HomeMy WebLinkAboutA6835 - UNITED WAY OF THE DESERT FUNDING AGREEMENT
The United Way of the Desert
THIS FUNDING AGREEMENT ("Agreement") is made and entered into this 14th
day of June, 2016, by and between the City of Palm Springs, a California charter city
and municipal corporation, (herein "City"), and the United Way of the Desert, a
California non-profit corporation, (herein "Recipient").
RECITAL
A. The City and Recipient are mutually interested in the continued funding of
the United Way of the Desert programs to citizens in the Palm Springs community.
B. The Recipient has agreed to provide such services to the Palm Springs
community pursuant to the terms of this Agreement.
C. Based on its experience and reputation, the Recipient is qualified to
provide the services and desires to provide such services.
D. City desires to support the services of Recipient.
NOW, THEREFORE, in consideration of the promises and mutual agreements
contained herein, the parties hereto agree as follows:
AGREEMENT
1. SERVICES OF RECIPIENT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Recipient agrees to provide goods and services to citizens in the Palm
Springs community ("Services"), as shown in Exhibit A attached hereto and
incorporated herein by this reference.
1.2 Compliance with Law. All services rendered under this Agreement shall
be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and
regulations of City and any federal, state, or local governmental agency of competent
jurisdiction.
1.3 Licenses and Permits. Recipient shall obtain at its sole cost and
expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by this Agreement.
1.4 Promotional Literature. In the event Recipient distributes promotional
literature advertising the Services, City shall be acknowledged as a sponsor of the
Services.
1.5 Volunteer Coordination. To the extent reasonable, if requested by City,
Recipient agrees to notify its employees, members and volunteers of opportunities to
volunteer at City events.
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2. COMPENSATION OF RECIPIENT
2.1 Compensation of Recipient. City agrees to provide Recipient with
funding in an amount not to exceed Five Thousand dollars ($5,000.00) to be used for
providing the Services.
2.2 Method of Payment. City will provide Recipient with funding within thirty
(30) days of receipt of an invoice from Recipient.
2.3 Changes. In the event any change or changes to the Services is
requested by City, the parties hereto shall execute a written amendment to this
Agreement, setting forth with particularity all terms of such amendment, including, but
not limited to, any additional funding.
3. PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
3.2 Schedule of Performance. Recipient shall complete the Services no
later than January 24, 2016. Any remaining unused funds after June 30, 2016 shall be
returned to City.
3.3 Force Maieure. The time for performance of services to be rendered
pursuant to this Agreement may be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of
Recipient, including, but not limited to, acts of God or of a public enemy, acts of the
government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes,
freight embargoes, and unusually severe weather if Recipient shall within ten (10) days
of the commencement of such condition notify the Contract Officer who shall thereupon
ascertain the facts and the extent of any necessary delay, and extend the time for
performing the services for the period of the enforced delay when and if in the Contract
Officer's judgment such delay is justified, and the Contract Officer's determination shall
be final and conclusive upon the parties to this Agreement.
3.4 Term. Unless earlier terminated in accordance with Section 8.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of twelve
months, commencing on July 1, 2015, and ending on June 30, 2016 unless extended by
mutual written agreement of the parties.
4. COORDINATION OF WORK
4.1 Representative of Recipient. The following principal of Recipient is
hereby designated as being the representative of Recipient authorized to act on its
behalf with respect to the Services specified herein and make all decisions in
connection therewith: Kristal Granados, Executive Director.
4.2 Contract Officer. The Contract Officer shall be the City Manager, or
his/her designee. Unless otherwise specified herein, any approval of the City required
hereunder shall mean the approval of the Contract Officer.
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4.3 Prohibition Against Subcontracting or Assignment. Recipient shall
not contract with any other individual or entity to perform in whole or in part the Services
required hereunder without the express written approval of City. In addition, neither this
Agreement nor any interest herein may be assigned or transferred, voluntarily or by
operation of law, without the prior written approval of City.
4.4 Independent Contractor. Neither City nor any of its employees shall
have any control over the manner, mode, or means by which Recipient, its agents or
employees, perform the services required herein, except as otherwise set forth herein.
Recipient shall perform all services required herein as an independent contractor of City
and shall not be an employee of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role;
however, City shall have the right to review Recipient's work product, result, and advice.
Recipient shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City.
5. INDEMNIFICATION.
To the fullest extent permitted by law, Recipient shall defend (at Recipient'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 (Recipient'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 Recipient, its officers, employees, representatives, and agents, which
Claims arise out of or are related to Recipient's negligence or willful misconduct in the
performance of this Agreement, but excluding such Claims arising from the 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 Recipient's indemnification obligation or
other liability hereunder.
6. RECORDS AND REPORTS
6.1 Reports. Recipient shall prepare and submit to the Contract Officer a
report concerning the performance of the Services required by this Agreement within
thirty (30) days of completion of the Services or upon expiration of this Agreement,
whichever occurs first.
6.2 Records. Recipient shall keep such books and records as shall be
necessary to properly perform the services required by this Agreement and 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.
6.3 Cost Records. Recipient shall maintain all books, documents, papers,
employee time sheets, accounting records, and other evidence pertaining to costs
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incurred while performing under this Agreement and shall make such materials
available at its offices at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment for inspection by City and copies thereof
shall be promptly furnished to City upon request.
7. ENFORCEMENT OF AGREEMENT
7.1 California Law. This Agreement shall be construed and interpreted both
as to validity and 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
Recipient covenants and agrees to submit to the personal jurisdiction of such court in
the event of such action.
7.2 Waiver. No delay or omission in the exercise of any right or remedy of a
non-defaulting party on any default shall impair such right or remedy or be construed as
a waiver. No consent or approval of City shall be deemed to waive or render
unnecessary City's consent to or approval of any subsequent act of Recipient. Any
waiver by either party of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of this Agreement.
7.3 Rights and Remedies are 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.
7.4 Legal Action. In addition to any other rights or remedies, either party
may take legal action, in law or in equity, to cure, correct, or remedy any default, to
recover damages for any default, to compel specific performance of this Agreement, to
obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the
purposes of this Agreement.
7.5 Termination Prior to Expiration of Term. City reserves the right to
terminate this Agreement at any time, with or without cause, upon thirty (30) days
written notice to Recipient, except that where termination is due to the fault of Recipient
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 receipt of
the notice of termination, Recipient shall immediately cease all services hereunder
except such as may be specifically approved by the Contract Officer. Recipient shall be
entitled to compensation for all services rendered prior to receipt of the notice of
termination and for any services authorized by the Contract Officer thereafter. Recipient
may terminate this Agreement, with or without cause, upon thirty (30) days written
notice to City.
8. CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION
8.1 Non-Liability of City Officers and Employees. No officer or employee
of City shall be personally liable to the Recipient, or any successor-in-interest, in the
event of any default or breach by City or for any amount which may become due to the
4
Recipient or its successor, or for breach of any obligation of the terms of this
Agreement.
8.2 Covenant Against Discrimination. Recipient covenants that, by and for
itself, its heirs, executors, assigns, and all persons claiming under or through them, that
there shall be no discrimination or segregation in the performance of or in connection
with this Agreement regarding any person or group of persons on account of race, color,
creed, religion, sex, marital status, disability, sexual orientation, national origin, or
ancestry.
8.3 Political Use/Lobbvina. Recipient covenants that the funds provided by
City pursuant to this Agreement will not be used for political advocacy or lobbying
purposes.
9. MISCELLANEOUS PROVISIONS
9.1 Notice. Any notice, demand, request, consent, approval, or
communication either party desires or is required to give to the other parry or any other
person shall be in writing and either served personally or sent by pre-paid, first-class
mail to the address set forth below. Either party may change its address by notifying
the other party of the change of address in writing. Notice shall be deemed
communicated seventy-two (72) hours from the time of mailing if mailed as provided in
this Section.
To City: City of Palm Springs
Attention: City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, California 92262-6959
To Recipient: United Way of the Desert
Kristal Granados, Executive Director
73-710 Fred Waring Dr., Ste 104
Palm Desert, California 92260
9.2 Integrated Agreement. This Agreement contains all of the agreements of
the parties and cannot be amended or modified except by written agreement.
9.3 Amendment. This Agreement may be amended at any time by the
mutual consent of the parties by an instrument in writing.
9.4 Severability. in the event that any one or more of the phrases,
sentences, clauses, paragraphs, or sections contained in this Agreement shall be
declared invalid or unenforceable by valid judgment or decree of a court of competent
jurisdiction, such invalidity or unenforceability shall not affect any of the remaining
phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be
interpreted to carry out the intent of the parties hereunder.
9.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
CITY OF PALM SPRINGS,
a municipal corporation
ATTEST:
//Bfj-
es Thompson, Chief of Staff/City David H. Ready, City ganager
Clerk C&f 291t01L
APPROVED AS TO FORM: APPROVED BY CITY MANAGER
hkt. 00io°� (ebb
By: i&4
Douglas . Holland, City Attorney
"RECIPIENT"
Kristal GraJnados, Executive Director
Date:
6
EXHIBIT "A"
Event Sponsorship Agreement:
The City will receive the following per this funding agreement:
Proceeds from this sponsorship will directly benefit The United Way of the Desert's
Community Impact Fund. TAX ID 95-2783993. United Way of the Desert will provide to
the City of Palm Springs the following benefits:
1. Media placement on UWOD website, Facebook and Twitter
2. Email blasts to data base of UWOD supporters
3. Links for registration on website and Facebook page
4. Special Press Release announcement of sponsorship to be sent to all local media
outlets and social media placement. UWOD to gain media support including KMIR
coverage.
5. Support of the event through staffing, event attendance and coordination assistance.
EXHIBIT "B"
Purchase Order 16-1082
BuySpeed Online Page 1 of 2
Purchase Order . PO Printed Date
05119/2016
�ypLM sp
�O T� CITY OF PALM SPRINGS
a Procurement&Contracting Division
3200 East Tahquitz Canyon Way.
" Palm Springs,CA 92262
US^w:. . _
CQtf/BR�,p..
yazK 00004224
United Way of the Desert PO Date: 0511912016
purchase Order Number
V KO Bo G 3210 s Buyer: Luz Pope 16-1082 : 0
E PO Box serf, Phone#: (760)322-8373
N Pdlm Desert,92255
- D US - FOB: F.O.B., Destination ALL PACKING SLIPS,INVOICES
O Email:kristal@uwdesert.org Terms: Net 30 AND CORRESPONDENCE
R Phone:(760)323-2737 .MUST REFERENCE THIS
Id:4386 FAX:(760)585-6926 NUMBER.
H 2700-Sustainability I ccounts Payable
I SSTN-City Sustainability L 200 E.Tahquitz Cn Way
P 200 E.Tahqultz Canyon Way 1 L aim Springs, tz anyo anyo
alm Springs,CA 92263 S
92263
T JS - T -
O _..._ _... __. . 0
Department Bid Number Requisition Delivery Date
Number
12700-Sustainability 12700-16-08432 0Days ARO
Item Class-Item Bid Req Line Quantity Unit Unit Total
Item# Item# Price
(963 - 30).2016 Mayor's Race Designation to the 12700-16-08432-1 1.0 EA-Each 5,000.00 $-000.0
United Way of the Desert.Approved by Mayor and City
Manager per Michele Mician.
1 Notes.
dicing per Invoice dated March 7,
016.Confirmin PO,
Fy Account Cot
Amount `
i6� 138-1270-58042 $5,000.00
Subtotal $5,00ao
Tax $0.00
rip-
A6M,7- (s$ d+1�eo G1y 1 j, C.M . Discount l $0.0
Tota $5,000.0
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FI OVED TE ENCUM E D
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PURCHASE ORDER TERMS AND CONDITIONS
1. Please Submit invoices in duplicate 4. Notify at Once if Order cannot be filled
2. Please submit separate invoices for each other 5. The city is not exempt from California sales tax.
http://wwwl.palmsprings-ca.gov/bso/share/report.sdo?i)oNbr=16-1082RTreINhr-n,. ,fonx7nr 511 Q/1)n1 A
BuySpeed Online Page 2 of 2
3. Show PO#on each carton label. 6. The city is exempt from Federal excise tax.
1. Acceptance: City reserves the right to refuse any goods and to cancel all or any part of the goods not conforming to applicable
specifications drawings,samples or descriptions Acceptance of any part of the order shall not bind City to accept future shipments,
nor deprive it of the right to return goods already accepted.
2. Late Deliveries: If delivery of the commodity or service cannot be made as speicified or sooner and at the price shown, notify the City
Purchasing Manager immediately.And correspondence,other than invoices, relating to this Order must be sent to the Purchasing
Manager,The City reserves the right to cancel order if delivery is not made by the time specified.
3. Risk of Loss:Delivery shall not be deemed to be complete until the goods have been actually received and accepted by the City.
4. Defects:By accepting this order Seller acknowledges that the goods covered by this order are satisfactory for the purposes intended
by City.
5. Prices:Unless otherwise provided,goods shall be furnished at the prices indicated on this order only. Invoices will be horored for
purchase order prices only. Price on the order include delivery to the Department within building unless otherwise specified on the
order.
6, Patent Infringement:Seller agrees to indemnity City and hold it harmless from and against all liability,loss,damage,and expense,
including reasonable counsel fees resulting from any actual or claimed trademark patent or copyright infringement, or any litigation
based thereon with respect to any part of the goods covered by the order, and such obligation shall survive acceptance of the goods
and payment therefore by the City.
7. Packing:All goods,wrappers and containers must bear markings and labels required by applicable federal,stale,and municipal laws
and regulations for the protection and safety of persons and property and Seller warrants that prices include all charges to packing,
crating,and transportation to f.o.b.point.
8. Nonassignment:This order must not be assigned or transferred to anyone without the written approval of the Purchasing Manager,
9. Labor Disputes:Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of the order,
Seller shall immediately give notice thereof to City.
10. HAZARDOUS MATERIAL:SELLER SHALL PROVIDE MATERIAL SAFTTY DATA SHEETS FOR EACH PRODUCT CONTAINING
HAZARDOUS SUBSTANCES AS LISTED BY CALIF. DIR.IND.REL. IN CALIF.ADM.CODE,TITLE 8,SEC 5194 AND LABOR
COSTS.Seller agrees to furish Material Safety Data Sheet(Form OSHA-20)as applicable for hazardous or potentially hazardous
products.
11. Discounts: Discount period will be computed from date of receipt of invoice,or goods or services whichever is the later date.
12. Hold harmless:seller agrees to indemnify,defend and save City and its agents and employees harmless from any and all liability,
claims,damages or injuries to any person, including injury to Sellers employees and all.claims which arise from or are connected with
the negligent performance of or failure to perform the work or other obligations of this agreement, or are caused or claim to be caused
by the negligent acts of Seller,its agents or employees,and all expenses of investigating and defending against same;provided,
however,that this indemnification and hold harmless shall not include any claim arising from the sole negligence or willful misconduct
of the City, its agents or employees.
13. In the event of any conflict between the provisions of this Purchase Order Terms and Conditions and the terms ofeny proposal or
related documents submitted by a vendor or a consultant, including without limitation a scope of work or alternate contract terms and
conditions,the provisions of this Purchase Order Terms and Conditions shall control.
14. Labor Compliance Requirements(Prevailing Wage,SB854 Etc). If applicable,Contractor/Vendor must comply with all labor
compliance requirements including but not limited to prevailing wage requirements, SB 854, Labor Code sections 1771.1(a)&1725.5,
Public Works Contractor Registration Program, Electronic Certified Payroll Records to Labor Commissioner, and other requirements
described on the direct links provided in the document'Labor Compliance Requirements(Prevailing Wages,SB 854 Etc.',posted on
the City Purchasing's website.
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BuySpeed Online Page 1 of 2
Purchase Order PO Printed Date.
05/19/2016
E gP4M sp
CITY OF PALM SPRINGS
uo Procurement&Contracting Division
3200 East Tahquitz Canyon Way
Palm Springs,CA 92262
.` •' US
�Z —6 00004224
United Way of the Desert - PO Date: 05/19/2016 Purchase Order Number
V Kristal Granados . Buyer: L Pope
E PO Box 13210 Phone#: Luz uz 22-8373 16-1082 : 0
N Palm Desert,92255
D US FOB: F.O.B., Destination
0 Email: kristal@uwdesert.org Terms: Net 30 ALL PACKING SLIPS, INVOICES
R Phone:(760)323-2731 AND CORRESPONDENCE -
.MUST REFERENCE THIS
Id:4386 FAX:(760)565-6926 - NUMBER.
H 12700-Sustainabilit' I unts Payable coo
I SSTN-City Sustainability L 200 E.Tahquitz Canyon Way
P 200 E.Tahquitz Canyon Way L aim Springs,CA 92263
aim Springs,CA 92263 S
T JS T
O ._.. _ _ _ -...... 0
Department Bid Number Requisition
Number Delivery Date
12700-Sustainability 12700-16-08432 0Days ARO
Item Class-Item Bid Req Line Unit
Item# Item# Quantity Unit Price Total
(963 - 30)2016 Mayor's Race Designation to the 12700-16-08432-i 1.0 A-Each 5,000.00 $5,000.0
United Way of the Desert.Approved by Mayor and City
Manager per Michele Mician. _
1 Notes:
Pricing per Invoice dated March 7,
016.ConfirmingPO.
FY Account Code ollarAmount
16 138-1270-58042 - $5,000.00
Subtotal $5,000.00
Tax $0.0
Freight $0.0
Discount _ $0.00
Tots $s,000.0(
Si nature
AROVEDE ENCUM E D
PURCHASE ORDER TERMS AND CONDITIONS
1. Please Submit invoices in duplicate 4. Notify at Once if Order cannot be filled
2. Please submit separate invoices for each other 5. The city is not exempt from California sales tax.
http://wwwl.palmsprings-ca.gov/bso/share/report.sdo?DoNbr=16-1092k..re]Nhr—Okf,na,ar S/1 o/I?nl r
BuySpeed Online Page 2 of 2
3. Show PO#on each carton label. 6. The city is exempt from Federal excise tax.
1. Acceptance: City reserves the right to refuse any goods and to cancel all or any part of the goods not conforming to applicable
specifications drawings,samples or descriptions Acceptance of any part of the order shall not bind City to accept future shipments,
nor deprive it of the right to return goods already accepted.
2. Late Deliveries: If delivery of the commodity or service cannot be made as speicified or sooner and at the price shown, notify the City
Purchasing Manager immediately.And correspondence, other than invoices, relating to this Order must be sent to the Purchasing
Manager.The City reserves the right to cancel order if delivery is not made by the time specified. _
3. Risk of Loss:Delivery shall not be deemed to be complete until the goods have been actually received and accepted by the City.
4. Defects:By accepting this order Seller acknowledges that the goods covered by this order are satisfactory for the purposes intended
by City.
5. Prices:Unless otherwise provided,goods shall be furnished at the prices indicated on this order only. Invoices will be horored for
purchase order prices only. Price on the order include delivery to the Department within building unless otherwise specified on the
order.
6. Patent Infringement:Seller agrees to indemnify City and hold it harmless from and against all liability,loss,damage,and expense,
including reasonable counsel fees resulting from any actual or claimed trademark patent or copyright infringement, or any litigation
based thereon with respect to any part of the goods covered by the order, and such obligation shall survive acceptance of the goods
and payment therefore by the City.
7. Packing:All goods,wrappers and containers must bear markings and labels required by applicable federal,state,and municipal laws
and regulations for the protection and safety of persons and property and Seller warrants that prices include all charges to packing,
crating,and transportation to f.o.b.point.
8. Nonassignment:This order must not be assigned or transferred to anyone without the written approval of the Purchasing Manager.
9. Labor Disputes:Whenever any actual or potential labor dispute delays or threatens to delay the timely performance of the order,
Seller shall immediately give notice thereof to City.
10. HAZARDOUS MATERIAL: SELLER SHALL PROVIDE MATERIAL SAFTTY DATA SHEETS FOR EACH PRODUCT CONTAINING
HAZARDOUS SUBSTANCES AS LISTED BY CALIF. DIR. IND.REL. IN CALIF.ADM.CODE,TITLE 8, SEC 5194 AND LABOR
COSTS.Seller agrees to furish Material Safety Data Sheet(Form OSHA-20)as applicable for hazardous or potentially hazardous
products.
11. Discounts: Discount period will be computed from date of receipt of invoice,or goods or services whichever is the later date.
12. Hold harmless:seller agrees to indemnify,defend and save City and its agents and employees harmless from any and all liability,
claims,damages or injuries to any person, including injury to Sellers employees and all claims which arise from or are connected with
the negligent performance of or failure to perform the work or other obligations of this agreement, or are caused or claim to be caused
by the negligent acts of Seller, its agents or employees, and all expenses of investigating and defending against same;provided,
however,that this indemnification and hold harmless shall not include any claim arising from the sole negligence or willful misconduct
of the City, its agents or employees.
13. In the event of any conflict between the provisions of this Purchase Order Terms and Conditions and the terms of any proposal or
related documents submitted by a vendor or a consultant, including without limitation a scope of work or alternate contract terms and
conditions,the provisions of this Purchase Order Terms and Conditions shall control.
14. Labor Compliance Requirements(Prevailing Wage,S6854 Etc). If applicable,Contractor/Vendor must comply with all labor
compliance requirements including but not limited to prevailing wage requirements, SB 854, Labor Code sections 1771.1(a) &1725.5,
Public Works Contractor Registration Program, Electronic Certified Payroll.Records to Labor Commissioner, and other requirements
described on the direct links provided in the document'Labor Compliance Requirements(Prevailing Wages,SS 854 Etc.',posted on
the City Purchasing's website.
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