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A8479 - PALM SPRINGS YOUTH LEAGUE (PSYL)
CONTRACT ABSTRACT Contract Company Name: Palm Springs Youth League Company Contact: Jason Martinez, League President Summary of Services: Use of City Ballfields, Facility Agreement Contract Price: Facility Agreement Fee $3,000 for season, and $1,000 for use of the concession stand during season Funding Source: N/A Contract Term: February 1, 2022 — June 30, 2022 Munis Contract Number: Contract Administration Lead Department: Contract Administrator: Parks and Recreation Jeannie Kays 2 Contract Approvals Council/ Community Redevelopment N/A Agency Approval Date: Agenda Item No./ Resolution No.: N/A Agreement No: A8479 Contract Compliance Exhibits: Signatures: Insurance: Bonds Contract prepared by: Janet Burns Submitted on: 02/03/22 N/A COMPLETED COMPLETED N/A By: Janet Burns, Senior Secretary Note: Season shortened from previous years at PSYL request AGREEMENT TO USE FACILITIES This Agreement to Use Facilities ("Agreement") is made and entered into this 1.1_itday of 'n, _, E�by and between the City of Paltn Springs ("City"), a municipal corporation, and the Paltnpr I gs Youth League ("PSYL") a baseball organization. The parties enter into this Agreement on the basis of the following facts and intensions: RECITALS WHEREAS, the City and PSYL are mutually Interested In and concerned with providing quality recreational activities for the youth of Palm Springs; and WHEREAS, it is recognized that through a cooperative agreement between the City and PSYL the community will be afforded the fulfillment of one of Its recreational goals for youth. NOW, THEREFORE, the City and PSYL do hereby mutually agree as follows: 1. INTENT OF AGREEMENT 1.1 It is the intent of this agreement to describe the responsibilities of the City and PSYL in their cooperative effort to effectively promote and provide baseball and softball for the youth of Palm Springs. 2. AREAS OF RESPONSIBILITY 2.1 Field Use and Scheduling 2.1.1 The City shall make available to PSYL the John Williams Little League fields (fields #1-4) and fields #5 and #6 located at Demuth Park from February until the last week in June, from 5:00 PM to 10:00 PM, Monday through Friday, and 8:00 AM to 10:00 PM, Saturday (John Williams fields only). City shall notify PSYL within twenty-four (24) hours prior to exercising its right to use the City facilities under this Section 2.1. 2.1.2 The City shall make available to PSYL, on a joint -use basis with other youth organizations, Cerritos Field the first week of March (pending Power Baseball's playoff season) until the last week in June from 5:00 PM to 10:00 PM, Monday through Friday, subject to City's right to use or lease to third parties in City facilities, which right City may exercise in its sole and absolute discretion. City shall notify PSYL within twenty-four (24) hours prior to exercising its right to use the City facilities under Section 2.1. Weekend and off-season use shall be requested on a separate Facility Use Application and submitted to the City's Director of Parks and Recreation one (1) month prior to use. 55575.18185\ 32662743.1 2.1.3 PSYL must inform the City if it intends to operate the concession at Demuth Park or if it will have a concessionaire operate the facility for it. The concessionaire must be approved by the City and must have a City business license in place by March 15, 2022. PSYL will pay a concession fee of One Thousand Dollars ($1,000) per year to the City. This concession payment will be spent on improvements to the concession stand. Improvement will be mutually agreed upon by City and PSYL in advance of any expenditure commitment. 2.1.4 The City shall make Demuth Community Center available for program registration based on availability during its normal operating hours to PSYL. 2.2 Membership, Registration and Bylaws 2.2.1 PSYL must ensure that its program is conducted in accordance with the regulations and bylaws of a nationally -known youth sports sanctioning body. It shall be the responsibility of the City to investigate concerns or complaints regarding violation of the statements and take appropriate action. 2.2.2 The City recommends that all coaching staff, referees and board members be currently certified in cardiopulmonary resuscitation (CPR) and first aid. 2.2.3 Any person having supervisory or disciplinary authority over any minor participating in the PSYL will have to submit to a criminal background screening as specified in California Public Resources Code Section 5164. Each PSYL coach or volunteer having supervisory disciplinary authority over any minor must complete the supplemental questions attached as Exhibit "A" and must concurrently submit to being fingerprinted. PSYL must submit a completed copy of Exhibit "A" and arrange for fingerprinting of each coach and volunteer before this Agreement screening for a particular individual, the screening shall include screening by the federal government. 2.3 Playing Equipment 2.3.1 PSYL shall be responsible for all supplies, equipment and uniforms relating to the program. 2.4 Compliance with Parks Rules and Regulations 2.4.1 PSYL agrees to support the City by informing its participants of park rules and regulations (Chapter 11.44 of the Palm Springs Municipal Code). 55575.18185\32662743.1 2.4.2 An adult designated by PSYL shall be present at all practices and games to enforce park rules and regulations. 2.5 Field Maintenance, Preparation and Utilities 2.5.1 A representative of the Parks and Recreation Department and the PSYL shall walk the facilities to review the conditions of the buildings and playing fields prior to the end of February and note items that need repair. The City shall arrange for the repair of appropriate items in a timely fashion. Any proposed capital improvements to the buildings and playing fields must be approved by both PSYL and the American Youth Soccer Organization (AYSO). 2.5.2 The City's Parks Division shall annually prepare the fields for play before the second week in March. 2.5.3 The City shall regularly water the playing fields, maintain the lawn areas and repair potholes. Failure of the City to perform the duties under this Section 2.5.2 shall not, however, be construed as a default hereunder or subject the City to any liability to PSYL or any users of the City facilities. 2.5.4 The City shall pay for the electrical power to light the fields for practice and league games at Demuth Park and Cerritos Field. The City shall replace and realign the field lights as needed. 2.5.5 PSYL shall purchase home plate, base pegs and pitching rubbers for each playing field they are assigned. The City will install and maintain home plate, base pegs and pitching rubbers at each playing field. The City shall provide the labor. 2.5.6 PSYL shall prepare all assigned fields for practices and games. The City will provide application of clay as necessary and provide chalk. 2.5.7 The PSYL shall submit its complete games and practice schedule to City ten (10) days prior to league play, along with the number of teams that have registered, and the total number of children registered in the program for department reporting purposes. 2.6 Communications 2.6.1 The City's assigned representative shall act as a resource liaison between the City and the PSYL person concerning operational matters. 2.6.2 PSYL shall provide the City annually with current PSYL rules and regulations. 55575.18185\32662743.1 2.7 Program Evaluation 2.7.1 PSYL agrees to provide the City with information necessary to monitor and evaluate PSYL's compliance with this Agreement. 2.7.2. Program evaluation shall occur as needed throughout the season and formally at the conclusion of the season._ 2.7.3 PSYL agrees to provide monthly attendance numbers for daily practices, games, and tournaments to the Parks and Recreation Department. Attendance numbers must be submitted to the department the last day of each month for reporting purposes. 2.8 Compensation for Park Use 2.8.1 For use of the fields, PSYL shall make compensation to the City of Three Thousand dollars ($3,000), due on March 1, 2022. PSYL also agrees to paint the backstops wooden panels on all eight (8) fields located at Demuth Park (fields 5-8 are to be completed by March 15, 2022, and fields 1-4 are to be completed by June 1, 2022). Backstops are to be painted forest green. 2.8.2 Late Payment PSYL hereby acknowledges that late payment by PSYL to the City of amounts due hereunder will cause the City to incur costs not contemplated by this Agreement, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sums to be paid by PSYL not paid within ten (10) days of its due date shall be subject to five percent (5%) late charge. PSYL and the City agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to the City for its loss suffered by such late payment by PSYL. 3. INSURANCE AND INDEMNIFICATION 3.1 PSYL 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: a. Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per -occurrence basis. A combined single limit of $1,000,000.00. 55 575.18185\3 2662743.1 b. Workers' Compensation Insurance. To the extent required by Labor Code section 3700. In the event PSYL hires an employee so defied in the Labor Codes Workers Compensation Section, a policy of workers compensation insurance shall be procured and maintained in such amount as will fully comply with the laws of the State of California and that shall indemnify, insure and provide legal defense for both PSYL and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any person retained by PSYL in the course of carrying out the work or service contemplated in this Agreement. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, PSYL shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 3.1 to the Contract Officer. No work or services under this Agreement shall commence until PSYL has provided City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages said certificates of insurance of binders are approved by City. PSYL agrees that the provisions of this Section 3.1 shall not be construed as limiting in any way the extent to which PSYL may be held responsible for the payment of damages to any persons or property resulting from PSYL's activities or the activities of any person or persons for which PSYL is otherwise responsible. In the event PSYL subcontracts any portion of the work in compliance with Section 8.4 of this Agreement, the contract between PSYL and such subcontractor shall require the subcontractor to maintain the same policies of insurance that PYSL is required to maintain pursuant to this Section 3.1 55 575.18185\3 2662743.1 3.2 Indemnification PSYL agrees to indemnify and defend the City, its officers, agents and employees against and shall hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities) that may be asserted or claimed by any persons, firm or entity arising out of or in connection with the activities at the Facility of PSYL, its agents, employees or invitees, or arising from the negligent acts or omissions of PSYL, or arising from PSYL's negligent performance of or failure to perform any term, provisions, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) PSYL shall defend any action or actions filed in connection with any of said claims or liabilities and shall pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith: (b) PSYL shall promptly pay any judgement rendered against the City, its officers, agents or employees for any claims or liabilities arising out of or in connection with negligent performance of or failure to perform such work, operations or activities of PSYL hereunder; and PSYL 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 PSYL 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 PSYL hereunder, PSYL agrees to pay 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. 3.3 Sufficiency of Insurer or Surety Insurance of bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, "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 55575.18185\32662743.1 unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. 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, PSYL agrees that the minimum limits of the insurance policies and the performance bond required by this Section 3 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that PSYL shall have the right to appeal a determination of increased coverage by the Risk Manager, to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 4. WAIVER OF UTILITY FAILURE 4.1 PSYL expressly waives any and all claims to the City for compensation for any and all losses or damages sustained for any reason or any defect, deficiency or impairment of any utility system, water supply system, drainage system, electrical apparatus or wires serving Demuth Park and Cerritos Field with respect to the loss of the fields for PSYL functions. 5. ENFORCEMENT OF AGREEMENT 5.1 California Law This Agreement shall be construed and interpreted 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 Riverside, State of California, or any other appropriate court in such county, and PSYL covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 5.2 Disputes In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of the section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein 55575.18185\3 2662743.1 shall limit City's or PSYL's right to terminate this Agreement without cause pursuant to Section 5.8. 5.3 Retention of Funds PSYL hereby authorizes City to deduct from any amount payable to PSYL (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, liabilities or damage suffered by City, and (ii) all amounts for which City may be liable to third parties by reason of PSYL's acts or omissions in performing or failing to perform PSYL's obligation under this Agreement. In the event that any claim is made by a third party, the amount of validity of which is disputed by PSYL, or any indebtedness shall exist that shall appear to be the basis for a claim or lien, City may withhold from any payment due, without liability for interest because of such withholding from any payment due, without liability for interest because of such withholding, any 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 PSYL to insure, indemnify and protect City as elsewhere provided herein. 5.4 Waiver 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. A party's consent to or approval of any act by the other party requiring the parry's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either parry of any default must be in writing and shall not be a waiver of any other default concerning the same of any other provision of this Agreement. 5.5 Rights 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. 5.6 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 and 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 remedy consistent with the purposes of this Agreement. 55575.18185\32662743.1 5.7 Termination Prior to Expiration of Term This Section shall govern any termination of this Agreement except as specifically provided in the following section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to PSYL, except that where termination is due to the fault of PSYL, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, PSYL reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to City, except that where termination is due to the fault of City, the period of notice may be such shorter time as PSYL may determine. 5.8 Attorney's Fees If either parry 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 that may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and, in addition, a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigation such action, taking depositions and discovery, and all other necessary costs the court allows that 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. 6. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 6.1 Non -Liability of City Officers and Employees No officer or employee of the City shall be personally liable to PSYL, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to PSYL or to its successor, or for breach of any obligation of the terms of this Agreement. 6.2 Non -Liability of PSYL Officers and Employees No officer or employees of PSYL shall be personally liable to the City, or any successor in interest, in the event of any default or breach by PSYL or for any amount that may become due to City or to its successor, or for breach of any obligation of the terms of this Agreement. 55575.18185\32662743.1 6.3 Conflict of Interest 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 that affects his/her financial interest or the financial interest of any corporation, partnership or association in which he is directly or indirectly interested, in violation of any state statute or regulation. PSYL warrants that it has not paid or given an shall not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Covenant Against Discrimination In connection with its performance under this Agreement, PSYL shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 7. MISCELLANEOUS PROVISIONS 7.1 Notice Any notice, demand, request, document, consent, approval or communication either party 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, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263-2743, and, in the case of PSYL, to the person at the address designated in Section 8.1. 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. 55575.18185\32662743.1 7.2 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 that might otherwise apply. 7.3 Integration; Amendment 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 7.4 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs or sections contained in the 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 hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is no material that this invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 7.5 Corporate Authority The persons on 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. 8. COORDINATION 8.1 Representative of PSYL PSYL's representatives to coordinate with the City regarding operational matter is: President or Designee of PSYL Jason Martinez 55575.18185\32662743.1 Vice -President or Designee of PSYL Robert Salgado 3965 E. Mesquite Avenue Palm Springs, CA 92264 8.2 City Representative The City shall assign a representative to coordinate with PSYL regarding operational matters. 8.3 Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of PSYL, its principals and employees, were substantial inducement for City to enter into this Agreement. Therefore, PSYL shall not contract with any other entity to perform, in whole or in part, the services required hereunder without the express written approval of 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 persons or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of PSYL, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfers, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release PSYL or any surety of PSYL of any liability hereunder without the express consent of City. 8.4 Independent Contractor Neither City nor any of its employees shall have any control over the manner, mode or means by which PSYL, its agents or employees, preforms the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of PSYL's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. PSYL shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contract with only such obligations as are consistent with the role. PSYL shall not at any time 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 PSYL in its business or otherwise or a joint venture or a member of any joint enterprise with PSYL. 9. TERM 9.1 Unless earlier terminated in accordance with section 5.7 of this Agreement, the term of this Agreement shall be for a period of six (6) months commencing on 55575.18185\3 2 662 743.1 February 1, 2022, And terminaling on .1une 30, 2022. At the discretion of the City Manager, this Agreement may he extended for two (2) ti month terms upon expiration of the original agreetnent IN VIq'1'NFSS WHEREOr, the parties have executed and entered Into this Agreement as of the date first Witten above. ATTEST, BY CITY OF PALM SPRINGS, A municipal corporation Y�Ilsl --- By • Clerk Justin CI on City Manager F BY: —.,... Jeff ll'eer/60'reA"itorney 555 75-18185\32662743.1 "PSYL" Palm Springs Youth League B: Its: L t✓ fiG�a` h}; acoREP CERTIFICATE OF LIABILITY INSURANCE T IS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFF THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(: OR PRODUCER AND THE CERTIFICATE HOLDER. I ORTANT: If the cent ficate O der Is an ADDITlO AL S RED, the po cy es must have ADDITIO AL St SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an certificate does not confer rights to the certificate holder in lieu of such endorsementtis) � �n ti n ile,nn I Inn PRODUCER K&K Insurance Group, Inc. 1712 Magnavox Way Fort Wayne, IN 46804 1-800-426-2889 INSURER(S) AFFORDING CO' INSURER A: Nationwide Mutual Insure INSURED Palm Springs Youth League INSURERS: DBA: Palm Springs Youth League INSURER C: 3965 E Mesquite Ave INSURER D: Palm Springs, CA 92264 INSURERS: A Member of the Sports, Leisure & Entertainment RPG INSURER F: COVERAGES CERTIFICATE NUMBER: 000001680 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED TRACT OR OTHER PEC OF ANY CON ISSUED ORTMAYYIPERT N, THE INSURANCE A FORDEDNBY THE POLICI S DESCRIBED HEREIN IS SUB ECT TITH R ANY REQUIREMENT, TO ALL TE SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Po CY EFF POLICY EXP NSR ADDL SUBR POLICY NUMBER MMIDD MMIDD LTR TYPE OF INSURANCE INSD WVD A [XK[Co�MMERCIA�LrrNFRALUABILITY X 6BRpG0000007258600 1 02 PM EDT 012005'2� EACH OCCU UMWZM OCCUR PREMISES MED EXP (A GEN'L AGGREGATE uMi I Arruca (— POLICY ❑ PRO ❑ LOC JECT OTHER: A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS SCHEDULED ONLY X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY X Not provided while in Hawali.HAWAII UMBREI Lu, OCCUR EXCESSS L-I1AB CLAIMS•MADE DED 1 I RETENTION EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERI Y I NN EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) it yes, describe under DESCRIPTION OF OPERATIONS below PERSONAL GENERAL A PRODUCTS LEGAL LIAB DATE (MMIDDNYYY) 04107/2021 (TIFICATE HOLDER. THIS BY THE POLICIES BELOW. ORIZED REPRESENTATIVE ry Slons or be endorsed. If ment. A statement on this 1-260-459-5105 NAIC # 23787 REVISION NUMBER: FOR THE POLICY PERIOD INDICATED. TO WHICH THIS CERTIFICATE MAY BE AS. EXCLUSIONS AND CONDITIONS OF LIMITS $1,000,000 $1,000,000 person) INJURY $1 )MPIOPAGG $1,000,000 .LIABILITY $1.000,000 PARTICIPANTS $1,000,000 M $1,000,000 11:02 PM EDT 12:01 AM BODILY INJURY (Per person) BODILY INJURY (Per accident) PeracIdent' EACH OCCU� RENCE AGGREGATEp I STATU OTHER EL EACH ACICIDEIdT E.L DISEASE -EA EMPLOYEE EL DISEASE -POLICY LIMIT A MEDICAL PAYMENTS FOR PARTICIPANTS __. _ 04/05/2021 O4/05/2022 PRIMARY MEDICAL 11:02 PM EDT 12:31 AM EXCESS MEDICAL DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks schedule, may be attached If more space is required) o Legal Liability to Participants (& Under, 13-15; Softballlimit is a per rAge(s)ence m12 & Under, 13-15 Sport(s): Baseball Age(, 12 each occurrence (included above)/$11000,000 aggregate (included above Sexual Abuse or Sexual Molestation Liability - $1,000,000 The Certificate holder is added as an additional insured, but only for liability caused, in whole or in part, by d insured. the acts or of the name ........ SHOULD ANY OF IHtIAtsUvr- Ur-Q%1F ru , ,-...-•.-•-- -- - __ City of Palm Springs-Attn: City Clerk THE EXPIRATION DATE THEREOF, NOTICE WILL BjDELIVERED IN dba Palm Springs Youth League ACCORDANCE WITH THE POLICY PROVISIdNS. P.O. Box 2743 AUTHORIZED REPRESENTATIVE Palm Springs, 92262 Owner/Manager/Lessor of Premises Coverage is only extended to U.S. events and activities. NOTICE TO TEXAS INSUREDS: The Insurer for the purchasing group may not be subject to all the insurance laws and regulation of the State of Texas ©1988-201 f ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6BRPG0000007258600 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. l ADDITIONAL INSURED - DESIGNATED C PERSON OR ORGANIZATION f This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons Or Organization(s)U City of Palm Springs-Attn: City Clerk dba Palm Springs Youth League P.O. Box 2743 Palm Springs, 92262 Named Insured: Palm Springs Youth League Information required to complete this Schedule if not shown above will be shown in the Declaration's. I 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 insu"rance afforded to these additional] Insureds, the follo ing is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreementl, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contrac or agreement; or 2. Available under the applicable Limits of Insurance shown in the DeclaratI a ; whichever is less. T This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 AGREEMENT TO USE FACILITIES This Agreement to Use Facilities ("Agreement") is made and entered into this day of , 2020, by and between the City of Palm Springs ("City"), a municipal corporation., and the Palm Springs Youth League ("PSYL") a baseball organization. The parties enter into this Agreement on the basis of the following facts and intensions: RECITALS WHEREAS, the City and PSYL are mutually interested in and concerned with providing quality recreational activities for the youth of Palm Springs; and WHEREAS, it is recognized that through a cooperative agreement between the City and PSYL the community will be afforded the fulfillment of one of its recreational goals for youth. NOW, THEREFORE, the City and PSYL do hereby mutually agree as follows: 1. INTENT OF AGREEMENT 1.1 It is the intent of this agreement to describe the responsibilities of the City and PSYL in their cooperative effort to effectively promote and provide baseball and softball for the youth of Palm Springs. 2. AREAS OF RESPONSIBILITY 2.1 Field Use and Scheduling 2.1.1 The City shall make available to PSYL the John Williams Little League fields and fields #5 and #6 located at Demuth Park from the first week in March until the third week in August, from 5:00 pm to 10:00 pm, Monday through Friday, and 8:00 am to 10:00 pm, Saturday (John Williams fields only). During the winter season, Fields #5 and #6 will also be available to PSYL from August through December 15, 2020 from 5:00 pm to 8:30pm for PSYL practices. City shall notify PSYL within twenty-four (24) hours prior to exercising its right to use the City facilities under this Section 2. L 2.1.2 The City shall make available to PSYL, on a joint -use basis with other youth organizations, Cerritos Field the first week of March (pending Powers playoff season) until the third week in August from 5:00 pm to 10:00 pm, Monday through Friday, subject to City's right to use or lease to third parties in City facilities, which right City may exercise in its sole and absolute discretion. City shall notify PSYL within twenty-four (24) hours prior to exercising its right to use the City facilities under Section 2.1. Weekend and off-season use shall be 55575.18185\32662743.1 requested on a separate facility use application and submitted to the City's Director of Parks and Recreation one (1) month prior to use. 2.1.3 PSYL must inform the City if it intends to operate the concession at DeMuth Park or if it will have a concessionaire operate the facility for it. The concessionaire must be approved by the City and must have a City business license in place by March 15, 2020. PSYL will pay a concession fee of One Thousand Dollars ($1,000) per year to the City. This concession payment will be spent on improvements to the concession stand. Improvement will be mutually agreed upon by City and PSYL in advance of any expenditure commitment. 2.1.4 They City shall make Demuth Community Center available for program registration based on availability during its normal operating hours to PSYL. 2.2 Membership, Registration and Bylaws 2.2.1 PSYL must insure that its program is conducted in accordance with the regulations and bylaws of a nationally -known youth sports sanctioning body. It shall be the responsibility of the City to investigate concerns or complaints regarding violation of the statements and take appropriate action. 2.2.2 The City recommends that all coaching staff, referees and board members be currently certified in cardiopulmonary resuscitation (CPR) and first aid. 2.2.3 Any person having supervisory or disciplinary authority over any minor participating in the PSYL will have to submit to a criminal background screening as specified in California Public Resources Code Section 5164. Each PSYL coach or volunteer having supervisory disciplinary authority over any minor must complete the supplemental questions attached as Exhibit "A" and must concurrently submit to being fingerprinted. PSYL must submit a completed copy of Exhibit "A" and arrange for fingerprinting of each coach and volunteer before this Agreement screening for a particular individual, the screening shall include screening by the federal government. 2.3 Playing Equipment 2.3.1 PSYL shall be responsible for all supplies, equipment and uniforms relating to the program. 2.4 Compliance with Parks Rules and Regulations 5 55 75.18185\32662743.1 2.4.1 PSYL agrees to support the City by informing its participants of park rules and regulations (Chapter 11.44 of the Palm Springs Municipal Code). 2.4.2 An adult designated by PSYL shall be present at all practices and games to enforce park rules and regulations. 2.5 Field Maintenance, Preparation and Utilities 2.5.1 A representative of the Parks and Recreation Department and the PSYL shall walk the facilities to review the conditions of the buildings and playing fields prior to the end of February and note items that need repair. The City shall arrange for the repair of appropriate items in a timely fashion. Any proposed capital improvements to the building must be approved by both PSYL and the American Youth Soccer Organization (AYSO). 2.5.2 The City's Parks Division shall annually prepare the fields for play before the second week in March. 2.5.3 The City shall regularly water the playing fields, maintain the lawn areas and repair potholes. Failure of the City to perform the duties under this Section 2.5.2 shall not, however, be construed as a default hereunder or subject the City to any liability to PSYL or any users of the City facilities. 2.5.4 The City shall pay for the electrical power to light the fields for practice and league games at DeMuth Park and Cerritos Field. The City shall replace and realign the field lights as needed. 2.5.5 PSYL shall purchase home plate, base pegs and pitching rubbers for each playing field they are assigned. The City will install and maintain home plate, base pegs and pitching rubbers at each playing field. The City shall provide the labor. 2.5.6 PSYL shall prepare all assigned fields for practices and games. The City will provide application of clay as necessary and provide chalk. 2.5.7 The PSYL shall submit its complete games and practice schedule to City ten (10) days prior to league play, along with the number of teams that have registered and the total number of kids registered in the program for department reporting purposes. 2.6 Communications 55 575.18185\32662743.1 2.6.1 The City's assigned representative shall act as a resource liaison between the City and the PSYL person concerning operational matters. 2.6.2 PSYL shall provide the City annually with current PSYL rules and regulations. 2.7 Program Evaluation 2.7.1 PSYL agrees to provide the City with information necessary to monitor and evaluate PSYL's compliance with this Agreement. 2.7.2. Program evaluation shall occur as needed throughout the season and formally at the conclusion of the season._ 2.7.3 PSYL agrees to provide monthly attendance numbers for daily practices, games, and tournaments to the Parks and Recreation Department. Attendance numbers must be submitted to the department the last day of each month for reporting purposes. 2.8 Compensation for Park Use 2.8.1 For use of the fields, PSYL shall make compensation to the City of Three Thousand dollars ($3,000), due on March 1. PSYL also agrees to paint the backstops wooden panels on all eight (8) fields located at Demuth Park (fields 5-8 are to be completed by March 15, 2020 and fields 1-4 are to be completed by June 1, 2020). Backstops are to be painted forest green. 2.8.2 Late Payment PSYL hereby acknowledges that late payment by PSYL to the City of amounts due hereunder will cause the City to incur costs not contemplated by this Agreement, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sums to be paid by PSYL not paid within ten (10) days of its due date shall be subject to five percent (5%) late charge. PSYL and the City agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to the City for its loss suffered by such late payment by PSYL. 3. INSURANCE AND INDEMNIFICATION 3.1 PSYL 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: 55575.18185\32662743.1 a. Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per -occurrence basis. A combined single limit of $1,000,000.00. b. Workers' Compensation Insurance. To the extent required by Labor Code section 3700. In the event PSYL hires an employee so defied in the Labor Codes Workers Compensation Section, a policy of workers compensation insurance shall be procured and maintained in such amount as will fully comply with the laws of the State of California and that shall indemnify, insure and provide legal defense for both PSYL and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any person retained by PSYL in the course of carrying out the work or service contemplated in this Agreement. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled, PSYL shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 3.1 to the Contract Officer. No work or services under this Agreement shall commence until PSYL has provided City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages said certificates of insurance of binders are approved by City. PSYL agrees that the provisions of this Section 3.1 shall not be construed as limiting in any way the extent to which PSYL may be held responsible for the payment of damages to any persons or property resulting from PSYL's activities or the activities of any person or persons for which PSYL is otherwise responsible. In the event PSYL subcontracts any portion of the work in compliance with Section 8.4 of this Agreement, the contract between PSYL and 55575.18185\32662743.1 such subcontractor shall require the subcontractor to maintain the same policies of insurance that PYSL is required to maintain pursuant to this Section 3.1 3.2 Indemnification PSYL agrees to indemnify and defend the City, its officers, agents and employees against and shall hold and save them and each of them harmless from any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities) that may be asserted or claimed by any persons, firm or entity arising out of or in connection with the activities at the Facility of PSYL, its agents, employees or invitees, or arising from the negligent acts or omissions of PSYL, or arising from PSYL's negligent performance of or failure to perform any term, provisions, covenant or condition of this Agreement, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) PSYL shall defend any action or actions filed in connection with any of said claims or liabilities and shall pay all costs and expenses, including legal costs and attorney's fees incurred in connection therewith: (b) PSYL shall promptly pay any judgement rendered against the City, its officers, agents or employees for any claims or liabilities arising out of or in connection with negligent performance of or failure to perform such work, operations or activities of PSYL hereunder; and PSYL 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 PSYL 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 PSYL hereunder, PSYL agrees to pay 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. 3.3 Sufficiency of Insurer or Surety 55575.18185\32662743.1 Insurance of bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, "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. 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, PSYL agrees that the minimum limits of the insurance policies and the performance bond required by this Section 3 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that PSYL shall have the right to appeal a determination of increased coverage by the Risk Manager, to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 4. WAIVER OF UTILITY FAILURE 4.1 PSYL expressly waives any and all claims to the City for compensation for any and all losses or damages sustained for any reason or any defect, deficiency or impairment of any utility system, water supply system, drainage system, electrical apparatus or wires serving DeMuth Park and Cerritos Field with respect to the loss of the fields for PSYL functions. 5. ENFORCEMENT OF AGREEMENT 5.1 California Law This Agreement shall be construed and interpreted 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 Riverside, State of California, or any other appropriate court in such county, and PSYL covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 5.2 Disputes In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be 55575.18185\32662743.1 necessary. Compliance with the provisions of the section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's or PSYL's right to terminate this Agreement without cause pursuant to Section 5.8. 5.3 Retention of Funds PSYL hereby authorizes City to deduct from any amount payable to PSYL (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, liabilities or damage suffered by City, and (ii) all amounts for which City may be liable to third parties by reason of PSYL's acts or omissions in performing or failing to perform PSYL's obligation under this Agreement. In the event that any claim is made by a third party, the amount of validity of which is disputed by PSYL, or any indebtedness shall exist that shall appear to be the basis for a claim or lien, City may withhold from any payment due, without liability for interest because of such withholding from any payment due, without liability for interest because of such withholding, any 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 PSYL to insure, indemnify and protect City as elsewhere provided herein. 5.4 Waiver 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. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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 of any other provision of this Agreement. 5.5 Rights 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. 5.6 Legal Action 55575.18185\32662743.1 In addition to any other rights or remedies, either party may take legal action in law or in equity, to cure, correct or remedy and 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 remedy consistent with the purposes of this Agreement. 5.7 Termination Prior to Expiration of Term This Section shall govern any termination of this Agreement except as specifically provided in the following section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to PSYL, except that where termination is due to the fault of PSYL, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, PSYL reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to City, except that where termination is due to the fault of City, the period of notice may be such shorter time as PSYL may determine. 5.8 Attorney's 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 that may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and, in addition, a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigation such action, taking depositions and discovery, and all other necessary costs the court allows that 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. 6. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 6.1 Non -Liability of City Officers and Employees No officer or employee of the City shall be personally liable to PSYL, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to PSYL or to its successor, or for breach of any obligation of the terms of this Agreement. 6.2 Non -Liability of PSYL Officers and Employees No officer or employees of PSYL shall be personally liable to the City, or any successor in interest, in the event of any default or breach by PSYL or for any 55575.18185\32662743.1 amount that may become due to City or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest 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 that affects his/her financial interest or the financial interest of any corporation, partnership or association in which he is directly or indirectly interested, in violation of any state statute or regulation. PSYL warrants that it has not paid or given an shall not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Covenant Against Discrimination In connection with its performance under this Agreement, PSYL shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 7. MISCELLANEOUS PROVISIONS 7.1 Notice Any notice, demand, request, document, consent, approval or communication either party 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, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263-2743, and, in the case of PSYL, to the person at the address designated in Section 8.1. Either party may change its address by notifying the 55575.18185\32662743.1 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. 7.2 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 that might otherwise apply. 7.3 Integration; Amendment 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 7.4 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs or sections contained in the 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 hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is no material that this invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 7.5 Corporate Authority The persons on 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. 8. COORDINATION 8.1 Representative of PSYL 5 5 5 75.1818 5 \3 2662743.1 PSYL's representative to coordinate with the City regarding operational matter is: President or Designee of PSYL Jason Martinez 3965 E. Mesquite Avenue Palm Springs, CA 92264 8.2 City Representative The City shall assign a representative to coordinate with PSYL regarding operational matters. 8.3 Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of PSYL, its principals and employees, were substantial inducement for City to enter into this Agreement. Therefore, PSYL shall not contract with any other entity to perform, in whole or in part, the services required hereunder without the express written approval of 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 persons or group of persons acting in concert of more than twenty-five (25%) of the present ownership and/or control of PSYL, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfers, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release PSYL or any surety of PSYL of any liability hereunder without the express consent of City. 8.4 Independent Contractor Neither City nor any of its employees shall have any control over the manner, mode or means by which PSYL, its agents or employees, preforms the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of PSYL's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. PSYL shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contract with only such obligations as are consistent with the role. PSYL shall not at any time 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 PSYL in its business or otherwise or a joint venture or a member of any joint enterprise with PSYL. 55575.18185\32662743.1 9. TERM 9.1 Unless earlier terminated in accordance with section 5.7 of this Agreement, the term of this Agreement shall be for a period of nine (9) months commencing on March 1, 2020 and terminating on December 15, 202.1 At the discretion of the City Manager, this Agreement may be extended for two (2) 9 month terms upon expiration of the original agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. ATTEST: By:Avt�'�A�: ony J. Mej , M Jerk By: JeWBa(er, Cit ttorney 55575.18185\32662743.1 CITY OF PALM SPRINGS, A municipal corporation B avid H. Ready City Manager "PSYL" Palm Springs Youth League B)�.� Its:J� APPROVED BY MY MANAGER 4 " 8 -7� �,. 30�( .. , I Qb C� z s