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HomeMy WebLinkAbout2016-121 I RESOLUTION NO. 2016-121 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND 4 NEW HOPE MISSIONARY BAPTIST CHURCH 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. That the City Manager of the City of San Bernardino is hereby 8 authorized to execute a Volunteer Services Agreement between the City of San Bernardino 9 and New Hope Missionary Baptist Church, attached hereto as Exhibit "A" and incorporated 10 11 by reference herein as if fully set forth. 12 SECTION 2. This authorization shall expire and be deemed void and of no further 13 effect if the Agreement is not executed by both parties and returned to the Office of the City 14 Clerk within sixty (60) days following the effective date of this resolution. 15 16 17 /// 18 19 20 21 22 23 24 25 26 /// 27 28 1 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A VOLUNTEER 2 SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND 3 NEW HOPE MISSIONARY BAPTIST CHURCH 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on 6 7 the 201h day of June, 2016, by the following vote, to wit: 8 Council Members: AYES NAYS ABSTAIN ABSENT 9 MARQUEZ X 10 BARRIOS X 11 VALDIVIA X 12 13 SHORETT X 14 NICKEL X 15 RICHARD X 16 MULVIHILL X 17 18 )�ze George Hanna, C , City Clerk 19 '40 20 The foregoing Resolution is hereby approved this day of June, 2016. 21 ✓� 22 �o R. Carey Da s, Mayor 23 City of San Bernardino 24 Approved as to form: 25 Gary D. Saenz, City Attorney 26 By: 27 28 2 2016-121 Exhibit A VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH This Volunteer Services Agreement (the "Agreement") is entered into this 20th day of June, 2016 ("Effective Date"), BY AND BETWEEN: The City of San Bernardino, a Charter City organized under the laws of the State of California, with an address of 300 N. "D" Street, San Bernardino, California (the "CITY"): AND, New Hope Missionary Baptist Church, a religious organization under the laws of the State of California and having its principal location of 1575 W. 17th Street, San Bernardino CA 92411 ("NEW HOPE") (individually CITY and NEW HOPE may be referred to as a "PARTY" and collectively CITY and NEW HOPE may be referred to as the "PARTIES"). WITNESSETH: WHEREAS, the Mayor and Common Council of CITY have determined that it is advantageous and in the best interest of the CITY to ensure volunteer opportunities for youth in the City of San Bernardino; and, WHEREAS, NEW HOPE operates a Summer Youth Program designed to assist youth with obtaining valuable work experience. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the PARTIES hereby agree as follows: 1. SCOPE OF SERVICES. CITY and NEW HOPE agree to perform those acts and provide those services as set forth on Exhibit 'A" attached hereto and incorporated herein. 2. WARRANTY AND RECORDS. 2.1 Warranty. NEW HOPE warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 1 of 8 2016-121 Exhibit A NEW HOPE shall indemnify and hold harmless CITY from and against all claims, demands, payments, suits, actions, Proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, presented brought, or recovered against CITY for, or on account of any liability under any of the above mentioned laws, arising from or related to NEW HOPE's performance under this Agreement. 2.2 Additional Services. NEW HOPE shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the CITY, prior to NEW HOPE performing the additional services, approves such additional services in writing. It is superficially understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3 Records and Audits. Records of NEW HOPE's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY upon reasonable notice. 3. TERM; TERMINATION. The term of this Agreement shall be from the Effective Date to July 30, 2016. This Agreement may be terminated at any time upon written notice by either PARTY for any reason, including convenience. The terms of this Agreement shall remain in force unless mutually amended in writing. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. NEW HOPE agrees to and shall indemnify and hold the CITY, its elected officials, employees, agents, or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of NEW HOPE, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under the Agreement, unless the bodily injury or property damage was representative's. As part of the foregoing indemnity, NEW HOPE agrees to protect and defend at its own expense, including attorney's fees, the CITY, its elected officials, employees, agents or representative's from any and all legal actions based upon such actual or alleged acts or omissions. NEW HOPE hereby waives any and all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents or representative's, with respect to the third party claims against the NEW HOPE relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 2 of 8 2016-121 Exhibit A 5. INSURANCE. 5.1 Minimum Scope and Limits of Insurance. NEW HOPE shall obtain and maintain during the life of this Agreement worker's compensation insurance as required by the State of California. 5.2 Certificates of Insurance. New Hope shall provide to CITY certificates of insurance showing the insurance coverage described above, in a form and content approved by CITY, prior to performing any service under this Agreement. 5.3 Non-Limiting. Nothing in this Section shall be constructed as limiting in any way, the indemnification provision contained within this Agreement, or the extent to which NEW HOPE may be held responsible for payments of damages to person or property. 6. NON-DISCRIMINATION. In the performances of this Agreement and in the hiring and recruitment of employees, NEW HOPE shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. NEW HOPE shall perform work tasks provided by this Agreement, but for all intents and purposes NEW HOPE shall be an independent contractor and not an agent or employee of the CITY. NEW HOPE shall secure at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for NEW HOPE and its officers, agents, and employees and all business license, if any are required, in connection with the services to be performed hereunder. 8. LICENSES AND OTHER REQUIREMENTS. NEW HOPE warrants that it possesses or shall obtain prior to execution of this Agreement, and maintain, any licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of NEW HOPE to practice its business or profession. 9. WAIVER FORMS NEW HOPE agrees to have each participant sign the CITY's waiver form, as attached as Exhibit "B" and attached hereto, prior to any volunteer beginning work for the CITY. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 3 of 8 2016-121 Exhibit A 10. NOTICES. Any notices, documents, correspondence, or other communication concerning this Agreement or the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by U.S. Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. TO THE CITY: TO THE NEW HOPE: Jim Tickemyer Marvin Williams 201 N "E" Street, Suite 301 1575 W. 17th Street San Bernardino, CA 92401 San Bernardino, CA 92411 Either PARTY may change the address for delivery of notices by sending notice of the change to the other PARTY in conformity with this Section. 11. ATTORNEYS' FEES. In the event that litigation is brought by any PARTY in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his/her office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purpose of this paragraph. 12. ASSIGNMENT. NEW HOPE shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the NEW HOPE's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrances shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release NEW HOPE of NEW HOPE's obligation to perform all other obligations to be performed by NEW HOPE hereunder for the term of this Agreement. 13. VENUE. The parties hereto agree that all actions or proceedings arising in connection with the Agreement shall be tried and litigated either in the Superior Court of the State of California for the County of San Bernardino or the United States District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 4 of 8 2016-121 Exhibit A 14. GOVERNING LAW. This Agreement shall be governed and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflicting laws. 15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and insure to the benefit of the PARTIES to this Agreement and their respective heirs, representatives, successors, and assigns. 16. HEADINGS. The subject headings of the sections of this Agreement are included for the purpose of convenience only and shall not affect the construction or the interpretation of any of its provisions. 17. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of offending provision in any other circumstances, and the remaining provisions of this Agreement shall remain in full force and effect. 18. REMEDIES; WAIVER All remedies available to either PARTY for one or more breaches by the other PARTY are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The delay or failure of either PARTY to require performance or compliance of the other of any of its obligations under this Agreement shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by a duly authorized representative of the PARTY against whom it is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of such right or remedy with respect to any future occurrences or events and shall not be deemed a continuing waiver. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and the understanding between the PARTIES, and supersedes any prior agreements and understating relating to the subject matter of this Agreement. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 5 of 8 2016-121 Exhibit A 20. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and biding obligation of the PARTY executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. 21. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES. 22. CORPORATE AUTHORITY. Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly authorized to execute this Agreement on behalf of said PARTIES and that by doing so, the PARTIES hereto are formally bound to the provisions of this Agreement. 23. COMPLIANCE WITH LAW NEW HOPE agrees to abide by all federal, state, and local laws, ordinances and regulations. 24. FORCE MAJEURE. A PARTY shall not be liable for any failure or delay in the performance of this AGREEMENT for the period that such failure or delay is due to cause beyond its reasonable control, including but not limited to acts of God, war, strikes, or labor disputes, embargoes, governmental orders or any other force majeure event. 25. ORDER OF PRECEDENCE. In the event of any inconsistency or conflict in this AGREEMENT and any of the attachment Exhibits or Attachments, the terms set forth in this Agreement shall prevail. 26. CONSTRUCTION. The PARTIES have participated jointly in the negotiation and drafting of this AGREEMENT. In the event of ambiguity or question of intent or interpretation arises with respect to this AGREEMENT, this Agreement shall be constructed as if drafted jointly by the PARTIES and in accordance with its fair meaning. There shall be no VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 6 of 8 2016-121 Exhibit A presumption or burden of proof favoring or disfavoring any Party by virtue of authorship of any of the provisions of the Agreement. [Signature Page Follows] VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 7 of 8 2016-121 Exhibit A VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: 12016 NEW HOPE MISSIONARY BAPTIST CHURCH By: Its: Dated: , 2016 CITY OF SAN BERNARDINO By: Mark Scott, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 8 of 8 2016-121 Exhibit A VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH This Volunteer Services Agreement (the "Agreement") is entered into this 20th day of June, 2016 ("Effective Date"), BY AND BETWEEN: The City of San Bernardino, a Charter City organized under the laws of the State of California, with an address of 300 N. "D" Street, San Bernardino, California (the "CITY"): AND, New Hope Missionary Baptist Church, a religious organization under the laws of the State of California and having its principal location of 1575 W. 17th Street, San Bernardino CA 92411 ("NEW HOPE") (individually CITY and NEW HOPE may be referred to as a "PARTY" and collectively CITY and NEW HOPE may be referred to as the "PARTIES"). WITNESSETH: WHEREAS, the Mayor and Common Council of CITY have determined that it is advantageous and in the best interest of the CITY to ensure volunteer opportunities for youth in the City of San Bernardino; and, WHEREAS, NEW HOPE operates a Summer Youth Program designed to assist youth with obtaining valuable work experience. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the PARTIES hereby agree as follows: 1. SCOPE OF SERVICES. CITY and NEW HOPE agree to perform those acts and provide those services as set forth on Exhibit 'A" attached hereto and incorporated herein. 2. WARRANTY AND RECORDS. 2.1 Warrantv. NEW HOPE warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 1 of 8 2016-121 Exhibit A NEW HOPE shall indemnify and hold harmless CITY from and against all claims, demands, payments, suits, actions, Proceedings, and judgments of every nature and description including reasonable attorneys' fees and costs, presented brought, or recovered against CITY for, or on account of any liability under any of the above mentioned laws, arising from or related to NEW HOPE's performance under this Agreement. 2.2 Additional Services. NEW HOPE shall not receive compensation for any services provided outside the scope of services specified in this Agreement unless the CITY, prior to NEW HOPE performing the additional services, approves such additional services in writing. It is superficially understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3 Records and Audits. Records of NEW HOPE's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY upon reasonable notice. 3. TERM; TERMINATION. The term of this Agreement shall be from the Effective Date to July 30, 2016. This Agreement may be terminated at any time upon written notice by either PARTY for any reason, including convenience. The terms of this Agreement shall remain in force unless mutually amended in writing. The duration of this Agreement may be extended with the written consent of both parties. 4. INDEMNITY. NEW HOPE agrees to and shall indemnify and hold the CITY, its elected officials, employees, agents, or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of NEW HOPE, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under the Agreement, unless the bodily injury or property damage was representative's. As part of the foregoing indemnity, NEW HOPE agrees to protect and defend at its own expense, including attorney's fees, the CITY, its elected officials, employees, agents or representative's from any and all legal actions based upon such actual or alleged acts or omissions. NEW HOPE hereby waives any and all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents or representative's, with respect to the third party claims against the NEW HOPE relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 2 of 8 2016-121 Exhibit A 5. INSURANCE. 5.1 Minimum Scope and Limits of Insurance. NEW HOPE shall obtain and maintain during the life of this Agreement worker's compensation insurance as required by the State of California. 5.2 Certificates of Insurance. New Hope shall provide to CITY certificates of insurance showing the insurance coverage described above, in a form and content approved by CITY, prior to performing any service under this Agreement. 5.3 Non-Limiting. Nothing in this Section shall be constructed as limiting in any way, the indemnification provision contained within this Agreement, or the extent to which NEW HOPE may be held responsible for payments of damages to person or property. 6. NON-DISCRIMINATION. In the performances of this Agreement and in the hiring and recruitment of employees, NEW HOPE shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. NEW HOPE shall perform work tasks provided by this Agreement, but for all intents and purposes NEW HOPE shall be an independent contractor and not an agent or employee of the CITY. NEW HOPE shall secure at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for NEW HOPE and its officers, agents, and employees and all business license, if any are required, in connection with the services to be performed hereunder. 8. LICENSES AND OTHER REQUIREMENTS. NEW HOPE warrants that it possesses or shall obtain prior to execution of this Agreement, and maintain, any licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of NEW HOPE to practice its business or profession. 9. WAIVER FORMS NEW HOPE agrees to have each participant sign the CITY's waiver form, as attached as Exhibit "B" and attached hereto, prior to any volunteer beginning work for the CITY. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 3 of 8 2016-121 Exhibit A 10. NOTICES. Any notices, documents, correspondence, or other communication concerning this Agreement or the services provided hereunder may be provided by personal delivery or U.S. Mail. If personally delivered the notice shall be deemed delivered at the time of the personal delivery. If sent by U.S. Mail the notice shall be deemed delivered forty-eight (48) hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. TO THE CITY: TO THE NEW HOPE: Jim Tickemyer Marvin Williams 201 N "E" Street, Suite 301 1575 W. 17th Street San Bernardino, CA 92401 San Bernardino, CA 92411 Either PARTY may change the address for delivery of notices by sending notice of the change to the other PARTY in conformity with this Section. 11. ATTORNEYS' FEES. In the event that litigation is brought by any PARTY in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his/her office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' fees" for the purpose of this paragraph. 12. ASSIGNMENT. NEW HOPE shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the NEW HOPE's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrances shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release NEW HOPE of NEW HOPE's obligation to perform all other obligations to be performed by NEW HOPE hereunder for the term of this Agreement. 13. VENUE. The parties hereto agree that all actions or proceedings arising in connection with the Agreement shall be tried and litigated either in the Superior Court of the State of California for the County of San Bernardino or the United States District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 4 of 8 ` 2016-121 Exhibit A 14. GOVERNING LAW. This Agreement shall be governed and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflicting laws. 15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and insure to the benefit of the PARTIES to this Agreement and their respective heirs, representatives, successors, and assigns. 16. HEADINGS. The subject headings of the sections of this Agreement are included for the purpose of convenience only and shall not affect the construction or the interpretation of any of its provisions. 17. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of offending provision in any other circumstances, and the remaining provisions of this Agreement shall remain in full force and effect. 18. REMEDIES; WAIVER All remedies available to either PARTY for one or more breaches by the other PARTY are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The delay or failure of either PARTY to require performance or compliance of the other of any of its obligations under this Agreement shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by a duly authorized representative of the PARTY against whom it is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of such right or remedy with respect to any future occurrences or events and shall not be deemed a continuing waiver. 19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and the understanding between the PARTIES, and supersedes any prior agreements and understating relating to the subject matter of this Agreement. VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 5 of 8 2016-121 Exhibit A 20. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and biding obligation of the PARTY executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof. 21. AMENDMENT. No amendment to this Agreement will be effective unless it is in writing and signed by both PARTIES. 22. CORPORATE AUTHORITY. Each person executing this Agreement on behalf of the PARTIES hereto warrant that they are duly authorized to execute this Agreement on behalf of said PARTIES and that by doing so, the PARTIES hereto are formally bound to the provisions of this Agreement. 23. COMPLIANCE WITH LAW NEW HOPE agrees to abide by all federal, state, and local laws, ordinances and regulations. 24. FORCE MAJEURE. A PARTY shall not be liable for any failure or delay in the performance of this AGREEMENT for the period that such failure or delay is due to cause beyond its reasonable control, including but not limited to acts of God, war, strikes, or labor disputes, embargoes, governmental orders or any other force majeure event. 25. ORDER OF PRECEDENCE. In the event of any inconsistency or conflict in this AGREEMENT and any of the attachment Exhibits or Attachments, the terms set forth in this Agreement shall prevail. 26. CONSTRUCTION. The PARTIES have participated jointly in the negotiation and drafting of this AGREEMENT. In the event of ambiguity or question of intent or interpretation arises with respect to this AGREEMENT, this Agreement shall be constructed as if drafted jointly by the PARTIES and in accordance with its fair meaning. There shall be no VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 6 of 8 2016-121 Exhibit A presumption or burden of proof favoring or disfavoring any Party by virtue of authorship of any of the provisions of the Agreement. [Signature Page Follows] VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 7 of 8 2016-121 Exhibit A VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and date set forth below. Dated: tLAA 19 , 2016 NEW HOPE MISSIONARY BAPTIST CHURCH Its: Dated: , 2016 CITY OF SAN BERNARDINO By: Mark Scott, City Manager APPROVED AS TO FORM: Gary D. Saenz, City Attorney By. Cc� VOLUNTEER SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND NEW HOPE MISSIONARY BAPTIST CHURCH Page 8 of 8