Laserfiche WebLink
Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 15 <br />17.5 Order of Precedence. Conflicts are resolved in this order: (1) the Cover Page (Additional <br />Terms first, then Key Terms); (2) this PSA; (3) the applicable SOW and its Change Orders <br />(which modify the PSA only where they specifically identify the superseded provision); and <br />(4) the Proposal Record. <br />17.6 Amendments; Waivers; Severability. Amendments and waivers must be in a writing <br />signed by both Parties; waivers are never implied. If a provision is held unenforceable, it is <br />modified to the minimum extent necessary and the remainder stays in effect. <br />17.7 Force Majeure. Neither Party is liable for delay or failure caused by a Force Majeure Event. <br />If a Force Majeure Event materially affects the Services for 15 or more consecutive days, either <br />Party may terminate the affected SOW, and Porterhouse shall refund pre-paid unused fees. <br />Force majeure does not excuse payment of amounts owed. <br />17.8 Insurance. Porterhouse shall maintain the coverages stated on the Cover Page (or, if <br />none are stated, coverage that is adequate and customary for providers of similar services, <br />including coverage for City Materials in Porterhouse's custody or control) and shall prov ide <br />certificates of insurance and required endorsements before Services begin and on request. <br />17.9 Independent Contractor. The Parties are independent contractors. Nothing in the <br />Agreement creates an agency, partnership, joint venture, or employment relationship, and <br />Porterhouse is responsible for its own employment taxes and benefits. <br />17.10 No Third-Party Beneficiaries. The Agreement creates no rights in any third party, except <br />that the City indemnitees identified in Section 13.1 may enforce that Section. <br />17.11 Certifications. Porterhouse certifies that neither it nor its principals are debarred, <br />suspended, proposed for debarment, declared ineligible, or voluntarily excluded from <br />covered transactions by any federal department or agency. Porterhouse shall complete any <br />certification forms reasonably required by the City's standard contracting process and shall <br />notify the City promptly if any certification ceases to be accurate. <br />17.12 Nondiscrimination. Porterhouse shall comply with all applicable federal and California <br />nondiscrimination laws, including the California Fair Employment and Housing Act, <br />Government Code Section 12900 et seq., and shall not discriminate against any employee or <br />applicant in violation of those laws in performing the Services. <br />17.13 Records. Porterhouse shall keep books and records reasonably related to fees invoiced <br />under the Agreement during each SOW Term and for three years afterward, and shall make <br />them available to the City for inspection on reasonable advance notice during normal <br />business hours. <br />Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33