HomeMy WebLinkAboutA7096 - VOHNE LICHE KENNELS INC - CANINE ACQUISITIONS , TRAINING , AND CERTIFICATION SERVICESCONTRACT ABSTRACT
Contract
Company Name:
Company Contact:
Summary of Services:
Contract Price:
Funding Source:
Contract Term:
Contract Administration
Lead Department:
Contract Administrator:
Contract Approvals
Vohne Liche Kennels, Inc.
Kenneth D. Licklider, Owner
Amendment to Contract Services Agreement for Canine Acquisition, Traininl-
and Certification Services
FY 22/23
Palm Springs Police Department
Melissa Desmarais, Police Captain
Council/ Community Redevelopment
Agency Approval Date:
Agenda Item No./ Resolution No.
April 21, 2022 on�Vo cyr"k
IL Ij CC (l5/aotef =�Umld
Agreement No: A7o96
Contract Compliance
Exhibits:
Signatures:
insurance:
Bonds
Contract prepared by: Captain Melissa Desmarais
Submitted on: April 28, 2022 By: Captain Melissa Desmarais
AMENDMENT NO. 1
TO CONTRACT SERVICES AGREEMENT BETWEEN
CITY OF PALM SPRINGS
AND
VOHNE LICHE KENNELS, INC.
FOR CANINE ACQUISITIONS, TRAINING, AND CERTIFICATION SERVICES
This Amendment No. I to the CONTRACT SERVICES AGREEMENT ("Amendment
No. I") dated this AiNay of fffi&A 2022, is entered into by and between the CITY OF
PALM SPRINGS, a California ch er city and municipal corporation, ("City") and Vohne Liche
Kennels, Inc. ("Contractor"). City and Contractor are individually referred to as "Party" and are
collectively referred to as the "Parties".
RECITALS
A. The City and Contractor previously entered into an Agreement on July 17. 2019, for the
City to acquire Police Canines and the associated training and certification services
("Agreement').
B. The City and Contractor mutually desire to extend the term of Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises in this Agreement,
the parties hereto covenant, agree to bind themselves as follows:
I:Ce7 R 3:431W11
Section 3.4. Section 3.4 of Section III (Schedule of Performance) of the Agreement is
hereby amended to read:
"3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall
commence on the date first written above and shall be extended for one (1) year
and continue in full force through July 30, 2023. However, the term shall not exceed
three (3) years with two (2) one year optional extensions from the commencement
date, except as otherwise provided in the Schedule of Performance described in
Section 3.2 above. Any extension must be through mutual written agreement of the
Parties."
2. Section 10.9: A new Section 10.9 is added to read as follows:
"10.9 Covenant Aeainst Discrimination. In connection with its performance
under this Agreement, Contractor 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
V
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."
3. Applicability
This Amendment is attached to and made a part of the Agreement. In the event of any
contradiction or inconsistency between the terms and provisions of this Amendment and the terms
and provisions of the Agreement to which it is attached, the terms and provisions of this
Amendment shall control and be interpreted in such.a manner as to override.any provision of the
Agreement that would prevent the spirit and letter of the terms and provisions of this Amendment
from being given full force and effect. All defined terms not specifically defined in this
Amendment shall be given the same meaning as the defined terms in the Agreement. All other
terms and conditions contained in the Agreement shall remain unchanged.
4. Joint Authorship
This Amendment has been entered into as an act of free will, without duress, and no
presumption of authorship shall attach to same, and any ambiguity in the terms and conditions of
this Agreement shall not be attributed to one party over the other.
[SIGNATURES ON THE FOLLOWING PAGES]
0
C9
In witness whereof, the Parties have executed this Amendment No. 1 as of the date first
written above.
CITY OF PALM SPRINGS,
a California Charter City
h
Justin(,"""Ron, City Vager�
Lomeli, Interim City Clerk
APPROVED AS TO FORM:
By: l
Jeffrey'S. galAng6r, City Attorney
Date: J / / -2 - -
APPROVED BY CITY COUNCIL
7-zl zZ She; I.L A769
VOHNE LICHE KENNE C.
Kenneth 15. Licklider, Officer/Owner
CONTRACT SERVICES AGREEMENT
Canine Acquisitions, Training; and Certification Services
Vohne Liche Kennels,Inc.
THIS CONTRACT SERVICES AGREEMENT ("Agreement") is entered into, and
effective on 1. , 20_, between the CITY OF PALM SPRINGS, a California charter
city and municipal corporation, ("City") and Vohne Liche Kennels; Inc. ("Contractor"). City and
Contractor are individually referred to as "Party"and are collectively referred to as the "Parties".
RECITALS
A. City has determined that there is a need to acquire Police Canines and the
associated training and certification services ("Project'?).-
B. Contractor has submitted to City a proposal to provide Police-Canine acquisition
as well as the associated training and certification services to the City under.the,terms of this
Agreement.
C. Contractor is qualified by virtue of its experience, training, education, reputation,
and expertise to provide these services and has agreed to provide such services ,as provided in
this Agreement. _
D. City desires to retain Contractor to provide such contract services.
In consideration of these promises and mutual obligations, covenants, and'conditions, the
Parties agree as follows:
AGREEMENT
L. SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance .with all terms and conditions of this
Agreement, Contractor agrees to perform the'contract services set forth in the Scope of Services
described in Exhibit "A" (the "Services" or "Work") , which is attached and incorporated by
reference. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and contract services and
that Contractor is experienced in performing the Work and Services contemplated,and, in light of
such status and experience, Contractor covenants. that it. shall follow the highest contract
standards in performing the Work and Services required in this Agreement. For purposes of this
Agreement, the phrase "highest contract standards" shall mean those standards of practice
recognized as high quality among well-qualified and experienced contracts performing similar
work under similar circumstances.
1.2 Contract Documents. The Agreement between the Parties shall consist of the
following: (1) this Agreement; (2) the Scope of Services; (3) the City's Request for Proposals;
and, (4) the Contractor's signed, original proposal submitted to the City ("Contractor's
1 Revised:1/31/18
720669.1
Proposal."), (collectively referred to as the-:`:`Contract Documents"). The City's Request for
Proposals and the Contractor's Proposal, which are both attached as Exhibits "B" and "C",
respectively, are incorporated by reference and are made a part of this Agreement. The Scope of
Services shall include the Contractor's Proposal. All provisions of the Scope of Services, the
City's. Request for Proposals and the Contractor's Proposal shall be binding on the Parties.
-Should any conflict or, inconsistency exist .in the ,Contract Documents, the conflict, or
inconsistency shall be :resolved ,by applying,the provisions- in,:the,-highest .priority.document,
which shall be determined in-the following order of priority: (15)the provisions:of the Scope of
Services (Exhibit "A"); (2nd) the provisions of the City's Request for Proposal (Exhibit `B");
(3rd) the terms of this Agreement; and, (0) the provisions of the Contractor's Proposal (Exhibit
«C„
1.3 Compliance with Law: Contractor,warrants that all.Services rendered shall be
performed in accordance with all applicable federal, state, and local laws, statutes, ordinances
lawful orders, rules, and regulations.
1.4 Lieenses, Permits, Fees, arid:Assessinents. Contractor represents and warrants
to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature
that are legally required to practice its profession and perform the Work and Services required by
this Agreement.- Contractor represents aiid warrants to City that Contractor shall;at its sole cost
'and expense, keep in effect at all times during the term of this Agreement, any license, permit,
qualification, or approval that is legally required for Contractor to perform the Work 'and
Services under this Agreement. Contractor shall have the sole obligation to pay for any fees,
assessments, and taxes, plus'applicable penalties and interest, which maybe imposed by law and
arise from or are necessary for the..Contractor's performance of the Work and Services required
by this Agreement. Contractor shall%indemnify, defend, and.hold harmless City against any such
fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the
fullest extent permitted by law.
1.5 Familiarity with Work. By executing this Agreement, Contractor warrants that
Contractor(a) has thoroughly investigated and considered the Scope of Services to be performed,
(b) has carefully considered how the.Services should be performed, and (c) fully understands the
facilities, difficulties, and ,restrictions attending ,performance of the, Services under this
Agreement.''If the Services involve work upon-any site, Contractor warrants that Contractor has
or will investigate the site and is or, will be.fiilly acquainted with the conditions there existing,
prior to commencement of any Services. Should the Contractor discover any latent or unknown
conditions that will materially affect the' performance of the Services, Contractor shall
:..
immediately inform the,City,of such fact acid shall not proceed except'at'Contractor's risk until
written instructions are received_from the City.
1.6 Care odWork. Contractor shall adoptreasonable methods during the term of the
Agreement to furnish continuous protection to the Work and the equipment, materials, papers,
documents, plans, studies, and/or other components to prevent losses or damages. Contractor
shall be responsible for all such damages, to persons or property,until acceptance of the Work by
the City, except such losses or damages as may be caused by"City's own negligence.
2 Revised:1/31/18
720669.1
1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and
diligence to perform their respective obligations under this Agreement. 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.
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 such Work. No
such extra work may be undertaken unless a written order is first given by the. City to the
Contractor, incorporating any adjustment in (i) the Maximum Contract Amount, as\defined
below, and/or-(ii) the time to perform this.Agreement. Any adjustments must also be approved
in writing by the Contractor. Any increase in compensation of up to twenty-five percent(25%)
of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up
to thirty'(30) days, maybe approved by the City Manager, or his designee, as may be needed.to
perform any extra work. Any greater increases, occurring either separately or cumulatively,
must be approved by the Palm Springs City Council. It is expressly understood by Contractor
that the provisions of this section shall not apply to 'the services specifically.set forth or
reason ably'.contemplated within the Scope of Services.
2. COMPENSATION
2.1 Maximum Contract Amount. For the Services rendered under this Agreement,
Contractor shall be compensated by City in accordance with the Schedule of Compensation,
which is attached as Exhibit "D" and incorporated in. this Agreement by reference.
Compensation shall not exceed the Unit Prices as defined on an as-needed basis for the
acquisition of new canines when necessary and for the on-going training and certification
services not-to-exeed the annual approved budget for the Police Canine program, except as may
be provided under Section 1.8. The method of compensation shall be the Unit Prices as set forth
in Exhibit "D." Compensation for necessary expenditures for reproduction costs,' telephone
expenses, and transportation expenses must be approved in advance by the Contract Officer
designated under Section 4.2 and will only be approved if such expenses are also specified in the
Schedule of Compensation. The Maximum Contract Amount shall include the attendance of
Contractor at all Project meetings reasonably deemed necessary by the City. Contractor shall not
be entitled to any increase in 'the Maximum Contract Amount for attending these meetings.
Contractor accepts the risk that the services identified in the Scope of Services may be more
costly and/or time-consuming than Contractor anticipates, that Contractor shall not be entitled to
additional compensation, and that the provisions of Section 1.8 shall not be applicable to the
services identified in the Scope of Services. The maximum amount of city's payment obligation
under this_section is the amount specified in this Agreement. If the City's maximum payment
obligation'is reached before the Contractor's Services under this Agreement are completed,.
Contractor. shall complete the Work and City shall not be liable for payment beyond the
Maximum Contract Amount.
2.2. ' Method of Payment. Unless another method of payment is'specified in the
Schedule of Compensation'(Exhibit "D"), in any month in which Contractor wishes to receive
payment, Contractor shall submit to the City an invoice for services rendered prior to the date of
3 Revised: 1/31118
720669.1
the invoice: The,invoice shall be in a form-approved by.the City's Finance Director and must be
-submitted no later than the tenth (10) working day of such month. Such requests shall be based
upon the amount and:value of the services:performed by Contractor and accompanied by such
reporting data including an itemized breakdown of all costs:incurred•and tasks performed during
the period covered by the invoice, as may be required by the City. City shall use reasonable
efforts to make-payments to Contractor within forty-f ve,(45) days.after receipt of the invoice or
as soon as is reasonably-practical. :There shall be a maximum of one,payment per.month. .
2:3 Changes in Scope.`..In the event.any change'or changes in the-Scope of Services
is requested by City, Parties shall execute a-written amendment to this Agreement; specifying.all
, .proposed'amendments, including, but not limited to, any additional fees. An amendment may be
entered into:
A.. To provide.for revisions or modifications to documents, work product,:.or
work;-when required by the enactment or revision of any subsequent'law; or
B. : ,. . .To provide for additional-services.not included in`this Agreement or.not
customarily furnished in accordance with generally accepted practice in Contractor's profession.
2.4 Appropriations. This Agreement is subject to and contingent upon funds being
appropriated by the City Council for each fiscal year,covered 'by the Agreement. If such
appropriations are not made, this Agreement shall automatically terminate.without penalty to the
City. .
3. SCHEDULE'OF PERFORMANCE
1i Time of Essence. Time'is of the'essence in the performance of this Agreement.
The time'for completion of the services.to be performed by Contractor is an essential condition
of this Agreement.. - Contractor ,shall prosecute regularly and diligently the. Work of this
Agreement according to•the agreed upon .attached Schedule of Performance.(Exhibit "E"),
incorporated by reference. ,
3.2 Schedule of Performance. Contractor shall•'commence the Services under this
Agreement upon receipt of a written notice to,proceed and shall perform all Services.within the
time pen d(s),established ,in the. Schedule of;Performance. When,requested by Contractor,
extensions to the time:petiod(s).specified in the Schedule of Performance may.be approved in
writing by the Contract.Officer, but such extensions shall not exceed one hundred eighty (180)
days:cumulatively;.however, the City shall not be.obligated to grant such an extension:
3.3 Force Maieure. The time.period(s) specified in the Schedule of.Performance,for
performance of the Services rendered under this Agreement shall be,extended because-of any
delays due to unforeseeable causes beyond the control and without the fault or negligence of the
Contractor (financial inability excepted) if Contractor, within -ten (10) days -of the
commencement of such delay, notifies the Contract Officer in writing of the causes of the delay.
Unforeseeable causes include, ,but are not limited to,,acts of God or of the public enemy,
unusually severe weather, fires,�earthquakes, floods, epidemics, quarantine restrictions, riots,
strikes, freight embargoes, wars,,and/or acts of any governmental agency, including the City.
4 Revised:1/31/18
720669.1
The City Manager 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
City Manager such delay is justified. The City Manager's determination shall be final and
conclusive upon the Parties to this Agreement. In no event shall Contractor be. entitled to
recover damages against the City for any delay in the performance of this Agreement, however
caused, Contractor's sole remedy being extension of the Agreement under-this section.
3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall
commence upon the effective date of this Agreement and continue in.full force and effect until
completion of the Services.- However, the term shall not exceed three (3) years with two (2) one
year optional extentions from the commencement date, except as otherwise provided in the
Schedule of Performance described in Section 3.2 above. Any extension must be through mutual
written agreement of the Parties.
3.5 Termination Prior to Expiration of Term. City may terminate this Agreement
for its convenience at anytime, without cause..in whole or,in part;upon giving Contractor thirty
(30) days written notice.. Where termination is due to the fault'of Contractor and constitutes an
immediate danger to health, safety, and general welfare,the period of notice shall be such shorter
time as may be.determined by the City. Upon such notice, City shall pay Contractor for Services
performed through the date of termination. . Upon receipt of such ,notice, .Contractor shall
immediately cease all work under this Agreement, unless stated otherwise in the notice or by
written authorization of the Contract Officer. After such notice, Contractor shall have no further
claims against the City under this Agreement. .Upon termination of the Agreement under this
section, Contractor shall submit to the City an invoice for work and services performed prior to
the date of termination.' Contractor may terminate this Agreement, with or without cause, upon
sixty(60) days written notice to the City, except that where termination is due to material default
by the City, the period of notice may be such shorter time as the Contractor may determine.
4. COORDINATION OF WORK
4.1 Representative of Contractor. The following principal of Contractor is
designated'as being the principal and representative of Contractor authorized,to act in its behalf
and make all decisions with respect to the Services to be performed under this Agreement: .
Kenneth D. Licklider, President. .It is expressly understood that the experience, knowledge,
education, capability, expertise, ,and reputation of the foregoing principal is a substantial
inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be
responsible during. the term of this Agreement -for directing all activities of Contractor and
devoting .-sufficient time to personally supervise the services performed hereunder. The
foregoing principal may not be changed by Contractor without prior-written approval of the
Contract Officer.
4.2 Contract Officer. -The Contract Officer shall be the City Manager or his/her
designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer
fully.informed of the progress of the performance of the services. Contractor shall refer any
decisions that must be made by City to. the Contract Officer. Unless otherwise specified, any
approval of City shall mean the approval of the Contract Officer.
5 Revised: 1/31/18
720669.1
4:3 Prohibition's 'Against Subcontracting :..or Assignments. The experience,
knowledge, capability, expertise, and reputation. of Contractor,:its principals and employees,
were a substantial inducement for City to enter into this'Agreement. Therefore, Contractor shall
not assign full or:partial performance of this Agreement, nor any monies due, voluntarily or by
.opperation of law, without the prior written consent of.City. Contractor shall not contract with
any other. entity to perform the Services required;under this Agreement without the,prior written
consent of City. If Contractor is permitted to subcontract any part of this Agreement by City,
Contractor shall be responsible to'City-for the acts and omissions of.its subcontractor(s) in the
same manner as it.is'for persons directly employed. Nothing contained in.this Agreement shall
create any contractual relationships between any subcontractor and City. All persons engaged in
the Work will be considered employees of Contractor.; City will deal directly with and will make
:all payments .to. Contractor. In addition, neither this Agreement .nor any interest in this
Agreement 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
consent'of City: Transfers restricted in this Agreement 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 Contractor, 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 i transfer 'shall release Contractor or any surety of
Contractor from any:liability under this Agreement without the express written consent.of City.
4.4; Independent Contractor. The legal relationship between the Par ties'is that of an
.independent contractor, and nothing shall be deemed to.make Contractor a City employee.,
'A. During the performance of.this Agreement, Contractor and its officers,
employees, :and agents shall ,act in an independent-capacity and shall not act or represent
themselves as City .officers or employees. The .personnel performing the Services -under this
Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction
and control. Neither City nor any of its officers, employees,''or agents shall have control over the
conduct of Contractor or any of its officers, employees, or agents, except as _set forth in this
Agreement. Contractor; its officers,, employees, or agents shall not maintain an office or any
other type of fixed business location at City'§'offices. City shall.have no voice in the selection,
discharge, supervision, or control of Contractor's employees, servants,representatives, or agents,
or in fixing their number, compensation, or hours of service. - Contractor shall pay all wages,
salaries, and other amounts:due its employees in, connection,with this Agreement and shall be
responsible fon all reports and obligations respecting them, including but riot limited to social
security income tax.withholding, unemployment compensation, workers'- compensation, and
other similar matters. City shall not in any way or for any purpose be deemed to be a.partner of
Contractor in its business or otherwise a joint venturer or a member of any joint.'enterprise with
Contractor.
B. Contractor shall not have any authority to bind City in any manner. This
includes the power to incur any debt;obligation; or liability against City.
C. No City benefits shall be available to Contractor, its officers, employees,
or agents in connection with any performance under this.Agreement. Except for contract fees
Revised: 1/31/18
720669.1
r
paid to Contractor as provided for in this Agreement, City shall not pay salaries, wages, or other
compensation to Contractor for the performance of Services under this Agreement. City shall
not be liable for compensation or indemnification to Contractor, its officers, employees, or
agents, for injury or.sickness arising out of performing Services. If for any reason any court or
governmental agency determines that the City has financial obligations, other than under Section
2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or. benefits of
Contractor's officers, employees, servants, representatives, subcontractors, or agents, Contractor
shall indemnify City for all such financial obligations.
5. INSURANCE
5.1 .: Types of Insurance. Contractor shall procure and maintain, at-its sole cost and
expense,, the insurance described below: The,insurance shall be for the duration of .this
Agreement and includes any extensions, unless otherwise specified in this Agreement. The
insurance shall be procured in a form and content satisfactory to City. The insurance shall apply
against. claims which may arise from the Contractor's performance of Work under this
Agreement, including Contractor's agents, representatives, or employees. In the event the City
Manager determines that the Woik:or-Services to be performed under this Agreement creates an
increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of
the insurance policies may be changed accordingly upon receipt of written notice from the City
Manager or his designee. .Contractor shall immediately substitute any insurer whose A.M. Best
rating drops below the levels specified in this Agreement. Except as otherwise authorized below
for contract liability (errors and omissions) insurance; all insurance provided under this
Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be
as follows
A. Errors and Omissions Insurance. Contractor shall obtain and maintain in
full force and effect throughout the term of this Agreement, standard industry form contract
liability (errors and omissions) insurance coverage in an amount of not less than one million
dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual
aggregate, in accordance with the provisions of this section:
(1) Contractor shall either: (a) certify in writing to the City that
Contractor is unaware of any contract liability claims made against Contractor and is unaware of
any facts which may lead to such a claim against Contractor; or (b) if Contractor does not
provide the certification under (a), Contractor shall.procure from the-contract liability insurer an
endorsement providing that the required limits of the policy shall apply separately .to claims
arising from errors and omissions in the rendition of services under this Agreement.
(2)' If the policy of insurance is written on .a "claims made" basis, the
policy shall be continued in full force and effect at all.times during the term of this Agreement,
and for a period of three. (3) years from the date 'of the completion of the Services provided
hereunder. In'the event of termination'of the policy during this period, Contractor shall obtain
continuing insurance coverage for the prior.acts or omissions of Contractor during the course of
performing Services under the terms of this Agreement. The coverage shall be evidenced by
either a new policy evidencing no. gap in coverage, or.by obtaining. separate extended."tail"
7 Revised: 1/31/18
720669.1
coverage with the present or new carrier or'other insurance arrangements providing for complete
coverage, either of which shall be subject to the written approval by the City Manager.
(3) In the-event the policy:o£.insurance is written on an. "occurrence"
basis, the policy shall be continued in full force and effect during the term of this Agreement, or
until completion of the Services provided for in this Agreement, whichever is later. In the event
of termination of the policy during this period, new coverage shall immediately be obtained to
ensure coverage during the entire course of performing the Services under the terms of.this
Agreement.
B. Workers' Compensation Insurance. Contractor shall obtain and maintain,
in full force and effect throughout the term of this Agreement, workers' compensation insurance
in at least the minimum statutory. amounts;. and in compliance with .all other statutory
requirements, as required by the State of California. Contractor agrees to waive and.obtain
endorsements from its' workers' compensation insurer waiving subrogation rights.under. its
workers' compensation insurance policy, against the City and . to. require. each of its
subcontractors, if any; to,do likewise under•their.workers' compensation insurance.policies. If
Contractor has no employees, Contractor 'shall complete .the City's Request for Waiver of
Workers' Compensation Insurance Requirement form. :
C.- Commercial General Liability Insurance. Contractor shall obtain 'and
maintain;-in,full force and effect throughout the term of`this Agreement, a policy of commercial
general liability insurance written on a per.occurrence basis with.-a,combined single limit of at
least- one.* million dollars. ($1,000,000.00) and two million dollars ($2,0.00,000.00) general
aggregate for bodily injury and property damage including coverages for contractual liability,
personal injury, independent contractors, broad form property damage, products and completed
operations. r
D. Business Automobile Insurance. .Contractor shall obtain and maintain,:in
,full force and 'effect throughout.the term of this Agreement, a .policy of business automobile
liability insurance written on a per occurrence basis with a single limit liability in the amount of
one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include
coverage for owned; non-owned,leased; and hired cars.
E.' Employer'Liability In§urance. Contractor:shall obtain and maintain, in
full force and effect throughout:the term of this Agreement, a policy of employer. liability
insurance written on a per occurrence .basis with a policy limit.of at least one, million dollars
($1,000,000.00).for bodily injury or disease.
5.2. Deductibles and Self-Insured. Retentions; Any deductibles or self-insured
retentions must be declared to and approved by the City Manager or his/her designee prior to
commencing any work.or services under this Agreement. Contractor_ guarantees payment of all
deductibles and self-insured retentions. City reserves the..right to reject deductibles or self-
insured retentions in excess of$10,000, and the City Manager or his/her designee may require
evidence of pending,claims and claims history as well:as evidence of Contractor's ability to pay
claims for all deductible.amounts and self-insured retentions proposed in excess of$10,000.
8 Revised: 1/31/18
720669.1
5.3 Other Insurance Requirements. The following provisions shall apply to the
insurance policies required of Contractor under this Agreement:
5.3.1 For any claims related to.this Agreement, Contractor's coverage shall be
primary insurance with respect to the City and its officers, council
members, officials, employees, agents, and volunteers. Any insurance or
self-insurance maintained by the City and its officers, council members,
officials; employees, .agents, . and' volunteers : shall be in excess of
Contractor's insurance and shall not contribute with it.
5.3.2 Any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to
City and its officers, council .members, officials, employees, agents, and .
volunteers.
5.3.3 All insurance coverage and limits provided by Contractor and available or
applicable to. this Agreement are intended to apply to each insured,
including additional insureds; against whom a claim is made or suit is
brought to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations
shall limit the application of such insurance coverage.
5.3.4 No required insurance coverages may include any limiting endorsement
which substantially impairs the coverages set forth in this Agreement(e.g.,
elimination of contractual liability or reduction of discovery period),
unless the endorsement has first been submitted to the City Manager and
approved in writing.
5.3.5 Contractor agrees to require its insurer to modify insurance endorsements
to delete any exculpatory wording stating that failure of the insurer to mail
written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the
requirements of the endorsements. Certificates of insurance will not be
accepted in lieu of required endorsements, and submittal of certificates
without required endorsements may delay commencement of the Project.
It is Contractor's obligation to ensure timely compliance with all insurance
submittal requirements as provided in this Agreement.
5.3.6 Contractor agrees to ensure that subcontractors, and any other parties
involved with the Project who are brought onto or involved in the Project
by Contractor,provide the same minimum insurance coverage required of
Contractor. : Contractor agrees to monitor and review all such coverage
and assumes all responsibility for ensuring that such coverage is provided
in conformity with the requirements of this section. Contractor agrees that
upon request, all agreements with subcontractors and others engaged in
. 9 Revised: 1/31/18
720669.1
the Project will be submitted to the City for review.
5.3.7 Contractor acknowledges,and agrees that,any,actual or.alleged failure on
the part of the City to inform Contractor of non-compliance with any
insurance requirement"in no way imposes any additional obligations on the
City.nor does it waive�any rights in this or any other regard.
5.3.8 Contractor shall provide proof.that.policies of.insurance required in this
Agreement, expiring during the 'term of this. Agreement, have been
renewed,.or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted
prior to expiration. Endorsements as- required., in this Agreement
applicable.to the renewing or new .coverage:shall be provided to City no
later than ten,(10) days prior to expiration of the lapsing coverage.
5.3.9 Requirements of specific insurance coverage features or limits contained
in,this section are not intended as limitations.on coverage,.limits, or other
,requirements, or as. a waiver of any coverage no provided by any
given. policy. Specific reference to a given. coverage feature is for
purposes of clarification .only'as it pertains to, a given issue, and is not
intended by anypar y,or insured to be limiting or,all-inclusive.
5.110 The requirements in this section supersede " all other sections and
provisions of this Agreement to .the extent that any�other section or
provision conflicts with or impair.-the provisions of this section.
5.3.11 Contractor,agrees to provide immediate notice to City of any claim or loss
against Contractor arising out.,of .the Work performed .under this
Agreement and for any other claim or loss which may reduce the
insurance:available ,to pay claims arising.-out of this Agreement. City
assumes no obligation or liability.by,such.notice; but has the right (but not
the-duty) to monitor.the handling of.any such.claim or claims if they are
likely. to involve City;.or -to reduce or dilute insurance available for
payment of potential claims.
5.3.12 :Contractor agrees that the.provisions of this,section shall not be construed
as limiting in any way, the extent-to which -the Contractor may be held
responsible for the ,payment of damages resulting from the Contractor's
activities or the activities of any person or person for which the Contractor
is otherwise responsible.,
2. 5.4 Sufficiency of-Insurers. Insurance required in this Agreement shall be provided
by authorized insurers in good standing with the State of California. Coverage shall be provided
by insurers admitted in the'State of California.:with an A.M. Best's Key Rating of B++, Class
VII' or!better, unless-such.requirements are :waived in writing by the City Manager or his
designee due to unique circumstances:
10 Revised: 1/31/18
720669.1
5.5 Verification of Coverage. Contractor shall furnish City with both certificates of
insurance and endorsements, including additional insured endorsements, affecting all of the
coverages required by.this Agreement. The certificates and:endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf. All.proof of insurance is to be
received and approved by.the City before work commences. City reserves the right to require
Contractor's insurers to.provide complete, certified copies of all required insurance policies at
any time. Additional insured endorsements are not required for Errors -and Omissions and
Workers' Compensation policies.
Verification of Insurance coverage may be provided by: (1) an approved General and/or
Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of
Liability Insurance Coverage with an approved Additional Insured Endorsement with the
following endorsements stated on the certificate:
1:: "The City of Palm Springs, its officials, employees, and agents are named as an
additional insured... ("as respects City. of Palm Springs Contract No._" or 'for any and all
work performed with the City"may be included in this statement).
2. "This.insurance is primary .and non-contributory over any insurance or set
insurance the City may have..." ("as respects City of Palm Springs Contract:No._" or 'for any
and all work performed with the City" may be included in this statement).
3. "Should any of the above described policies be canceled before the-expiration
date thereof, the issuing company will mail ,30 days written notice to the Certificate Holder
named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose
no obligation or liability of any kind upon the company, its agents or representative" is not
acceptable and must be crossed-out.
4: Both the Workers' Compensation and Employers' Liability policies shall contain .
the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees,
agents, and volunteers.
In addition to the endorsements listed above', the City of Palm Springs shall be named the
certificate holder on the policies. All certificates of insurance and endorsements are to be
received and approved.by the City before work commences. All certificates of insurance must
be authorized by a person with authority to bind coverage, whether that is the authorized
agentibroker or insurance underwriter. Failure'to obtain the required -documents prior to the
commencement of work shall not waive the Contractor's obligation to provide them.
11 Revised:1/31/18
720669.1
6. INDEMNIFICATION
6.1 Indemnification and Reimbursement. To the fullest extent permitted by
law, Contractor shall defend (at Contractor's sole cost and expense), indemnify,protect; and hold
harmless City,'its elected officials; officers, employees,.agents, and volunteers (collectively the
"Indemnified Parties') from and against-any and all liabilities, actions; suits, claims,'demands,
losses, costs; judgments, arbitration awards; settlements, damages, .demands, orders, penaities,
and expenses including legal costs and attorney fees (collectively "Claims"), including but not
limited to Claims arising from injuries to or death of persons (Contractor's employees included),
for damage to property, including property owned by City, from any violation of any federal,
state,..or local law or ordinance, and from .errors and omissions committed by-Contractor, its
officers, employees; representatives; and agents, that arise out of or relate toContractor's
performance under this Agreement.: This indemnification clause excludes Claims arising from
the sole negligence or willful misconduct of the.City,.its elected officials;.officers, employees,
agents, and volunteers. Under no circumstances shall the insurance requirements and limits set
forth in this Agreement be construed to limit Contractor's, indemnification obligation or other
liability .under this Agreement.. -,Contractor's indemnification obligation shall survive the
expiration or'earlier termination of this Agreement until all. actions `against the Indemnified
Parties for such matters indemnified .are fully and finally barred by the applicable statute of
limitations or, if an action is timely filed, until such action is final. This provision is intended for
the benefit of third.party Indemnified Parties not otherwise a party to this Agreement.
6.2 Design, Contract Services Indemnification and Reimbursement. If the
Agreement is determined to be a -"design contract services agreement" and Contractor is, a
"design contract"under California Civil Code Section 2782.8, then:
A. To the fullest extent permitted by.law, Contractor shall indemnify, defend
(at Contractor's sole cost and expense), protect and hold harmless City and its elected officials,
officers, employees, agents and volunteers and all other public agencies whose approval of the
project is required,.(individually"Indemnified Party"; collectively"Indemnified Parties") against
any and.all,liabilities,.claims,judgments, arbitration awards,-settlements; costs, demands,-orders
and penalties (collectively"Claims"), including but not limited to Claims arising from injuries or
death of persons (Contractor's employees included) and damage to property, which Claims arise
out of, pertain to, or are related_ to the-negligence; recklessness or .willful misconduct- of
Contractor; its agents, employees; or subcontractors, or arise .from Contractor's negligent,
reckless or,willful performance of:or failure to perform :any term, ;provision;.covenant or
condition of this Agreement. ("Indemnified.Claims"), but Contractor's liability for Indemnified
Claims shall be reduced to the extent such Claims arise .from the :negligence, recklessness or
willful misconduct of the City and its elected officials, officers, employees, agents -and
volunteers.
B. The Contractor shall require all non-design-contract sub-contractors, used
or sub-contracted by Contractor to perform the Services or Work required under this Agreement,
to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 6.1 in
favor of the Indemnified Parties. In addition, Contractor shall require all non-design=contract
sub-contractors, used or sub-contracted by Contractor to perform the Services or Work required
under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set
12 Revised: 1/31/18
720669.1
forth in this Agreement, as well as any other insurance that may be required by Contract Officer.
7. .REPORTS AND RECORDS
7.1 Accounting- Records. Contractor shall keep complete, accurate,_ and detailed
accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement.
Contractor shall keep such books and records -as shall be necessary to properly perform the
Services required by this Agreement and to enable the Contract Officer to. evaluate the
performance of such Services. The Contract Officer shall have full and free access to such books
and records at all reasonable times, including the right to inspect, copy, audit, and make records
and transcripts from such records.
7.2 'Reports. Contractor shall periodically prepare and submit to the Contract Officer
such reports, concerning the performance of the Services required by this Agreement, or as the
Contract Officer shall require. .Contractor acknowledges that.the City is greatly concerned about
the cost of the Work.and Services to be performed under this Agreement. For this reason,
Contractor agrees that Contractor shall promptly notify the Contract Officer the estimated
increased or decreased cost if Contractor becomes aware of any facts, circumstances, techniques,
or events that may or will materially increase or decrease the cost of the contemplated Work or
Services: ' If Contractor is providing design, services, Contractor shall promptly notify the
Contract Officer the estimated increased or decreased cost for the project being designed if
Contractor becomes aware of any facts, circumstances, techniques,.or event_s that.may or will
materially increase or decrease the cost of the design services..
.7.3 Ownership of Documents. All drawings, specifications, reports, records,
documents, memoranda, correspondence,: computations, and other materials prepared by
Contractor, its-employees, subcontractors, and agents in the performance of this Agreement shall
be the property of City and shall be promptly delivered to City upon request of the Contract
Officer or upon the termination of this Agreement. Contractor-shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership of the documents and materials. Any use of such completed documents for other
projects and/or use of incomplete documents without specific written authorization by the
Contractor will be at the City's sole risk and without liability to Contractor, and the.City shall
indemnify the Contractor for all resulting damages. Contractor may retain copies of such
documents for their own use. Contractor shall have an unrestricted right to use the concepts
embodied tin this Agreement. Contractor shall ensure that all its subcontractors shall provide for
assignment to City of any documents or materials prepared by them. In the event Contractor
fails to secure such assignment, Contractor shall indemnify City for all resulting damages.
7.4 Release of Documents. All drawings, specifications, reports, records,
documents, and other materials prepared by.Contractor in the performance of services under this
Agreement shall not be released publicly without the prior written approval of the Contract
Officer. All information gained by Contractor in the performance of this Agreement shall be
considered confidential and shall not be released by Contractor without City's prior written
authorization.
13 Revised:1/31/18
720669.1
7.5 Audit and Inspection of Records. After receipt of reasonable notice and during
the regular business hours of City, Contractor shall provide City, or other agents of City, such
access to Contractor's'books, records, payroll documents, and facilities as City deems necessary
to examine, copy, audit, and inspect all accounting books, records, work data, documents, and
activities directly related to Contractor's performance under.this Agreement. Contractor shall
maintain such books, records, data, and documents in accordance with generally accepted
accounting principles.and shall clearly identify and make such items readily accessible to such
parties during the.term of this Agreement•and for-a period of three (3) years from the date of
final payment by City hereunder.
8. ENFORCEMENT OF AGREEMENT
8.1 California Law and Venue..:This Agreement shall be construed and interpreted
both as to validity and as 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 Contractor covenants and agrees
to submit to the personal jurisdiction.of such court.in the event of such action.
8.2 Interpretation. This Agreement shall be construed as a whole according to its
fair language and common meaning to achieve the objectives and purposes of the Parties. The
terms of this Agreement are contractual and the result of negotiation between .the Parties.
Accordingly, any rule of construction of contracts (including,:without.limitation, California Civil
Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be
employed in the interpretation of this Agreement. The caption headings of the various sections
and paragraphs of this Agreement are for convenience,and identification purposes only and shall
not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.
8.3 . Default of Contractor. Contractor's failure'to comply with any-provision of this
Agreement shall constitute a default.
A. If the City Manager, .or.his designee, determines that Contractor.is in
' default in the performance of any of the terms or conditions of this Agreement, he/she shall
notify Contractor in writing of such default. Contractor shall have ten (10) days, or such longer
period as City may designate, to cure the default by rendering satisfactory performance. In the
event Contractor fails.to cure its default within.such period of time, City shall have the right,
notwithstanding any other provision of this Agreement,. to terminate this Agreement without
further notice and without prejudice of any remedy to which City may:be entitled.at.law; in
equity, or under this Agreement. Contractor shall be liable for all reasonable costs incurred by
City as a result of such default. Compliance with the provisions of this section shall not
constitute a waiver of any City right to take legal action in the event that the dispute.is not cured,
provided that nothing shall limit City's right.to.terminate this Agreement,without cause under
Section 3.5,
B. If termination is due to the failure of the Contractor to fulfill its
obligations under this Agreement, City may, after compliance with the provisions of Section
14 Revised: 1/31/18
720669.1
8.3A, take over the work and prosecute the same to completion by contract or otherwise. The
Contractor shall be liable to the extent that the total cost for completion of the Services required
hereunder exceeds the .Maximum Contract Amount (provided that the City shall use reasonable
efforts to mitigate such damages).. The City may-withhold any payments to the Contractor for
the purpose of set-off or partial payment of the amounts owed the City as previously stated. The
withholding or failure to withhold payments to Contractor shall not limit Contractor's liability
for completion of the Services as provided in this Agreement.
8.4 Waiver. No waiver of any provision of this Agreement,shall be effective unless
in writing and signed by a duly authorized representative of the Party against whom enforcement
of a waiver is sought: Any waiver by the Parties of any default or breach of any covenant,
condition, or term contained in this..Agreement, shall not be construed to be a waiver of any
subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and
complete compliance with any of the covenants, conditions, or. terms contained in this
Agreement be construed as changing the terms of this Agreement in any manner or preventing
the Parties Trom enforcing the full provisions.
8.5 Rights'and Remedies 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.
8.6 Legal Action. In addition to any other rights or remedies, either Party may take
legal action, in law or in equity, to cure, correct, remedy or 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.
8.7. Attorney Fees. In the event any dispute between the Parties with respect to this
Agreement results in litigation or any non judicial proceeding, the prevailing Party shall be
entitled, in addition to such other relief as may be granted, to recover from the non-prevailing
Party all reasonable costs and expenses. These include but are not limited to reasonable attorney
fees, expert contractor fees, court costs and all fees, costs,- and expenses incurred in any appeal or
in collection of any judgment entered in such proceeding. To the extent authorized by law, in the
event,of.a dismissal by the plaintiff or petitioner of the.litigation or non judicial proceeding
within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to.be
the prevailing Party in such litigation or proceeding.
9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
9.1 Non-liability of City Officers and Employees. No officer or employee of the
City shall be personally liable to the Contractor, 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 Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
9.2 Conflict of Interest. Contractor.acknowledges that no officer or employee of the
l 5 Revised:1/31/18
720669.1
City has or shall have any direct or indirect financial interest in this Agreement nor shall
Contractor enter into any agreement of any kind with any isuch.officer.or employee during the
term of this Agreement and for one year thereafter. . .Contractor warrants that Contractor has not
_paid or given, and will not pay or give, :any .third party any money or other consideration .in
exchange for obtaining this Agreement.
9.3. Covenant Against Discrimination. .In. connection with its- performance :under this
Agreement, Contractor shall not discriminate against any employee or applicant for employment
because of actuator,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.
10: : MISCELLANEOUS PROVISIONS
10.1 Patent and Copyright Infringement. To.the fullest extent permissible under
law, and in lieu of any other warranty by City or Contractor against patent or .copyright
infringement, statutory or otherwise:
A. It is agreed,that:Contractor shall defend.at its expense any claim or;suit
against City on account of any allegation that,any item furnished under this Agreement, or the
normal use or .sale arising out of the performance o infringes
f this Agreement, upon any
presently existing U.S.letters patent or copyright and of
shall pay all costs and damages
finally awarded in any such suit or claim,provided:that Contractor is promptly.notified in writing
of the suit or-claim and.given authority, information and assistance at.Contractor's expense for
the defense of-same,,and provided such suit or claim arises out of, pertains to, or-is.related to the
negligence, recklessness or willful misconduct of Contractor. However, Contractor will .not
indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that
City's alteration of such deliverable created the infringement upon any presently existing U.S.
letters patent or copyright; or (2) the use of a deliverable in combination with other material not
.provided by Contractor when it is such use in combination which infringes upon an existing U.S.
letters patent or copyright.
B. Contractor.shall have sole control of the defense of any such claim or suit
and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or
claim, provided, however, that such defense shall be at Contractor's expense. Contractor shall
16 Revised: 1/31/18
720669.1
not be obligated to indemnify City. under any settlement that is made without Contractor's
consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as
a result of the suit or claim, Contractor, at no expense to City, shall obtain for City the right to
use and sell the item, or shall substitute an equivalent item acceptable to City and extend this
patent and copyright indemnity thereto.
10.2 Notice. Any notice, demand, request, consent, approval, or communication that
either party. desires, or is required to give to the other parry or any other person shall be in
writing. All notices shall be personally delivered, sent by pre-paid-First Class U.S. Mail,
registered-or-.certified,mail, postage.prepaid, return receipt requested, or delivered:or- sent by
facsimile with attached evidence of completed transmission. All notices shall be deemed
received upon the earlier of(i) the date of delivery to the address of the person to receive such
notice if delivered.personally or by.messenger or overnight courier; (ii) five (5) business days
after the date of posting by the United States Post Office if by mail; or(iii)when sent if given by
facsimile. Any notice, request, demand, direction, or other communication sent by facsimile
must'be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of
electronic transmission such as e-mails, text messages, and instant messages are not acceptable
manners.of notice required hereunder. Notices or other communications shall be addressed as
follows:
To Ci City of Palm Springs .
Attention: City Manager&City Clerk
3200 E. Tahquitz Canyon Way
Palm springs, California 92262
Telephone: (760) 323-8204
Facsimile: (760) 323-8332
To Contractor: Vohne Liche Kennels, Inc.
7953 N. Old Route 31
Denver, IN. 46926
Attention: Kenneth Licklider
Telephone: 765-985-2274
10.3 Integrated Agreement. This Agreement constitutes the entire agreement
between the Parties' and supersedes all prior negotiations, arrangements, agreements,
representations, and understandings, if any, made by or among the Parties with.respect to the
subject matter in this Agreement.
10.4 Amendment. No amendments or other modifications of this Agreement shall be
binding unless through written agreement by all Parties.
10.5 Severability. .Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law. If any provision
of this Agreement shall be determined to be invalid by a final judgment or decree of a court of
competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition
17 Revised: 1/31/18
720669.1
or invalidity; without invalidating the reminder,of that provision; or the remaining.provisions of
this Agreement unless the invalid provision is so material that its invalidity'deprives either Parry
of the basic benefit of their bargain or renders this Agreement meaningless:
10.5 Successors in Interest. This Agreement shall be binding upon,and inure.to .the
benefit of the Parties' successors and assignees.
10.6 Third Party Beneficiary. Txeept as may be expressly provided for in' this
`Agreement, nothing contained.in this Agreement is intended to conifer; nor shall this Agreement
be construed as.conferring;-any rights, including, without limitation, any rights as'a third-party
beneficiary or otherwise, upon any entity,or person not a party to this Agreement.
10.7 Recitals. The above-referenced Recitals. `are 'hereby incorporated into the
Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees
that such'Party is bound; for purposes of this Agreement,by the same.
10.& - Corporate Authority. Each'of the undersigned represents and warrants:that (i)
-the Party for which he or she is executing this Agreement is,duly authorized and existing; (ii) he
or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which
he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing
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 the Party for which he or she is
signing is bound.
18 Revised: 1/31/18
720669.1
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
"CITY"
City of Palm Springs
Date: o 7 ' i'"l 201 `"1 B
David H. Ready , PhD
City Manager
APPROVED AS TO FORM: ATTEST
B /3 By: &4=!N
Y
ffrey . Ball' ger Anthony Mejia
City Attorney City Clerk ? r
APPROVED BY CITY COUNCIL: j
Date: I Agreement No.k-70 q&
Corporations require two notarized signatures. One signature must be from Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
C/ONTRACTOR NAME:
Check one:_Individual Partnership Corporation
Address
By — By
ignatur otarized) Signature(Notarized)
19 Revised: 1/31/18
720669.1
CALgFORNIA ALL-PURPOSE ACKNOWLEMMENT CIVIL CODE:§1169
A nctmry public or other clftcer hng this'cert0cate verrffm col the idenifty of the kmfivkk cal who argued the
documera to which this certfate is anachad,and not true mtrirdnem awwacy,ar vali ty of 9=docwnatt
State cfaa ftsrred 1^i�ra-•�/1 )
County of 1-1�'2 rLD ) I
On /�1 �/o�C Z�+ before me,� va emu"71 Cr c feL; t-j I�;2G� su7�e r (.-a c(r t..u Q/l A s s i_ "?l1r`1 �rrJ
Date Here traert Name and Tulle of fire Officer
perscnaliy appeared
Nwrie(s)of Sfgnerlb)
who proved to me on the basis of satisfactory evidence to be the person(d) whose name(a) iaJare
subscribed to the v&har instrument and acknrnviedged to me that hefshefhey executed the same in
hWherfthefr authorized capapMes).and that by hisftrffhe"ssignature(s)on the Enotrurnent the pemc*).
or the entity upon behalf of which the persons)acted.executed the imdrurnertt
I certify under PENALTY OF PERJURY under the hmm
of the State of California that the foregoing paragraph
is true and correct_
WfIT1ES3 my and ciall sf.
ROBERT SAMUEL WALKER,JH. sigrtatu of tatyPubrc
Notary Public, State of Ind
ian
_ Howard County
55iorr. Nurnher
My L Ornmission E xp,:;✓. T 1 �'�+ririinr"" March 22. 2026
Place Notary ova
OPTIONAL
Though this section fs optional.oamplafirag 093 fnformsfian can deter affer&bn of the document or
ftuddent reattaohmernt of this form to an unintended document
Description of Attached Document
Title or Type of Doctxnent Document Date:
Number of Pages: Signers) Other Than Named Above:
Capacity(ies)Claimed by Signer(s)
Signers Nam Signers Name:
❑Corporate Officer—Titla(s): ❑Cotporafta Officer—T2He(s):
❑Partner— [I Limited ❑General ❑Partner— ❑Limited ❑General
❑Indniidual ❑Attorney in Fact ❑Ind-nrtdual ❑Attorney in Fact
❑Tntstee, ❑Guardian or Conservator ❑Tnudee ❑Guardian or Conservator
❑Other_ ❑Other.
Signer Is Representing Signer Is Representing:
4&2014 National Notary Assoc umb t•www.NoBanaNchuy-arg•14MO-Lf3 NOTARY(1-SUi1-8764W7) Item#3P07
720669.1