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Valley Maintenance Corporation - FY2021-006-01 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation (“City”), and VALLEY MAINTENANCE CORPORATION, a California corporation (“Consultant”) is effective as of Jun 20, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated August 1, 2020 (“Agreement”) whereby Consultant agreed to provide custodial services at various City locations (the “Services”) for a Term of 3 years, for a Contract Sum of $283,176. The Agreement provides for the extension of the Term for three additional 1-year terms at the City’s discretion. B. The City and Consultant now desire to amend the Agreement (“Amendment No. 1”) to extend the Term for 3 years, expiring July 31, 2026, and to increase compensation by $300,000 for a total Contract Sum of $583,176 to cover the cost of the extended Term. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is 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 $283,176 (Two Hundred Eighty Three Thousand One Hundred Seventy Six Dollars) $583,176 (Five Hundred Eighty Three Thousand One Hundred Seventy Six Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10. Annual compensation shall not exceed $100,000 (One Hundred Thousand Dollars) for the period of August 1, 2023 through July 31, 2026.” b. Section 3.4, Term, is amended to read: “Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3)six (6) years from the date hereof except as otherwise provided in the Schedule of Performance (Exhibit D). The City may in its discretion, extend the Term by three additional 1-year terms. c. Section I.A. of Exhibit “A”, Scope of Services is amended to read: DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 -2- “A. The Services will be conducted at the following locations 1. City Hall offices (30940 Hawthorne Boulevard), including Administration, Finance, Public Works and Recreation & Parks departments. Consultant shall provide a vacuum, broom, mop and dust pan, to be left at City Hall for use by City staff during daytime hours; 2. Community Development offices (30940 Hawthorne Boulevard), including Planning, Building Safety and Code Enforcement divisions; 3. RPVTV (Channel 33) Cable Studio (30940 Hawthorne Boulevard); 4. Fred Hesse Jr. Community Center (“Hesse Park”) (29301 Hawthorne Boulevard). Consultant shall provide a vacuum, broom, mop and dust pan at Hesse Park for use by City staff during daytime hours; 5. Ryan Park (30359 Hawthorne Boulevard); 6. Ladera Linda Community Center (32201 Forrestal Road); 7. Eastview Park (1700 Westmont Avenue); 8. Point Vicente Interpretive Center (30501 Palos Verdes Drive West); 9. Abalone Cove Shoreline Park (5970 Palos Verdes Drive South); and 10. Park Ranger Portable Building – City Hall (30940 Hawthorne Boulevard) for the period of August 1, 2023 through July 31, 2026. 10 11. Additional areas as assigned by the City’s Maintenance Superintendent. Prior to completing on-call cleaning services.” d. Exhibit “C”, Schedule of Compensation is repealed and replaced with the attached Exhibit “C” Amendment No. 1 Schedule of Compensation. 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and 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. DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 -3- Consultant 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 Consultant that, as of the date of this Amendment No. 1, 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. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment 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] DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 -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 ____________________________________ Barbara Ferraro, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: VALLEY MAINTENANCE CORPORATION, a California corporation By: ________________________________ Name: Bruce M. Hwang Title: Vice President By: ________________________________ Name: Bruce Lee Title: President Address: 11759 Telegraph Road Santa Fe Springs, CA 90670 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. DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 EXHIBIT “C” AMENDMENT NO. 1 SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates for the period of August 1, 2020 through July 31, 2023: Item  No. Description  Price Per  Month  Annual  Amount  3 Year Base  Amount  1  City Hall Office  (30940 Hawthorne Boulevard)  (Administration, Public Works & Parks  and Recreation)   $  1,750    $  21,000    $      63,000  2 Planning, Building & Code Enforcement  (30940 Hawthorne Boulevard)  $     580  $    6,960  $      20,880  3 Cable TV (Channel 33) Studio  $     146  $    1,752  $         5,256  4 Hesse Park  (29301 Hawthorne Boulevard)  $  1,450    $  17,400  $      52,200  5 Ryan Park  (30359 Hawthorne Boulevard)  $     560    $    6,720  $      20,160   6 Ladera Linda Community Center  (32201 Forrestal Road)  $     520  $    6,240    $      18,720   7 Eastview Park  (1700 Westmont Avenue)  $     410    $    4,920  $      14,760   8 Point Vicente Interpretive Center  (30501 Palos Verdes Drive West)  $  1,320    $  15,840  $      47,520   9 Abalone Cove Shoreline Park  (5970 Palos Verdes Drive South)  $     410  $    4,920  $      14,760.   Regular Cleaning Total  $ 85,752  $     257,256        Item  No. Description Price Unit Annual  Amount  3 Year Base  Amount  10 Extra Work  $  0.12 per ft2  $    8,640  $      25,920          TOTAL CONTRACT AMOUNT for August  1, 2020 through July 31, 2023   $  94,392  $    283,176   DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 Consultant shall perform the following tasks at the following rates for the period of August 1, 2023 through July 31, 2026: Item  No. Description  Price Per  Month  Annual  Amount  3 Year Base  Amount  1  City Hall Office  (30940 Hawthorne Boulevard)  (Administration, Public Works & Parks  and Recreation)   $  1,820    $  21,840    $      65,520  2 Planning, Building & Code Enforcement  (30940 Hawthorne Boulevard)  $     603  $    7,236  $      21,708  3 Cable TV (Channel 33) Studio  $     152  $    1,824  $         5,472  4 Hesse Park  (29301 Hawthorne Boulevard)  $  1,508    $  18,096  $      54,288  5 Ryan Park  (30359 Hawthorne Boulevard)  $     583    $    6,996  $      20,988   6 Ladera Linda Community Center  (32201 Forrestal Road)  $     752  $    9,024    $      27,072   7 Eastview Park  (1700 Westmont Avenue)  $     427    $    5,124  $      15,372   8 Point Vicente Interpretive Center  (30501 Palos Verdes Drive West)  $  1,373    $  16,476  $      49,428   9 Abalone Cove Shoreline Park  (5970 Palos Verdes Drive South)  $     427  $    5,124  $      15,372  10 Park Ranger Portable Building – City Hall  (30940 Hawthorne Boulevard)  $655  $7,860  $      23,580    Regular Cleaning Total   $ 99,600  $     298,800        Item  No. Description Price Unit Annual  Amount  3 Year Base  Amount  11 Extra Work  $  0.21 per ft2  $    400  $      1,200          TOTAL CONTRACT AMOUNT for August  1, 2023 through July 31, 2026.   $  100,000  $    300,000     DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 01203.0006/891448.1 II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services. NOT APPLICABLE. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. The amount applicable to the invoice period. B. The Monthly Report. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE DocuSign Envelope ID: 323C1B57-A40D-4F7D-863F-E1B13FA5A587 Certificate Of Completion Envelope Id: 323C1B57A40D4F7D863FE1B13FA5A587 Status: Completed Subject: Complete with DocuSign: Valley Maintenance Janitorial Services Final.pdf Source Envelope: Document Pages: 9 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Cheri Bailiff AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 cherib@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 6/21/2023 1:41:45 PM Holder: Cheri Bailiff cherib@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Bruce M Hwang bmsw129@yahoo.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.87.137.196 Sent: 6/21/2023 1:45:59 PM Resent: 6/23/2023 9:56:10 AM Resent: 6/23/2023 10:14:25 AM Viewed: 6/23/2023 10:20:40 AM Signed: 6/23/2023 10:29:56 AM Electronic Record and Signature Disclosure: Accepted: 6/23/2023 10:20:40 AM ID: 8dea96c1-a42c-4992-aed6-dae11586b096 Bruce Lee bruce@valleymco.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 69.75.80.146 Sent: 6/23/2023 10:29:57 AM Resent: 6/27/2023 1:49:45 PM Resent: 7/5/2023 11:54:03 AM Resent: 7/11/2023 11:12:25 AM Resent: 7/26/2023 10:56:11 AM Resent: 8/4/2023 12:11:12 PM Viewed: 8/4/2023 12:15:27 PM Signed: 8/4/2023 12:25:00 PM Electronic Record and Signature Disclosure: Accepted: 8/4/2023 12:15:27 PM ID: 50a96cae-3800-4fe7-8504-0d4c7a49f0e8 William W. Wynder wwynder@awattorneys.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 8/4/2023 12:25:01 PM Viewed: 8/5/2023 11:25:20 AM Signed: 8/5/2023 11:26:50 AM Electronic Record and Signature Disclosure: Accepted: 8/5/2023 11:25:20 AM ID: 73e0a6d5-8dc8-4408-808b-275a310580fb Barbara Ferraro barbara.ferraro@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.211.255.186 Signed using mobile Sent: 8/5/2023 11:26:52 AM Viewed: 8/5/2023 6:41:16 PM Signed: 8/5/2023 6:43:29 PM Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Accepted: 8/5/2023 6:41:16 PM ID: e5da0e60-cd38-42e2-8cd6-bf1cdbdbccbb Teresa Takaoka terit@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 75.83.180.163 Signed using mobile Sent: 8/5/2023 6:43:30 PM Viewed: 8/7/2023 7:40:55 AM Signed: 8/7/2023 7:41:22 AM Electronic Record and Signature Disclosure: Accepted: 8/7/2023 7:40:55 AM ID: 31260c30-dcc7-4605-835b-ee26b0108222 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Ramzi Awwad rawwad@rpvca.gov Director of Public Works City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 8/7/2023 7:41:24 AM Electronic Record and Signature Disclosure: Accepted: 3/2/2023 10:45:19 AM ID: 3242b72d-4755-489d-8e5f-7c62dc360470 City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 8/7/2023 7:41:25 AM Viewed: 8/7/2023 4:16:05 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Lorna Cloke LornaC@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 8/7/2023 7:41:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheri Bailiff cherib@rpvca.gov Permit Technician I (PW) City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 8/7/2023 7:41:28 AM Resent: 8/7/2023 7:41:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/21/2023 1:45:59 PM Envelope Updated Security Checked 6/23/2023 10:14:24 AM Certified Delivered Security Checked 8/7/2023 7:40:55 AM Signing Complete Security Checked 8/7/2023 7:41:22 AM Completed Security Checked 8/7/2023 7:41:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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I CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and VALLEY MAINTENANCE CORP For CUSTODIAL AND JANITORIAL SERVICES (FY 2020-21, 2021-22 AND 2022-23) 01203 000616»3)3 j ingH I AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND VALLEY MAINTENANCE CORPORATION THIS AGREEMENT FOR CONTRACT SERVICES (herein Agreement') is made and entered into on 9 '5f I , 2020, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ( City ) and VALLEY MAINTENANCE CORPORATION,a California corporation (` Consultant ) City and Consultant may be referred I� 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 I of this Agreement B Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article I 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 Aiticle 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 reteried 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 expel fenced 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 seivices described herein Consultant covenants that it shall follow the highest professional standards in peiforming the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose 01203 0006/6»3'3 m2%% intended For purposes of this Agreement, the phrase highest professional standards shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances 1 2 Consultant's Proposal The Scope of Service shall include the Consultant s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern 1 3 Compliance with Law Consultant shall keep itself informed concerning and shall render all services hereunder in accordance with, all ordinances resolutions, statutes rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in ettect at the time service is rendered 1 4 California Labor Law If the Scope of Services includes any public work or maintenance work as those terms are defined in California Labor Code section 1720 el seq and California Code of Regulations, Title 8 Section 16000 el 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 el seq and 1810 el 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 (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 Consultant shall post rob site notices as prescribed by regulation (b) Prevailing Wages Consultant 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 Consultant acknowledges receipt of a copy of the Department of Indust'tal Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant 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 Consultant 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 01203 0006/6)5h3 3 mgNA 2 Consultant 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 Consultant or by any subcontractor (d) Payroll Records Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to keep accurate payroll records and verity 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 (e) Apprentices Consultant 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 el sey concerning the employment of apprentices on public works projects Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations Prior to commencing work under this Agreement, Consultant 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 Consultant and each of its subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours pertormed under this Agreement (0 Eight-Hour Work Day Consultant acknowledges that eight (8) hours labor constitutes a legal day's work Consultant shall comply with and be bound by Labor Code Section 1810 (g) Penalties for Excess Hours Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours The Consultant shall as a penalty to the City forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Consultant 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 I Article 3 of the Labor Code 4" Pursuant to Labor Code section 1815, work performed by employees of Consultant 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(11/2) times the basic rate of pay (h) Workers Compensation California Laboi 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 Consultant 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 piovisions before commencing the performance of the work of this contract ' 0i2030006/62)3)33 mg\% 3 Consultant s Authorized Initial (i) Consultant s Responsibility for Subcontractors For every subcontractor who will perform work under this Agreement, Consultant 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 Consultant 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 the specified prevailing rate of wages Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor 1 5 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 6 Familiarity with Work By executing this Agreement, Consultant warrants that Consultant (0 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 o1 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 7 Care of Work The Consultant shall adopt reasonable methods during the lite of the Agreement to furnish continuous protection to the work and the equipment, mates ials papers documents, plans studies and/or other components thereof to prevent losses oi 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 01203 000616n3)3 3 nip. 4 1 8 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as niay be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified neither party shall be responsible for the service of the other 1 9 Additional Services City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement which said adjustments are subject to the written approval of the Consultant Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25 000 whichever is less, of in the time to peiform 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 Consultants No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed 1 10 Special Requirements Additional terms and conditions of this Agreement it 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 $283,176 (Two Hundred Eighty Three Thousand One Hundred Seventy Six Dollars) (the Contract Sum ) unless additional compensation is approved pursuant to Section 1 9 01203 0006/6n3)3 3 mg‘k 5 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 oi 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 appioved subcontractor pursuant to Section 4 4, 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 cooidination, Consultant shall not be entitled to any additional compensation for attending said meetings 2 4 Invoices Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City s Director of Finance By submitting an invoice for payment under this Agreement Consultant is certifying compliance with all provisions of the Agreement The invoice shall contain all information specified in Exhibit C and 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 oi expenses incurred by Consultant Vir 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 oi 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 e Iv deemed to waive any defects in work performed by Consultant 01203 0006/653)3 3 mgNA 6 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 (I 80) 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 Agieement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, -410 including, but not restricted to, acts of God or of the public enemy unusually severe weather, fires earthquakes, floods epidemics, quarantine restrictions riots strikes height 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 Conti act Officer shall asceitain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer s determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant s sole remedy being extension of the Agreement pursuant to this Section 3 4 Term Unless ear her 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 three (3) years from the date hereof except as otherwise provided in the Schedule of Performance (Exhibit D ) The City may in its discretion, extend the Teim by three additional I-year terms ARTICLE 4 COORDINATION OF WORK 4 1 Representatives and Personnel of Consultant The following principals of Consultant ( Principals' ) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf. with respect to the work specified herein and make all decisions in connection therewith 01203 0006/6 D3D3 3 mg).% 7 Bruce Hwang Vice President/Contract Manager [Name] [Title] 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 pr incipals 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 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 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, pertorm the services required herein, except as otherwise set torth herein City shall have no voice in the selection, discharge, supervision or control of Consultant s employees, servants, representatives or agents, or in fixing 01203 0006/6»3).,3 mg.. 8 oo 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 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 111 01203 0006/6»3)3 3 mgr. 9 (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 atter completion of the services required by this Agreement (d) Workers compensation insurance Consultant shall maintain Workers Compensation Insurance (Statutory Limits) and Employee s Liability Insurance (with limits of at least $1,000,000) (e) Subcontractors Consultant shall include all subcontractois 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 insuiance as may be required in the Special Requirements in Exhibit B 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 foe 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, repiesentatives 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 requited to contribute with it The limits of insurance iequired herein may be satisfied by a combination of primary and umbrella oi 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 oi 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 ti to pay premium from Consultant payments In the alternative, City may cancel this Agreement 01203 0006/63D3»3 mgk% 10 -41811 (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) Waives 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 (g) Enforcement of contract piovisions (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 limitln2 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 teature 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 (i) 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 (1) 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 (I) 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 1* 01203 0006/6»3)3 mgNA I I 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 (o) Self-insured retentions Any self-insuied 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 of result from Consultant's performance 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 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, subcontiactors oi invitees, or any individual or entity for which Consultant is legally liable ( indemnitors ) oi 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 01203 0006/6»33 3 mgw 17 (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 piomptly 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 woik, operations or activities of 11 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 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 peitormance 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 ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION 61 Records Consultant shall keep and require subcontractors to keep such ledgers books of accounts, invoices, vouchers canceled checks reports studies of other documents relating to the disbursements charged to City and services performed hereundei (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 01203 0006/6»3»i mg« 13 .L 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 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 mei eased or decreased cost estimate foi the pioject 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 hue as defined in 17 USC 5 101, 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 0120.E 0006/6»3 3 3 mgvA 14 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 pioduct in violation of this Agreement then City shall have the right to reimbursement and indemnity from Consultant foi any damages, costs and — fees, including attorney s 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 similai pioceeding 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 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 cuied, 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 710 01203 0006/65D3 3 3 mgm. 15 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 10 interest because of such withholding an amount sufficient to cover such claim The failure of City to exercise such right to deduct oi 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 teim condition oi 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 AO 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 sante or any other provision of this Agreement 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 Agieement 7 7 Liquidated Damages Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of 01203 0006/6»3)3 3 mg%k 16 this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of$2,000 (Two Thousand Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages 7 8 Termination Prior to Expiration of Term This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time, with or without cause, upon fourteen (14) 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 heieundei 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 9 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 pieviously stated 7 10 Attorneys' Fees If either party to this Agreement is required to initiate of defend or made a party to any action or proceeding in any way connected with this Agreement the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable shall be entitled to reasonable attorney s fees Attorney s fees shall include attorney s fees on any appeal, and in addition a party entitled to attorney s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment 01203 0006/6»33 3 mgr% 17 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 Agieement, 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 of 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 piotected 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 § 1 101 et sec' 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 01203 0006/6,D3).,3 mgk. 1 8 liabilities or sanctions imposed, together with any and all costs, including attorneys fees, incurred by City ARTICLE 9 MISCELLANEOUS PROVISIONS 91 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 Rancho Palos Verdes 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 eithei 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 paiagiaphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent 01203 0006/6))3D3 3 mgw 19 of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless 9 6 Warranty & Representation of Non-Collusion No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation partnership or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation The determination of "financial interest' shall be consistent with State law and shall not include interests found to be `remote' or 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) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators successors and assigns of the parties ]SIGNATURES ON FOLLOWING PAGE] All 01203 0006/6),h3 3 mg' 20 rr, 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 ors__ John C ui shank Mayor ATTEST mily Colborn, City Cler APPROVED AS TO FORM ALESHIRE& WYNDER, LLP ito) ,i William W Wy.i i- , City Attorney CONSULTANT VALLEY MAINTENANCE CORP , a California corporation ame Bruce M Hwang ( 8Y 4/6, 't4 hiA/ Title Vice President —i4 me Bruce Lee (L YrIA/ej Title President I 1759 Telegraph Road Santa Fe Spi Ings California 90670 Two corporate officer signatures required when Consultant 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 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 01203 0006/63D33 3 mgr% '1 CALIFORNIA AI.LiPURP-OSE ACKNOWLSIMME T State of California County of Los Angeles On VVI-1 j 1��202--e' before me, Kumar Venkatesan, Notary Public Date Here Insert Name and Title of The Officer personally appeared _PR t./ c' ►M )4 P CE -- ' 0 e 0 •per e who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) {Fare subscribed to the within Instrument and acknowledged to me that }i a/they executed the same In Neater/their authorized capacity(ies), and that by flatter/their signatures) on the Instrument the person(s), or the entity upon behalf of PbVEV WTESaN which the person(s) acted, executed the Instrument Notary _ is Canforma R'- Los Ance es County '414- ''' Commission=2286351 I certify under PENALTY OF PERJURY under the laws My Co—m Expi es Ma,.2n 2023 A�—�—��- of the State of California that the foregoing g g paragraph Is true and correct WITNESS my hand and official seal Signature Place Notary Seal Above Signature olNotary ubllc OPTIONAL Though the Information below Is not required by law,It may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document Document Date. Number of Pages Signer(s)Other Than Named Above: Capacity(les) Clb tted••b'y Signer(s) Signer's Name Signer's Name, O Individual 0 individual O Corporate Officer—Title(s) 0 Corporate Officer—Title(s) O Partner—O Limited 0 General , . ,• , 0 Partner—0 Limited 0 General RIGHT INUIUI►RINT 0 Attorney In Fact OFSICNER 0 Attorney In Fact • OFSIDPIER -.• 0 Trustee Top of thumb here 0 Trustee Top of thumb here O Guardian or Conservator 0 Guardian or Conservator O Other 0 Other Signer Is Representing' Signer Is Representing i.,'e!:'i::ri!v!sa!::!:✓:✓:✓.:!i,✓;C'!:;!.,dei.,.!:'i.<qc�✓�,!'c✓.c✓c:fi.N. N;!.O:!=C:!:<:..:�e!:�- .. . . :: !:N5!.4'isNC!=N;:4•!.N N;!.S:c�S!:�SaNS 02007 National Notary Assodation•9550 Da Soto Ave,PO Box 2402•Chatsworth,CA 91513 2402'www NetionaiNotaryorg Item 15907 Reorder Cat Totl-Free'1.900 8788627 EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following custodial services (the Services) All of the foregoing Services to be provided by Consultant shall be performed in conformance with the State of California and the Los Angeles County Departments of Health standards related to cleaning, disinfecting, and other sanitation steps necessary to limit the spread of the novel corona virus known as COVID-19, as those standards may be adjusted from time-to-time A The Services will be conducted at the following locations 1 City Hall offices (30940 Hawthorne Boulevard) including Administration, Finance, Public Works and Recreation & Parks departments Consultant shall provide a vacuum broom mop and dust pan, to be left at City Hall for use by City staff during daytime hours 2 Community Development offices (30940 Hawthorne Boulevard) including Planning Building Safety and Code Enforcement divisions 3 RPVTV (Channel 33) Cable Studio (30940 Hawthorne Boulevard), 4 Fred Hesse Jr Community Center ( Hesse Park' ) (29301 Hawthorne Boulevard) Consultant shall provide a vacuum broom mop and dust pan at Hesse Park for use by City staff during daytime hours 5 Ryan Park (30359 Hawthorne Boulevard), 6 Ladera Linda Community Center(32201 Forrestal Road) 7 Eastview Park (1700 Westmont Avenue), 8 Point Vicente Interpretive Center(30501 Palos Verdes Drive West) 9 Abalone Cove Shoieline Park (5970 Palos Verdes Drive South), and 10 Additional areas as assigned by the City s Maintenance Superintendent Prior to completing on-call cleaning services B Furnish all labor, materials (except paper goods) supplies and equipment necessary to provide cleaning for complete custodial maintenance services to include the following 1 Restroom cleaning, restocking and disinfecting 2 Trash can maintenance collection removal and sanitization inside and outside, 01203 0006/65.)3)3 3 mgr% A-1 3 Sweep, mopping, and vacuuming floors 4 Clean and polishing desks and chairs, 5 Complete cleaning of kitchen including appliances 6 Detail cleaning such as nightly spill and gum removal from all floors carpets, and seat fabric, 7 Use back pack type hose vacuum cleaner to clean hard to reach areas- under the furniture and corners 8 Utilize Consultant s unique Floor Intensive Program, and fAIV 9 Carpet extraction clean with truck mounted --. II As part of the Services, Consultant will prepare and deliver the following tangible work products to the City A Consultant will develop and maintain a daily, weekly and monthly cleaning log and check list to ensure all tasks are completed according to the Consultant and City standards The Cleaning log is to indicate date time and name of personnel that completed each tasks The logs are to be submitted weekly to the City's Maintenance Superintendent MI Juan Hernandez unless otherwise directed by the Contract Officer III In addition to the requirements of Section 6 2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports A Monthly Reports, verifying (to the satisfaction of the City) that all scheduled and on-call custodial services have been performed during the previous month, including the following I dates and times that each required location were cleaned 2 a summary including the amounts of waste collected and waste recycled, and 3 any other information that the City may require to verify that all required work has been performed IV All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City 01203 000616n3)3 3 mgti A-2 V Consultant will utilize the following personnel to accomplish the Services A Bruce Hwang Vice President/Contract Manager B Vicky Amaro, On-Site Supervisor C Alex Alvares, Lead Custodian 01203 0006/6»3)3 i mgv% A-3 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) [INTENTIONALLY LEFT BLANK] 01203 0006/603)3 3 mpv B-I EXHIBIT "C" SCHEDULE OF COMPENSATION Consultant shall perform the following tasks at the following rates Item Price Per Annual 3 Year Base No Description Month Amount _ Amount City Hall Office 1 (30940 Hawthorne Boulevard) (Administration, Public Works&Parks $ 1,750 $ 21,000 $ 63,000 and Recreation) 2 Planning,Building&Code Enforcement (30940 Hawthorne Boulevard) $ 580 $ 6,960 $ 20,880 3 Cable TV(Channel 33)Studio $ 146 $ 1,752 $ 5,256 4 Hesse Park (29301 Hawthorne Boulevard) $ 1,450 $ 17,400 $ 52,200 5 Ryan Park (30359 Hawthorne Boulevard) $ 560 $ 6,720 $ 20,160 6 Ladera Linda Community Center (32201 Forrestal Road) $ 520 $ 6,240 $ 18,720 7 Eastview Park (1700 Westmont Avenue) $ 410 $ 4,920 $ 14,760 8 Point Vicente Interpretive Center (30501 Palos Verdes Drive West) $ 1,320 $ 15,840 $ 47,520 9 Abalone Cove Shoreline Park (5970 Palos Verdes Drive South) $ 410 $ 4,920 $ 14,760 Regular Cleaning Total $85,752 $ 257,256 Item Description Price Unit Annual 3 Year Base No Amount Amount 10 Extra Work $ 0 12 per ft2 $ 8,640 $ 25,920 CONTRACT SUM $ 94,392 $ 283,176 01203 0006/6»3)3 3 mg« C-1 II A retention of ten percent (10%) shall be held from each payment as a contract AN retention to be paid as part of the final payment upon satisfactory completion of services Not applicable III Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2 1, unless Additional Services are approved per Section 1 9 IV The City will compensate Consultant for the Services performed upon submission of a valid invoice Each invoice is to include A The amount applicable to the invoice period B The Monthly Report V The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2 1 of this Agreement VI The Consultant's billing rates for all personnel are attached as Exhibit C-1 Not Applicable 01203 0006/65D3)3 3 mg‘‘ C-2 EXHIBIT "D" SCHEDULE OF PERFORMANCE Consultant shall perform all services timely in accordance with the following schedule A Consultant will conduct the Services on each night after the facility in question has closed to the public The Services will be conducted seven (7) days a week, Monday through Sunday at each of the facilities, with the e\ception of City Flail, where the Services will only be conducted five (5) days a week Monday through Friday Consultant will conduct any additional cleaning based on the schedule submitted and approved by the Contract Officer 11 Consultant shall deliver the following tangible work products to the City by the following dates A The Cleaning Log will be delivered to City's Maintenance Superintendent Mr Juan Hernandez, unless otherwise directed by the Contract Officer on a weekly basis III The Contract Officer may approve extensions for performance of the services in accordance with Section 3 2 01203 0006/6»3)3 3 mv.k D-I