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HomeMy WebLinkAbout23I317 - DJI ENTERPRISECONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) DJI Enterprise Agreement SITech Southwest, LLC Scott Eveld Scott.Eveld@sitechsw.com DJI Enterprise Basic warranty for PSPD Drone. Amendment #2 adding compensation and extending term $1,309.91 + $982.16 = $2,292.07 2 years: 11/1/2023 - 10/31/2025 N/A Adam Tate: atate@sitechsw.com Information Technology Larry Klingaman N/A 23I319 #2 Yes N/A No Department - No Cumulative Spend = $2,292.07 12/23/24 Rene Sanchez Docusign Envelope ID: 7932FF39-1453-4539-A6E8-260C8A564A59 Page 1 of 4 Revised: 10.31.23 AMENDMENT NO. 2 TO THE DJI ENTERPRISE AGREEMENT (23I317) BETWEEN THE CITY PALM SPRINGS AND EMPIRE TECHNOLOGY HOLDINGS LLC DBA SITECH SOUTHWEST LLC 1. Parties and Date. This Amendment No. 2 to the DJI Enterprise Agreement is made and entered into as of this 23rd day of December, 2024, by and between the City of Palm Springs (“City”) and Empire Technology Holdings LLC dba SITech Southwest LLC, an Arizona, Limited Liability Company (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “DJI Enterprise Agreement 23I317” dated October 17th, 2023 (“Agreement”) for the purpose of retaining the services of Contractor to provide DJI Care Enterprise warranty renewal for an amount of $982.16 and a term of November 1, 2023 to October 31, 2024. 2.2 Amendment #1. The City and Contractor amended the Agreement to extend term and update scope of warranty services. The Parties have heretofore entered into that Amendment No. 1 dated October 17th, 2023 for an amount of $1,309.91 and a term of November 1, 2023 to October 31, 2024 2.3 Amendment #2. The City and Contractor desire to amend the Agreement to extend term of services, and add compensation. The Parties have heretofore entered into that Amendment No. 2 dated December 23, 2024. 2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to Section 5 of the Agreement. 3. Terms. 3.1 “Sales Order #55549 in the amount of $1,309.91 is hereby deleted in its entirety and replaced with Quote #17244 in the amount of $982.16 is attached hereto and incorporated herein by reference.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 2. Docusign Envelope ID: 7932FF39-1453-4539-A6E8-260C8A564A59 Page 2 of 4 Revised: 10.31.23 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No.2. 3.4 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5 Counterparts. This Amendment No. 2 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 7932FF39-1453-4539-A6E8-260C8A564A59 Page 3 of 4 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND EMPIRE TECHNOLOGY HOLDINGS LLC DBA SITECH SOUTHWEST LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 7932FF39-1453-4539-A6E8-260C8A564A59 2/7/2025 2/11/2025 Page 4 of 4 Revised: 10.31.23 Exhibit A: Renewal Invoice for term 11/1/24 – 10/31/25 Docusign Envelope ID: 7932FF39-1453-4539-A6E8-260C8A564A59 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) DJI Enterprise Empire Technology Holdings LLC Scott Eveld seveld@positioningsolutions.com Warranty for PD's drone. DJI Care Enterprise Basic Package is no longer available/now Enterprise Shield Basic $1,309.91 1 year N/A Adam Tate atate@sitechsw.com Information Technology Larry Klingaman N/A 23I317 1 Yes No No Procurement No No 1-quote N/A N/A N/A 11/13/23 Gene Summerville DocuSign Envelope ID: DCC059C1-16CA-4E98-8CFC-A4FB96C00419 X Page 1 of 3 Revised: 10.31.23 AMENDMENT NO. 1 TO THE DJI ENTERPRISE AGREEMENT 23I317 BETWEEN THE CITY PALM SPRINGS AND EMPIRE TECHNOLOGY HOLDINGS LLC DBA SITECH SOUTHWEST LLC 1. Parties and Date. This Amendment No. 1 to the DJI Enterprise Agreement 23I317 is made and entered into as of this 16th day of November, 2023, by and between the City of Palm Springs (“City”) and Empire Technology Holdings LLC dba Sitech Southwest LLC, an Arizona, Limited Liability Company (Contractor). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. The City and Contractor have entered into an agreement entitled “DJI Enterprise Agreement 23I317” dated October 17, 2023 (“Agreement”) for the purpose of retaining the services of Contractor to provide DJI Care Enterprise software renewal for the Palm Springs Police Department drone for an amount of $982.16 and a term of November 1, 2023 to October 31, 2024. 2.2 Amendment. The City and Contractor desire to amend the Agreement to increase the amount, changing from DJI Care Enterprise Basic (no longer available) to Enterprise Shield Basic, with an updated quote. 2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 5 of the Agreement. 3. Terms. 3.1 “Quote #32163 in the amount of $982.16 is hereby deleted in its entirety and replaced with Sales Order #55549 in the amount of $1,309.91 attached hereto and incorporated herein by reference.” 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall DocuSign Envelope ID: DCC059C1-16CA-4E98-8CFC-A4FB96C00419 Page 2 of 3 Revised: 10.31.23 continue in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: DCC059C1-16CA-4E98-8CFC-A4FB96C00419 Page 3 of 3 Revised: 10.31.23 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND EMPIRE TECHNOLOGY HOLDINGS LLC DBA SITECH SOUTHWEST LLC IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 DocuSign Envelope ID: DCC059C1-16CA-4E98-8CFC-A4FB96C00419 11/16/2023 11/20/2023 DocuSign Envelope ID: DCC059C1-16CA-4E98-8CFC-A4FB96C00419 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email Corporations require 2 signatures) DJI Care Package Empire Technology Holdings LLC Scott Eveld seveld@positioningsolutions.com Warranty for PD's drone. 982.16 1 year N/A Adam Tate atate@sitechsw.com Information Technology Larry Klingaman N/A 23I317 N/A Yes No No Department No No 1-quote N/A N/A N/A 10/12/23 Kendall Bradley DocuSign Envelope ID: 7A70CEA2-2A29-4B37-AD4C-2E58E7FC7C44 X TERMS AND CONDITIONS OF SALES AND SERVICE 1. Agreement. Unless otherwise agreed in a written document signed by the General Manager of SITECH Southwest, LLC SITECH"), these Terms and Conditions of Sales and Service ("Terms") govern the purchase of goods (including, but not limited to, new and used equipment, technology and parts) ("Goods") and services ("Services") from SITECH by any individual or entity that purchases such Goods or Services from SITECH ("Client"). SITECH hereby rejects the terms of any purchase order or other document submitted by Client, unless the document is signed by the General Manager of SITECH. The placing of an order with SITECH or the receipt or acceptance of Goods or Services by Client constitutes Client's acceptance of these Terms. 2. Order and Delivery of Goods or Services. All orders for Goods or Services are subject to credit approval and final acceptance by SITECH in its sole discretion. If Client requests partial shipment of its order for Goods or Services, payment for the partial order must be made pursuant to Section 6 below. Client acknowledges that estimated delivery dates for Goods are estimates only; actual delivery dates depend on a variety of factors, including, but not limited to, the production schedules of manufacturers. SITECH will use commercially reasonable efforts to meet estimated delivery dates and shall keep Client advised of the status of delivery, but SITECH shall have no liability for any loss associated with delay in the delivery of Goods. In addition, SITECH shall have no liability for any delay in performance of Services or delivery of Goods caused by any circumstances beyond its reasonable control, including, but not limited to, delays caused by acts of God, acts of war or terrorism, fire or other casualty, storms or adverse weather, strikes, labor shortages or disturbances, shortages of materials, manufacturer delays, theft or vandalism, transport and handling accidents, or revisions to laws, regulations or governmental requirements. 3. Cancellation. Client may cancel all or part of any purchase order for Goods once a purchase order is issued to SITECH only if written notice of cancellation is received by SITECH at least thirty (30) days before the scheduled delivery date of the Goods. In such instance, Client shall pay for any special work or customization performed by SITECH or its suppliers prior to SITECH’s receipt of the written cancellation notice. 4. Returns. Returns require prior written authorization from SITECH. No returns, except for Goods needing repair, will be accepted unless Client notifies SITECH of its request to return within seven (7) days of Client’s receipt of Goods, and SITECH receives the returned Goods within thirty (30) days from Client’s receipt of Goods. Any returned Goods must be new and in resalable condition. Returns must be shipped pre-paid by Client, unless otherwise approved in writing by the General Manager of SITECH. SITECH is not responsible for damage in shipment. Client must enclose a packing slip or note containing its name, address, phone number, and description of the reason for the return. 5. Pricing. Unless otherwise set forth on a written quote issued by SITECH ("Quote"), the price for Goods shall be SITECH's list price for such Goods on the date such Goods are delivered to Client. Unless otherwise set forth on a Quote, the labor rates for Services shall be SITECH's standard labor rates for the applicable type of Service (field rates, shop rates, mine rates or specialty rates, as applicable) in effect at the time the Services are performed. Pricing for future orders is subject to change without notice. Client will promptly pay to SITECH any taxes that SITECH is required to collect with respect to the purchase of Goods or Services, including, but not limited to, value added, personal property, sales, use, and similar taxes ("Taxes"). For any Taxes from which Client claims exemption, Client shall provide SITECH with properly completed exemption certificates and any documentation needed to validate the exemption. If Client fails to provide an appropriate exemption certificate and supporting documentation, as determined by SITECH, Client will remain liable for all such Taxes and will indemnify SITECH for any liability related to the same. Pricing and risk of loss for purchased Goods shall be FOB factory, unless otherwise provided by SITECH in a quote or invoice. Any claims for shortages, damages, or delays in shipment must be made by Client directly to the carrier. 6. Payment Terms. For Clients with an open credit account with SITECH, payments are due Net 30 from date of invoice. For Clients who do not have an open credit account with SITECH, payment is due upon delivery of Goods or completion of Services. SITECH may, in its sole discretion, and upon reasonable notice to Client : (a) revoke credit; (b) modify terms and conditions of credit; (c) require payment in advance; and/or (d) withhold Goods, completed Services or scheduled Services until receipt of payment. If Client fails to pay for Goods or Services as and when due, Client shall pay a late charge of 1.5% of the invoice balance each month until charges are paid in full. In addition to any other right of set-off or recoupment SITECH has under applicable law, Client agrees that, with respect to any amounts due from Client or Client's affiliates to SITECH or SITECH's affiliates, SITECH and its affiliates may set-off such amounts against any amounts owing to Client or Client's affiliates. If Client requests customization of Goods, Client agrees to pay all parts and labor costs SITECH incurs in customizing the Goods, regardless of whether or not Client completes the purchase of the customized Goods. Client must pick up its equipment from SITECH's facility within two (2) business days after notification DocuSign Envelope ID: 7A70CEA2-2A29-4B37-AD4C-2E58E7FC7C44 from SITECH of completion of Services. Pursuant to A.R.S. § 33-1023, SITECH may sell Client's equipment if such equipment remains in SITECH's possession after thirty (30) days and any amounts owed remain unpaid. 7. Title and Security Interest. SITECH retains title to the Goods until Client performs all of its obligations under these Terms. SITECH retains a security interest in the Goods, including all accessions to and replacements of them, to secure performance of all Client’s obligations under these Terms. 8. Warranties. a) New Goods. If Client is purchasing new Goods from SITECH, Client acknowledges that (i) SITECH is not the manufacturer of the Goods; (ii) if the Goods include a manufacturer's warranty, SITECH will pass through to Client the manufacturer's warranty to the extent permitted by the terms of such warranty; and (iii) the manufacturer's warranty will be subject to all conditions and exclusions set forth therein. In certain circumstances, Client may have the option of purchasing an equipment protection plan or extended service coverage (each, an "Extended Protection Product"); if such an Extended Protection Product is available and is purchased by Client at the time of sale, the Extended Protection Product will be subject to all conditions and exclusions included in such Extended Protection Product. SITECH’s liability during the applicable manufacturer’s warranty period is limited to servicing any Goods returned to SITECH by Client for that purpose, and to replacing any defective part, whether the defective part is returned or not, all in accordance with and subject to the manufacturer’s warranty. The warranties described herein apply only to Client and are non-transferable; SITECH shall have no liability to Client’s successors, assigns, or subsequent purchasers. Warranty repaired Goods will be returned to Client by pre-paid surface transportation, unless Client specifically authorizes return by air shipment and agrees to pay the cost. b) Used Goods. If Client is purchasing used Goods from SITECH, such Goods shall be sold in "AS IS, WHERE IS, WITH ALL FAULTS" condition, unless otherwise expressly set forth in a bill of sale signed by the General Manager of SITECH. c) Services. If Client is purchasing Services from SITECH, the Services will be completed in a good and workmanlike manner and will meet the manufacturer’s specifications at the time the Services are completed. SITECH makes no further warranty, express or implied, with respect to Services once the Goods on which the Services have been performed have been accepted by Client. If the replacement parts used by SITECH in connection with the provision of Services include a manufacturer's warranty, SITECH will pass such warranty through to Client to the extent permitted by the terms of the manufacturer's warranty. SITECH's warranty for Services will be voided in the event of any of the following: misuse or abuse of Goods by Client, subsequent repairs performed by Client or vendors other than SITECH, use beyond ordinary wear and tear, failure to maintain and operate Goods in accordance with the maintenance and operations manual of the manufacturer (including, but not limited to, use of fluids that do not meet the manufacturer's standards, or failure to maintain fluid levels recommended by the manufacturer), or damage due to theft, vandalism or casualty. d) WARRANTY DISCLAIMER. SITECH makes no warranty, express or implied, with respect to any Goods or Services other than the foregoing warranties, including, but not limited to, any implied warranties implied warranties that may arise from the course of dealing between the parties. To the maximum extent permitted by law, all such warranties are hereby disclaimed by SITECH and waived by Client. 9. Specifications. SITECH reserves the right to change specifications of or discontinue Goods at any time. SITECH has no obligation to retain previous specifications or to incorporate modifications on Goods previously sold. 10. Use of Data. Client must treat as confidential all drawings and data submitted by SITECH pertaining to price, size, and design. Client may not give or show such drawings or data to others under any circumstances, unless specifically approved by the General Manager of SITECH in writing. All such drawings and data remain the property of SITECH. 11. Indemnification. Each party agrees to defend, indemnify and hold harmless the other party for, from and against any third party claims related to the Goods or Services to the extent such third party claims (including, but not limited to claims related to the death or injury of any person(s) or damage to or destruction of any real or personal property) are caused by the indemnifying party's negligent acts or omissions, subject to the limitations set forth in Section 12 below. 12. Liability Limitation. In no event shall either party be liable, whether based in contract, warranty, indemnity, tort, strict liability or any other theory of law or equity, for any special, incidental, indirect, punitive, exemplary or consequential damages, including, but not limited to, lost profits, loss of use of property or equipment, downtime, loss of third party contracts or lost DocuSign Envelope ID: 7A70CEA2-2A29-4B37-AD4C-2E58E7FC7C44 production, regardless of whether or not such party was advised of the possibility of such damages. In addition, SITECH's maximum aggregate liability (whether in contract, warranty, indemnity, tort, strict liability or any other theory of law or equity) for damages or loss, howsoever arising or caused, shall in no event exceed the amount Client paid to SITECH for the Goods or Services to which the liability relates. The parties recognize that the pricing associated with Goods and Services reflects this allocation of risk and is the basis of the bargain between the parties. The foregoing limitations shall be valid and enforceable, notwithstanding any alleged failure of essential purpose of the limited remedies set forth herein. 13. Choice of Law. These Terms shall be governed by and construed in accordance with the laws of the State of California without giving effect to conflict of law provisions. The parties agree that exclusive jurisdiction and venue for any proceeding at law or in equity will be in the state or federal courts located in Riverside County, California. 14. General Provisions. The parties may not assign their rights or obligations hereunder without prior written consent, and any such attempted assignment will be void. If any provision in these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions in these Terms shall remain in full force and effect. A party's waiver of any breach will not constitute a waiver of any different or subsequent breach. No employment, agency, joint venture, or similar arrangement is created or intended between Client and SITECH. SITECH is an EEO/Affirmative Action Employer. Rev. 11/1/2018 DocuSign Envelope ID: 7A70CEA2-2A29-4B37-AD4C-2E58E7FC7C44 Revised 4.13.23 Page 11 of 17 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________By: _________________________________________ Signature Signature 2nd signature required for Corporations) Date:Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: _______ Item No. APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 N/A N/A DocuSign Envelope ID: 7A70CEA2-2A29-4B37-AD4C-2E58E7FC7C44 10/16/2023 10/17/2023 Mesa, Az 602-437-0410 Yuma, Az 602-437-0410 Reno/Sparks, Nv 775.332.2555 Henderson, Nv 775.332.2555 Quote Date Quote #Client # 9/14/2023 32163 17244 Expires: 10/14/2023 WARNING: This Product can expose you to chemicals including lead and DEHP, which are known to the State of California to cause cancer and birth defects or other reproductive harm. For more information go to www.P65Warnings.ca.gov. The purchase of goods and services or rental of goods from SITECH Southwest, LLC is governed by the Sales and Service or Rental Terms and Conditions (“Terms”), respectively, which are available at www.sitechsw.com/terms-and-conditions/ and incorporated herein by reference. By purchasing goods or services or renting goods from SITECH Southwest, LLC, you agree to be bound by the Terms as written. A hard copy is available upon request to invoices@sitechsw.com. (Rev. 10/2019) Factory, Extended, and Premium Warranties cover 2 hours of labor. Any labor hours incurred over 2 will be charged separately. 32163 1 of 1 Bill To Ship To City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 United States City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 United States P.O. Number Terms Ship Method Rep/Team Memo Pay In Advance Scott Eveld Qty Item Code Description Price Each Amount 1 CP.QT.00003205.01 DJI Care Enterprise Basic RenewM300 RTKNA $899.00 $899.00 Text Line DJI M300 Serial Number 1ZNBK7700C02DJ Subtotal $899.00 Tax Total $83.16 Shipping and Handling Total $982.16 Signature DocuSign Envelope ID: 7A70CEA2-2A29-4B37-AD4C-2E58E7FC7C44