Glendora City Council
July 9, 2024

“EXHIBIT A, CITY OF RANCHO CUCAMONGA CONFLICT OF INTEREST/NON-DISCLOSURE STATEMENT” It is the policy of the City to prevent personal or organizational conflict of interest, or the appearance of such conflict of interest, in the award and administration of City Contracts, including, but not limited to Contracts for Professional Services Agreements (“PSA”) with potential Consultants.

I do not have specific knowledge of confidential information regarding RFP responses received in response to the Request for Proposal (“RFP”) #21/22-011 for The Development Of A Comprehensive Urban Forest Management Plan.

I agree not to disclose or otherwise divulge any information pertaining to the contents, status, or ranking of any RFP response to anyone. I understand the terms and "disclose or otherwise divulge" to include, but are not limited to, verbal conversations, written correspondence, reproduction of any part or any portion of any RFP response, or removal of same from designated areas.

I, the undersigned, hereby certify that the following statements are true and correct and that I understand and agree to be bound by commitments contained herein.
______________________________________ (Print Name)
______________________________________ (Relationship to the City) ______________________________________ (Relationship to the Consultants) ______________________________________ (Signature)
______________________________________ (Date)
Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.

Joseph Monaco, AICP
President/CEO
May 23, 2022
DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 175
Meeting Date: 7/9/2024 / Packet Page #: 321
The City of Rancho Cucamonga
Request for Proposal (“RFP”) #21/22-011
for
Consultant Services for the Development of A Comprehensive Urban Forest Management Plan __________________________________________________________________________________________________ __________________________________________________________________________________________________

“EXHIBIT B, PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY” Mark the appropriate choice, below:
_____ Consultants accepts the PSA without exception.

OR
_____ Consultants proposes exceptions to the PSA.

Summarize all exceptions on a separate document. Enclose a written summary of each change and title as “Exception Summary”, which shall include the Consultants’ rationale for proposing each such exception. Each exception must be labeled with the Section number in the PSA. Failure to properly reference exceptions in the submitted summary may deem the response as non-responsive. ___________________________________
Signature
___________________________________
Printed Name
___________________________________
Title
___________________________________
Date
Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.

X
Joseph Monaco, AICP
President/CEO
May 23, 2022
DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 176
Meeting Date: 7/9/2024 / Packet Page #: 322

EXCEPTION SUMMARY

11. Indemnification.

11.1 Professional Services. In the connection with its professional services, the Consultant shall defend, indemnify, and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, “Indemnitees”), free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall pay all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. Notwithstanding the foregoing, with respect to any professional liability claim or lawsuit, this indemnity does not include providing the primary defense of City, provided, however, Consultant shall be responsible for City’s defense costs to the extent such costs are incurred as a result of Consultant’s negligence, recklessness or willful misconduct.

DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 177
Meeting Date: 7/9/2024 / Packet Page #: 323
The City of Rancho Cucamonga
Request for Proposal (“RFP”) #21/22-011
for
Consultant Services for the Development of A Comprehensive Urban Forest Management Plan __________________________________________________________________________________________________ “EXHIBIT C, ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED”
I, ____Joseph Monaco, AICP______ the ___President/CEO____________________________ (President, Secretary, Manager, Owner or Representative) of _____Dudek________________________________________________________, certify that the (Name of Company, Corporation or Owner)
Specifications and General Provisions regarding insurance requirements as stated within the Professional Services Agreement (PSA), for the Purchase Contract designated Request for Proposal (“RFP”) #19/20-021 for Hazardous Waste Removal, Remediation and Disposal Services On an As Needed Basis have been read and understood and that our Consultants is able to provide and maintain the coverage as specified in the PSA.

Failure to provide said coverage, upon request to finalize the PSA prior to award shall be enough cause for immediate disqualification of award. Failure to maintain said coverage shall result in termination of the contract.
___________________________________
Signature
_Joseph Monaco, AICP_______________
Printed Name
_President/CEO_____________________
Title
_May 23, 2022______________________
Date
Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.
__________________________________________________________________________________________________

DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 178
Meeting Date: 7/9/2024 / Packet Page #: 324
The City of Rancho Cucamonga
Request for Proposal (“RFP”) #21/22-011
for
Consultant Services for the Development of A Comprehensive Urban Forest Management Plan __________________________________________________________________________________________________ __________________________________________________________________________________________________

“EXHIBIT D, ADDENDUM ACKNOWLEDGEMENT”
The Consultants hereby acknowledges the following Addenda Number(s) to this RFP have been received, if any.

Consultants understands failure to acknowledge any addenda issued may cause the RFP response to be considered non-responsive. It is the Consultants’ responsibility to log into the Bid System to identify and download the number of addenda that have been posted.
• __________________
• __________________
• __________________
• __________________
___________________________________
Signature
___________________________________
Printed Name
___________________________________
Title
___________________________________
Date
Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.
1 (May 17, 2022)
Joseph Monaco, AICP
President/CEO
May 23, 2022
DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 179
Meeting Date: 7/9/2024 / Packet Page #: 325
The City of Rancho Cucamonga
Request for Proposal (“RFP”) #21/22-011
for
Consultant Services for the Development of A Comprehensive Urban Forest Management Plan __________________________________________________________________________________________________ “EXHIBIT E, DEBARMENT AND SUSPENSION CERTIFICATION FORM” I certify that neither __Dudek______________________ (Consultant) nor any of its proposed subcontractors are not currently listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the guidelines under 2 CFR 200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), and that neither Consultant nor any of its proposed subcontractors are tax delinquent with the State of California.

I acknowledge that if Consultants or any of its subcontractors subsequently are placed under suspension or debarment by a local, state or federal government entity, or if Consultants or any of its subcontractors subsequently become delinquent in California taxes, our Proposal will be disqualified. ___________________________________
Signature
_Joseph Monaco, AICP_______________
Printed Name
_President/CEO_____________________
Title
_May 23, 2022______________________
Date
Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.

DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 180
Meeting Date: 7/9/2024 / Packet Page #: 326
The City of Rancho Cucamonga
Request for Proposal (“RFP”) #21/22-011
for
Consultant Services for the Development of A Comprehensive Urban Forest Management Plan __________________________________________________________________________________________________ __________________________________________________________________________________________________

“EXHIBIT F, PARTICIPATION CLAUSE”
It is hereby understood that other government entities, such as cities, counties, and special/school districts may utilize this RFP response at their option for equipment or services at the RFP response price for a period of ________ days. Said entities shall have the option to participate in any award made because of this solicitation.

Any such piggy-back awards will be made independently by each agency, and the City is not an agent, partner or representative of these agencies and is not obligated or liable for any action of debts that may arise out of such independently negotiated piggy-back procurement. Each public agency shall accept sole responsibility of its own order placement and payments of the Consultants.

Successful Consultants will extend prices as proposed herein to other governmental agencies, please specify.

YES __________ NO _________
Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.
90 X
DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 181
Meeting Date: 7/9/2024 / Packet Page #: 327
The City of Rancho Cucamonga
Request for Proposal (“RFP”) #21/22-011
for
Consultant Services for the Development of A Comprehensive Urban Forest Management Plan __________________________________________________________________________________________________ __________________________________________________________________________________________________

“EXHIBIT G, SIGNATURE OF AUTHORITY”
The undersigned firm declares that he has carefully examined the specifications and read the above terms and conditions, and hereby proposes and agrees, if this RFP response is accepted, to furnish all material in accordance with the specifications and instructions, in the time and manner therein prescribed for the unit cost amounts set forth in the following RFP response.

THE CONSULTANT IN SUBMITTING THIS RFP RESPONSE MUST FILL IN THE FOLLOWING INFORMATION. FAILURE TO DO SO MAY DEEM YOUR RFP RESPONSE AS NON-RESPONSIVE.

Company Name: Address:
(Street, Su. # City, State, Zip)
Telephone #:

Fax #:

E-mail address: Web Address:

Authorized Representative: (print) Title:

Signature: Date:

Exhibits are not to be included in your bid response. All referenced Exhibits must be submitted in Planet Bids system under the Response Types, Exhibits A – H.

Dudek
605 Third Street
Encinitas, California 92024
760.942.5147
760.632.0164
[email protected] www.dudek.com
Joseph Monaco, AICP President/CEO
May 23, 2022
DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 182
Meeting Date: 7/9/2024 / Packet Page #: 328
The City of Rancho Cucamonga
Best and Final Offer – Request for Proposal (“RFP”) #21/22-011 For
Consultant Services for the Development of a Comprehensive Urban Forest Management Plan _____________________________________________________________________________________ Line
Item #
Section Description UOM QTY UNIT
Cost
Line Item
Total
1 Project Management Project Management EA 1
2 Community/Stakeholder
Engagements
Community/Stakeholder
Engagements
EA 1
3 Public Hearings Public Hearings EA 1
4 Outline of Content for
the UFMP
Outline of Content for
the UFMP
EA 1
5 Administrative Draft
UFMP
Administrative Draft
UFMP
EA 1
6 Public Draft UFMP Public Draft UFMP EA 1
7 Final UFMP Final UFMP EA 1
8 Changes/Updates to the
Municipal Code
Changes/Updates to the
Municipal Code
EA 1
9 Tree Inventory &
Canopy Mapping
Tree Inventory &
Canopy Mapping
EA 1
10 Tree Care Practices &
City Grid Pruning Cycle
Tree Care Practices &
City Grid Pruning Cycle
EA 1
11 Creation of a Tree
Urban Palette
Creation of a Tree
Urban Palette
EA 1
12 Assess the Public Works
Urban Forest Team
Assess the Public Works
Urban Forest Team
EA 1
$10,240.00
$18,878.25
$4,954.75
$950.00
$18,960.00
$14,920.00
$10,600.00
$9,420.00
$78,827.50
$4,220.00
$3,710.00
$5,380.00
Total $181,060.50
DocuSign Envelope ID: FBC2C912-9869-4C32-B6B9-F256B5B58BC7 Item #13. Page 183
Meeting Date: 7/9/2024 / Packet Page #: 329

STAFF REPORT
To: Mayor And Council Members Date: July 9, 2024
From: City Manager District(s): Citywide
Subject: Consideration of CalCities Annual Conference Resolution Prepared by Council Member Allawos (Allawos and Boyer)

RECOMMENDATION
That the City Council:

1. Discuss and provide direction to staff on the possibility of submitting a resolution for consideration as part of the Cal Cities Annual Conference; and

2. If applicable, provide direction and direct staff to present the resolution.

STRATEGIC FOCUS AREAS
Not Applicable.

EXECUTIVE SUMMARY
Annually, through the Cal Cities Annual Conference, the General Assembly discusses resolutions, which add to or modify Cal Cities policy. There are two routes for resolutions to be considered, general resolutions and petitioned resolutions – each has a unique set of steps and qualifications to be considered by the General Assembly.

On June 25, 2024, Councilmember Allawos, with a second from Councilmember Boyer, directed staff to return to City Council on July 9, 2024, for consideration of a to-be-determined resolution to be submitted to Cal Cities as part of their annual conference.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
Annually, the City Council selects the City’s Cal Cities Annual Conference voting delegate and alternate voting delegate. This process typically occurs in September/October of each year.

On June 25, 2024, Councilmember Allawos, with a second from Councilmember Boyer, directed staff to return to City Council on July 9, 2024, for consideration of a to-be-determined resolution to be submitted to Cal Cities as part of their annual conference.

DISCUSSION
Developing Cal Cities policy is a dynamic process that engages a wide range of members to ensure that Cal Cities represents California cities with one voice. These policies directly guide Cal Cities' advocacy to promote local decision-making, and lobby against statewide policies that erode local control. The resolutions process and General Assembly process is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. There are two different routes for a resolution to take (Attachment A):

Route 1: General Resolutions

1. Sixty days before the Cal Cities Annual Conference, Cal Cities members may submit policy proposals on issues of importance to cities. Specifically, any elected or appointed city official, Item #14. Page 1
Meeting Date: 7/9/2024 / Packet Page #: 330
Staff Report Page 2 of 3
individual city, caucus, division, department, policy committee, or the Board of Directors may submit a resolution for consideration at the Annual Conference. Resolutions must focus on direct municipal issues of statewide importance. Those submitting resolutions must provide written documentation of such concurrence; this may be in the form of a letter from the city or the city official in support. For concurrence by a city official, the official’s city and office held must be included in the letter. All documentation of concurrences must be submitted with the resolution.

2. The Cal Cities President assigns general resolutions to policy committees where members review, debate, and recommend positions for each policy proposal. Recommendations are forwarded to the Resolutions Committee.

3. The Resolutions Committee considers all resolutions. General resolutions approved by either a policy committee or the Resolutions Committee are next considered by the General Assembly.

General resolutions not approved, or referred for further study by both a policy committee and the Resolutions Committee, do not go to the General Assembly. All Petitioned Resolutions are considered by the General Assembly, unless they are disqualified by the Resolutions Committee. The Resolutions Committee consists of representatives from each caucus, division, department, policy committee, and individuals appointed by the Cal Cities president; the committee may also amend the resolution, prior to moving it forward for consideration by the General Assembly.

4. During the General Assembly, voting delegates debate and consider general and petitioned resolutions forwarded by the Resolutions Committee. Potential Cal Cities bylaws amendments are also considered at this meeting.

Route 2: Petitioned Resolutions
The petitioned resolution is an alternate method to introduce policy proposals during the annual conference. The petition must be signed by voting delegates from 10% of member cities, and submitted to the Cal Cities President at least 24 hours before the beginning of the General Assembly. 2024 Resolutions Calendar
 Saturday, Aug. 17, 2024: Deadline to submit resolutions, 60 days prior to the opening of the annual conference.
 Thursday, Oct. 17, 2024, 8:30 a.m.: Deadline to submit signatures to qualify a petitioned resolution.
 Thursday, Oct. 17, 2024: Resolutions Committee meets to consider and make recommendations on general resolutions and petitioned resolutions.
 Friday, Oct. 18, 8:30 a.m.: All voting delegates must be checked in prior to the beginning of the General Assembly. (Voting delegates must be registered to attend the annual conference and must stay until the conclusion of voting.)
 Friday, Oct. 18, 8:30 a.m.: Consideration of general resolutions and petitioned resolutions by cities in the General Assembly Meeting.

Proposed Resolution (Attachment B):

On June 25, 2024, Councilmember Allawos, with a second from Councilmember Boyer, directed staff to return to City Council on July 9, 2024 for consideration of a to-be-determined resolution to be submitted to Cal Cities as part of their annual conference.

Subsequent to that meeting, Councilmember Allawos provide staff with the following language for consideration by the City Council:
“The California State Legislature shall not enact, and the Governor shall not approve, any law or regulation that applies solely to elected officials of California cities, counties, and special districts, unless such law or regulation also applies equally to members of the California State Assembly and Senate. The prohibition shall not apply to laws or regulation affecting the inherent power of the legislative branch under the California Constitution.”
Item #14. Page 2
Meeting Date: 7/9/2024 / Packet Page #: 331
Staff Report Page 3 of 3
As of the date of posting this agenda, the final resolution and language is not available. When it is, the agenda packet and this item will be updated accordingly.

Next Steps:

City staff needs direction from the City Council in two areas. First, the City Council need to decide if it would like to move forward with a resolution at the annual conference. If yes, the City Council needs to provide staff with direction on which route; general resolution or petitioned resolution.

Second, if applicable, the City Council should provide staff with direction on the resolution language submitted by Councilmember Allawos.

FISCAL IMPACT
There is no fiscal impact associated by the recommendations in this report. Annually, the City budgets for the attendance of the Cal Cities Annual Conference by elected officials and City staff.

ENVIRONMENTAL DETERMINATION
None
Prepared By Adam Raymond, City Manager
Concurs With Not Applicable
Reviewed By Michael Allawos, Council Member / Gary Boyer, Council Member Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Marie Ricci, Deputy City Manager
Approved By Moises Lopez, Assistant City Manager
Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
Payam Mostafavi, Assistant City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. How it Works – Cal Cities Resolution and General Assembly B. Draft Resolution (Not Available as of 7/3/24)
Item #14. Page 3
Meeting Date: 7/9/2024 / Packet Page #: 332
Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.

The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.

Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.

Recommendations are forwarded
to the Resolutions Committee.

Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.

Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.

Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.

Cal Cities policy
development is a memberinformed process,
grounded in the voices and
experiences of city officials
throughout the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.

General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).

Item #14. Page 4
Meeting Date: 7/9/2024 / Packet Page #: 333

STAFF REPORT
To: Mayor and Council Members Date: July 9, 2024
From: Police District(s): Citywide
Subject: Award Consultant Services Agreement for Crossing Guard Services to All City Management Services Inc. in an Amount not to exceed $280,917 for the period of July 1, 2024, through June 30, 2025, with an Option to Extend up to Four Additional One-Year Periods

RECOMMENDATION
That the City Council:

1. Award a Consultant Services Agreement for crossing guard services to All City Management Services Inc. in an amount not to exceed $280,917 annually;

2. Authorize the Police Chief to execute any necessary contingency in an amount not to exceed 5% of the original contract amount;

3. Authorize the City Manager or his designee to execute the agreement including minimal and/or non-substantive chances.

STRATEGIC FOCUS AREAS
 Not Applicable

EXECUTIVE SUMMARY
On June 11, 2019, the City Council approved an agreement with All City Management Services Inc. (ACMS) to provide crossing guard services to the City. ACMS provides crossing guards at 14 locations within the City of Glendora for the purpose of crossing school pedestrians at intersections. This agreement expired on June 30, 2024.

The City of Glendora and the Glendora Unified School District (GUSD or District) entered into a Master Joint Use Agreement (JUA) on January 30, 2024. Per this agreement, the GUSD will equally share the total cost for the 12 crossing guard locations within their district. Staff recommends City Council authorize the creation of GUSD Master JUA Fund 105 to track activity related to the GUSD Master JUA, award a Consultant Services Agreement for crossing guard services to All City Management Services Inc. in an amount not to exceed $280,917, and authorize an increase in estimated revenues and appropriations in GUSD Master JUA Fund 105 to centralize all costs and associate offset revenues.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
In the past, the City of Glendora’s crossing guard program was staffed by a group of civilian personnel who were hired, trained, and supervised by a member of the Police Department.

On July 13, 2011, the City entered into an agreement with All City Management Services Inc. (ACMS) for the purpose of providing crossing guard services to the City in the amount of $109,381 with Glendora Unified School District contributing approximately $29,363 annually.

On April 14, 2015, the City Council approved a four year extension to the agreement in the amount of $167,227 annually with Glendora Unified School District contributing approximately $32,000 annually.

Item #15. Page 1
Meeting Date: 7/9/2024 / Packet Page #: 334
Staff Report Page 2 of 3
On June 11, 2019, the City Council approved a four (4) year extension to the agreement in the amount of $222,810 annually.

On January 30, 2024, the City Council approved the Master Joint Use Agreement between the City and Glendora Unified School District. The Master Joint Use Agreement reaffirmed the longstanding collaboration and partnership between the City and District by incorporating all previous agreements and clarifying City and District responsibilities related to crossing guard services.

DISCUSSION
The City of Glendora has had a good working relationship with ACMS over this previous agreement period, which included the four, one-year optional renewal periods. A new agreement is requested for a period of one year, July 1, 2024, through June 30, 2025, with an option to extend it for up to four (4) additional one-year periods. As a part of the agreement, ACMS agrees to hire, train, properly outfit and provide relief and/or reserve coverage at the 14 designated locations within the City of Glendora. Location changes may be evaluated on an annual basis.

This new agreement will include an hourly contract billing rate increase from $30.12 per hour to $31.85 per hour. ACMS has raised their hourly rate to ensure crossing locations have staffing and to stay competitive with other industry peers providing similar services. There are no other companies in the area that provide the same services as ACMS. All other crossing guard companies provide staff for special events, not regular day-to-day school crossings.

In January 2024, the City of Glendora entered into a Master Joint Use Agreement with the Glendora Unified School District. Per this agreement, the GUSD will equally share the total cost for the 12 crossing guard locations within their district. Below are tables providing the projected and actual costs incurred for crossing guard services from FY2019-20 to FY2024-25.

Crossing Guard Projected Costs
School Year FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 Signed Contract Total Costs $222,805 $234,598 $247,867 $290,000 $303,509 $280,917 COVID Contract Adjustment Total $156,800 $57,400
GUSD Contribution (12 locations) $24,000 $13,280 $32,000 $32,000 $32,000 $120,393 COUSD Contribution (2 locations) $0 $0 $0 $0 $0 $0
City's Projected Cost $132,800 $44,120 $215,867 $258,000 $271,509 $160,524 Crossing Guard Actual Costs Projected
School Year FY 2019-20 FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24 FY 2024-25 Actual Contract Total Costs $156,800 $57,380 $200,066 $278,669 $233,219 $280,917 GUSD Contribution (12 locations) $24,000 $13,280 $32,000 $32,000 $32,000 $120,393 COUSD Contribution (2 locations) $0 $0 $0 $0 $0 $0
City's Actual Cost $132,800 $44,100 $168,066 $246,669 $201,219 $160,524 To track these costs and other activities (i.e. school resource officer, landscape maintenance, library resources, etc) addressed in the City and District Master JUA a new fund will be created, GUSD Master JUA Fund 105. This will allow for enhanced reporting and ease of tracking revenue and expenditures during the aforementioned pilot program as well as for the overall quarterly revenue and expenditure review meetings. Staff will be able to easily check in and see how the MOU has impacted our finances throughout each year and year over year.

FISCAL IMPACT
Item #15. Page 2
Meeting Date: 7/9/2024 / Packet Page #: 335
Staff Report Page 3 of 3
Sufficient appropriations are included in the Adopted FY2024-25 Midcycle Budget in the amount of $280,917. The new MOU with the school district increased the contributions to 50% of the 12 locations within the district, estimated at $120,393. The net cost of the contract to the City is approximately $160,524 annually for FY 2024-25; please note this also includes the crossing guard services at two locations for Charter Oak Unified School District.

The increase in rates is due to the increase in the hourly rates of the employees that started at $10.44/hour in 2011 to $31.85/hour in 2024. Minimum wage increases and the need to stay competitive are the main drivers of the hourly rate increase.

With the creation of the GUSD Master JUA Fund (105) staff will make the necessary budget adjustments consolidating revenues and expenditures into the GUSD Master JUA Fund (105) to address activity historically occurring in the General Fund (101) and/or Measure E Fund (103) (i.e. sports field costs, school resource officer, crossing guards, library services etc.) as provided for in the City and GUSD Master JUA. Ongoing review of the revenue and expenditures related to the GUSD Master JUA will be performed over the course of the 2024-25 fiscal year to identify any necessary adjustments to be included in the future budget processes (FY2024-25 Mid-Year and/or FY2024-2026 2-Year Budget).

ENVIRONMENTAL DETERMINATION
None.

Prepared By Julie Linger, Management Analyst
Concurs With Not Applicable
Reviewed By Mike Randazzo, Chief of Police
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. All City Management Services Contract
B. Schedule of Compensation
C. Master Joint Use Agreement GUSD
D. PowerPoint
Item #15. Page 3
Meeting Date: 7/9/2024 / Packet Page #: 336
Agreement – All City Management (Crossing Guard Services) 07.09.2024 1

CITY OF GLENDORA

CONTRACT SERVICES AGREEMENT FOR

SCHOOL CROSSING GUARD SERVICES
THIS CONTRACT SERVICES AGREEMENT (herein “Agreement”) is made and entered into this _____ day of __________, 2024, by and between the CITY OF GLENDORA, a California municipal corporation (“City”) and ALL-CITY MANAGEMENT SERVICES, INC., a California corporation (herein “Consultant”).

NOW, THEREFORE, the parties hereto agree as follows:

1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner.

1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction.

1.3 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 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement.

1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

2. COMPENSATION

2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not DocuSign Envelope ID: D3B7C468-8478-4BF4-88DF-DDB2CC031EC9 Item #15. Page 4
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exceeding the maximum contract amount of $280,917 (Two Hundred Eighty Thousand Nine Hundred Seventeen Dollars) (“Contract Sum”).

2.2 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 or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.3 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 cost 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 but not exceeding a total contract amount of Fifty Thousand Dollars ($50,000) or in the time to perform of up to ninety (90) days may be approved by the City Manager. Any greater increases than Fifty Thousand Dollars ($50,000), taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

3. PERFORMANCE SCHEDULE

3.1 Time of Essence. Time is of the essence in the performance of this Agreement.

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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 thirty (30) days cumulatively.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding 1 year from the date hereof (“Term”), except as otherwise provided in the Schedule of Performance (Exhibit “D”).

Notwithstanding anything to the contrary herein, the City Manager, in his/her sole discretion, may extend the Term of this Agreement for up to four (4) additional one (1) year terms (the “Extended Term”), on terms and conditions mutually agreeable to the parties, so long as the compensation due to Consultant for each annual period of the Extended Term does not exceed the Contract Sum specified in Section 2.1 (subject to potential increases to such Contract Sum consistent with the change in the Consumer Price Index (Los Angeles-Riverside-Orange County) for such extension).

City shall notify of its election to extend the Term of the Agreement in writing (or any Extended Term) not later than forty-five (45) calendar days prior to the expiration of the Term or any Extended Term.

4. COORDINATION OF WORK

4.1 Representative of Consultant. Demetra Farwell is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the DocuSign Envelope ID: D3B7C468-8478-4BF4-88DF-DDB2CC031EC9 Item #15. Page 6
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exclusive direction of the representative of Consultant. 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, and shall keep City informed of any changes.

4.2 Contract Officer. The City’s Police Chief or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”).

4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void.

4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth.

Consultant shall perform all services required herein as an independent contractor of City 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, or that it is a member of a joint enterprise with City.

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.

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(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Sexual Abuse or Molestation (SAM) Liability. Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.
(f) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(g) Additional Insurance. Policies of such other insurance, 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 for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit DocuSign Envelope ID: D3B7C468-8478-4BF4-88DF-DDB2CC031EC9 Item #15. Page 8
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of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (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.

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(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any crossliability 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-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s 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.

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To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. 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.

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 or as the Contract Officer shall require.

6.3 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 the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

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(c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for 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 the City should Consultant 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 thereunder.

The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant.

6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the 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 the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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. 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, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

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7.3 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 any legal action under this Agreement.

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.

7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine.

Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. 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, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. 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.

7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

8. MISCELLANEOUS
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8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement.

Consultant shall take affirmative action to ensure 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

8.2 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.

8.3 Notice. 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 Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, 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.

8.4 Integration; Amendment. 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing.

8.5 Severability. In the event that part of 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 portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any DocuSign Envelope ID: D3B7C468-8478-4BF4-88DF-DDB2CC031EC9 Item #15. Page 14
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default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which any be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment.

8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

8.9 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. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Delivery of a signed counterpart in electronic form (i.e., PDF) by email shall constitute good and sufficient delivery. The parties are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby wave any defenses to the enforcement of the terms of this Agreement based on the form of signature

8.10 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 ___________________
Demetra Farwell
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Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[Signatures On The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Natasha Woolford
Assistant Director – Finance
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

ALL CITY MANAGEMENT SERVICES, INC.

Name: Barron Farwell
Title: President
Email Address: [email protected]
Name: Demetra Farwell
Title: Corporate Secretary
Email Address: [email protected]
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

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01240.0010/991792.1 d
EXHIBIT "A"

SCOPE OF SERVICES
Contractor shall manage the services to be provided pursuant to this Agreement in accordance with the provisions and parameters established herein:

1. Administration:

The Contractor shall provide the necessary management and personnel whose expertise will ensure the safe and efficient operation of the Crossing Guard Services provided hereunder.

2. Supervision:

Supervision of the day-to-day Crossing Guard Services will be vested in the Contractor. Donna Gage, Contractor's employee, shall be available to the City by cell phone or in person during all hours in which the Crossing Guard Services are operational in the City. Contractor shall provide supervisory personnel to ensure that Crossing Guard activities are taking place at the required locations and times and in accordance with all terms of this Agreement. Consultant shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report to work at the assigned time and location.

In addition, prior to the commencement of services under this Agreement, Consultant shall provide City with a list of all personnel who may provide Crossing Guard services within the city pursuant to this Agreement and proof, to the City's satisfaction, of the background check required in item 6 below for each Crossing Guard. Contractor agrees that it may not use anyone to provide the services required pursuant to this Agreement who is not on the list provided to the City as all Crossing Guards must pass the required background check.

3. Training and Safety:

Contractor shall provide personnel properly trained for the performance of all duties as Crossing Guards. In the performance of their duties, Contractor's employees shall conduct themselves in accordance with the requirements of this Agreement and the laws and codes of the State of California pertaining to general pedestrian safety and school crossing areas.

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4. Apparel:

All Crossing Guards shall wear apparel provided by Consultant which is readily visible and allows them to be easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing duties of a Crossing Guard and shall be worn at all times while performing said duties.

This apparel must be appropriate for weather conditions. Consultant shall also provide each Crossing Guard with a handheld "Stop" sign and a safety vest. Visible traffic signs, cones or delineators shall be provided by Consultant and used by Crossing Guard(s) when and where appropriate. If a hat is worn by any Crossing Guard(s) while on duty and providing services under the terms of this Agreement, such hat must be worn as designed.

5. Appropriate Behavior:

Each Crossing Guard furnished by the Contractor shall at all times meet or exceed the following standards:

A. To have completed all required trainings and requirements necessary to perform the duties of a crossing guard on or near school grounds and have cleared a "Live Scan" criminal background check; and
B. Be courteous and sensitive to the needs of the students, parents or guardians of students and the general public; be alert, careful and competent in their assigned duties; and C. Appear neat and clean, and at all times wear Contractor required uniforms and necessary safety gear when performing their duties as a crossing guard.

D. Should the City determine that any employee of the Contractor is uncooperative, incompetent, a threat to the safety of persons or property, or not performing Crossing Guard services in a manner acceptable to the City and consistent with the standards set forth above, City shall give notice of same to Contractor and Contractor shall immediately remove said employee from the schedule for the City and said person may not return to perform any of the services provided to the City. If Contractor removes any employee from a crossing location for any reason, the Contractor shall replace the employee immediately and shall identify the new employee to the City and shall confirm, to City's satisfaction that the new employee has cleared a successful Live Scan background check.

6. Knowledge of Local Traffic Regulations:

Crossing Guards shall become familiar with local traffic regulations, especially regulations pertaining to motorist, bicyclist and pedestrian responsibilities in relation to school crossings, parking and yielding rights of way.

7. Knowledge of School Zone Signage and Pavement Markings:

Crossing Guards shall be familiar with the school zone signage and pavement markings around the school area to which they are assigned. In addition, each Crossing Guard shall check the post A-2
AllCityManagement Services, Inc.

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area, the immediate area surrounding the designated location at which Crossing Guard is assigned to work, prior to the beginning of each school year and each shift they are assigned to work to make sure that no signs are missing and/or damaged and at crosswalks are highly visible and well maintained. The Crossing Guard(s) shall immediately report missing, damaged or inadequate signs and marking to his/her Supervisor who shall immediately notify the City's Contract Officer.

A-3
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EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

1. City hereby waives the requirements of Section 5.1(c) Professional liability (errors & omissions) insurance of the Agreement.

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All City Management Services, Inc.

School Crossing Guard Services
01240.0010/991792.1
EXHIBIT "C"

SCHEDULE OF COMPENSATION
City shall compensate Contractor for it services in accordance with the following schedule:

Calculations for Year One of Agreement for Fiscal Year 2024-2025 Traditional/Regular School Calendar
Sites@

3.5hrs.
per day
Description Total
Hours/Days
14 49 Total Hours Per Day for
Traditional/Regular School Days
180@
$31.85
Total Not to Exceed Cost $280,917.00
*City does not provide school crossing guard services on holidays, winter and/or spring break periods.

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All City Management Services, Inc.

School Crossing Guard Services
01240.0010/991792.1
EXHIBIT "D"

SCHEDULE OF PERFORMANCE
The Term of the Agreement shall be as specified in Section 3.4, above. Unless Contractor is otherwise advised in writing by City’s Contract Officer, Crossing Guard services shall be provided by the Contractor at the locations designated by City's Contract Officer on all days in which the designated schools are in session for regular school sessions and the summer school session within the City of Glendora's geographical boundaries only.

At no time will Crossing Guard services be provided by the City outside of the City of Glendora's geographical boundaries, City and/or school district(s)-observed holidays, winter and/or spring break periods, or for programs such as after school or club programs. The Crossing Guard shift times shall be responsive to school bell schedules and student pedestrian patterns.

Contractor is required to confirm actual performance dates and bell schedules with City's Contract Officer and/or individual Glendora schools as necessary to satisfy the terms of this Agreement.

Morning Shift Schedule:

Each school day, each assigned Crossing Guard shall be at their designated location no later than 45 minutes prior to the first morning bell of each school served and no less than 15 minutes after the second morning bell of each school served. Crossing guards shall be at their designated location for 60 to 75 minutes. All Crossing Guards hired after the date of this Agreement will be compensated for 60 minutes per shift.

Afternoon Shift Schedule:

Each school day, each assigned Crossing Guard shall be at their designated location no later than 15 minutes prior to the first after school bell of each school served and no less than 45 minutes after the second after school bell of each school served. Crossing guards shall be at their designated location for 60 to 70 minutes. All Crossing Guards hired after the date of this Agreement will be compensated for 60 minutes per shift.

California Wage Law Provision:

Per a new state law, workers who earn minimum wage, or not much more, must receive additional pay known as a "split shift premium" when their schedule includes a split shift. The premium is equal to one additional hour of pay at the rate of minimum wage. Hence, as the Crossing Guards are all paid minimum wage, each Crossing Guard who works a split shift must receive a split shift premium. The City shall only be billed for a split shift differential for employees working a split shift.

Designated Crosswalks:

Unless Contractor is otherwise advised in writing by City's Contract Officer, Crossing Guard services shall be provided by the Contractor at the crosswalk locations designated this 01240.0010/556697.3
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All City Management Services, Inc.

School Crossing Guard Services
01240.0010/991792.1
Agreement. Contractor shall provide Crossing Guards to the City consistent with the following specifications.

Table of Crosswalks to be Serviced:

I Live Oak / Leadora
2 Live Oak/
Whitcomb
3 Sierra Madre / Live
Oak
4 SierraMadre /
Northridge
5 Bennett / Grand
6 Grand / Foothill
7 Bennett / Barranca
8 Bennett/ East of
Barranca
9 Sierra Madre/
Loraine
10 Leadora / Loraine
11 Mauna Loa / Vecino
12 Amelia / Route 66
13 Gladstone /
Nearglen
14 Gladstone / Willow
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1 MASTER JOINT USE AGREEMENT
THIS MASTER JOINT USE AGREEMENT (“Agreement”), is made and entered into on January 30, 2024 and become effective on July 1, 2024 (the “Effective Date”), by and between the GLENDORA UNIFIED SCHOOL DISTRICT, hereinafter referred to as “District,” and the CITY OF GLENDORA, hereinafter referred to as “City”; and each of the City and District are hereinafter referred to individually as a “Party” and/or both collectively as the “Parties.”

RECITALS
A. WHEREAS, the Parties have entered into this Agreement to update and combine previous agreements between the Parties detailing the terms of use for fields and facilities, the school resource officer program, crossing guard services program, and library services. The Parties have determined that this Agreement is in the interest and welfare of the community of the City of Glendora;
B. WHEREAS, the District and the City each own facilities, the use of which can be shared by each Party and the community. Each Party has selected specific locations to be identified as joint use fields and facilities;
C. WHEREAS, the Parties intend, by this Agreement, to establish the terms and conditions for capital improvements, maintenance, and uses of selected fields and facilities by the Parties or the community;
D. WHEREAS, the Parties agree that coordinated and cooperative scheduling of selected fields and facilities is the best way to maximize benefits to the community as a whole, while ensuring that they are maintained as sustainable community assets; E. WHEREAS, the Parties agree that ensuring the safety of all students and personnel at every District educational facility is of great importance to the community; F. WHEREAS, as the District does not maintain a school law enforcement agency pursuant to Section 39670(b) of the California Education Code, and as such, the District has requested the services of a School Resources Officer from the City; G. WHEREAS, the City, through the Glendora Police Department, is ready and willing to provide the services of sworn peace officers to serve as School Resource Officers; H. WHEREAS, the City administers a crossing guard services program, through a contract with a vendor to ensure safe crossing for all schools within the City, including 13 locations for the 2023-2024 school year near and adjacent to District campuses, which will be reviewed annually to identify needs;
I. WHEREAS, the City and District have a longstanding history of collaboration and partnership and this Agreement is intended to further that relationship; DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 27
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2 J. WHEREAS, this Agreement supersedes and replaces all other agreements currently in effect between the Parties related to the use, maintenance, and capital improvements of the City and District with respect to the Facilities and Services (as defined below); and
K. NOW THEREFORE, in consideration of the mutual promises contained herein, the City and the District do agree as follows:

TERMS AND CONDITIONS

1. GENERAL PURPOSE
The purpose of this Agreement is twofold. It is intended to reaffirm the longstanding collaboration and partnership between the City and District by incorporating all other agreements currently in effect between the City and District that include the mutual use of sports fields and facilities, school resource officer program, crossing guard program, and library services (collectively, the “Facilities and Services”). As such all other agreements between the Parties with respect to the Facilities and Services are hereby superseded and replaced by the terms and conditions outlined herein.

This Agreement further defines the City’s and District’s responsibilities related to the scheduling and coordination of sports fields and facilities, cost sharing of maintenance obligations, cost sharing of capital improvements, the development of a common fee for use of the sports fields and facilities, and cost for the school resource officer program, including related as needed public safety services.

The terms for each of the elements of this Agreement can be found in the following Attachments:

Attachment A: Use of Sports Fields and Facilities
Attachment B: School Resource Officer Services and Glendora Police Department Support
Attachment C: Crossing Guard Services
Attachment D: Library Services

2. CAPITAL IMPROVEMENTS
City and District will work collaboratively to identify ways in which to fund necessary capital improvements to the sports fields and facilities identified in this Agreement (the “Sports Fields and Facilities”).

All capital improvements shall only be effectuated following the express written permission of the City and the District. Approval by the City or District must be given in writing prior to commencing any construction activity on such capital improvements set forth in this Agreement. All necessary permits and approvals, from the requisite approving authorities, will need to have been secured prior to any construction activity occurring with respect to such capital improvements. All costs related to the capital improvements will be borne by the City or District as shall be DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 28
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3 mutually agreed to by the Parties.

3. PRIORITY OF USE
The District shall have exclusive use and control of the District-owned Sports Fields and Facilities as required to provide educational services and programs. The City shall have the next priority for use of the District-owned Sports Fields and Facilities in scheduling City-affiliated athletic activities and other City functions.

4. TERM
The “Term” of this Agreement shall continue in full force and effect until terminated by either Party, consistent with the provisions detailed in Section 11 (Periodic Review). This Agreement may be terminated by either the City or District, with onehundred eighty (180) day prior written notice to the other Party, provided, however, that no such termination shall affect or modify any rights, duties, or obligations of either Party arising from its acts or omissions prior to such termination.

5. GOVERNANCE, COORDINATION, AND REIMBURSEMENT OF COSTS Any and all persons using the Sports Fields and Facilities shall abide by all applicable state and federal laws and regulations as well as local City and District policies, administrative regulations, and applicable codes of conduct.

The City and District will meet on a quarterly basis, or as needed, to discuss and coordinate operations and scheduling the use of the Sports Fields and Facilities, and make any adjustments as necessary. To the extent possible, the District will provide the City with a schedule of all District-related events. The City will submit schedules for all City-related athletic activities and local non-profit sports leagues to the District. The District will work with the City to coordinate all City-affiliated athletic activities and local non-profit sports leagues before any other agency, organization, or sports/club league. The Sports Fields and Facilities will be available Monday through Saturday, with no activities scheduled on Sundays to allow fields to rejuvenate to the extent possible; activities may be scheduled on Sundays as agreed to by the District and City. After 4 p.m. Monday through Friday, at designated locations, the City will assume coordinating responsibility in scheduling City affiliated athletic activities and other City functions.

The District shall notify the City in advance of any additional events proposed for the District-owned Sports Fields and Facilities, which were not originally scheduled and conflict with a City or related use, as soon as practical. To the extent possible, such District events shall take priority over any other previously scheduled events.

The City shall notify the District of any additional events scheduled at City-owned Sports Fields and Facilities, not originally scheduled and that conflict with a District use, as soon as practical. To the extent possible, such City events shall take priority over any other previously scheduled events.

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4 Quarterly, the City and District will meet to review revenues and expenditures related to the costs outlined in this Agreement for the preceding three months. The City shall assume responsibility for the preparation of the invoice. Should the review of revenues and expenditures result in a balance owed to the City, the District will use its best effort to cause the City to be paid within thirty (30) days of receipt of the City’s invoice.

The quarterly invoice will not include agreed upon capital improvement projects; those payment arrangements will be handled as agreed to in writing by both Parties on a project-by-project basis. All records related to invoicing will be available for review and audit respectively.

6. INSURANCE
Each Party shall procure and maintain general liability insurance at its sole expense to protect against loss from liability imposed by law for damages on account of bodily injury, including death therefrom, suffered or alleged to be suffered by any person or persons, and also to protect against loss from liability imposed by law for damages to any property. Such liability and property damage insurance shall be maintained in full force and effective throughout the term of the Agreement and any extension(s) thereof in an amount no less than three million dollars ($3,000,000) for liability and property.

Any deductibles or self-insured retentions must be declared.

Both Parties agree to exchange insurance documents annually.

7. COMMON FEE FOR SPORTS FIELDS AND FACILITY USE
City and District agree to develop and implement a common fee or set of fees that local non-profit sports leagues will be required to pay to help offset the ongoing maintenance costs, including water and electricity, associated with use of the Sports Fields and Facilities. The common fee will be established by the City and District based on a comparative analysis of field and facility costs in other nearby jurisdictions. This fee will be developed in accordance with all applicable rules and laws, including Proposition 218 and Proposition 26.

The City and District may consider individual agreements with local non-profit sports leagues, in lieu of the common fee, to facilitate mutually agreed improvements and ongoing maintenance to the Sports Fields and Facilities. Under such arrangements for locations pursuant to this Agreement, both the City and District will be parties to the agreement with the applicable non-profit sports league and/or entity using the Sports Fields and Facilities.

User fees for outside groups, not City-affiliated or a local non-profit sports league, for use of the Sports Fields and Facilities, will be determined by the City and District and be billed directly to the user group. The City and District agree to share the Sports Fields and Facilities at no additional charge to each Party unless otherwise noted in this Agreement.

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5 8. INDEMNIFICATION AND HOLD HARMLESS
The City shall defend, indemnify, and hold the District, its officers, employees, and agents harmless from and against any and all liability, loss, expense, attorneys’ fees, or claims from injury or damages, arising out of the City’s performance of the terms set forth in this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result of the negligent or intentional acts or omissions of the City, its officers, agents, or employees (for the avoidance of doubt, the City’s performance under this Agreement shall specifically include the City’s use of any District-owned Sports Fields and Facilities).

The District shall defend, indemnify, and hold the City, its officers, employees, and agents harmless from and against any and all liability, loss, expense, attorneys’ fees, or claims from injury or damages, arising out of the District’s performance of the terms set forth in this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result of the negligent or intentional acts or omissions of the District, its officers, agents, or employees (for the avoidance of doubt, the District’s performance under this Agreement shall include the District’s use of any City-owned Sports Fields and Facilities).

9. POLICIES AND PROCEDURES
The City and District shall share information for the use of the Sports Fields and Facilities which shall include, without limitation, the following: (a) the names, phone numbers, and e-mails of persons authorized by each Party to resolve operational issues relating to this Agreement, (b) the establishment of records regarding this Agreement, and (c) the dedicated administrative and operational personnel to effectuate the terms of this Agreement. Each Party agrees that after use of a sports field or facility, the Party that used such facility will clean the facility.

10. DISPUTE RESOLUTION
In the event of a dispute between the City and District with respect of the interpretation, implementation, and operation of this Agreement, the District Superintendent or its designee and the City Manager or its designee shall meet to attempt to resolve the dispute. Disputes concerning this Agreement, including but not limited to the interpretation, implementation, and operation of this Agreement, which have not been resolved between the Parties, including disputes involving money and liability, shall be referred to a non-binding mediation in accordance with the following procedure:

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6 agreement on one of the mediators on the list within ten (10) days, each shall nominate one mediator, and the two nominees shall jointly choose a mediator. The Parties shall meet with the mediator on at least three occasions within a thirty (30)- day period in an attempt to resolve the dispute. In the event the Parties are unable to resolve the dispute within thirty (30) days after the mediator is named, the process shall be deemed unsuccessful, subject to the ability of the Parties to extend the mediation period by mutual agreement. If the mediation is unsuccessful, then the Members may pursue arbitration in accordance with the rules of the American Arbitration Association.

11. PERIODIC REVIEW
The terms and performance of this Agreement shall be periodically reviewed as follows: (i) during the initial two (2) year pilot period (the “Initial Period”) commencing upon the Effective Date (as defined above) and prior to the expiration of the Initial Period, representatives of the District and the City shall informally confer to review the terms of this Agreement and shall have the option to propose amendments; and (ii) the terms and performance of this Agreement shall be informally reviewed by the District and the City every three (3) years after the expiration of the Initial Period with respect to any changes required to the terms or performance of this Agreement. This Agreement is a living document; representatives of the District and City may establish procedures to administer this Agreement from time to time for proposed amendments to any part of this Agreement or its addenda.

Amendments must be approved by both governing bodies and once approved shall be implemented within one-hundred eighty (180) days of approval.

12. NOTICES
Notices required or permitted to be given by a Party hereunder shall be sufficiently given if made in writing and delivered either personally or by certified mail, postage prepaid, to the other Party at the following address or to such other address as may be designated from time to time in a written notice given pursuant hereto by the concerned Party. A notice may be sent via email so long as the notice is also given in the manner set forth above. The Parties’ notice addresses are as follows:

CITY DISTRICT
City of Glendora Glendora Unified School District
City Manager’s Office Superintendent
116 E. Foothill Blvd. 500 North Loraine Ave
Glendora, CA 91741 Glendora, CA 91741
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7 13. MISCELLANEOUS
(a) SEVERABILITY
If any section, clause, or phrase of the Agreement or the application thereof to any Party or any other person or circumstance is for any reason held to be invalid by a final decision of a court of competent jurisdiction, it shall be deemed severable and the remainder of the Agreement or the application of such provisions to any other Party or through other persons or circumstances shall not be affected thereby.
(b) NON-ASSIGNABILITY OF PARTICIPATING INTERESTS
The rights and duties of any Party to this Agreement shall not be assignable or transferable to any other party.
(c) SECTION HEADINGS
The section headings herein are for the convenience of the Parties only and shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning, or intent of the provisions or language of this Agreement. (d) LAWS OF CALIFORNIA
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.. (e) COOPERATION
The Parties hereby agree to cooperate with each other in carrying out the purposes and objectives of this Agreement.
(f) SUCCESSORS
The Agreement shall be binding upon and shall ensure to the benefit of the successors of the Parties hereto.
(g) AUTHORITY.

The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute and deliver this Agreement on behalf of said Party, and the entering into this Agreement does not violate any provision of any other agreement to which said Party is bound.

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8 (h) COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. Each of the Parties intend to be bound by the signatures on the telecopied, .pdf or other electronically delivered document, and are aware that the other Party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby wave any defenses to the enforcement of the terms of this Agreement based on the form of signature. (i) ATTORNEYS’ FEES.

If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding shall be entitled to reasonable attorneys’ fees incurred in such action or proceeding, in addition to any other relief which may be granted. Otherwise the Parties shall each be responsible for its own attorneys’ fees with respect to the terms of this Agreement. [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]
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9 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
DISTRICT:

Glendora Unified School District
Dominic J. DiGrazia, Ed. D.

Superintendent
Janette Walczak
Assistant Superintendent of Business Services/
Chief Business Official
DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 35
Meeting Date: 7/9/2024 / Packet Page #: 368
10 ATTACHMENT A – USE OF SPORTS FIELDS AND FACILITIES

1. This section is intended to include the use of fields and facilities at the following District and City sites:
a. Cullen Elementary School – sports fields
b. Glendora High School – tennis courts and Aquatics Center c. Goddard Middle School – sports fields, tennis courts, and gymnasium d. La Fetra Elementary School – sports fields
e. Sandburg Middle School – sports fields, gymnasium
f. Sellers Elementary School – sports fields
g. Stanton Elementary School – sports fields
h. Whitcomb High School – sports fields
i. Williams Educational Center – sports fields (will become available for use when a fence is installed to separate the main campus from the sports fields) j. Finkbiner Park – sports fields, bandshell, shade structure, and Scout Hut k. Pompei Park – sports fields
l. Teen Center – volleyball courts, basketball courts, meeting room

2. City would assume coordinating responsibility for the use of District sports fields and facilities included in this Agreement as it relates to the local non-profit sports leagues and City-affiliated athletic activities. The City will coordinate with the District on the availability of sports fields and facilities. District would retain coordinating responsibility for the Aquatics Center.

3. District-related activities and events will preempt all City-affiliated athletic activities and local non-profit sports leagues. The District will work with the City to schedule all other City-affiliated athletic activities and local non-profit sports leagues before any other agency, organization, or sports league.

4. The City will contribute to the maintenance costs of sports fields and facilities used to accommodate local non-profit sports leagues and City-affiliated athletic activities in a manner proportional to its use. Maintenance costs would mean landscaping, watering, lighting, and cleaning. City will install meters to track water use on all fields used by the local non-profit sports leagues and City-affiliated athletic activities. The District will install meters to track electricity use on all fields used by the local sports leagues.

To best understand the actual costs related to the maintenance of the sports fields, the City, as part of a two-year pilot program, will assume complete responsibility for the landscaping maintenance of all sports fields. In coordination with the District, the City will contract with a third party for this service and track all expenses. The City and District will meet on a quarterly basis to review these costs.

5. The District will be responsible for the maintenance and operation of the Aquatics Center.

The City will contribute to the maintenance of the Aquatics Center in a manner proportional to its use. Maintenance would mean those costs incurred for the operation of the facility while in use by the City. The City shall coordinate with the District for staffing, as DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 36
Meeting Date: 7/9/2024 / Packet Page #: 369
11 necessary, during the time when the facility is used for City-sponsored activities and events.

6. Should any other facility or sports field be needed, the District and City will work cooperatively to schedule and facilitate its use based on availability, including any necessary support. Such requests will be considered on a case-by-case basis.

7. The north side of Sandburg Middle School and Goddard Middle School will become accessible to the public beginning at 4 p.m. on school days and act as a public park, unless otherwise used with priority by the District. These areas will remain closed to public access until such time and will remain open until dusk unless otherwise approved by the City and District.

8. The tennis courts at Goddard Middle School will be open for public use from dawn to dusk, unless otherwise used with priority by the District.

9. The tennis courts at Glendora High School will become accessible to the public at 5 p.m. on school days, unless otherwise used with priority by the District. These courts will remain closed to public access until 5 p.m. and will remain open until dusk unless approved by the City and District.

10.The City and District will meet quarterly to discuss operations and scheduling of facilities, and make any adjustments as necessary.

11.The City and District agree to develop and implement a standard agreement for the local non-profit sports leagues that includes a code of conduct and outlines the minimum level of responsibility each local sports league must adhere to.

DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 37
Meeting Date: 7/9/2024 / Packet Page #: 370
12 ATTACHMENT B – SCHOOL RESOURCE OFFICER SERVICES AND GLENDORA

POLICE DEPARTMENT SUPPORT

1. The City agrees to provide the services of 1.6 full-time equivalent (FTE) sworn police officers to serve as the School Resource Officer (SRO) for the District. The allocation of staffing resources will be determined based on the operational needs of the Glendora Police Department subject to the review and approval of the Chief of Police.

2. The City shall supervise the activities of the SRO through the command structure of the Glendora Police Department (GPD).

3. District shall appoint a designated individual to interface with GPD regarding activities of the SRO and to interface with such officer in accordance with a joint operating protocol developed between GPD and the District. The designated individual will work with the SRO to create a mutually acceptable list of tasks, duties, and schedule for the SRO. The acceptable list of tasks, duties, schedule shall be approved by the Chief of Police for GPD. The District Superintendent and Chief of Police shall meet on a quarterly basis to adjust SRO activities as is needed.

4. At all times during the term of this Agreement, the SRO shall be an employee of the City, under the supervision and control of the City, not an employee or agent of the District, and the City shall assume responsibility for the activities of the SRO.

5. During the term of the Agreement, the District agrees to reimburse the City 50% of the actual cost incurred by the City in employing the SRO during an 10-month period each fiscal year. The District agrees to increase its reimbursement of actual costs to 75% over the next five years by five percent annually (2025: 55%; 2026: 60%; 2027: 65%; 2028: 70%; 2029: 75%). For the purpose of the Agreement, “actual cost” shall be defined as the SRO’s salary and benefits, including, but not limited to, health insurance, life insurance, dental insurance, vision insurance, pension, and the educational/special incentives.

6. The City shall, at its expense, provide the SRO with a vehicle and equipment necessary for performing the duties required of the SRO.

7. Services will normally be provided during the regular school year and during summer school sessions as needed. The SRO may be utilized for other duties, including but not limited to, daytime curfew enforcement, youth related crimes, outreach programs, enforcement, and other related duties when school is not in session or when the officer’s duties as SRO do not occupy the officer fully, based on the needs of the City.

8. If additional police services are needed to support any single District activity or event beyond normal SRO duties (i.e. Board meeting, football game, assembly), the District will submit a Request for Special Services to the GPD. In consultation with the District, the GPD will evaluate the request and determine the appropriate level of police services needed. The District will reimburse the City the actual cost of such request, as outlined in the Request for Special Police Services Application.

DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 38
Meeting Date: 7/9/2024 / Packet Page #: 371
13 9. If the District wishes to increase the number of FTEs for the SRO Program, the District shall submit such a request in writing to the City. The City will evaluate the request and prepare a plan that details the estimated cost of the request for the District’s consideration. The District will be responsible for all costs associated with the officers and necessary equipment, both one-time and ongoing. Any request to increase the number of FTE for the SRO Program will require a minimum five-year commitment of ongoing financial support from the District.

10.Should the District desire to contract with a vendor for security services for any District related activity, the District will consult with the City ahead of selecting the vendor to ensure adequate security services are provided. review and assess the proposed security plan to ensure a mutually beneficial outcome.

DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 39
Meeting Date: 7/9/2024 / Packet Page #: 372
14 ATTACHMENT C – CROSSING GUARD SERVICES

1. The City, through the Glendora Police Department, will administer the crossing guard program and contract with a qualified service provider for this service.

2. The City and District will meet annually to review the crossing guard program, to evaluate and discuss any potential changes to the program. Crossing guard services will be provided during a morning shift and an afternoon shift of each school day, with start and stop times determined by City and District staff.

3. There are currently 13 crossing guard locations serving the District. These include the following:
a. Live Oak / Leadora
b. Live Oak / Whitcomb
c. Sierra Madre / Live Oak
d. Sierra Madre / Northridge
e. Bennett / Grand
f. Bennett / Trayer (during construction)
g. Grand / Foothill
h. Bennett / Barranca
i. Bennett / East of Barranca
j. Sierra Madre / Lorraine
k. Leadora / Lorraine
l. Mauna Loa / Vecino
m. Amelia / Route 66

4. The City and District will equally share the total cost of the crossing guard program for crossing guard locations within the District.

DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 40
Meeting Date: 7/9/2024 / Packet Page #: 373
15 ATTACHMENT D – LIBRARY SERVICES

1. The City will provide the District with certain professional services related to the operation of the District’s school library services, as set forth below.

2. The services to be performed by the City involve strictly advising District Administration on the selection and ordering of library books, general consulting regarding school library services and activities, and participating with the District Library Technician meetings, not to exceed four during the fiscal year.

3. The City-assigned personnel for this Agreement shall have no direct or indirect supervisorial authority or responsibility relating to any District employees, officers, agents or volunteers.

4. All City personnel providing any of the services shall be selected at the discretion of the City and supervised by the Library Director.

5. City personnel providing the services under this Agreement shall at all times be under the City's exclusive direction and control.

6. The District shall pay the City by the hour for services provided based on the fully burdened compensation rate for a Senior Librarian. The actual hourly rate can be adjusted by the City at any time based on actual increases to the fully burdened compensation rate. The total not to exceed amount is three hours per quarter, unless there is prior written authorization from the Superintendent of the District to the Library Director. The Library Director may decline a proposed increase in hours based on staffing availability.

DocuSign Envelope ID: A15DFD35-50E2-4412-8F31-3DEF89669F14 Item #15. Page 41
Meeting Date: 7/9/2024 / Packet Page #: 374
Certificate Of Completion
Envelope Id: A15DFD3550E244128F313DEF89669F14 Status: Completed Subject: Complete with DocuSign: Master Joint Use Agreement - City and GUSD FINAL Source Envelope:

Document Pages: 15 Signatures: 6 Envelope Originator:

Certificate Pages: 6 Initials: 0 Kathleen Sessman
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
116 E Foothill Blvd
Glendora, CA 91741
[email protected]
IP Address: 173.196.201.130
Record Tracking
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2/21/2024 10:55:30 AM
Holder: Kathleen Sessman
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Kyle Johnson
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Accepted: 10/19/2021 1:19:54 PM
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Dominic J. DiGrazia, Ed. D.
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Janette Walczak
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Item #15. Page 42
Meeting Date: 7/9/2024 / Packet Page #: 375
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Adam Raymond
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City Manager
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Accepted: 2/26/2024 4:21:49 AM
ID: 8dd3e291-a416-42c8-a296-fcf0002811da
Kathleen R. Sessman
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City of Glendora
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Moises Lopez
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Item #15. Page 43
Meeting Date: 7/9/2024 / Packet Page #: 376
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Item #15. Page 44
Meeting Date: 7/9/2024 / Packet Page #: 377

CONTRACT FOR CROSSING GUARD SERVICES
Police Department
City Council Meeting
Julie Linger, Senior Management Analyst
July 9, 2024 CityOfGlendora.org
Item #15. Page 45
Meeting Date: 7/9/2024 / Packet Page #: 378

BACKGROUND
• On July 13, 2011, the City entered a contract with All-City Management Services (ACMS) to provide crossing guard services to the City.
• This contract was renewed and extended several times and expired on June 30, 2024.
• New agreement term July 1, 2024, to June 30, 2025, with the option of 4 additional one-year extensions.

Item #15. Page 46
Meeting Date: 7/9/2024 / Packet Page #: 379
• ACSM hires, trains, schedules, and equips their employees. • All crossing guards have cleared a “Live Scan” criminal background check.
• ACSM provides daily supervision of the crossing guards, including sick coverage.
• The contract provides 60-75 minutes of services in the morning and 60-75 minutes of services in the afternoon, 180 days a year at 14 locations.

SCOPE OF SERVICES Item #15. Page 47
Meeting Date: 7/9/2024 / Packet Page #: 380

PRIOR PERFORMANCE OF ALL-CITY MANAGEMENT SERVICES
• Providing services to Glendora since initial contract in 2011. • Also provides services to several cities in the San Gabriel Valley. • Extremely low number of complaints.
• There is no other company that provides equivalent services. • City satisfied with current services provided.

Item #15. Page 48
Meeting Date: 7/9/2024 / Packet Page #: 381

FISCAL IMPACT
• First year cost of the contract is $280,917, with (4) optional one-year term extensions not to exceed the contract sum (subject to the Consumer Price Index).
• The Glendora Unified School District will equally share the total cost of the crossing guard program for the 12 locations within the district ($240,786).
• This will offset the City’s costs by $120,393.

Item #15. Page 49
Meeting Date: 7/9/2024 / Packet Page #: 382

RECOMMENDATIONS
That the City Council:

1. Award a contract services agreement with All City Management Services Inc. in an amount not to exceed $280,917.00 for crossing guard services; and

2. Authorize the Police Chief to execute any necessary contingency in an amount not to exceed 5% of the original contract amount; and

3. Authorize the City Manager to execute the agreement.

Item #15. Page 50
Meeting Date: 7/9/2024 / Packet Page #: 383

STAFF REPORT
To: Mayor and Council Members Date: July 9, 2024
From: Public Works District(s): Not Applicable
Subject: Approve Amendment No. 1 to the Agreement for Contract Services between Mariposa Landscapes, Inc. and the City of Glendora dated June 28, 2022 for the Addition of Landscape Maintenance on Glendora Unified School District Properties in an amount not to exceed $510,900 per year

RECOMMENDATION
That the City Council:

1. Approve Amendment No 1 to the Agreement for Contract Services between Mariposa Landscapes, Inc. and the City of Glendora dated June 28, 2022, adding landscape maintenance for Glendora Unified School District properties to the scope of work in an amount not to exceed $510,900 per year;

2. Authorize the City Manager to execute the Amendment; and

3. Authorize the Administrative Services Finance Division to make any necessary budgetary adjustments to appropriate $510,900 from General Fund (101) reserves.

STRATEGIC FOCUS AREAS
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
The City of Glendora and the Glendora Unified School District entered into a Master Joint Use Agreement on January 30, 2024. This agreement includes a two-year pilot program whereby the City will assume responsibility for landscape maintenance at eleven District sites. Since the City does not have the staff or equipment necessary to provide these services in-house, it is necessary to obtain the services of a landscape maintenance contractor.

The City’s has solicited a proposal from its current landscape maintenance contractor, Mariposa Landscapes, Inc (Mariposa). Mariposa will provide maintenance of the eleven District sites at an annual cost of $510,900. Staff recommends City Council authorize the creation of GUSD Master JUA Fund 105 to track activity related to the GUSD Master JUA, approve Amendment No. 1 to the Agreement with Mariposa, adding maintenance of the eleven district sites at an annual cost of $510,900, and authorize an increase in estimated revenues and appropriations in GUSD Master JUA Fund 105 to centralize all costs and associate offset revenues. The City and District will meet quarterly to review the related expenditures. The City shall assume responsibility for the preparation of invoices should the review of expenditures result in a balance owed to the City, the District will use its best effort to cause the City to be paid within thirty (30) days of receipt of the City’s invoice.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On June 28, 2022, the City Council awarded a contract services agreement for landscape maintenance & weed abatement to Mariposa Landscapes, Inc. in the amount of $1,031,480 per year, for 4 years, in a total amount of $4,125,920, with options for City Council to approve up to three 1-year extensions.

Item #16. Page 1
Meeting Date: 7/9/2024 / Packet Page #: 384
Staff Report Page 2 of 2
On January 30, 2024, the City Council approved the Master Joint Use Agreement between the City and Glendora Unified School District. The Master Joint Use Agreement reaffirmed the longstanding collaboration and partnership between the City and District by incorporating all previous agreements and clarifying City and District responsibilities related to the maintenance of sports fields.

DISCUSSION
The Master Joint Use Agreement between the City and Glendora Unified School District (District), approved on January 30, 2024, includes a two-year pilot program whereby the City will assume responsibility for the landscape maintenance at eleven District sites. These eleven sites include approximately 2,918,800 square feet of turf and 353,800 square feet of planter beds. The City does not have the staff or equipment necessary to provide these services in-house. In order to begin providing these services in a timely manner, staff reached out to the City’s current landscape maintenance contractor, Mariposa Landscapes, Inc., and obtained a proposal for this work. The proposed scope of work includes turf mowing, edging, string trimming and fertilization. Also included are shrub/groundcover trimming, weed control in beds, leaf cleanup, blowing down walks, hardscape, curbs next to landscape in parking areas and trash pickup in landscape. The proposed annual cost for maintenance of the District sites is $510,900 with a total of $1,021,800 over the life of the two-year pilot project.

To track these costs and other activities (i.e. school resource officer, crossing guards, library resources) addressed in the City and District Master JUA a new fund will be created, GUSD Master JUA Fund 105. This will allow for enhanced reporting and ease of tracking revenue and expenditures during the aforementioned pilot program as well as for the overall quarterly revenue and expenditure review meetings. Staff will be able to easily check in and see how the MOU has impacted our finances throughout each year and year over year.

FISCAL IMPACT
An increase in estimated revenues and a supplemental appropriation of $510,900 in the new GUSD Master JUA Fund (105) is necessary to fund these services. Additionally, staff will make the necessary budget adjustments consolidating revenues and expenditures into the new GUSD Master JUA Fund (105) to address activity historically occurring in the General Fund (101) and/or Measure E Fund (103) (i.e. sports field costs, school resource officer, crossing guards, library services etc.) as provided for in the City and GUSD Master JUA.

Ongoing review of the revenue and expenditures related to the GUSD Master JUA will be performed over the course of the 2024-25 fiscal year to identify any necessary adjustments to be included in the future budget processes (FY2024-25 Mid-Year and/or FY2024-2026 2-Year Budget).

ENVIRONMENTAL DETERMINATION
There are no CEQA impacts from the recommendations included herein.

Prepared By Paul Fisher, Business Services Manager
Concurs With Not Applicable
Reviewed By William Wittkopf, Public Works Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Original Agreement
B. Amendment No. 1
Item #16. Page 2
Meeting Date: 7/9/2024 / Packet Page #: 385

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and
MARIPOSA LANDSCAPES INC.

DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 3
Meeting Date: 7/9/2024 / Packet Page #: 386
1 Landscape Maintenance & Weed Abatement Program

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND
MARIPOSA LANDSCAPES INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2022 by and between the CITY OF GLENDORA, a California general law city & municipal corporation (“City”), and MARIPOSA LANDSCAPES INC., a California Corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.
28th June
DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 4
Meeting Date: 7/9/2024 / Packet Page #: 387
2 Landscape Maintenance & Weed Abatement Program

1.2 Consultant’s Proposal.

The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 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 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job 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 Industrial 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 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 verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(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 et seq. concerning DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 5
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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 performed under this Agreement.
(f) Eight-Hour Workday. 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 1, Article 3 of the Labor Code.

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 (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, 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 provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ___________________
Terry Noriega, President
(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 DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 6
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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 (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 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 may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 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; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other 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.

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Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $4,125,920.00 (four million, one hundred twenty-five thousand, nine hundred twenty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement.

The invoice shall 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 or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 8
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any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term & Extended Term(s).

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 four (4) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for three (3) additional one (1) year terms by giving advance written notice of the same not later than 60 calendar days prior to the expiration of the Term or any Extended Term(s).

ARTICLE 4. COORDINATION OF WORK
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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:

Terry Noriega, President
Theresa Lu, Chief Operating Officer
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced, nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Andrea Miller, Landscape/Contracts Supervisor, 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, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 10
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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.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).

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(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.

Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its subconsultants.

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(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features, or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(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. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests’ provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

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(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, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 14
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services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained, or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.

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(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including 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 similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default.

Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

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Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 17
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Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 18
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has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

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This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation 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 ___________________
Terry Noriega, President
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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
William W. Wynder
City Attorney
Marie Ricci
Administrative Services Director / City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

MARIPOSA LANDSCAPES, INC.

Name: Terry Noriega
Title: President
Email Address: [email protected]
Name: Theresa Lu
Title: Chief Financial Officer
Email Address: [email protected]
Address: 6232 Santos Diaz St. Irwindale, CA 91702
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EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

Services required by Glendora include but are not limited to the task outlined below and any other task necessary to perform the required duties. The Landscape Maintenance & Weed Abatement Program (“Contract”) is an outcome-based contract where the City has established specific landscape standards as outcomes. The Contractor is responsible to develop a base bid necessary to maintain the expected outcome standards. The bid is to be presented as what the total cost would be for each site for a 12-month period. The City will inspect the work of the Consultant weekly against the stated standards to determine compliance and payment.

The work to be performed under the Contract consists of the furnishing of all labor, insurance, materials, transportation and equipment needed to perform Landscape Maintenance and Weed Abatement at various locations in the City of Glendora further described in the Scope of Work

TURF MAINTENANCE
Turf shall be maintained with a crisp, clean appearance at all times. Turf shall be mowed weekly in the active growing season and bi-weekly in the off-season of the turf. Bruising or rough cutting of grass shall not be permitted. Mower blades shall be sharp and properly adjusted so that turf is cut to a uniform height. Scalping will not be permitted. Grass cuttings which clump, or windrow shall be removed immediately. Mowing patterns will be changed weekly or however necessary to avoid rutting.

Care shall be taken to avoid damage by mowers to tree trunks, irrigation heads and any other utilities, facilities, or structures within or adjacent to turf areas. Any damage caused by the Consultant ’s negligence shall be repaired at the Consultant ’s expense. Prior to mowing, the Consultant shall ensure that the mower is clean so that no roots, stolon’s, seeds or crowns of foreign grasses are introduced to the turf.

Weeds in turf shall be maintained to a minimum of 1% at any given time. A pre-emergent herbicide shall be applied in the spring to prevent the introduction of crabgrass in the sports fields prior to the soil temperatures reaching 60 degrees.

All litter and debris in turf areas shall be picked up and disposed of properly. Grass clippings may be left behind if dispersed uniformly throughout the turf area.

TURF RENOVATION
Finkbiner’s Lobb Field and Louie Pompei Memorial Sports Park are closed to the public in mid-December for renovation of the natural sports fields. They are re-opened February 1st to allow spring sports to begin. Preparation of the grounds shall start by aggressively dethatching the turf. If dethatching is not needed (to be determined by city designee), mowing to a height of ½” to open canopy and expose soil. Aeration shall be done in two directions to relieve compaction using hollow tines.

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Spread annual ryegrass at a rate of 10-15 lbs. per 1,000 square feet. Apply half the rate in one direction and the other half in a perpendicular direction. Apply a thin layer of approximately 1/4” of topdressing.

Ensure the turf is watered in thoroughly. Using existing irrigation system, cycles should water the seed enough that it will maintain it moist, but not rot from sitting in water for too long.

Typically, each station is run for about 6 minutes 4 times per day for rotors, also depending on the watering mechanism.

Once all the grass seed has germinated, watering should be reduced, and mowing should resume once the length reaches 2 inches. Fertilize the grounds within the first month to ensure the new seedlings are nourished. Ensure the grounds are not saturated to prevent compaction and ruts.

Any damage related to rutting and compaction shall be corrected by the Consultant . Fencing shall be provided by the Consultant to keep the public out of the newly seeded areas. The City shall provide grass seed only.

INFIELD MAINTENANCE
In the winter, infields are often rutted due to irrigation or winter storm runoff. Once a year prior to the commencement of the softball sports season, Consultant shall level out the ruts to ensure infields are ready for play. The city will provide material if replenishment is required. Lips along the grass edge shall not be permitted.

SPORTS TURF MAINTENANCE
Frequency of mowing will be governed by the species of grass and the growth rate. Turf shall be mowed at least weekly in the active growing season and bi-weekly in the off-season of the turf.

Consultant shall mow the turf a minimum of 52 times per year. Bruising or rough cutting of grass shall not be permitted. Never remove more than one-third of the total leaf surface at a given mowing. Mower blades shall be sharp and properly adjusted so that turf is cut to a uniform height. Scalping will not be permitted unless it is being performed in preparation for seeding. Grass cuttings which clump, or windrow shall be removed immediately. Mowing patterns shall be changed weekly or however necessary to avoid rutting. Care shall be taken to avoid damage by mowers to irrigation heads and any other utilities, facilities or structures within or adjacent to turf areas. Any damage caused by the Consultant ’s negligence shall be repaired at the Consultant ’s expense. Prior to mowing, the Consultant shall ensure that the mower is clean so that no roots, stolon’s, seeds or crowns of foreign grasses are introduced to the turf. All litter and debris in turf areas shall be picked up and disposed of properly. Grass clippings may be left behind if dispersed uniformly throughout the turf area.

A pre-emergent herbicide shall be applied in the spring to prevent the introduction of crabgrass in the sports fields prior to the soil temperatures reaching 60 degrees.

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MOWING SCHEDULE
Mowing shall be performed as per the schedule below.

Growing Season / Frequency Off-Season / Frequency
March 01 – October 31 November 01 – February 28
Weekly Bi-Weekly
EDGING
All turf areas shall be cleanly edged to the inside (turf side) edge of the concrete median curbs.

All turf growing along public sidewalks and walkways shall be edged to maintain a crisp, clean edge along all such structures. Grass shall also be kept from overgrowing sprinkler heads.

Edging shall also include trimming grass around: poles, utilities, valve boxes, controllers, and any other hardscape areas. Edging shall be done once per week in the active growing season and bi-weekly in the off season of the turf. Edging shall be done with the use of a power edger.

A line trimmer is not appropriate for trimming turf. Soil sterilant or other herbicides shall not be used for edging.

Edging around trees shall be at least 16” away from the trunk. At no time is a line trimmer to be used on or at the base of any City tree.

SHRUBS & PLANTS
Shrubs and plants shall be pruned as necessary to encourage healthy, natural growth patterns for each specific variety. For example – Cleveland Sage shall be pruned back to remove old flowers, Kangaroo Paw stalks are to be cut down to the coppice once they have died and shrub style Redbuds shall be coppiced in the late fall or winter. Pruning is to be done after the plants stop producing new flowers and shall include thinning, shaping, and removing dead or diseased branches.

Unless a hedge is present, hedge trimming shall not take place. Shrubs and plants are never to be cut using a weed eater or hedge trimmers. Bypass pruners are to be used at all times. Shrubs are to be kept in a natural shape allowing for them to get to their mature size. Directional pruning shall be utilized to guide the plants away from valve boxes and walkways.

All shrubs shall be pruned back to clear all roadways, curbs, gutters, and sidewalks. Shrubs shall not block signs, utilities, utility meters or any other facilities located within the work areas.

Shrubs shall not block access to controllers or electric valves and shall be pruned to minimize blockage of irrigation head spray patterns. Shrubs which may restrict visibility, such as those adjacent to left hand turn lanes or those within 100 feet of any intersection shall be kept within the height range of 12” – 24” as measured from the street level.

GROUNDCOVER
Turf Type Spring Height Summer Height
Ryegrass 2.0” 3.0”
Bermuda 1.0” 1.5”
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Groundcovers such as but not limited to, gazania, rosemary etc., shall be kept trimmed behind top of curb lines, kept off pedestrian walkways, out of curb and gutter areas, kept out of interplant shrubs and trees, trimmed to keep all signs, poles, guardrails, and utility meters clear, and kept from encroaching in any way into private property or onto private property fences.

Grasses, weeds, sucker growth, or any other growth shall be removed from groundcover to maintain a neat and clean appearance. Groundcover which may restrict visibility, such as those adjacent to left hand turn lanes or those within 100 feet of any intersection shall be kept within the height range of 12” – 24” as measured from the street level.

The Consultant shall clear sidewalks and roadways of plant material after cutting to maintain a clean, neat appearance. All leaves and debris are to be picked up and disposed of by the Consultant . No leaves and debris are to be blown into planters, streets, gutters etc.

TREES
Trees which are staked shall have supports kept in good repair. Any broken or damaged supports or ties shall be replaced as soon as possible. Staking shall remain in place until trees are fully capable of self-support at which time they are to be removed. Stakes and ties shall remain on tree roses at all times. Trees which have low hanging, diseased, dead or broken branches shall be trimmed by the Consultant . Branches overhanging traffic lanes shall be kept side trimmed to face of curb line and to a height of 14 feet. Branches overhanging pedestrian routes shall be kept trimmed to a height of 8 feet above walkway level. All pruning work by the Consultant must comply with the latest ANSI Standards.

Any tree stakes, tree ties, and/or guy wires needing replacement shall be replaced with new materials at the expense of the Consultant . Nursery stakes are not an acceptable form of staking. If a tree does not currently have a tree well, the Consultant shall cut one out. Mulch shall be placed at a 16” diameter around the base of the tree to eliminate contact with string trimmer. This 16” area shall be maintained free of grass and weeds.

All trees shall be pruned by qualified personnel using horticulturally sound methods with ANSI Standards. Trees shall be pruned to develop a structurally sound shape and a healthy, natural appearance. No excessive pruning or stubbing back will be allowed. Sucker growth originating at the trunk or root zone shall be removed.

Trees knocked down by vehicular accidents or trees and large limbs blown down and blocking traffic lanes shall be immediately reported to the City, which shall have responsibility for cleanup of such trees and large limbs.

Anytime personal property of a motorist or pedestrian is damaged due to falling trees or limbs, the Consultant shall notify the City Police Department immediately as well as the City Designee. Any small branches which fall or are blown from median plantings, causing no damage, shall be removed and disposed of by the Consultant .

When trees are newly planted, the preferred method of irrigating is using a spiral of drip line emitters. As the tree grows, the Consultant shall open the spiral to the dripline to encourage roots to grow outward. The spiral shall be staked in place and covered with mulch.

LEAF LITTER/BARK MULCH
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Leaf litter shall be mulched with a mower throughout the year. Large concentrations of leaves may require pickup at the City’s discretion. Rakes are preferred for leaf litter removal over blowers. Leaf litter shall not be allowed to accumulate to the point that it will damage or kill turf.

Leaf litter that is removed from turf shall either be chopped and used on-site or transported to a plant debris recycling facility. Leaf litter on mulched sites such as the medians, shall be blown in a pile and picked up.

Bark mulch shall be replenished at a minimum depth of 4”, and a minimum of once a year at all sites where it currently exists, and more if needed. Mulch shall be supplied by the City.

Sites with rubber mulch (Grand Ave Medians etc.) shall continue to be refilled with rubber mulch which will be provided by the City.

IRRIGATION
Irrigation shall be accomplished using automatic or manual irrigations systems at the majority of the sites. Consultant shall be responsible for monitoring irrigation system malfunctions or leaks and repair shall be made immediately if possible and at best, within one week. If the repairs are not made immediately, the irrigation is to be turned off until the repairs are made so that water is not continually lost. If the Consultant fails to repair irrigation leaks reported or otherwise after one week, the Consultant will pay $25.00 dollars per day, per site until the repairs are complete.

Due to water restrictions, automatic controllers shall be programmed for watering between the hours of 10.00pm and 6:00am only. During the summer months watering may occur up to three times per week. All other times, the City waters approximately 1–2-day days per week, depending on the type of irrigation and plant material. Automatic controller programs shall be adjusted to compensate for changes in the weather and site conditions. If the weather prediction is at 70% of chance of rain, Consultant shall turn the system off. Excessive run-off of water must be avoided. Water shall not be allowed to pond or create a water-logged soil condition.

Wasting of water or use of City furnished water for means other than those directly related to maintenance of this project shall be prohibited.

Precautions shall be taken to prevent water from wetting pedestrians, vehicles and pavement.

Any soil washed onto pavement shall be cleaned up and any eroded areas shall be filled in at the Consultant ’s expense.

MANUAL WATERING
If the irrigation goes down for any reason, the Consultant is responsible to manually water the site until the irrigation restores the system.

IRRIGATION SYSTEM MAINTENANCE
Most of the City’s irrigation systems are maintained using the Rain Bird IQ System.

Finkbiner Park and Louie Pompei Memorial Sports Park are maintained using the Rain Bird Maxicom System. There are a number of battery-operated clocks as well as one solar clock that are not a remote system. The Consultant will work directly with the City to establish clear guidelines as it relates to these weather-based systems. The controllers at each site shall be DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 26
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inspected by the Consultant monthly. The Consultant shall coordinate with the City to ensure that the irrigation systems are properly set to avoid over-watering, especially days prior to scheduled mowing. It is the Consultant ’s responsibility to ensure that the system is operating correctly and that there is adequate coverage. All irrigation mechanisms shall be kept cleaned to ensure that the irrigation heads are not being blocked and the irrigation heads are adjusted to maximize coverage and minimize overspray and watering onto the roadway or pedestrian pathways.

All electric valves shall be kept flushed clean of sediment and debris and shall be maintained in proper working order. Valves shall be kept well-adjusted to ensure efficient operation of the irrigation system. The Consultant shall also keep the controllers/boxes clean and free of insects and dust and shall make any and all necessary repairs or replacements. The Consultant s responsibility begins after the backflow device and includes, flow sensors, master valves etc.

Drip system filters shall be cleaned at least every three months.

Any and all irrigation parts such as sprinkler heads, emitters, valves etc., that are repaired/replaced must be consistent with what is currently in place. When making repairs to sprinkler heads and drip emitters, they must be the same at each section to ensure that we get the most accurate flow readings.

The Consultant shall be responsible for general maintenance of the irrigation system including inspection, maintenance and repairs, piping, wiring, spray heads, drip irrigation, electric valves, and automatic controllers. All irrigation parts and materials which are damaged or broken must be fixed by the Consultant and shall be reported to the City monthly. The Consultant is responsible for any damage caused by the Consultant or any unknown entities. If the City makes any irrigation repairs due to lack of timeliness on the part of the Consultant , the cost including parts and labor shall be charged against the Consultant ’s monthly account.

No modifications may be made to the existing automatic irrigation system without express written approval of the City (designee). Approved changes shall be noted by the Consultant on a copy of the Irrigation plan and submitted to the City within five (5) working days of the completion of the work.

In the event of a drought condition, the City shall have the authority to modify the watering requirements described in these specifications. The City shall notify and meet with the Consultant to discuss any possible impacts the modified watering schedule may have on the Consultant ’s obligation to provide excellent services.

PLANT LOSS
It is one of the Consultant ’s prime responsibilities to prevent loss of plants caused by pests, diseases, insects, soil conditions, nutrient, micro-climatic conditions, improper planting, or problems in watering do to broken irrigation.

Consultant agrees to be continuously alert in locating and defining problems and agrees to exercise prompt and proper corrective action.

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Consultant agrees to replace, at the Consultant ’s cost, any dead, stunted, or damaged plantings that are the result primarily of the Consultant ’s negligence. Plants lost from Consultant ’s negligence shall be replaced, at the Consultant ’s expense, within thirty (30) days of discovery.

Replacement plants shall be comparable in size to the lost plant up to a maximum size of a twenty-four (24) inch box, or if smaller, the size shall be approved by the City.

The Consultant shall not be held responsible for plant losses due to maladies beyond the Consultant ’s control; this includes, but is not limited to, disease or insect attack for which there is no legal recommended control, acts of vandalism, earthquakes, fires, storms and related events. Consultant shall report all such conditions to the City in writing within seventy-two (72) hours of occurrence and submit a proposal for the work or repairs along with the costs.

The Consultant shall obtain City’s written permission/direction or authorization prior to proceeding with the work. Failure to notify the City within 72 hours of occurrence will result in replacement at the Consultant ’s cost as if the cause was Consultant negligence.

The City shall approve all replacement plants that differ in species. However, it is agreed that replacing plants shall not be used by the Consultant as a substitute for proper care. The City will consider Consultant negligence a major breach of contract with full responsibility for costs and losses.

Dead plants and those in a state of decline shall be brought to the City’s attention immediately.

All new plant material and irrigation installations or repairs shall be guaranteed for a period of ninety (90) days for unhealthy plant installation and/or poor workmanship. Exceptions include damage or death of plant material due to wind or storm, or vandalism, theft, or other willful acts over which the maintenance Consultant has no control. Existing plants shall be replaced by Consultant if they die due to Consultant ’s negligence. All replacement plants and materials shall be inspected and approved by City prior to installation.

WEED CONTROL
All areas within the work sites are to be always kept free of weeds and volunteer tree growth.

This includes but is not limited to, all bare dirt areas and any weed growth within ground cover, shrub plantings and cobblestone/hardscape areas in all the Consultant management zones.

Pedestrian walkways, medians and other hardscape areas are to be always kept weed-free; this includes the area that extends two feet from face of curb into the street area. Volunteer tree growth shall be removed by the Consultant as part of this contract paying attention to removal to include root system, rather than flush cut. If the plant is too large, herbicides can be used to ensure complete removal
Weed control shall be practiced in all turf areas; weed control in the turf areas is only to be done using properly registered pesticides for turf grass. The level of weed control shall be at least adequate to eliminate all weeds. Any weeds which are removed by hand shall be removed in a manner which leaves the ground surface level and saves the existing turf in place.

Weeds shall be removed from against fences, trees, and other obstructions. If the City determines that mowing practices or the condition of the weeds does not provide adequate mulching, the Consultant is to remove the mulched weeds. The removed weeds shall be disposed of properly.

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The Consultant shall comply with all rules, regulations, and license requirements of the California Department of Pesticide Regulation, the Department of Health, the Department of Industrial Relations and all other agencies which govern the use of pesticides required in the performance of work on the Contract.

SPRAYING
The Consultant shall perform spraying on City properties to prevent weed growth. Spraying shall consist of (1) use of a pre-emergent herbicide to prevent weed growth during the growing season following application, and (2) use of a systematic herbicide to kill re-growth and/or summer weeds. Soil sterilants may not be used unless directed by the City.

It shall be the Consultant ’s responsibility to apply herbicides as necessary to keep all properties appropriately free of weeds throughout the year. Weeds shall not exceed a maximum two (2) inches in height at any time throughout the year. It is the Consultant ’s responsibility to eliminate all weeds regardless of what type they are.

It shall be the Consultant ’s responsibility to determine the most appropriate times of the year to apply herbicides, fungicides, and pre-emergents. The Consultant must notify the City prior to any application of any registered pesticide a minimum of one week prior to the pesticide treatment.

It shall be the Consultant ’s responsibility to independently monitor all contract areas and perform touch-up spraying as needed anytime weed growth occurs. Monitoring shall at a minimum include a weekly physical inspection of all sprayed areas.

The Consultant shall use the necessary equipment to accomplish the work in a satisfactory manner. The Consultant shall arrange operations so that the herbicides will not be distributed beyond the limit of property sprayed. The Consultant shall apply the herbicides using nozzles and pressure necessary for a proper application. The Consultant shall supply water for the chemical mix.

The materials used by the Consultant must be of such composition and of sufficient strength to kill weeds but may not sterilize the soil for a period in excess of one year following application.

The chemicals used shall not be toxic or harmful in any manner to animals or human beings when used in the prescribed manner. The materials used shall not harm desirable vegetation such as trees or turf. The materials used shall not be flammable or leave an oily residue that will discolor or leave a slippery film on sidewalks and curbs. The City may at any time during the spraying operation take samples to check materials being used. Upon request, the Consultant shall provide the City with information regarding chemicals applied to specified locations.

In addition, the Consultant shall upon request provide the City with specimen labels of chemicals applied. In the event the treatment is not effective, the Consultant will be required to remove all growth from the area within the limits of the spray application.

FERTILIZERS –SHRUBS & PLANTS
Fertilizers shall be applied one time per year, and in most cases only as needed. The final decision will be made by the City Representative. All fertilizer applications are to conform to the California Food and Agricultural Code. Commercial fertilizers shall be complete fertilizers DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 29
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furnishing the required percentages of nitrogen, phosphoric acid, potassium, and other necessary micronutrients as needed to keep plants, and shrubs in a healthy and vigorous growing condition.

PEST MANAGEMENT
All landscaped areas shall be maintained free of disease and harmful insects/pest without compensation beyond the base bid. The City of Glendora seeks to control pests without harming non-target organisms, or negatively affecting air and water quality and public health.

The Consultant shall give preference to reasonably available non-pesticide alternatives when conducting pest management activities on City property and public rights-of-way. Chemical controls should only be applied when monitoring indicates that preventative and non-chemical methods are not keeping pests below acceptable levels.

When pesticides are required, the least toxic and the least persistent pesticide that will provide adequate pest control is applied. Pesticides should not be applied on a prescheduled basis. The Consultant may employ Integrated Pest Management (IPM) practices when controlling pests.

IPM uses cultural, mechanical, physical, and biological control methods before using pesticides.

All shrubs shall be kept free of spiderwebs at all times.

TRASH, LEAVES AND DEBRIS – COLLECTION AND DISPOSAL

1. Trash, leaves and debris from landscape maintenance operations, blown by the wind or deposited by persons or animals shall be collected a minimum of once per week but more often if needed.

2. Paper, trash, cans, bottles, and animal waste etc., shall not be dumped on site in trash dumpsters, but shall be disposed of offsite in a legal manner at Consultant 's expense.

3. Leaves, grass clippings, branches, weeds, and all other landscape debris accumulated from the landscape maintenance operations shall be collected and properly disposed of the same day it is accumulated.

4. Green waste requirements of the State of California and the City of Glendora apply to this contract.

5. The City will provide a site for the Consultant to store an Athens bin at their expense.

The Consultant will be responsible to get rid of their waste. All excess material shall become the property of the Consultant to be legally disposed of as the Consultant sees fit. The City will not reimburse the Consultant for any fees incurred.

TRASH ENCLOSURES
All trash enclosures shall be cleaned on a weekly basis. Containers shall be pulled out and the areas swept clean or blown with backpack blower to ensure cleanliness. Consultant shall pressure wash if extensive soiling conditions exist.

PARKING LOTS - SWEEPING
Parking lots are to be kept free of debris, weeds and litter in order to maintain a neat and clean appearance. The Consultant shall clean parking lots at least once a week, but more often if DocuSign Envelope ID: 07CD88A7-7037-437D-A130-0D296E8C5B91 Item #16. Page 30
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necessary. All parking lots including the Village on Glendora Ave. are to be swept by 7:00am, using a street sweeper/truck. Blowers are not to be used for parking lots.

HARDSCAPE AND COURTS

1. Hardscape includes sidewalks, stairs, asphalt, pathways, basketball courts, tennis courts, the skate park etc.

2. All hardscape areas will be swept and inspected for hazards or deficiencies weekly.

All grass clippings and other debris from maintenance tasks will be removed the same day they occur. All hardscape areas will be kept free of weeds.

3. All Decomposed Granite (DG) paths will be raked and leveled weekly and watered and tamped firm as needed. DG will be imported as needed throughout the year based upon park inspections. All imported DG will be leveled, watered in and tamped firm until capacity is reached. DG will be provided by the city.

4. Basketball, volleyball, and tennis nets shall be replaced by the Consultant as need.

Materials shall be supplied by the City.

VOLLEYBALL COURTS
The sand of the courts shall be rototilled on a bi-annual basis. If there are holes that were created at any given time, Consultant shall level out at the next maintenance visit. Nets shall be replaced by Consultant as needed. Materials shall be supplied by the City PLAYGROUNDS AND PICNIC AREAS Pour in place (PIP) surfacing shall be cleaned of any loose debris on a weekly basis. On a quarterly basis, porous surfaces shall be vacuumed to clear the permeable openings.

1. Playground surfacing in every playground will be raked and screened weekly as soon as possible prior to completing park policing.

2. Playground surfacing will be pulled into all low areas near swings, slides, etc. and leveled weekly.

3. Playground surfacing and other debris on all hardscape and protective surfaces will be swept up and removed.

4. Consultant will visually inspect all playground equipment weekly for any vandalism or other obvious damage and will repair or secure the area and immediately report the situation to the city.

5. The City shall contact manufacturer for warranty and/or will supply the parts needed for Consultant to make repairs. Consultant shall secure the area and will check regularly to ensure efforts to secure are intact.

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6. No pesticides will be used in any playground. Playgrounds will be kept free of weeds and other pests by mechanical methods only.

7. Playgrounds shall be inspected monthly using the City’s playground inspection template or the Consultant ’s template upon approval.

SITE SPECIFICATIONS
Finkbiner Park
Pine needles shall be blown off the roof of the Legion building and gutters are to be cleaned on a quarterly basis and additionally following wind events and/or prior to rainy season.

The Bandshell area and Picnic Sites with hardscape shall be pressure washed monthly.

Bandshell area turf shall be renovated once per year in April or May per the guidelines in this document under Turf Renovation. Fencing shall be provided by Consultant to ensure the area is isolated from pedestrian traffic.

Centennial Heritage Park
The entire site shall be kept weed free, from the gate on the west at the end of Mauna Loa Ave. to the end of the Citrus grove on the east.

South Hills Dog Park
On a weekly basis, the areas shall be monitored for feces and removed immediately. Any feces, toys or balls left behind shall be removed and discarded. The walking paths shall be monitored for holes and tripping hazards. Holes shall be filled with DG immediately.

Walking paths shall be free of mulch or other debris.

The dog areas shall be renovated twice a year during the entire months of April and November. The areas shall be closed to the public to allow the turf cultural practices to take place. Timeline of events and items to be addressed shall be coordinated with the Consultant and the city designee. The turf shall be renovated per the guidelines in this document under Turf Renovation. The small dog area shall be overseeded and the sod shall be replaced in the entire large dog area. If it is determined that sod is needed in barren areas within the small dog area, Consultant shall provide labor. City shall provide the materials for the renovation which include sod and seed only.

The artificial turf shall be pressure washed to remove any DG build up and to disinfect from urine smells, etc. during the renovation period. If infill is needed, organic types shall be used and provided by Consultant . Dog silhouettes on the fence, shade structure, and all benches shall also be pressure washed to ensure cleanliness. All DG and rock dust pathways shall be refreshed with water, stabilizer and compaction.

Louie Pompei Sports Park
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All hardscape within the park shall be swept clean or blown using a backpack blower on a weekly basis, including the plaza, dug outs, stadium seating and stairways. On a quarterly basis, hardscapes will be pressure washed, paying special attention to the BBQ area and stadium seating areas of all fields.

Field #3 consists of artificial turf with rubber infill. The Consultant shall maintain the field on a bi-weekly basis. Care for the synthetic turf requires use of a static brush for general infill leveling and to stand up grass fibers. A mechanical sweeper or other specialty synthetic turf cleaning equipment should be used to remove surface debris.

Metal, wire bristles and 6-wheel vehicles are prohibited from being used. The vehicle speed should be low and sharp turns must be avoided. High-wear areas will require additional attention. The surface should be brushed in several alternating directions in consecutive activities, but generally in the direction of the individual panels to avoid crossing over main stems. The optimum brush height depends on the model and type of equipment. The brush must not be set so low that it digs into the turf pile or backing thus damaging the turf. It is most effective to brush the surface when it is dry. Infill material will be replenished by Consultant on an annual basis but more often if needed. The City shall supply the materials.

Sandburg Park and Manooshian Park
Areas of maintenance are indicated on the included site plans for these two parks.

Irrigation is not included as part of the maintenance. The School District maintains all irrigation and controllers.

Track Maintenance

1. Tracks will be maintained to the satisfaction of the city designee.

2. Drain holes will be clear to allow for proper drainage.

3. Depressions caused by vehicles, bicycles, or foot traffic are to be filled and leveled. The city will provide the track surface material.

4. Track shall be leveled with a slight slope to allow drainage.

5. The track shall be cleared of weeds and litter once each week.

6. Track shall be leveled and dragged on the first Monday of each month.

Turf/Plants/Shrubs and Groundcover
These are to be maintained in accordance with the maintenance outlined in this scope of work.

Banks

1. Banks to be controlled are indicated on Site Plans for Sandburg Park and Manooshian Park.

2. Banks are to be weed free and clear of trash and debris.

3. The Consultant is to notify the school district and the City designee at least one week in advance of any spraying at these two sites.

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4. The Consultant shall be responsible for the trees and shrubs on the banks following the guidelines in the Maintenance of Trees and Shrubs section in this scope of work.

Drainage Sumps

1. The catch basins around the track areas shall be clear of debris to allow for free flow of water.

2. Drainage holes in the track shall be clear of debris to allow proper drainage.

3. Catch basin grates shall be clear of debris to allow proper drainage. Catch basins shall be flushed out once a year. There are 4 on the grass field and 4 on the outside of the track.

Par Course/Sand Box Areas

1. Par course areas shall be cleared of debris and weeds once a week.

2. Consultant shall inform the City within 24 hours if there is any damage caused to the par course equipment areas.

3. The Consultant shall replace at their own expense damaged par course equipment caused by Consultant ’s negligence.

4. Decomposed granite shall be raked evenly once each month.

Manooshian Park, Finkbiner Park and Crowther Teen Center Tennis Courts
All tennis courts shall be blown free of dust and debris weekly and kept weed-free at all times. The tennis courts shall be power washed bi-annually and all work is to be completed by 8:00 am. Excess water is to be pushed onto nearby landscaped areas or sucked up. There is to be no standing water left on the courts. The city designee shall be notified a minimum of two weeks in advance so that signage can be posted.

Bonnie Cove Trailheads Parking Area
Trash and weeds shall be controlled in the manner outlined in this document.

Specific plant material to be controlled in this area include mustard varieties. There is no irrigation, therefore the plants and trees must be watered manually in the manner outlined in this document; mulch application specifications also apply.

Big Tree Park
This tree’s buttress roots collect water after each rain event. Consultant shall remove this water immediately to avoid harboring insects and disease. Sponges shall be used to remove excess water.

RAIN & WIND EVENTS
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During rain events, mowing and all activities that would adversely impact soil conditions should be postponed. The Consultant shall be responsible for identifying any hazards and ensuring those hazards are mitigated within the scope of work. Standing water that collects and does not easily run off shall be pumped out.

A minimum of two, three-man crews shall remain in the City to patrol all sites and provide clean-up, remove downed limbs, clear drains etc.

TRAFFIC CONTROL
Consultant shall:

1. Perform all work, as required, according to most current Work Area Traffic Control Handbook (WATCH) manual.

2. Maintain clear ingress and egress areas including, but not limited to, sidewalks, vehicle travel lanes, driveways, etc. at all times unless the immediate work prohibits such clearance.

3. Not close or delineate traffic lanes between the hours of 7:00 a.m. and 7:00 p.m. without prior CDR authorization.

DAMAGE CONTROL
Consultant shall:

1. Protect materials, products, facilities, utilities, and the like against damage at all times during work performance.

2. Make repairs, at Consultant ’s sole expense, for Consultant -attributed damages within 24-hurs of the damage occurrence, except utility lines, which shall be repaired the same working day. Consultant ’s failure to make repairs with time allowance may cause the city to make the repairs and back-charge the Consultant , or deduct from invoices due, the repair costs, plus an administrative charge of 15%.

3. Verify and locate any underground systems (i.e., utility lines) and take all reasonable precautions when working in the designated work areas.

4. Contact underground alert at least two (2) working days prior to digging for line locations. Report any damage or problems immediately to the CDR. If Consultant discovers something unexpected, or a unique problem occurs, work must stop and immediately contact the city designee.

5. Do no perform any work upon private property without the consent of the property owner and the CDR.

6. When damage does occur, make repairs in accordance with the appropriate building codes and permits.

RIGHT OF WAY (ROW) WEED ABATEMENT
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Consultant is responsible for weed abatement of the main thoroughfares as well as various other streets. Maintenance typically includes the sidewalk out to the curb and gutter and ends where the gutter meets the asphalt. All areas are to be abated a minimum of four times per year, with some areas requiring more attention.

1. The ROW which includes the tree wells shall be free of weeds, leaves and debris.

2. Trash and illegal postings are to be removed from trees, lights post etc.

3. Weeding is to be done along fence lines, parkways, and tree wells.

4. Suckers and tree sprouts are to be removed from the trees.

5. Storm drains are to be cleared out making them free of any debris.

6. The city does not plant grass or any plant material in the parkways therefore, these things do not need to be maintained. Anything impeding foot traffic along the sidewalk shall be cut back to allow for a free path of travel.

WEED ABATEMENT + BRUSH CLEARING
The City’s goal is 100% clearance. All sites outline in this section shall be completely cleared of brush, weeds, debris etc. However, in cases where it is not feasible to clear the entire parcel, due to lack of accessibility, the below criteria may be used.

The Consultant shall complete clearance of all sites two times per year (April and September). The maintenance plan may include various methods such as mechanical, chemical, livestock etc.

1.01 All Trim any grass, groundcover and herbaceous weeds to no higher than three (3) inches above the ground.

1.02 All flammable fuels shall be removed in accordance with the direction given by the Los Angeles County Fire Department. CONSULTANT shall be responsible for the removal of any dry ground cover and shrubbery.

1.03 All flammable vegetation identified as a fire hazard shall be mowed or cut to a stubble height of three (3) inches, for thirty (30) feet around any structure or fifty (50) feet from high hazard areas (County of Los Angeles Fire Code 325.2.1(2), 325.2.2).

1.04 Thin remaining vegetation for the next one hundred seventy (170) feet, for a total of two hundred (200) feet, around any structure by clearing, trimming, thinning, pruning lower branches, and removing flammable vegetation. For high hazard areas, this distance can be increased to a maximum of 200 feet (County of Los Angeles Fire Code 325.2.1(2), 325.2.2).

1.05 Dry weeds, brush, and vegetation within two hundred (200) feet from a home or other structure and ten (10) feet from a road shall be pruned to maintain size and minimize potential fuel that may add to brush fires
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1.06. Specimen native trees, and shrubs, are permissible, provided that they do not form a means of transmitting fire to any structure (County of Los Angeles Fire Code 325.2.1(2).

All specimens shall be placed a minimum of fifteen (15) feet or three (3) times their diameter from other specimens, structures, or surrounding native brush.

1.07 Access roads shall be maintained with a minimum of ten (10) feet of brush clearance on each side. Fire access roads shall have an unobstructed vertical clearance to the sky. Trees overhanging fire access roads shall be maintained to provide adequate vertical clearance (County of Los Angeles Fire Code 325.10, 503.1.1, through 503.6).

1.08 It is required that all trees and shrubs shall be maintained free of dead wood and litter. Shrubs must be trimmed up from the ground one third of their height. Trees shall be trimmed up a minimum of six (6) feet or one third their height up to forty (40) feet.

1.09 Care shall be taken when trimming trees during the nesting season of native bird species. Upon discovery of a bird nest, contact the CITY designee for direction.

1.10 Proper fire suppression devices shall always be required on site by each crew working on this project.

1.11 All clippings must be hauled away at the end of each day or completion of the parcel.

1.12 CONSULTANT shall fully comply with weed abatement standards as determined by the Los Angeles County Department of Agricultural Commissioner/Weights and Measures.

LIVESTOCK MANAGEMENT
Livestock will be limited to sheep and goats depending on the targeted vegetation.

Livestock will be managed in accordance with CITY OF GLENDORA’s targeted grazing objectives.

2.01 Livestock Numbers: It is expected that livestock numbers within the grazing period, and on an identified grazing property, will approximate between 50 and 200 animals depending on Grazing Property size, forage availability and targeted grazing objective.

Livestock numbers and species or sheep/goat combinations may need to be adjusted by the Consultant and as agreed to by CITY OF GLENDORA based upon available forage and as needed to meet the grazing objectives as identified.

2.02 Saturated Soil Conditions – Levee Infrastructure: Grazing shall not be performed when soils are saturated, often following precipitation events where rainfall exceeds 0.5 inches over a 3-day period. Following a saturating rainfall event, the Consultant , in consultation with the Agency, shall take reasonable measures to ensure any levee, seepage berm or maintenance access road is not unduly damaged by livestock by temporarily reducing the size of the herd, and moving, or containing the herd to a prescribed, less sensitive location.

2.03 Livestock Health: All livestock utilized will be up to date on their vaccinations.

2.04. New Noxious Weeds: The Consultant , to the extent feasible, shall mitigate the possibility of introducing new noxious weeds onto any designated Grazing Property.

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2.05 Livestock Death: If any animal dies during the grazing season, it shall be disposed of offsite at a proper disposal facility within 2 hours or less.

2.06 Livestock Movement: If livestock are requested to be removed from or confined within the designated Grazing Property (e.g., in the case of a soil saturating precipitation event), the requirement will be accomplished within a two (2)-day period. If the Consultant is non-responsive to the Agency’s request, damages will be assessed and borne solely by the Consultant and the contract may be canceled with no refund of fees to the Consultant . Movement of livestock shall be by the most efficient means available.

No livestock shall be allowed or moved by foot on any public road or adjacent private property.

2.07 Public and Private Property: The Consultant shall respect public and private property boundaries at all times.

2.08 Livestock Trespass: The Consultant will be expected to observe and manage all livestock daily, or as appropriate, and remove or return trespass livestock as needed. All livestock are deemed trespass if Consultant ’s livestock are outside of designated Grazing Property or if other livestock are inside of the Grazing Property. The Lessee must respond to any request to move trespass livestock within 2 hours.

2.09 Fences and Gate: The Consultant shall use temporary electric fence to control livestock on and within designated Grazing Properties. The Consultant shall be responsible for maintenance and repair of all electric fences, gates, or other improvements within any designated Grazing Property. The Consultant will also be responsible for maintenance and repair of existing fences, gates or other improvements within any designated Grazing Property, prior to throughout the grazing period. All fences and boundary fences must be maintained to a level that will ensure livestock are confined to allowable areas prior to release of livestock and during period of use. The Consultant shall use electric fence or other means to exclude livestock from portions of the property, including sensitive habitats such as wetlands, stream channels and banks.

2.10 Livestock Watering: The Consultant shall be responsible for watering and providing watering infrastructure necessary for livestock operations within designated Grazing Properties. CITY OF GLENDORA will identify potential known water sources where present but is not responsible for ensuring water sources or availability.

2.11 Livestock Services Inspection: The Agency shall provide overall contract oversight, review and evaluation of this agreement and the Consultant s performance. The Consultant shall provide appropriate livestock (sheep/goats) and will follow the prescriptions of the Exhibits and any other mutual agreements to provide services or supplies that may become necessary. Livestock numbers may need adjustment by the Consultant based upon available forage and as needed to meet the grazing objectives of the designated Grazing Property.

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CITY OF GLENDORA LANDSCAPE MAINTENANCE STANDARDS
The following standards are referenced from the City of Glendora Landscape Maintenance Standards and rated as “Meets Standards”.

Section 1 Weekly Maintenance

1.1 All sites are to be maintained weekly unless otherwise discussed and agreed upon by the City in advance.

Section 2 Turf Maintenance

2.1 General Use Standard

2.1.1 All turf areas will be mowed on a weekly basis.

2.1.2 Turf will be healthy with an even surface and uniform, deep green color.

2.1.3 Turf will not exhibit bare spots.

2.1.4 Turf will be pest-free.

2.1.5 Shall be maintained in accordance with Turf Maintenance Section 2.2, Irrigation

2.2 Turf Care

2.2.1 Mowing

2.2.1.1Height of cut (in inches) for high-traffic grasses.

Turf Type Spring Height Summer Height
Perennial Rye 2.0” 2.5”
Tall Fescue 2.0” 3.0”
Bermuda 1.0” 1.5”
St. Augustine 2.0” 2.5”
Kikuyugrass 1.5” 2.5”
* If over seeded with perennial rye, keep at 2 inches.

2.2.2 Edging

2.2.2.1 Complete site edging of, curbs, planter beds, sprinklers, valve boxes, meter boxes, etc., shall be performed to ensure the site looks groomed and complete.

2.2.3 Verticut

2.2.3.1 To relieve thatch, turf is to be verticut/aerated in September/October before it is over seeded.

2.2.4 Weeds

2.2.4.1Turf shall be weed free at all times.

2.2.4.2 Cobblestone/hardscape shall be weed free at all times.

2.2.5 Reseeding or Sod Replacement

2.2.5.1Reseeding/over seeding or sod replacement shall be done at all turf sites in September/October and on an as needed basis to meet standards.

2.2.6 Fertilizer

2.2.6.1 Apply at a minimum, four times per year to maintain standard.

2.2.6.2 All applications to be balanced fertilizer with nitrogen, phosphorous, and potassium (NPK) based on site-specific soil analysis. Micronutrient applications may be applicable.

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2.2.6.3 Separate applications for trees, shrubs and flowers as needed to maintain standard.

Section 3 Irrigation

3.1 General

3.1.1 Shall be checked every week at each site to meet standard and not waste water.

3.1.2 All systems will comply with State and local laws regarding backflow prevention and protection of the public water system.

3.1.3 All controllers that are on the central system shall be used to their fullest programming capability.

3.1.4 Irrigation system monitored locally or by Rain Bird IQ Central Control Platform.

3.1.5 Irrigation preventative maintenance system checks shall be done as needed; all zones will be checked for operation, and repairs made immediately.

3.1.6 General inspections of turf and plant materials shall be done routinely for signs of stress or damage.

3.2 Delivery

3.2.1 Irrigation systems will deliver optimum water to each plant type at the lowest cost with maximum resource conservation.

3.2.2 Water will be delivered during non-use hours.

3.2.3 Each station shall be adjusted to meet the needs of the specific site unless authorized by the City, as well as, adjusted due to weather conditions.

Section 4 Disease and Pest Control

4.1 Turf, trees and landscaping shall be disease and pest free. Any signs of stress or damage to trees, turf or planting materials and/or a direct bother to the public or its safety, shall be corrected by utilizing one of the three (3) steps indicated:

Preventative ~ a scheduled chemical or cultural program designed to prevent significant damage.

Corrective ~ application of chemical or mechanical controls designed to eliminate observed problems.

Integrated Pest Management ~ withholding any controls until such time as pests demonstrate damage to plant materials, or become a demonstrated irritant or safety concern to the public, such as in the case of wasps, ants, gophers, etc.

Section 5 Beds, Hedges, and Ground Cover

5.1 General Standard

5.1.1 Fertilization, irrigation and cultivation (when applicable) shall be adjusted to serve the requirements of the plant species.

5.1.2 Shall be healthy, attractive plants that lend variety and interest to the landscape.

5.1.3 Bark mulch shall be placed around plants and maintained at a minimum once a year and on an as needed basis.

5.1.4 Beds, ground cover, and hedges shall be maintained to provide secondary functions such as barriers, animal habitat, or dust and erosion control.

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5.1.5 Irrigation timers shall be coordinated with scheduled use and maintained incompliance with Irrigation standards in Section 3.

5.1.6 Removal and Replacement

5.1.6.1 All failed or damaged plant materials shall be removed and replaced within thirty(30) days of notice, unless determined by the City to delay replacement. The replacement plant shall be the same size and species as the damaged or failed plant, if possible. The City shall approve replacement of plant materials not meeting these specifications.

5.1.7 Litter and Debris Removal

5.1.7.1 All plant beds shall be maintained free of trash and debris at all times.

5.1.8 Weed Control

5.1.8.1 Plant beds shall be free of weeds and shall be weeded as needed to meet standard.

5.1.9 Trimming

5.1.9.1 All shrubs shall be pruned as needed to meet the intent of the landscape design. Ground cover shall be edged as needed to keep plant growth from extending beyond curbs, sidewalks, buildings, and turf areas. Ground cover in medians shall not be allowed to extend beyond the curb or sidewalk.

5.2 Flower Beds

5.2.1 Shall be maintained in accordance with the standards listed in Beds, Hedges, and Ground Cover Section 5.

5.2.2 Show no blank spots during season without authorization from the City.

5.2.3 Maintained in compliance with Section 4 related to Disease and Pest Control.

5.2.4 Dead heads, blank spots, and other defects shall not detract from decorative nature of the plantings.

5.2.5 Plantings shall be rotated as needed, to continue color and interest.

Minimally, on a seasonal schedule in areas of high use or high visibility and semi-annually in low use, low visibility areas.

5.2.6 Irrigation timers shall be coordinated with scheduled use and maintained in compliance with Irrigation standards in Section 3.

5.3 Shrub Beds, Hedges, and Ground Cover

5.3.1 Shall be maintained in accordance with the standards listed in Beds, Hedges, and Ground Cover Section 7.

5.3.2 Maintained in compliance with Section 4 related to Disease and Pest Control.

5.3.3 Shall be free of invasive shrub and tree species.

5.3.4 Irrigation timers shall be coordinated with scheduled use and maintained in compliance with Irrigation standards in Section 3.

Section 6 Trees

6.1 General Standards
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6.1.1 Shall provide shade, wind breaks, sound attenuation, and otherwise enhance he park setting.

6.1.2 Maintained in compliance with Section 4 related to Disease and Pest Control, and
Section 3 related to Irrigation standards.

6.1.3 Trees shall conform to the general shape and height of the species:
significantly deformed specimens shall be removed.

6.1.4 Weed Control

6.1.4.1 Mechanical grass trimming around trees shall be accomplished in way that will not scar the trunk in any way. No chemical removal of turf and eds is permissible under drip line.

6.1.5 Mulching

6.1.5.1Bark mulch shall be placed around tree and maintained on an as needed basis.

6.1.5.2Well defined radius around the tree, free of weeds and turf – minimum three (3) foot radius, maintaining one to two (1-2) inch clearance from the perimeter of the trunk.

6.1.5.3Mulch shall be replaced as needed at Laxford

6.1.5.4Wood mulch shall be replaced as needed at the Glendora & Foothill and Glendora & Bennett Planters.

6.1.6 Trimming

6.1.6.1 Tree limbs shall be at a safe height for the uses anticipated in the vicinity.

6.1.6.2 Trees shall not exhibit broken or cracked limbs or other structural damage, and all suckers shall be removed.

6.1.8 Staking

6.1.8.1 Young trees should be properly staked to assist in support until roots are firmly established, especially in wind prone areas. Once firmly established, stakes shall be removed with no protrusion above ground. Trees must be straight.

6.1.8.2 Ties on the stakes shall be checked periodically to ensure they are adjusted properly.

6.1.8.3Tight or damaged ties or stakes shall be replaced or repaired.

End of Scope of Services
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EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

1. City waives any requirement for the posting of a performance bond.

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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include
A. Line items for all sites describing the work performed, the number of hours worked, and the rate.

B. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

II. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

LANDSCAPE MAINTENANCE BUDGET & CONTRACT FY 22-23 & BEYOND 4-Year Term

SERVICES ACCOUNTS ANNUAL AMOUNT BID AMOUNT
Contract Services Parks 001.6582.59100 $ 699,576 $ 2,798,304 Open Space Weed Abatement 001.6582.59100.28 $ 87,524 $ 350,096 Contract Services Trees 001.6584.59100 $ 19,044 $ 76,176 Highland/Oak Knoll 1 202B.56500.01 $ 3,396 $ 13,584
GMR/Palm Drive 4 202B.56500.03 $ 3,396 $ 13,584
Hampton/Sunflower 5 202B.56500.05 $ 3,396 $ 13,584
Loraine/ Palm Dr. 7 202B.56500.13 $ 3,396 $ 13,584
GMR/ Boulder Springs 8 202B.56500.08 $ 3,396 $ 13,584
Hidden Springs 16 202B.56500.19 $ 3,396 $ 13,584
Gas Tax (medians) 205.6584.56500 $ 114,852 $ 459,408
ROW Weed Abatement 205.6584.56500 $ 5,604 $ 22,416
BID 231.4390.56500 $ 5,112 $ 20,448
Transportation 255.6584.56500 $ 6,804 $ 27,216
Water Sites 531.6582.59100 $ 18,337 $ 73,348
531.6571.59100 $ 54,251 $ 217,004
531.6584.59100 $ 36,000 $ 144,000
Total Amounts: $ 1,031,480 $ 4,125,920
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EXHIBIT“D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the frequency outlined in the RFP.

A. Initial schedule to be provided within two weeks.

B. Complete annual schedule to be provided within 30 days.

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AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 1”) by and between the CITY OF GLENDORA (“City”) and MARIPOSA LANDSCAPES, INC., a California corporation (“Consultant”) is effective as of the ____ day of July 2024.

RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated June 28, 2022 (“Agreement”) whereby Consultant agreed to provide Landscape Maintenance & Weed Abatement Services;
B. City and Consultant now desire to amend the Agreement to add landscape maintenance of Glendora Unified School District sites to the scope of work; and C. City and Consultant now desire to amend the Agreement to increase the annual spending limit by an additional $510,900 per year for the remaining two year term of the Agreement.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. The Scope of Services set forth in Exhibit “A” of the Agreement shall be amended to include the following services:
“LANDSCAPE MAINTENANCE OF GLENDORA SCHOOL DISTRICT
SITES
Consultant shall provided landscape maintenance services for the eleven Glendora School District sites set forth in the Master Joint Use Agreement between the City and the Glendora Unified School District, dated January 30, 2024 (the “Joint Use Agreement”), to ensure compliance by the City with the maintenance services set forth in the Joint Use Agreement.”
b. 2.1 (Contract Sum) of the Agreement shall be revised as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Million Two Hundred Ninety One Thousand Seven Hundred Twenty Dollars ($5,291,720) $4,125,920.00 (four million, one hundred twenty-five thousand, nine hundred twenty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.”
Item #16. Page 46
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b. Section II of Exhibit “C” (Schedule of Compensation) of the Agreement shall be deleted and replaced as follows:
“II. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

LANDSCAPE MAINTENANCE BUDGET & CONTRACT FY 22-23 & BEYOND Services Accounts Annual
Amount
4-Year Term
Amount
Contract Services Parks 10170580-59100 $699,576 $2,798,304 Open Space Weed Abatement 10170580-59100 $87,524 $350,096 Contract Services Trees 10170580-59100 $19,044 $76,176
Highland/Oak Knoll 1 20370580-54001 $3,396 $13,584
GMR/Palm Drive 4 20370580-54002 $3,396 $13,584
Hampton/Sunflower 5 20370580-54003 $3,396 $13,584
Loraine/ Palm Dr. 7 20370580-54006 $3,396 $13,584
GMR/ Boulder Springs 8 20370580-54004 $3,396 $13,584
Hidden Springs 16 20370580-54007 $3,396 $13,584
Gas Tax (medians) 25570580-56500 $114,852 $459,408
ROW Weed Abatement 25570580-56500 $5,604 $22,416
BID 20400001-56500 $5,112 $20,448
Transportation 23470580-56500 $6,804 $27,216
Water Sites 50170580-59100 $18,337 $73,348
50170640-59100 $54,251 $217,004
50170580-59100 $36,000 $144,000
Subtotal (City Sites) $1,067,480 $4,269,920
Glendora Unified School District Sites1 TBD $510,900 $1,021,800 Grand Total $1,578,380 $5,291,720

1. Glendora Unified School District Sites are for FY 2024/25 and FY 2025/26 only. (Final 2 Years of term.)

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, the 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.

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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. 1on 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 , 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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONSULTANT:

Mariposa Landscapes, Inc.

Name: Terry L. Noriega
Title: Chef Executive Officer
Email: [email protected]
Name: Theresa Lu
Title: Chief Financial Officer
Email: [email protected]
Address: 6232 Santos Diaz Street
Irwindale, CA 91702
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.

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STAFF REPORT
To: Mayor and Council Members Date: July 9, 2024
From: Public Works District(s): Citywide
Subject: Consideration of Amendment No. 1 to the Agreement between West Coast Arborists and the City of Glendora Dated June 22, 2021, for Tree Trimming and Tree Maintenance Services in an amount not to exceed $721,490 For FY 2024-25

RECOMMENDATION
That the City Council:

1. Approve Amendment No. 1 to the Agreement between West Coast Arborists and the City of Glendora dated June 22, 2021, for Tree Trimming and Tree Maintenance Services, increasing the authorized annual expenditure by an amount not to exceed $721,490 for FY 2024-25, increasing the overall amount of the agreement to $2,422,490, and extending the term of the agreement through June 30, 2025; and

2. Authorize the City Manager or his designee to execute Amendment No. 1, including minimal and/or non-substantive changes.

STRATEGIC FOCUS AREAS
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
On June 22, 2021, the City Council awarded West Coast Arborists, Inc. an agreement for Tree Trimming and Tree Maintenance Services for three-years with two optional one-year extensions. The original award authorized an annual expenditure of $567,000 per fiscal year, totaling $1,701,000 over the initial threeyear term of the agreement. Amendment No. 1 extends the term of the agreement an additional year through June 30, 2025, and authorizes an additional expenditure in an amount not to exceed $721,490 for FY 2024/25. The increase in the annual expenditure reflects the moderate rate increase, the actual cost of the work being performed, and a small contingency for unanticipated special projects and emergencies.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
West Coast Arborists (WCA) entered an agreement with the City of West Covina (West Covina) on July 1, 2020, that specifically includes cooperative purchasing language, and WCA indicated their willingness to extend this pricing to Glendora.

On June 22, 2021, under Glendora Municipal Code Section 2.40.050(4) regarding Cooperative Agreements, Council awarded West Coast Arborists, Inc. an agreement for Tree Trimming and Tree Maintenance Services for three-years with two optional one-year extensions, in an amount not to exceed $567,000 per fiscal year, totaling $1,701,000 over the initial three-year term of the agreement.

DISCUSSION
The City of Glendora has contracted with WCA for tree maintenance services since 1999, and they have provided a consistently high level of service to the City. They have an extensive understanding of Glendora’s unique urban forest needs, and the expertise to meet them as an industry leader in the region, serving over 330 public agencies throughout California and Arizona.

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Staff Report Page 2 of 3
The current agreement with WCA was awarded by Council on June 22, 2021, for an initial three-year term with two optional one-year extensions. The initial term of this agreement expired on June 30, 2024, and had a not-to-exceed amount of $567,000 per fiscal year with a total of $1,701,000 over the initial threeyear term of the agreement. This initial amount did not fully capture the cost of both routine scheduled maintenance and extra work necessary to address tree issues and special projects that arise throughout the year. Amendment No. 1 increases the authorized annual expenditure to $721,490 for FY 2024/25, the overall amount of the agreement to $2,422,490, and extends the term of the agreement one-year through June 30, 2025.

The current unit pricing has remained the same since the contract was awarded on June 22, 2021. This has provided the City three years of tree maintenance services with no rate increases. In their letter dated April 1, 2024, WCA has requested a 3.4% increase to the unit costs based on the ratio of the increase in the Consumer Price Index (CPI-U) for Los Angeles-Long Beach-Anaheim from February 2023 to February 2024. By way of comparison, the CPI-U has increased 19.55% since bids were received by the City of West Covina for this cooperative contract on May 19, 2020. The projected FY 2024/25 cost for tree maintenance, including the 3.4% rate increase, is illustrated in Table 1 below.

Table 1: Projected Annual Tree Maintenance Costs
Task Frequency Projected Annual Cost
Grid Prune 5-year Pruning Cycle $195,730
Ficus Prune in Village Annual $163,760
Palm Prune Bi-Annual $41,160
Planting As Needed $36,190
Removals As Needed $102,890
General Labor and Other Services As Needed $41,610
Emergency Response As Needed $74,560
Subtotal $655,900
10% Contingency $65,590
Total $721,490
The unfunded contingency of ten percent is included in the not to exceed amount to provide for work resulting from special projects and other unforeseen emergencies. If work is needed using this contingency, funds would be transferred from unencumbered funds available in other appropriate line items.

FISCAL IMPACT
Sufficient budget is available in the Fiscal Year 2024-25 Mid-Cycle Budget in the General Fund Tree Trimming Contract line item, Account No. 10170580-59150, and the Water Fund Contract Services line item, Account No. 50170580-59100 as outlined in the table below.

FY 2024/25 Budget
Description Funding Source Account Amount
Contract Services - Tree Trimming General Fund (101) 10170580-59150 $642,040 Contract Services Water Fund (510) 50170580-59100 $13,860 Subtotal $655,900
10% Contingency $65,590
Total $721,490
The contingency noted above is to provide the ability to complete extra work under the contract for special projects with dedicated funding sources.

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Staff Report Page 3 of 3

ENVIRONMENTAL DETERMINATION
This activity is not a “project” as defined by Section 21065 of the Public Resources Code or Sections 15060(c)(2), 15060(c)(3), and 15378 of the CEQA Guidelines.

Prepared By Paul Fisher, Business Services Manager
Concurs With Not Applicable
Reviewed By William Wittkopf, Public Works Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Original Contract Dated June 22, 2021
B. Amendment No. 1
C. PowerPoint
Item #17. Page 3
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PUBLIC WORKS AGREEMENT
By and Between

CITY OF GLENDORA
and
WEST COAST ARBORIST, INC.

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01240.0001/535311.1 A-1

AGREEMENT FOR PUBLIC WORKS SERVICES

BETWEEN THE CITY OF GLENDORA AND
WEST COAST ARBORIST, INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this 22nd day of June, 2021 by and between the City of Glendora, a California municipal corporation (“City”) and West Coast Arborist, Inc. a California Corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. WORK OF CONTRACTOR

1.1 Scope of Work.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 5
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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 Bid Documents.

The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Tree Trimming and Tree Maintenance Services including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 6
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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. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials ________________
Victor Gonzalez
Vice President, Business Development
[email protected]
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 7
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1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 Contractor’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.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work 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, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 8
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work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.
(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.

1.7 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.8 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 9
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work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

1.9 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.10 Additional Work and Change Orders.
(a) 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 Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 10
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classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor 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 $1,701,000 (One Million, Seven Hundred and One Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 11
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and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor 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 Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor 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, Contractor 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.

Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall, as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

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.

Contractor 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 DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 12
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the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Inspection and Final Acceptance.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.

3.5 Term & Extended Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding Three (3) calendar years from the date hereof. The City Manager may, at his/her sole discretion, extend the Agreement for up to a maximum of Two (2) additional one (1) calendar year terms.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Victor Gonzalez, Vice President, Business Development
DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 13
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John L. Pineda, Area Manager
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 Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’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 Contractor.

Contractor 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. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’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. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be designated Public Works Staff or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 14
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independent contractor with only such obligations as are consistent with that role. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor 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. Contractor 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 $2,000,000 per occurrence, $4,000,000 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. Contractor 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 Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 15
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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 Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor 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. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 16
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policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. 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. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 17
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the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor 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. Contractor 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 Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor 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, Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor 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;
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activities of Contractor hereunder; and Contractor 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 Contractor 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 Contractor hereunder, Contractor 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.

In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor 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 Contractor in the performance of professional services and work 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 Contractor and shall survive termination of this Agreement.

5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Labor Bonds.

Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement.

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Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.

5.7 Substitution of Securities.

Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor.

5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 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 Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor 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. Contractor 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, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, 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 Contractor 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 Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use.

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Contractor shall have an unrestricted 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, 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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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 Contractor 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 DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 22
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Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. 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 Contractor 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 Contractor’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.
(b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 Contractor’s acts or omissions in performing or failing to perform Contractor’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 Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 23
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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 Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

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, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 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 this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of See Exhibit B, as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

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 thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor 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 Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 24
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specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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 Contractor has initiated termination, the Contractor 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 Contractor.

If termination is due to the failure of the Contractor 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 Contractor 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 Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such 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.

7.11 Unfair Business Practices Claims.

In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor 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 Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor 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 effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor 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.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor 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.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor 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, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 26
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Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Contractor, to the person 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. All correspondence relating to this Agreement shall be serialized consecutively.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 27
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“financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterest” pursuant to Government Code Sections 1091 or 1091.5. Contractor 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.

Contractor 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. Contractor 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.

Contractor’s Authorized Initials ___________________
Victor Gonzalez
Vice President, Business Development
[email protected]

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
_______________________________
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
_______________________________ _______________________________ William W. Wynder
City Attorney
June Overholt
Administrative Services Director
ATTEST:
_______________________________
Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

WEST COAST ARBORIST, INC.
_______________________________
Name: Victor Gonzalez
Title: Vice President, Business Development
Email Address: [email protected]
Phone: (714) 991-1900 Office - Ext. 153
_______________________________
Name: John L. Pineda
Title: Area Manager
Email Address: [email protected]
Phone: 714-713-0746
Address: 2200 E. Via Burton, Anaheim, CA92806
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 29
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SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

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EXHIBIT “A”

SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled Tree Trimming and Tree Maintenance Services including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

The complete, continuous, consistent and safe tree maintenance of a variety of species throughout the City. Tree maintenance may consist of pruning, removals, stump grinding, planting, staking, pest control, fertilizing, watering, emergency response, arborist service and inventory.

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by:

A. Including pictures in Arbor Access after any work is done on a tree within the City’s Urban forest.

IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.

DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 31
Meeting Date: 7/9/2024 / Packet Page #: 463
01240.0001/535311.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. City hereby waives Section 7.7 of the Agreement for Liquidated Damages.

DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 32
Meeting Date: 7/9/2024 / Packet Page #: 464
01240.0001/535311.1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

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01240.0001/535311.1
DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 34
Meeting Date: 7/9/2024 / Packet Page #: 466
01240.0001/535311.1
DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 35
Meeting Date: 7/9/2024 / Packet Page #: 467
01240.0001/535311.1
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01240.0001/535311.1
II. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s sub budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.

IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement
DocuSign Envelope ID: 436DF45E-FC0E-4C27-88CC-496F423933A8 Item #17. Page 37
Meeting Date: 7/9/2024 / Packet Page #: 469
01240.0006/983517.2
AMENDMENT NO. 1

TO AGREEMENT FOR PUBLIC WORKS SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR PUBLIC WORKS SERVICES (“Amendment No. 1”) by and between the CITY OF GLENDORA (“City”) and WEST COAST ARBORISTS, INC., a California corporation (“Contractor”) is effective as of the _____ day of __________, 2024.

RECITALS
A. City and Contractor entered into that certain Agreement for Public Works Services dated June 22, 2021 (“Agreement”) whereby Contractor agreed to provide certain tree trimming and tree maintenance services. Except as otherwise defined herein, all initially capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Agreement.

B. City and Contractor now desire to amend the Agreement to extend the term through June 30, 2025 and to increase the Contract Sum due to Contractor under the Agreement by $721,490 for the extension to the term of the Agreement.

TERMS

1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. 2.1 (Contract Sum) of the Agreement shall be revised as follows:
“Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Two Million Four Hundred Twenty Two Thousand Four Hundred Ninety Dollars ($2,422,490) $1,701,000 (One Million, Seven Hundred and One Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.”
b. 3.5 (Term & Extended Term) of the Agreement shall be revised as follows:
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding Three (3) four (4) calendar years from the date hereof. The City Manager may, at his/her sole discretion, extend the Agreement for up to a maximum of Two (2) one (1) additional one (1) calendar year terms period.” c. Exhibit “C” (Schedule of Compensation) attached to the Agreement shall be amended to include a new Part I.A. for such exhibit as shown in the Exhibit “C” attached hereto, which shall provide for the Schedule of Compensation for the period commencing on July 1, 2024 under the Agreement.

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, the provisions of the Agreement shall remain unchanged and in full force and effect. From and DocuSign Envelope ID: 0FE3306C-2DB0-434F-949D-9C8788C606DB Item #17. Page 38
Meeting Date: 7/9/2024 / Packet Page #: 470
Amendment No. 1 – West Coast Aborist (Tree Maintenance Svcs) 07.09.2024 -2- after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 1, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment , and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.

6. Counterparts. This Amendment No. 1 may executed in one or more counterparts.

Each of the parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered document, and are aware that the other party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby wave any defenses to the enforcement of the terms of this Amendment No. 1 based on the form of signature. [SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 0FE3306C-2DB0-434F-949D-9C8788C606DB Item #17. Page 39
Meeting Date: 7/9/2024 / Packet Page #: 471
Amendment No. 1 – West Coast Aborist (Tree Maintenance Svcs) 07.09.2024 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

WEST COAST ARBORISTS, INC.

Name: Patrick Mahoney
Title: President
Email: [email protected]
Name: Richard Mahoney
Title: Secretary
Email: [email protected]
Address: 2200 E. Via Burton Street
Anaheim, California, 92806
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

DocuSign Envelope ID: 0FE3306C-2DB0-434F-949D-9C8788C606DB Jun 11, 2024 | 8:31 AM PDT
Jun 11, 2024 | 8:23 AM PDT
Item #17. Page 40
Meeting Date: 7/9/2024 / Packet Page #: 472
01240.0006/983517.2
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I.A. For the period commencing on July 1, 2024 Contractor shall perform all work at the rates set forth below:

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01240.0006/983517.2
The total compensation for the services during the period commencing on July 1, 2024 and ending on June 30, 2025 shall not exceed $721,490.

DocuSign Envelope ID: 0FE3306C-2DB0-434F-949D-9C8788C606DB Item #17. Page 42
Meeting Date: 7/9/2024 / Packet Page #: 474
Consideration of Amendment No. 1 to the
Agreement with West Coast Arborists (WCA)
for Tree Trimming and Tree Maintenance
Services
Public Works
City Council
July 9, 2024
Michael Sledd, Assistant Public Works Director CityOfGlendora.org Item #17. Page 43
Meeting Date: 7/9/2024 / Packet Page #: 475

BACKGROND
• Provided services to Glendora since 1999
• Current agreement
• City of West Covina piggy-back
• 3-year Initial + 2 one-year extension options
• $567,000/yr.

Item #17. Page 44
Meeting Date: 7/9/2024 / Packet Page #: 476
AMENDMENT NO. 1
• 3.4% CPI increase request to
unit costs based on Feb. 2023-
Feb. 2024 CPI ratio
• CPI has increased 19.55%
since bid originally received
by City of West Covina May
19, 2020
Projected Annual Costs by Task
Grid Prune (5-year cycle) $195,730
Ficus Prune $163,760
Palm Prune $41,160
Planting $36,190
Removals $102,890
General Labor & Other Services $41,610
Emergency Response $74,560
Subtotal $655,900
10% Contingency $65,590
Total $721,490
Item #17. Page 45
Meeting Date: 7/9/2024 / Packet Page #: 477

FISCAL IMPACT
FY2024/25 Budget
10170580-59150 (General Fund; Parks; Contract Services-Tree Trimming $642,040 50170580-59100 (Water Fund; Parks; Contract Services $13,860 Subtotal $655,900
Unfunded 10% Contingency
(Provides ability to complete extra work for special projects w/dedicated funding sources) $65,590
Total $721,490
Item #17. Page 46
Meeting Date: 7/9/2024 / Packet Page #: 478

RECOMMENDATIONS
That the City Council:

1. Approve Amendment No. 1 to the Agreement between West Coast Arborists and the City of Glendora dated June 22, 2021, for Tree Trimming and Tree Maintenance Services, increasing the
authorized annual expenditure to an amount not to exceed $721,490 for FY 2024/25, increased the overall amount of the agreement to $2,422,490, and extending the term of the
agreement through June 30, 2025; and

2. Authorize the City Manager or his designee to execute Amendment No. 1, including minimal and/or non-substantive changes.

Item #17. Page 47
Meeting Date: 7/9/2024 / Packet Page #: 479

STAFF REPORT
To: Mayor and Council Members Date: July 9, 2024
From: Public Works District(S): Citywide
Subject: Award Contract Services Agreement for Route 66 Sidewalk and Curb Ramp Rehabilitation Project, FY 2022-2023, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project FY 2023-2024, Plan No. 1381 to CJ Concrete Construction, Inc in an amount not to exceed $373,350 plus a contingency in the amount of $25,000 with a term of 60 Days from Effective Date

RECOMMENDATION
That the City Council:

1. Approve the Plans and Specifications for Route 66 Sidewalk and Curb Ramp Rehabilitation Project, FY 2022-2023, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project FY 2023-2024, Plan No. 1381;

2. Award the Capital Improvement Projects Contract Services to CJ Concrete Construction, Inc for Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381 for an amount of $373,350 plus a contingency in the amount of $25,000, for a total of $398,350;

3. Authorized the Public Works Director to execute any necessary change orders in an amount not to exceed $25,000; and

4. Authorize the City Manager to execute the Agreement.

STRATEGIC FOCUS AREAS
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
The bid opening for “Route 66 Sidewalk and Curb Ramp Rehabilitation Project FY 2022-23, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project FY 2023-24, Plan No. 1381” was held on November 30, 2023. Ten (10) prime contractors downloaded bid packages and submitted bid proposals. The ten responsive bids range from $263,915 to $714,575. The project was originally awarded to Ruiz Concrete and Paving, Inc. but the agreement was subsequently terminated due to the contractor’s failure to meet the requirements therein. Therefore, CJ Concrete Construction Inc has been identified as the lowest responsive bidder with a bid amount of $373,350.

Staff recommends awarding the Capital Improvement Projects Contract Services to CJ Concrete Construction Inc., in the amount of $373,350 plus a contingency of $25,000, for a total potential amount of $398,350, authorize the City Manager to execute the agreement, and authorize the Public Works Director to execute any necessary change orders not exceeding $25,000.

LEGISLATIVE HISTORY / PREVIOUS ACTIONS
On March 12, 2024, City Council authorized the City Manager to enter an agreement for public works services with Ruiz Concrete and Paving, Inc. However, Ruiz Concrete and Paving failed to meet the provisions of the agreement as they were unable to furnish the 100% performance and 100% payment bonds within the required and extended timeline.

Item #18. Page 1
Meeting Date: 7/9/2024 / Packet Page #: 480
Staff Report Page 2 of 4
Staff worked diligently to obtain the required bonds from Ruiz Concrete and Paving, Inc. after project award on March 12, 2024, but were ultimately unsuccessful. Following is a brief timeline of events:
 On March 15, an email was sent to Ruiz Concrete and Paving regarding pending items including the required bonds.
 On March 21, Ruiz Concrete and Paving staff met with the City staff in City Hall and they stated bonds will be submitted within a week. City staff kept working with them in good faith and waited to receive the Bonds before the start of construction.
 On April 15, City sent a letter, titled “Notice of Bonds Deadline”. An extended deadline of May 3 was given to submit the Bonds.
 On May 6, Ruiz Concrete and Paving sent an email and formal letter requesting an extension of two weeks for submittal of bonds. The letter requested an extension of the due date for submittal of bonds to May 20, 2024.
 City staff granted the request and agreed to wait until May 20. On May 20, 2024, the City received an email from Ruiz Concrete and Paving stating that the bonding company was asking for an extension of a few more days. This statement was vague and did not set a definite date.

On May 21, 2024, staff concluded that Ruiz Concrete and Paving Inc was not qualified for bond support because of Ruiz’s current financial condition. A Notice of Contract Termination was sent to Ruiz Concrete and Paving, Inc. on June 4, 2024. Staff is recommending that City Council award the contract to the next lowest bidder CJ Concrete Construction Inc.

DISCUSSION
This project consists of removing existing sidewalks with deflections or gaps and constructing ADA compliant curb ramps and PCC sidewalks. The new curb ramps will increase accessibility within the area, allowing residents with various disabilities greater unobstructed movement. The curb ramps will be constructed in compliance with the Standard Specifications for Public Works Construction, which adhere to the Americans with Disabilities Act of 1990.

The location was chosen based on the high frequency of pedestrian traffic and necessity for restoration of the historic route. ADA compliant curb ramps already exist in some of the intersections, but are lacking in truncated domes, which assist residents with visual disabilities by proving a physical, detectable warning boundary between the sidewalk and crosswalk. Any survey monuments, including tie-outs, will be reestablished after construction of the curb ramps if necessary.

On the next page is a vicinity map of the project location.

Item #18. Page 2
Meeting Date: 7/9/2024 / Packet Page #: 481
Staff Report Page 3 of 4
Ten (10) prime contractors downloaded bid packages and submitted bid proposals. The ten responsive bids range from $263,915 to $714,575. The project was originally awarded to Ruiz Concrete and Paving, Inc. However, Ruiz Concrete and Paving, Inc. failed to meet the contract requirements and the contract was subsequently terminated on June 4, 2024. CJ Concrete Construction, Inc. has been identified as the lowest responsive bidder with a bid amount of $373,350.

Bid Summary
Contractor Name Bid Amount
Ruiz Concrete and Paving Inc Non-responsive $ 263,915.00 CJ Concrete Construction Inc $ 373,350.00
Onyx Paving Company Inc $ 420,000.00
CT&T Concrete Paving Inc $ 454,730.00
Kalban Inc $ 521,650.00
Alfaro Communications Construction Inc $ 534,248.50
We R Builders $ 545,080.00
LCR Earthwork & Engineering Corp $ 587,775.00
Toro Enterprises Inc $ 661,720.00
Gentry Brothers Inc $ 714,575.00

FISCAL IMPACT
The total construction cost of this project is expected to be $373,350. Due to the project’s nature, staff respectfully request a $25,000 contingency be added to the construction contract, giving a total potential construction cost of $398,350.

Sufficient funds are available in the FY 2023-2025 2-Year Adopted Budget and FY2024-2025 Mid-Cycle Budget for this project.

Budget
Description Account No. Project No. Amount
Citywide Sidewalk Improvements FY 2023-24 25600990-70000 5524103 $ 285,709 Citywide Sidewalk Improvements FY 2024-25 25600990-70000 5525102 $ 150,000 Total Budget $ 435,709
Item #18. Page 3
Meeting Date: 7/9/2024 / Packet Page #: 482
Staff Report Page 4 of 4
Expenditures
Description Account No. Project No. Amount
Publication 25600990-70000 5524103/5525102 $ 352
Notice of Exemption 25600990-70000 5524103/5525102 $ 75 Construction 25600990-70000 5524103/5525102 $ 373,350
Contingency 25600990-70000 5524103/5525102 $ 25,000
Total Expenditures $ 398,350
Remaining Budget $ 37,359

ENVIRONMENTAL DETERMINATION
The Notice of Categorical Exemption was previously approved by the City Council on March 12, 2024.

Prepared By Lelani Bautista Gnaster, Civil Engineering Assistant Concurs With Not Applicable
Reviewed By William Wittkopf, Public Works Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
CEQA Review Jeff Kugel, Community Development Director
ATTACHMENTS:

A. Plan Holder List 1377 1381
B. Bid Summary 1377 1381
C. Bid Extension 1377 1381
D. Bid Proposal 1377 1381
E. Contract Agreement 1377 1381
F. Notice of Exemption 1377 1381
G. PowerPoint
Item #18. Page 4
Meeting Date: 7/9/2024 / Packet Page #: 483
Plan Holder Report as of 12/14/2023 12:46 PM CST
Route 66 Sidewalk and Curb Ramp Rehabilitation Project and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project Quest eBidDoc™ Number: 8815368
Closing Date: 11/30/2023 10:00 AM PST Posting Type: Construction Project Owner Name: Glendora CA, City of Solicitor Name: Glendora CA, City of Contact: Desiree Hernandez Phone: 626-914-8238 Email: [email protected] Company Name & Address Contact Name/Email Address Phone/Fax Bus, Cert Bus, Desig Entry Date Doc Type Comments NPI Concrete
15439 Monte St. Sylmar, CA91342
Cynthia Zarate
[email protected]
818-367-9340 DBE Prime Bidder 11/13/2023 eBidDoc
DD Systems Inc.
147 W. Route 66 #431,
Glendora, CA-91740
Danny Daher
[email protected]
626-852-0257
626-852-0258
Prime Bidder 11/13/2023 eBidDoc
Ruiz Concrete and paving, inc.

PO box 4177, Long Beach, CA90804
Miguel Ruiz
[email protected]
562-439-3070 Prime Bidder 11/14/2023 eBidDoc
Onyx Paving Company, Inc.
2890 E. La Cresta Ave.

Anaheim, CA-92806
Corey Kirschner
[email protected]
714-632-6699
714-632-1883
Prime Bidder 11/14/2023 eBidDoc
Toro Enterprises, Inc.
2101 E Venture Blvd. Oxnard,
CA-93036
Tyson Rising
[email protected]
805-483-4515 Prime Bidder 11/14/2023 eBidDoc
J&A Structures, Inc.
1890 Duncan Way Corona, CA92881
Karla Lopez
[email protected]
951-317-9649 Subcontractor 11/14/2023 eBidDoc
CT&T Concrete Paving Inc.
324 S. Diamond Bar Blvd, PMB
275, Diamond Bar, CA-91765
Jose Carvajal
[email protected]
909-629-8000
909-629-8001
SBE Prime Bidder 11/14/2023 eBidDoc
HZS engineering Inc
1403 N. Batavia St #108,
Orange, CA-92867
Hamid Shekaramiz
[email protected]
949-415-9556 Prime Bidder 11/15/2023 eBidDoc
Item #18. Page 5
Meeting Date: 7/9/2024 / Packet Page #: 484
Company Name & Address Contact Name/Email Address Phone/Fax Bus, Cert Bus, Desig Entry Date Doc Type Comments CJ Concrete Construction Inc
10142 Shoemaker Ave. Santa
Fe Springs, CA-90670
Kevin Camacho
[email protected]
562-777-2222 SBE Prime Bidder 11/15/2023 eBidDoc
BidAmerica
41085 Elm Street, Murrieta,
CA-92562
Tom Davis
[email protected]
951-837-0559 Plan Room 11/16/2023 eBidDoc
Dodge Data & Analytics
2860 S State Hwy 161, Grand
Prairie, TX-75052
Daedri Cavuoto
[email protected]
513-666-3354
800-768-5594
Plan Room 11/16/2023 eBidDoc
ConstructConnect
3825 Edwards Rd. Cincinnati,
OH-45209
Eric Mills
[email protected]
800-364-2059
866-570-8187
Plan Room 11/16/2023 eBidDoc
Gentry Brothers, Inc.
384 E. Live Oak Ave. Irwindale,
CA-91706
Jason Roehrborn
[email protected]
626-357-9631 Prime Bidder 11/16/2023 eBidDoc
LCR Earthwork & Engineering,
Corp.
4791 Mount Rainier St. Jurupa
Valley, CA-92509
Jennifer Mendoza
[email protected]
951-934-3231
951-934-3020
SBE Prime Bidder 11/17/2023 eBidDoc
PCI
975 W. 1st Street, Azusa, CA91702
William Jacob
[email protected]
562-218-0504
562-218-0634
SBE Subcontractor 11/17/2023 eBidDoc
Voltaire Engineering, Inc.
1460 Cambridge Ave,
Redlands, CA-92374
Peter Delgado
[email protected]
909-747-8414 Prime Bidder 11/17/2023 eBidDoc
Kalban, Inc.
26450 Ruether Ave #201,
Santa Clarita, CA-91350
Matthew Lawrence
[email protected]
818-504-1065
818-504-1067

SBE, DBE,

WBE, MBE,
TGB, Vet Pref,

VOSB, WOSB
Prime Bidder 11/21/2023 eBidDoc
Quest Construction Data
Network
PO Box 517, Shakopee, MN55379
QuestCDN Support and Sales
[email protected]
952-233-1632 Other 11/22/2023 eBidDoc
Item #18. Page 6
Meeting Date: 7/9/2024 / Packet Page #: 485
Company Name & Address Contact Name/Email Address Phone/Fax Bus, Cert Bus, Desig Entry Date Doc Type Comments Rusty Bucket Construction LLC
614 E Ovington St. Lancaster,
CA-93535
Rafael Sosa
[email protected]
310-754-5791 SBE Prime Bidder 11/22/2023 eBidDoc
We R Builders
3746 Foothill Blvd #304,
GLENDALE, CA-91214
Nezar Alsmadi
[email protected]
714-423-3844 Prime Bidder 11/24/2023 eBidDoc
Guill's Inc
313 E. Orange Grove Blvd,
Pasadena, CA-91104
Juan Munoz
[email protected]
626-712-3267 Prime Bidder 11/28/2023 eBidDoc
Glendora CA, City of
116 E Foothill Blvd, Glendora,
CA-91741
Lorena Cordova
[email protected]
626-914-8210 Government
Agency
11/28/2023 eBidDoc
Leonida Builders Inc.
15821 Live Oak Springs
Canyon Rd, Santa Clarita, CA91387
Panagiotis Leonida
[email protected]
951-532-7717
951-566-4022
Prime Bidder 11/28/2023 eBidDoc
PWXPress
1900 Coffeeport Rd,
Jacksonville, FL-03220
Mary Miller
[email protected]
408-676-8941 TGB Supplier 11/28/2023 eBidDoc
Alfaro Communications
Construction,Inc.
15614 S.Atlantic Avenue,
Compton, CA-90221
Haidi Daaifi
[email protected]
310-669-8949 DBE Prime Bidder 11/28/2023 eBidDoc
Item #18. Page 7
Meeting Date: 7/9/2024 / Packet Page #: 486
ROUTE 66 SIDEWALK AND CURB RAMP REHABILITATION PROJECT FY22-23 PLAN NO. 1377
LONE HILL AVE SIDEWALK AND CURB RAMP REHABILITATION PROJECT FY23-24 PLAN NO. 1381
BID OPENING: November 30, 2023

SUMMARY OF BIDS

CONTRACTOR NAME BID AMOUNT

1. Ruiz Concrete and Paving Inc $263,915.00

2. CJ Concrete Construction Inc $373,350.00

3. Onyx Paving Company Inc $420,000.00

4. CT&T Concrete Paving Inc $454,730.00

5. Kalban Inc $521,650.00

6. Alfaro Communications Construction Inc $534,248.50

7. We R Builders $545,080.00

8. LCR Earthwork & Engineering Corp $587,775.00

9. Toro Enterprises Inc $661,720.00

10. Gentry Brothers Inc $714,575.00
Item #18. Page 8
Meeting Date: 7/9/2024 / Packet Page #: 487
Route 66 Sidewalk and Curb Ramp Rehabilitation Project FY (22-23), Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project FY (23-24), Plan No. 1381 Owner: Glendora CA, City of
11/30/2023 10:00 AM PST
Ruiz Concrete and Paving
Inc.

CJ Concrete Construction
Inc.

Onyx Paving Company Inc. CT&T Concrete Paving Inc. Kalban, Inc.

Item Description Unit Quantity Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Schedule A
1 Remove and Construct 4-Inch Thick PCC Sidewalk per City of Glendora SD&S

1.02 SF 10,600 $7.95 $84,270.00 $12.00 $127,200.00 $13.00 $137,800.00 $14.00 $148,400.00 $18.50 $196,100.00 2 Grind Existing Sidewalk Joint Flush with Adjoining Panels LF 260 $30.00 $7,800.00 $30.00 $7,800.00 $45.00 $11,700.00 $38.00 $9,880.00 $20.00 $5,200.00 3 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 1 Mod (Ramp 1) EA 1 $4,800.00 $4,800.00 $7,000.00 $7,000.00 $7,600.00 $7,600.00 $9,250.00 $9,250.00 $10,000.00 $10,000.00 4 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 2 (Ramp 14) EA 1 $4,400.00 $4,400.00 $7,000.00 $7,000.00 $7,600.00 $7,600.00 $8,250.00 $8,250.00 $10,000.00 $10,000.00 5 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 (Ramps 2, 3, 4, 5, 6, 20, 21, and 31) EA 8 $5,000.00 $40,000.00 $7,000.00 $56,000.00 $7,600.00 $60,800.00 $9,250.00 $74,000.00 $10,000.00 $80,000.00 6 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 Mod (Ramp 8, 9, and 18) EA 3 $5,000.00 $15,000.00 $7,000.00 $21,000.00 $7,600.00 $22,800.00 $7,250.00 $21,750.00 $10,000.00 $30,000.00 7 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case C Mod (Ramp 17) EA 1 $4,700.00 $4,700.00 $7,000.00 $7,000.00 $7,600.00 $7,600.00 $7,250.00 $7,250.00 $10,000.00 $10,000.00 8 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case D Type 2 (Ramp 19) EA 1 $4,700.00 $4,700.00 $7,000.00 $7,000.00 $7,600.00 $7,600.00 $7,250.00 $7,250.00 $10,000.00 $10,000.00 9 Replace existing truncated domes for Case A Type 3 Ramps (Ramps 7, 10, 11, 12, 13, and 16) EA 6 $900.00 $5,400.00 $1,000.00 $6,000.00 $1,500.00 $9,000.00 $1,500.00 $9,000.00 $800.00 $4,800.00 10 Replace existing truncated domes for Case A Type 3 Mod Ramps (Ramps 22, 23, 24, 25, 28, and 30) EA 6 $900.00 $5,400.00 $1,000.00 $6,000.00 $1,500.00 $9,000.00 $1,500.00 $9,000.00 $800.00 $4,800.00 11 Replace existing truncated domes for Case B Type 2 Mod Ramps (Ramps 26 and 27) EA 2 $900.00 $1,800.00 $1,000.00 $2,000.00 $1,500.00 $3,000.00 $1,500.00 $3,000.00 $800.00 $1,600.00 12 Replace existing truncated domes for Case D Ramps (Ramp 29) EA 1 $1,200.00 $1,200.00 $1,000.00 $1,000.00 $1,500.00 $1,500.00 $1,500.00 $1,500.00 $800.00 $800.00 13 Re-establish Survey Monument Including Tie- Out EA 15 $475.00 $7,125.00 $800.00 $12,000.00 $879.00 $13,185.00 $880.00 $13,200.00 $1,000.00 $15,000.00 Schedule A Sub-total $186,595.00 $267,000.00 $299,185.00 $321,730.00 $378,300.00 Schedule B
14 Remove and Construct 4-Inch Thick PCC Sidewalk per City of Glendora SD&S

1.02 SF 1,300 $8.40 $10,920.00 $12.00 $15,600.00 $13.00 $16,900.00 $19.00 $24,700.00 $18.50 $24,050.00 15 Grind Existing Sidewalk Joint Flush with Adjoining Panels LF 225 $30.00 $6,750.00 $30.00 $6,750.00 $45.00 $10,125.00 $38.00 $8,550.00 $20.00 $4,500.00 16 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 (Ramps 13, 14, 15, and 16) EA 4 $5,000.00 $20,000.00 $7,000.00 $28,000.00 $7,600.00 $30,400.00 $8,250.00 $33,000.00 $10,000.00 $40,000.00 17 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 Mod (Ramps 1, 2, 3, 4, 5, 6) EA 6 $5,000.00 $30,000.00 $7,000.00 $42,000.00 $7,600.00 $45,600.00 $8,250.00 $49,500.00 $10,000.00 $60,000.00 18 Replace existing truncated domes for Case A Type 3 Ramps (Ramps 11 and 12) EA 2 $900.00 $1,800.00 $1,000.00 $2,000.00 $1,500.00 $3,000.00 $1,500.00 $3,000.00 $800.00 $1,600.00 19 Replace existing truncated domes for Case A Type 3 Mod Ramps (Ramps 7, 8, 9, and 10) EA 4 $900.00 $3,600.00 $1,000.00 $4,000.00 $1,500.00 $6,000.00 $1,500.00 $6,000.00 $800.00 $3,200.00 20 Re-establish Survey Monument Including Tie- Out EA 10 $425.00 $4,250.00 $800.00 $8,000.00 $879.00 $8,790.00 $825.00 $8,250.00 $1,000.00 $10,000.00 Schedule B Sub-total $77,320.00 $106,350.00 $120,815.00 $133,000.00 $143,350.00 Total $263,915.00 $373,350.00 $420,000.00 $454,730.00 $521,650.00 Item #18. Page 9
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Route 66 Sidewalk and Curb Ramp Rehabilitation Project FY (22-23), Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project FY (23-24), Plan No. 1381 Owner: Glendora CA, City of
11/30/2023 10:00 AM PST
Alfaro Communications
Construction, Inc.

We R Builders LCR Earthwork &
Engineering, Corp.

Toro Enterprises, Inc. Gentry Brothers, Inc.

Item Description Unit Quantity Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Unit Price Extension Schedule A
1 Remove and Construct 4-Inch Thick PCC Sidewalk per City of Glendora SD&S

1.02 SF 10,600 $15.96 $169,176.00 $12.00 $127,200.00 $18.00 $190,800.00 $28.00 $296,800.00 $12.00 $127,200.00 2 Grind Existing Sidewalk Joint Flush with Adjoining Panels LF 260 $144.30 $37,518.00 $98.00 $25,480.00 $25.00 $6,500.00 $65.00 $16,900.00 $15.00 $3,900.00 3 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 1 Mod (Ramp 1) EA 1 $9,522.50 $9,522.50 $12,500.00 $12,500.00 $12,000.00 $12,000.00 $10,250.00 $10,250.00 $12,000.00 $12,000.00 4 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 2 (Ramp 14) EA 1 $9,522.50 $9,522.50 $12,500.00 $12,500.00 $11,000.00 $11,000.00 $10,450.00 $10,450.00 $12,000.00 $12,000.00 5 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 (Ramps 2, 3, 4, 5, 6, 20, 21, and 31) EA 8 $9,327.50 $74,620.00 $10,500.00 $84,000.00 $13,000.00 $104,000.00 $8,400.00 $67,200.00 $12,000.00 $96,000.00 6 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 Mod (Ramp 8, 9, and 18) EA 3 $9,522.50 $28,567.50 $11,000.00 $33,000.00 $13,000.00 $39,000.00 $8,700.00 $26,100.00 $12,000.00 $36,000.00 7 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case C Mod (Ramp 17) EA 1 $9,522.50 $9,522.50 $12,500.00 $12,500.00 $13,000.00 $13,000.00 $10,450.00 $10,450.00 $12,000.00 $12,000.00 8 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case D Type 2 (Ramp 19) EA 1 $9,522.50 $9,522.50 $12,500.00 $12,500.00 $9,000.00 $9,000.00 $10,320.00 $10,320.00 $12,000.00 $12,000.00 9 Replace existing truncated domes for Case A Type 3 Ramps (Ramps 7, 10, 11, 12, 13, and 16) EA 6 $624.00 $3,744.00 $1,600.00 $9,600.00 $950.00 $5,700.00 $2,200.00 $13,200.00 $12,000.00 $72,000.00 10 Replace existing truncated domes for Case A Type 3 Mod Ramps (Ramps 22, 23, 24, 25, 28, and 30) EA 6 $624.00 $3,744.00 $1,600.00 $9,600.00 $950.00 $5,700.00 $2,200.00 $13,200.00 $12,000.00 $72,000.00 11 Replace existing truncated domes for Case B Type 2 Mod Ramps (Ramps 26 and 27) EA 2 $624.00 $1,248.00 $1,600.00 $3,200.00 $950.00 $1,900.00 $2,200.00 $4,400.00 $12,000.00 $24,000.00 12 Replace existing truncated domes for Case D Ramps (Ramp 29) EA 1 $624.00 $624.00 $1,600.00 $1,600.00 $1,100.00 $1,100.00 $2,200.00 $2,200.00 $12,000.00 $12,000.00 13 Re-establish Survey Monument Including Tie- Out EA 15 $975.00 $14,625.00 $1,530.00 $22,950.00 $2,200.00 $33,000.00 $1,000.00 $15,000.00 $500.00 $7,500.00 Schedule A Sub-total $371,956.50 $366,630.00 $432,700.00 $496,470.00 $498,600.00 Schedule B
14 Remove and Construct 4-Inch Thick PCC Sidewalk per City of Glendora SD&S

1.02 SF 1,300 $14.57 $18,941.00 $15.00 $19,500.00 $20.00 $26,000.00 $22.00 $28,600.00 $12.00 $15,600.00 15 Grind Existing Sidewalk Joint Flush with Adjoining Panels LF 225 $153.92 $34,632.00 $98.00 $22,050.00 $15.00 $3,375.00 $50.00 $11,250.00 $15.00 $3,375.00 16 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 (Ramps 13, 14, 15, and 16) EA 4 $9,522.50 $38,090.00 $11,100.00 $44,400.00 $11,000.00 $44,000.00 $9,500.00 $38,000.00 $12,000.00 $48,000.00 17 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 Mod (Ramps 1, 2, 3, 4, 5, 6) EA 6 $9,522.50 $57,135.00 $10,900.00 $65,400.00 $11,000.00 $66,000.00 $10,300.00 $61,800.00 $12,000.00 $72,000.00 18 Replace existing truncated domes for Case A Type 3 Ramps (Ramps 11 and 12) EA 2 $624.00 $1,248.00 $1,600.00 $3,200.00 $950.00 $1,900.00 $2,600.00 $5,200.00 $12,000.00 $24,000.00 19 Replace existing truncated domes for Case A Type 3 Mod Ramps (Ramps 7, 8, 9, and 10) EA 4 $624.00 $2,496.00 $1,600.00 $6,400.00 $950.00 $3,800.00 $2,600.00 $10,400.00 $12,000.00 $48,000.00 20 Re-establish Survey Monument Including Tie- Out EA 10 $975.00 $9,750.00 $1,750.00 $17,500.00 $1,000.00 $10,000.00 $1,000.00 $10,000.00 $500.00 $5,000.00 Schedule B Sub-total $162,292.00 $178,450.00 $155,075.00 $165,250.00 $215,975.00 Total $534,248.50 $545,080.00 $587,775.00 $661,720.00 $714,575.00 Item #18. Page 10
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Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

PUBLIC WORKS AGREEMENT
By and Between

CITY OF GLENDORA
and
CJ CONCRETE CONSTRUCTION INC.

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Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

AGREEMENT FOR PUBLIC WORKS SERVICES

BETWEEN THE CITY OF GLENDORA AND
CJ CONCRETE CONSTRUCTION INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2024 (“Effective Date”) by and between the City of Glendora, a California municipal corporation (“City”) and CJ Concrete Construction Inc. (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. WORK OF CONTRACTOR

1.1 Scope of Work.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

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Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

1.2 Bid Documents.

The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381, including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.

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Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
(e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials _______________
John Sarno
President
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 30
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Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 Contractor’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.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work 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, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the Parties.
(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.

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Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

1.7 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.8 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

1.9 Further Responsibilities of Parties.

Both Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both P0arties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 32
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out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.10 Additional Work and Change Orders.
(a) 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 Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the work and which are not detrimental to the work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 33
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shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor 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 $373,350 (Three Hundred Seventy-Three Thousand Three Hundred Fifty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services less the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor 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 Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor 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, Contractor is DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 34
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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.

Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall, as soon as practicable, independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.

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.

Contractor 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 Contractor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 35
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ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Inspection and Final Acceptance.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.

3.5 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the term of this Agreement for one (1) additional one-year terms.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

The following principals of Contractor (“Principals”) are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

John Sarno, President
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 Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 36
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Contractor’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 Contractor.

Contractor 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. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’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. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Public Works Director, or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor 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. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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 DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 37
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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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor 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. Contractor 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 $2,000,000 per occurrence, $4,000,000 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. Contractor 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 Contractor arising out of or in connection with services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Contractor 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 Contractor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

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5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor 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. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the services hereunder by Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

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(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. 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. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor 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 Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor 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. Contractor 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 Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
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under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor 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, Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Contractor 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) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor 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 Contractor 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 Contractor hereunder, Contractor 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.

In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor 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 DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 41
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omission, or reckless or willful misconduct of Contractor in the performance of professional services and work 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 Contractor and shall survive termination of this Agreement.

5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Labor Bonds.

Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement.

Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.

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5.7 Substitution of Securities.

Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor.

5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the work has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 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 Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor 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. Contractor 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, Contractor DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 43
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agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, 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 Contractor 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 Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use.

Contractor shall have an unrestricted 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, 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 DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 44
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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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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 Contractor 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.
(a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. 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 Contractor 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 Contractor’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.
(b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 45
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damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’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 Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

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, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 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 this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of $1,000 (One Thousand Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

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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 thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor 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 Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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 Contractor has initiated termination, the Contractor 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 Contractor.

If termination is due to the failure of the Contractor 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 Contractor 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 Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such 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.

7.11 Unfair Business Practices Claims.

In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 47
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effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.

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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor 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 Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor 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 effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor 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.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor 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.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor 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, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Contractor, to the person 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. All correspondence relating to this Agreement shall be serialized consecutively.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Each of the Parties intend to be bound by the signatures on any telecopied, .pdf or other electronically delivered documents, and are aware that the other Party will rely on the telecopied, .pdf or other electronically delivered signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signatures.

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 Contractor and by the City Council. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

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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. Contractor 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.

Contractor 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. Contractor 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.

Contractor’s Authorized Initials ___________________
John Sarno
President

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first-above written.

CITY:

City of Glendora, a municipal corporation
Adam Raymond
City Manager
APPROVED AS TO FORM: CERTIFY AVAILABILITY OF FUNDS:

ALESHIRE & WYNDER, LLP
Danny Aleshire
City Attorney
Kyle Johnson
Finance Director/City Treasurer
ATTEST:

Kathleen R. Sessman
City Clerk/Communications Director
CONTRACTOR:

CJ Concrete Construction Inc
Name: John Sarno
Title: President, Secretary, Chief Financial Officer
Email: [email protected]
Address:
10142 Shoemaker Ave.

Santa Fe Springs, CA 90670
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

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01240.0001/535311.1 A-1
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EXHIBIT “A”

SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381, including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

This project entails removing existing sidewalk, curb, gutter, and landscape and constructing ADA curb ramps and PCC sidewalk. The project also includes reestablishment of survey monuments.

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports:

A. Existing Conditions documentation
B. Bi-weekly Progress Report and Updated Schedule (if modified) IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.

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01240.0001/535311.1 B-1
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EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

I. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

The following shall be added to Section 2.4 - Invoices:

In the event, a preliminary notice is posted by a subcontractor / supplier / manufacturer / vendor, an unconditional release will be required prior to releasing monies to the Contractor. Alternatively, an amount not to exceed the amount referred in the preliminary notice will be jointly released to the Contractor and the originator of the said notice with a conditional release from the said subcontractor / supplier / manufacturer / vendor.

II. ARTICLE 3. PERFORMANCE SCHEDULE
The following sentence shall be added to Section 3.1 – Time of Essence:

Time being of the essence, the Contractor shall commence the work and shall diligently pursue the work to completion within the time stated in Article 13 of the Instructions to Bidders, and upon the work schedule, if any, as specified in the Special Conditions, except as such time may be extended in writing by the City in accordance with Section 3.2 and of this Agreement.

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01240.0001/535311.1 C-1
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EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

Line
Item
Item Description Unit of
Measure
Quantity Unit Price Extension
SCHEDULE “A”
1 Remove and Construct 4-Inch Thick PCC Sidewalk
per City of Glendora SD&S 1.02
SF 10,600 $12 $127,200
2 Grind Existing Sidewalk Joint Flush with Adjoining
Panels
LF 260 $30 $7,800
3 Remove Existing Curb, Gutter, and Sidewalk and
Construct Curb Ramp per SPPWC Std Plan 111-5,
Case A Type 1 Mod (Ramp 1)
EA 1 $7,000 $7,000
4 Remove Existing Curb, Gutter, and Sidewalk and
Construct Curb Ramp per SPPWC Std Plan 111-5,
Case A Type 2 (Ramp 14)
EA 1 $7,000 $7,000
5 Remove Existing Curb, Gutter, and Sidewalk and
Construct Curb Ramp per SPPWC Std Plan 111-5,
Case A Type 3 (Ramps 2, 3, 4, 5, 6, 20, 21, and 31)
EA 8 $7,000 $56,000
6 Remove Existing Curb, Gutter, and Sidewalk and
Construct Curb Ramp per SPPWC Std Plan 111-5,
Case A Type 3 Mod (Ramp 8, 9, and 18)
EA 3 $7,000 $21,000
7 Remove Existing Curb, Gutter, and Sidewalk and
Construct Curb Ramp per SPPWC Std Plan 111-5,
Case C Mod (Ramp 17)
EA 1 $7,000 $7,000
8 Remove Existing Curb, Gutter, and Sidewalk and
Construct Curb Ramp per SPPWC Std Plan 111-5,
Case D Type 2 (Ramp 19)
EA 1 $7,000 $7,000
9 Replace existing truncated domes for Case A Type
3 Ramps (Ramps 7, 10, 11, 12, 13, and 16)
EA 6 $1,000 $6,000
10 Replace existing truncated domes for Case A Type
3 Mod Ramps (Ramps 22, 23, 24, 25, 28, and 30)
EA 6 $1,000 $6,000
11 Replace existing truncated domes for Case B Type
2 Mod Ramps (Ramps 26 and 27)
EA 2 $1,000 $2,000
12 Replace existing truncated domes for Case D
Ramps (Ramp 29)
EA 1 $1,000 $1,000
13 Re-establish Survey Monument Including Tie-Out EA 15 $800 $12,000 TOTAL SCHEDULE “A” BID COST $267,000.00
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 54
Meeting Date: 7/9/2024 / Packet Page #: 533
01240.0001/535311.1 C-2
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
SCHEDULE “B”
Remove and Construct 4-Inch Thick PCC Sidewalk per City of Glendora SD&S 1.02
SF 1300 $12 $10,920
Grind Existing Sidewalk Joint Flush with Adjoining Panels SF 225 $30 $6,750 Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3
(Ramps 13, 14, 15, and 16)
EA 4 $7,000 $28,000
Remove Existing Curb, Gutter, and Sidewalk and Construct Curb Ramp per SPPWC Std Plan 111-5, Case A Type 3 Mod
(Ramps 1, 2, 3, 4, 5, 6)
EA 6 $7,000 $42,000
Replace existing truncated domes for Case A Type 3 Ramps (Ramps 11 and 12)
EA 2 $1,000 $2,000
Replace existing truncated domes for Case A Type 3 Mod
Ramps (Ramps 7, 8, 9, and 10)
EA 4 $1,000 $4,000
Re-establish Survey Monument Including Tie-Out EA 10 $800 $8,000 TOTAL SCHEDULE “B” BID COST $106,350.00
TOTAL SCHEDULE “A” & “B” BID COST $373,350.00
Not to Exceed Total $373,350.00
II. A retention of five percent (5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.

III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.

IV. The City will compensate Contractor for the services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

V. The total compensation for the Services shall not exceed the Contract Sum, as provided in Section 2.1 of this Agreement.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 55
Meeting Date: 7/9/2024 / Packet Page #: 534
01240.0001/535311.1 D-1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:

Description Days to Perform Deadline Date
A. All Work 45 Working Days 60 days following
the Effective Date
II. Contractor shall deliver the following tangible work products to the City by the following dates.

A. None.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 56
Meeting Date: 7/9/2024 / Packet Page #: 535
01240.0001/535311.1 D-1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

PERFORMANCE BOND
WHEREAS, the CITY OF GLENDORA, (“City”), has awarded to CJ Concrete Construction Inc, as Contractor (“Principal”), a Contract for the work entitled and described as follows: Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of $373,350 (Three Hundred Seventy-three Thousand Three Hundred Fifty Dollars, this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

Executed on 20___.

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 57
Meeting Date: 7/9/2024 / Packet Page #: 536
01240.0001/535311.1 D-2
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of
process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 58
Meeting Date: 7/9/2024 / Packet Page #: 537
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF GLENDORA, (“City”), has awarded to CJ Concrete Construction Inc, as Contractor (“Principal”), a Contract for the work entitled and described as follows:

Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of $373,350 (Three Hundred Seventy-three Thousand Three Hundred Fifty Dollars), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 59
Meeting Date: 7/9/2024 / Packet Page #: 538
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
Executed on , 20____.

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of process in California, if different from above)
(telephone number of Surety's agent in
California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 60
Meeting Date: 7/9/2024 / Packet Page #: 539
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of Glendora
Project: Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner.

The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy.

POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:

Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 61
Meeting Date: 7/9/2024 / Packet Page #: 540
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
Insurance Company Agent for Service
of Process in California:

Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein.

This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions of such policy.

NOTICE:

No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 62
Meeting Date: 7/9/2024 / Packet Page #: 541
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

ADDITIONAL INSURED ENDORSEMENT

COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 63
Meeting Date: 7/9/2024 / Packet Page #: 542
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager, City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380.

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 64
Meeting Date: 7/9/2024 / Packet Page #: 543
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 65
Meeting Date: 7/9/2024 / Packet Page #: 544
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

ADDITIONAL INSURED ENDORSEMENT

AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 66
Meeting Date: 7/9/2024 / Packet Page #: 545
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of Glendora
116 E. Foothill Blvd.

Glendora, California 91741-3380

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 67
Meeting Date: 7/9/2024 / Packet Page #: 546
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 68
Meeting Date: 7/9/2024 / Packet Page #: 547
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

ADDITIONAL INSURED ENDORSEMENT

EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 69
Meeting Date: 7/9/2024 / Packet Page #: 548
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of Glendora
116 E. Foothill Blvd.

Glendora, California 91741-3380

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□

11. Applicable underlying coverages:

INSURANCE COMPANY POLICY NO. AMOUNT

12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:

13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

14. This is an □ occurrence or □ claims made policy (check one).

15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .

DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 70
Meeting Date: 7/9/2024 / Packet Page #: 549
01240.0001/535311.1
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)
DocuSign Envelope ID: 8A5A8E73-B2EB-4A96-B5F8-7DDCE13DBC67 Item #18. Page 71
Meeting Date: 7/9/2024 / Packet Page #: 550

CITY OF GLENDORA
116 East Foothill Boulevard, Glendora, California 91741

CALIFORNIA ENVIRONMENTAL QUALITY ACT

NOTICE OF EXEMPTION
Project Title: Sidewalk and Curb Ramp Rehabilitation Projects FY2022-23 & FY2023-24: Route 66 - Plan No. 1377 & Lone Hill Ave. Plan No. 1381
Project Locations: Project work is to take place within public rights-of-way: Route 66 from Barranca Ave. to Amelia Ave. and Lone Hill Ave. from E Foothill Blvd. to E Petunia St.

Project Sponsor: City of Glendora Public Works Department Mailing Address: 116 E Foothill Blvd., Glendora, CA 91741 Project Description: The project involves removing and replacing curb ramps with ADA curb ramps, grinding lifted sidewalk panels, replacing damaged sidewalk panels, and re-establishing survey monuments including tie-out.

The City Council recommends the following exempt status / findings:

Ministerial (Sec. 15073)
Declared Emergency (Sec. 15071(a))
Emergency Project (Sec. 15071(b) and (c))
Categorical Exemption
Type: Section: 15301(c):

Existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety, and other alterations such as the addition of bicycle facilities, including but not limited to bicycle parking, bicycle-share facilities and bicycle lanes, transit improvements such as bus lanes, pedestrian crossings, street trees, and other similar alterations that do not create additional automobile lanes) – Class 1.

Statutory Exemption. Code Number:

Reasons why project is exempt: The project involves removing and replacing sidewalks, and similar facilities such as ADA curb ramps, grinding lifted sidewalk panels, replacing damaged sidewalk panels, and re-establishing survey monuments including tie-out.

Date:

Jeff Kugel, Director of Community Development Department The above recommended exempt status and findings were adopted by the following body:

City Council on
Date:

William Wittkopf, Public Works Director (626) 914-8246
Item #18. Page 72
Meeting Date: 7/9/2024 / Packet Page #: 551

CONSTRUCTION CONTRACT AWARD
Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381 Public Works, Engineering
City Council
July 9, 2024
Lelani Gnaster, Civil Engineering Assistant CityOfGlendora.org Item #18. Page 73
Meeting Date: 7/9/2024 / Packet Page #: 552
PROJECT VICINITY MAP Item #18. Page 74
Meeting Date: 7/9/2024 / Packet Page #: 553
3 Item #18. Page 75
Meeting Date: 7/9/2024 / Packet Page #: 554

PROJECT SCOPE
• Reconstruct damaged sidewalk along Route 66 from
Barranca Ave to Cataract Ave and along Lone Hill Ave from E Foothill Blvd to E Petunia Ave
• Construct ADA Curb Ramps along Route 66 and Lone Hill Ave • Re-establish survey monuments including tie-out
Item #18. Page 76
Meeting Date: 7/9/2024 / Packet Page #: 555
March 12, 2024 City Council authorized City Manager to enter Public Works service agreement with Ruiz
Concrete and Paving Inc
LEGISLATIVE HISTORY Item #18. Page 77
Meeting Date: 7/9/2024 / Packet Page #: 556
• March 15 Staff sent Ruiz Concrete and Paving an email regarding pending items including the required bonds
• March 21 Staff met with Ruiz Concrete and Paving for a pre-con meeting where they stated bonds will be submitted within a week
• April 15 City sent a letter, titled “Notice of Bonds Deadline” with an extended deadline of May 3 given to submit the Bonds
• May 6 Ruize Concrete and Paving sent an email and formal letter requesting an extension of two weeks (May 20) for Bonds submittal
• May 20 City received an email asking for a few more days extension • May 21 Staff concluded Ruiz Concrete and Paving Inc was not qualified for bond support • June 4 Staff sent a Notice of Contract Termination to Ruiz Concrete and Paving PREVIOUS ACTIONS Item #18. Page 78
Meeting Date: 7/9/2024 / Packet Page #: 557
• Ten (10) Bids were received
• Bids ranged from $263,915 to $714,575
• Award to CJ Concrete Construction Inc of Long Beach, CA PROJECT AWARD Item #18. Page 79
Meeting Date: 7/9/2024 / Packet Page #: 558
• Award of Contract: July 2024
• Construction Duration: 45 Working Days
• Expected Construction Start: July-Aug, 2024
• Expected Completion: Aug-Sept, 2024
PROJECT TIMELINE Item #18. Page 80
Meeting Date: 7/9/2024 / Packet Page #: 559
• Expected Construction Cost $ 373,350
• Contingency $ 25,000
• Notice of Exemption $ 75
• Publication $ 352
TOTAL $ 398,777
PROJECT PROBABLE COST Item #18. Page 81
Meeting Date: 7/9/2024 / Packet Page #: 560
That the City Council:

1. Approve the Plans and Specifications for Route 66 Sidewalk and Curb Ramp Rehabilitation Project, FY 2022-2023, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project FY 2023-2024, Plan No. 1381;

2. Award the Capital Improvement Projects Contract Services with CJ Concrete Construction, Inc. for Route 66 Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1377 and Lone Hill Ave Sidewalk and Curb Ramp Rehabilitation Project, Plan No. 1381 in the amount of $373,350 plus a contingency in the amount of $25,000 for a total of $398,350;

3. Authorized the Public Works Director to execute any necessary change orders in an amount not to exceed $25,000; and

4. Authorize the City Manager to execute the Agreement.

RECOMMENDATIONS Item #18. Page 82
Meeting Date: 7/9/2024 / Packet Page #: 561

STAFF REPORT
To: Mayor and Council Members Date: July 9, 2024
From: Public Works District(s): 2, 3, 4
Subject: Award the Professional Services Agreement with General Technologies and Solutions LLC for Design of the HSIP Cycle 11 – Signalized Intersection Safety Enhancements Project for an amount not to exceed $267,284, at Barranca Avenue and Route 66; Route 66 and Hunters Trail; Lone Hill Avenue and Kenoma Street; Gladstone Street and Valley Center Avenue; Gladstone Street and Sunflower Avenue; Sunflower Avenue and Juanita Avenue, and Gladstone Steet and Barranca Avenue

RECOMMENDATION
That the City Council:

1. Award the Design Services Agreement to General Technologies and Solutions (GTS) LLC, for the HSIP Cycle 11-Signalized Intersection Safety Enhancements Project for an amount of $242,985 with a 10% contingency in the amount of $24,299 for a total amount not to exceed of $267,284;

2. Authorize the Public Works Director to execute any necessary change orders in an amount not to exceed 10% ($24,299) of the contract amount; and

3. Authorize the City Manager or his designee to execute the agreement including minimal and/or non-substantive changes.

STRATEGIC FOCUS AREAS
 Goal 5: Improve and Maintain the City’s Infrastructure and Facilities (IMCIF)

EXECUTIVE SUMMARY
This project consists of installing protected left turn phasing on six intersections, converting signals from pedestal mounted to mast arms on two other intersections, and installation of high visibility crosswalks for all eight intersections. These enhancements may also include intersection lighting, ADA curb ramps, curb extensions, upgrading of pedestrian push button, upgrading of signal controller and cabinet. Five proposals ranging from $228,945 to $268,587 were received on April 18, 2024.

The proposals were evaluated based on demonstrated competence, project understanding, and professional qualifications. Staff recommends awarding to General Technologies and Solutions (GTS) the contract for the design services of the HSIP Cycle 11 Funded Signalized Intersection Safety Enhancements Project in the amount of $242,985 with a 10% contingency of $24,299, for a total potential amount of $267,284.

DISCUSSION
The Highway Safety Improvement Program (HSIP) is a core federal-aid program with the purpose to achieve a significant reduction in traffic fatalities and serious injuries on all public roads. Effective October 8, 2019, Senate Bill 137 allows California Department of Transportation (Caltrans) to deliver certain HSIP projects using state funds rather than federal funds. California’s Local HSIP focuses on infrastructure projects with nationally recognized crash reduction factors. Local HSIP projects must be identified on the basis of crash experience, crash potential, crash rate, or other data-supported means.

Item #19. Page 1
Meeting Date: 7/9/2024 / Packet Page #: 562
Staff Report Page 2 of 3
In 2022, Caltrans released the HSIP Cycle 11 call-for-projects with an application submittal date of September 12, 2022. On March 9, 2023, staff received notification that the City was awarded a $1,733,580 state funded HSIP Cycle 11 grant for the Signalized Intersection Safety Enhancements Project.

This project includes the installation of protected left turn phasing of 6 intersections, converting signals from pedestal mounted to mast arms at 2 intersections, and installation of high visibility crosswalks. These enhancements may also include intersection lighting, ADA curb ramps, curb extensions, upgrading of pedestrian push buttons, upgrading of signal controllers and cabinets, and advanced school zone signs.

In total, there are seven City-maintained and one County-maintained traffic signal intersections that were included for this HSIP Grant.

PROJECT LOCATIONS
The RFP was posted to the City’s online bid system, QuestCDN, and the notice was published in the San Gabriel Valley Examiner on March 14 and 21, 2024. The due date for submission of proposals was April 18, 2024. Thirteen prime proposers registered at Quest CDN, and five proposals ranging from $228,945 to $268,587 were received on April 18, 2024. Proposals were evaluated based on demonstrated competence, understanding, and professional qualifications.

Company Name Total Proposal Cost Ranking
JMDiaz, Inc. $257,161.20 4th
Willdan $268,587.00 5th
AGA Engineers, Inc. $232,185.57 3rd
General Technologies & Solutions (GTS) $228,945.00 1st
Uniplan $230,010.00 2nd
Item #19. Page 2
Meeting Date: 7/9/2024 / Packet Page #: 563
Staff Report Page 3 of 3
Staff recommends awarding the contract for the design services of the HSIP Cycle 11 Funded Signalized Intersection Safety Enhancements Project to General Technologies and Solutions (GTS) in the amount of $242,985 ($228,945 plus $14,040 in optional services providing support for grant request and reporting requirements and coordination with Caltrans) with a 10% contingency of $24,299, for a total potential amount of $267,284.

FISCAL IMPACT
Funding for this project was included in the Fiscal Year 2023-2025 Adopted Two-Year Budget under Road Maintenance and Rehabilitation (Fund 256) and Highway Safety Improvement Grant (Fund 291) in the amount of $2,750,000. Sufficient budget is available to start the design process.

Project Budget
Description Account No. Project No. Amount
Road Maintenance & Rehabilitation (City Match) 25600990-70000 5524104 $1,016,420 HSIP Cycle 11 Traffic Signal Modification &
High Visibility Crosswalk Project (Grant Award) 29100990-70000 5524104 $1,733,580 Total Available Funds $2,750,000
Project Expenditures
Description Account No. Project No. Amount
Design 29100990-70000 5524104 $242,985
Design Contingency 10% 29100990-70000 5524104 $24,299
Total Expenditures $267,284
Remaining Project Budget $2,482,716

ENVIRONMENTAL DETERMINATION
This activity is not a “project” as defined by Section 21065 of the Public Resources Code or Sections 15060(c)(2), 15060(c)(3), and 15378 of the CEQA Guidelines.

Prepared By Abel Paguio, Civil Engineering Assistant II Concurs With Not Applicable
Reviewed By William Wittkopf, Public Works Director
Certified to Availability of Funds Kyle Johnson, Finance Director/City Treasurer Approved By Moises Lopez, Assistant City Manager
Adam Raymond, City Manager
Legal Review Danny Aleshire, City Attorney
Payam Mostafavi, Assistant City Attorney
CEQA Review Not Applicable
ATTACHMENTS:

A. Design Contract Agreement
B. GTS Proposal
C. PowerPoint
Item #19. Page 3
Meeting Date: 7/9/2024 / Packet Page #: 564

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF GLENDORA
and

GENERAL TECHNOLOGIES AND SOLUTIONS LLC
DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 4
Meeting Date: 7/9/2024 / Packet Page #: 565
Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF GLENDORA AND

GENERAL TECHNOLOGIES AND SOLUTIONS LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this _____ day of __________, 2024 by and between the CITY OF GLENDORA, a California municipal corporation (“City”) and GENERAL TECHNOLOGIES AND SOLUTIONS LLC, a California limited liability company (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Glendora’s Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 5
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 2 The Scope of Service shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 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 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job 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 Industrial 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 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 verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records.
(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 et seq. 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 DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 6
Meeting Date: 7/9/2024 / Packet Page #: 567
Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 3 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 performed under this Agreement.
(f) 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 1, Article 3 of the Labor Code.

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 (1½) times the basic rate of pay. (h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, 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 provisions before commencing the performance of the work of this contract.” Consultant’s Authorized Initials ___________________
Rawad Hani
Principal/Chief Financial Officer
(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, DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 7
Meeting Date: 7/9/2024 / Packet Page #: 568
Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 4 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 (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.8 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 may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 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; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other 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, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 8
Meeting Date: 7/9/2024 / Packet Page #: 569
Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 5 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 $242,985 (Two Hundred Forty-Two Thousand Nine Hundred Eighty-Five Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement.

The invoice shall 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 or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 9
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 6

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City Manager may, at his/her sole discretion, extend the Term for one additional one-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:

Rawad Hani, Principal/Chief Financial Officer
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 7 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Public Works Director, 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, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City.

City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 11
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 8 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.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, 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 DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 12
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 9 commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.

Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 10 (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. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s 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, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 14
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 11 misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 12 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 increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment.

Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including 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, DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 16
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 13 to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default.

Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 17
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 14 Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 15 If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 19
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Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 16 for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Glendora, 116 E. Foothill Blvd., Glendora, California 91741-3380, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 20
Meeting Date: 7/9/2024 / Packet Page #: 581
Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 17 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 ___________________
Rawad Hani
Principal/Chief Financial Officer
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]
DocuSign Envelope ID: 8EBD3197-DF5C-48EF-924A-CDA34DD5E0E7 Item #19. Page 21
Meeting Date: 7/9/2024 / Packet Page #: 582
Agreement - GTS (HSIP Cycle 11- Signal Intersection and Saftey Enhancements, Plan No.1388) 07.09.2024 18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.