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Home My WebLink AboutA8619 - GREATER PALM SPRINGS PRIDE, INC. HOLD HARMLESS AGREEMENT HOLD HARMLESS AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND GREATER PALM SPRINGS PRIDE,INC. This ,Hold Harmless Agreement ("Agreement") is entered into this _2nd day of November AC) , 2020, by and between the CITY OF PALM SPRINGS ("CITY") and GREATER PALM SPRINGS PRIDE, INC., a California nonprofit public benefit corporation, ("GPSP"). CITY and GPSP are sometimes referred to individually as Party and collectively as Parties. RECITALS A. CITY owns certain real property commonly known as the Palm Springs City Hall ("PROPERTY") located in the City of Palm Springs, Riverside County, California with an address of 3200 E. Tahquitz Canyon Way,Palm Springs, CA 92262. B. CITY is willing to allow GPSP to access a portion of PROPERTY, as further depicted in the attached Exhibit A'and, in consideration of such, GPSP intends to indemnify and hold harmless CITY from any and all liabilities that may arise from GPSP's presence oh the PROPERTY pursuant to this Agreement. C. CITY agrees to waive any fees for use of the PROPERTY by GPSP for the sole purpose of parking a crane on the west side of the parking lot to display a 30'x50' custom Pride flag on the PROPERTY. AGREEMENT 1. Access. CITY hereby agrees to allow GPSP to access and enter the PROPERTY for the sole purpose of parking a crane on the west side of the parking lot to display a 30'x50' custom Pride flag. GPSP agrees that it enters the PROPERTY at its sole cost and risk, and acknowledges that it has assumed the risk of entry upon the PROPERTY. 2. Term. GPSP's use of the PROPERTY will begin on November 6, 2020 and terminate on November 8,2020. 3. Termination. Either party may terminate this Agreement at any time by provide a reasonable written notice of termination. 4. Hold Harmless and Waiver a. CITY hereby agrees to allow GPSP to access and enter the PROPERTY for the sole purpose of parking a crane on the west side of the parking lot to display a 30'x50' custom Pride flag. GPSP agrees to hold harmless and indemnify CITY, its officers, employees, and agents, from any and all claims, demands, proceedings, expenses, injuries, losses, damages or liabilities of any kind, whether to persons or the PROPERTY, in law or in equity, resulting from or arising out of GPSP's use of the PROPERTY and this Agreement. The only exception to GPSP's�obligations under this 1 55575.18185\33409379.1 section is if the claim, demand, proceeding, expense, injury, loss, damage or liability results from CITY's gross negligence or willful misconduct. b. GPSP agrees that the hold harmless described herein applies to claims, demands, proceedings, expenses, injuries, losses, damages, or liabilities of any kind which are presently unknown and may arise in the future as a result of use of the PROPERTY pursuant to this Agreement. GPSP confirms that it is aware of the provisions of California Civil Code Section 1542,which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBT OR RELEASED PARTY. This Agreement is entered into in contemplation of Civil Code Section 1542 and GPSP hereby waives the benefits and protections of Civil Code Section 1542 and all other state or federal laws and decisional authority of similar effect. c. GPSP waives, releases, and discharges its own rights to bring any claims, demands, suits, causes of action or proceedings against CITY that GPSP would or may have resulting from or arising out of GPSP's use of the PROPERTY. 5. Indemnification. GPSP agrees to defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents or volunteers from and against any and all claims, damages, losses, expenses, fines, penalties,judgements, demands and defense costs, arising out of or in connection with the use of the PROPERTY. Except if such loss or damage resulted from the sole gross negligence or willful misconduct of the City. 6. Insurance. Prior to the signing of this Agreement, GPSP will have provided and CITY will have reviewed GPSP's insurance in order to determine the adequacy thereof. GPSP shall: a. Maintain, at a minimum, general liability insurance coverage of $1,000,000.00. b. Maintain such insurance in effect during the term of this Agreement. c. Have the CITY, its officers, employees, and agents named as additionally insured under all of such insurance prior to exercising any rights under this Agreement and provide CITY with a certified copy of the rider or modification affecting such requirement. GPSP shall also deliver a copy of all such policies to the CITY concurrently with execution of this Agreement. d. All of GPSP's insurance policies shall be amended to provide that such policies shall not be terminated or canceled or coverage reduced or limited without prior written notice to CITY. If GPSP fails to maintain insurance coverage for any period of 2 55575.18185\33409379.1 time during the Term of this Agreement, it will be considered an incurable breach of this Agreement and the CITY may immediately terminate the Agreement. 7. Authority to Enter Agreement. GPSP and CITY each respectively represent, covenant, and warrant that they are authorized to enter into and execute this Agreement and to bind each respective Party. 8. Binding on Successors. This Agreement is binding and will inure to the benefit of the respective successors and assigns of the PARTIES and will run with the land. 9. Entire Agreement. This Agreement contains the entire agreement between the PARTIES related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the PARTIES related to such matters. IN WITNESS WHEREOF,the parties have executed this Agreement as of the date set forth above. Dated: November 2, 2020 GREATER PALM SPRINGS PRIDE,INC. By: 4 Name: Ron deHarte Title: President&CEO Dated: odd Vt ,6 , 2D O CITY OF PALM SPRINGS • oftv By David H. Ready, Esq., City Manager _:.. 'APPROVED AS TO FORM: kk APPROVED BY CITY MANAGER r By. ��/� g eff allin r -• - : ,l City Attorney A ST: Clerk 3 55575.18185\33409379.1 EXHIBIT A Depiction of Property and Permissible Area for Use (Attachment Behind This Page) A-1 55575.18185\33409379.1 i .11° , 3 1 e. f • C7 E t .- .. Palm Springs City Clerk : a r , n4 I° FLAG LOCATION z l OPTION t a � Si' E I E 4" E Tahquitz Canyon Way-4- E Tahquitz Canyon Way 4- E Tahquitz Canyon Way .9- Kir _ * E Tahquitz Canyon Way . . -. `kir 1 El —, l I • A-2 55575.18185\33409379.1