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ATTACi�(�ihN�' 1�¢ MAINTENANCE AND TRADE SERVICES AGREEMENT CUSTODIAL MAINTENANCE SERVICES OSD 20-402 THIS AGREEMENT is made and entered into this 1St day of September 2019 between IMPERIAL MAINTENANCE SERVICES, INC. ("Contractor") whose address is 8830 Cherry Hills Place Stockton, CA 95209 and the CITY OF PLEASANTON, a municipal corporation ("City"). RECITALS A. Contractor is qualified and experienced in providing the work or services set forth in Exhibit A, B, C and D of this Agreement. B. City finds it necessary and advisable to obtain work or services from Contractor on a regular basis. NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows: 1. Term. The term of this Agreement commences on the date written above and will expire three yeazs from that date. The parties may extend this Agreement, by Amendment, for additional two (2), one- yeaz terms, not to exceed five yeazs for the total Agreement. If extended by Amendment, the cost of each one-yeaz term may increase only by the change in the consumer price index for the San Francisco - Oakland -San Jose Metropolitan Area (all items index; all urban consumers) for the twelve (12) month period ending in May each year as published by the Bureau of Labor Statistics, U.S. Department of Labor. 2. Services to be Performed. Contractor shall perform, or cause to be performed, the type of work that will consist of custodial maintenance services as described in Exhibit A, B, C and D. Compensation. Total compensation under this Agreement shall not exceed $3,314,316. Payment shall be made within thirty (30) days of receipt of Contractor's invoice and approval by City. 4. Indemnification. Contractor shall hold harmless, defend, and indemnify the City, its officers, agents and employees ("Indemnitees"), against any and all claims, costs, demands, causes of action, suits, losses, expenses, attorney's fees, or liability, arising from or in any manner related to Contractor's (includes Contractor's employees, agents, or subcontractors) negligent act or omission, whether alleged or actual, regazding the work or services performed or caused to be performed pursuant to this Agreement and any amendments thereto. Contractor shall not, however, be obligated to indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees. This indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or process used, constitutes an infringement of any patent issued by the United States. This indemnification provision shall survive termination or cancellation of the Agreement. Page � 1