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HomeMy Public PortalAboutC-20-001 - Goodwill, Serving the People of Southern Los Angeles County, Maintenance Transit Bus StopsCONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and GOODWILL, SERVING THE PEOPLE OF SOUTHERN LOS ANGELES COUNTY AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND GOODWILL, SERVING THE PEOPLE OF SOUTHERN LOS ANGELES COUNTY THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into effective as of the 1st day of January, 2020 by and between the CITY OF CARSON, a California municipal corporation ("City") and GOOWILL, SERVING THE PEOPLE OF SOUTHERN LOS ANGELES COUNTY, a California 501(c)(3) nonprofit corporation ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "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 Carson'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. 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 01007,0001/349900.1 -1- professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01007.00nir349900_1 -2- 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services_ City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make 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 contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation' attached hereto as Exhibit "C" and incorporated herein by this reference_ The total compensation, including reimbursement for actual expenses, shall not exceed Three Hundred Forty -Two Thousand and Three Hundred Dollars ($342.300) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01007.0001/ "W 1 -3- 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 detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor 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 thirty (30) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01007.00011349900.1 4- ARTICLE I 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 (1$4) 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 (14) 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 (1) years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Janet McCarthy President/CEO (Name) (Title) 0100.0oo11349900.1 -5- Gina A. Johnson _ VP, Corporate Compliance (Name) (Title) Krvstat Urzua Compliance, Risk & Safety Manager (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing 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 ConsuItant'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 Jason Jo, Transportation 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, 01007.00011349900.1 -6- 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 anytime 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 Covera es. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance {Occurrence Form CG0001 or equivalent}. A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage_ The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025_ or equivalent}. A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than 01007.0001134990D.I -I- $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liabilijy. Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. ( Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit `B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: 01OD7.000ir349900, t ,$- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed](--B4zC& Consultant Inhfals City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects- liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, Any deductibles or self-insured retentions must be declared to and approved by City_ At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant maybe held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith - 01007.000113499001 -9- (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 Iiabilities 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. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the 01007.0001/349900.1 -10- disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records_ Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement_ For this reason, Consultant agrees that if Consultant becomes 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 Agrccment, 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. 01007.00011349900.1 -11 6.4 Confidentialily 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, 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 010070001/349M 1 -12- 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, Iiabilities, 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 Richts 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 01007.MO 1 1344900 L -13- 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 maybe 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. 01007.0001 l3a99M.1 -14- ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liabilky 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.A. §§ 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. 01007-0001549M.1 _15- ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication eitherparty 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 Carson, 701 East Carson, Carson, California 90745 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. 01007,0001/349M. 1 -16- 9.6 Warran & R r ntati n fNon- ll i n. 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 "non -interests" 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 it�� 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] 41007.40011349900.1 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. A Donesia L. faause, APPROVED AS TO FORM: ► ALESHIRE & WYNDER, L For: Sunny K. Soltani, City Attorney [BRJ] C3a r►, ja.•�:� R. To-u,4mi . Cky A4k/ Q_y CITY: C170 CARSO m c pal corporation .,Y'ereRobles, Mayor CONSULTANT: GOODWILL, SERVING THE PEOPLE OF SOUTHERN LOS ANGELES COUNTY, a California 501(c)(3) nonprofit corporation B Name: Janet McCart Title: Preside B 1� Name: Lis rassi Title: Chief Financial Officer Address: 800 W. Pacific Coast Highway Long Beach, CA 90806 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. 01007.00011349900.1 -18. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES OnNoV . 20 , 2019 before me, jnA�Ak VA' k-�DLpperrssonally appeared J401it 11AtQW4'h , proved to me on the basis of satisfactory evidence to be the person(afi whose names(sr is/orf subscribed to the within instrument and acknowledged to me that K/shelthey executed the same in krslher/the r authorized capacity(iw4, and that by Wsslher dmf signaturc(4) on the instrument the person(af, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Ift WITNESS my hand and official sea CHRISTINA M. J,C:;rl Nor Public Public - CaliforniaLos Anyetes County_ Signature: Commission r 2272974 O.y Comm E:paes Dec 1&. 1022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING - (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0001/349900.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On IVDU Z , 2019 before me, U Osla - , personally appeared proved to me on the basis of satisfactory evidence to be the personfy whose names(o islaXsubscribed to the within instrument and acknowledged to me thatlshelth4 executed the same in mer/th6e r authorized capacity), and that byid&lher/thou signatureO 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. WITNESShand and official seal. CHRISTINA M. JACKSON Notary Public - California Los Angeles County > Signature: . My Comm. iExpirt Dec 24.7 2021 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE EXHIBIT f°A" SCOPE OF SERVICES 1. Consultant will perform the following Services: A Perform routine cleaning and maintenance of all transit stops belonging to the City's fixed -route transit system, as identified in Exhibit "A-1" attached hereto. R "Routine cleaning and maintenance" of transit stops shall mean and include all of the following, without limitation: (1) pressure wash cleaning of all transit shelters, benches, sign poles, and route schedule displays; (2) pressure wash cleaning of sidewalks appurtenant and adjacent to bus stops; and (3) collection and disposal of all litter and trash in and around waste receptacles and appurtenant and adjacent to transit stops and shelters. C Consultant, at its sole expense:, shall provide all vehicles, tools, parts and other materials necessary to perform the Services. Consultant shall provide, at its sole expense, uniforms for its employees servicing the transit stops, and shall require such uniforms to be worn while the services are being performed. A Each transit stop shall be serviced with routine cleaning and maintenance five (5) days per week, Monday through Friday, to a minimum area of twenty feet in length, and ten feet in depth from the curb, to the back of the sidewalk (or larger if necessitated by the area of the transit stop). E CIeaning of all glass and plexiglass surfaces, including the transit shelter/route schedule display cases, shall be done as part of routine cleaning and maintenance utilizing industry -accepted cleaning methods such as the use of a cleaning agent and squeegee. F. Routine cleaning and maintenance shall include immediate removal of all existing, newly -discovered, or reported graffiti on ANY section of any of the transit stops, including shelters, benches, sign poles, route schedule displays, and waste receptacles, during regular servicing_ C All waste receptacles belonging to all transit stops shall be emptied at the time of each scheduled routine cleaning and maintenance service. Trash bag liners shall be properly secured in order to adequately contain refuse within each receptacle. Damaged trash bag liners shall be replaced with a new liner in order to prevent spillage of waste_ If certain trash receptacles are found to be consistently overflowing, Consultant shall notify the City to determine if an extra receptacle is needed at the location, or an increase in the frequency of trash collection is required. Consultant shall notify the City if there are any missing and/or damaged waste receptacle containers or lids. The City will be responsible for replacing and/or repairing waste receptacle containers or lids. 01007.0001/349900.1 A-1 K As part of routine cleaning and maintenance of transit stops, Consultant shall ensure that the public right-of-way around the transit stop is free of debris, such as trash, leaves, dirt, and mud. L As part of routine cleaning and maintenance of transit stops, Consultant shall immediately notify the City's Contract Officer of any damage found to any part of the transit stop. Missing transit signs and/or pavement stencils in need of refreshing shall also be reported to the Contract Officer. J. The schedule for Consultant's performance of the routine cleaning and maintenance of transit stops may be adjusted at any time during the tern of this Agreement by the City's Contract Officer, as deemed necessary by the Contract Officer. Adjustments may include, but are not limited to, expanding, decreasing, or modifying service hours or days of service, or increasing or decreasing the number of transit stops serviced, subject to compliance with Section 1.8. Consultant shall be required to implement any changes requested within thirty (30) calendar days of the receipt of notice from the Contract Officer. H. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City apprised of the status of performance by delivering the following status reports: A A written follow-up response within 48 hours, with before and after photographs taken within a 24-hour window, to all requests of the City's Contract Officer made regarding the Services pursuant to this Agreement, which may relate to, without limitation, removal of graffiti, excess waste, broken glass, or other matters of a similar nature. R An "incident report" arising out of any unusual occurrences during the performance of Services. Such reports must be submitted to the Contract Officer for City review within 48 hours of the incident. Examples of incidents requiring such reports include, without limitation, disputes and/or complaints from the public or situations that do not follow established City or Agreement policies or protocols. G All vehicle accidents involving Consultant during the performance of Services shall be immediately reported to the Contract Officer, and a police report shall be immediately obtained from the law enforcement agency that responded to the accident. Consultant shall submit full and complete accident reports to the Contract Officer within 24 hours of any such accident. D: Monthly statistical reports that include drivers' logs and dispatch logs of Consultant documents locations and dates of service for the purpose of documenting compliance with the performance obligations of this Agreement. 01007.0001/349M.1 A-2 III. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. IV. Consultant will utilize the following personnel to accomplish the Services: A Krystal Urzua, Compliance, Risk and Safety Manager; R Gina Johnson, J.D., Vice President of Corporate Compliance & Human Resources; C Peter Brown, Director of Education; DL Gerry Medina, Janitorial Lead; E Paul Jackson, Custodial Lead; F. Qualified Staff operating under the supervision of the foregoing officers. 01007.0001/349900.1 A-3 01007.0001/349M.1 A-1-1 Bus Stops :hv as= Trretfept _3tjm" 9attm-c"D 't, 01007.0001/349M.1 A-1-0 I v ti CITY OF CARSON - Transit Stops Carson Circuit Route A - Cal State Dominguez Hills Stop No. Location Corner Layover - SouthBay Pavilion 1 Avalon/Del Amo NE 2 Avalon/Elsmere NE 3 Avalon/189th SE 4 AvaIon/184th SE 5 Victoria/Avalon SE 6 TamcliffNictoria NE 7 Meadbrook/Lysander NW 8 Rainsbury/Meadbrook NE 9 Rainsbury/Haxby SE 10 Sandlake/Haxby SE 11 Bitterlake/Lysander SE 12 BitterlakeBauchard SE 13 Bitterlake/Keene SE 14 Bitterlake/Hardwick SE 15 Amantha/Radbard NW 16 Central/Radbard SW 17 Victoria/Central SE 18 Victoria/Tamcliff NW 19 Avalon/Victoria SW 24 Avalon/184th SE 21 University/Avalon SE 22 University/Coslin SE 23 University/Central SE 24 University/Nestor SE 25 University/Grandee S W 26 Wilmington/University SW 27 Cashdan/Craigjon NW 28 Gunlock/Kramer SW 29 Turmont/Broadacres NE 30 Turmont/Taj auta NW 31 Turmont/Central NW 32 Annalee Elementary NE 33 Turmont/Scobey NW 34 Turmont/Campaign NW 35 GalwaylTurmont S W 36 Denwall/Wadley SE Layover - SouthBay Pavilion 01007.0001r34MO.1 A-1-0 CITY OF CARSON - Transit Stops Carson CircuitRoute B F Keystone Stop No. Location Corner Layover - SouthBay Pavilion 1 Carson Mall/Avalon SW 2 Avalon/213th SW 3 Carson/Avalon NW 4 Carson/Grace NW 5 Carson/Neptune NW 6 Carson/Dolores NE 7 Carson/Orrick NW 8 Main/218th SW 9 Main/220th SW 10 Main/223rd SW 11 Main/225th SW 12 Main/228th SW 13 Main/231st SW 14 234th/Main NW 15 234th/Moneta NW 16 234th/Figueroa NE 17 Figueroa/232nd SE 18 228th/Figueroa SE 19 228th/Caroldale SE 20 Moneta/228th NE 21 Moneta/Shadwell NE 22 Moneta/224th NE 23 Moneta/223rd NE 24 Moneta/220th N l 25 Moneta/Carson NE 26 Carson/Main SE 27 Carson/Dolores SE 28 Carson/Grace SE 29 Avalon/Carson NE 30 Avalon/213th NE 31 Carson Mall/Avalon SE Layover - SouthBay Pavilion 0100700011349M 1 A-1-0 CITY OF CARSON - Transit Stops Carson Circuit Route C - Scottsdale Stop No. Location Corner Layover - SouthBay Pavilion 1 Carson Mall/Avalon SW 2 Avalon/213th SW 3 Avalon/Carson SW 4 Avalon/220th SW 5 223rd/Avalon NW 6 Grace/223rd SW 7 Grace/South of 224th W 8 228th/Grace SE 9 228th/Marine SE 10 Avalon/Bayport S W 11 Avalon/Scottsdale NW 12 Sepulveda/Avalon NW 13 Sepulveda/Panama NW 14 Dolores/Sepulveda NE 15 Dorlores/236th SE 16 Scott Park E 17 Catskill/233rd NW 18 229th/Catskill NW 19 Dolores/229th NE 20 Dolores/228th NE 21 Dolores/223rd SE 22 223rd/Grace SE 23 223rd/Avalon SE 24 Bonita/220th NE 25 Bonita/Civic Center NE 26 Community Center NE 27 Desford/Civic Center NE 28 Avalon/213th NE 29 Carson Mall/Avalon NE Layover - SouthBay Pavilion 01007.0001r349M.1 A-1-0 SLCITY OF CARSON - Transit Stops, Carson Circuit Route D - Metro Blue Line '1 Stop No. Location Corner Layover - SouthBay Pavilion 1 Del Amo/Leapwood SE 2 Del Amo/Tillman SE 3 Del Amo/Central SE 4 Del Amo/Tajauta SE 5 Del Amo/Alvo SE 6 Del Amo/Wilmington SW 7 Del Amo/Fordyce SE 8 Del Amo/2660 Del Amo S 9 Del Amo/Santa Fe (Blue Line Station) NE 10 Santa Fe/Del Amo SW 11 Santa Fe/El Presidio SW 12 Santa Fe/Van Buren SW 13 Santa Fe/Dominguez SW 14 Santa Fe/Madison SW 15 Carson/Santa Fe NW 16 Carson/Evonda NW 17 Carson/Harborview NW 18 Carson/Bataan NW 19 Carson/Arnold Center NW 20 Carson/Wilmington NW 21 Carson/Martin NW 22 Carson/Vera NW 23 Carson/Perry NW 24 Carson/Bonita NW 25 Carson/Avalon NE 26 Avalon/213th NE 27 Carson Mall/Avalon SE Layover - SouthBay Pavilion 01007 a I/34"WA A-1-0 CITY OF CARSON - Transit Stops Carson Circuit Route E - Del Amo Stop No. Location Corner Layover - SouthBay Pavilion 1 Avalon/Del Amo NE 2 Avalon/Elsmere NE 3 Avalon/189th NE 4 184th/Avalon NE 5 Wall/184th NW 6 WaliNictoria SE 7 AvalonNictoria SW 8 Avalon/184th SW 9 University/Avalon SE 10 Wadley/University SW 11 Brenner/Leapwood SE 12 Brenner/Fariman SW 13 Caney/University SE 14 University/Coslin SE 15 Central/Charles Willard SE 16 Charles Willard/Harmon SW 17 1800 Glenn Curtiss/Wilmington SE 18 Wilmington/University SW 19 Wilmington/Gladwick SW 20 Wilmington/Dimondale SW 21 Del Amo/Wilmington NW 22 Del Amo/Alvo NW 23 Del Amo/Tajauta NW 24 Del Amo/Central NW 25 Del Amo/Tillman NW 26 Leapwood/Del Amo NW Layover - SouthBay Pavilion 01007.0001/3499W, i A-1-0 CITY OF CARSON - Transit Stops Carson Circuit Route F - Civic Center Stop No. Location Corner Layover - SouthBay Pavilion 1 Carson Mall/Avalon SW 2 213th/Avalon SE 3 213ditTroyton SE 4 213th/Weiser SE 5 213th/Vera SE 6 Martin/213th SW 7 Carson/Martin NW 8 Vera/Carson Estates MIDWAY 9 Vera/Ablia SW 10 220th/Vera MIDWAY 11 220th/Martin SE 12 220th/Wilmington SW 13 223rd/Wilmington NW 14 223rd/Carson Toyota MIDWAY 15 223rd/Bonita NW 16 223rd/Avalon NW 17 223rd/Grace NW 18 223rd/Dolores NW 19 223rd/Main NW 20 Figueroa/223rd NIv 21 Steven White Middle School SE 22 Figueroa/Carson NE 23 Figueroa/213th NE 24 Figueroa/500 Carson Town NE 25 Torrance/Figueroa SE 26 Main/Clarion SW 27 213th/Bolsa SE 28 213th/Dolores SE 29 213th/Grace SE 30 Avalon/213th NE 31 Carson Mall/Avalon SE Layover - SouthBay Pavilion 01007 0001/3499M 1 A-1-0 CITY OF CARSON - Transit Stops Carson Circuit Route G - Metro Blue Line 2 Stop No. Location Corner Layover - SouthBay Pavilion 1 Carson Mall/Avalon SW 2 Avalon/213th SW 3 Carson/Avalon SE 4 Community Center SE 5 Carson/Bonita SE 6 Carson/Acarus SE 7 CarsonNera SE 8 Carson/Martin SE 9 Carson/Wilmington SW 10 220th/Westward SE 11 Carson/Arnold Center SE 12 Carson/Bataan SE 13 Carson/Evonda SE 14 Santa Fe/Carson NE 15 Santa Fe/before Dominguez Park NE 16 Santa/Dominguez NE 17 Santa Fe/El Presidio NE 18 Del Amo/Santa Fe (Blue Line Station) NE 19 Del Amo/2727 Del Amo MIDWAY 20 Del Amo/Rancho Way NW 21 Del Amo/2059 Del Amo MIDWAY 22 Del Amo/Wilmington NW 23 Del Amo/Alvo NW 24 Del Amo/Tajauta NW 25 Del Amo/Central NW 26 Del Amo/Tillman NW 27 Leapwood/Del Amo NW Layover - SouthBay Pavilion 01007,0001/349900.1 A-1-0 CITY OF CARSON - Transit Stops Carson Circuit Route H - Hemingway Park Stop No. Location Corner Layover - SouthBay Pavilion 1 Avalon/Del Amo NE 2 Avalon/Elsmere NE 3 Avalon/ 189th NE 4 Avalon/184th SE 5 Avalon/Victoria NE 6 Avalon/Colony Cove E 7 Avalon/Albertoni SE 8 Avalon/Walnut NE 9 Avalon/169th SE 10 Avalon/Gardena SE 11 Alondra/Avalon SE 12 Alondra/Haskins SW 13 McKinley/Alondra SW 14 Claude/McKinley NW 15 Claude/Visalia NW 16 Hemingway Memorial Park NW 17 Avalon/Gardena SW 18 169th/Avalon NW 19 Ambler/169th SW 20 Sherman/Billings NE 21 Walnut/Billings SE 22 Walnut/Mettler SE 23 Avalon/Albertoni SW 24 Avalon/Harbor Village W 25 Avalon/Victoria SW 26 Avalon/ 184th SW 27 Avalon/ 189th NW 2 8 Avalon/Elsmere SW W Layover - SouthBay Pavilion 010070001/349900 1 A-1-0 I:HIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) 1. A new Section 1.10 ("Prevailing Wages") is hereby added to the Agreement, to read as follows: "Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates, that Consultant and all subcontractors be registered with and pay the registration fee to the Department of Industrial Relations ("DIR"), Consultant be subject to the monitoring and enforcement by the DIR, and the performance of other requirements on "Public Works" and "Maintenance" projects. If the services are being performed as part of an applicable "Public Works" or "Maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Cityshall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws." H. Section 2.2 ("Method of Compensation") of the Agreement is hereby amended as follows (additions shown in bold italics, deletions in strip): "The method of compensation shall consist ofru*-inokKte--.k} a monthly lump sum payment in the amount set forth in Section I of Exhibit "C" upon eampletien; (ii) sepyiGes, less seatr-art r-etentienj (iii) payment fb; time and mawiais based upon th maintained, and (c,) the Centr--aaa Sum is- -not am-y-n-a-d-aw; or. (iv) suroh athar. mathAdR As; may be sYf.e, III. Section 2,4 ("Invoices") of the Agreement is hereby amended as follows (additions shown in bold italics, deletions in strikethraugh): "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 fello_�v_ing eateger; • labor ( y sub-..,teger�tfaVe�,—��a�te�i�a��l�s-equipment, az=crzvcxv ��cv ccrsv vireo. cavvx v oav crac 01007.0001r349M.1 A-1-1 such _atege 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 73, City will use its best efforts to cause Consultant to be paid within thirty (30) 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." IV. Section 3.4 ("Term") of the Agreement is hereby amended as follows (additions shown in bold italics, deletions in shiketlifeugh): "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for three and one-half (3.5) years (i.e. 42 months) from the effective date hereof (i.e. from January 1, 2020 through June 30, 2023). At City's option, and upon execution of a written agreement between the Parties, the foregoing Terni may be extended for up to two (2) one-year extension periods V. Section 4,5 ("Prohibition Against Subcontracting or Assignment") is hereby amended as follows (additions shown in bold italics, deletions in stFiketkmug )- "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 widbel-a- Owe empress wfi approval e fthe Gity. 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." 01007-0001134"M.1 A-1- VI. Section 6.1 ("Records") of the Agreement is hereby amended as follows (additions shown in bold italics, deletions in strilethr-eugh): "Consultant shall keep, and _ e ntr- ,,,*.,..... 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 atall time 7 by appointment 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." VII. Section 6.2 ("Reports") of the Agreement is hereby amended as follows (additions shown in bold italics, deletions in sWEetlifeugh): "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. As part of the Services, Consultantshall maintain all Service records as necessary for good business practices and as required by City, the Los Angeles County Metropolitan Transportation Agency, and applicable state and federal laws and regulations Such records shall be available to the City upon request of the Contract Officer. 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. The City will provide its report template(s) to Consultant to ensure information contained in the report(s) meets lite City's requirements " VIII. Section 7.7 ("Termination Prior to Expiration of Term") of the Agreement is hereby amended as follows (additions shown in bold italics, deletions in s#ikethr-augh): 01007.0001r349M.1 A-1-3 "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 sixty (60) thiFty(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." 01007.0001r349M i A-1-4 k 1 M DUJ Iu 1. Consultant shall perform the Services for a flat monthly fee of $8,150.00. H. Within the budgeted amounts for each task, and with the approval of the Contract Officer, funds may be shifted from one task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items describing the services performed. B. A statement of the flat monthly fee charged pursuant to Section I of this Exhibit. C. Line items for any approved reimbursable expenses claimed, with supporting documentation. IV. The total compensation for the Services shall not exceed $242M as provided in Section 21 of this Agreement. 01007.0001/349900.1 C-1 EXHIBIT "D" SCHEDULE OF PERFORMANCE L Consultant shall perform all Services on an ongoing basis throughout the Term of this Agreement in accordance with the following schedule: A. Each weekday (Monday — Friday): Perform routine cleaning and maintenance of all Transit Stops as set forth in Section I of Exhibit "A." II. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01007.00011349900.1 D-1 ilfff roved Page 1 of 2 ,a►coR&CERTIFICATE OF LIABILITY INSURANCE `�/`/` FDaTEIMY) OS/29/2D19/201 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willie Insurance Services of California, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: PHONE 1-877-945-7378 FAX 1 -BBB -467-2378 _IAIC,No_Ea11:_ IAIC No: EMAIL A DDRESS: certificatesewillia.aOM .� Nashville, TN 372305191 USA INSURER(SI AFFORDING COVERAGE NAIC0 INSURER A • Nonprofits' Insurance Alliance of Caiiforn C0815 _ INSURED Goodwill Serving the People of SOLaC INSURER 0: Everest Premier Insurance Company 16045 INSURER C: DBA: Links Sign Language Interpceting Service INSURER 0• 600 West Pacific Coast Highway Long Beach, CA 90606 USA INSURER E: INSURER F: S COVERAGES CERTIFICATE NUMBER: W22376101 REVISION NIIMPIER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE 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 POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSRTYPEDFIN5URANCE AOD ' POLICY EFF POLICY EXP LTR I POLICY NUMBER MMID(MMIDDFYY`YYl LIMITS X COMMERCIAL GENERAL LIABILITY CLAIMS -MA DE � OCCUR EACHOCCURRENCE S 1,000,000 PREMISES Eeoccurrenoe S 500,000 A Y T 2019-03683 06/01/2019 06/01/2020 MED EXP (Any one person) S 20, 000 PERSONAL S ADV INJURY 5 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ] JECOT- LOC GENERAL AGGREGATE S 3,000,000 PRODUCTS-COMPIOPAGG S 3,000,000 S OTHER I AUTOMOBILE LIABILITY =SINGLE LIMIT S 1,000r000 Ea acpdenl J( ANY AUTO BODILY INJURY (Per person) S A OWNED SCHEDULED AUTOS ONLY AUTOS y 7 2019-03683 06/01/2020 BODILY INJURY (Peracadenl) S HIRED NON•OWN£D AUTOS ONLY AUTOS ONLY 106,01,2019 PROPERTY DAMAGE S Per ecadent S A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 5,000,000 AGGREGATE S 5,000,000 EXCESS LIAB CLAIMS MADE 20I9-03683-UMB 06/01/2019 06/01/2020 DED I X I RETENTIONS 10,000 S B WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN ANYPROPRIETOR/PARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? NIA (Mandatory In NHI If yes, describe under DESCRIPTION OF OPERATIONS below T CC1WC00018-191 06/01/2019 06/01/2020 X PER DTH- STATUTE ER E.L. EACH ACCIDENT S 1,000,000 E L DISEASE - EA EMPLOYEE S 1,000,000 E L DISEASE -POLICY LIMIT 5 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, Additional Remarks Schedule, may be attached If mora space is required) This Voids and Replaces Previously Issued Certificate Dated 05/28/2019 WITH ID: W11347802. City of Carson, its elected and appointed officers, employees, volunteers and agents are included as an Additional Insured as respects to General Liability and Auto Liability. General Liability shall be Primary and Non -Contributory with any other insurance in force for or which may be City of Carson its elected and appointed officers, employees volunteers and agents 701 E. Carson Street Carson, CA 90745 L'MNt.GL.LJi SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE M* O 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SR ID: 18023297 BATCH. 1218112 AGENCY CUSTOMER ID: LOC #: A DROP ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis Insurance Services of California, Inc. Goodwill Serving the People of SOLAC DBA: Links Sign Language Interpreting Service 800 West Pacific Coast Highway POLICY NUMBER See Page I Long Beach, CA 90806 USA CARRIER MAIC CODE See Page I See Page 1 1 EFFECTIVE DATE. gee Page 1 THIS ADDITIONAL REMARKS FDRM IS A SCHEDULE TO ACORD FORM, FORM NUMBER 25 FORM TITLE: Certificate of Liability Insurance purchased by the City of Carson, its elected and appointed officers, employees, volunteers and agents. Waiver of Subrogation applies in favor of City of Carson, its elected and appointed officers, employees, volunteers and agents with respects to General Liability, Auto Liability and Workers Compensation, as permitted by law. AI..vmu 1U1 IzUuelU1) (F) 2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 19023297 BATCH: 1218112 CURT: W11376101 POLICY NUMBER: 2019-03683 COMMERCIAL GENERAL LIABILITY Named Insured- Goodwill, Serving the People of Southern Los Angeles Count CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carson, its elected and appointed officers, employees, volunteers and agents Information required to complete this Schedule, if not shown above. will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations. or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 m Insurance Services Office, Inc., 2012 Page 1 of 1 MNONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for fnsu►ance. A Heart for Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SOCIAL SERVICE PROFESSIONAL LIABILITY COVERAGE FORM Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization because of payments we make for injury or damage. NIAC E26 04 17 Page 1 of 1 MNONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head for Insurance. A Heart far Nonprofits. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE ONLY POLICY NUMBER: 2019-03683- NPO In consideration of the premium charged, it is understood and agreed that the following is added as an additional insured.- City nsured: City of Carson, its elected and appointed officers, employees, volunteers, and agents are additional insureds. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) But only as respects a legally enforceable contractual agreement with the Named Insured and only for liability arising out of the Named Insured's negligence and only for occurrences of coverages not otherwise excluded in the policy to which this endorsement applies. It is further understood and agreed that irrespective of the number of entities named as insureds under this policy, in no event shall the company's limits of liability exceed the occurrence or aggregate limits as applicable by policy definition or endorsement. NIAC Al 03 91 Page 1 of 1 POLICY NUMBER; 2019-03683- NPO COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following. AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: The City of Carson, its elected and appointed officers, employees volunteers and agents Endorsement Effective Date: 06/01/19 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization with whom you have a written contract currently in effect or becoming effective during the term of this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations I The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc.: 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be _2_% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER Notes: Job Description I . This endorsement may be used to waive the company's right of subrogation against named third parties who may be responsible for an injury. 2. The sentence in ( ) is optional with the company. It limits the endorsement to apply only to specific jobs of the insured, and only to the extent that the insured is required to obtain this waiver. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01119 Policy No. CCIWC00018 -191 Endorsement No. Insured Goodwill Serving 14e People of Insurance Company Everest National Insurance Southern Los Angeles County Company Countersigned By