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HomeMy WebLinkAbout24I170 - Desert Promotional And Embroidery, LLCCONTRACT 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) Historic Markers Desert Promotional And Embroidery, LLC Nancy Loli and Somu Desai nancy@desertpromo.com; somu@desertpromo.com provide as needed historic markers $10,000 July 22, 2024 through July 20, 2027 N/A Nancy Loli, nancy@desertpromo.com Planning Ken Lyon N/A 24I170 N/A Yes Yes Yes Procurement N/A No N/A N/A N/A 7/9/2024 Brian Sotak-Rossman Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 1 CITY OF PALM SPRINGS GOODS PURCHASE AGREEMENT 24I170 HISTORIC MARKERS This Goods Purchase Agreement (“Agreement”) is entered into this 22nd day of July, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Desert Promotional And Embroidery, LLC, a California Limited Liability Company (“Supplier”). City and Supplier are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. Section 1. DEFINITIONS. A. “Goods” means all machinery, equipment, supplies, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Supplier as specified in Exhibit “A,” attached hereto and incorporated herein by reference. B. “Delivery Date(s)” means that date or dates upon which the Goods is to be delivered to City, ready for approval, and/or use as specified in Exhibit “A,” attached hereto and incorporated herein by reference. Section 2. PRICES. Unless expressly provided otherwise, all prices and fees specified in Exhibit “A,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of City. No extra charges of any kind will be allowed unless specifically agreed to in writing by City’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Goods furnished to City hereunder; and (ii) all charges for packing, freight and transportation to destination. The total amount of Compensation shall not exceed $10,000.00. Section 3. TERM. Unless earlier terminated in accordance with Section 15 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on July 22, 2024, and ending on July 21, 2027, unless extended by mutual written agreement of the Parties. Section 4. INSPECTIONS AND TESTS. City shall have the right to inspect and/or test the Goods prior to acceptance. If upon inspection or testing the Goods or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, City may reject the Goods or exercise any of its rights under this Agreement. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair City’s right to reject nonconforming goods, irrespective of City’s failure to notify Supplier of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof. Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 2 Section 5. WARRANTY. A. Supplier warrants that the Goods will be of merchantable quality and free from defects in design, engineering, material, and workmanship for a period of One year, or such longer period as provided by a manufacturer’s warranty or as agreed to by Supplier and City, from the date of final written acceptance of the Goods by City as required for final payment under this Agreement. Supplier further warrants that any services provided in connection with the Goods will be performed in a professional and workmanlike manner and in accordance with the highest industry standards. B. Supplier further warrants that all machinery, equipment, or process included in the Goods will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. City’s inspection, testing, approval, or acceptance of any such machinery, equipment, or process will not relieve Supplier of its obligations under this paragraph. C. For any breach of the warranties contained in this Section, Supplier will, immediately after receiving notice from City, at the option of City, and at Supplier’s own expense and without cost to City: 1. Repair the defective Goods; 2. Replace the defective Goods with conforming Goods, F.O.B. City’s plant, office or other location of City where the Goods was originally performed or delivered; or 3. Repay to City the purchase price of the defective Goods. If City selects repair or replacement, any defects will be remedied without cost to City, including but not limited to, the costs of removal, repair, and replacement of the defective Goods, and reinstallation of new Goods. All such defective Goods that is so remedied will be similarly warranted as stated above. In addition, Supplier will repair or replace other items of the Goods which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to City. D. Supplier also warrants that the Goods is free and clear of all liens and encumbrances whatsoever, that Supplier has a good and marketable title to same, and that Supplier owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Supplier agrees to indemnify, defend, and hold City harmless against any and all third-party claims resulting from the breach or inaccuracy of any of the foregoing warranties. E. In the event of a breach by Supplier of its obligations under this Section, City will not be limited to the remedies set forth in this Section but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to City under the California Commercial Code. Section 6. CHANGES. City, at any time, by a written order, and without notice to any surety, may make changes in the Goods, including but not limited to, City’s requirements and specifications. If such changes affect the cost of the Goods or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between City and Supplier and such change will be authorized by a change order document signed by City and accepted by Supplier. Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 3 Section 7. PAYMENTS. A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by City after Supplier has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Goods. B. If Progress Milestones have been specified in Exhibit “A,” then payments for the Goods will be made as the requirements of such Progress Milestones are met. Progress payments for the Goods will be made by City upon proper application by Supplier during the progress of the Goods and according to the terms of payment as specified in Exhibit “A.” Supplier’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “A” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “A” or a change order, must have subcontractor and/or supplier invoices attached to Supplier’s invoice. Other format and support documents for invoices will be determined by City in advance of the first invoice cycle. C. Payments otherwise due may be withheld by City on account of defective Goods not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Supplier to make payments properly to its subcontractors or for material or labor, the failure of Supplier to perform any of its other obligations under the Agreement, or to protect City against any liability arising out of Supplier’s failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, City may remove them at Supplier’s expense. D. Payment of the final Progress Milestone payment or any retention will be made by City upon: 1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit “A” and in the amount associated with the Progress Milestone; 2. Written acceptance of the Goods by City; 3. Delivery of all drawings and specifications, if required by City; 4. Delivery of executed full releases of any and all liens arising out of this Agreement; and 5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim, or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full. If any person refuses to furnish an actual release or receipt in full, Supplier may furnish a bond satisfactory to City to indemnify City against any claim or lien at no cost to City. E. Acceptance by Supplier of payment of the final Progress Milestone payment pursuant to Section will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Supplier then has, or can subsequently acquire against City, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by City will not constitute a waiver, release or discharge of any claims or demands which City then has, or can subsequently acquire, against Supplier, its successors and Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 4 assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. Section 8. SCHEDULE FOR DELIVERY. The time of Supplier’s performance is of the essence for this Agreement. The Goods will be delivered in accordance with the schedule set forth in Exhibit “A.” Supplier must immediately notify City in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights City may have under this Agreement or at law, Supplier shall pay City the sum of $0.00 per item of Goods for each calendar day for which the item of Goods is unavailable beyond the scheduled delivery date(s) specified in Exhibit “A.” In the event that the Goods is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Supplier will fully cooperate in scheduling the delivery so that City can maximize the efficient completion of such project(s). Section 9. TAXES. Supplier agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Goods provided under this Agreement. Supplier will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Supplier will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. All other taxes, however denominated or measured, imposed upon the price of the Goods provided hereunder, will be the responsibility of Supplier. In addition, all taxes assessed by any taxing jurisdiction based on Supplier property used or consumed in the provision of the Goods such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Supplier. Supplier will, upon written request, submit to City written evidence of any filings or payments of all taxes required to be paid by Supplier hereunder. Section 10. INDEPENDENT CONTRACTOR. Supplier enters into this Agreement as an independent contractor and not as an employee of City. Supplier shall have no power or authority by this Agreement to bind City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Supplier are employees, agents, contractors or subcontractors of the Supplier and not of City. City shall not be obligated in any way to pay any wage claims or other claims made against Supplier by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement. Section 11. TITLE AND RISK OF LOSS. Unless otherwise agreed, City will have title to, and risk of loss of, all completed and partially completed portions of the Goods upon delivery, as well as materials delivered to and stored on City property which are intended to become a part of the Goods. However, Supplier will be liable for any loss or damage to the Goods and/or the materials caused by Supplier or its subcontractors, their agents or employees, and Supplier will replace or repair said Goods or materials at its own cost to the complete satisfaction of City. Notwithstanding the foregoing, in the event that the City has paid Supplier for all or a portion of the Goods which remains in the possession of Supplier, then City shall have title to, and the right to take possession of, such Goods at any time following payment therefor. Risk of loss for any Goods which remains in the possession of Supplier shall Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 5 remain with Supplier until such Goods has been delivered or City has taken possession thereof. Supplier will have risk of loss or damage to Supplier’s property used in the construction of the Goods but which does not become a part of the Goods. Section 12. INDEMNIFICATION. A. To extent permitted by law, Supplier shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Supplier, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Goods or the performance of this Agreement, including without limitation the payment of damages, attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the City. Supplier’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers. B. Supplier’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers shall be at Supplier’s own cost, expense, and risk. Supplier shall pay and satisfy any judgment, award, or decree that may be rendered against City or its officials, officers, employees, agents, or volunteers, in any such suit, action, or other legal proceeding. Supplier shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Section 13. INSURANCE. A. General. Supplier shall take out and maintain: 1. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; 2. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and 3. Pollution Liability Insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate shall be provided by the Supplier if transporting hazardous materials. 4. If Supplier is also the manufacturer of any equipment included in the Goods, Supplier shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000. B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage. The policies required under this Section shall give City, its officials, officers, employees, agents or volunteers additional insured status. Such policies shall contain a provision stating that Supplier’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 6 each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement. C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. D. Evidence of Insurance. Supplier shall furnish City with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before delivery commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Supplier shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. F. Freight. Supplier shall ensure that third party shippers contracted by Supplier have adequate insurance coverage for the shipped Goods. Section 14. LIENS. Supplier, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Goods, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Supplier, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Supplier, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. Supplier will save and hold City harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Supplier will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys and all costs and other expenses arising from such Claims. Section 15. TERMINATION OF AGREEMENT BY CITY. A. Should Supplier at any time refuse or fail to deliver the Goods with promptness and diligence, or to perform any of its other obligations under the Agreement, City may terminate Supplier’s right to proceed with the delivery of the Goods by written notice to Supplier. In such event City may obtain the Goods by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Supplier. In such case Supplier will not be entitled to receive any further payments until the Goods is delivered. If City’s cost of obtaining the Goods, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Supplier will be liable for and will pay the difference to City. Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 7 B. City may, for its own convenience, terminate Supplier’s right to proceed with the delivery of any portion or all of the Goods by written notice to Supplier. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which City may have against Supplier, and will not affect the obligations and duties of Supplier under the Agreement with respect to portions of the Goods not terminated. C. On receipt of notice under this Section, Supplier will, with respect to the portion of the Goods terminated, unless the notice states otherwise, 1. Immediately discontinue such portion of the Goods and the placing of orders for materials, facilities, and supplies in connection with the Goods, 2. Unless otherwise directed by City, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to City; and 3. Deliver only such portions of the Goods which City deems necessary to preserve and protect those portions of the Goods already in progress and to protect material, plant and equipment at the Goods site or in transit to the Goods site. D. Upon termination pursuant to this Section, Supplier will be paid a pro rata portion of the compensation in the Agreement for any portion of the terminated Goods already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that City will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, City will promptly pay such amount to Supplier upon delivery by Supplier of the releases of liens and affidavit, pursuant to this Section. Section 16. FORCE MAJEURE Supplier shall not be held responsible for failure or delay in shipping nor City for failure or delay in accepting Goods described herein if such failure or delay is due to a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Goods); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action, only to the extent such strikes and other organized labor action are beyond the control of Supplier and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. In the event of any such excused interference with shipments, City shall have the option either to reduce the quantity provided for in the order accordingly or to exercise its right of cancellation as set forth in this Agreement. Section 17. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION A. Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Supplier, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Supplier or its successor, or for breach of any obligation of the terms of this Agreement. B. Conflict of Interest. Supplier acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Supplier enter Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 8 into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Supplier warrants that Supplier has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. C. Covenant Against Discrimination. In connection with its performance under this Agreement, Supplier shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Supplier shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Supplier certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Supplier activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Supplier is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. Section 18. MISCELLANEOUS PROVISIONS. A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Supplier: Desert Promotional And Embroidery, LLC Attention, Somu Desai 68915 Vista Chino Road #3 Cathedral City, CA 92234 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. B. Assignment or Transfer. Supplier shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Supplier from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City. C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 9 D. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. E. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. G. Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, each Party shall pay its own attorneys’ fees. H. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. I. No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. J. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. K. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. L. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. M. City’s Right to Employ Other Suppliers. City reserves its right to employ other contractors in connection with the Goods. N. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Goods specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. O. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Section 19. COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA'S ACTIONS IN UKRAINE. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6- 22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “B” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 10 and certify compliance pursuant to this Section. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 11 SIGNATURE PAGE TO GOODS PURCHASE AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND DESERT PROMOTIONAL AND EMBROIDERY 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 Corporation) 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: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE 7/22/2024 7/22/2024 Revised 4.13.23 12 Exhibit A Goods Specifications Delivery Schedule And Fee Schedule [ATTACHED] Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 13 Supplier will manufacture exterior grade metal historic markers as detailed below. 1. No guaranteed minimum number. The markers are ordered on an “as needed” basis and there is not a guaranteed minimum number of markers that will be ordered / purchased per year. 2. Installation by the City. The markers that will be provided by the vendor are installed by the City ‘s Facilities Department on sites / parcels / districts that have been granted historic status by the City Council. 3. Types and sizes of markers. The City’s marker program now utilizes two (2) marker types and sizes 1: (See appendix “A”) a. Main Marker: 8 inches x 12 inches b. National Register Adder: 3 inches x 12 inches. 4. Materials. Markers will be ordered in one of two materials: a. Bronze for sites on which buildings of traditional architecture exist. b. Aluminum for sites on which buildings of modern era architecture exist. 5. Fonts. a. Bronze / traditional markers shall use a serifed font such as “Times” or equal. b. Aluminum / modern markers shall use a sanserif font such as “Futura” or equal. 6. Finish and details. a. The markers shall be 5/16” in thickness. b. The background field shall be a “pebbled” semi-gloss black painted surface. c. Threaded mounting studs shall be “blind” (i.e. the mounting studs are not seen on the front of the marker). d. The font shall be raised copy (letters) and the border shall also be a flat raised surface. e. The raised flat border shall be 3/8” in width. f. The raised metal surface of the letters and borders shall be ground smooth to a matte finish, not polished to a mirror finish. There shall be no grind marks in the raised surfaces and all edges shall be burnished smooth with no metal burrs or sharp edges. g. Four (4) threaded mounting studs and threaded holes in each corner on the back of the marker shall be provided for each marker type. 7. Procedure. The City will provide a written copy of the specific text and content for each marker that is ordered via email. The vendor will then provide a proof drawing of the proposed marker for City staff confirmation and written approval prior to actual fabrication of the marker. 8. Payment. Payment shall be made upon inspection and satisfactory receipt of each marker by the City of Palm Springs Planning Department. 9. Business License Requirement. Vendor shall maintain a valid business license with the City of Palm Springs. Delivery: Delivery shall be within 45-50 business days after receipt of order. 1 The previous large 20” x 20” markers for commercial sites / historic districts have been discontinued. Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 14 Pricing: 1. The pricing shall be firm for the first year. 2. The unit prices may be adjusted (decreased or increased) once a year to correspond with the most recent annual change to the Consumer Price Index for All Urban Consumers as published by the U.S. Bureaus of Labor Statistics for the Riverside-San Bernardino- Ontario Areas. 3. The City will only pay for the items listed on the bid form. Supplier must incorporate all of its costs in its unit bid prices, including but not limited to labor, supervision, project management, overhead, profit, onboarding training, travel, mileage, truck charges, fuel charges, service call charges, parking, delivery, portal-to-portal charges, environmental fees, shop supplies and consumable incidental materials. The City will not pay for subcontractors, rental of equipment/tools, and purchase of materials/supplies unless the City authorized payment of the applicable items. Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 15 Appendix “A” Below are examples of a proof and actual marker in aluminum with the sanserif font: Below are examples of a proof and actual marker in bronze with serifed font: Below are examples of the National Register Adder proof and bronze marker using a serifed font: (These will also be ordered in aluminum and sanserif font for historic sites with modern buildings.) Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Revised 4.13.23 16 Exhibit “B” EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE Nancy Loli DESERT PROMOTIONAL AND EMBROIDERY, LLC Manager CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$174.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:DESERT PROMOTIONAL AND EMBROIDERY LLC DBA: DESERT PROMOTIONS Owner:DESERT PROMOTIONAL AND EMBROIDERY LLC Mailing Address:68915 VISTA CHICO SUITE 3 CATHEDRAL CITY, CA 92234 License Number:OC-006982-2024 Expiration Date:07/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:68915 VISTA CHINO UNIT 3, CATHEDRAL CITY, CA 92234 Business Description:CATHEDRAL CITY IN TOWN RETAIL SERVICES TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE 07/18/2024 Ascend Insurance Agency 36917 Cook St. Ste 101 Palm Desert, CA 92211 License #: 0F44130 Anabel Romero (760)341-3477 (760)341-3476 anabel@ascendins.com 00009976-0 3 Desert Promotional & Embroidery LLC 68915 Vista Chino Rd #3 Cathedral City, CA 92234 Travelers Casualty Insurance Company of America 19046 A Y 680-2Y080476-24-42 05/31/2024 05/31/2025X X X 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 Travelers Casualty Insurance Company of America 19046 A 680-2Y080476-24-42 05/31/2024 05/31/2025GarageKeepers COMP Comp DED $250 60,000 Travelers Casualty Insurance Company of America 19046 A 680-2Y080476-24-42 05/31/2024 05/31/2025GarageKeepers COLL Collision DED $500 60,000 Certificate Holder City of Palm Springs, its officials, employees, and agents are named as additional insured as per attached endorsement CGT4 91 1188. *30 day notice of cancellation except 10 day notice of cacnellation for non payment of prmeium** City of Palm Springs, its officials, employees, and agents 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 (ARC) Printed by ARC on 07/18/2024 at 02:29PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. (Per accident) (Ea accident) N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH)If yes, describe underDESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE AGGREGATE OCCUR CLAIMS-MADE DED RETENTION PRODUCTS - COMP/OP AGG GENERAL AGGREGATE PERSONAL & ADV INJURY MED EXP (Any one person) EACH OCCURRENCE DAMAGE TO RENTEDPREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY OCCUR POLICY OTHER: LOCJECTPRO- 07/18/2024 Automatic Data Processing 1 ADP BLVD., M/S 625 ROSELAND, NJ 07068 Nancy Murin 800-524-7024 — sbs_insurance@adp.com Employers Assurance Company 25402 —— DESERT PROMOTIONAL & EMBROIDER 68-915 VISTA CHINCO AVE STE 3 CATHEDRAL CITY, CA 92234 —— —— —— —— —— — — — — —— —— — ———— —— — — —————— —————— 4 EIG286433005YA 07/30/2024 07/30/2025 —————— — — The following are excluded from coverage: NANCY (DESERT PROMOTIONA LOLI; SOMSHAKER (DESERT PROMO DESAI The City of Palm Springs, its officials, employees, and agents are named as an additional insured — — $1,000,000.00 $1,000,000.00 $1,000,000.00 — — ——— — — — — ———— — — —— Y City of Palm Springs, its officials, employees, and agents ATTN: Brian Sotak-Rossman EMAIL: Brian.Sotak-Rossman@palmspringsca.gov 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE POLICY NUI\4BER: 680 - 2v08047 6-24-42 COI\iIMERCIAL GENERAL LIABILITY lssuE DATE; 03/29/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED_DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMI\,4ERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of person or organization: WHO lS AN INSURED (Section ll) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your acts or omissions. cG T4 91 11 88 Copyright. lnsurance Services Office, lnc., 1984 Page'1 of 1 3200 E. Tahquitz Canyon WayPalm Springs, CA 92262 City of Palm Springs, its officials, employees, and agents Docusign Envelope ID: 3F1DA635-4A00-4770-900B-D3E99B6CF3FE