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HomeMy WebLinkAboutA6739 - SHELTER FROM THE STORM INC TRANSPORTATION/TAXI VOUCHER PROGRAM FUNDING AGREEMENT Shelter From The Storrs, Inc. THIS FUN RING AGREEMENT ("Agreement") is made and entered into this day of 2016, by and between the City of Palm Springs, a California charter city and municipal corporation, (herein "City"), and Shelter From The Storm, Inc., a California non-profit corporation, (herein "Recipient"). RECITAL A. The City and Recipient are mutually interested in the continued operation of the Shelter From The Storm and the provision of a variety of programs and services to victims of domestic violence within the Palm Springs community. B. The Recipient has agreed to continue to operate the Shelter From The Storm and provide a variety of programs and services to the Palm Springs community as generally contemplated in this Agreement. C. Based on its experience and reputation, the Recipient is qualified and willing to continue the operation of the Shelter From The Storm and provide a variety programs and services to victims of domestic violence within the Palm Springs community. D. City desires to help underwrite the continued operation of the Shelter From The Storm and the provision of programs and services of Recipient. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto agree as follows: AGREEMENT 1. SERVICES OF RECIPIENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Recipient agrees to continue to operate the Shelter From The Storm Transportation/Taxi Voucher Program and provide a variety of domestic violence crisis services to support victims of domestic violence ("Services"). 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Recipient shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Promotional Literature. In the event Recipient distributes promotional literature advertising the Services, City shall be acknowledged as a sponsor of the Services. ORIGINAL BID " � ANDIORAGREEMENT 1.5 Volunteer Coordination. To the extent reasonable, if requested by City, Recipient agrees to notify its employees, members and volunteers of opportunities to volunteer at City events. 2. COMPENSATION OF RECIPIENT 2.1 Compensation of Recipient. City agrees to provide Recipient with funding in an amount not to exceed two thousand and five hundred dollars ($2,500.00) to be used for providing the Services. 2.2 Method of Payment. City will provide Recipient with funding within thirty (30) days of receipt of an invoice from Recipient. 2.3 Changes. In the event any change or changes to the Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional funding. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Recipient shall complete the Services no later than June 30, 2017. Any remaining unused funds after June 30, 2017 shall be returned to City. 3.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Recipient, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Recipient shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on July 1, 2016, and ending on June 30, 2017 unless extended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Recipient. The following principal of Recipient is hereby designated as being the representative of Recipient authorized to act on its behalf with respect to the Services specified herein and make all decisions in connection therewith: Angelina Coe, Executive Director. emvnwnsas 2 4.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Aciainst Subcontracting or Assignment. Recipient shall not contract with any other individual or 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 assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Recipient, its agents or employees, perform the services required herein, except as otherwise set forth herein. Recipient shall perform all services required herein as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Recipient's work product, result, and advice. Recipient 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. 5. INSURANCE Recipient shall procure and maintain, at its sole cost and expense, policies of insurance as required by the City Attorney. 6. INDEMNIFICATION To the fullest extent permitted by law, Recipient shall defend (at Recipient'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, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Recipient'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 Recipient, its officers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's negligence or willful misconduct in the performance of this Agreement, but excluding such Claims arising from the 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 Recipient's indemnification obligation or other liability hereunder. ,11090 iy110x1 3 7. RECORDS AND REPORTS 7.1 Reports. Recipient shall prepare and submit to the Contract Officer a report concerning the performance of the Services required by this Agreement within thirty (30) days of completion of the Services or upon expiration of this Agreement, whichever occurs first. 7.2 Records. Recipient shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and 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. 7.3 Cost Records. Recipient shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 8. ENFORCEMENT OF AGREEMENT 8.1 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 Recipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting parry on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Recipient. 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 or any other provision of this Agreement. 8.3 Riahts 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. 8.4 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 any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9Ifi96.1951nb.1 4 8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Recipient, except that where termination is due to the fault of Recipient 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 receipt of the notice of termination, Recipient shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Recipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Recipient may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Recipient acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Provider enter into any Agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Recipient warrants that Recipient has not paid or given, and will not pay or given, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. Recipient covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person, or group of persons, on account of race, color, creed, religion, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, physical or mental disability, or medical condition. 9.4 Political Use/Lobbying. Recipient covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 9.5 Non-Discrimination Certification. a) Recipient certifies and represents that, during the performance of the Agreement, the Recipient and any other parties with whom it may contract shall adhere to the City's non-discrimination and equal benefits as provided in the Section to assure that applicants and employees are treated equally and are not discriminated against because of their actual or perceived race, color, religion, ancestry, national origin, disability, medical condition, marital status, domestic partner status, sex, gender, gender identity, gender expression, national origin, ancestry, or sexual orientation. Recipient further certifies that it will not maintain any segregated facilities. 9.50,9,.1i 16% 5 b) Recipient shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of this Agreement, state that it is an "equal opportunity employer" or that all qualified applicants will receive consideration for employment without regard to their actual or perceived race, color, religion, ancestry, national origin, disability, medical condition, marital status, domestic partner status, sex, gender, gender identity, gender expression, or sexual orientation. c) Recipient shall certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their actual or perceived race, color, religion, ancestry, national origin, disability, medical condition, marital status, domestic partner status, sex, gender, gender identity, gender expression, or sexual orientation. d) If requested to do so by the Contract Officer, Recipient shall provide the City with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. e) Recipient agrees to recruit Coachella Valley residents initially and to give them preference, if all other factors are equal, for any new positions which result from the performance of this Agreement and which are performed within the city. The Contract Officer may agree to modify requirement where it is in conflict with federal or state laws or regulations. f) Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act which is prohibited by law. 10. MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262-6959 To Recipient: Shelter From The Storm 73-550 Alessandro Dr, Ste 103 Palm Desert, CA 92260-3613 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 91Ifi96111I...1 6 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by 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, which shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "CITY" CITY OF PALM SPRINGS ATTEST: By. ty Clerk VES City Manager APPR ORM: By. APPROVED BY C�'1C,OUIv-, City Attorn y �. i�db lA Ab'l'I1 "RECIPIENT" B 4 l� Title: kX � �/lPCLY1��r�ltifitY �i'Jy✓(�>z JNi�it Date: Dale Uc oundConNanbnV5 1 rt Tr Stonn.5eyt16 pa169fi IVtIOPo 7 FUNDING AGREEMENT Shelter From The Storm, Inc. TH S FUNDING AGREEMENT ("Agreement") is made and entered into this o6tl"` day of �, 2015, by and between the City of Palm Springs, a California c rter city and municipal corporation, (herein "City"), and Shelter From The Storm, Inc., a California non-profit corporation, (herein "Recipient"). RECITAL A. The City and Recipient are mutually interested in the continued operation of the Shelter From The Storm and the provision of a variety of programs and services to victims of domestic violence within the Palm Springs community. B. The Recipient has agreed to continue to operate the Shelter From The Storm and provide a variety of programs and services to the Palm Springs community as generally contemplated in this Agreement. C. Based on its experience and reputation, the Recipient is qualified and willing to continue the operation of the Shelter From The Storm and provide a variety programs and services to victims of domestic violence within the Palm Springs community. D. City desires to help underwrite the continued operation of the Shelter From The Storm and the provision of programs and services of Recipient. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto agree as follows: AGREEMENT 1. SERVICES OF RECIPIENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Recipient agrees to continue to operate the Shelter From The Storm Transportation/Taxi Voucher Program and provide a variety of domestic violence crisis services to support victims of domestic violence ("Services"). 1.2 Compliance with Law. All services rendered under this Agreement shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of City and any federal, state, or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Recipient shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Promotional Literature. In the event Recipient distributes promotional literature advertising the Services, City shall be acknowledged as a sponsor of the Services. ixa�. 1.5 Volunteer Coordination. To the extent reasonable, if requested by City, Recipient agrees to notify its employees, members and volunteers of opportunities to volunteer at City events. 2. COMPENSATION OF RECIPIENT 2.1 Compensation of Recipient. City agrees to provide Recipient with funding in an amount not to exceed five thousand dollars ($5,000.00) to be used for providing the Services. 2.2 Method of Payment. City will provide Recipient with funding within thirty (30) days of receipt of an invoice from Recipient. 2.3 Chanues. In the event any change or changes to the Services is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional funding. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Recipient shall complete the Services no later than June 30, 2016. Any remaining unused funds after June 30, 2016 shall be returned to City. 3.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Recipient, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Recipient shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, commencing on July 1, 2015, and ending on June 30, 2016 unless extended by mutual written agreement of the parties. 4. COORDINATION OF WORK 4.1 Representative of Recipient. The following principal of Recipient is hereby designated as being the representative of Recipient authorized to act on its behalf with respect to the Services specified herein and make all decisions in connection therewith: Angelina Coe, Executive Director. .. .35. .1 2 4.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. Unless otherwise specified herein, any approval of the City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. Recipient shall not contract with any other individual or 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 assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Recipient, its agents or employees, perform the services required herein, except as otherwise set forth herein. Recipient shall perform all services required herein as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Recipient's work product, result, and advice. Recipient 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. 5. INSURANCE Recipient shall procure and maintain, at its sole cost and expense, policies of insurance as required by the City Attorney. 6. INDEMNIFICATION To the fullest extent permitted by law, Recipient shall defend (at Recipient'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, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Recipient'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 Recipient, its officers, employees, representatives, and agents, which Claims arise out of or are related to Recipient's negligence or willful misconduct in the performance of this Agreement, but excluding such Claims arising from the 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 Recipient's indemnification obligation or other liability hereunder. 7. RECORDS AND REPORTS 7.1 Reports. Recipient shall prepare and submit to the Contract Officer a report concerning the performance of the Services required by this Agreement within thirty (30) days of completion of the Services or upon expiration of this Agreement, whichever occurs first. 7.2 Records. Recipient shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and 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. 7.3 Cost Records. Recipient shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 8. ENFORCEMENT OF AGREEMENT 8.1 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 Recipient covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Recipient. 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 or any other provision of this Agreement. 8.3 Riahts 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. 8.4 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 any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. „w 1,,.,l.. 4 8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Recipient, except that where termination is due to the fault of Recipient 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 receipt of the notice of termination, Recipient shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Recipient shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Recipient may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Recipient, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Recipient or its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Covenant Against Discrimination. Recipient covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 9.3 Political Use/Lobbying. Recipient covenants that the funds provided by City pursuant to this Agreement will not be used for political advocacy or lobbying purposes. 10. MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, 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 pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention: City Manager 3200 E. Tahquitz Canyon Way Palm Springs, California 92262-6959 To Recipient: Shelter From The Storm 73-550 Alessandro Dr, Ste 103 Palm Desert, CA 92260-3613 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by 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, which shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authori . The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "CITY" CITY OF PALM SPRINGS ATTEST: By: B ::V-,: Clerk ity Manager APPRO O F nAPPROgVED By CITY COUNCIL By: City Attorney 1 "RECIPIENT' i y. 1 ' Title: Xj� �/\'✓n�/'�l f2'G{yd` Date: DaleC/CityCouncilContribugons/StlelterFmmTheS[a .Aug15 vinq:.pa165E.1 6