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Home My WebLink AboutC-9471-2 - Assignment and Amendment No. One to On-Call JSA for On-Call Janitorial Services(J (-' ASSIGNMENT AND AMENDMENT NO. ONE TO ON -CALL JANITORIAL ? SERVICES AGREEMENT WITH ZEROREZ, INC. FOR (zy- ON -CALL JANITORIAL SERVICES V THIS ASSIGNMENT AND AMENDMENT NO. ONE TO ON -CALL JANITORIAL SERVICES AGREEMENT (to be referenced as "Assignment" or "Amendment No. One") is made and entered into as of this 10th day of December, 2024 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ZEROREZ, INC., a Delaware corporation, whose address is 772 East Utah Valley Drive, Suite 120, American Fork, UT 84003, and is made with reference to the following: RECITALS A. On November 20, 2023, City and ZSC, LLC, a California limited liability company ("ZSC, LLC'), entered into an On -Call Janitorial Services Agreement ("Agreement") to perform on -call janitorial services for City ("Project"). B. As of June 18, 2024, ZSC, LLC, converted into Zerorez, Inc., a Delaware Corporation ("Zerorez, Inc."). C. The parties desire to enter into this Assignment to assign the rights under the Agreement from ZSC, LLC to Zerorez, Inc. D. In addition, the parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, as amended, to extend the term of the Agreement to November 19, 2028, and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. ASSIGNMENT Zerorez, Inc., hereby accepts such assignment and hereby assumes, agrees and undertakes to perform all obligations of ZSC, LLC, pursuant to the Agreement. Any reference to ZSC, LLC and/or Contractor in the Agreement, shall be deemed to be a reference to Zerorez, Inc. 2. CITY CONSENT TO ASSIGNMENT Pursuant to Section 15 of the Agreement, City approves of this Assignment. 3. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on November 19, 2028, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be deleted in its entirety and replaced with the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to this Amendment No. One shall be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be deleted in its entirety and replaced with the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit B to this Amendment No. One shall be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Contractor for the Services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractor's compensation for all Service performed in accordance with this Agreement, including all reimbursable items, shall not exceed Seventy Five Thousand Dollars and 00/100 ($75,000.00), without prior written amendment to the Agreement." The total amended compensation reflects Contractor's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Fifty Thousand Dollars and 00/100 ($50,000.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. 5. COUNTERPARTS This Assignment Agreement and Amendment No. One may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] ZEROREZ, INC. Page 2 IN WITNESS WHEREOF, the parties have caused this Assignment Agreement and Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: I2/05 d 2 o L N CITY OF NEWPORT BEACH, a California municipal corporation Date: /2- J -Zq /� By: -F By: ) Aaro C. Harp �hld David Webb City Attorney a�3/y Director of Public Works ATTEST: Date: By: 4441k Leilani I. Brown City Clerk ASSIGNOR: ZSC, LLC, a California limited liability company Date: Signed in Counterpart Bv: Lawrence L. Sanders Managing Partner ASSIGNEE: ZEROREZ, INC., a Delaware corporation Date: Signed in Counterpart Bv: Lawrence L. Sanders Manager/Authorized Signer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates ZEROREZ, INC. Page 3 IN WITNESS WHEREOF, the parties have caused this Assignment Agreement and Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date:_ r 3/25 1-�-! By: Aar C. Harp City Attorney a�3� Y ATTEST: Date: in Leilani I. Brown City Clerk Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: By: David Webb Director of Public Works ASSIGNOR: ZSC, LLC, a California limited liability company Date:% /: o /,�2 L� By� _ awre Sanders Man q Partner ASSIGNEE: ZEROREZ, INC., a Delaware corporation Date: % -�,l /a By:,�, Lai Ma [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates anders arized Signer ZEROREZ, INC. Page 3 EXHIBIT A SCOPE OF SERVICES ZEROREZ, INC. Page A-1 Scope of Services Contractor will be called upon to clean carpets at multiple buildings throughout the City on an as needed basis. Potential cleaning locations included in this Scope: Civic Center Corporate Yard Utilities Yard Police Station Fire Stations Lifeguard Stations Recreation Facilities Library Facilities Any other carpeted facility maintained by the City of Newport Beach Contractor Supplied Equipment The Contractor shall supply all transportation, tools and equipment necessary for completing all work related to provided services, covered within the unit cost (e.g., vehicles, fuel surcharge, delivery, tools of the trade, etc.) Invoicing All invoices for on -call services must include: • Brief description of the work performed • Date the services were performed • Number of units and frequency of services per the cost file • Contracted rates per cost file Invoices shall be submitted monthly. Unit rates shall include supplies, materials, transportation, disposal, delivery, pickup, etc. Services to be Provided Contractor uses a patented water technology called ZR water. Water is first ran through a water softener to remove all hard water. Water then goes through an electric generator that raises the pH. Water is loaded up on Contractor trucks and brought to the cleaning location. High pH (Alkaline water), acts a surfactant without the need to use soap or harsh chemicals. EXHIBIT B SCHEDULE OF BILLING RATES ZEROREZ, INC. PageB-1 Carpet cleaning Stairways Upholstery Cleaning - Civic Center * Billing Rates Up to 500 sqft (without moving to different location) _ $199 Up to 1,000 sqft (without moving to different location) _ $299 Over 1,000 sqft = $0.25 / sqft Set up fee for additional buildings at each location = $50 per building $90/each Chairs = $25 each Sofas = $50 each * Upholstery cleaning at other facilities will be quoted per project.