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HomeMy WebLinkAboutContract - 07/01/2024 - 2087 AGREEMENT FOR MAINTENANCE SERVICES BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND Cathedral City Car Wash, LLC This Agreement for Maintenance Services ("Agreement") is entered into as of July, 2024 ("Effective Date") between the City of Cathedral City, a municipal corporation ("City") and Cathedral City Car Wash, a Limited Liability Company ("Contractor") (collectively the "Parties"). In consideration of the mutual promises and covenants made by the parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. SCOPE OF SERVICES 1.1 Term. Subject to the provisions of Section 8 [Termination] of this Agreement, the term of this Agreement is for one (1) year commencing on the Effective Date ("Term") with the option of three (3), one (1) year extensions; exercisable one year at a time. 1.2 Contractor Services. Subject to the terms and conditions of this Agreement, Contractor agrees to perform for City those services specified in the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A" [Scope of Services] ("Services"). Contractor agrees to furnish, for the compensation provided for herein, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform and complete the Services. The Services shall be subject to inspection and approval by City. Contractor agrees to work closely with City staff in the performance of the Services and shall be available to City's staff and consultants at all reasonable times. 1.3 Extra Work. Contractor shall not be compensated for any work or services rendered in connection with its performance of this Agreement, which are in addition to or outside of the Services ("Extra Work"), except as expressly provided for herein. It shall be Contractor's responsibility to ensure that the scope and price of any Extra Work to be performed by Contractor is approved by City in writing in advance of Contractor's commencement of the Extra Work in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. City shall not be obligated to pay for or otherwise be liable for unauthorized Extra Work performed by Contractor. 1.4 Schedule of Performance. Contractor agrees to diligently perform and complete the Services in accordance with the schedule of performance attached hereto and incorporated herein by reference as Exhibit "B" [Schedule of Performance] ("Schedule of Performance"). Modifications to the Schedule of Performance must be 4848-7813-0734 v2 1 agreed upon in writing in advance by the City Manager pursuant to Section 9.19 [Administration and Implementation] and Contractor. 1.5 General Warranty. Contractor warrants all Services under this Agreement (which for purposes of this Section shall be deemed to include unauthorized Extra Work which has not been removed and any non-conforming materials incorporated into the Services) to be of good quality and free from any defective or faulty material and workmanship. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Services, whether express or implied, are deemed to be obtained by Contractor for the benefit of City, regardless of whether or not such warranties and guarantees have been transferred or assigned to City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of City. 1.6 Repair of Defects. Contractor agrees that for a period of one (1) year from and after final acceptance of the Services, or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Services, whichever is later, Contractor shall within ten (10) days after being notified in writing by City of any defect in the Services or non-conformance of the Services, commence and prosecute with due diligence all work and services necessary to fulfill the terms of the warranty at its sole cost and expense. In addition, Contractor shall, at its sole cost anc: expense, repair and replace any portions of the work, facilities, fixtures, or materials damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective Services. For any Services so corrected, Contractor's obiigation hereunder to correct defective Services shall be reinstated for an aoditional one-year period, commencing with the date of acceptance of such corrected Services. Contractor shall perform such tests as City may require verifying that any corrective actions are adequate to remedy the defective condition. In the event the Contractor faiis to perform its obligations under this Section to the reasonable satisfaction of Ci,y, then City shall have the right to correct and replace any defective, non-conforming, or damaged Services at Contractor's sole expense. Contractor shall be obligated to fully reimburse City for any expenses incurred hereunder upon demand. 1.7 Contractor's Representative. Contractor hereby designates the representative named in Exhibit "D" [Representatives], or his or her designee, to act as its representative for the performance of this Agreement ("Contractor's Renresentative"). Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. Contractor's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Contract Documents. The following documents shall be referred to caectively as the "Contract Documents," each of which is incorporated into and made 4848--g 13-0734\2 2 part of this Agreement by reference: Approved and fully executed change orders (if any) Addenda (if any) This Agreement All exhibits to this Agreement Notice Inviting Bids Instructions to Bidders, and any documents referenced therein Bid Forms (including Contractor's Bid Schedule) Payment and Performance Bonds, if required The Contract Documents are intended to be complementary, and a requirement in one document is as effective as if it appeared in all of the Contract Documents. In the event of a confiict between any of the Contract Documents, the documents shall be given effect k he order set forth above. SEC-,TION 2. COMPENSATION AND METHOD OF PAYMENT 2.1 Compensation. City shall pay to Contractor for non-disputed Services rendered the compensation set forth in Exhibit "C" [Compensation] attached hereto and incorporated herein by reference. Total compensation to Contractor for the Services sha!I no exceed the tote; price or"not to exceed" amount set forth in Exhibit"C," without the prior written approval of City in accordance with Section 9.10 [Amendments] and Section 9.19 [Administration and Implementation]. 2.2 .-'a!,.nent of Compensation. Contractor shall submit periodic (monthly or duarteny as specified in Exhibit "C") invoices together with an itemized statement of Services provi,.;ed. The statement shall describe the Services provided, the percent of work compleLed oy item, together with such other reasonable detail and supporting documentation as may be required by the City Manager, or his/her designee. City will review the statement and pay, with the exception of any charges for work performed or expenses incurred by Contractor which are disputed by City, within 30 days of receiving such staternenL, all approved charges thereon. Payment by City shall release City from any furtner obligation for payment to Contractor, for Services performed or expenses incurred as of the date of the invoice. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defect in work performed by Contractor SECTION 3. RESPONSIBILITIES OF CONTRACTOR 3.1 Control and Payment of Subordinates; Independent Contractor. Contractor agrees that all Services shall be performed by Contractor or under its supervision. The personnel performing the Services under this Agreement on behalf of Contraccdr shall at ail times be under the Contractor's exclusive direction and control. 484S-7S13-0734 v2 3 Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority to bind City in any manner, nor to incur any obligation; debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Neither Contractor, nor any of Contractor's officers, employees or agents, shall obtain any rights to retirement, healthcare or any other benefits which may otherwise accrue to City's employees. Corr:ractor expressly waives any claim Contractor may have to any such rights. Contractor shah make payments promptly, as due, to all persons supplying labor or materials for the Services. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished for the Services. If Conuactor fails, neglects or refuses to make prompt payment of any claim for iaLor or services furnished to Contractor or a subcontractor by any person as such claim oscornes dre, City may pay such claim and charge the amount of the payment agai.Ist funds due or to become due the Contractor. The payment of the claim in this rn&r.rier shall r.ot relieve Contractor or their surety from obligation with respect to any unpaiu :ist&r:c.'ard of Care and Licenses. Contractor agrees that all Services snal. osperforir,ed ;n a skillful and competent manner, consistent with the standards ger recognfzed as being employed by professionals in the same discipline in the California. Contractor represents and warrants that it, its employees and subcontractors shad have sufficient skill and experience to perform the Services and that it, its ernpluyees and subcontractors have all licenses, permits, qualifications and appiovals of vvna,ever nature that are legally required to perform the Services, including a Ciiv EiLlSitleE8 JC.;e1/Se, and that such licenses and approvals shall be maintained in gocc. standing rcughoui the term cf this Agreement. :- TOC, Corrections. Contractor shall perform, at its own expense and i'rom the City, any work necessary to correct errors or omissions . by me Contractor's failure to comply with the standard of care provided n Reguiaticiris. Contractor shall keep itself fully informed of and in ccinoliance with ail local, state and federal laws, rules and regulations in any manner afLc:ing performance of the Services, including all Cal/OSHA requirements, and si--31, 'gi,vo; all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. 3.5 Safe . Contractor shall perform the Services, and maintain its work area, so as to avoic injury or damage to any person or property and shall otherwise exercise all :iecessary precautions for the safety of employees appropriate to the nature of the and the conditions under which the work is to be performed. 4848.7S!3- 7.-S-1 v2 4 3.6 Labor Code and Prevailing Wage Requirements. 3.6.1 Aurenticeable Crafts. To the extent applicable, Contractor shall comply with the provisions of Section 1777.5 of the Labor Code with respect to the employment of properly registered apprentices upon public works. 3.6.2 Hours of Work, Contractor shall comply with the legal days work and overtime requirements of Section 1813 of the Labor Code. Paroll Records. In accordance with the requirements of Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same informalion required by such forms. Contractor shall make all such records available for insoection at all reasonable hours. 3.6.4 Prevaiiii%. Wa-,.e Laws. Contractor represents and warrants that it is aai.e. of the raluirements of California Labor Code Section 1720, et seq., and 1770, e sLio., as WE.:11 as Caiifornia Code of Regulations, Title 8, Section 1600, et seq., 1.1e Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "Public Works" and "Maintenance" projects. If the Services are being,-: performed as part of an applicable "Public Works" or "Aciihterrance crjjeci, as defined by the Prevailing Wage Laws, and if the total con ::::;risation 5 SI,000 or more, Contractor agrees to fully comply with such Prevailing thE:il provide Contractor with a copy of the prevailing rates of per (lien, wages ir. eftec at the commencement of this Agreement. Contractor shall make copies of t;-,e pailng ates of per diem wages for each craft, classification or type of wo,14(-3i needec, execute the Services available to interested parties upon request, and soosl co the Contractor's principal place of business and any location where tr,e med. ,--i?portanity Employment. Contractor represents that it is an ecttl,E opcy employer and it shah not discriminate against any subcontractor, ica,.c, in any way, in the employment of persons to perform the Sr . ecvioLt or al iy federal or state law prohibiting discrimination in employment, includinc basec (in the race, religious creed, color, national origin, ancestry, physical medical condition, genetic information, marital status, sex, gender ,cientq, gender expression, age, sexual orientation, of any person, CaliforniaLce Government Code section 12940. c Hoce:rinitv. Except as to the sole negligence, active negligence, gross (Jr misconduct of City, Contractor expressly agrees to, and shall, dere;ici: release, and hold City, and its respective officials, officers, acen-cs. ec contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order, lien, and Costs and Expenses which arises out of, 3-(134 5 or are in any way related to, any act or omission of Contractor, or its officers, directors, employees, agents, or contractors, connected with the performance or failure to perform under this Agreement, notwithstanding that City may have benefited therefrom, or any challenge to this Agreement. This Section shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor's officers; directois, employees, agents and contractors, including but not limited to acts or ornissions in any way related to, the release, treatment, use, generation, traosportatioo, storage, or disposal in, on, under, to, or from the location at which work under tills Agreement is performed of any Hazardous Substances by Contractor or its ofheers, directors, employees, agents, and subcontractors. The Parties expressly agree ihst any paywerit. or costs and Expenses City incurs or makes to, or on behalf of, an injured e.nployee under City's workers' compensation or other insurance, is included as a loss o Costs and Expenses for the purpose of this Section. City shall not be responsioie l'•or any acts, errors or omissions of any person or entity except City and its egeots seivaote, employees or contractors. The Parties expressly agree that L. ebl:gceie of C_;ontractor under this Section shall survive the expiration or early ..egfeeroent, For purposes of this Agreement, "Action" shall mean any suit euultaole; or declaratory in nature), proceeding or hearing (whether ii.;e:cial;. arbitration or mediation (whether voluntary, court-ordered, cr other alternative dispute resolution process, and the filing, Cr FE_ivce of any process, notice, claim, demand, lien, or other instrument weicn is a preresite or prelude to commencement of the Action. Cost e E;pentes. For purposes of this Agreement, "Costs and ....eou a.; costs and expenses, to the extent reasonable in amount, incurred by a Party in good faith in the investigation, S 6 of an L',cti an, including, but not limited to, court costs, filing, rvice fees, copying costs, exhibit production costs, special media ,00rey's fees, coneuitant fees, fees for investigators, witness fees (both twvei expenses, deposition and transcript costs, and any other costs or j of which a court of competent jurisdiction may determine to be just an: . eos -metal-Ices. For purposes of this Agreement, "Hazardous ee- see :lea.: any and ai; of the following: any substance, product, waste or other material of any . 4. is or becomes listed, regulated, or for which liability arises for ce toe- Comprehensive Environmental Response Compensation and §9601, et seq.; the Hazardous Materials §1801, et seq.; the Resource Conservation and Recovery C. §6901, et seq.; the Toxic Substances Control Act, 15 U.S.C.S. eai i/Vat,:r Act, 33 U.S.C. §1251, et seq.; the Insecticide, o 4 6 Fungicide, Rodenticide Act, 7 U.S.C. §136, et seq.; the Superfund Amendments and Reauthorization Act, 42 U.S.C. §6901, et seq.; the Clean Air Act, 42 U.S.C. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. §300f, et seq.; the Solid Waste Disposal Act, 42 U.S.C. §6901, et seq.; the Surface Mining Control and Reclamation Act, 30 U.S.C. §1201, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. §11001, et seq.; the Occupational Safety and Health Act, 29 U.S.C. §§655 and 657; the Hazardous Waste Control Act, California Health and Safety Code ("H.&S.C.") §25100, et seq.; the Hazardous Substance Account Act, HAS.C.§25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, H.&S.C. §25249.5, et seq.; the Underground Storage of Hazardous Substances, H.&S.C. §25280, et seq.; the Carpenter-Presley-Tanner Hazardous Substance Account Act, H.&S.C. §25300, et seq.; the Hazardous Waste Management Act, H.&S.C. §25170.1, et seq.; the Hazardous Materials Response Plans and Inventory, H.&S.C. §25001, et seq.; the Porter-Cologne Water Quality Control Act, Water Code §13000, et seq., all as they may from time to time be amended; and b. any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or for which liability for misuse arises pursuant to any other federal, state or local statute, law, ordinance, resolution, code, rule, regulation, order or decree due to its hazardous, toxic or dangerous nature. SECTION 5. RECORDS AND DOCUMENTS 5.1 Accounting Records. 5.1.1 Maintenance and Inspection. Contractor shall maintain complete and accurate records with respect to all expenses incurred under this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Contractor pursuant to this Agreement. All such records shall be clearly identifiable. 5.1.2 Inspection and Copying. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shah allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. At no cost to City, Contractor shall provide copies of such documents or records directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shad De made available at Contractor's address indicated for receipt of notices in this Agreement. 5.2 Ownership of Documents. All original maps, models, designs, drawings, pnotographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing 2 7 the Services shall become the sole property of City and may be used, reused or otherwise disposed of by the City without the permission of the Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. SECTION 6. INSURANCE 6.1 Maintenance of Insurance. Prior to the beginning of and throughout the term of this Agreement, Contractor will maintain insurance in conformance with requirements established by City for the type of Services being performed. Contractor acknowledges that prior to the Effective Date of this Agreement, City provided to Contractor the applicable insurance requirements, a copy of which are attached hereto as Exhibit "F" [insurance]. Contractor acknowledges that the insurance coverage and policy limits provided by City constitute the minimum amount of coverage required. Any insurance proceeds in excess of the limits and coverage required in this Agreement and which are applicabie to a given loss, will be available to the City. 6.2 Subcontractors Insurance. Contractor agrees to ensure that subcontractors, end any other party involved in the performance of the Services by Cep prov;Ge the same minimum insurance coverage required of Contractor. Co;;.ractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements o -,:s section. Contractor agrees that upon request, all agreements with suouontfactorsa d others engaged in the project will be submitted to City for review. C:;.3 !4-J.G.-..Ification of Insurance Provisions. The City Manager may make reasonable an-.eldments to the insurance requirements of this section, with the written conrxtrence GI tie Finance Director or Risk Manager, in accordance with Section 9.19 ehd implementation] after considering the Scope of Services, potential liabilities, and the required level of insurance to adequately protect the City. 7. BONDS race ad Payment Bonds. If required by law or specifically C:iTY set forth in Exhibit "E" [Bonds Required], attached hereto and incorporated nerein by reference, Contractor shall execute and provide to City ccn,;u,-.-61itiy with Coritiac.:tor's execution of this Agreement, but in no event later than the Effective Dea of this Agreement, a Performance Bond and/or a Payment Bond in the amount or toi , not-to-exceed compensation indicated in Exhibit C, and in a foin. pcoviced 01 approved by the City. Provisions. Should, in City's sole opinion, any bond become or sure)/ be found to be unsatisfactory, Contractor shall renew or bd within 10 days of receiving notice from City. In the event the sLier." cm Coritmc3.- intends to reduce or cancel any required bond, at least thirty (30) 8 days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this section are accepted by the City. To the extent, if any, that the total compensation is increased in accordance with the Agreement, the Contractor shall, without further notice from City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. 7.3 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The suety must be a California-admitted surety with a current A.M. Best's rating no less thar A.VII: anc satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. SEiCi% 8. TERMINATION. 13. . Ter: flatior: by City. City may, by written notice to Contractor, terminate CE.-1US&, and without any prior notice of default or right to cure by Contractor, the whole or any part of this Agreement at any time and by giving written r,ot,oe tc Contractor ot such termination, and specifying the effective date thereof, at least five (5) cays before the effective date of such termination. Upon termination, Contractor shati be compensated only for those non-disputed Services that have been apegLately 1-eilael-ed to City, and Contractor shall be entitled to no further cc:reetior . 6.2 iniAicri: by Contractor. Contractor may, by written notice to City, terminate this Avaernerit based upon City's failure to timely cure a default under this greentent 1.-d-ovided herein. At least forty-five (45) days prior to termination, Corr..-aclo.- shall provide City with a written notice specifying City's alleged default and prov;ding City with a forty-five (45) day period to cure the default. Should City timely cure suci defai,L, ±16 Ac._reemeiTi shall continue. Should City fail to timely or adequately cLre sucil oefauit Contractor may terminate this Agreement by issuance of written flLtILt lo City GENERAL PROVISIONS :g1117-.Eii.t or Transfer. Contractor shall not assign, hypothecate, or 6rectiy or by operation of law, this Agreement or any interest herein without the prior .,faitten consent of the City. Any attempt to do so shall be null and void, 484- 9 and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 9.2 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered :n the prosecution of the Services until the same is fully completed and accepted by City. Liquidated Damages. The Parties agree that City has a legitimate interest in ensuring that Contractor provides the Services (including performance of all duties and responsibilities) required under this Agreement in a consistent and reliable nnanner, and that Contractor's failure to timely provide such Services or to provide them in an inadequate manner will cause City to suffer damages and that it is, and will be, impractical aid extremely difficult to ascertain and determine the exact amount of damages or to csicuiate actual damages. Therefore, in addition to City's right to treat such non-peifc.irmance as a material breach of, and to terminate, this Agreement, the Parties agree that liquidated damages, as provided herein, represent a reasonable estimate of the monetary damages that reasonably could be anticipated, and that proof of actual ualyragei would be costly or impractical. The Parties specifically confirm the aLLL .c'V of the, ,-_,..i.atemems made above and the fact that each Party has had ample cipoori-onity o consult with legal counsel and obtain an explanation of the liquidated damage provisioris at the time that the Agreement was made. Therefore, in lieu of actual oacnar,!es. Contractor is subject to payment of $500 per failure to perform, per clay. C,ity t!t2 , aL its election. deduct any assessed liquidated damages from payment CluE:, or Mat wi:, become due, to Contractor from City. Delays. Contractor shall not be liable for damages, including liquiLato darii&gf:s, ifz‘hy, caused by delay in performance of failure to perform due to of Contractor. Such causes include, but are not limited to, cf cie public enemy, acts of federal, state or local governments, acts court orders, fires. floods, epidemics, strikes, embargoes, and unusually severe weather. Thf., •.-1 and price of this Agreement shall be equitably adjusted for any L-' Lo S Causes. Fu..itizr Acts. The Parties shall fully cooperate with one ailottar. aiw< ch , sake 3,-ly additional acts or sign any additional documents as may be ai:. )rcpi late cr oonvehient to attain the purposes of the Agreement. „ic::err,irm Law. This Agreement shall be interpreted, construed and oo.fet-ieo ia\A's of the State of California. In the event of litigation _.-e ce...ea, Jeiice in state triai courts shall lie exclusively in the County of ,8Hce .i- • ..f litigation in a U.S. District Court, venue shall lie exclusively in the of the Central District of California, located in Riverside, California. 0 9.7 Integration. This Agreement, including the attached Exhibits "A" through "F", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. 9.8 Severability. If a term, condition or covenant of this Agreement is oeciared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby ano tne Agreement shall be read and construed without the invalid, void or unenforceable provision(s). 9 :--rotwaited Interests. Contractor represents and warrants that it has not ei-riployea no: re-ained any company or person, other than a bona fide employee wo;king soiety ;"'or Contractor, to solicit or secure this Agreement. Further, Contractor warrai-os that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or rna,‘!i!g tnis Ai eement. rnandments. No amendment to or modification of this Agreement shall be vaiic oniass me in writing and approved by Contractor and City. The City Nianagar soiai! na tie authority to approve any amendment to this Agreement if the 'oola!! con-ipensat'ori under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other amenoinents shah be approved by the City Council. The Parties agree that the requii einent amendments or modifications to be in writing cannot be waived and that any mt6c \11-.1.\ -1 snail be Nfold. party Baneficiaries. There are no intended third party bene;iclaries oi my ghl or obligation assumed by the Parties. C:: 4otices. All notices required or permitted to be given under tnis Palreernent snail be in writing and shall be given to the respective parties at the adoreses ISL2HL "D", or at such other address as the respective parties may purpose. Such notice shall be deemed made when personally ce!ivered or wne:: Taec. forty-eight (48) hours after deposit in the U.S. Mail, first class IT ,e0 a adciresseci to the party at its applicable address. Actual notice shall ra ti.ei•r.ec .:ieouate notice on the date actual notice occurred, regardless of the Liffect. This Agreement shall be binding upon the heirs, • ii-ii H a, successors an assigns of fine Parties. 1 1 9.14 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party or any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Services by Contractor shad not- constitute a waiver of any of the provisions of this Agreement. 9.15 Aftonley's Fees, Costs and Expenses. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reaso:iable attorney's fees and Costs and Expenses, in addition to any other relief to which it may be entitled. Sul- coitrac'ang. Contractor shall not subcontract any portion of the Services except as expressly stated herein, without prior written approval of City. Succo..:-zracts, .1: any, shall contain a provision making them subject to all provisions of tni. Ag.-earrent. riterparts, This Agreement may be signed in counterparts, each of wnic:i cal, co.-.3titute an original. 1,uthurity To Execute. The person or persons executing this Agreement on behalf of Contractor represents and warrants that he/she/they has/have the authority to so '.,.xecut& Agreement and to bind Contractor to the performance of its coligaticr,s and Implementation. This Agreement shall be 18rerso` (-. ;tacuteci by the City Manager or his or her designated representative. The CLy1 age,- sal; have the authority to issue interpretations and to make tils Agreement, including amendments that commit additional funds, consistent with Section 9.10 [Amendment] and the City Manager's contracting authority under toe Cathedra, Municipal Code. \2 12 I IT SS HE- •F, the parties hereto have caused this Agreement to be executed the day and year first above written. CIT FC tAL CITY CO TRACTO" Cathedral City =r Wash, LC evit BierEgk Financial Services Director By: Nick Sanre i its: / Cathe(Cira([Ci yCr Wash, LIG By: Nick regretli 1/;Y" Its: / /I err 4E4.8 13 'A notary public or other officer completing this certificate verifies only the identity of the individuai-iA�h-o— signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document. ALL-PU R POSE ACKNOWLEDG ENT NOTARY FOR CALIFORNIA 8TATEDF �AL|FORNY4 \ COUNTY 10E -K`\'ERS![}E \ COUNTY (W F|�ERS{DE \ On 2U24, before n1e, . Name And TftleCf Officer(e.g.'Jane Doe,Notary public") persona|!yepp-ared __ who proved tommnn the basis of satisfactory evidence hnbe the person(s) vvhooa name(s) is/are subscribed to the within instrument and acknowledged to nme that hm/ohe8heyexecuted the same in his/her/their authorized capaoby/imm\, and that by his/her/their eiQnotuna(o) on the instrument the peroon(m), or the entity upon behalf of which the person(s) anted, executed the instrument. | certify under PENALTY OF PERJURY under the |avvm of the State of California that the foregoing paragraph is true and correct. VV(TNE8G my hand and official seal. ! ' ------ ' *PTI*", 1 . Though this section is optional, completing this information can deter alternation of the documentor fraudulent reattachment of this form toon unintended document. . ' CAPACIT(|ES) CLA|&8E0 BY SIGNER(S) DESCRIPTION OF ATTACHED DOMK8ENT Signer's Name: ' Individual ' Corporate Officer Title(s) Title o,Type of Document ' Partner(o) ' Limited . General ' Attorney-;n-FaCi Number`"Pages ' Trum�ee(a) ' Guardian/Conservator . ' Other: -- ' Date cnDocument Signer israoreoenting: Name Onpruun,*)o/e^nty(ias) Signer(s)Other� � ----'------ ---- --~ �--- Than Named Above ,~ ' *848-7813-()7�°pa ;A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDG ENT NOTARY FOR CALIFORNIA STATE C- C?RN!4 COUNT N' '--(1vERSIDE COUNT" C r- On 2024, before me, Name And Title Of Officer(e,g,'Jane Doe,Notary Public") persona;!,/ ipri? Si§-nerTiT who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ignaEure of Notary Public •PTI L Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCU ENT Signer's Name: Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney- n-FaciNumber Of Pages Trustee;s) Guardian/Conservator Other Date Of Document Signer is reo;73senting: Name Of Fersoni.$)0 Entity(ies) Signer(s)Other Than Named Above 4848-7813-0734 X 1 IT "A" SC•P oF -VC Contractor agrees to provide car wash services to Cathedral City Police Department as to tows: Clty will teceive a total of 40 car washed per month. Car washes will include the choice be een exterior only wash or premium wash. 484s-7S13-0,34 s 2 XHRT ":" SCHEIUL /IF P -Fs - A C See cope of ervices 4848-1813-0/34.Q XHI:IT "C" Ca ATI* City shall pay Contractor $500 monthly. 4848-7813-0734 XH1:IT " EP ESE TATV S E I ES ET T1V City of Cathedral City Department Ann: MIchaelWafla 68-7100 rtvanida Laic Guerrero Cathedral City, California 92234 Pinson: 7:10-0390 Fax inirri 398-8922 Erfail Adicress rairraila cathedralcity.scv CClaircrATCYCR-3 R P Caticann Ala C . Wash, LL Attn: Nilck Sancortret 67790 E, Pals- Canyon lr® ErriSI FV:ZR _trsticityca as .co rar-rrii,it, ,2