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Home My WebLink AboutC-2466c it GerK'S ORIGINAL AMENDMENT NO. 4 TO THE 2009/2010 JANITORIAL AND PORTER SERVICES CONTRACT BY AND BETWEEN THE CITY OF ARCADIA AND GREAT CLEANING SERVICES, INC. 'is Amendment Amendment No. 4 ( "Amendment No. 4 ") is hereby entered into this 2 day of 2012 by and between the City of Arcadia, a municipal corporation of the *Sa oIftan li f and Great Cleaning Services, Inc., with respect to that certain Agreement between the parties dated August 25, 2010 ( "Agreement "), as amended by Amendment No. 1 dated July 21, 2010, further amended by Amendment No. 2 dated June 8, 2011, and further amended by Amendment No. 3 dated August 24, 2011. The parties agree as follows: 1. Pursuant to Section 3.2.2 of the Contract, the term is extended to and including August 25, 2013. 2. Pursuant to Section 3.4.1 of the Contract, the total compensation is not to exceed TWO HUNDRED THIRTY -NINE THOUSAND, EIGHT HUNDRED SEVENTEEN DOLLARS AND NO CENTS, ($239,817.00). 3. All terms and provisions of the Contract not amended by this Amendment No. 4 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 4 on the date set forth below. CITY OF ARCADIA Cy , — c— Dominic Lazzare City Manager Dated: Zf . MIL F" Stephen P. Deitsch City Attorney GREAT CLEANING SfC%ICES�INC. By: Preside -- Dated: z+ CONCUR: Tom Tait, Public Works Services Director ;-F eN I I Ame H rican Contractors Indemnity Company CC1610 Arden Way, Suite 273 Sacramento, CA 95815 1 j main 916 568 7818 facsimile 916 568 7838 August 21, 2012 Continuation Certificate Bond No. Bond Description Bond Amount Effective Date Expiration Date 1000907699 R2012 CLASS A -1 $239,817.00 08/11/2012 08/11/2013 CONTRACTS- AUTOMOTIVE SERVICE, CATOLOGING, EXTERMINATING CONTRACTS, FURNISHING FOOD SERVICES, INCINERATOR OPERATION, MOSQUITO CONTROL CONTRACTS, OFFICE PERSONNEL, PHOTOGRAMMETRIC WORK, PROC Principal: GCS INC 14252 CULVER DRIVE, SUITE A IRVINE, CA 92604 Obligee: CITY OF ARCADIA 11800 GOLDRING RD ARCADIA, CA 91006 -5879 THIS BOND CONTINUES IN FORCE TO THE ABOVE EXPIRATION DATE CONDITIONED AND PROVIDED THAT THE LOSSES OR RECOVERIES IN IT AND ALL ENDORSEMENTS SHALL NEVER EXCEED THE PENALTY SET FORTH IN THE BOND AND WHETHER THE LOSSES OR RECOVERIES ARE WITHIN THE FIRST AND /OR SUBSEQUENT OR WITHIN ANY EXTENSION OR RENEWAL PERIOD, PRESENT, PAST OR FUTURE. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. SIGNED AND DATED THIS 21 DAY OF AUGUST 2012 American Contractors Indemnity Company NHUNG SAE AN , Attorney -in -fact CALIFORNIA ALL - PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Sacramento 8 -21 -2012 On before me, VICKY TROYAN, NOTARY PUBLIC (Here insert name and title of the officer) personally appeared NHUNG H. SAEPHAN who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that ke/sheAbey executed the same in his/her/their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 0 VICKY TROYAN � E. COMM. # 1883517 WITNESS my hand and official seal. NOTARY PUBLIC - CALIFORNIA "SACRAMENTO COUNTY n j � � r � ORW CQMM. E %PIKES MARCH 20, 2014 Signature of No Pub (Notary Seal) ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ® Attorney -in -Fact ❑ Trustee(s) ❑ Other 2008 Version CAPA v12.10.07 800 - 873 -9865 www.NotaryClasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she /they- is /afe ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. ie Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document POWER OF ATTORNEY AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS., That American Contractors Indemnity Company, a California corporation, Texas Bonding Company, an assumed name of American Contractors Indemnity Company, United States Surety Company, a Maryland corporation and U.S. Specialty Insurance Company, a Texas corporation (collectively, the "Companies "), do by these presents make, constitute and appoint: Eric J. Fedors, Sheryl Smith, Elizabeth A. Juarez, Nhung H. Saephan, Katy Travis, Vicky Troyan, or Daren Eiseman of Sacramento, California its true and lawful Attomey(s) -in -fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety, providing the bond penalty does not exceed * * ** *Three Million * * * ** Dollars ($ * *3,000,000.00 ** ). This Power of Attorney shall expire without further action on March 18, 2015. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Boards of Directors of the Companies: Be it Resolved, that the President, any Vice - President, any Assistant Vice- President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s) -in -Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and on behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings, including any and all consents for the release of retained percentages and/or final estimates on engineering and construction contracts, and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected by the Corporate Secretary. Be it Resolved, that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 3'd day of October, 2011. AMERICAN CONTRACTORS INDEMNITY COMPANY TEXAS BONDING COMPANY UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY Corporate Seals ,�yittayq OSEAL P # Daniel P. Aguilar, Vice Presl ent State of California • • County of Los Angeles SS: On this 3`d day of October, 2011, before me, Deborah Reese, a notary public, personally appeared Daniel P. Aguilar, Vice President of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and convect. WITNESS my hand and official seal. I�aan�Ne+t i 1ltiwsN Signature,t, ,.tt' S (Seal) La Ea tar.wr, l9t5 I, Jeannie Lee, Assistant Secretary of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Los Angeles, California this 21 RT day of AUGUST , 2012. Iii �b T Corporate Seals SEAL. e Bond No. 1000907699 '"-' Jeannie Lee, Vsistant Secretary Agency No. 9010 I ;i HCC Obligee: CITY OF ARCADIA 11800 GOLDRING RD ARCADIA, CA 91006 -5879 l� /!40-80 e-A2Y�(a - 5 AMENDMENT NO. 3 TO THE 2009/2010 Z, JANITORIAL AND PORTER SERVICES CONTRACT BY AND BETWEEN THE CITY OF ARCADIA AND 'i..to c�►� GREAT CLEANING SERVICES, INC. 41k \Vl?t Thi Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into this (� 4 ±nday of , 2011 by and between the City of Arcadia, a municipal corporation of the State-6f California, and Great Cleaning Services, Inc., with respect to that certain Agreement between the parties dated August 25, 2010 ( "Agreement "), as amended by Amendment No. 1 dated July 21, 201 Q further amended by Amendment No. 2 dated June 8, 2011. The parties agree as follows: 1. Pursuant to Section 3.2.2 of the Contract, the term is extended to and including August 25, 2012. 2. Pursuant to Section 3.4.1 of the Contract, the total compensation is hereby increased by 4.64% for a new total of TWO HUNDRED THIRTY -NINE THOUSAND, EIGHT HUNDRED SEVENTEEN DOLLARS AND NO CENTS ($239,817.00) 3. All terms and provisions of the Contract not amended by this Amendment No. 3 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 3 on the date set forth below. CITY OF ARCADIA By: ��- �^- ►+—a -- Donald Penman City Manager Dated: 9 ja,( I ATTEST: City T,,rerk I APPROVED AS TO FORM: Stephen P. Deitsch City Attorney GREAT CLEANING SERVICES, INC. By: z � R' and es President Dated: 0-16-11 CONCUR: * CW_1/ Tom Tait, Public Works Services Director Page 1 of 1 1106 -Aq C-2y66- Z-- AMENDMENT NO. 2 TO THE 2009/2010 JANITORIAL AND PORTER SERVICES CONTRACT BY AND BETWEEN THE CITY OF ARCADIA AND GREAT CLEANING SERVICES, INC. This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into this 9+11 day of tr-U-vte , 2011 by and between the City of Arcadia, a municipal corporation of the State of California, and Great Cleaning Services, Inc., with respect to that certain Agreement between the parties dated August 25, 2010 ( "Agreement "), as amended by Amendment No. 1 dated July 21, 2011. The parties agree as follows: Part "C" - Special Provisions Exhibit 2, Janitorial Location Map of the Contract is amended to include the following two (2) additional facilities: • Dana Gym, 1401 S. First Avenue • Civic Center Athletic Field Utility Building, 240 W. Huntington 2. Part "C" - Special Provisions of the Contract is amended to include providing janitorial services for one (1) hour daily at the Dana Gym located at Dana Middle School, 1401 S. First Avenue, Arcadia, CA 91006 and the attached Exhibit 11 and Exhibit 11a are incorporated into and made part of the Contract. 3. The rate for the Dana Gym janitorial services shall be at the proposed Janitor rate of $9.50 per hour as provided on the original contract bid forms (CBF -3). 4. Part "C" — Special Provisions of the Contract is amended to include providing janitorial services for two (2) hours daily from 10:00 p.m. until 12:00 a.m. at the Civic Center Athletic Field Utility Building located at 240 W. Huntington Drive, Arcadia, CA 91006 and the attached Exhibit 12 and Exhibit 12a are incorporated into and made part of the Contract. 5. The rate for the Civic Center Athletic Field Utility Building janitorial services shall be at the proposed Janitor rate of $9.50 per hour as provided on the original contract bid forms (CBF -3). 6. All terms and provisions of the Contract not amended by this Amendment No. 2 are hereby reaffirmed. [SIGNATURES ON NEXT PAGE] Page 1 of 2 In witness whereof the parties have executed this Amendment No. 2 on the date set forth below. CITY OF ARCADIA By: pc- r� Donald Penman City Manager Dated: C-1.01 i I. ATTEST: City %ferk APPROVED AS TO FORM: Step en P. Deitsch City Attorney GREAT CLEANING SERVICES, INC. By: Richard D6wes President Dated: '5 w-11 CONCUR: ��f 4/11 Tom Tait, D ted Public Works Services Director Page 2 of 2 CITY OF ARCADIA JANITORAL LOCATION MAP EXHIBIT 2 NO SCALE INVENTORY OF FACILITIES Facility: Dana Gym Address: 1401 S. First Ave No. of Floor Plumbing Type of Space Surface* Sq. Ft. Fixtures Windows Bleachers Men's Restroom TER 220 5 Women's Restroom TER 260 5 Office LIN 90 Lobby WO 415 " Flooring Type Codes TER - Terrazzo Stone (480 sq. ft.) LI - Linoleum (90 sq. ft.) WO - Wood (415 sq. ft.) ** Plumbing Fixtures are defined to include installed items attached to building plumbing system, including drinking fountains. Exhibit 11 INVENTORY OF FACILITIES Facility: Civic Center Athletic Field Utility Building Address: 240 W. Huntington Dr. No. of Floor Plumbing Type of Space Surface* Sq. Ft. Fixtures Men's Restroom Women's Restroom Supply room Empty 6 Trash cans outside * Flooring Type Codes PCO - Painted Concrete Flooring PCD 160 5 PCD 160 5 PCD 50 1 (370 sq. ft.) Exhibit 12 JANITORIAL DUTIES DANA GYM Janitorial Work Hours: Nightly (except holidays) 10:00 p.m. to 11:00 p.m. Exhibit 11a PERFORMED BY FREQUENCY ACTIVITY DAY NIGHT CREW CREW DAILY /NIGHTLY CLEAN FRONT GLASS DOORS X CLEAN, SANITIZE, REMOVE WATER SPOTS, AND POLISH DAILY /NIGHTLY DRINKING FOUNTAINS USING A CLEANER THAT WILL X CONTROL ALKALINE BUILDUP DAILY /NIGHTLY DUST FURNITURE, FIXTURES, BOOKSHELVES AND X TELEPHONES DAILY /NIGHTLY EMPTY AND CLEAN WASTE BASKETS AND SANITARY X NAPKIN RECEPTACLES REMOVE TRASH FROM SITE DAILY /NIGHTLY KEEP RESTROOM AND KITCHEN DRAINS IN GOOD ORDER, X FLUSH DAILY IF NECESSARY MAINTAIN A CLEAN AND ORDERLY JANITOR'S OFFICE, DAILY /NIGHTLY CLOSET, AND STORAGE AREA. CLEAN AND DISNFECT X JANITOR SINKS DAILY /NIGHTLY SWEEP AND MOP ALL FLOORS IN LOBBY AND OFFICE X DAILY /NIGHTLY SECURE DOORS UPON COMPLETION OF ASSIGNMENT X DAILY /NIGHTLY SWEEP OFF BLEACHERS IF KEPT OPEN X DAILY /NIGHTLY SPOT CLEAN WINDOWS, WALLS, PARTITIONS, DOORS, X DOORWAYS, FRAMES, WOODWORK, AND WALL SWITCHES SWEEP, WET MOP, AND SANITIZE RESTROOMS WITH DAILY /NIGHTLY GERMICIDAL SOLUTION DAILY WITH SPECIAL ATTENTION X TO CORNERS AND SIDES Exhibit 11a JANITORIAL DUTIES DANA GYM Exhibit 11 a PERFORMED BY FREQUENCY ACTIVITY DAY NIGHT CREW CREW FREQUENCY DAILY /NIGHTLY TURN OFF ALL LIGHTS UPON COMPLETION OF X ASSIGNMENT (EXCEPT LIGHTS ON TIMERS) DAILY /NIGHTLY VACUUM ALL CARPET ENTRY MATS X DAILY /NIGHTLY WASH AND DISINFECT ALL SPLASH MARKS FROM WALLS X AND CHROME PLATES AROUND BASINS DAILY /NIGHTLY WASH SINKS, BASINS, FIXTURES, TOILETS, AND URINALS X WITH PROPER DISINFECTANTS WEEKLY SCRUB TOILET BOWLS AND URINALS REMOVING STAIN X MARKS AND SCALE DUST AND REMOVE ALL DIRT AND COWBWEBS FROM MONTHLY INSIDE AND OUTSIDE WINDOW FRAMES LEAVING A SPOT X FREE SURFACE Exhibit 11 a PORTER & JANITORIAL DUTIES CIVIC CENTER ATHLETIC FIELD UTILITY BUILDING Janitorial Work Hours: Monday — Thursday and every other Friday (day porter working at City Hall) Friday and Saturday evenings (night crew) (Including Holidays) Exhibit 12a PERFORMED BY FREQUENCY ACTIVITY DAY NIGHT CREW CREW AS NEEDED REMOVE GRAFFITTI ON WALLS X X AS NEEDED REFILL SOAP & TOILET PAPER DISPENSERS X X AS NEEDED WASH DOWN WALLS X X AS NEEDED DISPOSE OF TRASH AT TRASH BIN AND CLEAN AREA X X AROUND OUTSIDE TRASH BIN AS NEEDED EMPTY AND CLEAN TRASHCANS, REPLACE PLASTIC X X LINERS WHEN TORN, WET OR FULL DAILY SANITIZE ALL SINKS, TOLIETS, AND DISPENSERS WITH A X X GERMICIDAL SOLUTION DAILY SWEEP, WET MOP, AND SANITIZE ALL RESTROOM FLOORS X X WITH A DISINFECTANT SOLUTION DAILY CLEAN AND POLISH ALL STAINLESS STEEL INCLUDING X X DRINKING FOUNTAINS Exhibit 12a Po - F c' AMENDMENT NO. 1 TO THE 2009/2010 JANITORIAL AND PORTER SERVICES CONTRACT •n.s s. na BY AND BETWEEN THE CITY OF ARCADIA AND GREAT CLEANING SERVICES, INC. This Amendment No. 1 ( "Amendment No. 1") between the City of Arcadia, a municipal corporation Great Cleaning Services, Inc., with respect to that parties dated August 25, 2010. ( "Agreement "). The parties agree as follows: is hereby entered into by and of the State of California, and certain Agreement between the The term of the Agreement is extended to and including August 30, 2011. 2. For the period of the Extension of the Contract, the total consumption payable by the City to the Contractor shall not exceed TWO HUNDRED TWENTY -NINE THOUSAND, ONE HUNDRED SEVENTY -THREE DOLLARS AND NO CENTS ($229,173.00) 3. All terms and provisions of the Contract not amended by this Amendment No. 1 are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA By: c Donald Penman City Manager Dated: a 1 - IQ (SEAL) TTES . 11A A Uhleybepuly City Clerk Date APPROVED AS TO FORM P Q4 L R r6 ?� Stephen P. Deitsch, City Attorney GREAT CLEANING RVICES, INC. By: f' Richyr Dawes President Dated: CONCUR: Z- We/t Tom Tait, Public Works Services Director Page 1 of 1 AMERICAN CONTRACTORS INDEMNITY COMPANY g1rc"I 1610 Arden Way, Suite 273 Sacramento, CA 95815 Phone: 916 - 568 -7818 Fax: 916- 568 -7838 July 8, 2010 Continuation Certificate Bond No. Bond Description Bond Amount Effective Date Expiration Date 1000832418 R2010 CLASS A -1 $229,173.00 08/13/2009 08/13/2011 CONTRACTS - AUTOMOTIVE SERVICE, CATOLOGING, EXTERMINATING CONTRACTS, FURNISHING FOOD SERVICES, INCINERATOR OPERATION, MOSQUITO CONTROL CONTRACTS, OFFICE PERSONNEL, PHOTOGRAMMETRIC WORK, PROC Principal: GCS INC 14252 CULVER DRIVE, SUITE A IRVINE, CA 92604 Obligee: CITY OF ARCADIA 11800 GOLDRING RD ARCADIA, CA 91006 -5879 THIS BOND CONTINUES IN FORCE TO THE ABOVE EXPIRATION DATE CONDITIONED AND PROVIDED THAT THE LOSSES OR RECOVERIES IN IT AND ALL ENDORSEMENTS SHALL NEVER EXCEED THE PENALTY SET FORTH IN THE BOND AND WHETHER THE LOSSES OR RECOVERIES ARE WITHIN THE FIRST AND /OR SUBSEQUENT OR WITHIN ANY EXTENSION OR RENEWAL PERIOD, PRESENT, PAST OR FUTURE. ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. SIGNED AND DATED THIS 8TH DAY OF JULY, 2010 AMERICAN CONTRACTORS INDEMNITY J. Beernaert , Attorney -in -fact Obligee: CITY OF ARCADIA 11800 GOLDRING RD ARCADIA, CA 91006 -5879 CALIFORNIA ALL - PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of Sacramento On JULY 8TH, 2010 before me, VICKY TROYAN, NOTARY PUBLIC (Here insert name and title of the officer) personally appeared MATTHEW J. BEERNAERT who proved to me on the basis of satisfactory evidence to be the personH whose name(s) is /ere subscribed to the within instrument and acknowledged to me that he/s w- executed the same in his/her4heir authorized capacity(4es), and that by his/herlhe}r signature(-T) on the instrument the person(-), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragrapl is true and correct. VICKY TROY 5 U " "" COMM. # 1883517 3 • NOTARY PUBLIC CALIFORNIA WITNESS my han d official seal. SACRAMENTO COUNTY COMM. EXPIRES MARCH 20 2014 (Notary Seal) Signature of Not V lic ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE ATTACHED DOCUMENT (Title or description of attached document) (Title or description of attached document continued) Number of Pages Document Date (Additional information) CAPACITY CLAIMED BY THE SIGNER ❑ Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) LK Attorney -in -Fact ❑ Trustee(s) ❑ Other 2008 Version CAPA v12.10.07 800 - 873 -9865 www.NotaryClasses.com INSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment completed in California must contain verbiage exactly as appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefullvfor proper notarial wording and attach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. Lae /she /they- is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached document, number of pages and date. Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document (' OF ATTORNEY AMERICAN CONTRA61 TOkS'''INDEMNITY COMPANY TEXAS BONDING COMPANY.... -- UNITED STATES SURETY COMPANY U.S. SPECIALTY INSURANCE COMPANY KNOW ALL MEN BY THESE PRESENTS. That American Contractors Indemnity Company, a California corporation, Texas Bonding Company, an assumed name of American Contractors Indemnity Comppy, 1 of ,the State of California, Cajifbm4 corporation,: United States Surety Colnpapi 4 Maryland corporation and U. . Spec 4ity iti's Ta ce Company, Ajexa or}l ►ration (vollectively, the "Companies "), do * these press make, constituted and appoint, Eric J. Fedors, Sheryl Smith, Elizabeth A. Juarez, Matthew J. Beernaert, Nhung H. Nguyen, Katy Travis or Vicky Troyan of Sacramento, California its true and lawful Attorney(s) -in -fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all- bonds, recognizances, undertakings -r ttthl ingTuments or contracts '�df st�i�tey hfp ",to Irtelude riders, amendments, and consorts of surety, providing the bond pens #ty dot not exceed µ r 1` * *01 ee Million * * * ** Dollars (S * * * *3.0 X0.00* * ** 1. -This uthority er the following Attorney a resolutions adopted Without b er action on December 8, 2012. This Power of Attorney is granted under and by P� p y e Boards of Directors of the Companies: Be it Resolved, that the President, any Vice - President, any Assistant Vice - President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or more suitable perspn� as Attorney(s) m Fact to represent and act for and on behalf of the Company eject withe following provisions: Attorney -ln -Fact may be given fun power and authority for and in the n: ame of and on' behalf of the Compamquto execute, acknowledge and deliver, any and all bonds, recognizances, contracts, agreements or indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attomey -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected bytJie Corporate Secretary . Be it l Iv ghat the signature of aT l jh zed, of f acer and seal of the Com �! � I fir} party- �retofore or hereafter affixed to any power of attorney or any certificate relating' +'fhoreto' by facsirli'ile, and any power of attorney or ceMficate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. IN WITNESS WHEREOF, The Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 15 ` day of June, 2009. AMERICAN CONTRACTORS INDEMNITY COMPANY,TE ING COMPANY UNITED STAT UR_ETY COMPANY U.S. SPECIALTY IN9U NtE COMPANY - Corporate Seals I—IIN �1MCT6,(� � INQ ` 9 SEA _l1_ L ` yr + C By: I Daniel P. Aguilar, Vice President Stag ofCalii "oF County of L Ames SS: On this 15 day f June 2009 before me V. y Wright, a notary public, personally appeared Daniel P. Aguilar, Vice President of American Contractors Indemnity Company, Texas Bonding Company, United States Surety Company and U.S. Specialty Insurance Company who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the7 same iit his authorized capacity, and that by his signature on the instrument the person(s), or the entity upon behalfffVhich &6—person(s) acted, executed the instrumnot. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is tnw= and -con ect. V. WRIGHT Signature gn -_ (Seal) Commissions 1926146 HOtttY NubUo • CallforMt =lot Mpaiss C4uMy _ — Writ Ota 9.2012- Jearmi Imo, Assistant Secretary of Ame�c,an Cobtractors Indemnity Compaby,�, Bonding Company, United States Surety Company and U.S. Specialty Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Boards of Directors, set out in the Power of Attorney are in full force and effect. of J#Il Corporate Seals - I have hereunto set my handed affixed the seals of said Companies ,:at, Los 'Angeles, Califomiaxhis 8� day Bond No. 1000832418 Agency No, _OiO l I CITY OF ARCADIA 2009/2010 Janitorial and Porter Services at Various City Facilities 1. Parties and Date. This Contract is made and entered into this day of A,ilzme4 200 , by and between the City of Arcadia, a charter city organized under the la4s of the State of California (hereinafter referred to as "City ") and Great Cleaning Services, Inc., a California Corporation, with its principal place of business at 14252 Culver Drive, Suite A, Irvine, California, 92604 (hereinafter referred to as "Contractor "). City and Contractor are sometimes individually referred to as "Party" and collectively as 'Parties" in this Contract. 2. Recitals. 2.1 Contractor. Contractor desires to perform certain janitorial maintenance services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is experienced p p enced in providing janitorial maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform such services in the State of California, and that it is familiar with the plans of City. 2.2 Project. City desires to engage Contractor to render such services for the 200912010 Janitorial and Ili Porter Services at Various City Facilities project (Project) as set forth in this Contract. I� 3. Terms. 3.1 Incorporation of Documents This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: a. Notice Inviting Bids b. Instructions to Bidders C. Contract Bid Forms d. Contract e. Contract Appendix Part "A" - General Conditions Part "B" - Supplementary General Conditions Part "C" - Special Provisions Part "D" - Specifications Part "E" - Drawings Part °F" - Performance Bond Part °G" - Payment Bond CONTRACT -1 The above documents, including the General Conditions, are an integral part of the Contract Documents. In addition to signing this Contract, Contractor shall initial this paragraph immediately below acknowledging that he or she has read, understood and agrees with all of the terms of the Contract Documents, including, but not limited to, provisions of the General Conditions relating to indemnification, insurance, standards of performance, termination, compensation and time of the essence performance. Contractor shall not disclaim knowledge of the meaning and effect of any term or provision of the Contract Documents, and agrees to strictly abide by their meaning and intent. In the event that Contractor fails to initial below, the City shall have the right to declare the Contract unexecuted and to award the Contract to another contractor in accordance with state law. . 1-1 Contactor-%"s Initials 3.2 Scope of Services and Term. 3.2.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the janitorial maintenance services necessary for the Project ( "Services "). The Services are more particularly described in the project specifications. All Services shall be subject to, and performed in accordance with, this Contract, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.2.2 Term. The term of this Contract shall be for one (1) year from date of execution, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Contract, and shall meet any other established schedules and deadlines. 3.3 Responsibilities of Contractor. 3.3.1 Control and Payment of Subordinates: Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Contract. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Contract. Any additional personnel performing the Services under this Contract on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.3.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Contract, and in accordance with the Schedule of Services set forth in the project specifications. In order to facilitate Contractor's conformance with the Schedule, City shall respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. CONTRACT -2 3.3.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.3.4 City's Representative. The City hereby designates the Assistant City Manager /Public Works Services Director, or his or her designee, to act as its representative for the performance of this Contract ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.3.5 Contractor's Representative. Contractor hereby designates Richard Dawes, President, or his or her designee, to act as its representative for the performance of this Contract ( "Contractor's Representative "). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Contract. 3.3.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.3.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Contract in a skillful and competent manner, consistent with the standards generally recognized as being employed by similar workers or service providers in the State of California. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. Any employee of the Contractor or its subcontractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re- employed to perform any of the Services or to work on the Project. 3.3.8 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.3.9 Immigration Reform and Control Act. Contractor acknowledges that Contractor, and all subcontractors hired by Contractor to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ( "IRCA "). Contractor is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Contractor to perform services under this Agreement are in compliance with the IRCA. In addition, Contractor CONTRACT -3 1 agrees to indemnify, defend and hold harmless the City, its agents, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Contractor's employees, or the employees of any subcontractor hired by Contractor, are not authorized to work in the United States for Contractor or its subcontractor and /or any other claims based upon alleged IRCA violations committed by Contractor or Contractor's subcontractor(s). 3.3.10 Insurance. (a) Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. (b) Types of Reauired Coverages. As a condition precedent to the effectiveness of the Contract for work to be performed under these hereunder and without limiting the indemnity provisions of the Contract, the Contractor in partial performance of its obligations under such Contract, shall procure and maintain in full force and effect during the term of the Contract, the following policies of insurance: (i) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001, with minimum limits of at least $1,000,000 per occurrence. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims or (4) cross liability exclusion for claims or suits by one insured against another; or (5) explosion, collapse or underground hazard (XCU). (ii) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering "Any Auto" (Symbol 1) with minimum limits of $1,000,000 each accident. (iii) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (c) Endorsements. (i) The policy or policies of insurance required by Section 3.3.10(b)(i) Commercial General Liability and 3.3.10(b)(ii) Automobile Liability Insurance shall be endorsed to provide the following: (1) The City its officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such Work; and (2) the insurance coverage shall be primary insurance as respects the City and its officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self - insurance maintained by the City or its officials, officers, employees, agents or volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. CONTRACT -4 (2) Primary Insurance and Non - Contributing Insurance: This insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the indemnified parties shall not contribute with this primary insurance. (3) Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby. (4) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non - payment of premium. (5) Duties: Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties. (6) Applicability: That the coverage provided therein shall apply to the obligations assumed by the Contractor under the indemnity provisions of the Contract, unless the policy or policies contain a blanket form of contractual liability coverage. (ii) The policy or policies of insurance required by Section 3.3.10(b)(iii) Workers' Compensation shall be endorsed, as follows: (1) Waiver of Subrogation: The insurer shall agree to waive all rights of subrogation against the City and its officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (2) Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non - payment of premium. (iii) Deductible. Any deductible or self- insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self- insured retention. (d) Evidence of Insurance. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before Work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City CONTRACT -5 evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. (e) Failure to Maintain Coverage. Contractor agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Contractor until Contractor has fully complied with the insurance provisions of this Contract. In the event that the Contractor's operations are suspended for failure to maintain required insurance coverage, the Contractor shall not be entitled to an extension of time for completion of the Work because of production lost during suspension. (f) Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. (g) Insurance for Subcontractors. All Subcontractors shall be included as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing Subcontractors to purchase the appropriate insurance in compliance with the terms of this Contract, including adding the City as an Additional Insured to the Subcontractor's policies. 3.3.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3.12 Displaced Janitor Opportunity Act. If applicable, Contractor, as the "Successor Service Contractor ", shall comply with California Labor Code Sections 1060 and 1061 pertaining to the retention of employees for a minimum 60 -day transition employment period, employees who have been employed by the terminated Contractor or any Subcontractors. Contractor expressly agrees to indemnify all of the indemnified parties for any damages or claims of any type arising from Contractor's breach of its obligations under these provisions of law. 3.3.13 Payment Bond. (a) Payment Bond. Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in the amount of the total, not -to- exceed compensation indicated in this Contract, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City. Cd�Ii,�ii3_t�a^: (b) Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within ten (10) days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Contract, the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Contract (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Contract for cause. (c) Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. 3.4 Fees and Payments. 3.4.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Contract at the rates set forth in the bid specifications. The total compensation shall not exceed TWO HUNDRED TWENTY -NINE THOUSAND, ONE HUNDRED SEVENTY -THREE DOLLARS AND NO CENTS ($229,173.00) without written approval of City's Assistant City Manager /Public Works Services Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Contract. 3.4.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.4.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.4.4 Extra Work. At any time during the term of this Contract, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Contract. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.5 Accounting Records. 3.5.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Contract. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other CONTRACT -7 documents created pursuant to this Contract. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Contract for a period of three (3) years from the date of final payment under this Contract. 3.6 General Provisions. 3.6.1 Termination of Contract. (a) Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Contract at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least three (3) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Contract except for cause. (b) Additional Services. In the event this Contract is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.6.2 Deliver of Notices. All notices permitted or required under this Contract shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose: CONTRACTOR: Great Cleaning Services, Inc. 14252 Culver Drive, Suite A Irvine, CA 92604 Attn: Richard Dawes, President CITY: City of Arcadia Public Works Services Department 11800 Goldring Road Arcadia, CA 91066 -6021 Attn: Dave Thompson, Maintenance Contract Officer Such notice shall be deemed made when personally delivered orwhen mailed, forty - eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. (a) Cooperation: Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Contract. (b) Attorney's Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. CONTRACT -8 3.6.3 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Contract, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.6.4 Entire Contract. This Contract contains the entire Contract of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or Contracts. This Contract may only be modified by a writing signed by both Parties. 3.6.5 Governinq Law. This Contract shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. Contract. 3.6.6 Time of Essence. Time is of the essence for each and every provision of this 3.6.7 City's Riaht to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project. 3.6.8 Successors and Assigns. This Contract shall be binding on the successors and assigns of the Parties. 3.6.9 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.6.10 Construction; References• Captions. Since the Parties or their agents have participated fully in the preparation of this Contract, the language of this Contract shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Contractor include all personnel, employees, agents, and subcontractors ctor s of Contractor, except as otherwise specified in this Contract. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Contract. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Contract. 3.6.11 Amendment; Modification. No supplement, modification, or amendment of this . Contract shall be binding unless executed in writing and signed by both Parties. i CONTRACT -9 3.6.12 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.6.13 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.6.14 Invalidity: Severability. If any portion of this Contract is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.6.15 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to rescind this Contract without liability. For the term of this Contract, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. 3.6.16 Equa10 Portunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.6.17 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.6.18 Authority to Enter Contract Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right, and authority to make this Contract and bind each respective Party. 3.6.19 Counterparts. This Contract may be signed in counterparts, each of which shall constitute an original. 3.7 Subcontracting. 3.7.1 Prior Approval Required. Contractor shall not subcontract any portion of the work required by this Contract, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. CONTRACT -10 CONTRACTOR By: 'L . Richa Da s President CITY OF ARCADIA By: P Donald Penman City Manager ATTE T: By: C' Ci y qlerk Approved as to Form: By: ' Stephen P. Deitsch City Attorney CONTRACT -11