HomeMy Public PortalAboutAgreement_2016-07-25_Gladwell Governmental Inc_Election Services and notarization waiverY,�.
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Excellence For Your Programs"
July 29, 2016
City of Temple City
Attention: Peggy Kuo, City Clerk
9701 Las Tunas Dr.
Temple City, CA 91780
Dear Peggy:
Here is the signed agreement, as requested.
On behalf of my husband (Robert Gladwell), myself (Diane Gladwell) and the company
(Gladwell Governmental, Inc.), we will not contest the legally binding nature of the signatures
and will not raise the lack of notarization of our signatures in any litigation if any should occur.
I'm looking forward to working with you on the project!
Sincerely yours,
Diane R. Gladwell, MMC
President
Enc: Agreement
P.O. Box 62, 1028 Tirol Lane, Lake Arrowhead, CA 92352-0062
Voice: (909) 337-3516 • Fax: (909) 337-3526 • E-mail: info@gladwellgov.org
www.gladwellgov.org
AGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
GLADWELL GOVERNMENTAL SERVICES INC.
DATED: July 25, 2016
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
GLADWELL GOVERNMENTAL SERVICES INC.
This Agreement for Services ("Agreement") is entered into as of this 25th day of July,
2016 by and between the City of Temple City, a municipal corporation ("City") and Gladwell
Governmental Services Inc., an incorporation ("Service Provider"). City and Service Provider
are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred
to as the "Parties."
RECITALS
A. City has sought the services defined and described particularly in Exhibit A,
Scope of Services, of this Agreement. Consultant is uniquely qualified to provide these services.
E. Consultant, following direct negotiation for the performance of the services
defined and described particularly in Exhibit A of this Agreement, was selected by the City to
perform those services.
C. Pursuant to the City of Temple City's Municipal Code, City has authority to enter
into this Services Agreement and the City Manager has authority to execute this Agreement.
D. The Parties desire to formalize the selection of Service Provider for performance
of those services defined and described particularly in Section 2 of this Agreement and desire
that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, 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. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement,
the scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to
the schedule specified in Exhibit "A."
SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Service Provider agrees to perform the services set forth in
Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement
by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to the
schedule specified in Exhibit "A." Should the Services not be completed pursuant to that
schedule, the Service Provider shall be deemed to be in Default of this Agreement. The City, in
its sole discretion, may choose not to enforce the Default provisions of this Agreement and may
instead allow Service Provider to continue performing the Services.
SECTION 2. ADDITIONAL SERVICES.
Service Provider shall not be compensated for any work rendered in connection with its
performance of this Agreement that are in addition to or outside of the Services unless such
additional services are authorized in advance and in writing in accordance with Section 26
"Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and
when such additional work is authorized, such additional work shall be deemed to be part of the
Services.
SECTION 3. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Service
Provider the amounts specified in Exhibit "B" "Compensation" and made a part of this
Agreement by this reference. The total compensation, including reimbursement for actual
expenses, will be at an hourly rate as set forth in Exhibit "B" and shall not exceed Five Thousand
dollars ($4,900), unless additional compensation is approved in writing in accordance with
Section 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement..
(b) Each month Service Provider shall furnish to City an original invoice for all work
performed and expenses incurred during the preceding month. The invoice shall detail charges
by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and
sub -Service Provider contracts. Sub -Service Provider charges shall be detailed by the following
categories: labor, travel, materials, equipment and supplies. If the compensation set forth in
subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor
and materials being paid as a lump sum), the labor category in each invoice shall include
detailed descriptions of task performed and the amount of time incurred for or allocated to that
task. City shall independently review each invoice submitted by the Service Provider to
determine whether the work performed and expenses incurred are in compliance with the
provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice
shall be approved and paid according to the terms set forth in subsection (c). In the event any
charges or expenses are disputed by City, the original invoice shall be returned by City to Service
Provider for correction and resubmission.
(c) Except as to any charges for work performed or expenses incurred by Service
Provider which are disputed by City, City will use its best efforts to cause Service Provider to be
paid within forty-five (45) days of receipt of Service Provider's correct and undisputed invoice.
(d) Payment to Service Provider for work performed pursuant to this Agreement shall
not be deemed to waive any defects in work performed by Service Provider.
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SECTION 4. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Service Provider's work under this
Agreement, either during performance or when completed. City shall reject or finally accept
Service Provider's work within sixty (60) days after submitted to City. City shall reject work by
a timely written explanation, otherwise Service Provider's work shall be deemed to have been
accepted. City's acceptance shall be conclusive as to such work except with respect to latent
defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Service
Provider's work by City shall not constitute a waiver of any of the provisions of this Agreement
including, but not limited to, Section 16 "Indemnification" and Section 17 "Insurance."
SECTION 5. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data,
notes, computer files, files and other documents prepared, developed or discovered by Service
Provider in the course of providing the Services pursuant to this Agreement shall become the
sole property of City and may be used, reused or otherwise disposed of by City without the
permission of the Service Provider. Upon completion, expiration or termination of this
Agreement, Service Provider shall turn over to City all such original maps, models, designs,
drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other
documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer
files, files or other documents prepared, developed or discovered by Service Provider in the
course of providing the Services pursuant to this Agreement, Service Provider's guarantees and
warranties in Section 9 "Standard of Performance" of this Agreement shall not extend to such
use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes,
computer files, files or other documents.
SECTION 6. SERVICE PROVIDER'S BOOKS AND RECORDS.
(a) Service Provider shall maintain any and all documents and records demonstrating
or relating to Service Provider's performance of the Services. Service Provider shall maintain
any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or
records evidencing or relating to work, services, expenditures and disbursements charged to City
pursuant to 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 Service Provider
pursuant to this Agreement. Any and all such documents or records shall be maintained for three
(3) years from the date of execution of this Agreement and to the extent required by laws relating
to audits of public agencies and their expenditures.
(b) Any and all records or documents required to be maintained pursuant to this
section shall be made available for inspection, audit and copying, at any time during regular
business hours, upon request by City or its designated representative. Copies of such documents
or records shall be provided directly to the City for inspection, audit and copying when it is
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practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and
records shall be made available at Service Provider's address indicated for receipt of notices in
this Agreement.
(c) Where City has reason to believe that any of the documents or records required to
be maintained pursuant to this section may be lost or discarded due to dissolution or termination
of Service Provider's business, City may, by written request, require that custody of such
documents or records be given to the City. Access to such documents and records shall be
granted to City, as well as to its successors -in -interest and authorized representatives.
SECTION 7. INDEPENDENT CONTRACTOR.
(a) Service Provider is and shall at all times remain a wholly independent contractor
and not an officer, employee or agent of City. Service Provider 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.
(b) The personnel performing the Services under this Agreement on behalf of Service
Provider shall at all times be under Service Provider's exclusive direction and control. Neither
City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall
have control over the conduct of Service Provider or any of Service Provider's officers,
employees, or agents except as set forth in this Agreement. Service Provider shall not at any
time or in any manner represent that Service Provider or any of Service Provider's officers,
employees, or agents are in any manner officials, officers, employees or agents of City.
(c) Neither Service Provider, nor any of Service Provider's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Service Provider expressly waives any claim Service
Provider may have to any such rights.
SECTION 8. STANDARD OF PERFORMANCE,
Service Provider represents and warrants that it has the qualifications, experience and
facilities necessary to properly perform the Services required under this Agreement in a thorough,
competent and professional manner. Service Provider shall at all times faithfully, competently
and to the best of its ability, experience and talent, perform all Services. In meeting its
obligations under this Agreement, Service Provider shall employ, at a minimum, generally
accepted standards and practices utilized by persons engaged in providing services similar to the
Services required of Service Provider under this Agreement. In addition to the general standards
of performance set forth this section, additional specific standards of performance and
performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be
applicable to Service Provider's work under this Agreement. Where there is a conflict between a
general and a specific standard of performance or performance criteria, the specific standard or
criteria shall prevail over the general.
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SECTION 9. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Service Provider shall keep itself informed of and comply with all applicable federal,
state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of
this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations
necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or
appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in
equity, as a result of any failure of Service Provider to comply with this section.
SECTION 10. PREVAILING WAGE LAWS
It is the understanding of City and Service Provider that California prevailing wage laws
do not apply to this Agreement because the Agreement does not involve any of the following
services subject to prevailing wage rates pursuant to the California Labor Code or regulations
promulgated thereunder: Construction, alteration, demolition, installation, or repair work
performed on public buildings, facilities, streets or sewers done under contract and paid for in
whole or in part out of public funds. In this context, "construction" includes work performed
during the design and preconstruction phases of construction including, but not limited to,
inspection and land surveying work.
SECTION 11. NONDISCRIMINATION.
Service Provider shall not discriminate, in any way, against any person on the basis of
race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical
condition or marital status in connection with or related to the performance of this Agreement.
SECTION 12. UNAUTHORIZED ALIENS.
Service Provider hereby promises and agrees to comply with all of the provisions of the
Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in
connection therewith, shall not employ unauthorized aliens as defined therein. Should Service
Provider so employ such unauthorized aliens for the performance of the Services, and should the
any liability or sanctions be imposed against City for such use of unauthorized aliens, Service
Provider hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 13. CONFLICTS OF INTEREST.
{d} Service Provider covenants that neither it, nor any officer or principal of its firm,
has or shall acquire any interest, directly or indirectly, which would conflict in any manner with
the interests of City or which would in any way hinder Service Provider's performance of the
Services. Service Provider further covenants that in the performance of this Agreement, no
person having any such interest shall be employed by it as an officer, employee, agent or
subcontractor without the express written consent of the City Manager. Service Provider agrees
to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the
interests of City in the performance of this Agreement.
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(e) City understands and acknowledges that Service Provider is, as of the date of
execution of this Agreement, independently involved in the performance of non -related services
for other governmental agencies and private parties. Service Provider is unaware of any stated
position of City relative to such projects. Any future position of City on such projects shall not
be considered a conflict of interest for purposes of this section.
(f) City understands and acknowledges that Service Provider will, perform non -
related services for other governmental agencies and private Parties following the completion of
the Services under this Agreement. Any such future service shall not be considered a conflict of
interest for purposes of this section.
SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
(a) All information gained or work product produced by Service Provider in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Service Provider. Service Provider shall not release or
disclose any such information or work product to persons or entities other than City without prior
written authorization from the City Manager, except as may be required by law.
(b) Service Provider, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the City Manager or unless requested by the City
Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Service Provider gives City notice of such court order or subpoena.
(c) If Service Provider, or any officer, employee, agent or subcontractor of Service
Provider, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Service Provider for any damages,
costs and fees, including attorneys fees, caused by or incurred as a result of Service Provider's
conduct.
(d) Service Provider shall promptly notify City should Service Provider , its officers,
employees, agents or subcontractors 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 party regarding this Agreement and the work
performed thereunder. City retains the right, but has no obligation, to represent Service Provider
or be present at any deposition, hearing or similar proceeding. Service Provider agrees to
cooperate fully with City and to provide City with the opportunity to review any response to
discovery requests provided by Service Provider. However, this right to review any such
response does not imply or mean the right by City to control, direct, or rewrite said response.
SECTION 15. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a
professional standard of care for Service Provider's services, to the fullest extent permitted by
law, 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 liability
(including liability for claims, suits, actions, arbitration proceedings, administrative proceedings,
regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or
threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert
witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, any negligent or wrongful act, error or omission of Service Provider, or by any individual or
entity for which Service Provider is legally liable, including but not limited to officers, agents,
employees or sub -contractors of Service Provider, in the performance of professional services
under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Service Provider
shall indemnify, protect, defend and hold harmless City, and any and all of its employees,
officials and agents from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or
costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court
costs, interest, defense costs, and expert witness fees), where the same arise out of, are a
consequence of, or are in any way attributable to, in whole or in part, the performance of this
Agreement by Service Provider or by any individual or entity for which Service Provider is
legally liable, including but not limited to officers, agents, employees or sub -contractors of
Service Provider.
(c) Indemnification from Sub -Service Providers. Service Provider agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this section from
each and every sub -Service Provider or any other person or entity involved by, for, with or on
behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties
as additional indemnitees. In the event Service Provider fails to obtain such indemnity
obligations from others as required herein, Service Provider agrees to be fully responsible
according to the terms of this section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a waiver of any
rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on
the successors, assigns or heirs of Service Provider and shall survive the termination of this
Agreement or this section.
(d) Limitation of Indemnification. Notwithstanding any provision of this section to
the contrary, design professionals are required to defend and indemnify the City only to the
extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional
to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory
proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the design professional. The term "design professional,"
as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects,
registered professional engineers, professional land surveyors, and the business entities that offer
such services in accordance with the applicable provisions of the California Business and
Professions Code.
(e) City's Negligence. The provisions of this section do not apply to claims occurring
as a result of City's sole negligence. The provisions of this section shall not release City from
liability arising from gross negligence or willful acts or omissions of City or any and all of its
officials, employees and agents.
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SECTION 16. INSURANCE.
Service Provider agrees to obtain and maintain in full force and effect during the term of
this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this
Agreement. All insurance policies shall be subject to approval by City as to form and content.
These requirements are subject to amendment or waiver if so approved in writing by the City
Manager. Service Provider agrees to provide City with copies of required policies upon request.
SECTION 17. ASSIGNMENT.
The expertise and experience of Service Provider are material considerations for this
Agreement. City has an interest in the qualifications and capability of the persons and entities
who will fulfill the duties and obligations imposed upon Service Provider under this Agreement.
In recognition of that interest, Service Provider shall not assign or transfer this Agreement or any
portion of this Agreement or the performance of any of Service Provider's duties or obligations
under this Agreement without the prior written consent of the City. Any attempted assignment
shall be ineffective, null and void, and shall constitute a material breach of this Agreement
entitling City to any and all remedies at law or in equity, including termination of this Agreement
pursuant to Section 20 "Termination of Agreement." City acknowledges, however, that Service
Provider, in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 18. CONTINUITY OF PERSONNEL.
Service Provider shall make every reasonable effort to maintain the stability and
continuity of Service Provider's staff and subcontractors, if any, assigned to perform the
Services. Service Provider shall notify City of any changes in Service Provider's staff and sub-
contractors, if any, assigned to perform the Services prior to and during any such performance.
SECTION 19. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving
thirty (30) days written notice of termination to Service Provider. In the event such notice is
given, Service Provider shall cease immediately all work in progress.
(b) Service Provider may terminate this Agreement for cause at any time upon thirty
(30) days written notice of termination to City.
(c) If either Service Provider or City fail to perform any material obligation under this
Agreement, then, in addition to any other remedies, either Service Provider, or City may
terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Service Provider or City, all
property belonging exclusively to City which is in Service Provider's possession shall be
returned to City. Service Provider shall furnish to City a final invoice for work performed and
expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and
Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the
same manner as set forth in Section 4 "Compensation and Method of Payment" of this
Agreement.
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SECTION 20. DEFAULT.
In the event that Service Provider is in default under the terms of this Agreement, the City
shall not have any obligation or duty to continue compensating Service Provider for any work
performed after the date of default. Instead, the City may give notice to Service Provider of the
default and the reasons for the default. The notice shall include the timeframe in which Service
Provider may cure the default. This timeframe is presumptively thirty (30) days, but may be
extended, though not reduced, if circumstances warrant. During the period of time that Service
Provider is in default, the City shall hold all invoices and shall, when the default is cured,
proceed with payment on the invoices. In the alternative, the City may, in its sole discretion,
elect to pay some or all of the outstanding invoices during the period of default. If Service
Provider does not cure the default, the City may take necessary steps to terminate this Agreement
under Section 20 "Termination of Agreement." Any failure on the part of the City to give notice
of the Service Provider's default shall not be deemed to result in a waiver of the City's legal
rights or any rights arising out of any provision of this Agreement.
SECTION 21. EXCUSABLE DELAYS.
Service Provider shall not be liable for damages, including liquidated damages, if any,
caused by delay in performance or failure to perform due to causes beyond the control of Service
Provider. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts
of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes,
embargoes, and unusually severe weather. The term and price of this Agreement shall be
equitably adjusted for any delays due to such causes.
SECTION 22. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to
City as public records, and which are necessary for carrying out the Services shall be furnished to
Service Provider in every reasonable way to facilitate, without undue delay, the Set -vices to be
performed under this Agreement.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and
shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return
receipt requested, addressed as follows:
To City: City of Temple City
Attn: City Manager
9701 Las Tunas Dr.
Temple City, CA 91780
To Service Provider: Gladwell Governmental Services, Inc.
Diane R. Gladwell, President
PO Box 62
Lake Arrowhead, CA 92352
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Notice shall be deemed effective on the date personally delivered or transmitted by
facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States
Postal Service.
SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Service Provider represents
and warrants that he/she/they has/have the authority to so execute this Agreement and to bind
Service Provider to the performance of its obligations hereunder.
SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her
designated representative. The City Manager shall have the authority to issue interpretations and
to make amendments to this Agreement, including amendments that commit additional funds,
consistent with Section 28 "Amendment" and the City Manager's contracting authority under the
Temple City Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and
assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing
and approved by the Service Provider and by the City. The City Manager shall have the authority
to approve any amendment to this Agreement if the total compensation under this Agreement, as
amended, would not exceed the City Manager's contracting authority under the Temple City
Municipal Code. All other amendments shall be approved by the City Council. The Parties agree
that the requirement for written modifications cannot be waived and that any attempted waiver
shall be void.
SECTION 28. 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 of 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 work or services by Service Provider shall not constitute
a waiver of any of the provisions of this Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the
State of California. In the event of litigation between the Parties, venue in state trial courts shall
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lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.
SECTION 30. ATTORNEYS 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 reasonable attorney's fees, costs and expenses, in addition to any other relief to
which it may be entitled.
SECTION 31. ENTIRE AGREEMENT
This Agreement, including the attached Exhibits "A" through "C", 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 Service Provider 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.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared 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 and the Agreement shall be read and construed
without the invalid, void or unenforceable provision(s).
SECTION 33. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms
of any Exhibit hereto, or with the terms of any document incorporated by reference into this
Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
and year first -above written.
CITY OF TEMPLE CITY
Bryan Cook
City Manager
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ATTEST:
P"� CSO
Peggy Kuo
City Clerk
APPROVED AS TO FORM
Eric S. V
City Attorney
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NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED,
AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY
BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION,
OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE
PROVIDER'S BUSINESS ENTITY.
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