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HomeMy WebLinkAboutA6402 - OLD LAS PALMAS NEIGHBORHOOD ORG - AGR FOR CONSTRUCTION/MAINT. OF MONUMENT SIGNS/SECURITY CAMERAS AMENDMENT NO. 2 TO MONUMENT SIGN AGREEMENT Old Las Palmas Neighborhood Organization This Amendment No. 2 to the Monument Sign Agreement, (herein the "Second Amendment'), made and entered into on this ici I'- day of of ) 2016, by the City of Palm Springs, California, a California Charter City, (herein "C ty"), and the Old Las Palmas Neighborhood Organization, (herein "OLPNO"). RECITALS A. On October 1, 2013, the City and OLPNO entered into an agreement for the construction and maintenance of a monument sign ("Agreement'). B. OLPNO desires to construct an additional monument sign on City Property and desires to donate the monument sign to the City upon completion of construction pursuant to the terms of this Second Amendment. AGREEMENT In consideration of the promises and covenants contained in this Second Amendment and other good and valuable consideration, the City and OLPNO agree: SECTION 1. Section 1 of the Agreement is appended to revise the following paragraph 1.13.: 1.13. OLPNO shall cause to be constructed and installed one additional monument sign (the "Additional Sign")as depicted in Exhibit"D", attached hereto and incorporated herein by reference. The Additional Sign shall be installed on City property at the location shown in Exhibit "D" (the "Additional Sign Location"). OLPNO shall insure that construction of the Additional Sign is completed in a competent, professional and satisfactory manner consistent with prevailing industry standards. The Additional Sign shall be donated to the City pursuant to Section 4 of the Agreement, and shall be subject to all other terms and conditions of the Agreement. SECTION 2. Exhibit "D" attached hereto and incorporated herein by reference is added to the Agreement. SECTION 3.The City and OLPNO agree that the terms of the Agreement, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment. 111 111 SIGNATURES ON NEXT PAGE ORIGINAL BID ANDIOR AGREEMENT IN WITNESS WHEREOF, the City and OLPNO have executed this Second Amendment as of the date first written above. "CITY" "OLPNO"Old Las Palmas Neighborhood CITY OF PALM SPRINGS, Organization a California charter city �r By: David H. Ready, City ger ohn Williams, President ATTEST: By: By: T� u �e + James Thompson, City Clerk Doug D enfeld, Secre ary/Treasurer APPROVED AS TO FORM: APPROVED BY CITY MANAGER By: ho (d* �p p Doug s C. Holland, City Attorney Exhibit "D" OLD LAS PALMAS MONUMENT SIGN: LOCATION 6 Approximate pavement edge No Curb Landscaped s-rxe_vFen q .o N median r._ _ N Via Las Palmas € Q w/o curb r is io N J L � I �Je e• -7 i Palm Tree Cr h 3'6" Palm Tree No "Pb y S �i4 4QS pq/h 1�a, = 2 ctr 4 � kep S •. �:' ENCROACHMENT LICENSE AGREEMENT (Old Las Palmas Neighborhood Organization) /5+�1 Svp-�w�vr THIS ENCROACHMENT LICENSE(the"License") is entered into thisQw day of#ey, 2014, by and between the Old Las Palmas Neighborhood Organization, an unincorporated non-profit entity ("Licensee") and the CITY OF PALM SPRINGS, a California charter city ("City"). RECITALS: A. Licensee desires to construct and maintain up to eighteen (18)security cameras on and/or along public rights-of-way in the Old La Palmas Neighborhood, hereinafter referred to as the"Encroachment',which will encroach on the City property at the locations described and shown on Exhibit "A" (the "Encroachment Area"). B. City is the owner of certain fee and/or easement interests in that certain real property located in the City of Palm Springs, County of Riverside, State of California, ("City Property"). C. City has agreed to grant to Licensee an encroachment permit("Permit')for the Encroachment in accordance with Chapter 14.16 of the City of Palm Springs Municipal Code on the condition that Licensee executes this License. In consideration of these promises and mutual agreement, City and Licensee agree as follows: 1.0 License. The City hereby grants a License to Licensee to construct the Encroachment within the Encroachment Area upon all of the terms and conditions of the Permit and this License. 2.0 Commencement of Construction. Licensee shall commence the construction of the Encroachment within a reasonable amount of time, in no event to exceed ninety (90) days following the execution date of this License. Before beginning any physical work on the Encroachment, Licensee shall notify City that construction of Encroachment will be commenced, at least twenty-four(24) hours prior to commencement of such work. Licensee shall also notify the City upon completion of the Encroachment. 3.0 Construction of Encroachment Encroachment within City right-of-way will be consistent with Project Detail shown on Exhibit "A". Any security camera placed pursuant to this License shall be constructed in a careful and workmanlike manner and in accordance with plans and specifications to be submitted to and approved by the City of Palm Springs Department of Public Works and Engineering Department, before Licensee commences construction of Encroachment within the Encroachment Area, or commences construction of any work on Licensee Property. 4.0 Maintenance. Licensee shall have the right and obligation to maintain, repair and replace, at its own cost and expense,the Encroachment so as to keep the Encroachment Area in a neat, clean, first class condition and in good order and repair, free of trash and debris at all times. As the Encroachment Area consists of public street rights-of-way, the Licensee shall ensure that any excavations, backfill and repaving, as necessary, by Licensee for the Encroachment are maintained as required by the City, in accordance with applicable City standards or as directed by the City Engineer. Licensee hereby agrees to perform such additional repairs and/or maintenance work in the Encroachment Area within fifteen(15)days notice from City. Licensee shall have access across the City Property at all times while the License is in effect solely for the purposes as noted in Section 3. In the event that Licensee does not maintain the Encroachment as required herein, the City will have the option to either (i)terminate the License as more particularly provided in Section 7 or, (ii)aftergiving Licensee reasonable notice, to make such repairs or perform such maintenance as is required. If City performs the required repairs and/or maintenance,City shall submit an invoice to Licensee for payment of the repairs and/or maintenance work performed by City, including administrative fees, and Licensee shall pay such invoice received within thirty (30) days for such work performed. Failure to pay any invoice submitted to Licensee by City within thirty (30) days notice from City shall automatically terminate the License herein granted. 4.1 Construction by Others within Encroachment Area. Licensee hereby acknowledges that the License herein granted by City is non-exclusive, and that City may grant subsequent encroachments within the Encroachment Area to other parties, including public utility companies, other governmental agencies, and private parties 4.2 Relocation of Encroachment within City Riaht-of-Way. In the event of a conflict with any other proposed used by any public agency or private party whose proposed utility is approved for installation by City within the Encroachment Area, Licensee hereby agrees to relocate the Encroachment,at Licensee's sole expense, as necessary to remove any such conflict with any other proposed use by any public agency or private party. Licensee shall prepare relocation plans for the Encroachment and submit to the City Engineer, as well as the affected public agency or private party, for review and comment within thirty (30) days notice from City of the conflict. Licensee shall relocate the Encroachment, as directed by the City, pursuant to Sections 2, 3, and 5 of this License, except, however, that relocation of the Encroachment, as approved by City, shall commence no later than thirty (30) days approval of relocation plans for the Encroachment by City. 5.0 Installation and Maintenance of Safety Precautions. Licensee shall, in connection with the construction and maintenance of the Encroachment, provide, install, and maintain such lights, barriers, warning signs or other safety precautions as are reasonably necessary to protect anyone utilizing the City Property for whatever reason. In the event that the City determines that suitable safety precautions are not being provided by Licensee, the City may, after two (2) days notice from City to Licensee, provide, install and maintain such safety precautions. If the City provides the safety precautions pursuant to this Section 5, City shall submit an invoice to Licensee for payment of the safety precautions installed by City, including administrative fees, and Licensee shall pay such invoice received within thirty (30) Encroachment License Page 3 days for such work performed. Failure to pay any invoice submitted to Licensee by City within thirty (30) days shall automatically terminate the License herein granted. 6.0 Indemnity. Licensee hereby agrees to indemnify and defend the City, its officers, agents, and employees against and to hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (collectively "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the location, construction, maintenance, relocation or removal of the Encroachment, but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to City, and in connection therewith: (a) Licensee will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Licensee will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities and Licensee agrees to save and hold the City, its officers, agents and employees harmless there from; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Licensee for such damages or other claims arising out of the location, construction, maintenance, relocation or removal of the Encroachment, Licensee agrees to pay the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys fees. 7.0 Insurance. Licensee shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this License, in a form and content satisfactory to City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Licensee's use of the Encroachment within the Encroachment Area under this License, and sufficient to cover Licensee's obligations under Section 6.0 of this License. Insurance shall be kept in full force and effect during the term of this License, and shall not be cancelable without thirty (30) days written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insured by original endorsement shall be delivered to and approved by City prior to City's approval of this License. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Licensee's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 7.1 Minimum Scope of Insurance. The minimum amount of insurance required hereunder shall be as follows: Encroachment License Page 4 Comprehensive general liability and personal injury with limits of at least One Million Dollars ($1,000,000) combined single limit coverage per occurrence. For any claims related to this License, Licensee's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Licensee's insurance and shall not contribute with it. 7.2 Sufficiency of Insurers. Insurance required herein 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 Vill, or better, unless otherwise acceptable to the City. 7.3 Verification of Coverage. Licensee shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this License. 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 approval of this License. City reserves the right to require Licensee's insurers to provide complete, certified copies of all required insurance policies at any time. Verification of Insurance Coverage may be provided by: (1) an approved General 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 Encroachment License for Security Cameras") may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have" ("as respects Encroachment License for Security Cameras" may be included in this statement). 3. "Should any of the above described policies be cancelled 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. See example below. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policy. Encroachment License Page 5 All certificates and endorsements are to be received and approved by the City before this License is approved. Cancellation Example: SHOULD ANY OF THE ABOVE REFERENCED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS* WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. "The broker/agent can include a qualifier stating "10 days notice for nonpayment of premium." 7.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Licensee shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. 7.5 Severability of Interests (Separation of Insured). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 7.6 Insurance Increase. Not more frequently than one (1)time every three (3) years, if, in the opinion of the City, the amount of public liability and property damage insurance coverage at that time is not adequate, the City may require modifications to the required insurance coverage in this Section 7. City shall notify Licensee, and Licensee hereby agrees to provide City with certificates and endorsements evidencing City's required increased insurance coverage amounts within thirty (30) notice from City. Failure of Licensee to provide City with certificates and endorsements evidencing City's required increased insurance coverage amounts within thirty (30) days shall automatically terminate the License herein granted. 8.0 Additional License. Licensee may install and maintain a computer server at the City's Police Department or on the grounds of the Police Department as approved in writing by the City's Chief of Police. Police Department personnel and City Information Technology personnel shall have access to the computer server but the City shall have no obligation to access, review, monitor, or maintain the computer server. Licensee shall provide Encroachment License Page 6 the City's Chief of Police a minimum of 48-hours notice for Licensee to physically access to the computer server for maintenance, repair and/or replacement. 9.0 Termination. The License is terminable with or without cause by City at any time. Licensee shall remove the Encroachment and restore the Encroachment Area on the City Property to its former condition, at Licensee's sole cost and expense, within thirty (30) days notice from City. In the event Licensee fails to remove the Encroachment and restore the Encroachment Area on the City Property within thirty (30) days notice from City, City shall have the right to do so without notice to Licensee. Licensee shall immediately reimburse the City for all expenses incurred by City in the removal of the Encroachment and restoration of the Encroachment Area on the City Property. Said amounts shall accrue interest from the date the expenses were incurred by City at the maximum non-usurious interest rate permitted by law. 10.0 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to be given under the provisions of this License shall be in writing and either served personally or sent prepaid, first-class mail to the following address: To City: City of Palm Springs PO Box 2743 Palm Springs, CA 92263-2743 Attn: Public Works and Engineering Department With Copy to: City Attorney, City of Palm Springs PO Box 2743 Palm Springs, CA 92263-2743 Attn: Douglas Holland Licensee: Old Las Palmas Neighborhood Organization Attn: Rick Moran P.O. Box 2658 Palm Springs, CA 92264 Either party may change its address from time to time by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed pursuant to this Section 10. 11.0 Attorneys Fees. In any action between the parties hereto seeking enforcement of this License, or in connection with the License or the Permit, the prevailing party in such action shall be entitled to have and to recover from the other party its reasonable attorneys' fees and other reasonable expenses in connection with such action or proceeding in addition to its recoverable court costs. Encroachment License Page 7 12.0 Successors and Assigns. This License shall be binding upon and inure to the benefit of the Parties' successor and assignees. 13.0 Amendment or Modification. This License may not be modified or amended except by written agreement by all parties. 14.0 Governing Law. This License shall be governed by and construed in accordance with the laws of the State of California. 15.0 Severability. The invalidity or unenforceability of any provision of this License with respect to a particular party or set of circumstances shall not in anyway affect the validity and enforceability of any other provision hereof or the same provision when applied to another party or to a different set of circumstances. 16.0 Authority. The persons executing this License on behalf of the Parties warrant that they are duly authorized to execute this License on behalf of the Partiies and that by so executing this License the Parties are formally bound to the provisions of this License. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. "LICENSEE" Old Las Palmas Neighborhood Organization �, A By: (4f�TY.y7Y/T 6 •�`�`dl"G�Y} By: Richard H.Uofflefr, President De4T - ATTEST: (Moran RHH CITY OF PALM SPRINGS, a California charter city By: C .__ By: % ames Thompso �Cfttyerk David H. Ready, nager APPROVED AS TO FORM: By: 50-i glai Holland, City Attorney APPROVED BY CITY MANAGER 0�' Encroachment License Page B n EXHIBIT "All s Old Las Palmas Neighborhood eem Hme 17 C. W. JIML H�w cwn Hwy[ ec«�«ounn.ws� wv�Hon. e x w'M wo.k w� /� NVUUaPeMf w ov • wv«efuv wvoem & � wWLds wwq€�de wvi We wwWA H«moe+n ��p 8 wciu.mea Ennw,ni.; C .. wu«unve«m } � YA C✓+« em. Lwwea..;� ys ew 8 wcmama MnNPifi & Cnxn e.P�^4 fVbi.- �' �MmMwn 9«V.MMfwNvi: } Y/ oHJ WnkIPW � uwq. O Security Camera Placement: OLP Neighborhood Markers: = Existing City Camera First Old Las Palmas d Camera o City g M T = n it Light Pole or Palm Tree Neighborhood Marker rkr (#4 &#6 on palm trees may require a Potential locations for rechargeable Battery Pack) ¢ additional markers contingent on t = Camera with Solar Panel on Pole right-of-way and placement issues v (,�j= Location on City right of way) = Camera provided by Jackie Autry [Revised: 25 April 21041 '�� Arrow indicates direction of view AGREEMENT REGARDING ACCEPTANCE OF DONATED A6402 MONUMENT SIGNS-OLD LAS PALMAS NEIGHBORHOOD ORGANIZATION 7� {{ This Agreement is made this/ day 21��;07 2014, by and between the City of Palm Springs ("City") and the Old Las Palmas Neighborhood Organization ("OLNPO"). Whereas,City and OLNPO have entered into agreements dated October 1, 2013 and April 26, 2014 providing for OLNPO's construction and donation of certain monument signs on city property, and Whereas, the agreements provide that upon satisfactory completion of said monument signs City will accept the donation and ownership of the signs, and Whereas,City has determined that the monument signs have been satisfactorily completed, NOW THEREFORE, OLNPO hereby offers and City accepts the monument signs identified described in the site locations set forth in the above stated agreements. OLNPO Old Las Palmas Neighborhood Organization By: President of Palm Springs APPROVED BY CITY MANAUR A;rEIsT: a iy Clerk �` �'iGlty�� 131U A44DIQR AGRL" AMENDMENT NO. 1 TO MONUMENT SIGN AGREEMENT Old Las Palmas Neighborhood Organization This Amendment No. 1-to the Monument Sign Agreement ("Amendment') is made and entered into this day of t L, 2014, by and between the City of Palm Springs, California, a California Charter City ("City"), and the Old Las Palmas Neighborhood Organization ("OLNPO"). RECITALS A. On October 1, 2013, the City and OLNPO have entered into an agreement for the construction and maintenance of a monument sign ("Agreement'). B. OLNPO desires to construct additional monument signs on City Property and desires to donate the monument signs to the City upon completion of construction pursuant to the terms of this Amendment. AGREEMENT In consideration of the promises and covenants contained in this Amendment and other good and valuable consideration, the City and OLNPO agree: SECTION 1. Section 1 of the Agreement is appended to add the following paragraph 1.A.: 1.A. OLPNO shall cause to be constructed and installed four additional monument signs ("Signs") as depicted in Exhibit "C," attached hereto and incorporated herein by reference. Such Signs shall be installed on City property at the locations shown in Exhibit "C" ("Sign Locations"). OLPNO shall insure that the Project is completed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. Signs shall be donated to the City pursuant to Section 4 of this Agreement, and shall be subject to all other terms and conditions of the Agreement. SECTION 2. Exhibit "C" attached hereto and incorporated herein by reference is added to the Agreement. SECTION 3. The City and OLNPO agree that the terms of the Agreement, shall remain unchanged and in full force and effect, except as specifically provided in this Amendment. W W [SIGNATURES ON NEXT PAGE] Monument Sign Agmt. Amend. No. 1 OLPNO Page 1 of 2 In witness whereof, the City and OLPNO have executed and entered into this Amendment as of the date first written above. CITY OF PALM SPRINGS, "OLPNO" Nei A California Charter City Old Las Palmas Neighborhood Or 9. 54��/1 David H. Ready, Ci Fager Richard H. Moran, President ATTEST: ,oKes Thompson, City Clerk Dean T. Higgins, Secretary APPROVED AS TO FORM: Dougla C. Holland, City Attorney APPROVE, BYC:TYCOUNCIL W cnt2r kD G�Q6o? Monument Sign Agmt. Amend. No. 1 OLPNO Page 2 of 2 EXHIBIT "C" OLD LAS PALMAS LNA SIGN: LOCATION 2 O Curb m 5'-4"x 6'-0"Footing a 5'-4"x 6'-0"Footing Palm Tree Landscaped Palm tree a0 median with curb a-io Landscaped median with curb W Chino Drive 4-10" 4 Curb Curba [�p OLD LAS PALMAS MONUMENT SIGN : LOCATION 3 L 0 O V N L a Approximate z pavement edge LJip �dg, 2b NO C 5-4" x 6'-0" Footing I [i w Merito p/ t in Q� b No Curb Urb Longest dimensions of rounded median (no curb) are approximately 29' x 32' OLD LAS PALMAS 0 MONUMENT SIGN: LOCATION 4 s Z X CL Mountain View PI CL 5'-4" x 6-0" Footin 5'd'x 8'-0"F.W9 Landsmped '� -59' Landscaped median medion with<ur6 L o 54' with curb 5-4„ e L Q} } O U N Ol L 0_ Z OLD LAS PALMAS MONUMENT SIGN: LOCATION 5 a 0 -25' 5idewdk 5-4"x 6'-0"Footing 101a0- Property Wall 1 Sidewalk Footing ioao "6 Property Wall M W Via Lola PN6�x?,- AGREEMENT FOR CONSTRUCTION AND MAINTENANCE OF MONUMENT SIGN This Agreement for Construction and Maintenance of Monument Sign ("Agreement") is hereby entered into and effective this /,*day of 17<,Vlw r , 2013, ("Effective Date") by and between the City of Palm Springs, a California charter city and municipal corporation, ("City") and the Old Las Palmas Neighborhood Organization("OLPNO"). City and OLPNO are individually referred to as "Party" and collective referred to as the "Parties." RECITALS 1. OLPNO desires to construct an "Old Las Palmas" neighborhood monument sign on City property at the intersection of North Via Las Palmas and South Via Las Palmas near North Palm Canyon Road in the City of Palm Springs. 2. OLPNO desires to donate the monument sign to the City upon completion of construction and have the City maintain the sign. 3. City desires to allow OLPNO to construct the monument sign on City property and accept OLPNO's donation of the sign. In consideration of these promises and mutual agreements, City and OLPNO agree as follows: AGREEMENT 1. Sign Construction. OLPNO shall cause to be constructed and installed a monument sign ("Sign") as depicted in Exhibit "A", attached hereto and incorporated herein by reference, ("Project"). The Sign shall be installed on City property at the location shown in Exhibit "A" ("Sign Location"). OLPNO shall insure that the Project is completed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. 2. Costs. OLPNO shall be responsible for all costs associated with the Project. 3. Insurance. OLPNO shall procure and maintain, and cause its contractors to procure and maintain, policies of insurance covering the Project as set forth in Exhibit "B", attached hereto and incorporated herein by reference. 4. Donation and Acceptance. Upon completion of the Project, OLPNO agrees to donate the Sign to the City. Prior to acceptance of the Sign, City shall have the opportunity to inspect the Sign to insure)t� conforms with Exhibit "A" and has been completed in a competent, professional and satisfactory manner. 5. Temporary Right of Access. City grants OLPNO, its agents and contractors, temporary right of access to the Sign Location for purposes of constructing the Sign. This right of access shall be in effect until the Project is completed, but in no event longer than ninety (90) 953238.1 days from the effective date of this Agreement. OLPNO shall be responsible for repairing any damage to the Sign Location caused by OLPNO, its agents or contractors. 6. Indemnification. OLPNO shall defend, indemnify and hold harmless the City, its elected officials, officers, employees, agents and volunteers, 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, for damage to property, including property owned by City, from any violation of federal, state, or local law or ordinance, and from errors and omissions committed by OLPNO, its officers, employees, representatives, agents, and contractors, that arise out of or relate to OLPNO's performance of its obligations 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. OLPNO's indemnification obligation shall survive the expiration or earlier termination of this Agreement. 7. Property Rights. It is expressly understood and agreed that nothing in this Agreement represents or gives OLPNO any right or interest of title in or to the Sign Location or any City property whatsoever, but only grants a temporary right of entry to the Sign Location for purposes of completing the Project as described herein. 8. Maintenance and Repair. City shall be responsible for ordinary maintenance of the Sign. In the event the Sign is damaged, such as from an automobile or other accident, OLPNO shall be responsible for repair or replacement of the Sign. In the event the Sign is damaged or in need of repair, City will give OLPNO notice in accordance with Section 16 of this Agreement. OLPNO shall have sixty (60) days from the date the City gives notice to repair or replace the Sign. If OLPNO does not repair or replace the Sign within sixty (60) days of receipt of notice, the City may, but is not required to, repair, replace, or remove the Sign, and OLPNO shall be responsible for reimbursing the City for its costs. 9. Licenses and Permits. OLPNO shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law. 10. Time for Completion. OLPNO shall complete the Project within sixty (60) days from the Effective Date of this Agreement. OLPNO shall not be accountable for any delays in completion of the Project caused by any condition beyond its control and without the fault or negligence of the OLPNO. 11. Term. Unless earlier terminated in accordance with the provisions of this Agreement,this Agreement shall continue in full force and effect for as long as the Sign remains on City Property at the Sign Location. 12. Termination. City may terminate this Agreement at any time prior to acceptance of the Sign, with or without cause, upon thirty (30) days written notice to OLPNO. Where termination is due to the fault of OLPNO and constitutes an immediate danger to health, safety, 953238.1 and general welfare, the period of notice shall be such shorter time as may be determined by the City. 13. 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 OLPNO covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 14. 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. 15. 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. 16. Notice. Any notice, demand, request, consent, approval, or communication that 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. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either party may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To OLPNO: (to be inserted) jGlw S� P i^5'S c,P4 aZl_& y 17. Integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 18. Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 953238A 19. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. 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. 20. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 21. 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. 22. Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. [SIGNATURES ON FOLLOWING PAGE] 953238.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. "CITY" City of Palm Springs Date: o� o a / 2 o i 3 By David H. Ready City Manager APPROVED BY CRY MANAGER APPROVED A TO FORM: ATTEST �O By: O' By: Douglas . Holland, ames Thompson, City Attorney City Clerk "OLPNO" Old Las Palmas Neighborhood Organization Date: /o / 1 1 13 By : (name) resident) Date: �\ V®wv (name) LJ ec,.✓� � ��� c��nS �c. �1�'�1 (secretary) 953238.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT awu coos s 1 fag State of California County of 1yoes1 D� On r/Zo f� before me, Date Here Insert Name antl Title of the Officer personally appeanadf �A^ ( t/V s Names)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(A) whose name($) is/em subscribed to the within instrument and acknowledged to me that he/shaWwy executed the same in his/heTMTeir authorized capacity("), and that by his/heMbeir signaturef5) on the instrument the ANGEL MENDEZ person( ), or the entity upon behalf of which the Comtmtslon•2028913 person(g) acted, executed the instrument. Le Notary Public-California Riverside County Comm.W1111 Jun U,2017 1 certify under PENALTY OF PERJURY under the r laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signatu __s Piece Notary Seal Above N jignaWfe of Notary JbIfic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document A Title or Type of Document: Document Date:_J a 1 D7 IW l3 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: K IL( f 1 - 1" KJt04signer's Name: ❑ Corporate Officer — Title(s): ❑Corporate Officer — Title(s): ❑ Individual ❑ Individual ❑ Partner— ❑Limited ❑General ❑ Partner — ❑Limited ❑General ❑ Attorney in Fact ❑Attorney in Fact ❑ Trustee ❑Trustee ❑ Guardian or Conservator ❑Guardian or Conservator Cd Other:'VQAES I M>047- ❑Other: Signer Is Representing: Signer Is Representing: ©2012 National Notary Association •NationalNotary.org• 1-800-US NOTARY(1-800-876-6827) Item#5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of V-�✓\ On +ix L7a~ o! before me, �'. z._ �Lj �. AIa`�t4 �uGI C earo He,a Neweave d4 ror personailyappeared lC`,L���tl C+ tAOT'A^ Nmrla)al6gna(q who proved to me on the basis of satisfactory evidence to be the personiwhose name(Kralaffsubscrlffed to the within Instrument and acknowledged to me that helehisithii executed the same in hisrhatMeirarMorized capadWWsj;and that by hisibedthehrsign"fe(a}on the r JUST N SWIFT instrument the persort(aj, or the entity upon behalf of p0 _ CO"I v 1 ss2sae SDI which the person*-acted,executed the instrument. ly ® N0TMy1xUBLIC-CA'r0F A Q MAawccuNry 0 I cart'ify under PENALTY OF PERJURY under the laws My Comm.Expires Septembv 17.20151 "� of the State of California that the foregoing paragraph Is true and correct_ WITNESS and and otf woaNNwys� mew Signature awe OPTIONA Thoi Me r/Mrmation below is not roqutred by law.M may pnxa yahrebie to persona relying on Me document and cvukl Prevent fmadk*m removal and reettachment of itn fwrn to oxwM r doCurm". Description of Attached Document Title or Type of Document: Document Date: .___—.—__ —Number of Pages: — Slgner(s)Other Than Named Above: Cepecity(les)Claimed by Signer(s) Signer's Nana:____..._.----_ Signers Name:i_____ Individual 1 Individual 71 Corporate Officer—Tille(s): L Corporate Officer—Tiae(s):._....� U Partner—U Limited U General L Partner—I_-,,Limited L General ❑ Attorney in Fact L Attorney In Fact Trustee roc of[numb nwe C Trustee ; toe m nanm mono Ll Guardian or Conservator ❑Guardian or Conservator O Other—_._„_, J Other: _ _-- Signer Is Representing: Signer Is Representing: 9dYn NaMoul Nowry Aaoeaaon•B990 heoro M,P.(1 Nva P4fQ•gwmwnb.GA al31b210a•www.NaNarelNWryma New Ytt9d! RtaOo:Cen Rtlfrx 184168i&aB2l 953238.1 EXHIBIT "A" 953238.1 Y Por:ES (MI�YR urxs� EYOMvIO WIS°ILTEpI OHO WB psl.n69' �— 20 G 9•Etl M•9 �-.. Vewaf. YWURR Gn�YM'W�MM9-4bli. a �.+saes Paww ' Pw•aa.enr wv. I VERTICAL SECTION ELEVATION ,,.,•-B'SCALE ,'=,'.W SGLE ............. f "-- � CJ.o W/e[IsiY•eR 4MGp fiYwo k Brl•NN4 F1.[4'.rlM�t I: ••. I I f• p ( PLAN VIEW C f e - i I PLAN VIEW E .yase I 'e / I I � D - --- ------- - -- ------- ---- HORIZONTAL SECTION PLAN C_H • t -'-- } IL IAA YWAYV r 4fnrKr /t fi y , ,I � CGl Lpn� XAPtiA I y,. S. \ U L / ...� t.• I ceaEPi Isw.m• In al, OLD LAS PALMAS NEIGHBORHOOD MoNUMENT SIGN: LOCATION 5 01 L PALMAS MONUMENT SIGNAGE --"a•=^� - I EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 953238.1 INSURANCE 1. Procurement and Maintenance of Insurance. OLPNO shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from OLPNO's performance under this Agreement. OLPNO shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. OLPNO shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty(30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of OLPNO's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: required X is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If OLPNO has no employees, OLPNO shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, OLPNO's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of OLPNO's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and 953238.1 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if OLPNO provides claims made professional liability insurance, OLPNO shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of OLPNO's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount this Agreement for at least three ears after completion of OLPNO's services under required b t s p q Y �' Y this Agreement. OLPNO shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. 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 otherwise acceptable to the City. 6. Verification of Coverage. OLPNO shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting 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 OLPNO'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 self- 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. 953238.1 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 OLPNO's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) OLPNO shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. OLPNO guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 953238.1