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HomeMy WebLinkAboutA7286 - WATERLINE TECHNOLOGIES, INC - CHEMICAL POOL SUPPLIERABR D 8 CERTIFICATE OF LIABILITY INSURANCE I DA TE (IAMIDONYYY) 0612612025 THIS CERTIFICATE IS ISSUED A S 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 CERTI ACATE OF INSURANCE DOES NOT CON STITUTE A CONTRACT BETWEEN THE ISSUING IHSURER(S), AUTHORIZED REPRESENTATIVE OR PROOUCER, AND THE CERTIFICATE HOLDER. IMPORT ANT: If the certificate holder Is an AOOITIONAL I NSURED, the pollcy(IH) must have ADDITIONAL INSURED prO\llslons Of' be endorsed. If SUBROGATION IS WAIVED, subject to the tenns and conditions of the policy, certain policies may recµre an endorsement A statement on this certificate does not confer ri~ to the certificate hokier In lieu of such endorsement(s). PltOOUCER NAME:'-C LIENT CONTACT CENTER FEDERATED M UTUAL INSURANCE COMPANY c.vc~ii •. Ein1: 888-333-49"9 I civc, No): 507-446-4664 HOME OFFICE: P.O. BOX 328 OWATONNA, MN 55060 RECEIVED ~DDRiss: CLIENTCONTACTCENTER@FEDI NS.COM INSURERS AFFORDING COVERACE NAIC# ----INSURER A:FEDERATED MUTUAL INSURANCE COM PANY 13935 INSURED JUL 1 't LULJ INSURER I : WATERLINE TECHNOLOGIES INC IN SURER C: 620 N SANT I AGO ST OFFICE OF THE CITY CLERi< SANTA ANA, CA 92701-39"2 INSURER D: INSURER l : INSURER ,: COVERAGES CERTIFICATE HUMBER: 220 REVI SION HUMBER: 0 Tl!IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANOING ANY REQUIREMENT. TERM OR CONDITION Of ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WH ICH THIS CERTIF ICATE MAY BE ISSUED OR MAY PERTA IN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREI N IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LfA TYPE OF INSURANCE ADDL INSR SUBA l'OUCY NUMBER 1.r~wYl IM~v"l:V, LI MITS W\/0 X C0MMERaAI. 0£NlRAL UABIUTY EACH OCCURRENCE $1,000,000 -~Cl.AIMS-M ADE @ocCUR DAMAOE TO REKT'ED PREMISES -fh occurrence, $100,000 IUD EXP 1""1 one persoo,I EXCLUDED A -y y 0623485 08/15/2025 08/15/2026 PERSONAL & ADV l"IIJUAY $1 000000 OEN'-AO0RE0ATE LIMIT .APPLIES PU. G£NERAL AGGREOATC S2 000000 ~ POLICY []':tr □ LOC PRODUCTS & COMP/OP N;C $2,000,000 OTH.[11 ' AIJTOM081LE UABIUTV COMIIIHED SIHOU UMCT $1 ,000,000 lhtW,.,Q t-- X ANYAUTO BODILY INJURY IPt< Person) t-- OWNED AUTOS OOL y -1,i.SiCl~ULED 062348S 08/1512025 08/15/2026 A y y BODILY INJURY IP'• Acciden0 -,-UT -HllED NJTOS OOLY _ ~~~~~ f.t~~~~!!.._2.AMAOE X UMBRELLA LIM X OCCUR EACH OCCURRENCE $10,000,000 - A EXCESS LIM ClAl.,SalAAOE N N 0623486 08/15/2025 08/15/2026 AOO,t[OATE $10,000,000 OED I IRE IENIIOII WOR KERS COMPENSATH)N I PER STATUTE I p THER AND EMPLOYERS • UAIIUTY YIN !N<Y PROPR1£TORIPAATNIR/ EXECUTl\1£ C E.L EACH ACCIDENT ~EAIMEMBfR EXCI.UDED1 N/A (M"""'terf In NH) E.L DISEASE ~A [Ml'I.OYEE Uyu,dinc:riN...- DESCRIPTION OF OPERATIONS below E.L O.SIASE • POUCY LIMIT Of.&CAPTtON Of OPERATIONS I LOCATIONS I 'YlHtcUS f,ACOflO 111. Mill.tonal RMlarb $ct,e...._ m.a, N attacned If more ~ 11 ,.....d) SEE ATTACHED PAGE CERTIACATE HOLDER CANCELLATION C ITY OF PALM SPRIN GS 220 0 SHOULD ANY OF T IE ABOVE DESCRIBB) PO LICIES BE CANCELLB> 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262..6959 BEFORE THE EXPI RATION DATE THEREOF, NOTI CE WIU. BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATl\1£ ;JJ.L f~ e 1918-2015 ACORD CORPORATION. Al rii,,ts reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ----------------------LO C #: ----------------------ADD IT 10 NA L REMARKS SCHEDU L E Page or AGENCY NAMED INSURED FEDER AT ED MUTUAL INSURANCE COMPANY WATERLINE TECH NOLOGIES INC 620 N SA NTI AGO ST POLICY NUMBER SANTA ANA , CA 92701-3942 SEE CER TI FICATE # 220.0 CARRIER I NAIC CODE EFFECTIVE OATE: SEE CERTI FICATE # 220.0 SEE CERTI FICATE # 220.0 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHB>ULE TO ACORD FORM, FORM HUMBER : 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE THE CITY OF PALM SPRINGS, ITS OFFICIALS, EHPLOYEES AND AGENTS ARE HAMED AS AN ADDITIONAL INSURED. THIS INSURANCE IS PRIHARY AND NOH -CONTRIBUTORY OVER ANY INSURANCE OR SELF-INSURANCE THE CITY NAY HAVE. GENERAL LIABILITY CONTAINS A WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION! -AUTOHATIC ENDORSEMENT BUSINESS AUTO LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CE RTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. FOR REASONS OTHER THAN NON-PAYMENT OF PREHIUH, 30 DAYS NOTICE WILL BE PROVIDED TO THE CERTIFICATE HOLDER IN THE EVENT THAT THE ISSUING COHPANY CANCELS THE POLICY BEFORE THE EXPIRATI ON DATE OF THE PO LICY . FOR NON-PAYMENT OF PREHIIM, 1 0 DAYS NOTICE WILL BE PROVIDED TO THE CERTIFICATE HOLDER IN TH E EVENT THAT THE ISSUING COMPANY CANCELS THE POLICY BEFORE THE EXPIRATION DATE OF THE POLICY. INSURANCE PROVIDED BY THE BUSINESS AUTO LIABILITY IS PRIMARY AND NONCONTRIBUTORY OVER OTHER INSURANCE SUBJECT TO THE CONDITIONS OF THE PRIHARY AND NONCONTRIBUTORY CLAUSE-OTHER INSURANCE CONDITION. ACORD 101 (2008/01 ) @ 2008 ACORD CORPORATION. All rights reserved. The ACORO name and logo are registered marks of ACORD CONTRACT ABSTRACT ymenament NO..i io Lontract services Agreeme Contract Company Name: Waterline Technologies, Inc. Summary of Services: Palm Springs Swim Center Pool Chemical Supplier Contract Price: $91,135.69 (including this Amendment No. 1, increasing FY22 by $39,231.24, and FY23 an additional $5,682.42) Funding Source: 1006540-50035 Contract Term: Extending the term through June 30, 2023. Contract Administration Lead Department: Department of Maintenance and Facilities/Parks Contract Administrator: Teresa Gallavan/Kenneth Kershaw Council Approval: June 5, 2019, item 1.K. Resolution Number: N/A Agreement Number: A7286 Contract Compliance Exhibits: Attached Signatures: Attached Insurance: Attached Bonds: N/A Contract Prepared by: Tabitha Richards Submitted on: 06/23/2022 By: Tabitha Richards AMENDMENT NO. 1 TO CONTRACT SERVICES AGREEMENT NO. 7286 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER This Amendment No. 1 to the Contract Services Agreement (A7286), ("Amendment No. 1"), is made and entered into this z %'4 day of;2022, by and between the City of Palm Springs, a California charter city and municipal corporation, hereinafter designated as the City, and Waterline Technologies, Inc., a California corporation, hereinafter designated as the Vendor. City and Vendor are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City has determined that there is a need for a chemical pool supplier to supply and deliver Hydrochloric Acid 15% solution and Sodium Hypochlorite 12,5% solution into city - owned tanks services for the Palm Springs Swim Center ("Project"). B. On June 5, 2019, the City Council approved a Contract Services Agreement (A7286) with Vendor to provide pool chemicals for the Project. C. During the City's fiscal year 2021-2022 the market experienced an unexpected influx in pricing while products became less available, because of this the Parties agreed to adjust the pricing reflected in Exhibit "D" Schedule of Compensation to $3.06 per gallon for Hydrochloric Acid 15% solution and $2.51 per gallon for Sodium Hypochlorite 12.5%. solution, for an increase of $39,231.24, and an amount not to exceed of $85,453.27 for the City's fiscal year 2021-2022, ending June 30, 2022. D. The contract term is extended one (1) additional year commencing July 1, 2022, continuing through June 30, 2023. E. The City is amending Exhibit "D" Schedule of Compensation for the additional year of service to $4.19 per gallon for Hydrochloric Acid 15% solution and $2.48 per gallon for Sodium Hypochlorite 12.5% solution for an amount not to exceed of $91,135.69 for the City's fiscal year 2022-2023 ending June 30, 2023; F. In consideration of these promises and mutual agreements, City agrees to retain and does hereby retain Vendor and Vendor agrees to provide services to the City as follows: AGREEMENT SECTION 1. The true and correct recitals above are incorporated by this reference herein as the basis for this First Amendment. SECTION 2. Article 2 "Maximum Contract Amount" as defined therein is revised to read: "Compensation shall not exceed the maximum contract amount of $4.19 for Hydrochloric Acid 15% solution per gallon and $2.48 for Sodium Hypochlorite 12.5% solution per gallon on an as needed basis, for an estimated annual cost for Ninety -One Thousand One Hundred Thirty -Five Dollars and Sixty -Nine Cents ($91,135.69)". SECTION 3. Exhibit "M Schedule of Compensation is hereby revised by incorporating the table below, Vendor's quotation included herein as Attachment 1. Chemicals $ Per Gallon Est. Gallon Per Year Estimated Year Total Hydrochloric Acid 15% solution $4.19 X 5,260 gal/yr. _ $22,039.40 Sodium Hypochlorite 12.5% solution $2.48 X 24,750 gal/yr. _ $61,380.00 Applicable Tax at 9.25% 1 $ 7,716.29 Annual Grant Total $91,135.69 SECTION 4. Full Force and Effect. All terms, conditions, and provisions of the Contract Services Agreement 7286, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any provisions of the Contract Services Agreement 7286, the provisions of this Amendment No. 1 shall in all respects govern and control. SECTION 5. The persons executing this Amendment No. 1 on behalf of the Parties hereto warrant that (1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound. Except as specifically amended by this Amendment No. 1, all terms and provisions of Agreement No. 7286 remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the dates stated below. "CITY„ City of Palm Springs Date: i9_2 _ % By: co-"�w Teresa Gallavan 117266 Assistant City Manager APPROVED AS TO In Attorney Date: i� -7" Z'L Date: (W,4a ATTEST: By: Moniq4 Lomeli, CMC, Interim City Clerk "CONTRACTOR" Waterline Technologies, Inc. Signature Print Name and Title By: C iti ignature M4 klk VIA f Go N T2a LL Ff Print Name and Title Check one: _Individual _Partnership ✓Corporation Corporations require two notarized signatures: One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMEW CIVIL•.• y!a !! Lea n •ere. nv4lLn Ala f. �! Je+ai !L n!> a AL ni.ti L^.aa!' a!� A notary pul)k or other officer completing the conlicate vedes or3y the identity of the owliwl u<at who signed the document to which ttu owiftcate is attached, and rat tho tra"A ness, =Xracy, or vakW of that ddmanent. State of California county of o r on Sine 7 Zol be re,M 5 %r C. (D( o, t����ry Rju-( Date I- Here bme t Alanw and Titleoftheofficer, ocer, per.,onalty appeared 1 "�M a S gEf rej who proved to me an the basis of satisfactory ewi lertae to be the Perso n& whooe rmtneQs icJ(Ce to the uritttirn irnstdsrnertt and acknowledge=, (rue that t�Jshetthey executed tree saute to histhe a,rttmrmed tYC i, and that hz(her�tt �nanae(2) on the it Strume nt the txrsor(s), or the entity upon behatf of cvtvch the perms acted, executed the instnrrnent_ SARA f MO COMM. #2364445 Notary PucC GIifanN p m a � ZJZS I certify under PENALTY OF PERJURY under the laws of the State of California that the foregomg paragraph is true and correct. YYfiNESS my hand and off iciai seal. &SnzLre !�Gi/t.i E . Sfgrndwe of Notary PubTic /` Y � J11. IY I1. IY. Ma i ./ Y '1 ♦ Mc F - I.Y � rI' f i .' 1'1 F • / i f 1 Number of Pages- _ 3 Sagrter(s) Other Than Named Above: `") C Signer's Nana: -t v M1 A 5 ill Corporate Officer — TRte( (� Partner — ❑ Limbed ❑ General ❑ individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer Is Representing: Signer's Name: _ /nil T(7 AN V J V Corporate Officer — TUe(ax ❑ Partner — ❑ Limited ❑ General ❑ individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ other-, Signer Is Representing: t Yr• •nF•in1• n• • ,' 71f • ' ATTACHMENT NO. 1 UWATERLINE TECHNOLOGIES, INC. swnoamc root XW"I iaaaixc.0 BILL TO: 8638 PALM DESERT BRANCH 42.570 MELANIE PLACE PALM DESERT, CA 92211 760,674,0995 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262 rl101Nj0*Z W QUOTATION ORDERNUM 3ER 1691096 ORDER DATE PAGE 6/7/2022 15:15:40 1 of 1 SHIP TO: 8638 CITY OF PALM SPRINGS 405 S. PAVILLION WAY 760-322-8278 PALM SPRINGS, CA 92262 PO NUMBER CARRIER TERMS 2n22 - 2023 PRICING Net 30 LINE ITEM ORDERED PRICE EXTENDED PRICE DESCRIPTION 10-3009 1 4.19 4.19 LIN1789, HYDROCHLORIC ACID, Vendor: 1698 Part # : 50% MIXED HYDROCHLORIC ACID 8, PG 11 - (50% MIXED HYDROCHLORIC ACID, BULK) - PER GALLOT 15% SOLUTION 10-2007 1 2.48 2.48 UN1791, HYPOCHLORITE SOLUTIONS, Vendor: 1752 Part # : 470686 8, PG III FILTERED SODIUM HYPOCHLORITE 12.5% BULK - NSF CERTIFIED TO NSF/ANSI 60 - MUL 84 mg/L - PER GALLON ORDERED AS: 04/01/22 TOTAL LINES: 2 SUB -TOTAL: 6.67 Quote Expires On 8/6/2022 TAX: 0.62 AMOUNT DUE: 7.29 All items are in accordance with plans and specifications. Waterline Technologies shall not be responsible for misinterpretations of specifications after making a reasonable effort Material quoted shall be verified by the purchaser as to conforming to specifications and/or quantities. Waterline Technologies shall not be obligated to honor or accept any purchase order based on the quotation, and no contract or obligation on the part of Waterline Technologies shall arise unless and until all of the following conditions have been satisfied: 1. The quote is timely and unconditionally accepted in writing by perspective customer within ten (10) days of the quotation. 2. All terms of the quotation are accepted without modifications or change. 3. Waterline Technologies satisfies itself, in the sole and absolute discretion, regarding the credit worthiness of the prospective customer. 4. It is the responsibility of the purchaser to carefully review the items listed for accuracy and application. 5. Unless revised in writing, the goods listed above are those that will be shipped. Signature: Date: TBERREY tberrey(a)a,waterlinetech.com CONTRACT SERVICES AGREEMENT POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER THIS CONTRACT SERVICES AGREEMENT ("Agreement") is entered into, and effective on 2019, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and WATERLINE TECHNOLOGIES, INC., a California Corporation, ("Vendor"). City and Vendor are individually referred to as"Party" and are collectively referred to as the"Parties". RECITALS A. City has determined that there is a need for a chemical pool supplier to supply and deliver Hydrochloric Acid 15% and Sodium Hypochlorite 12.5% into city-owned tanks services for the Palm Springs Swim Center ("Project"). B. Vendor has submitted to City a proposal to provide Hydrochloric Acid 15% and Sodium Hypochlorite 12.5%to City for the Project under the terms of this Agreement. C. Vendor is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Vendor to provide such contract services. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF VENDOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Vendor agrees to perform the contract services set forth in the Scope of Services described in Exhibit"A" ,(the"Services"or"Work"),which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Vendor represents and warrants that Vendor is a provider of first class work and contract services and that Vendor is experienced in performing the Work and Services contemplated and, in light of such status and experience, Vendor covenants that it shall follow the highest contract standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest contract standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced contracts performing similar work under similar circumstances. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1)this Agreement; (2)the Scope of Services; (3)the City's Request for Proposals; and, (4)the Vendor's signed, original proposal submitted to the City ("Vendor's Proposal"), (collectively referred to as the "Contract Documents"). The City's Request for Proposals and the Vendor's Proposal, which are both attached as Exhibits `B" and "C", respectively, are incorporated by reference and are made a part of this Agreement. The Scope of Services shall include the Vendor's Proposal. All provisions of the Scope of Services, the City's Request for Proposals and the Vendor's Proposal shall be binding on the Parties. Revised: 1/31/18 1 720669.1 Should any conflict or inconsistency exist in the Contract Documents,the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1s1)the provisions of the Scope of Services(Exhibit"A"); (2°d)the provisions of the City's Request for Proposal (Exhibit`B");(3`d)the terms of this Agreement;and,(0)the provisions of the Vendor's Proposal (Exhibit"C"). 1.3 Compliance with Law. Vendor warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 1.4 Licenses,Permits, Fees, and Assessments. Vendor represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Vendor represents and warrants to City that Vendor shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement,any license,permit,qualification,or approval that is legally required for Vendor to perform the Work and Services under this Agreement. Vendor shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Vendor's performance of the Work and Services required by this Agreement. Vendor shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Vendor warrants that Vendor(a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and(c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site,Vendor warrants that Vendor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of any Services. Should the Vendor discover any latent or unknown conditions that will materially affect the performance of the Services, Vendor shall immediately inform the City of such fact and shall not proceed except at Vendor's risk until written instructions are received from the City. 1.6 Care of Work. Vendor shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Vendor shall be responsible for all such damages,to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by City's own negligence. 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to the Vendor, incorporating any adjustment Revised:1/31118, 2 720669.1 in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by the Vendor. Any increase in compensation of up to twenty-five percent(25%)of the Maximum Contract Amount or$25,000,whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases,occurring either separately or cumulatively,must be approved by the Palm Springs City Council. It is expressly understood by Vendor that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Vendor shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit"D"and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of$2.35 for Hydrochloric Acid 15%per gallon and$1.21 for Sodium Hypochlorite 12.5% per gallon on an as needed basis, for an estimated annual cost of Forty Six Thousand Two Hundred and Twenty Two Dollars and Four Cents, ($46,222.04) ("Maximum Contract Amount"), except as may be provided under Section 1.8. , and also subject to CPI adjustments as provide in Exhibit"D". The method of compensation shall be as set forth in Exhibit"D." The method of compensation shall be as set forth in Exhibit "D." Compensation for necessary expenditures for reproduction costs, telephone expenses, and transportation expenses must be approved in advance by the Contract Officer designated under Section 4.2 and will only be approved if such expenses are also specified in the Schedule of Compensation. The Maximum Contract Amount shall include the attendance of Vendor at all Project meetings reasonably deemed necessary by the City. Vendor shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Vendor accepts the risk that the services identified in the Scope of Services may be more costly and/or time-consuming than Vendor anticipates, that Vendor shall not be entitled to additional compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before the Vendor's Services under this Agreement are completed, Vendor shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "D"), in any month in which Vendor wishes to receive payment, Vendor shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth(10)working day of such month. Such requests shall be based upon the amount and value of the services performed by Vendor and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. City shall use reasonable efforts to make payments to Vendor within forty-five(45)days after receipt of the invoice or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scone. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to,any additional fees. An amendment may be entered into: Revised: 1/31118 3 720669.1 A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Vendor's profession. 2.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made,this Agreement shall automatically terminate without penalty to the City. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Vendor is an essential condition of this Agreement. Vendor shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance(Exhibit"B"), incorporated by reference. 3.2 Schedule of Performance. Vendor shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Vendor, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Vendor (financial inability excepted)if Vendor,within ten(10)days of the commencement of such delay,notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay,and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Vendor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Vendor's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed One (1) year from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Vendor thirty (30) days written Revised: 1/31/18 4 720669.1 notice. Where termination is due to the fault of Vendor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon such notice, City shall pay Vendor for Services performed through the date of termination. Upon receipt of such notice, Vendor shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Vendor shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Vendor shall submit to the City an invoice for work and services performed prior to the date of termination. Vendor may terminate this Agreement,with or without cause,upon sixty(60)days written notice to the City, except that where termination is due to material default by the City,the period of notice may be such shorter time as the Vendor may determine. 4. COORDINATION OF WORK 4.1 Representative of Vendor. The following principal of Vendor is designated as being the principal and representative of Vendor authorized to act in its behalf and make all decisions with respect to the Services to be performed under this Agreement: Greg Babbitt, Territory Manager. It is expressly understood that the experience,knowledge,education,capability,expertise,and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Vendor and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Vendor without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Vendor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Vendor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability,expertise,and reputation of Vendor,its principals and employees,were a substantial inducement for City to enter into this Agreement. Therefore,Vendor shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City. Vendor shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Vendor is permitted to subcontract any part of this Agreement by City, Vendor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Vendor. City will deal directly with and will make all payments to Vendor. In addition,neither this Agreement nor any interest in this Agreement may be transferred,assigned,conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Transfers restricted in this Agreement shall include the transfer to any person or group of persons acting in concert of more than twenty five percent(25%) of the present ownership and/or control of Vendor,taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Vendor or any surety of Vendor from any liability under this Revised:1/31/18 5 720669.1 Agreement without the express written consent of City. 4.4 Independent Vendor. The legal relationship between the Parties is that of an independent Vendor,and nothing shall be deemed to make Vendor a City employee. A. During the performance of this Agreement, Vendor and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Vendor shall at all times be under Vendor's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Vendor or any of its officers, employees, or agents,except as set forth in this Agreement. Vendor, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Vendor's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Vendor shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Vendor in its business or otherwise a joint venturer or a member of any joint enterprise with Vendor. B. Vendor shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Vendor, its officers,employees, or agents in connection with any performance under this Agreement. Except for contract fees paid to Vendor as provided for in this Agreement,City shall not pay salaries,wages,or other compensation to Vendor for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Vendor, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement,of any nature relating to salary,taxes,or benefits of Vendor's officers, employees, servants, representatives, subcontractors, or agents, Vendor shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Vendor shall procure and maintain, at its sole cost and expense,the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content satisfactory to City. The insurance shall.apply against claims which may arise from the Vendor's performance of Work under this Agreement, including Vendor's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City,the Vendor agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the City Manager or his designee. Vendor shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified in this Agreement. Except as otherwise authorized below for contract liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The Revised: 1/31/18 6 720669.1 minimum amount of insurance required shall be as follows: A. Errors and Omissions Insurance. WAIVED Vendef shall obtain and maintain M!fer-ee and eff-eet thr-etighetit the term ef this AgfeeRient,standard indtistr-y form eentfaet liabilit�,(er-f er-s and Omissions) ifisufan— an ameunt ef net less than ene millien dollars ($1,000,000.00) pef this et (1) Vender-..hall either! (a) of if.inwfiting to the City that Vender-is unawafe e f elaim against (b) i f Vender- ,does not p .ide the eeFtif ea4ion under-- (a) �Ien d.,i.. shall Vender; , �riuir-prve u.e ff em the eentraet liabilit�,instifer an endersetnent pfeviding that the fequifed limits of the polie),shall apply (2) if the p uree is wfitten an a—"claims made"basis, the peliey shall ef the pelie), dur-ing this period, Vendef shall ebtain eentinuing insufanee eevefage far- the pfief aets or- (3)in the event the pelie), ef ifisnfanee is wr-itten en an "E)eeurrenee " basis, the the Sef-4ees provided fer- in this Agreement, whiehevef is latef. in the event ef teffninatien of the polie), B. Workers' Compensation Insurance. Vendor shall obtain and maintain,in full force and effect throughout the term of this Agreement,workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Vendor agrees to waive and obtain, endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Vendor has no employees,Vendor shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Vendor shall obtain and maintain,in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars($1,000,000.00) and two million dollars($2,000,000.00)general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent Vendors, broad form property damage, products and completed operations. D. Business Automobile Insurance. Vendor shall obtain and maintain, in full force Revised:1/31/18 7 720669.1 and effect throughout the term of this Agreement,a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employer Liability Insurance. Vendor shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employer liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City Manager or his/her designee prior to commencing any work or services under this Agreement. Vendor guarantees payment of all deductibles and self-insured retentions. City reserves the right to reject deductibles or self-insured retentions in excess of$10,000,and the City Manager or his/her designee may require evidence of pending claims and claims history as well as evidence of Vendor's ability to pay claims for all deductible amounts and self-insured retentions proposed in excess of$10,000. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Vendor under this Agreement: 5.3.1 For any claims related to this Agreement, Vendor's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees,agents,and volunteers. Any insurance or self-insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Vendor's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, i council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Vendor and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 No required insurance coverages may include any limiting endorsement which substantially impairs the coverages set forth in this Agreement_(e.g.,elimination of contractual liability or reduction of discovery period),unless the endorsement has first been submitted to the City Manager and approved in writing. 5.3.5 Vendor agrees to require its insurer to modify insurance endorsements to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the endorsements. Revised:1/31/18 8 720669.1 Certificates of insurance will not be accepted in lieu of required endorsements,and submittal of certificates without required endorsements may delay commencement of the Project. It is Vendor's obligation to ensure timely compliance with all insurance submittal requirements as provided in this Agreement. 5.3.6 Vendor agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Vendor,provide the same minimum insurance coverage 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 subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.7 Vendor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Vendor of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. 5.3.8 Vendor shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten(10) days prior to expiration of the lapsing coverage. 5.3.9 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue,and is not intended by any party or insured to be limiting or all-inclusive. 5.3.10 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.11 Vendor agrees to provide immediate notice to City of any claim or loss against Vendor arising out of the Work performed under this Agreement and for any other claim or loss which may reduce the insurance available to pay claims arising out of this Agreement. City assumes no obligation or liability by such notice,but has the right(but not the duty)to monitor the handling of any such claim or claims if - they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.12 Vendor agrees that the provisions of this section shall not be construed as limiting in any way the extent to which the Vendor may be held responsible for the payment Revised: 1/31/18 9 720669.1 of damages resulting from the Vendor's activities or the activities of any person or person for which the Vendor is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M.Best's Key Rating of B++, Class VII,or better,unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Vendor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Vendor's insurers to provide complete,certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self-insurance the City may have..." ("as respects City of Palm Springs Contract No. or'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above,the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Vendor's obligation to provide them. Revised:1/31/18 10 720669.1 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Vendor shall defend (at Vendor's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Vendor's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from errors and omissions committed by Vendor, its officers, employees, representatives, and agents, that arise out of or relate to Vendor's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Vendor's indemnification obligation or other liability under this Agreement. Vendor's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Design Contract Services Indemnification and Reimbursement. WAIVED if the AgFeement is detefmined te be a "design eentFaet seFviees agreement" and Vender- is a "design eentfaet" under!'.,life r.i Giyil (ede Seetien 2782 4 them > Vendef shall ifideffifiib,, defend (at effipleyees> required, "Indemnified ", cchideniiiified ee )against an),and all liabilities,elaipas, u " c peAainte, eF afe related to the negligenee, agents,effipleyees,ef subeentfaetefs, negligent, e Agreement uIndemnified " Vender's e effleials> > efnpleyees, B. The Vender- shall Fequire all n design ntfaetsub V.,...1efs ased of subeentfaeted by Vendor te perform the Sefviees ef Werk requifed under- this Agreefflent, to &Eeeute an addition, Vendef shall fequir-e all nen design eentfaet stib Venders, used er-sub that is eefisistentwith the Insur-anee previsiens as set forth in this Agreement,as well as an),other-insufanee that. beFequir-ed by!'e tr et Off een Revised: 1/31/18 I l 720669.1 7. REPORTS AND RECORDS 7.1 Accounting Records. Vendor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Vendor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit,and make records and transcripts from such records. 7.2 Reports. Vendor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Vendor acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Vendor agrees that Vendor shall promptly notify the Contract Officer the estimated increased or decreased cost if Vendor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Vendor is providing design services, Vendor shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Vendor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Vendor, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Vendor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by the Vendor will be at the City's sole risk and without liability to Vendor, and the City shall indemnify the Vendor for all resulting damages. Vendor may retain copies of such documents for their own use. Vendor shall have an unrestricted right to use the concepts embodied tin this Agreement. Vendor shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Vendor fails to secure such assignment,Vendor shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Vendor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Vendor in the performance of this Agreement shall be considered confidential and shall not be released by Vendor without City's prior written authorization' 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Vendor shall provide City, or other agents of City, such access to Vendor's books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Vendor's performance under this Agreement. Vendor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three(3)years from Revised: 1/31/18 12 720669.1 the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County,and Vendor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall he construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Vendor. Vendor's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Vendor is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Vendor in writing of such default. Vendor shall have ten (10) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Vendor fails to cure its default within such period of time,City shall have the right,notwithstanding any other provision of this Agreement,to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Vendor shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured,provided that nothing shall limit City's right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of the Vendor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. The Vendor shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to the Vendor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Vendor shall not limit Vendor's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Revised: 1/31/18 13 720669.1 Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact,full,and complete compliance with any of the covenants,conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity,to cure, correct,remedy or recover damages for any default,to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non judicial proceeding,the prevailing Party shall be entitled,in addition to such other relief as may be granted,to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert Vendor fees, court costs and all fees, costs,and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law,in the event of a dismissal by the plaintiff or petitioner of the litigation or non- judicial proceeding within thirty(30)days of the date set for trial or hearing,the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Vendor,or any successor-in-interest,in the event of any default or breach by the City or for any amount which may become due to the Vendor or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Vendor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Vendor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Vendor warrants that Vendor 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. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Vendor 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"). Vendor 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, Vendor certifies that its actions and omissions hereunder shall not Revised: 1/31/18 14 720669.1 incorporate any discrimination arising from or related to any prohibited basis in any Vendor 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 Vendor 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. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Vendor against patent or copyright infringement, statutory or otherwise: A. It is agreed that Vendor shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement,or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Vendor shall pay all costs and damages finally awarded in any such suit or claim, provided that Vendor is promptly notified in writing of the suit or claim and given authority, information and assistance at Vendor's expense for the defense of same, and provided such suit or claim arises out of, pertains to,or is related to the negligence,recklessness or willful misconduct of Vendor. However,Vendor will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Vendor when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. B. Vendor shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however,that such defense shall be at Vendor's expense. Vendor shall not be obligated to indemnify City under any settlement that is made without Vendor's consent,which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Vendor, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre-paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of(i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii)five(5)business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: Revised: 1/31/18 15 720669.1 To Ci : City of Palm Springs Attention: City Manager&City Clerk 3200 E.Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Vendor: Waterline Technologies 42-570 Melanie Place Palm Desert,CA 92211 Attention: Greg Babbitt Telephone: 760-674-033 5 Facsimile: 760-674-0952 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible,each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision,or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement. nothing contained in this Agreement is intended to confer, nor shall this A reement be conkruedju erring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise,unon any entity or person not a party to this Agreement. 10.7 Recitals The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees thatsuch- is Party bound,for purposes of this Agreement,by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that(i)the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing,(iii) by so executing this Agreement,the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. Revised: 1/31/18 16 720669.1 IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates stated below. "CITY" �otfprailms�prings Date: .� / By David H. Ready,PhD City Manager APPROVED AS TO FORM: ATTES By: By: 1. Jeffrey Ballinger Antho City Attorney City Clerk APPROVED By CITY COUNCIL APPROVED BY CITY COUNCIL: J � I V Pa3c•����c Date: IcAgreement No. - »eZnvalv � Corporations require two notarized signatures. One signature must be from Chairman of Board,President, or any Vice President. The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer. VENDOR NAME: Waterline Technologies Inc Check one:_Individual_Partnership xx Corporation 620 Santiago Street Santa Ana, CA 92701 Address i By By d Signature(Notarized) Signature(Notarized) Revised:1/31/18 17 720669.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189 Ke K<O:-K<Rr<�- "i wl' M1.S3 r'"^^ 'K<K-K<Cr<r' C'.1'a(',a 1•a 'MJ.sr^"" A notary public w othrrr offerer comp9sting this cert icata veziftas amp tare identity of the indiWdLal who signed the document to which this cerfficM b stt..ched,and not the tridrfulness<piracy,or varxr'rty of#=docxn anL State of CaTiforriia } County of Ora n q e, On dkoe, 7/90/ 1 before me. Va'N �e 7 f, Or-4iZ Date � Nete ln�rt Name,and 7104 of the OF pemonally appeared K I RI< (3U 1TtPINI ME, PC V 0 I el Nume(s)of Si r(s) who proved to me on the basis of satisfactory evidence to be the person(a) whose names) islm*e subscribed to the within instrument and ackrwwledged to me that hefsheAhey executed the same in hialheriitheir authorized capacity(ies).and that by hialher/rheir signature'+s)on the fnatrument the person{s}, or the entity upon behalf of which the peraon(e)acted,executed the instrument I certify under PENALTY OF PERJURY under the lasts of the State of Oardbmia that the foregoing paragraph is true and conect- SARAH E.ORTIZ WITNESS my hand and ciff 'a[ al. � r Commission No. 2236180 e e NOTARY PUBLIC-.CAL IFORNIA Signature ORANGE COUNTY sig-OrgofN b yPuba. My COMM.Erplms MARCH 20,2022 Pfsce✓►rofsty Self Above OP'TIONdL Though fihRs zactlan is aPtfcnal,completing#ifs infar mstiorr can dater alteration of fire document or frauclalent resttachmemf of this form to an unintended document. Deacription of Attached Document Title or Type.of Document: Document Date: Number of Pages Signen(s) Other Than Named Above: Capaoity(reo)Claimed by Signer(s) Signer's Name: Signers Name: ❑Corporate Officer—Tftls(s}: ❑Corporate Officer—Title(u}: ❑Partner— ❑Lfmited ❑General ❑Partner— ❑Limited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other_ ❑Other Signer Is Representing: Signer Is Representing: 02014 National NotaryAmociation•vtrnv.Nzfiws loftuy-org•1-B(1Q US NOTARY 0-80D-67&BB27) ltem#5907 18 EXHIBIT"A" SCOPE OF SERVICES PURPOSE, SCOPE OF WORK,AND SPECIAL CONDITIONS: Purpose: The City of Palm Springs is seeking qualified vendors to provide pool chemicals for Palm Springs public swim center as outlined in the scope of work. Background: The City of Palm Springs maintains a community recreation center that includes a swimming pool for public use. The swimming pool is maintained by utilizing Hydrochloric Acid 15% and Sodium Hypochlorite 12.5%chemicals. The City has its own chemical tanks and requires an outside vendor to provide the necessary chemicals to maintain its public swimming pool. It is the intent of this specification to secure a contract for a vendor to provide the necessary pool chemicals to maintain the proper PH balance for sanitary conditions of the pool. Scope of Work: The intent of this Invitation for Bids is to solicit sealed bids from qualified vendors to supply and deliver Hydrochloric Acid 15%and Sodium Hypochlorite 12.5%chemicals on a monthly basis as needed. The,vendor shall furnish all chemicals, labor, necessary equipment, and any tools required to perform the services to deliver said pool chemicals as set forth in this specification and in keeping with the highest standards of quality and performance. The City has 1000 Gallon Opaque HDPE Heavy Duty Double Wall Storage tank to store the 12.5% Sodium Hypochlorite and a 500 Gallon HDPE Heavy Duty Double Wall Storage tank to store the 15% Hydrochloric Acid (See Attachment A for tank specifications). The current tanks are stored outside in an enclosed block wall space with a semi enclosed canvas covering (See Attachment B for photographs of enclosed space and conditions). Tanks have fill line with a camlock connection and level indicators. Work will be executed under the direction of the Parks Maintenance Supervisor on an as needed basis depending on the quantities needed for each delivery. During the last three (3) year contract 2016-2018, the swim center has averaged approximately 5260 gallons of Hydrochloric Acid 15% and 24,750 gallons of-Sodium Hypochlorite 12.5% per year. The City cannot guarantee a minimum usage quantity. This quantity is an estimate only; actual usage may be substantially higher or lower based on swim center usage. Deliveries shall be F.O.B. destination, with no added charges (e.g. delivery, expedite, environmental, overnight, fuel surcharge, etc). Handling and delivery of all materials must comply with all local, State and Federal safety regulations and must maintain appropriate hazardous material transportation and handling certifications and licensing. Distinguishable uniforms must be worn at all times,with company name clearly displayed,while on City sites. 19 EXHIBIT`B" CITY'S REQUEST FOR PROPOSALS Q 4ACt� S INVITATION FOR BID IFB 19-04 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER BID DUE DATE: WEDNESDAY, MAY 15, 2019—3:00 P.M. TABLE OF CONTENTS: THIS INVITATION FOR BID CONSISTS OF THE FOLLOWING: PAGE TABLE OF CONTENTS ................................................................................................... 1 NOTICE INVITING BIDS ......................................................................:::......................... 2 BIDDER'S CHECK LIST ................................................................................................... 3 TERMS AND CONDITIONS .............................................................................................. 4-7 PURPOSE, SCOPE OF WORK, AND SPECIAL CONDITIONS ................................................ 8 EXHIBITA ..................................................................................................................... 9-18 ATTACHMENT "A" PAGE 19 MUST BE SIGNED ................................................................... 19 ATTACHMENT "B" CONFLICT OF INTEREST & NON-DISCRIMINATION CERTIFICATION PAGE 20 MUST BE SIGNED ..................................................................................... 20 ATTACHMENT "C" PUBLIC INTEGRITY DISCLOSURE FORM PAGE 24 MUST BE SIGNED ..................................................................................... 21-25. BID PROPOSAL PAGE, PAGE 27 MUST BE SIGNED ............................................................ 26-27 AFFIDAVIT OF NON-COLLUSION, PAGE 30 MUST BE NOTARIZED ........................................ 28 BIDDERS GENERAL INFORMATION ................................................................................... 29-30 SAMPLE CONTRACT AGREEMENT ..................................................................................... 31-54- NO RESPONSIBILITY WILL ATTACH TO ANY OFFICER FOR THE PREMATURE OPENING OF OR THE FAILURE TO OPEN A BID NOT PROPERLY ADDRESSED AND IDENTIFIED. STREET ADDRESS: City of Palm Springs Procurement&Contracting 3200 E. Tahquitz Canyon Way - Palm Springs, CA 92262 20 - NOTICE INVITING BIDS IFB 19-04 PROVIDE POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER BID DUE DATE: WEDNESDAY, MAY 15, 2019—3:00 P.M. NOTICE IS HEREBY GIVEN that the City of Palm Springs, California, is soliciting bids from qualified Vendors to: PROVIDE POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER SCOPE OF WORK: The City of Palm Springs offers a public swimming pool to local and visiting patrons to utilize for recreational use as well as organized swimming sports and activities. The City is in need of a chemical pool Vendor to supply and deliver Hydrochloric Acid 15%and Sodium Hypochlorite 12.5% into city- owned tanks located at the Palm Springs Swim Center 405 S. Pavilion Way, in the Sunrise Plaza complex, immediately adjacent to the Leisure Center. Bids will be received until Wednesday, May 15, 2019 at 3:00 P.M., local time at the Office of Procurement and Contracting, 3200 Tahquitz Canyon Way, Palm Springs, California, 92262, at which time they will be publicly opened and read in the Procurement and Contracting Office. No Bid will be considered unless it is made on a bid form furnished by the City.. Bids must be submitted in sealed envelopes and either hand delivered at the address above, or mailed to: City of Palm Springs, Procurement and Contracting Division, 3200 Tahquitz Canyon Way, Palm.Springs, California, 92263-2743. The City of Palm Springs reserves the right to reject any or all bids and to waive any informality or technical defect in a bid. The receiving time in the Procurement and Contracting Office will be the governing time for acceptability of Bids. Telegraphic and telephonic Bids will not be accepted. It is the 'responsibility of the Bidder to see that any Bid sent through the mail, or by any other delivery method, shall have sufficient time to be received by the Procurement and Contracting Office prior to the Bid Opening Time. Late Bids will be returned to the Bidder unopened. Availability of Documents: Bid Documents and Specifications may be obtained from the Procurement Office by calling (760) 322-8374 or via the Internet at the following address: http://www.Oalmspringsca.gov click on "Government", "Departments" and go to "Procurement", "Open Bids". -,NOTE: If you downloaded this bid via the internet at the address above, contact Leigh Gileno via email at Leigh.Gileno@palmspringsca.gov to be placed on the bidders list for this specific project and provide your company name, contact person, contact email address, office address, office phone.and office fax. Failure to be placed on the bidders list as stated above may result in not receiving addenda to the IFB. *Note — Being placed on the vendor list for this specific project is a separate process and not the same as registering online in our general vendor database. Leigh Gileno Procurement Specialist II April 15, 2019 PLEASE NOTE THAT PALM SPRINGS CITY HALL IS CLOSED EVERY FRIDAY AND THEREFORE IS NOT ABLE TO ACCEPT,TIME OR DATE STAMP ANY SUBMITTALS/BIDS'ON FRIDAYS (OR WEEKENDS). PLEASE TAKE THIS INTO CONSIDERATION WHEN DELIVERING A SUBMITTAL/BID BY THE DUE DATE AND TIME AS DEFINED IN THIS DOCUMENT. 21 INVITATION FOR BIDS(IFB 19-04) BIDDER'S CHECK LIST INSTRUCTIONS TO BIDDER: GENERAL: Bidders are advised that notwithstanding any instructions or inferences elsewhere in this Invitation for Bid, oI the documents shown and detailed on this sheet need be submitted with and made part of their Bid. Other documents may be required to be submitted after Bid time, but prior to award. , Bidders are hereby.advised that failure to submit the documents shown and detailed on this sheet MAY RENDER THE BID NON-RESPONSIVE. II REQUIRED DOCUMENTS FOR BID: Bids MAY NOT BE CONSIDERED if the following documents and/or attachments are not completely filled out and submitted with the Bid. NOTE: ONLY-THOSE ITEMS MARKED BY AN 'X' ARE REQUIRED. X Attachment"A" Signature Authorization Page, Page 19 must be signed. X Attachment"B" Conflict of Interest & Non-Discrimination Certification, Page 20 must be signed. X Attachment "C" Public Integrity Disclosure Applicant Disclosure Form, Pages 23-24 must be completed and signed. X Bid Proposal page 27, must be manually signed. X Erasures or other changes made to the Bid Proposal Pages must be initialed by the person signing the Bid. X Bidders General Information, pages 29-30, must be completed. X Affidavit of Non-collusion by Vendor form, page 28, must be manually signed and countersigned by a Notary Public. X All Addenda issued shall be acknowledged in the space provided on Attachment "A", page 19. Failure to acknowledge all Addenda may render your Bid non-responsive. X Deviations from Specifications: It is understood that the product offered by the Bidder will meet all requirements of the Specifications in this Invitation for Bids, unless deviations there from are clearly indicated in an attachment headed "Deviations from Specifications"submitted and signed by the Bidder's authorized representative. In order for the Bid to be considered, an.explanation must be made for each item in which a deviation is indicated, giving in detail the extent of, and reason for, the deviation. The City shall determine if a deviation is acceptable or not. X Bidder shall submit with their bid full descriptive data, including product specifications, general drawings (if applicable), brochures, and any other information on the material proposed in this Invitation and as requested in the detailed Specifications. 22 CITY OF PALM SPRINGS IFB 1 J-04 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER TERMS AND CONDITIONS 1. Bids must be submitted on Bid forms supplied by the Procurement and Contracting Office in a sealed envelope showing on the outside the name of the Bidder, Bid title, Bid number, time and date of opening. 2. Bids submitted may be withdrawn by written request received before the hour set for the opening. After that time, Bids may not be withdrawn by the Bidder for a period of ninety (90) days and at no time after award of Bid. 3. The City of Palm Springs reserves the right to award to the lowest responsive responsible bidder or to reject all bids, as it may best serve the interests of the City. Furthermore, the City reserves the right to reject the Bid of any Bidder who previously failed to perform properly, or complete on time, agreements of a similar nature, or to reject the Bid of a Bidder who is not in a position to perform such an agreement satisfactorily. 4. The City.reserves the right to reject any or all Bids and to waive any informality or technical defect in a Bid, as it may best serve the interests of the City. The City also reserves the right to make such investigations as it deems necessary to determine the ability of the Bidder to perform the Work and the Bidder shall furnish to the City all such information and data for this purpose as the City may request. The 'City reserves the right to reject any Bid if the evidence submitted by or investigation of such Bidder fails to satisfy the City that such Bidder is properly qualified to carry out the obligations in the bid documents and to complete the Work contemplated therein. 5. The decision of the Palm Springs City Council, or their designee if applicable, will be final. It is anticipated that City Council, or designee if applicable, will award the bid at their regularly scheduled meeting following the closing date for receipt of bids. 6. Bidder's signed bid and written acceptance by the City (purchase order) shall constitute an agreement. 7. Submission of a signed Bid will be interpreted to mean that Bidder has hereby agreed"to all the terms and conditions set forth in all of the pages which make up this Invitation For Bid. 8. The price quoted by the Bidder in his/her bid shall include any and all applicable sales or use tax levied by the California Revenue and Taxation Code, and shall be exclusive of Federal Excise Taxes pursuant to the exemption of political subdivisions in the "Revenue Act of 1935" or any other acts of Congress. 9. Bidders may submit oniv ONE (1) bid in response to this IFB. You many NOT submit multiple bids. 10. When discrepancies occur between unit prices and extended amounts the unit prices shall govern. 11. Bidder will be required to file an Affidavit of Non-Collusion with their Bid,. This shall be signed and sworn before a Notary Public. 23 12. QUESTIONS: Bidders, their representatives, agents or anyone else acting on their behalf are specifically directed NOT to contact any city employee, commission member, committee member, council member, or other agency employee or associate for any purpose related to this IFB other than as directed below. Contact'with anyone other than as directed below WILL be cause for rejection of a Bid. No questions shall be answered via an addendum until after the walk through. ANY questions, technical or otherwise, pertaining to this Invitation for Bid must be submitted IN WRITING and directed ONLY to: Leigh Gileno- Procurement Specialist 11 City of Palm Springs 3200 E Tahquitz Canyon Way, Palm Springs, CA 92262. Email: Leigh.Gileno@palmspringsca.gov Or Faxed to: (760) 323-8238 Interpretations or clarifications considered necessary in response to such questions will be resolved by the issuance of formal Addenda to the IFB. The deadline for all questions is 3:OOP.M.. Local Time, Wednesday, May 8. 2019. Questions received after this date and time may not be answered. Only questions that have been resolved by formal written Addenda via the Division of Procurement and Contracting will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect. PLEASE NOTE THAT PALM SPRINGS CITY HALL IS CLOSED EVERY FRIDAY AND THEREFORE IS NOT ABLE TO ACCEPT, TIME OR DATE STAMP ANY SUBMITTALS/BIDS ON FRIDAYS (OR WEEKENDS). PLEASE TAKE THIS INTO CONSIDERATION WHEN DELIVERING A SUBMITTAL/BID BY THE DUE DATE AND TIME AS DEFINED IN THIS DOCUMENT.0 13. Notice of Award: After award.of the Bid by the Palm Springs City Council if necessary,-a Notice of Award letter and/or Purchase Order will be issued to the successful Bidder. The successful Bidder shall provide all Certificates of Insurance, Bonds, if required, within fourteen (14) calendar days. 14. Business License: The successful bidder will-be required to be licensed in accordance with the City of Palm Springs Business License Ordinance, Municipal Code Chapter 3.40 through 3.96, entitled "Business Tax". 15. The Bidder agrees that the City has the right to make the final determination as to whether the materials has been satisfactorily delivered, installed and meets the acceptance criteria as defined in the Bid documents. 16. Performance: Time is of the essence in the performance of the work. Performance schedule may be a factor in award of bid and may be cause for resection, as determined by the City. 17. Warranty: The successful Bidder shall fully warrant all product including without limitation against any poor or inferior quality product for a period not less than one (1) yearfrom'the date of final acceptance of the product by the City The successful Bidder shall replace product in a timely manner so as to minimize the possible disruption of City operations resulting from said product. Where applicable, all bids shall be accompanied by a copy or description of the manufacturer's warranty for the items(s) proposed and evidence that such warranty is assignable to the City. 24 18. Termination for Default: The City may, by written notice of default to the vendor, terminate any resulting order in whole or in part should the vendor fail to make satisfactory progress, fail to deliver within time specified therein or fail to deliver in strict conformance to specifications and requirements set forth therein. In the event of such termination, the City reserves the right to purchase or obtain the supplies or services elsewhere, and the defaulting vendor shall be liable for the difference between the prices set forth in the terminated order and the actual cost thereof to the City. The prevailing market price shall be considered the fair repurchase price, If, after notice of termination of this contract under the provisions of this clause, it's determined for any reason that the Vendor was not in default under the provisions of this clause, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Convenience clause.' The rights and remedies of City provided in this article shall not be exclusive.and are in addition to any other rights and remedies provided by law or under resulting order. 19. Termination for Convenience: The City may, by written notice stating .the extent and effective date terminate any resulting order for convenience in whole or in part, at any time. The City shall pay the vendor as full compensation for performance until such termination the unit or pro rate price for the delivered and accepted portion, and a reasonable amount, as costs of termination, not otherwise recoverable from other sources by the vendor as approved by the City, with respect to the undelivered or unaccepted portion of the order, provided compensation hereunder shall in no event exceed the total price. In no event shall the City be liable for any loss of profits on the resulting order or portion thereof so terminated. The rights and.remedies of City provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under resulting order. 20. Fiscal Year: Obligation for payment of any contract beyond the current fiscal year end is contingent upon the availability of funding from which payment can be made. No legal liability shall arise for payment beyond June 30 of the calendar year unless funds are made available for such performance. 21. Affidavit of Non-Collusion and References: Bidders are required to file an Affidavit of Non- Collusion with their Bid. This shall be signed and sworn before a Notary Public with a commission in the State of California. Bidders are also required to provide References. The forms are included in the Bid package as"Exhibits A and B". 22. Bidder Responsibility: The City of Palm Springs reserves the right to reject the Bid of any Bidder who previously failed to perform properly, or complete on time, agreements of similar- nature, or to reject the Bid of a Bidder who is not in a position to perform such an agreement satisfactorily. 23. Governing Law: This contract shall be construed and interpreted according to the laws of the State of California. 24. Bid Bond: WAIVED Each Bid m6ot he -annemnanied by Gash a nertified OF Gashier's fer an _Arvieunt equal to at least ten perGent GheGk .er Budder's -hp-Rd- 9R the preGGribi-ad f9rrn A-Rd Fnade payable te the City ef Palm Springs ,,�) ef the ameORt Bid (maximum award value of lump sum total). SuGh guaraRty Sh-All -him ferfe-ited- should- the Bidder to whem the work awarded fail te f- mish the required PFGef E)f 1RGUraRGe, bGRd-q -A.Pd- entp-r WAG -A R-Urruh-ase Order GentraGt With the Gity within the peried ef time provided by the !F=13's requirements. 25. Performance Bond and Insurance: WAIVED The GG86601 1l Bidder shall furnish withiR 14 AgFeeFneRt. The suGGessful'BiddeF shall maiRtaiR the validity And enfArAerneRt E)f said bend fer. the duratk)n of the GGRtraEA. Also, the 6UGE;essful Bidder shall fUFRish WithmR 14 GaleRdar days 25 26. Payment Bond: Payment/Labor and Materials Bond: WAIVED The 86,nneSSf„l RiddPr validity and enfernement of 6-aid- bend fer the d-retien of the Gentr7Gt 27. Local Preference: Pursuant to the City of Paim Springs Local Preference Ordinance 1756, the term "Local Business" is defined as a vendor, contractor, or consultant who has a valid physical business address located within the Coachella Valley, at least six months prior to bid or bid opening date, from which the vendor, contractor, or consultant operates or performs business on a day-to-day basis, and holds a valid business license by a jurisdiction located in the Coachella Valley. "Coachella Valley" is defined as the area between the Salton Sea on the south, the San Jacinto and Santa Rosa Mountains on the west, and the_Little San Bernardino Mountains on the east and north. For the purposes of this definition, "Coachella Valley"includes the cities of Beaumont and Banning and the unincorporated areas between Banning and the City of Palm Springs. Post office boxes are not verifiable and shall not be used for the purpose of establishing such physical address. In the bidding of, or letting for procurement of, supplies, materials, and equipment, as provided in Ordinance No. 1756, the City may give a preference to Local Businesses in making such purchase or awarding such contract in an amount not to exceed five (5%) percent of the Local Business' total bid price, or $15,000, whichever amount is lower. Total bid price shall include only the base bid price but also adjustments to that base bid price resulting from ' alternates requested in the Solicitation. In order for a Local Business to be eligible to claim the preference, the business MUST request the preference in the Solicitation response (see cost proposal pages) and provide a copy of its current business license from a jurisdiction in the Coachella Valley. 28. Payment Terms-The standard terms at the City of Palm Springs are Net 30 days. 29. It' is understood that the services offered by the Bidder will meet all requirements of the specifications in this Invitation unless deviations therefrom are clearly indicated in an attachment titled "Exceptions to Specifications" submitted and signed by Bidder's authorized representative. In order for the Bid to be considered, an explanation must be made for each item in which an exception is taken, giving in detail the extent of the exception and the reason for which it is taken.The City of Palm Springs will be the sole judge as to whether any deviations or exceptions will be approved or accepted. 30. Non-Discrimination Certification: In connection with its performance under this Agreement, Vendor 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"). Vendor 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, Vendor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising,from or related to any prohibited basis in any Vendor 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 Vendor 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. 26 CITY OF PALM SPRINGS IFB 19-04 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER PURPOSE, SCOPE OF WORK, AND SPECIAL CONDITIONS: Purpose: The City of Palm Springs is seeking qualified vendors to provide pool chemicals for Palm Springs public swim center as outlined in the scope of work. Background: The City of Palm Springs maintains a community recreation center that includes a swimming pool for public use. The swimming pool is maintained by utilizing Hydrochloric Acid 15% and Sodium Hypochlorite 12.5% chemicals. The City has its own chemical tanks and requires an outside vendor to provide the necessary chemicals to. maintain its public swimming pool. It is the intent of this specification to secure a contract for a vendor to provide the necessary pool chemicals to maintain the proper PH balance for'sanitary conditions of the pool. Scope of Work: The intent of this Invitation for Bids is to solicit sealed bids from qualified vendors to supply and deliver Hydrochloric Acid 15%and Sodium Hypochlorite 12.5%chemicals on a monthly basis as needed. The vendor shall furnish all chemicals, labor, necessary equipment, and any tools required to perform the services to deliver said pool chemicals as set forth in this specification and in keeping with the highest standards of quality and performance. The City has 1000 Gallon Opaque HDPE Heavy Duty Double Wall Storage tank to store the.1.-2A% Sodium Hypochlorite and a 500 Gallon HDPE.Heavy Duty Double Wall Storage tank to store the 15% -Hydrochloric Acid (See Attachment A for tank specifications). The current tanks are stored outside in an enclosed-block wall space with a semi enclosed canvas covering (See Attachment B for photographs of enclosed space and conditions). Tanks have fill line with a camlock connection and level indicators. Work will be executed under the direction of the Parks Maintenance Supervisor on an as needed basis depending on the quantities needed for each delivery. During the last three (3) year contract 2016-2018, the swim center has averaged approximately 5260 gallons of Hydrochloric Acid 15% and 24,750 gallons of Sodium Hypochlorite 12.5% per year. The City cannot guarantee a minimum usage quantity. This quantity is an estimate only; actual usage may be substantially higher or lower based on swim center usage. Deliveries shall be F.O.B. destination, with no added charges (e.g. delivery, expedite, environmental, overnight, fuel surcharge, etc). Handling and delivery of all materials must comply with all local, State and Federal safety regulations and must maintain appropriate hazardous material transportation and handling certifications and licensing. Distinguishable uniforms must be worn at all times, with company name clearly displayed, while on City sites. 27 EXHIBIT "A" Specifications for 500 and 1000 gallon tanks pages 9-15 500 Gallon Tank for Hydrochloric Acid 15% DW0500-57 DOUBLE WALL TANK STANDARD COMPONENTS --10528 16"VENTED LID DWO500-57-1 INNER OR PRIMARY TANK 14213 EPDM SEAL S W!85�ARY OUTER O E �NOTGHFS'3 PLAGESNG (FITTING IS G FLAA SAL) „M a 1 SERVICE FITTING 28 (Ia1 DEN HARTDG INDUSTRIES,INC. Dlalrgm{usts'.V44fpad:a'sasRsrattn&r arm u:u? qa $ D OQ o,uxgn rams <auna tb pta5krresi CtTmyaeµewx a< - awrn�turts w.erztu.taosrarr,x aea�a+a+wtrnu.txu+.a 1 10264 STAMLES .r dnaenarvi !t7 Nrrtp l¢av9Brpx l.x 1052O 1 LID t �4' �B Ofl R0.25 1 \t RO 25 R0.25 J RtAO it,6D {054 "'t qT R 300 163 , 011363 016.63 DETA L A SCALE 1:10 0026 RO 25 � DsD A r PITTIN&DPMNAL 66 75 me.00 S.C.o300 � SQ Otf G S OQ 475YS 6225 5g25 � 1. DETAILS 16OQ j STALE 2-25 R2.00 LZ::Z 16 DO-+I 1.26 52 00 DRAWNtDATE MATEMA1 Mft AM 2119/14 Lfflun as PA 113Li0 1 N 0 u 5 I R£Y O;SERtP3Iott T7YlDATE C`11 w-K Att DIMEt 50145 AAE IN MCIMAL INCHES s..o.,c t#f' 't-T wtIcMT tq;a HOSPERS DRIVE S 0: TOLERANCES u LESS(t ES SESrEGTtEn t 1, 130€as ti0T15 DESfRt?TtOrt ppt,Y(TtfrVNk nErat ;t,xtct,r tJ025O110n WALL 500GALLON DUAL LINE TM Ti DEC rat:.T75, TRUNES5 ,M(3`6H'F fRACi Ott x ttt' r �H an SCALE PAl71 Nb t ANG�E:r 2 i PATENT pENpD1G N.S, DW0500-_ 29 DEN HARTOG INDUSTRIES, INN. � t�o,a.gat.r.laaa:.un r.v.�ea:a.=nra,n:.ca:a+rn,seet,na rrr �'5��� t•py..rNnfatrr,NMt+x3 tx;A FragxHiat pep l(Mxfy�Erf.4s#9 w a�W nP del;r u+p;.�44spyak sa;sAt.S f t tegRA�steaue!&A er;tp5ut .r:n.n<..t.nn at..a.xertx•q a�s:r.r�t•� 0o53 00 3 no 14231 LABEL 0357 LABEL "IIUALi.1tdE MFI1t1iT1" "BAP.Ct3fL'�,r Rit 31 14234 LABEL "PAimt PENo " 2"Flt74tlG QPTIbr1Al 1"r52tE LABEL 6.00 8 C, "SPECI-IC Gi11AYiTY" \10353 LABEL "WASRiMW 0600 ijr75 t O 6-75 X 5 1HPORTAN5" 55.75 90,31 A �a 14t0 — PO31 DEW A 31t� SCALE215 R200 3.26 %»� 53-00 �, 10073 1" \19485 r FITTING NPt 4�1Uta DRAWN WE P.AI R I A t A©H 10116ti: Derr I t e WOO iRI13U8 R REH6dlftt.. .tcehols.eWa e.,}oc¢nm REV8Y;tlfgEft�s T€QtE FIATX . CTM i AE6 OMENSW45 ARE tN 6tWMAL MKS I F.:K3rl.;i tbaN:7Yr ;U6f U£t M a6F0 euliPLfES t3M2ta•£$ E3t IOtERAa(ES MESS OTil,Rta75E SPCEtfoE� I Aa.rx;. 127 MIS NOSE", ---------- t.3 0 20 flGH.WALL s� CR:R3uM 500 GALLON DUAL LINE Tm TAI Pitt is TAt ,enav:nOc� Eaet 'ft1LL�5. T1lECht:f55 2 d PATENT PENDING r5, Dwo5pl'o-5 30 0-I)EN HARTOG INDUSTRIES,INE, STANDARD TANX ASSEMBLY TANK ASSEMBLY WITH � 9P dpp}pt#Nd3t Hyfe..RSA @L+t 3:3+;LC[..FO^r1.;3kCtFR�4[iF OPTIONAL j� f Nl] ae 4Y34 f+.rs•RSbS+aMY51"4h�fiRt.try'bf Cl+tty(dj++fdai(xpi 4.i CI710B�AE �, FITTING yqp rzpi nii i+-axn1,;aic&oi t9 is itr.+rf ct S W"a6 s:tAb31 E€v bi9fxsia6 a[Ati YlltA`.sxt•l�4S#:'Ii�NLCStf11X.2M. �id Y F�N^�t'��S OW0564-57-3 3 X 7 5 DIA $ITTIN4 FLATS ON UNK TOP FOR UTILITIES �.. Q",W00 0 ILZI)TAW SEAL (j -1013 TANK,SfAt. ' 35 GIA LIFT EYE ' I E t s t t i RT$t}j�Q-54-2 i r c 1 E a R Tj�jt,. a i 3 F t FITll'N'i RING ASSEMBLY #„.1-112"CAR 2` DWOSIIQ-S7-Z FITT)tI6 AVAILABLE 1 MAWR t CAIE {r!tD7E t r' uen h v - �. t N C} U S A FIE 1 fDESCRtk T�3PI k1Y 1 GA€E tCli REH W161i& A—O w*#*w ktperoi. ALL Ct!+ktiims ARE'N DECIMAL kkjtES tee„tLt s Azt.,5't S4T Nlt ti-, L i}Ft`xPEG3-:=73*i S 3t MERAbYES ta±dLE=i 01WR'NESE EFffilr'RED a }.S+ t 3YS ' CE5ER3F''7iGtE 7IEtLPn- METAL snat:iaWrfln }TTEFE&tE14U.CUtl 500 GALLON DUAL LINEYU TANK. QEt:nac ,ss` STAPIT}TRp.25G t5 PRINT FOR METALS six�a 63"F fFACiOf7.Era°. � ts*i n SCALEDwosoo A �� 31 1000 Gallon Tank for Sodium Hypochlorite 12.5% CCU DEN NARTOG INDUSTRIES,INC tsyYtyme x¢esiceaatem eegntd raSAn mtocim:at attktant Wa 12 m Arsynta+e+s�,acae«ean Fb p+spsquC�n. m�n�;e�xxt ku 1 �� �+avaen nai as asx¢azt�meraxa at3++s r.oara me»r>re�rr..a.0 Ions ID204 SSTAINLf .nta�nis.ne�f tSr�Nsrt<g sa> '�- z c� i6„LID X B 0800 X 3 x 2200 �4_.. IV LID 09EMW 01643 01663 a � elO0 3#6 � fi ITWO OPTIONAL Tu Ob 0600 6 C. 73 00 s 0340 ! 72 TS �07SX5 A lm 0 i I g 4t2 DU E6 4� 66 ci[3 DETAIL A SCALE 225 Gttaktr:r paTE t4A�EEx'�t -. ADH 1O1I6112 en I x *420 1 N 0 U s ------------- REV OLSCR' T ION BY J GAT{ CCM i REH 5f i3f1 ltm!lUFq�pYf 4lgaCSWn _i&,r*Nsv4S A m KOMAL MMES 11W !aaQF War HeSK95091VE s 6f rWPANIESME5S MUMS[sar.C(FIFD 260LOS as�FEs OO,t �ttcrs S LY{EH-LE NE "ET L $Wpl jWVQFi i103100fi.WALL 1000 GALLON DUAL LINETM IAN OE4n C x s25" . 262 LpS tNIGi{ttE55 F:eAa�r� va- ;ws SCALE ANCL£=s• 2,}PATE HT FEesDi3d i ;5.5� Per r s CI T Q -7" 32 DEN HARTOG INDUSTRIES, INC. dsG }+l a.z g. aaaSa4 autAai /h Ef;4l W:rsas t/t .w.TZma N.uw,aIyO-taxaa•ax: atth PRELIMINARY 350 ZOO 11 p0. 51? 4 3. I {t:5 ADIS 1.50 --- 300-- VE AIL£ SCALE 1. 3 ' - DRAW"!E'R'iE t4AtECinit, ADH 10116/12 Den INDUS"= XX2tk A"Rmaar a �pcs— v PESCRIPr�R 6.tOAtE �£C11 ALL 01MENSMS AFT$W VECt+NAL WCHES t,n9artrat mill r a S1t64 s6E 04, a G470 xC9�EttS.'�`t<uE S �$t 1'QLERAtt£E5U'i1ESSti7HEFkFi"�tSDEC��EI x»ytx>.n .aOiCS. C1E'aC�Pfttrir P�trEtltrLEhE ttEtat 519PPIN3WMHT 1000 GALLON DOUBLE WALL TA i 66 F OMMAL: 12V a P ERA,tteft.itt=, ` � �FXALE — ��x•tat tt(GLC:Y 's. 33 {?DEN HARTOG INDUSTRIES,INC. STANDARD TANK ASSEMBLY - TANK ASSEMBLY WITH 3X IS"OIA FIT1i146 OPTIONAL FITTING Pt yrfyn{.rta<feM-a(R,a+P+RF+.satl+♦E^�ff.Nrt Stjf4.tit#f 8r+t ark faati et,a r vs.2 aarrafxa a asa+na+.aar.,+r++s t aaa.y..sf+t FLATS QN TANK TOP FOR UTILITIES QWI040-77-1 ` f Q'r11000-77-I - 01700 i N Td2t:c TANK SEAL _�_ ! /14214 TANK SEAL t �-,� i Y sT1,3T r { E , r r � 9 6 , r 1 E } � E 195fi3 t 1-1/2"QR2'" i " DW10t10-77-2 iITTIN6 RING FITTING AVA ABLE ASSEMBLY-REQUIRED WITH FITTING NAWN i WE naicRlaE ACH 817114 Den I r v u r SEE NOTE T, I N D U 3 7 REH 5122114 REY Oi9Eti6nTlGtf E17 f VATE (CH .Sea ttao-Hom MNutan ALL UMENSONS ARE h4 OECu1Al.INChf S saGa,f:.r rasa ri:f SHD7 NEiGHt bFthS HRSRERS ptaavE S flf TOLERANCESuh;ESS OTNEpwt.SE SFfCt£!tD .f.::a, ssOt£5 QESttt:P?t0:r P(7lYEf1+'r{Ex; r_.ETA: !ar N16wtin»i 1lREFERENCE CoMPTJNEtt! 1000 GALLON DUAL LiNET" ? EtECRtnL. tJ5' �_ STANDARD:522 LOS PRINTS FOR DETAILS i11L(�68R F T(7 AC TOR z tIL- i rN.". SCAIE •••_•••••••� Y:$t NS AtcEe r 2.1 PATENT PENCING N.S. DWIOOO-77 34 Aerial View of Tank Storage Facility maps.digitalmxF4enttal:mm?p*ccucGa.... �carCty.WCiryacpa>S.Y,=':,2tdc_'i;2£R9.....ti-0xc%2G c8%6-A5<J?ZS:1c23d1?L'4f-lOJLSt_2So SYF<tQu';4YffE=.htifls:/:cninbig:ca;rraxen[-si�:n)a;a:to:pa'-'�,'{'o tint mwalv�vL[p<te.talvwNoaMa. C<INavom<Itews hiaiMa Xte mffie zu<z04��ntl aentrya9aa.' RED OUTLINE IS ACID ROOM 15ft X 15ft YELLOW OUTLINE IS CHLORINE ROOM 27ft x27ft. CHLORINE ROOM ALSO HOUSES BACKWASH FILTERS AND HEATERS 35 � _ . « ��. - • : .\<\ SODIUM H 2:LOWE. > \ t \ 36 L£ yva 4 � � y 2�Q� �¢ F; p RN i w d f E c.,y r ' ATTACHMENT "A" IFB 19-04 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER *NOTE: THIS FORM MUST BE COMPLETED AND INCLUDED WITH YOUR BID* * SIGNATURE AUTHORIZATION NAME OF COMPANY(BIDDER): BUSINESS ADDRESS: TELEPHONE: CELL PHONE: FAX: CONTACT PERSON: EMAIL ADDRESS: A. I hereby certify that I have the authority to submit this Bid to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my Bid. PRINTED NAME AND TITLE SIGNATURE AND DATE B. The following information relates to the legal Bidder listed above, whether an individual or a company. Place check marks as appropriate: 1. If successful, the contract language should refer to me/my company as: An individual; A partnership, Partners' names: A company; A corporation If a corporation, organized in the state of: My tax identification number is: Please check below IF your firm qualifies as a Local Business as defined in the IFB: A Local Business (licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this document. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this IFB is required by including the acknowledgment with your bid. Failure to acknowledge the Addenda issued may result in your bid being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s) # is/are hereby acknowledged. LATE BIDS WILL NOT BE ACCEPTED 7 NO EXCEPTIONS! 38 ATTACHMENT "B" *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR BID CITY OF PALM SPRINGS, CA CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer-or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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. Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant 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 (Le., 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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. NAME OF CONSULTANTNENDOR: NAME and TITLE of Authorized Representative: (Print) Signature and Date of Authorized Representative: (Sign) (Date) 39 ATTACHMENT "C" CITY OF PALM SPRINGS . PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Who Must File? Applicants that are NOT a natural person or group of.natural people that will be identified on the application, and seek a City approval. determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following: (1) the owner/investor and the official have done business together during the year prior to the application; (2) the official has earned income from the owner/investor during the year prior to the filing of the application; (3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application, or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor's interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). 40, Note:(1)only trusts or other organizations that are not the fiduciaries, (2)if a second entity that is not a natural person serves the applicant entity(e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or failure to report information required to be reported may subject you to administrative action by the City. *There are some additional supplementary instructions with an example following the form should you need further clarification. 41 F ppLM gA ¢, PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM C4411:0 1. Name of Entity 2. Address of Entity (Principle Place of Business) 3. Local or California Address (if different than #2) 4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California?❑Yes ❑ No 5. Type of Entity ❑Corporation ❑Limited Liability Company ❑Partnership ❑Trust ❑Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: if any response is not a natural person, please identify a# officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ❑Officer ❑ Director ❑ Member ❑ Manager [name] ❑General Partner ❑Limited Partner ❑Other ❑Officer ❑ Director ❑Member ❑ Manager [name] ❑General Partner ❑ Limited Partner ❑Other ❑Officer ❑ Director ❑Member ❑ Manager [name] ❑General Partner ❑Limited Partner ❑Other 42 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE JANE DOE 50%ABC COMPANY, Inc. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date 43 City of Palm Springs, CA. Business Disclosure Supplementary Instructions- In an effort to ensure we capture the required business entity information in accordance with the attached instructions, we provide you these supplementary instructions to clearly identify the required information, and the format the information should be provided. If you, as the applicant, are a business entity (i.e. a corporation or limited liability company), and it is also comprised of other business entities as its members or having a financial interest, all other such business entities must also be disclosed, including those entities other business entities, if any. Ultimately, the City's disclosure document (attached)requires a listing identifying all natural persons having any financial interest over 5% of the business entities (and any other business entities comprising your business entity). As an example, Applicant is: Acme Brothers, Inc., a California corporation, whose officers are: John Doe, Jill Doe, and Jay Doe, which is owned 50% by Acme Brothers, LLC, a California limited liability company, and John Doe (25% interest) and Jill Doe (25% interest). Acme Brothers, LLC, is managed by Acme Brothers 2, Inc., a California corporation, whose officers are: George Doe, Bill Doe, and Jane Doe, which is owned 100% by Acme Brothers 2, LLC, a California limited liability company, which is managed by George,Doe, with George Doe and Jane Doe having 50% interest each. The full business entity disclosure in this example would resemble the following: 1. Acme Brothers, Inc., a California corporation a. Officers: John Doe, Jill Doe, and Jay Doe b. Ownership: i. 50% Acme Brothers, LLC, a California limited liability company ii. 25% John Doe iii. 25% Jill Doe 2. Acme Brothers, LLC, a California limited liability company a. Managers: Acme Brothers 2, Inc., a California corporation b. Ownership: 100% Acme Brothers 2, Inc., a California corporation 3. Acme Brothers 2, Inc., a California corporation a. Officers: George Doe, Bill Doe, and Jane Doe b. Ownership: 100% Acme Brothers 2, LLC, a California limited liability company 4. Acme Brothers 2, LLC, a California limited liability company a. Managers: George Doe b. Ownership: i. 50% 44 BID SCHEDULE/PRICING PAGES(IFB 19-04) PROVIDE POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER DUE: WEDNESDAY, MAY 15, 2019 AT 3:00 P.M. LOCAL TIME Bidders' signed bid and written acceptance by the City shall constitute an agreement and has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this invitation. All prices shall be F.O.B., Palm Springs, California. Sales tax shall be shown as a separate line item at the rate of 9.25%. Responding to an Invitation For Bids to provide Pool Chemicals for the Palm Springs Swim Center, the undersigned bidder agrees to provide Hydrochloric Acid 15%and Sodium Hypochlorite 12.5%in accordance with the specifications herein. I/W E propose and agree to furnish and deliver as described herein and accept as full payment the following amount: Chemicals $ Per Est.Gallon Per Gallon Year Estimated Year Total Hydrochloric Acid 15% $ X 5,260 al/ r = $ Sodium Hypochlorite 12.5% $ X 24,750 gal/yr - $ Applicable Tax at 9.25% $ Annual Grand Total "When discrepancies occur between unit prices and extended amounts the unit prices shall govern. ESTIMATED TOTAL FOR 1 YEAR TERM: (in figures) (in words): dollars THIS IS A UNIT PRICE CONTRACT. PRICING FOR INITIAL 1 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial first (1) year of the Agreement term, the Unit Pricing shall remain fixed. For optional years 2, and 3 vendor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Rive rside/S B/Ontario region for the prior 12 month period effective on the-anniversary date. Optional renewal years 2 and 3, plus any associated CPI increase, are at the mutual consent of the City and the Vendor. Delivery/Schedule for Performance: The bidder must indicate on this Bid Proposal page the time required for delivery, in number of calendar days, after receipt of order (ARO). Delivery may be a factor in award of bid and may be cause for rejection, as determined by the City. The work and/or services to be performed by Vendor pursuant to the purchase order shall be completed by Vendor within time required for delivery indicated below, unless City approves in writing a revised delivery schedule. 45 It is understood and agreed that this bid may not be withdrawn for a period of ninety (90) days from the date of opening thereof, and at no time in the case of the Successful Bidder. (Signatures): Name of firm submitting bid Authorized signature Printed name Title 46 CITY OF PALM SPRINGS, CALIFORNIA INVITATION FOR BIDS NO. 19-04 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER AFFIDAVIT OF NON-COLLUSION STATE OF CALIFORNIA ) SS COUNTY OF RIVERSIDE ) The undersigned, being first duly sworn, deposes and says that he or she is Of , the party making the foregoing bid. That the bid is not made in the interests of, or on the behalf of, any undisclosed person, partnership company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a, sham bid, or that anyone shall refrain from bidding;that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead,,profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid,- and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or any other member or agent thereof to effectuate a collusive or sham bid. By: Title Subscribed and sworn to before me this day of , 20_ Notary Public in and for said County and State FIDAVI.FRM 47 r CITY OF PALM SPRINGS POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER IFB 19-04 Information Required of Bidder NO BID WILL BE CONSIDERED UNLESS THIS DOCUMENT IS COMPLETED IN FULL. ALL APPLICABLE ITEMS MUST BE FILLED OUT. Bidder is required to supply the following: 1. Vendor/Firm Name and Address 2. Name and Title of person authorized to execute a contract for the firm: 3. Telephone Number: (FAX) 4. E-mail address: 5. Type of Firm: _Individual _Partnership _Corporation _Other 6. Corporation organized under the laws of the State of 7. Business License No. Expiration Date: 8. List at least five (5) current contracts/references which are similar to the requirements in this IFB. Contract$ Contract Account Name & Address Contact Person Amount Term & Phone Number, a. b. C. d. e. 9. . List the name, title, and telephone of the person (Manager or Supervisor) who will supervise full- time the work of this Contract for your firm: 48 10. Number of years in this type of business: (USE THE SPACE BELOW AND ADDITIONAL PAGES IF NECESSARY) 49 EXHIBIT"C" VENDOR'S PROPOSAL ATTACHMENT'A" tFB 19-04 POOL CHEMICALS FOR PALL SPRINGS SWIM CENTER *SIGNATURE AUTHORIZATION NAME OF COMPANY(BIDDER)_ WatesNne Technologies Inc BUSINESS ADDRESS:$2.570 Melanie Mace palm Desert,GA 92211 TELEPHONE:M-674-0m CELL PHONE: FAX ZGM74-0962 CONTACT PERSON:Greg Babbitt EMAIL ADDRESS:gbabbitt@waterAnetechcom A. 1 hereby certify that I have the authority to submit this Bid to the City of Palm Springs for the above listed individual or company. I certify that I have the authority to bind myself/this company in a contract should I be successful in my Bid. Thomas Kerrey GM PRINTED NAME AND TITLE P+- y SIGNAT E AND DATE B. The following information relates to the legal Bidder listed above,whether an individual or a company. Place check marks as appropriate: 1. If successful,the contract language should refer to me/my company as: An individual; A partnership, Partners'names: A company: x A corporation If a corporation,organized in the state of:California My tax Identification number is: 9s-1924978 Please check below IF your firm qualifies as a Local Business as defined in the lFB: x A Local Business(licensed within the jurisdiction of the Coachella Valley). Copy of current business license is required to be attached to this document. ADDENDA ACKNOWLEDGMENT: Acknowledgment of Receipt of any Addenda issued by the City for this IFB is required by including the acknowledgment with your bid. Failure to acknowledge the Addenda issued may result in your bid being deemed non-responsive. In the space provided below, please acknowledge receipt of each Addenda: Addendum(s)# islare hereby acknowledged, LATE BIBS WILL NOT BE ACCEPTED—NO EXCEPTIONSI 50 ATTACHMENT$41311 *THIS FORM MUST BE COMPLETED AND SUBMITTED WITH YOUR BID CITY OF PALM SPRINGS, CA I - CONFLICT OF INTEREST AND NON-DISCRIMINATION CERTIFICATION Conflict of Interest. Consultant acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Consultant enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Consultant warrants that Consultant 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, Covenant Against Discrimination. In connection with its performance under this Agreement, Consultant 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 (ke,, 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"). Consultant 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, Consultant certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Consultant 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 Consultant 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. NAME OF CONSULTANTIVENDOR: Waterline Technologies Inc NAME and TITLE of Authorized Representative: (Print) Thomas Berrey GM Signature and Date of Authorized Representative: (Sign) (Date) 51 ATTACHNIENT"C" CITY OF PALM SPRINGS PUBLIC INTEGRITY DISCLOSURE (INSTRUCTIONS FOR APPLICANTS) Who Must File? Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City's board or commissions. Why Must I File? The City of Palm Springs Public Integrity Ordinance advances transparency In municipal government and assists public officials in avoiding conflicts of interest, The City's Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City's interest in ensuring that companies (and other legal entities that are not natural people)doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person,with an ownership interest worth two thousand dollars($2,000)or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney. Ate: A material financial relationship is a relationship between someone who is an ownerfinvestor in the applicant entity and a voting official (or the City Manager or City Attomey), which relationship includes any of the following: (1) the owneffinvestor and the offlcial have done business together during the year prior to the application; (2) the oft ial has earned income from the ownerlinvestor during the year prior to the ni ing of the application; - (3) the ownerfinvestor has given the official gifts worth fifty dollars($50)or more during the year prior to the filing of the application, or (4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the ownerAnvestoes interest in the applicant entity, in relation to the application's outcome. When Must I File? You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed. What Must I Disclose? A. The names of all natural persons who are officers, directors, members, managers,trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.). 52 RO—te-*(1)only trusts or other organizations that are not the fiduclaries, (2)if a second entity that is not a natural person serves the applicant entity fe.g., as a member of an applicant LLQ, then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed). S. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected cted or appointed City official who will vote on the applicant's application, or with the City Manager or City Attorney. PENALTIES Falsification of information or1failure to report information required to be reported may subject you to administrative action by the City. *There are some additional supplementary Instructions with an example following the form should you need further clarification. 53 PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity Waterline Technologies Inc 2. Address of Entity(Principle Place of Business) 620 Santiago Street Santa Ana, CA 92701 3. Local or California Address(if different than#2) 42-570 Melanie Place Palm Desert , CA 92211 4. State where Entity Is Registered with Secretary of State OA t I A%O-tj of If other than California, is the Entity also registered in California? Yes ❑No 5, Type of Entity Corporation F1 Limited Liability Company ]Partnership []Trust F1 Other(please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: if any response is not a natural person, please identify all officers, directors, members,managers and other fiduciaries for the member,manager, trust or other entity Kirk Buttermore - PRESIDENT [0 Officer F1 Director 0 Member []Manager [name] General Partner 0 Limited Partner []Other Omar Lopez - Branch Manager n Officer []Director E]Member E]Manager [name] Palm Desert Branch ❑General Partner 0 Limited Partner 0 Other Greg Babbitt - Palm Desert Branch El Officer El Director n Member ❑Manager [name] E]General Partner []Limited Partner 0 Other Sales Rep 54 7. Owners/investors with a 5%beneficial interest In the Applicant Entity or a related entity EXAMPLE JANE DOE 50%ABC COMPANY, Inc. [name of owner/investor] (percentage of beneficial Interest in entity Kirk Buttermore - PRESIDENT and name of entity) 100% A. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] B. (name of owner/investor) [percentage of beneficial Interest In entity and name of entity] C. [name of ownerlinvestor] [percentage of beneficial interest In entity and name of entity] D. [name of ownerlinvestor] [percentage of beneficial interest in entity and name of entity] E. (name of ownerlinvestor) [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name,Title Date 9A 55 BID SCHEDULEWRICING PAGES(IFB 19-04) PROVIDE POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER Bidders' signed bid and written acceptance by the City shad constitute an agreement and has hereby agreed to all the terms and conditions set forth in all of the sheets which make up this invitation, All prices shall be F.O.B., Palm Springs, California. Sales tax shall be shown as a separate line item at the rate of 9.25%. Responding to an Invitation For Bids to provide Pool Chemicals for the Palm Springs Swim Center,the undersigned Kidder agrees to provide Hydrochloric Acid 15%and Sodium Hypoc hlorite 12,5%in accordance with the specifications herein, IME propose and agree to furnish and deliver as described herein and accept as full payment the following amount.: Chemicals $Per Est.Galion Per Estimated year Total Gallon Year Hydrochloric Acid 1 V% to •' X 5,250 al/ r = �, •+ ► Sodium Hypochlorite 12.5% $ , . X 24,750 gallyr s ;L9.9, '-5c) Applicable Tax at 9.25°fo �. °�; $ Grant! Annual Total $ "When discrepancies occur between unit prices and extended amounts the unit prices shall govern, ESTIMATED TOTAL FOR I YEAR TERRA: (in figures) (in words); t Y o 04c ID; f0( dollars THIS IS A UNIT PRICE CONTRACT, PRICING FOR INITIAL 1 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial first(1)year of the Agreement term,the Unit Pricing shall remain fixed. For optional years 2, and 3 vendor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index(CPI)for the LAIRiverside/Anaheim region for the prior 12 month period effective on the anniversary date. Optional renewal years 2 and 3, plus any associated CPI increase,are at the mutual consent of the City and the Vendor. Delivery/Schedule forPerformance: The bidder must indicate on this Bid Proposal page the time required for delivery, in number of calendar days, after receipt of carder(ARO). Delivery may be a factor in award of bid and may be cause for rejection, as determined by the City. The work and/or services to be performed by Vendor pursuant to the purchase order shall be completed by Vendor within time required for delivery indicated below, unless City approves in writing a revised delivery schedule, 56 It is understood and agreed that this bid may not be withdrawn fora period of ninety(90)days from the date of opening thereof, and at no time in the case of the Successful Bidder. (Signatures): Name of firm submitting bid Waterline Technologies Inc Authorized signature Printed name Thomas R Berrey U Title GM 57 CITY OF PALM SPRINGS,CALIFORNIA INVITATION FOR BIDS NO. 19-04 POOL CHEMICALS FOR PALM SPRINGS SWIM CENTER AFFIDAVIT OF KQN-CQLLUSIGN STATE OF CALIFORNIA ) ) SS COUNTY OF RIVERSIDE ) The undqsigned, being first duly sworn, deposes and says that he or she is of WprRk'7ZtlaCr lit:�lttStltfifalE the party making. the foregoing bid. That the bid is not made in the interests of, or on the behalf of, any undisclosed person, partnership company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or Indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded,conspired, connived, or agreed with any bidder or anyone else to put in a, sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder,or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and,further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, bid depository, or any other member or agent thereof to effectuate a collusive or sham bid. TitleJA ' •M . Subscribed and sworn to before me this 1 day of 20 Notary Public jd for said County and State FIDAM.FRM E 9Rt� c Na 2238180 >� �atartr Puatic.cntlFdaau BAJtN6E tlNH 2$ ! w.wb.aw, MA RCH .2424 *IP4 Revised:113t118 28 720bG9.! 58 CITY OF PALllo'I SPRINGS POOL CHEMICALS FOR PALM SPRINGS StI M CENTER IFFY 19-04 InforMation Reouired of Bidden NO BID WILL BE CONSIDERED UNLESS THIS DOCUMENT IS COMPLETED lld FULL ALL APPLICABLE ITEMS MUST BE EILLED OUT. Bidder is required to supply the following: 1. Vendor/Firm Name and Address Waterline Technol2gies Inc 620 Santiago Street Santa Ana CA 92701 2. Dame and Title of person authorized to execute a contract for the firm: Thomas R Berre 3. Telephone ]dumber, 714-564-9100 (FAX) 714-564-9700 4. E-mail address: therre waterlinetech.com 5. Type of Firm: Individual —Partnership 2 Corporation -,-,Other 6. Corporation organized under the laws of the State of California 7. Business License No. 2016-022084 Expiration Date: - 43- 8. List at least five(5) current contractslreferences which are similar to the requirements in this IFB. Contract Contract Account Name&Address Contact Person Amount Term &Phone Number a. $50,000 1 Year desert Sands USD Randall Corwin 47950 Dune Palms Rd. La Qdinta 760 771-8571 b. $40,500 5 Year City of Fontana Brian Clements 8353 Sierra Ave. Fontana purchasing@fontana.org c, $75,000 1 year Hemet USD Saleski !ka 2085 W Acacia Ave Hemet 951-765-5100 ext 5220 d. $109,230 1 Year City of Palm Desert -Johnny Terfehr 73-510 Fred Waring Dive Palm Desert 760-776-6446 e. $21,000 1 Year Cal State San Bernardino Paul Bird San Bernardino, CA 909-537-5957 59 9. List the name title, and telephone of the person (Manager or Supervisor)who will supervise full-time the work of this Contract for your firm-, Omar Lopez - Branch, Manager 760-674-0995 Palm Qesert Greg Babbitt Sales rep Palm Desert - 760-562-1756 10. dumber of years in this type of business: 57 (USE THE SPACE BELOW AND ADDITIONAL PACES IF NECESSARY) 60 �% =+ ,?',•`.'�'' ty�' '" .�,. .vmL.° P,.. `°�`�x.t.,�Za; r.-mot.+€'',• ` «7.dG p�lFy�n. ' aI I I QE PL M 0 ESERI License ember: 203 a220A A. 73-510 Fred Waring Drive Expiration Hate; 3l 1/20 a Palm Desert, CA 92260 760.346,0611 BUSINESS LICENSE BUSINESS TAG N ■ 9: . PSOC 122711228 ORANGELATE- BUSINESS LOCATION: CER"TIFIC"' °? } 42570 MELANIE PL NOT TRANSFERABLE ��# PALM DESERT, CA 92211 SWIMMING POOL SUPPLIES BUSINESS OWNER: . ... PSOC [° 42570 MELANIE PL a u PALM D E 2211 'the p"shown Is gmnied this eerhficote pursvont io itcense and Pem'R ftvilior►s of the Municipal Cade.This is not on ' endomemenl of the oclivity.not cerliftcotion of Compgtrnce. =+7 /\^h�.rt 1'�5.� ��YY g i.'a w` YrsJ 'Y rn.��'�{�i >'•'+.yp a �• � d"+�} ^"l,.a�. ( ��'�'�� {w J ( � ~.`�jy�Y T� 4 •* t+r.�f �( _ F �`3 .. 9 z Y �"�� t}�g,pl Y $YY ?.r ; el R � S' �°°� �M�jr.�, � ♦ a h`^_4,5.-._=,_�,-.w•�a...+, F�,. q�.+�"�^ff'".1i°r°`1 g.,'« ?:t`.*.. 3« -+-.�"C...,.Xt"�C$. 4?`,1 � F, � ` • �art WF "d2 r°�v wT Cb ti 4 ti. CITY OF SANTA ANA BUSINESS TAX SECTION(IM-15) 20 CIVIC CENTER PLAZA,FIR ST FLOOR,P.O.BOX 1964,SANTAANA,CA 92702(714)647-5447 CITY OF SANTA ANA BUSINESS LICENSE TAX RECEIPT USINESS TAX NUMOM8: 72244 TAX PERIOD: 411/2019-3r3112020 USINESS NAM POOL SUPPLY OF ORANC�COUNTY AMOUNT PAID; $4,9A_00 LIMNESS ADDRESS: M 1Y SANTIAGO ST SANTAANA,CAS2701 DATE PAM: 03127MI9 MER NAME: SUTTE.RmORE,KIRK THIS IS NOT A BILL ATTACHED BELOW IS YOUR CITY OF SANTA ANA BUSINESS LICENSE TAX RECEIPT PLEASE DETACH AND POST IN A CONSPICUOUS LOCATION (SEE REVERSE SIDE OF BUSINESS LICENSE TAX RECEIPT FOR POSTING REQUIREMENTS) CITY OF SANTA ANA BUSINESS LICENSE TAX RECEIPT • This business license tax account is void upon sale or transfer of a business • Every business is respaAsilote for the annual renewal of thee business license tax account • it is the responsibility of the appi n5licerpsee to ersuie that the business=npiies with all applicable City codes,City zoning ordinances and all Local,State and Federal Laws. • Contact IN Business License Tax Office at(714)647-5447 prior to any of the foltumi;changes: • Name change Location Change • OwnerAip or reprasentallive change • Business acWly change • The business license W receipt must be displayed at the place of business.See reverse site for posting requirounts. See-21-18.-No required permits waived. The business license Issued pursuant to the provisions of this Chapter (Santa Ana Muntpal Coda (SANIC) Chapter 21) constitutes a receipt for the license fee paid and shall have no other legal offecL A business license Is a requirement, not a parrnit, to transact and carry an any business activity within the city, The business license tax receipt is evidence only of the fact(hat such tax has bow paid. Neither The payment of the tax nor the possession of the business lax receipt authorizes,permits crallows the doing al'any act rWch the person paying or holding the same would not otherwise be entitled to do;and any per it,fanse, variance or other InstruawIt,of approval or evidence that any cordtons exist as required by any ottw Section of this Code (SAMC)of by any statute or code provisions of the state must first be obla"ned or complied Win before the ftg of any act or thing for whii:h it is recidred, (Ord, No.NS-1922,§1,7.2207) The person,firm or corporal',on named Nlwv has bean issued this business beense tax receipt puisuarV to the provisions of the City Business U000se Tax Cede (SAMC Chapter 21), Issuance of this receipt for the business license tax paid shelf h3V no other lagal effect(SAMC Sec.21.18) and is not an endoxsemenL nor certification el compliance wilh other ordinances or laws. it Is the responsibility of the applicantillcensee to ensure that the business Is operated In compliance wilin the ]am, ordinances and regulations that are now or may hereafter be to force by the 'United States Government State of California, and the Cityof Santa Ana pertaining to such business. In the event it Is determined that the applicantRicensee fraudulently applied for or renewed this business license tax account, the account may be suspended or revoked. This business r,cense lax account is nontransferable. Please note that 4 is your responsJbifity to rertew and update INS li Mese annually, CITY OF SANTA ANA-TREASURY U-15 THIS UCENSE MUST BE DISPLAYED AT THE PLACE OF BUSINESS STAXW 20 CIVIC MOM PLAZA-PO BOX 196A SMITA ANA,CALIFORMA 92702 TAXPERVI), 411122019.1t MI120 PHONE(714)647-5447 BUS NUS TYPE; GROSS MISC.RETAIL-SCKD 3 OUSIN ESS ADDRESS: H2O N SJUM60 SIT SAWA ANA,CA 92701 GUSNESSfAUL� POOL SUPPLY OF ORANGE COUNTY POOL SUPPLY OF ORMIGE COUNTY MTERLM TECHNOLOGIES IRC 620 11 SANTIAGO AVE. EXPIRATION DATE: OM112020 SANTA ANA,CA9210i 63 s1tiN'rA.�ttA CAI, t5�3►3q� MAW i3h�A Cif r s2trs7tPi7Ml5Cl"dBM1 ff$LrniSHL�SNt F{siG CA{32?Ql PALM b�t6�1tF.+P.I1•��'�,�t vF.S}ig1AbRNY1f- �4N461ft15W6L. 'tfitl�t(�WAC. .r8'�,97�a 76pQ7d.�J5 [4i.0!$}ICON6 t�i.�7Mf4. -ttkfl6SAlG :4i0atU'$pOr1 . May 16,2019 City of palm Springs 3200 E.Tahquitz Way Palm Springs,CA 92262 Subject: IFB 39-44 Please be advised that our bid pricing we submitted does include mill taxes.We include the mill tax in ' our pricing to the city. our chemical comes from our supplier Olin Chlor.The mill tax is part of our cost with them and does not need to be passed along to our customers. If you have any questions please let me know. Thank you; 5" Tom Berrey,GM 64 EXHIBIT"D" SCHEDULE OF COMPENSATION Chemicals $ Per Est.Gallon Per Estimated Year Total Gallon Year Hydrochloric Acid 15% $ 2.35 X 5,260 al/ r = $ 12,361.00 Sodium Hypochlorite 12.5% $ 1.21 X 24,750 gal/yr = $ 29,947.50 Applicable Tax at 9.25% $ 3,913.54 Annual Grand Total $ 46,222.04 "When discrepancies occur between unit prices and extended amounts the unit prices shall govern. ESTIMATED TOTAL FOR 1 YEAR TERM: (in figures) $. 46,222.04 (in words): Forty Six Thousand Two Hundred Twenty Two and 041100 dollars THIS IS A UNIT PRICE CONTRACT. PRICING FOR INITIAL 1 YEAR TERM AND CPI ADJUSTMENTS FOR OPTIONAL RENEWALS: For the initial first (1) year of the Agreement term, the Unit Pricing shall remain fixed. For optional years 2, and 3 vendor may request a price adjustment not to exceed the Bureau of Labor Statistic's Consumer Price Index (CPI) for the Riverside/SB/Ontario region for the prior 12 month period effective on the anniversary. date. Optional renewal years 2 and 3, plus any associated CPI increase, are at the mutual consent of the City and the Vendor. Delivery/Schedule for Performance: The bidder must indicate on this Bid Proposal page the time required for delivery, in number of calendar days, after receipt of order (ARO). Delivery may be a factor in award of bid and may be cause for rejection, as determined by the City. The work and/or services to be performed by Vendor pursuant to the purchase order shall be completed by Vendor within time required for delivery indicated below, unless City approves in writing a revised delivery schedule. 65 EXHIBIT"E" SCHEDULE OF PERFORMANCE Vendor to supply and deliver Hydrochloric Acid 15%and Sodium Hypochlorite 12.5%chemicals on a monthly basis as needed. The vendor shall furnish all chemicals, labor, necessary equipment, and any tools required to perform the services to deliver said pool chemicals as set forth in this specification and in keeping with the highest standards of quality and performance. Work will be executed under the direction of the Parks Maintenance Supervisor Kenneth Kershaw on an as needed basis depending on the quantities needed for each delivery. 66 A MA A6 ROR (LD 111 L' CERTIFICATE OF LIABIUTY INSURANC ORTE IYM OO YYYI 07n812023 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. N the certificate holder is An ADDITIONAL INSURED, the policyfes) oust have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subjecl to the terms and Conditions of the policy, certain Policies may reciuire an endorsement. A staterrAnt On this ca lilicate does not corder rito the certificate ho ter in Neu of such endorsement(SI. PRODUCER FEDERATED MUTUAL INSURANCE COMPANY HOME OFFICE: P.O. BOX 328 CT NAME CLIENT CONTACT CENTER PHONE FA% ?Arc, NR. En1: 888-3334949 IAA:. Non: S074464654 "BASES, CLI ENTCONTACTCENTER FEDINS.CDM OWATONNA, MN 559B0 INWRERSA MINOGOVERAOE NRID INSURER A:FEDERATED MUTUAL INSURANCE COMPANY 13935 INSURED 308-577-6 INSURER 9: INSURER C: WATERLINE TECHNOLOGIES INC 620 N SANTIAGO ST SANTA ANA. CA 92701,1942 INSURER IN INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: 220 REVISION NUMBER: 0 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. TYPE OF ASSURANCE AOD Y POUCY NUMBER EFP YE LIMITS MERCLYOENEIIKLWIIITY CIMMSIIADE OCCUR Y 0623485 08/15/2023 08/15Y2024 EACH OCCURRENCE $1.000,000 MAcm ENrED PREMISES MED EXP I". Fenoel $10D000 EXCLUDED ZWRIAMREGATEUNET�Snw. PERSOxA aAm, INIuar 1000000 CY LCC ER: GENERATE 12.000.000 PRODUCTS E OOMPIOP AGO $2,000,000 AWNEoAurosONLY�ALROS ABT CI®IXEDYY0623485 NYAUTD KY glREAUTOSONLYED D9/1512023 08/152024D $1,000,000 PROPERTY DAMAGE A X UMBRELULAB EXCESSLIAB XDDOIR tlAMS. N N 0623486 08/15/2023 087152024 EACH OCCURRENCE $10,000.000 AooREoArE 210,W0,000 DED RETENTION WORKERS COMPENSATNNI AM EMPLOYERS' LIABILITY ANY PROPRIETORWARTNEW EXECUTIVE ONIcERIMEMDER EXCLUDED? (MA?mt., In NN) N An. MX+. u DESCRIPTION W OPERATIONS MNN N/A PER STATUTE TITTER El EACH ACCIDENT E.L DISEASE EAEMPWYEE E DISEASE POLICYUMm DESCRIPTION W OPERATIONS I LOCARONS I VEHICLES (ACORD An. AYrNNI RNnw1u. edN4uM, maT W aASdNd it NNP MaY is r Nli SEE ATTACHED PACE CERTIFICATE HOLDER CANCELLATION CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY PALM SPRINGS, CA 92262-SM 221) 0I SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS MIl?Ip1ILEO xEPRESExTATIVE fill 0 1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016A13) The ACORD name and logo are registered marks of ACORD RECEIVED JUL 2 6 2023 City HBII Reception Desk v AGENCY CUSTOMER ID: 308-577$ q LOC T t ADDITIONAL REMARKS SCHEDULE Pape 7 of I OGERCV NAMED INSURED FEDERATED MUTUAL INSURANCE COMPANY WATERLINE TECHNOLOGIES INC 620 N SANTIAGO ST roucr nuNeEa SANTA ANA, CA 92701-3942 SEE CERTIFICATE # 220.0 nAPo11ER nac woE Em=w twom SEE CERTIFICATE # 220.0 SEE CERTIFICATE # 220.0 ww/,�,VIY\L R�INnRi THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF I IABIITY INSURANCE AND MON-CONTRIBUTORY OVER ANY INSURANCE OR SELF-INSURAILE THE CITY MAY RAVE. 9ILITY CONTAINS A WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBMOGATIONI OUSIMEs AUTO LIABILITY CONTAINS A WAIVER OF SUBROGATION IN FAVOR OF THE CERTIFICATE HOLDER SUBJECT TO THE CONDITIONS OF THE BLAN(ET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ENDORSEMENT. FOR REASONS OTHER THAN NON-PAYMENT OF PREMIUM, 30 DAYS NOTICE WILL BE PROVIDED TO THE CERTIFICATE HOLDER IN THE EVENT THAT THE ISSUING COMPANY CANCELS THE POLICY BEFORE THE EXPIRATION DATE OF THE POLICY. FOR NU( -PAYMENT OF PREMIUM, 10 DAYS NOTICE WILL BE PROVIDED TO THE CERTIFICATE HOLDER IN THE EVENT THAT THE ISSUING COMPANY CANCELS THE POLICY BEFORE THE EXPIRATION DATE OF THE POLICY. ACORD 101 (2000101) 4 20018 ACORD CORPORATION. All rights reserved. The ACORD name and IogO are registered marts of ACORD COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance - Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". © Insurance Services Office, Inc., 2016 Page 1 of 1 CA 04 49 11 16 Policy Number. 0623485 Transaction Effective Date: 08/15/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. WHO IS AN INSURED for "bodily injury" and "property damage" liability is amended to include: Any person or organization other than a joint venture, for which you have agreed by written contract to procure bodily injury or property damage "auto" liability insurance arising out of operation of a covered "auto" with your permission. However, this additional insurance does not apply to: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own. (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. B. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any insured, or to procure insurance. C. The limits of insurance applicable to such insurance shall be the lesser of the limits required by the agreement between the parties, or the limits provided by this policy. D. Additional exclusions. The insurance afforded to any person or organization as an insured under this endorsement does not apply: 1. To "loss" which occurs prior to the date of your contract with such person or organization; 2. To "loss" arising out of the sole negligence of any person or organization that would not be an insured except for this endorsement. 3. To "loss" for any leased or rented "auto" when the lessor or his or her agent takes possession of the leased or rented "auto" or the policy period ends, whichever occurs first. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA-F-127 (03-03) Policy Number: 0623485 Transaction Effective Date: 08/15/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. In the event of any payment for a loss under this Business Auto Coverage Part arising out of your ongoing operations, we agree to waive our rights under the TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US condition against any person or organization, its subsidiaries, directors, agents or employees, for which you have agreed by written contract, prior to the occurrence of any loss, to waive such rights, except when the payment results from the sole negligence of that person or organization, its subsidiaries, directors, agents or employees. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CA-F-128 (03-03) Policy Number: 0623485 Transaction Effective Date: 08/15/2023 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. © Insurance Services Office, Inc., 2018 CG 20 01 12 19 Policy Number 0623485 Page 1 of 1 Transaction Effective Date: 08/15/2023 COMMERCIAL GENERAL LIABILITY CG 20 33 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN A WRITTEN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II - Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications, or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. © Insurance Services Office, Inc., 2018 Page 1 of 2 CG 20 33 12 19 Policy Number: 0623485 Transaction Effective Date: 08/15/2023 2. "Bodily injury" or "property damage" occurring after. a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 CG 20 33 12 19 © Insurance Services Office, Inc., 2018 Policy Number: 0623485 Transaction Effective Date: 08/15/2023 COMMERCIAL GENERAL LIABILITY CG 24 53 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) - AUTOMATIC This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. © Insurance Services Office, Inc., 2018 Page 1 of 1 CG 24 53 12 19 Policy Number 0623485 Transaction Effective Date: 08/15/2023 308-577-6 220 #BWNDHBS &I001-01-0039 #XWXW0021 XXXXXXX5# CITY OF PALM SPRINGS 3200 E Tahquitz Canyon Way Palm Springs, CA 92262-6959