Rash Curtis & Associates - 2011 Agreement - Amendment No. 1AMENDMENT TO COLLECTION AGREEMENT
The City of Gilroy, a municipal corporation ("Client'), and Rash Curtis & Associates
( "Agency"), hereby amend that certain Collection Agreement/Description of Services ( "Agreement "),
which is being entered into concurrently herewith, for valuable consideration, as follows:
1. Paragraph H, Page 2 of the Agreement shall be deleted and replaced as follows:
Indemnification and Duty to Defend. To the fullest extent permitted by
law, the Agency shall defend through counsel approved by the Client,
indemnify and hold harmless the Client, its officers, representatives,
agents and employees against any and all suits, damages, costs, fees,
claims, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising from or
caused by any act or omission of the Agency or the Agency's assistants,
employees or agents relating to any account covered under the Agreement.
However, the Client agrees to hold harmless and indemnify the Agency
for any losses or damages wherein the reason for said action occurred
prior to the assignment of the account or the reason for the action is related
to the acts or omissions of the Client or its employees. This paragraph
shall survive termination of the Agreement.
2. Paragraph I is amended to allow either party to terminate the agreement at any time within the
contract period with thirty (30) days written notice of termination
3. A new Paragraph L is added, as follows:
Assignment. Notwithstanding any other provision of this Agreement,
neither this Agreement nor any duties or obligations of the Agency under
this Agreement may be assigned or subcontracted by the Agency without
the prior written consent of the Client, which consent the Client may
withhold in its sole and absolute discretion.
4. A new Paragraph M is added, as follows:
Attorneys' Fees. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this
Agreement, the prevailing party will be entitled to reasonable attorneys'
fees, which may be set by the court in the same action or in a separate
action brought for that purpose, in addition to any other relief to which
that party may be entitled.
5. Except as expressly modified herein or modified in a prior, fully- executed amendment, all of
the provisions of the Agreement shall remain in full force and effect. In the case of any inconsistencies
between the Agreement and this Amendment, the terms of this Amendment shall control.
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6. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Faxed or electronically
delivered signature pages will be treated as originals.
7. This Amendment is to be constructed, interpreted and enforced in accordance with California
law.
8. This Amendment shall be effective as of the dates signed below, which is intended to be the
same effective period as under the Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
dates set forth besides their signatures below.
CQj O LROY RASH CURTIS & ASSOCIATES
By: By: '"—'^'�i �s
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D1�Ulil�s • tC�W1�� Terrence L. Paff
(gel
OIT'( � � �, President/CEO
[titleidegmainent] (title]
By: Date: 5 31b/
City Administrator
Date: fO -tSjt I
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