITY acknowledges and agrees that all plans, specifications, reports and other design documents prepared by CONTRACTOR pursuant to this Agreement shall be used exclusively on this Project and shall not be used for any other work without the written consent of CONTRACTOR. In the event CITY and CONTRACTOR permit the reuse or other use of the plans, specifications, reports or other design documents, CITY shall require the party using them to indemnify and hold harmless CITY and CONTRACTOR regarding such reuse or other use, and CITY shall require the party using them to eliminate any and all references to CONTRACTOR from the plans, specifications, reports and other design documents. If a document is prepared by CONTRACTOR on a computer, CONTRACTOR shall prepare such document in a Microsoft® Word format; in addition, CONTRACTOR shall provide CITY with said document both in a printed format and on a three and one-half inch (3 1/2") floppy diskette. W:\LAURENISTAFFRPnGRANTS\measureA\20071RPVCCA_SR_2007_05_15 LACC as needed.doc M-6 6.1 Representation ARTICLE 6 GENERAL PROVISIONS A CITY representative shall be designated by the City Manager and a CONTRACTOR representative shall be designated by CONTRACTOR as the primary contact person for each party regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONTRACTOR shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. §' 11200, et seq.). 6.3 Personnel CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR's services under this Agreement. 6.4 Conflicts of Interest CONTRACTOR agrees not to accept any employment or representation during the term of this Agreement or within twelve (12) months after completion of the work under this Agreement which is or may likely make CONTRACTOR "financially interested" (as provided in California Government Code Section 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONTRACTOR has been retained pursuant to this Agreement. 6.5 Legal Action (a) Should either party to this Agreement bring legal action against the other, the case shall be brought in a court of competent jurisdiction in Los Angeles County, California, and the party prevailing in such action shall be entitled to recover its costs of litigation, including reasonable attorneys' fee which shall be fixed by the judge hearing the case and such fee shall be included in the judgment. (b) Should any legal action about the Project between CITY and a party other than CONTRACTOR require the testimony of CONTRACTOR when there is no allegation that CONTRACTOR was negligent, CITY shall compensate CONTRACTOR for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. W:\LAURENISTAFFRPnGRANTSlmeasureA\20071RPVCCA_SR_2007_05_15 LACC as needed.doc M-7 6.6 Assignment This Agreement shall not be assignable by either party without the prior written consent of the other party. Notwithstanding the above, CONTRACTOR may use the services of persons and entities not in CONTRACTOR'S direct employ, when it is appropriate and customary to do so. Such persons and entities include, but are not necessarily limited to, surveyors, specialized contractors, and testing laboratories. CONTRACTOR'S use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONTRACTOR notifies the CITY in advance. 6. 7 Independent Contractor CONTRACTOR is and shall at all times remain, as to the CITY, a wholly independent CONTRACTOR. Neither the CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of the CONTRACTOR's employees, except as herein set forth. CONTRACTOR expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY, it being distinctly understood that CONTRACTOR is, and shall at all times remain to CITY, a wholly independent contractor and CONTRACTOR's obligations to CITY are solely such as are prescribed by this Agreement. 6.8 Hazardous Materials Unless otherwise provided in this Agreement, CONTRACTOR and its subcontractors and/or contractors shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to hazardous materials in any form at the site of the Project. 6.9 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.10 Extent of Agreement This Agreement represents the entire and integrated Agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties. W:\LAUREN\STAFFRPnGRANTS\measureA\2007\RPVCCA_SR_2007_05_15 LACC as needed.doc M-8 6.11 Notices follows: All notices pertaining to this Agreement shall be in writing and addressed as If to CONTRACTOR: Los Angeles Coryservation Corps P.O. Box 15868 Los Angeles, CA 90015 Attn: Dan Knapp lfto CITY: Mr. Jim Bell, Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. s 1· :n ~1 Dated: __ ..... ___ {( ______ _ ATTEST: CITY CLERK ~ LOS ANGELES CONSERVATION CORPS ~&de CITY OF RANCHO PA OS VERDES A Municipal Corporation W:\LAUREN\STAFFRPT\GRANTS\measureA\2007\RPVCCA_SR_2007_05_15 LACC as needed.doc M-9 Service General (all inclusive) Crew Labor Rate Ancillary Staff Coordination & Management Rates Per unit cost for tree planting 48" box open space trees 36" box open space trees 24" box street trees 15 gallon street trees 24" box open space trees 15 gallon open space trees Per unit cost for plants & shrubs 5-galfon plants 1-gallon plants Materials procurement Equipment Rates Concrete cuts Graffiti r~moval Tree Trimming Stump Grinding Tree removal Exhibit (B) Los Angeles Conservation Corps Fee Schedule (July 2013) ff B1.. Labor Costs p<f per labor hour Full reimbursement including fringe benefits & associated indirect expenses $350 labor cost per tree $300 labor cost per tree $230 labor cost per tree $1671aborcostpertree $190 labor cost per tree $1501aborcostpertree $30 labor cost per plant $18 labor cost per plant Full reimbursement plus addllional procurement fee of7% Labor rale includ&$ all necessary insurance, crew supervision, project coordination, crew transportation, hand tools and management costs associated with the project. The rate does not Include materials or squipment. Projects generally worked at this rate include tree planting, weed removal, trait work, fire fuel reduction, brush clearance, general landscaping, light construction, light demoHtion, field and public education, as well as recycling. Tree & native planting costs include afl labor, supervision, coordination, surveying, canvassing, permit procurement, transportation, tools, insurance, administrative costs associated with the project The rate does not inc:lude materials [trees, stakes, plants, etc.) or equipment. Current California State Caltrans Equipment Rental Rates $20 a square foot $910 per day Cost is inclusive of labor, equipment, concrete disposal, as weft as storm water capture and disposal Cost ls Jnclusive of labor (generally a 3 man crew), materials, equipment, storm water capture, BMPs, and transportation varies depending on size of the tree varies depending on size If stump varies depending on the size of the tree Servlces such as irrigation installatlon, playground construction, native vegetation propagation, growing, and Installation may be calculated on per p~oject basis M-10 First Amendment to Agreement between the City of Rancho Palos Verdes and the Los Angeles Conservation Corps This agreement is an amendment ("Amendment") to the as-needed maintenance services agreement between the City of Rancho Palos Verdes ("City") and the Los Angeles Conservation Corps ("Contractor"), dated June 1, 2010 ("Agreement"). This Amendment is effective as of July 1, 2013, and is being made to extend the term of the Agreement for one year. SECTION 1. The introductory paragraph of the Agreement is hereby amended. to read as follows: "THIS AGREEMENT ("Agreement") is made and entered this 1st day of June, 2010, by and· between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and Los Angeles Conservation Corps ("Contractor")." SECTION 2. Section 2 of the Agreement is hereby amended to read as follows: "Term of Agreement. The Agreement shall commence on July 1, 2010 and shall terminate on June 30, 2014, unless sooner terminated pursuant to the Section 4 of this Agreement. Additionally, there shall be two (2) one-year options to renew the Agreement with the mutual written consent of both parties." SECTION 3. Section 3 of the Agreement is hereby amended to read as follows: "Compensation. In consideration for the services rendered hereunder, City shall pay Contractor in accordance with the rates in Contractor's Proposal, attached hereto and incorporated herein, and in any case an amount not to exceed one hundred and twenty- five thousand dollars ($125,000) per fiscal year for the services as described in Section 1 of this Agreement. Payments shall be made in accordance with the "Measure and Payment" section of the Special Provisions in the Plans and Specifications." SECTION 4. Section 8(5)(a) on page GP-2 of the incorporated Plans and Specifications is hereby amended to read as follows: "All insurance policies shall provide that the insurance coverage shall not be nonrenewed, canceled, reduced, or otherwise modified (except through the addition of additional insured to the policy) by the insurance carrier without the insurance carrier giving the City thirty (30) day's prior written notice thereof. Additionally, Contractor shall provide immediate notice to the City if it receives a cancellation or policy revision notice from the insurer. The Contractor agrees that it will not cancel, reduce, or otherwise modify said insurance coverage." SECTION 5. Section 8(5)(c) on page GP-2 of the incorporated Plans and Specifications is hereby amended to read as follows: R6876-0001\1547386v1 .doc M-11 "The Contractor shall submit to the City (1) an insurance certificate indicating compliance with the minimum workers' compensation insurance requirements above, and (2) copies of the entire policies and insurance policy endorsements above, not less than one (1) day prior to beginning of performance under this Agreement. The Contractor shall at all times during the term of this Agreement maintain such current documents on file with the City Clerk. Endorsements must be executed on the City's appropriate standard forms entitled "Additional Insured Endorsement," copies of which are attached hereto." SECTION 6. The second paragraph of section E(1) on pages GP-7 and GP-8 of the incorporated Plans and Specifications is hereby repealed in its entirety. SECTION 7. The following provisions are hereby added to the Agreement to read as follows: "10. Time. Time is of the essence in this Agreement. 11. Audit. The City or its representative shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its billings to the City as a condition precedent to any payment to Contractor. Contractor will promptly furnish documents requested by the City. Additionally, Contractor shall be subject to State Auditor examination and audit at the request of the City or as part of any audit of the City, for a period of three (3) years after final payment under this Agreement. · 12. Indemnity. a. Contractor's Duty. To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, volunteers, agents, and those City agents serving as independent contractors in the role of City officials (collectively "lndemnitees") free and harmless from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of or incident to the performance of the Agreement, including without limitation, the payment of all consequential damages, attorneys' fees, experts' fees, and other related costs and expenses (individually, a "Claim," or collectively, "Claims"). Further, Contractor shall appoint competent defense counsel approved by the City Attorney at Contractor's own cost, expense and risk, to defend any and all such Claims that may be brought or instituted against lndemnitees. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against lndemnitees in any such Claim. Contractor shall reimburse lndemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or lndemnitees. This indemnity shall apply to all Claims regardless of whether any insurance policies are applicable. R6876-0001\1547386v1 .doc M-12 b. Civil Code Exception. Nothing in the paragraph above this one shall be construed to encompass lndemnitees' sole negligence or willful misconduct or the City's active negligence to the limited extent that the underlying Agreement is subject to Civil Code section 2782. c. Nonwaiver of Rights. lndemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. d. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the lndemnitees, while acting within the scope of their duties, from all Claims arising out of or incident to the activities or operations performed by or on behalf of the Contractor. e. Survival. The provisions of this Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution shall survive the termination of this Agreement and are in addition to any other rights or remedies that lndemnitees may have under the law. Payment is not required as a condition precedent to an lndemnitee's right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the lndemnitee's right to recover under this indemnity provision. 13. Prevailing Wages. City and Contractor acknowledge that this project is a public work to which prevailing wages apply. The Terms for Compliance with California Labor Law Requirements is attached hereto and incorporated herein by this reference. 14. Conflicts of Interest. Contractor agrees not to accept any employment or representation during the term of this Agreement or within twelve (12) months after completion of the work under this Agreement which is or may likely make Contractor "financially interested," as provided in Government Code Section 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to this Agreement. 15. Authority. The person executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. 16. Entire Agreement. This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be modified or amended, nor any provision or breach waived, except in a writing signed by both parties which expressly refers to this Agreement. 17. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect." R6876-0001\1547386v1 .doc M-13 SECTION 8. Except as expressly amended by this amendment to the Agreement, all of the other provisions of the Agreement shall remain in full force and effect as written in the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written. ATTEST: . By: (Yg7!~ ~o/B City Clerk R6876-0001\1547386v1 .doc Los Angeles Conservation Corps ("Contractor") . J~ By~ Printed Name: BY lJ ce s-·o \~o Title: EAeLIJ:\l\Jt-0 lh:'C:tU-· Printed Name: ~~~~~~~~- City of Rancho Palos Verdes ("City") By:cf~~ Mayor M-14 Second Amendment to Agreement between the City of Rancho Palos Verdes and the Los Angeles Conservation Corps This agreement is the second amendment ("Second Amendment") to the as-needed maintenance services agreement between the City of Rancho Palos Verdes ("City") and the Los Angeles Conservation Corps ("Contractor"), dated June 1, 2010 ("Agreement"). This Second Amendment is effective as of July 1, 2014, and is being made to extend the term of the Agreement for one year. SECTION 1. Section 2 of the Agreement is hereby amended to read as follows: "Term of Agreement. The Agreement shall commence on July 1, 2010 and shall terminate on June 30, 2015, unless sooner terminated pursuant to the Section 4 of this Agreement. Additionally, there shall be one (1) additional one-year option to renew the Agreement with the mutual written consent of both parties." SECTION 2. Section 3 of the Agreement is hereby amended to read as follows: "Compensation. In consideration forthe services rendered hereunder, City shall pay Contractor in accordance with the rates in Contractor's Proposal, attached hereto and incorporated herein, and in any case an amount not to exceed eighty-five thousand dollars ($85,000) per fiscal year for the services as described in Section 1 of this Agreement. Payments shall be made in accordance with the "Measure and Payment" section of the Special Provisions in the Plans and Specifications." SECTION 3. Except as expressly amended by this Second Amendment, all of the other provisions of the Agreement, as previously amended by the First Amendment, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date and year first above written. R6876-0001\1720044v1 .doc Los Angeles Conservation Corps ("Contractor") Printed Name: ~~~~~~~~~ M-15 ATTEST: City Clerk R6876-0001 \1720044v1 .doc By:~-----------~ Printed Name: --------- Title: ------------ City of Rancho Palos Verdes_("City") By:~-----------~ Mayor M-16