HomeMy WebLinkAboutAgreement - SBCSAGREEMENT
BY AND BETWEEN
THE CITY OFNATIONAL CITY
AND
South Bay Community Services
THIS AGREEMENT is entered into this 20th day {fJuly, 2011, by and between
the CITY {)FNATIONAL CITY, 8municipal corporation (the "C|TY'')'and South Bay Community
Services, 8 California nonprofit public benefit corporation (hereinafter ^GBCS" or S
BEC!T4LS
WHEREAS, the CITY UeSiR)S to employ CONTRACTOR to provide pn]gr8nn
services for the H0nne|e8S Outreach Pk]gn8nn and Enforcement ("HOPE").
WHEREAS, the CITY has determined that the CONTRACTOR is 8 O0O-p[0fi1
0rg8Oiz81i0O and is qualified by experience and ability to perform the Sen/iCeS desired by the
C|TY. GOU the CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1ENGAGEMENT The CITY hereby agrees t0engage
the CONTRACTOR and the CONTRACTOR hereby agrees t0 perform the services hereinafter
set forth iOaccordance with all terms and conditions contained herein.
The CONTRACTOR R)preSCOtS that all SenviC8S required hereunder will be
performed directly by the CONTRAc-rOR or under direct supervision of the CONTRACTOR.
2. SCOPE OF SERVKCES. The CONTRACTOR will perform services as
set forth in the attached Exhibit ')4^
The CONTRACTOR Sh8U be responsible for all research and reviews related to
the work and Sh8|| not rely on personnel of the CITY for such services, except as authorized in
8Uv8OCe by the CITY. The CONTRACTOR Sh8U appear at meetings cited in Exhibit 'Y\ 't0 keep
staff and City Council advised 0fthe progress 0Othe project.
The CITY may unilaterally, or upon request from the CONTRACT[)R, from time t0time
R)Uuoe or increase the Scope of Services to be performed by the CONTRACTOR under this
Agreement. Prior t0doing S0. the CITY and the CONTRACTOR agree to meet in good faith
and confer for the purpose of negotiating 8 corresponding reduction or increase in the
C0mpeOS8ti0O 8SS0C|8teU with said change in services, not to exceed 395.000.00 total
compensation for the period 0fservice.
3. PROJECT COORDINATION AND SUPERVISION.
Arnn8OU0 Verg8r8 "0r their designee" hereby is designated as the HOPE
Coordinator for the CITY and will monitor the pn0g[eSS and execution of this Agreement. The
CONTRACTOR Sh8|| 8SSigO 8 single HOPE Supervisor to provide supervision and have overall
responsibility for the progress and execution of this Agreement for the CONTRACTOR by the
CONTRACTOR representative. Jose MiF8|eS "or their designee" thereby is designated as the
HOPE Supervisor for the CONTRACTOR.
4. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR Sh8U be based on monthly billings covering 8Ctu8| vv0[h performed. Billings
Sh8U include |8b0[ C|8SSifiC8ti0nS, respective rates, h0U[S worked and also Ol8t8h8|s. if any'
The h}t8| cost for all work described in Exhibit "B"Sh8U not exceed the schedule given in Exhibit
"E["Monthly invoices will be processed for payment and remitted within thiMx(3O) days from
receipt of invoice, provided that work iS 8CC0Olp|iSh8d consistent with Exhibit "A'`. as determined
by the CITY.
The CONTRACTOR shall maintain all b00hS' U0CuOlentG' papers, employee time
sheets, accounting F8C0[dS, and {the[ evidence pertaining to C0StS incurred and Sh8U Ol8he
such Ol8te[i8|S available at its office at all [e8S0n8b|e times during the term of this Agreement
and for three /3\ y88[S from the date of final payment under this Agreement, for inspection by
the CITY and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY, C)FWORK. The City shall r88S0nabk/ any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner 0fperformance, the acceptable completion 0fthis Agreement and the amount 0f
compensation due. In the event the CONTRACTOR and the City cannot agree t0the quality 0[
acceptability Ofthe work, the manner 0fperformance and/or the compensation payable tOthe
CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written
notice. Within ten /10\ business days, the CONTRACTOR and the City shall each prepare 8
report which supports their position and file the same with the other party. The City shall, with
reasonable diligence and in good faith determine the quality or acceptability of the work, the
manner Ofperformance and/or the compensation payable t0the CONTRACTOR.
O. LENGTH OF AGREEMENT. Completion dates O[time durations for the
Project is from the date Of this Agreement through June 30. 2012, or as determined by the
federal government program, OJP.
7. PISPOSITION AND OWNERSHIP OF DOCUMENTS. The memoranda,
reports, supplies, equipment, and documents prepared by the CONTRACTOR for this Project,
whether paper or e|eCtn}niC. Sh8|| become the property of the CITY for use with respect 1Othis
Project, and Sh8|| be turned over to the CITY upon completion Of the Project, 0[any phase
thereof, 8scontemplated bythis Agreement.
Contemporaneously with the transfer of documents, the CONTRACTOR hereby
assigns to the CITY and CONTRACTOR thereby expressly waives and diSC|8iOlS' any copyright
in, and the right to [ep[0duCS. all written Ol8te[i8|, drawings, plans, specifications 0[other work
prepared under this agreement, except upon the C|TY`S prior authorization regarding
reproduction, which authorization Sh8|| not be un[S8S0n8b|y withheld. The CONTRACTOR
Sh8||' upon request of the CITY, execute any further dOCuOlent/S\ necessary to further
effectuate this waiver and diSC|8iOle[
The CONTRACTOR agrees that the CITY may use, reuse, 8|1S[' reproduce,
modify, assign, transfer, or in any other vv8y' OlediVOl or method utilize the CONTRACTOR'S
written vv0[h product for the C|TY`S purposes, and the CONTRACTOR expressly waives and
diSC|8iOlS any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic vv0[hS.
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Any modification or reuse by the CITY of documents prepared by the
CONTRACTOR shall relieve the CONTRACTOR from liability under Section 15 but only with
respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY
should the documents be used by the CITY for some project other than what was expressly
agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance
of this Agreement will be acting in an independent capacity and not as agents, employees,
partners or joint ventures with one another. Neither the CONTRACTOR nor the
CONTRACTOR'S employees are employees of the CITY and are not entitled to any of the
rights, benefits, or privileges of the CITY's employees, including but not limited to retirement,
medical, unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONTRACTOR and
the CONTRACTOR's employees, and it is recognized by the parties that a substantial
inducement to the CITY for entering into this Agreement was, and is, the professional
reputation and competence of the CONTRACTOR and its employees. Neither this Agreement
nor any interest herein may be assigned by the CONTRACTOR without the prior written
consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from
employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the
applicable terms of this Agreement.
9. CONTROL. Neither the CITY nor its officers, agents or employees shall
have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's
employees except as herein set forth, and the CONTRACTOR expressly agrees not to
represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are
in any manner agents, servants or employees of the CITY, it being understood that the
CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent
contractors and that the CONTRACTOR's OR's obligations to the CITY are solely such i as are
prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the
performance of the services to be provided herein, shall comply with all applicable State and
Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City
of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each
of its subcontractors, shall to the extent required under law obtain and maintain a current City of
National City business license prior to and during performance of any work pursuant to this
Agreement.
11. LICENSES, PERMITS, ETC, The CONTRACTOR represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONTRACTOR represents and covenants
that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the
term of this Agreement, any license, permit, or approval which is legally required for the
CONTRACTOR to practice its profession.
12. STANDARD OF CARE,
A. The CONTRACTOR, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONTRACTOR'S trade or profession currently practicing under
similar conditions and in similar locations. The CONTRACTOR shall take all special precautions
necessary to protect the CONTRACTOR's employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONTRACTOR's professional performance or the
furnishing of materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying in a
commercially reasonable manner any unique products, treatments, processes or materials
whose availability is critical to the success of the project the CONTRACTOR has been retained
to perform, within the time requirements of the CITY, or, when no time is specified, then within a
commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY
otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments
identified in the project documents prepared for the CITY are reasonably commercially
available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will
render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's
later inability to obtain the specified items or any reasonable substitute within a price range that
allows for project completion in the time frame specified or, when not specified, then within a
commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS, The CONTRACTOR shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONTRACTOR will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall
include but not be limited to the follo•wing: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees
to post in conspicuous places available to employees and applicants for employment any
notices provided by the CITY setting forth the provisions of this non-discrimination clause.
14.. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONTRACTOR certain confidential information to enable the
CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of
such information, even within its own organization, to the extent necessary to perform the
services to be provided herein. The foregoing obligation of this Section 14, however, shall not
apply to any part of the information that (i) has been disclosed in publicly available sources of
information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONTRACTOR without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has
been or is rightfully authorized by that third party.
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The CONTRACTOR shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement (except as required to perform the services set forth in Exhibit "A") without the prior
written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply
with all legal obligations it may now or hereafter have respecting the information or other
property of any other person, firm or corporation.
CONTRACTOR shall be liable to CITY for any damages caused by breach of
this condition, pursuant to the provisions of Section 15.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR
agrees to defend, indemnify, and hold harmless the City of National City, its officers and
employees, against and from any and all liability, loss, damages to property, injuries to, or death
of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable
attorneys' fees, and defense costs, of any kind or nature, including workers' compensation
claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR's
negligent performance of this Agreement.
16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with
all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code and
all amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the CITY and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CITY or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONTRACTOR under this Agreement.
17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall
purchase and maintain, and shall require its subcontractors, when applicable, to purchase and
maintain throughout the term of this agreement, the following insurancepolicies:
A. If checked, Professional Liability Insurance (errors and omissions) with
minimum limits of $1,000,000 per occurrence.
B. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles ("any auto").
C. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising
out of its operations under this Agreement.
D. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONTRACTOR'S employees and employers' liability
insurance with limits of at least S1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided
prior to commencement of work under this Agreement.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
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F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CITY and its officers, agents and employees as
additional insureds, and separate additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
H. Any aggregate insurance limits must apply solely to this Agreement.
Insurance shall be written with only California admitted companies which
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the City's Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of , 10,000 must be
disclosed to and approved by the CITY.
18. LEGAL FEES. If any party brings a suit or action against the other party
arising from any breach of any of the covenants or agreements or any inaccuracies in any of
the representations and warranties on the part of the other party arising out of this Agreement,
then in that event, the prevailing party in such action or dispute, whether by final judgment or
out -of -court settlement, shall be entitled to have and recover of and from the other party all
costs and expenses of suit, including attorneys' fees,
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall
not be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the
dispute by mediation in San Diego, California, in accordance with the Commercial Mediation
Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The
costs of mediation shall be borne equally by the parties. Any controversy or claim arising out
of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties
to the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
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20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CITY. Termination without cause shall be effective only upon 30-day's written
notice to the CONTRACTOR or upon expiration of the agreement or funding from the federal
government program. During said 30-day period the CONTRACTOR shall perform all services
in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CITY for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONTRACTOR in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CITY.
C. This Agreement may be terminated by the CONTRACTOR for cause in
the event of material breach of this Agreement by the CITY, including without limitation, failure
of the CITY to pay CONTRACTOR in a timely manner for services provided hereunder.
D. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the other party as provided for herein.
E. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective
date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any
damages caused the CITY by the CONTRACTOR's breach, if any. Thereafter, ownership of
said written material shall vest in the CITY all rights set forth in Section 7.
F. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONTRACTOR.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mall postage prepaid, returnreceipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight
mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To CITY:
Armando Vergara
Neighborhood Services Division
City of National City
1243 National City Boulevard
National City, CA 91950-4301
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To CONTRACTOR:
Kathryn Lembo, President and CEO
South Bay Community Services
1124Bay Boulevard, Suite O
Chula Vista, CA 91911
Notice of change of address Sh@U be given by written notice in the manner
specified in this Section. Rejection or other RfUS@| to @CCeDt or the inability to deliver because
of changed address of which no notice was given Sh@|| be deemed to constitute receipt of the
notice, demand, request or C0n0n0UDiC@ti0n Sent. Any notice, [eqUeSt, den0@Dd' direction or
other C0n0n0UniC8ti0D Sent by C@b|e, telex, te|eC0py' f@CSin0i|e or fax n0USt be confirmed within
forty-eight (48) h0U[S by letter mailed 0rdelivered 8S specified in this Section.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBL|GATONS. During the term of this Agreement, the CONTRACTOR Sh@|| not perform
services 0fany kind for any person 0[entity (excluding any governmental entities 0ragencies)
vvh0Se interests materially conflict in any vv@y with those of the City of National City. The
CONTRACTOR also agrees not to specify any product, treatment, pK}CeSS or material for the
project in which the CONTRACTOR has @ n0@te[i@| financial interest, either direct or indirect,
without first notifying the CITY of that fact. The CONTRACTOR Sh@U at all times C0n0p|y with
the terms of the Political Reform Act and the National City Conflict of Interest Code. The
CONTRACTOR 8h@|| immediately disqualify itself and Sh8|| not USR its official position to
influence in any way any matter coming before the CITY in which the CONTRACTOR has G
financial interest as defined in Government Code Section 87103. The CONTRACTOR
represents that it has OO knowledge of any fiD8DCi@| interests that vvOU|d require it to disqualify
itself from any matter 0Dwhich itmight perform services for the CITY.
—� If checked, the CONTRACTOR shall COn0p|y with GU of the reporting
reqUi[e0entS of the Political Reform Act and the N8ti0D@| City Conflict of |Dten9St Code.
8pe0ifiCaUy. the C{]NTRACT[)Rshall fi|88 St8i801ent[d Economic interests with the City Clerk
of the City of National City in @ timely manner on forms which the CONTRACTOR Sh@|| obtain
from the City Clerk.
The CONTRACTOR Sh@U be strictly liable to the CITY for all d@n0@geS' C0StS or
expenses the CITY may suffer bvvirtue 0fany material violation of this Paragraph 22 by the
CONTRACTOR.
23. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on 8 Saturday, Sunday 0[federal, state or legal holiday, then such
date Sh@U automatically be extended until 5:00 p.m. Pacific Time of the next day which is not @
Saturday, Sunday 0[federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple Counterparts,
each of which Sh@|| be deemed an original, but all of which, together, Sh@|| constitute but one
and the same instrument.
C. Captions. Any captions to, or headings of, the 88Cti0nS or subsections of
this Agreement are S0|e|y for the convenience of the parties hereto, are not @ part of this
Agreement, and Sh@|| not be used for the interpretation or determination Of the validity of this
Agreement 0rany provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between
the parties as to the subject matter hereof. No subsequent agreement, representation, or
promise made by either party hereto, or by or to an employee, officer, agent or representative
of any party hereto shall be of any effect unless it is in writing and executed by the party to be
bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties hereto.
K. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation
and negotiation of this Agreement, (Hi) each such party has consulted with or has had the
opportunity to consult with its own, independent counsel and such other professional advisors
as such party has deemed appropriate, relative to any and all matters contemplated under this
Agreement, (iv) each party and such party's counsel and advisors have reviewed this
Agreement, (v) each party has agreed to enter into this Agreement following such review and
the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement,
or any portions hereof, or any amendments hereto.
L. No Inducement. Each of the Parties to this Agreement acknowledges for
itself that it has read this Agreement and fully understands its contents and consequences and
has voluntarily executed it. Each of the parties also warrants that no promise or inducement
has been made or offered by any of the Parties, except as set forth herein, and that this
Agreement is not executed in reliance upon any statement of representation of any of the
Parties or their representatives, concerning the nature and extent of the injuries, damages or
legal liability thereof. The Parties further represent that they have been represented by legal
counsel during the course of the negotiations leading to the signing of this Agreement, and that
they have been advised by legal counsel with respect to the meaning of this Agreement and its
legal affect.
M. Severance. If any court of competent jurisdiction declares or determines
that any provision in this Agreement is illegal, invalid or unenforceable, the legality, validity, and
enforceability of the remaining parts, terms and provisions, will not be affected. The provision
found illegal, unenforceable, or invalid shall be deemed not a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first above written.
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SOUTH BAY COMMUNITY SERVICES
CITY OF NATIONAL CITY
APPROVED AS TO FORM:
Claudia Silva
City Attorney
K6,4 e L 0
Print
Pre,s(devd- ceo
Title
Print
Title
h-55-0 '/r0c, reCi-w/
Ron Morrison
(Print)
Mayor
(Title)
By:
(Name)
(Print)
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