AGENDA ITEM NO. 14
CITY OF HAWTHORNE
City Council
AGENDA BILL
For the meeting of August 8, 2023
Originating Department: Public Works
City Manager: __________
Vontray Norris
Dir. of Public Works: ___________
Akbar Farokhi
SUBJECT:
Agreement between the City of Hawthorne and Parkhouse Tires Inc. and Southern Tires Mart, LCC for Tires Services on an as needed basis.
RECOMMENDED MOTION:
Staff recommends that the City Council approve the agreement with Parkhouse Tires as the primary Service provider on an as needed basis and Southern Tires Mart, LLC. as an alternate and authorize the City Manager or his designee to enter into and execute the agreements DISCUSSION:
The City’s Public Works Staff sought proposals to provide tire services for all city-owned vehicles and equipment on an as needed basis. These services include but are not limited to service, repair, disposal, and supply of tires for the Citys fleet vehicles. Staff solicited and received two proposals. After careful review and team discussion of all four service providers, Parkhouse Tires and Southern Tires Mart, LLC were both qualified proposers due to their quality, price and professional experience.
ECONOMIC DEVELOPMENT STRATEGIC PLAN:
An agreement with a tire service provider that emphasizes sustainable practices, such as tire recycling and eco-friendly disposal, aligns with the City's environmental and sustainability objectives. This commitment to responsible tire management enhances the city's image, making it more attractive to environmentally conscious businesses and residents. By prioritizing sustainable approaches to tire services, the city can contribute to a cleaner and greener environment while fostering economic growth.
FISCAL IMPACT:
None. Funds are available in the adopted fiscal year’s budget and will be funded with local Special Funds, which are available in the adopted Fiscal Year 2023-24 budget. Estimating the exact amount of money the department will spend on tires next year is challenging due to fluctuating demand, unforeseen events, and the influence of maintenance and wear on tire usage.
NOTICING PROCEDURES:
72 hours posted notice pursuant to the Ralph M. Brown Act ATTACHMENT(S):
1. Agreement of Services for Parkhouse Tires Inc.
2. Agreement of Services for Southern Tires Mart, LLC.
CITY OF HAWTHORNE
AGREEMENT FOR SERVICES
THIS AGREEMENT is made and effective as of August __, 2023 between the City of Hawthorne, a municipal corporation ("City"), Parkhouse Tires Inc.("Service Provider").
In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on August __, 2023, and should continue on an as needed basis at the City’s sole discretion.
2. SERVICES
The Service Provider shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full as part of its services. The Service Provider may be asked to provide additional services if necessary during the term of this Agreement.
3. PERFORMANCE
The Service Provider shall at all times faithfully, competently and to the best of his/her ability, experience, and talent, perform all tasks described herein. The Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of the Service Provider hereunder in meeting its obligations under this Agreement.
4. PAYMENT
(a) The City agrees to pay the Service Provider in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on services indicated in Exhibit A of this Agreement unless additional payment is approved as provided in this Agreement. (b) The Service Provider shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the Director of Public Works/City Engineer. The Service Provider shall be compensated for any additional services in the amounts and in the manner as agreed to by the Director of Public Works/City Engineer and at the time the 1 City's written authorization is given to the Servicer Provider for the performance of said services.
(c) The Service Provider will submit invoices for actual services performed.
Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of the Service Provider’s fees it shall give written notice to the Service Provider within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Service Provider at least ten (10) days prior written notice. Upon receipt of said notice, the Service Provider shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the City shall pay to the Service Provider the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City.
Upon termination of the Agreement pursuant to this Section, the Service Provider will submit an invoice to the City.
6. DEFAULT OF SERVICE PROVIDER
(a) The Service Provider’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that the Service Provider is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating the Service Provider for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Service Provider. If such failure by the Service Provider to make progress in the performance of work hereunder arises out of causes beyond the Service Provider's control, and without fault or negligence of the Service Provider, it shall not be considered a default.
(b) If the Director of Public Works/City Engineer or his delegate determines that the Service Provider is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Service Provider a written notice of the default. The Service Provider shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Service Provider fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
2 7. OWNERSHIP OF DOCUMENTS
(a) The Service Provider shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City that relate to the performance of services under this Agreement. The Service Provider shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. The Service Provider shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Service Provider.
8. INDEMNIFICATION
When the law establishes a professional standard of care for Service Provider Services, to the fullest extent permitted by law, The Service Provider shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of the Service Provider, its officers, agents, employees or sub service provider (or any entity or individual that Service Provider shall bear the legal liability thereof) in the performance of professional services under this Agreement.
9. INSURANCE
A) The Service Provider shall maintain in-force: Professional Liability Insurance. The Service Provider shall maintain in-force; Professional Liability Insurance (and/or Errors & Omissions Insurance) with minimum limits of liability of $1,000,000 combined single limit coverage against an injury, death, loss or damages because of wrongful or negligent acts or omissions by the named insured.
3 B) The Service Provider shall maintain in-force Workers’ Compensation and Employer’s Liability Insurance as required by the California Labor Code. Evidence of coverage shall take the form of a Certificate of Insurance or a California Certificate to Self-Insure.
Acceptable minimum limits for this coverage are: Workers’ Compensation; Statutory in California; Employer’s Liability:
$1,000,000.
C) Certificates of Insurance. The Service Provider shall furnish to Customer evidence of any insurance required by this Agreement. A Certificate of Insurance from an insurer admitted to do business in the State of California will be provided, indicating that the respective policy(s) meets the following requirements: (1) The City, its officers, and employees shall be named as additional insured on the General Liability Insurance; (2) Insurance shall not be canceled or terminated without 30 days written notice; (3) General Liability shall be primary and any insurance held by City for its own protection shall be excess and shall be effective only upon exhaustion of the Service Provider’s insurance; (4) Insurance shall be maintained for the duration of the Agreement, including any period extended beyond the expiration date of this Agreement required to complete performance as stipulated in this Agreement and all amendments thereto.
10. INDEPENDENT SERVICE PROVIDER
(a) The Service Provider is and shall at all times remain as to the City a wholly independent Service Provider. The personnel performing the services under this Agreement on behalf of the Service Provider shall at all times be under the Service Provider’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of the Service Provider or any of Service Provider's officers, employees, or agents, except as set forth in this Agreement. The Service Provider shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. The City Provider shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to the Service Provider in connection with the performance of this Agreement. Except for the fees paid to the Service Provider as provided in the Agreement, City shall not pay salaries, wages, or other compensation to the Service Provider for performing services hereunder for City.
City shall not be liable for compensation or indemnification to the Service Provider for injury or sickness arising out of performing services hereunder. 4 11. LEGAL RESPONSIBILITIES
The Service Provider shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Service Provider shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Service Provider to comply with this Section.
12. UNDUE INFLUENCE
The Service Provider declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City of Hawthorne in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City of Hawthorne will receive compensation, directly or indirectly, from the Service Provider, or from any officer, employee or agent of the Service Provider, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.
Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.
13. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this Agreement.
14. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by the Service Provider in performance of this Agreement shall be considered confidential and shall not be released by the Service Provider without City's prior written authorization. The Service Provider, its officers, employees, agents, or sub service providers, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the 5 City. Response to a subpoena or court order shall not be considered "voluntary" provided the Service Provider gives City notice of such court order or subpoena. (b) The Service Provider shall promptly notify City should Service Provider, its officers, employees, agents, or sub service providers be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent the Service Provider and/or be present at any deposition, hearing, or similar proceeding. The Service Provider agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by the Service Provider. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
15. ASSIGNMENT
The Service Provider shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City because of the personal nature of the services to be rendered pursuant to this Agreement.
16. LICENSES
At all times during the term of this Agreement, the Service Provider shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.
17. GOVERNING LAW
The City and Service Provider understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Hawthorne.
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 6 19. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of the Service Provider warrants and represents that he/she has the authority to execute this Agreement on behalf of the Service Provider and has the authority to bind the Service Provider to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF HAWTHORNE: Service Provider:
By:
VONTRAY NORRIS
City Manager
City of Hawthorne Title:
APPROVED AS TO FORM: ATTEST:
ROBERT KIM
City Attorney
DAYNA S. WILLIAMS-HUNTER
City Clerk
City of Hawthorne City of Hawthorne
7 EXHIBIT A
Proposal
8 EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, the Service Provider will maintain insurance in conformance with the requirements set forth below. The Service Provider will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, the Service Provider agrees to amend, supplement or endorse the existing coverage to do so. The Service Provider acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City.
The Service Provider shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the equivalent. Limits are subject to review but in no event less than $1,000,000 per occurrence.
Professional Liability Coverage. The Service Provider shall maintain in-force Professional Liability Insurance (and/or errors & Omissions Insurance) for protection against claims alleging negligent acts, errors or omissions which may arise from the Service Provider’s operations under this Agreement, whether such operations be by the Service Provider or by its employees, or sub service providers. The amount of this insurance shall not be less than one million dollars ($ 1,000,000) on a claims-made annual aggregate basis, or a combined single-limit per occurrence basis. 9 CITY OF HAWTHORNE
AGREEMENT FOR SERVICES
THIS AGREEMENT is made and effective as of August __, 2023 between the City of Hawthorne, a municipal corporation ("City"), Southern Tires Mart, LLC.("Service Provider"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on August __, 2023, and should continue on an as needed basis at the City’s sole discretion.
2. SERVICES
The Service Provider shall perform the tasks described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full as part of its services. The Service Provider may be asked to provide additional services if necessary during the term of this Agreement.
3. PERFORMANCE
The Service Provider shall at all times faithfully, competently and to the best of his/her ability, experience, and talent, perform all tasks described herein. The Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of the Service Provider hereunder in meeting its obligations under this Agreement.
4. PAYMENT
(a) The City agrees to pay the Service Provider in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on services indicated in Exhibit A of this Agreement unless additional payment is approved as provided in this Agreement. (b) The Service Provider shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the Director of Public Works/City Engineer. The Service Provider shall be compensated for any additional services in the amounts and in the manner as agreed to by the Director of Public Works/City Engineer and at the time the 1 City's written authorization is given to the Servicer Provider for the performance of said services.
(c) The Service Provider will submit invoices for actual services performed.
Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of the Service Provider’s fees it shall give written notice to the Service Provider within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Service Provider at least ten (10) days prior written notice. Upon receipt of said notice, the Service Provider shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement.
(b) In the event this Agreement is terminated pursuant to this Section, the City shall pay to the Service Provider the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City.
Upon termination of the Agreement pursuant to this Section, the Service Provider will submit an invoice to the City.
6. DEFAULT OF SERVICE PROVIDER
(a) The Service Provider’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that the Service Provider is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating the Service Provider for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Service Provider. If such failure by the Service Provider to make progress in the performance of work hereunder arises out of causes beyond the Service Provider's control, and without fault or negligence of the Service Provider, it shall not be considered a default.
(b) If the Director of Public Works/City Engineer or his delegate determines that the Service Provider is in default in the performance of any of the terms or conditions of this Agreement, he/she shall cause to be served upon the Service Provider a written notice of the default. The Service Provider shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Service Provider fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
2 7. OWNERSHIP OF DOCUMENTS
(a) The Service Provider shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City that relate to the performance of services under this Agreement. The Service Provider shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. The Service Provider shall provide free access to the representatives of City or its designees at reasonable times to such books and records; shall give City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Service Provider.
8. INDEMNIFICATION
When the law establishes a professional standard of care for Service Provider Services, to the fullest extent permitted by law, The Service Provider shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of the Service Provider, its officers, agents, employees or sub service provider (or any entity or individual that Service Provider shall bear the legal liability thereof) in the performance of professional services under this Agreement.
9. INSURANCE
A) The Service Provider shall maintain in-force: Professional Liability Insurance. The Service Provider shall maintain in-force; Professional Liability Insurance (and/or Errors & Omissions Insurance) with minimum limits of liability of $1,000,000 combined single limit coverage against an injury, death, loss or damages because of wrongful or negligent acts or omissions by the named insured.
3 B) The Service Provider shall maintain in-force Workers’ Compensation and Employer’s Liability Insurance as required by the California Labor Code. Evidence of coverage shall take the form of a Certificate of Insurance or a California Certificate to Self-Insure.
Acceptable minimum limits for this coverage are: Workers’ Compensation; Statutory in California; Employer’s Liability:
$1,000,000.
C) Certificates of Insurance. The Service Provider shall furnish to Customer evidence of any insurance required by this Agreement. A Certificate of Insurance from an insurer admitted to do business in the State of California will be provided, indicating that the respective policy(s) meets the following requirements: (1) The City, its officers, and employees shall be named as additional insured on the General Liability Insurance; (2) Insurance shall not be canceled or terminated without 30 days written notice; (3) General Liability shall be primary and any insurance held by City for its own protection shall be excess and shall be effective only upon exhaustion of the Service Provider’s insurance; (4) Insurance shall be maintained for the duration of the Agreement, including any period extended beyond the expiration date of this Agreement required to complete performance as stipulated in this Agreement and all amendments thereto.
10. INDEPENDENT SERVICE PROVIDER
(a) The Service Provider is and shall at all times remain as to the City a wholly independent Service Provider. The personnel performing the services under this Agreement on behalf of the Service Provider shall at all times be under the Service Provider’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of the Service Provider or any of Service Provider's officers, employees, or agents, except as set forth in this Agreement. The Service Provider shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. The City Provider shall not incur or have the power to incur any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to the Service Provider in connection with the performance of this Agreement. Except for the fees paid to the Service Provider as provided in the Agreement, City shall not pay salaries, wages, or other compensation to the Service Provider for performing services hereunder for City.
City shall not be liable for compensation or indemnification to the Service Provider for injury or sickness arising out of performing services hereunder. 4 EGAL RESPONSIBILITIES
11. L
The Service Provider shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Service Provider shall at all times observe and comply with all such laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Service Provider to comply with this Section.
12. UNDUE INFLUENCE
The Service Provider declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City of Hawthorne in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City of Hawthorne will receive compensation, directly or indirectly, from the Service Provider, or from any officer, employee or agent of the Service Provider, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.
13. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Project performed under this Agreement.
14. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by the Service Provider in performance of this Agreement shall be considered confidential and shall not be released by the Service Provider without City's prior written authorization. The Service Provider, its officers, employees, agents, or sub service providers, shall not without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the 5 City. Response to a subpoena or court order shall not be considered "voluntary" provided the Service Provider gives City notice of such court order or subpoena. (b) The Service Provider shall promptly notify City should Service Provider, its officers, employees, agents, or sub service providers be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent the Service Provider and/or be present at any deposition, hearing, or similar proceeding. The Service Provider agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by the Service Provider. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
15. ASSIGNMENT
The Service Provider shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City because of the personal nature of the services to be rendered pursuant to this Agreement.
16. LICENSES
At all times during the term of this Agreement, the Service Provider shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.
17. GOVERNING LAW
The City and Service Provider understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City of Hawthorne.
18. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect.
Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material.
6 19. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of the Service Provider warrants and represents that he/she has the authority to execute this Agreement on behalf of the Service Provider and has the authority to bind the Service Provider to the performance of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF HAWTHORNE: Service Provider:
By:
VONTRAY NORRIS
City Manager
City of Hawthorne Title:
APPROVED AS TO FORM: ATTEST:
ROBERT KIM
City Attorney
DAYNA S. WILLIAMS-HUNTER
City Clerk
City of Hawthorne City of Hawthorne
7 EXHIBIT A
Proposal
8 EXHIBIT B
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, the Service Provider will maintain insurance in conformance with the requirements set forth below. The Service Provider will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, the Service Provider agrees to amend, supplement or endorse the existing coverage to do so. The Service Provider acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this Agreement and which is applicable to a given loss, will be available to City.
The Service Provider shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office “Commercial General Liability” policy form CG 00 01 or the equivalent. Limits are subject to review but in no event less than $1,000,000 per occurrence.
Professional Liability Coverage. The Service Provider shall maintain in-force Professional Liability Insurance (and/or errors & Omissions Insurance) for protection against claims alleging negligent acts, errors or omissions which may arise from the Service Provider’s operations under this Agreement, whether such operations be by the Service Provider or by its employees, or sub service providers. The amount of this insurance shall not be less than one million dollars ($ 1,000,000) on a claims-made annual aggregate basis, or a combined single-limit per occurrence basis. 9