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2024-29 Kone, Inc - Elevator Maintenance0r� GEM of the DESERT CITY OF LA QUINTA SHORT -FORM SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 31 st day of July, 2024, ("Effective Date") by and between the City of La Quinta, a Municipal Corporation and Charter City organized under the Constitution and laws of the State of California with its principal place of business at 78495 Calle Tampico, La Quinta, CA ("City") and KONE, Inc., a California Limited Liability Corporation with its principal place of business at 1540 Scenic Ave, Costa Mesa, CA 92626 ("Vendor"). City and Vendor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. TERMS AND CONDITIONS. The Parties shall comply with the terms and conditions in the attached Exhibit "A." 3. SCOPE AND SCHEDULE OF SERVICES. Vendor shall provide to City the services pursuant to the date(s) and schedule(s) described in accordance with the schedule set forth in Exhibit "B." 4. TERM. The term of this Agreement shall be from July 31, 2024 to June 30, 2029, unless earlier terminated as set forth in the attached Terms and Conditions. 5. COMPENSATION. Vendor shall receive compensation for services rendered under this Agreement at the rates and schedule set forth in the attached Exhibit "C" but in no event shall Vendor's compensation exceed Five Thousand Six Hundred and Eighty -Eight Dollars ($5,688) per fiscal year (July 1 to June 30) without written amendment. 6. FORCE MAJEURE. The time period specified for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Vendor including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Vendor shall within ten (10) days of the commencement of such delay notify the City in writing of the causes of the delay. The City shall ascertain the facts and the extent of delay and extend the time for performing the Services for the period of the forced delay when and if in their judgment such delay is justified, and the City's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time periods for performance of services, which are determined by the City to be justified pursuant to this Section, shall not entitle the Vendor to additional compensation unless City expressly agrees to an increase in writing. 7. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8. INSURANCE. In accordance with Section 4 of Exhibit 'A" Vendor shall, at its expense, procure and maintain for the duration of the Agreement such insurance policies as checked below and provide proof of such insurance policies to the City. Vendor shall obtain policy endorsements on Commercial General Liability Insurance that name Additional Insureds as follows: The City of La Quinta, its officers, officials, employees and agents. Commercial General Liability Insurance: ❑ $1,000,000 per occurrence/$2,000,000 aggregate OR ® $5,000,000 per occurrence/$10,000,000 aggregate ® Additional Insured Endorsement naming City of La Quinta ® Primary and Non -Contributory Endorsement Automobile Liability: ® $1,000,000 combined single limit for bodily injury and property damage ❑ Auto Liability Additional Insured Workers' Compensation: ® Statutory Limits / Employer's Liability $1,000,000 per accident or disease ® Workers' Compensation Endorsement with Waiver of Subrogation Professional Liability (Errors and Omissions): ❑ Errors and Omissions liability insurance with a limit of not less than $1,000,000 per claim 4 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF LA QUINTA a California Municipal Corporation, and Charter City JON McMILLEN City Manager ATTEST: /3 o2( y MONIKA R DEVA, City Cler City of La Quinta, California APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California 3 KONE, INC. g�� 8-8-24 Jeff Blum/ Senior Vice President KONE's acceptance is expressly conditioned upon the terms of the agreement dated 6/3/16 and Exhibit B to this Agreement dated 7/31/24 taking precedence and superseding. KONE Opp# 16035520 EXHIBIT "A" TERMS AND CONDITIONS 1. Compensation. Vendor shall be paid on a time and materials or lump sum basis, as may be set forth in Exhibit "C", within 30 days of completion of the Work and approval by the City. 2. Compliance with Law. Vendor shall comply with all applicable laws and regulations of the federal, state and local government. Vendor shall assist the City, as requested, in obtaining and maintaining all permits required of Vendor by Federal, State and local regulatory agencies. Vendor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her Work. In explanation of the forgoing and not by way of limitation, Vendor shall comply with any Federal, State, and local laws, regulations, orders, and guidelines related to the work provided by the Vendor during the COVID-19 state of emergency declared by the Governor of California and City of La Quinta. Such Federal, State, and local laws, regulations, orders, and guidelines include but are not limited to: Executive Orders from the Governor of California and orders and guidance issued from the California Department of Public Health (DPH); Orders from the Riverside County Public Health Officer; and Emergency Resolutions and Executive Orders from the City Council and City Manager, respectively, for the City of La Quinta. 3. Standard of Care. The Vendor shall perform the Work in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession practicing under similar conditions. 4. Insurance. The Vendor shall take out and maintain, during the performance of all work under this Agreement: A. Commercial General Liability Insurance in the amounts specified in Section 8 of the Agreement for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001), and if no amount is selected in Section 8 of the Agreement, the amounts shall be $1,000,000 per occurrence/$2,000,000 aggregate; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as Insurance Services Office Form Number CA 0001 (ed. 6/92) covering automobile liability, Code 1 (any auto); C. Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per accident or disease. Vendor shall also submit to City a waiver of A-1 subrogation endorsement in favor of city, and D. Professional Liability (Errors and Omissions) coverage, if checked in section 6 of the Agreement, with a limit not less than $1,000,000 per claim and which shall be endorsed to include contractual liability. Insurance carriers shall be authorized by the Department of Insurance, State of California, to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A"; "Class VII" according to the latest Best Key Rating unless otherwise approved by the City. 4.1 Pass Through Clause. Vendor agrees to ensure that its sub -consultants, sub -contractors, and any other party involved with the project who is brought onto or involved in the project by Vendor, provide the same minimum insurance coverage and endorsements required of Vendor. Vendor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Vendor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. 5. Indemnification. The Vendor shall indemnify and hold harmless the City, its Council, members of the Council, agents and employees of the City, against any and all claims, liabilities, (including liability related to exposure to communicable diseases, illnesses, or viruses), expenses or damages, including responsible attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, or any claim of the Vendor or subcontractor for wages or benefits which arise in connection with the performance of this Agreement, except to the extent caused or resulting from the active negligence or willful misconduct of the City, its Council, members of the Council, agents and employees of the City. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to the City and the City's attorneys' fees incurred in such an action. 6. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Riverside, State of California. 7. Termination. The City may terminate the services procured under this Agreement by giving 10 calendar days written notice to Vendor. In such event, the City shall be immediately given title and possession to any original field notes, drawings and specifications, written reports and other documents produced or developed for the services. The City shall pay Vendor the reasonable value of services completed prior to termination. The City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. Vendor may terminate its obligation to provide services under this Agreement upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Agreement through no fault of Vendor. 8. Agreement Terms. Nothing herein shall be construed to give any rights or benefits to anyone other than the City and the Vendor. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions A-2 unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties to the addresses set forth in the Agreement. Vendor shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Vendor is retained as an independent contractor and is not an employee of the City. No employee or agent of Vendor shall become an employee of the City. The individuals signing this Agreement represent that they have the authority to sign on behalf of the parties and bind the parties to this Agreement. This is an integrated Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto. EXHIBIT "B" SCOPE AND SCHEDULE OF SERVICES O200 Elevators Escalators July 31, 2024 KONE Inc. 1540 Scenic Ave CITY OF LA QUINTA Costa Mesa, California 92626 78495 CALLE TAMPICO, LA QUINTA CA 92253 Tel (714) 713-1305 Fax(714)893-1848 www.kone.com jay.hubatch@kone.com ATTENTION: AIR, ALFRED BERUMEN REFERENCE: Vertical Transportation Maintenance Agreement Rider CITY OF LA QUINTA 78495 CALLE TAMPICO CA. 41191889 EFFECTIVE: July 1s' , 2024 OBJECT: KONE will keep the current maintenance agreement for an additional 5 year term from the above effective date and will reference the scope, escalations, terms and conditions of the master contract agreement 41191889 PRICE: Current Contract Price $473.46 per month ACCEPTANCE CITY OF LA QUINTA BY: DATE: Respectfully, KONE Inc. Jay Hubatch Sr. Sales Consultant 95 ACCEPTED KONE Inc. BY: JAY HUBATCH Jeff Blum DATE 8-8-24 EXHIBIT "C" COMPENSATION FOR SERVICES SEE EXHIBIT "B" C-1