Cities Index.
Agenda packet, first session

Santa Fe Springs City Council
October 15, 2024

Document
Agenda packet, first session
Meeting
October 15, 2024
Body
Santa Fe Springs City Council
Pages
43
Original file
28.5 MB
Text extracted from the city's file for reading and search. Open the original on www.santafesprings.gov. That file is the official record.

Printed 09/05/2024
PlanetBids
Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

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Printed 09/05/2024
PlanetBids
Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

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Printed 09/05/2024
PlanetBids
Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

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Printed 09/05/2024
PlanetBids
Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

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Printed 09/05/2024
PlanetBids
Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA

EXHIBIT B
CONSULTANT’S PROPOSAL
Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Commercial General Liability Insurance. Consultant shall procure and maintain commercial general liability insurance (“CGL Coverage”) with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile Liability Insurance. Consultant shall procure and maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

Professional Liability (Errors & Omissions) Insurance. For the full term of this Agreement and for a period of three (3) years thereafter, Consultant shall procure and maintain professional liability insurance appropriate to Consultant’s profession. Such coverage shall have the minimum limits of no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

Workers’ Compensation Insurance. Consultant shall procure and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease) which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Work contemplated in this Agreement.

Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

Docusign Envelope ID: 8AFBA84C-B256-43D6-B61E-B0B629260EEA REV032024 Page 1 of 24 DDWerks

CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT
WITH

DDWERKS
This Professional Services Agreement (“Agreement”) is made and effective as of October 15, 2024 (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and DDWerks, a California S-Corporation (“Consultant”).

For the purposes of this Agreement, City and Consultant may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Consultant interchangeably, as appropriate.

RECITALS
WHEREAS, City requires professional consulting services for Printing, Graphic Design, and Mailing Services (collectively, the “Project”); and WHEREAS, City staff has determined that Consultant possesses the experience, skills, and training necessary to competently provide such services to City; and WHEREAS, the execution of this Agreement was approved by the City of Santa Fe Springs City Council (“City Council”) at its Regular Meeting of ___________ under Agenda Item No. _____;
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

AGREEMENT

1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until June 30, 2027 (“Term”), or until services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement. This Agreement may be extended for one (1) additional, one (1) year term, if mutually agreed upon in writing.

2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services and tasks described and set forth in the City’s Request for Proposals, attached hereto as Exhibit A, and Consultant’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Scope of Work”). Consultant further agrees to furnish to City all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. Consultant shall complete the services and tasks set forth in the Scope of Work according to any schedule of REV032024 Page 2 of 24 DDWerks
performance set forth in Exhibit A. To the extent that Exhibit B contains provisions inconsistent with this Agreement and/or Exhibit A, the provisions of this Agreement and Exhibit A shall govern. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”

3. PERFORMANCE
A. Time is of importance for this Agreement and every provision contained herein.

The Work shall commence upon mutual consent of the Parties subsequent the City’s issuance of a written Notice to Proceed. Consultant shall perform the various tasks identified in, and within the timeframes set forth in, the Scope of Work, and shall complete all of the Work in accordance with the schedule and timeline established by the Parties;
B. Consultant shall, at all times, faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement;
C. Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner;
D. Consultant shall at all times enforce strict discipline and good order among Consultant’s employees; and
E. Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

4. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed Eighty Thousand Dollars ($80,000.00) (the “Not-to-Exceed Sum”), per fiscal year (July 1st – June 30th), during the Term of this Agreement, unless additional payment is first approved as provided in this Agreement. In the event Consultant’s charges are projected to exceed the Notto-Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant’s performance for the relevant Work pending City approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.

B. Consultant shall not be compensated for any Work rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or his/her designee. Consultant shall be compensated for any REV032024 Page 3 of 24 DDWerks
additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. The Not-to-Exceed Sum will be paid to Consultant as the Work is completed.

Consultant will submit to City an itemized invoices indicating the services performed and tasks completed, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.

D. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Work.

5. ACCOUNTING RECORDS
Consultant will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City will have the right to access and examine such records, without charge, during normal business hours. City will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. ABANDONMENT BY CONSULTANT
In the event Consultant ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, Consultant will deliver to City immediately and without delay, all materials, records and REV032024 Page 4 of 24 DDWerks
other work product prepared or obtained by Consultant in the performance of this Agreement. Furthermore, Consultant will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which City may incur as a result of Consultant’s cessation or abandonment.

8. CITY’S REPRESENTATIVE
City hereby designates the City’s Procurement Manager, City Manager (the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or his/her designee will act on behalf of the City for all purposes under this Agreement. Consultant will not accept directions or orders from any person other than the City Representative or his/her designee.

9. CONSULTANT REPRESENTATIVE
Consultant hereby designates the Account Executive to act as its representative for the performance of this Agreement (the “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. Consultant Representative or his/her designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.

Notice to the Consultant Representative will constitute notice to Consultant.

10. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS Consultant agrees to work closely with City staff in the performance of the Work and this Agreement and will be reasonably available to City staff and the City Representative at all reasonable times. All work prepared by Consultant will be subject to inspection and approval by City Representative or his or her designees.

11. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
Consultant represents, acknowledges and agrees to the following:

A. Consultant will perform all Work skillfully, competently and to the highest standards of Consultant’s profession;
B. Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City’s authorized representative;
C. Consultant will perform all Work in a manner reasonably satisfactory to the City; REV032024 Page 5 of 24 DDWerks
D. Consultant will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom;
E. Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of Consultant’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by Consultant; and
G. All of Consultant’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.

The Parties acknowledge and agree that Consultant will perform, at Consultant’s own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant’s employees, agents, contractors, subcontractors and subconsultants. Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that City’s acceptance of any work performed by Consultant or on Consultant’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant’s profession.

12. ASSIGNMENT
The skills, training, knowledge and experience of Consultant are material to City’s willingness to enter into this Agreement. Accordingly, City has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by Consultant or on behalf of Consultant in the performance of this REV032024 Page 6 of 24 DDWerks
Agreement. In recognition of this interest, Consultant agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City. In the absence of City’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

13. SUBSTITUTION OF KEY PERSONNEL
Consultant has represented to City that certain key personnel will perform and coordinate the Services under this agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the CITY. The key personnel for performance of this Agreement are as follows: See Exhibit B – Consultant Proposal.

14. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT

CONTRACTOR
The Work will be performed by Consultant or under Consultant’s strict supervision.

Consultant will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with Consultant’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of City’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of Consultant are not employees of City and will at all times be under Consultant’s exclusive direction and control. Consultant will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.

Consultant will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

15. REMOVAL OF EMPLOYEES OR AGENTS
If any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to REV032024 Page 7 of 24 DDWerks
Consultant, a threat to persons or property, or if any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the City, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by Consultant and will not be reassigned to perform any of the Work.

16. COMPLIANCE WITH LAWS
Consultant will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. Consultant’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements, Federal Labor Standards Provisions including the prevailing wage requirements of the DBRA, and all applicable regulations of the U.S. Department of Housing and Urbanization.

17. NON-DISCRIMINATION
Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

18. INDEPENDENT CONTRACTOR STATUS
The Parties acknowledge, understand and agree that Consultant and all persons retained or employed by Consultant are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of City. Consultant will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. Consultant and all persons retained or employed by Consultant will have no authority, express or implied, to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, City, whether by contract or otherwise, unless such authority is expressly conferred to Consultant under this Agreement or is otherwise expressly conferred by City in writing.

19. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Consultant will procure and maintain policies of insurance that meet the requirements and specifications set forth in Exhibit C. Consultant will procure and maintain the required insurance coverage, at its own expense.

REV032024 Page 8 of 24 DDWerks

20. INDEMNIFICATION
A. The Parties agree that City and City’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify, defend and protect City as set forth herein.

Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

B. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.

C. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant’s failure to either pay City promptly for any costs associated with Consultant’s obligations to indemnify the City Indemnitees under this Section, or related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.

D. The obligations of Consultant under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers.

E. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City’s elected and REV032024 Page 9 of 24 DDWerks
appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

F. City does not and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

G. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity.

21. TERMINATION WITHOUT CAUSE
City may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of City’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 22, below.

If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, as defined in Section 25, below, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City’s written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 22, below, will operate to prohibit or otherwise restrict City’s ability to terminate this Agreement for convenience as provided under this Section.

22. EVENTS OF DEFAULT; BREACH OF AGREEMENT
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date REV032024 Page 10 of 24 DDWerks
by which the Event of Default will be cured, which will not be less than the applicable cure period set forth herein, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. Consultant will cure the Event of Default within the following time periods:
i. Within ten (10) business days of City’s issuance of a Default Notice for any failure of Consultant to timely provide City or City’s employees or agents with any information and/or written reports, documentation or work product which Consultant is obligated to provide to City or City’s employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this subsection B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of City’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this Subsection B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this REV032024 Page 11 of 24 DDWerks
Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.

C. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City’s failure to timely pay any undisputed sums to Consultant pursuant to this Agreement will be cured by City within five (5) calendar days from the date of Consultant’s Default Notice to City.

D. City, in its sole and absolute discretion, may also immediately suspend Consultant’s performance under this Agreement pending Consultant’s cure of any Event of Default by giving Consultant written notice of City’s intent to suspend Consultant’s performance (hereinafter, a “Suspension Notice”). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant’s breach of the REV032024 Page 12 of 24 DDWerks
Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.

Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City’s exercise of its remedies under this Agreement.

G. In the event City is in breach of this Agreement, Consultant’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.

23. SCOPE OF WAIVER OF DEFAULT
No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

24. SURVIVING ARTICLES, SECTIONS AND PROVISIONS
The termination of this Agreement pursuant to any provision of this Agreement or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

25. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY All Documents and Data will be and remain the property of City without restriction or limitation upon their use or dissemination by City. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of Consultant in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to City, a perpetual license for City to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. Consultant will require all subcontractors and subconsultants working on behalf of Consultant in the performance of this Agreement to agree in writing that City will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data REV032024 Page 13 of 24 DDWerks
prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by Consultant in the performance of this Agreement.

26. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and will not be disclosed by Consultant without prior written consent by City. City will grant such consent of disclosure as legally required. Upon request, all City data will be returned to City upon the termination or expiration of this Agreement. Consultant will not use City’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

27. FALSE CLAIMS ACT
Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

28. PROHIBITED INTERESTS
Consultant warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

29. RELEASE OF INFORMATION
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a REV032024 Page 14 of 24 DDWerks
subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.

However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

30. COOPERATION; FURTHER ACTS
The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

31. SUBCONTRACTING
Consultant will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of City. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

32. NOTICES
All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Clerk’s Office
REV032024 Page 15 of 24 DDWerks
To Consultant: DDWerks
9122 Norwalk Boulevard
Santa Fe Springs, CA 90670
Attention: Randall Courtney, President
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

33. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.

34. GOVERNING LAW
City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

35. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

36. FORCE MAJEURE
The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of Consultant and without the fault or negligence of Consultant, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative 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 Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this REV032024 Page 16 of 24 DDWerks
Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

37. AMENDMENTS; MODIFICATIONS
No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

38. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

39. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

40. NO THIRD-PARTY BENEFIT
There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

41. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties.

42. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

43. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized REV032024 Page 17 of 24 DDWerks
representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

44. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

45. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

46. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

47. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility. [SIGNATURE PAGE TO FOLLOW]
REV032024 Page 18 of 24 DDWerks
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ Name: ______________________
Title: _______________________
Date: ______________________ Date: _______________________ ATTEST: CONSULTANT
__________________________ ____________________________ Fernando Munoz, Deputy City Clerk Name: ______________________ Title: _______________________
Date: _______________________
APPROVED AS TO FORM:
_________________________
_____________, City Attorney
Attachments: Exhibit A City’s Request for Proposals
Exhibit B Consultant’s Proposal
Exhibit C Insurance Requirements

EXHIBIT A
CITY’S REQUEST FOR PROPOSALS
REQUEST FOR PROPOSALS No. 25 - 2
Printing, Graphic Design,
and Mailing Services
Issue Date: Thursday, August 1, 2024
Questions Due Date: Tuesday, August 20, 2024 at 2 pm PDT Proposal Due Date: Thursday, September 5, 2024 at 2 pm PDT RFP 25-2 Printing, Graphic Design, and Mailing Services 2 (THIS PAGE INTENTIONALLY LEFT BLANK)
RFP 25-2 Printing, Graphic Design, and Mailing Services 3 TO PROSPECTIVE PROPOSERS
The City of Santa Fe Springs (“City”) invites proposal submissions under this Request for Proposals (“RFP”). The City will evaluate responses to this solicitation to determine qualifications. Submissions must adhere to the format and content described. Only proposals that adhere to the requirements will be evaluated. The information set forth is the minimum required to qualify for consideration. The successful Proposer will be required to enter into an agreement based on the specifications outlined in this RFP.

DATE OF SOLICITATION
August 1, 2024

PROJECT
Printing, Graphic Design, and Mailing Services

PROPOSAL OWNER
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Lana Dich, Director of Finance
Contact Phone: (562) 858 - 0511
Contact Email: [email protected]

PROPOSAL CONTACT
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Micah Herd, Procurement Manager
Contact Phone: (562) 858 - 0511
Contact Email: [email protected]
Any questions about this RFP should be submitted via the City's PlanetBids Portal by Tuesday, August 20, 2024, at 2 pm PDT. Proposals must be submitted by Thursday, September 5, 2024, at 2 pm PDT. Prospective proposers must register their business with PlanetBids before being able to submit questions and/or proposals.

To access the City's PlanetBids Portal, please go to:
https://pbsystem.planetbids.com/portal/65093/portal-home RFP 25-2 Printing, Graphic Design, and Mailing Services 4 CONTENTS
I. Notice Inviting Proposals..........................................................................................................5 II. Introduction..................................................................................................................................6 III. About the City of Santa Fe Springs........................................................................................6 IV. Timeline .........................................................................................................................................6 V. Scope of Work .............................................................................................................................7 VI. Qualifications and Requirements ...........................................................................................8 VII. Proposal Submittal .....................................................................................................................9 VIII. Proposal Content and Format .................................................................................................9 IX. Evaluation Criteria ....................................................................................................................10 X. Proposal Protests .....................................................................................................................11 XI. Execution of Agreement..........................................................................................................12 XII. Insurance Requirements.........................................................................................................13 XIII. Business License Requirement ............................................................................................15 XIV. Use of Federal Funds...............................................................................................................16 XV. Non-Commitment of City ........................................................................................................16 XVI. Labor Requirements.................................................................................................................16 XVII. Records .......................................................................................................................................17 XVIII. Use of Subcontractors.............................................................................................................17 XIX. Modifications/Changes............................................................................................................17 XX. Disclosure of Information .......................................................................................................17 XXI. Ex-Parte Communications......................................................................................................18 XXII. General Rights of the City ......................................................................................................18 RFP 25-2 Printing, Graphic Design, and Mailing Services 5 I. Notice Inviting Proposals
The City of Santa Fe Springs seeks proposals from qualified vendors to provide printing, graphic design, and mailing services following the specifications, terms, and conditions identified in Request for Proposals (RFP) No. 25 - 2. Prospective respondents are advised to carefully read information related to this opportunity before submitting a response.

To view the complete RFP package, please visit:
https://vendors.planetbids.com/portal/65093/bo/bo-detail/119080

Prospective vendors must register with PlanetBids before being able to view all documentation or submit a response.

Questions must be submitted by Tuesday, August 20, 2024, at 2:00 pm PDT. *****QUESTIONS MUST BE SUBMITTED VIA PLANETBIDS*****
Proposals must be submitted via PlanetBids by Thursday, September 5, at 2:00 pm PDT. Responses to this RFP will be evaluated to determine the firm that is the most qualified and responsive to the requirements. Responses must adhere to the format and content described in the RFP.

RFP 25-2 Printing, Graphic Design, and Mailing Services 6 II. Introduction
The City of Santa Fe Springs, hereinafter referred to as “City”, invites proposals from qualified vendors to provide printing, copying, graphic design, and other related services.

The needs of the City are diverse, including small and large jobs, and requests will occasionally be time-sensitive. The items and services obtained will be used for internal and external correspondence.

Through this solicitation, the City seeks to establish a three (3) year agreement, with an option to extend for two (2) additional, one (1) year terms. To ensure the availability of services, the City may choose to award multiple vendors through this solicitation.

III. About the City of Santa Fe Springs
Santa Fe Springs is located in the southeast of the County of Los Angeles. Though incorporated in May 1957, the City's history dates back to 1871 when Dr. James E. Fulton came to the area and discovered a sulfur spring that was later developed into a health spa. Today, the City has approximately 18,800 residents and over 3,000 businesses.

The City provides a full range of municipal services, including police and fire, street maintenance, water utilities, recreational services, public library, and cultural events.

Additionally, the City is responsible for two (2) other legally separate entities, which include the Successor Agency to the Redevelopment Agency and the Housing Successor Agency to the Housing Authority.

The City has a vision statement that affirms, "The City of Santa Fe Springs is a great place to live, work, and play." Its mission statement is, "The City of Santa Fe Springs is committed to enhancing the quality of life of its residents and businesses by providing a safe environment, a thriving business community, quality family, youth, and senior services, and sound financial management of the community's resources." The guiding values are as follows:
 Personal integrity, honesty, and ethics
 Public service
 Compassion
 Responsibility, accessibility, and accountability
 Dedication
IV. Timeline
 Release RFP Thursday, August 1, 2024
 Online Q&A Deadline Tuesday, August 20, 2024, 2 pm PDT  Deadline to Submit Responses Thursday, September 5, 2024, at 2 pm PDT  City Review of Submissions Mid-September 2024
 Interviews TBD (If Necessary)
 Notifications Sent to Consultants Late September 2024/Early October 2024  Award Mid-October 2024
RFP 25-2 Printing, Graphic Design, and Mailing Services 7 V. Scope of Work
General Service Description
The City is seeking vendors to create and produce various materials for internal and external use by residents, employees, members of the business community, and other community members using traditional print, the City website (santafesprings.org), and social media platforms (e.g., Facebook, X (formerly Twitter), Instagram, YouTube, and LinkedIn). These outreach materials include, but are not limited to:
 Letters
 Newsletters
 Brochures
 Flyers
 Business Cards
 Postcards
 Banners
 Signs
 Bound Books (e.g., Annual Financial Report, Budget Book)  Apparel/Promotional Items
 Content for Website Posting
The selected vendors will provide printing, graphic design, and mailing services for the items above on an as-needed basis. Vendors will process job orders as assigned by designated staff within each City department.

To assist with assessing workload type and volume, a table that identifies the items, services, and estimated annual quantities can be found by visiting PlanetBids and reviewing the posting associated with this RFP (see the "Line Item" tab). Please note that this is a partial list but represents most of the items and services the City typically requests. Needs and specifications may vary and are subject to change at any time.

Furthermore, the City does not commit to purchasing a specific quantity of any item or service. The amounts listed are annual estimates. City staff submitting service requests will determine the necessary quantity when the order is placed.

Vendors are invited to provide pricing for all or some items and services listed. Please note that preference will be given to vendors who submit the most comprehensive list.

All print and copy-produced materials must be of commercially acceptable quality. Work must be appropriately aligned, free of fading or smearing, of the correct color, and packaged to protect documents from damage in transit and delivery. Vendor mistakes or products of unacceptable quality must be corrected at no cost to the City.

In developing a response to this solicitation, vendors should remember that the City is committed to environmental sustainability. Vendors should be prepared to demonstrate how they maximize the use of recycled content in their paper products, including 100% post-consumer recycled content, with a preference for Green Seal Certified (GSC) paper when available.

RFP 25-2 Printing, Graphic Design, and Mailing Services 8 Additional Services
Mailing Services
Some printing materials, such as newsletters and postcards, may require mailing.

Vendors are asked to provide pricing for mailing and postage associated with those items.

Graphic Design Services
While the City retains staff who can provide most graphic design services, there may be some occasions where graphic design services are required in association with this service. Vendors must provide their pricing for graphic design on a perhour basis.

Delivery/Installation/Set-Up Services
The City may require delivery and set-up services for some items. These will be conducted within the City of Santa Fe Springs limits. The following is a list of locations where most services will occur. This list is subject to change as locations may be added or removed as pick-up and delivery locations.

Location Name Address
City Hall 11710 Telegraph Road
Santa Fe Springs, CA 90670
City Library 11700 Telegraph Road
Santa Fe Springs, CA 90670
Police Service Center 11576 Telegraph Road
Santa Fe Springs, CA 90670
Municipal Services Yard 12636 Emmens Way
Santa Fe Springs, CA 90670
Gus Velasco Neighborhood Center/Park 9255 Pioneer Boulevard Santa Fe Springs, CA 90670
Activity Center 11155 Charlesworth Road
Santa Fe Springs, CA 90670
Fire and Rescue 11300 Greenstone Ave
Santa Fe Springs, CA 90670
VI. Qualifications and Requirements
Vendors must clearly demonstrate how they meet the minimum qualifications to be considered. The following is a list of the City's requirements:
 Minimum five (5) years of experience with printing and mailing services, website services, translation, and/or graphic design
 Minimum three (3) years of experience providing similar services to a public agency of similar size and functionality as the City of Santa Fe Springs  A web-based platform to request business card orders is preferred  Ability to provide same-day service if the volume of the request is reasonable and sufficient notice is provided
RFP 25-2 Printing, Graphic Design, and Mailing Services 9  Vendors must provide quotes based on the proposed fee schedule if requested by departments
 Must have the ability to provide mail services if requested Vendor should describe their experience and qualifications in their proposals to confirm that the above minimum requirements have been met. This should be detailed within their proposal within the section regarding Relevant Experience (See this RFP document, Section VIII – Proposal Content and Format for additional details) VII. Proposal Submittal
Please see Section VIII – Proposal Format and Content - for specific details regarding the information that needs to be included in your submission. Failure to provide all requested information may be considered “non-responsive” and rejected.

Responses to this RFP must be submitted electronically via the City's PlanetBids Portal by the deadline. Any responses transmitted and/or time-stamped after the deadline will not be accepted. Vendors should plan to submit responses to this request well before the deadline to avoid technical difficulties/errors.

VIII. Proposal Content and Format
Proposal Content
Firms shall be responsible for preparing a compelling, clear, and concise proposal. The City is requesting proposals, which contain, at a minimum the following information:

A. Letter of Interest - Please include a letter expressing your interest in being considered for the project. Include a statement regarding availability to dedicate time, personnel, and resources to this effort.

B. Vendor Questionnaire – Review and complete the questionnaire (Attachment A – Vendor Questionnaire). This document must be returned with your proposal.

C. Project Understanding and Approach – Include a statement demonstrating your understanding of the City's needs. Describe your general approach to providing services successfully, including methodologies and technologies you would employ. Describe anything you expect the City to provide.

D. Relevant Experience – Include information describing your experience providing similar services for public agencies. Using Attachment B – References, please give contact information for at least three (3) public entities that the City may contact. At a minimum, the City seeks references that can provide details about recent projects (i.e., completed within the last three (3) years) of similar size, scope, and complexity.

E. Conflict of Interest Statement - The Vendor shall disclose any financial, business, or other relationship with the City that may have an impact upon the RFP 25-2 Printing, Graphic Design, and Mailing Services 10 selection process. If the Vendor has no such conflicts, a statement declaring such should be included in their submission.

F. Cost Proposal (“Line Items” Tab in PlanetBids) – Please submit your pricing for the requested items and services by visiting the City’s PlanetBids Portal, finding the associated RFP, and clicking the “Line Item” tab. Vendors are invited to submit for all or some of the items and services listed. Keep in mind, vendors proving the most comprehensive list will receive preference.

Proposal Format
To facilitate the evaluation process, all responses are required to adhere to the following format requirements. The City strongly encourages respondents to thoroughly review their proposals before submission to ensure they adhere to the requirements. If the proposal is not formatted or does not include all the listed items/sections, it may be deemed non-responsive.

Responses shall not exceed twenty (20) pages when printed on 8-½ -11-inch paper. Font Times New Roman Font (preferred), 12pt font size. The twenty (20) page requirement does not include a cover letter/letter of transmittal or any items included as additional attachments. Proposals should also include the following:

A. Title Page showing the request for proposals subject; the Vendor's name; the name, address, email, and telephone number of the contact person; and the date of the proposal.

B. Table of Contents identifying the items/section listed in the “Proposal Content” section of this RFP.

C. Proposal details following the order set forth in the "Proposal Content and Format" section of this RFP.

IX. Evaluation Criteria
The City will establish an evaluation committee to review and rate each proposal. The proposal evaluation process will be conducted using a multi-step method, which will include the following steps:

A. Preliminary Proposal Review - The evaluation committee will review each submission to ensure adherence to the minimum/proposal format requirements.

B. Proposal Evaluation - In the second part of this process, the evaluation committee will review and rate proposals based on the following:

1. Proposed fees for services (40 points)
 Proposed fees are reasonable
RFP 25-2 Printing, Graphic Design, and Mailing Services 11 2. Experience of Firm and Project Personnel (30 points)  Experience, resources, and qualifications of the firm and assigned individuals to perform tasks identified in the scope of work

3. References Checks (20 points)
 Good reference checks from primary and/or secondary sources

4. Responsiveness to RFP (10 points)
 Compliance with the required format
 Offered new/innovative services, suggestions
Local Vendor Preference
The City is prioritizing local vendors for this solicitation. Eligibility for being considered a local business is based upon physical location within the city limits. To be considered, vendors must submit a copy of their current City of Santa Fe Springs business license listing an address with the city limits. Vendors confirmed to be within the City will be given an additional five (5) points in the evaluation score.

Vendors outside the City of Santa Fe Springs are still highly encouraged to submit a response.

Interviews
If necessary, the City may require the top-rated proposers to participate in an interview.

The City will email those selected for the interview to schedule a date and time.

X. Proposal Protests
Proposal Protest Procedures (Before Proposal Opening)
A protest filed before the proposal opening must be filed in writing no later than ten (10) working days before opening. The most common types of protest that might be filed before a proposal opening include those based upon restrictive specifications or alleged improprieties in any solicitation that is apparent before the scheduled proposal opening.

When a protest is filed before a scheduled proposal opening, specific steps must be followed:

A. The protest must be submitted in writing within the specified time frame (no later than ten (10) working days prior to a proposal opening). All protests must be filed with the City’s Director of Finance for determination. Protest must be submitted to the Director of Finance by mail or email within the specified time frame. Protests can be sent to:

Mail:

City of Santa Fe Springs
Attn: Department of Finance – Lana Dich
11710 Telegraph Road
Santa Fe Springs, CA 90670
RFP 25-2 Printing, Graphic Design, and Mailing Services 12 Or
Email:
[email protected]
B. The protest must contain factual and legal reason(s) and should recommend a proposed remedy. Nevertheless, it should be noted that the City reserves the right not to implement the proposed remedy but to offer alternative solutions where applicable.

C. Where appropriate, the City will hold an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties may include all proposers, subcontractors, or suppliers, provided they have a substantial economic interest in a portion of the RFP.

D. All potential proposers will be advised of a pending protest.

E. The City shall not open proposals prior to the resolution of the protest unless it is determined that:
• The items to be procured are urgently required;
• Delivery or performance will be unduly delayed by failure to make the award promptly; or
• Failure to make a prompt award will otherwise cause undue harm to the City.

The City will respond in writing within ten (10) business days after receipt of a properly filed protest. The Director of Finance will respond and include a response to each substantive issue raised in the protest.

After the exhaustion of administrative remedies, the protesting party will be given the City’s final decision. The Director of Finance has the authority to decide on all protests.

Proposal Protest Procedures (After Proposal Opening/Post Award) A protest filed after a proposal opening must be filed within three (3) working days after the aware. The City will grant the protesting party a fair review and shall have up to ten (10) business days to review the protest and render its decision.

XI. Execution of Agreement
If required, the resulting agreement (see attached sample Attachment C) shall be signed by the successful Vendor and return with the required insurance within ten (10) business days after the City issues a notice of intent to award. Failure to execute the agreement and file acceptable insurance documents as provided herein shall cause, at the City's option, for annulment of the award. Please review the insurance requirements and indemnification clause in the attached sample agreement.

RFP 25-2 Printing, Graphic Design, and Mailing Services 13 Should the successful Vendor decline to execute the agreement, the City can either reject all proposals, accept one of the other proposals, or issue a new solicitation.

XII. Insurance Requirements
Any vendor conducting services for the City of Santa Fe Springs must obtain and maintain insurance at their own expense. Insurance must be held until completion of services and formal acceptance by the City. The following insurance placed with an insurer admitted to write insurance in California or a non-admitted insurer on California’s List of Eligible Surplus Lines Insurers (LESL):

A. Commercial General Liability
Commercial General Liability (CGL) (equivalent in coverage scope to Insurance Services Office, Inc. Form CG 00 01) shall cover on an “occurrence” basis for bodily injury and property damage, including premise-operations, productscompleted, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

If requested, the "City of Santa Fe Springs, its officials, employees, and agents" must be separately endorsed to the policy as additional insureds on an endorsement equivalent to the Insurance Services Office, Inc. Form CG 20 10 11 85 of CG 20 26 1185.

B. Business Automobile Liability
For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form CA 00 01 covering, Code 1 (any auto), or if Vendor has not owned autos, Code 8 (hired) and 9 (non-owned) with limit no less than $1,000,000 per accident for bodily injury and property damage.

If an automobile is not necessary to perform services, the Vendor must submit a written request for a waiver of this requirement.

C. Professional Liability or Errors and Omissions
Depending on the work or services to be performed, professional liability or errors and omissions liability insurance may be required. The City will require the Vendor to provide professional liability or errors and omissions liability insurance in an amount not less than $2,000,000 per occurrence or claim. Architects’ and engineers’ coverage shall be endorsed to include contractual liability.

D. Workers' Compensation and Employer's Liability
Workers' Compensation as required by the California Labor Code and Employer's Liability in an amount not less than $1,000,000 per accident for bodily injury or disease.

RFP 25-2 Printing, Graphic Design, and Mailing Services 14 E. Cyber Liability Insurance (if applicable)
With limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

F. Technology Professional Liability Errors & Omissions (if applicable) Coverage must be appropriate to Vendor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Vendor shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

The policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Vendor.

If not covered under Vendor’s liability policy, such “property” coverage of City may be endorsed onto Vendor’s Cyber Liability Policy as covered property.

Required insurance documentation
A. Certificate of Insurance
The Certificate Holder must be listed as follows:

City of Santa Fe Springs
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Risk Management
B. Endorsements (if requested)
In addition to the Certificate of Insurance, the Vendor must provide the following endorsements:

RFP 25-2 Printing, Graphic Design, and Mailing Services 15 1. Additional insured endorsements to the general liability and auto liability* insurance policies. The "City of Santa Fe Springs, its officials, employees, and agents" must be endorsed to the Vendor's general liability policy as well as the auto liability policy as additional insureds on an endorsement equivalent to ISO forms CG 20 10 11 85 or CG 20 26 11 85.

2. Cancellation notice endorsements. Each policy must be endorsed to cerify that it will be not be cancelled or non-renewed by either party or reduced in coverage or limits (except by paid claims) unless the insurer has provided the City with thirty (30) days prior written notice of cancellation (ten (10) days for cancellation due to nonpayment of premium is acceptable).

3. Primary, non-contributory coverage endorsements. The general liability and professional liability (if required) policies must be endorsed to provide that each policy shall apply on a primary, non-contributing basis with any insurance or self-insurance, primary or excess, maintained by or available to the City or its officials, employees and agents.

C. Waiver and Modifications of the Insurance Requirements The City has the authority to modify these insurance requirements at any time at its discretion.

In general, any contract deemed sole source, professional/professional services, involve the disclosure of proprietary information, and/or a public works project, may require revisions to the City's standard insurance requirements. Any revisions to the insurance requirements will be identified within the associated service contract terms and conditions.

Vendors may request a waiver or modification of these insurance requirements.

Waiver or modification requests must be submitted in writing. The request should state the specific insurance requirement that is being considered for waiver or modification and provided a brief explanation for the request. Requests will be reviewed on a caseby-case basis, and the decision will ultimately depend on the scope of services. The final decision to approve or deny a request will be at the City's legal authority or an authorized designee's discretion.

XIII. Business License Requirement
Vendors that conduct business within city limits may be required to obtain a City of Santa Fe Springs business license if selected. The business license must be acquired before commencing any work. Additional information regarding the City's Business License Program may be obtained by visiting the City's website at:
https://www.santafesprings.org/business/opening_a_business/new_application.php Or by calling the City of Santa Fe Springs Business Support Center at (562) 264 - 5219.

RFP 25-2 Printing, Graphic Design, and Mailing Services 16 XIV. Use of Federal Funds
The City may elect to use funding from Federal sources for a portion of or all expenses related to this project. The United States Federal Government requires purchases of items and services to meet specific standards when using Federal funds, including grants, cooperative agreements, contracts, and Federal funds "passed-through" to the City from a non-Federal entity (i.e., sub-recipient agreements). These requirements are codified under the Code of Federal Regulation's (CFR) Title 2, Subtitle A, Chapter II, Part 200 (also referred to as "2 CFR 200" or "Uniform Guidance") and the Federal Acquisition Regulations (FAR), as applicable.

The following standards apply to all purchases of items and services using Federal funds:
 Transactions shall be conducted lawfully and ethically  Unnecessary/duplicative purchases are not permitted
 Utilizing a vendor or supplier on the U.S. Federal Government's Debarred and Suspended List (available at SAM.gov) is prohibited
 All individuals involved in the expenditure of federal monies must avoid any actual or apparent conflict of interest
 Procurement transactions must be conducted in a manner providing full and open competition
 Opportunities should be provided to minority businesses, women's business enterprises, and labor surplus area firms when possible  Contracts and purchase orders should include the contract provisions required by 2 CFR 200 Appendix A
 Purchases of goods and services must include documentation detailing the procurement history
XV. Non-Commitment of City
While the City intends to select a Vendor through this process, this intention is subject to change at any time during the process. The City does not commit to awarding an agreement, paying any costs incurred in preparing the proposal for this request, and/or procuring or contracting any items or services.

XVI. Labor Requirements
A. Background: All personnel engaged in the performance of this work shall be employees of the Vendor and, as such, shall be warranted to possess sufficient experience and reliability to perform this work.

B. Health: All personnel engaged in the performance of this work shall be in good health and free of contagious diseases. The Vendor shall not allow any person(s) under the influence of alcohol or drugs on the premises or in the building. Neither shall the Vendor allow the use of or presence of alcohol or drugs on the premises or in the building.

RFP 25-2 Printing, Graphic Design, and Mailing Services 17 C. Non-Discrimination: The Vendor shall not discriminate in the employment of persons because of race, color, national origin, ancestry, mental/physical disabilities, sex, or religion of such persons.

D. Conduct: No person(s) shall be employed for this work that is found to be incompetent, disorderly, and troublesome, under the influence of alcohol and drugs, which fails or otherwise refuses to perform the job properly and acceptably or is otherwise objectionable. Any person found to be objectionable shall be discharged immediately and not re-employed for this work.

E. Age: The Vendor will only hire individuals of legal age to work.

XVII. Records
The Vendor agrees to permit the City Manager or designee access to records, reports, files, and other papers or property of the Vendor to audit any performance aspect under this agreement.

XVIII. Use of Subcontractors
The Vendor shall be responsible for all work performed under the final agreement and keep all work under their control. No portion of the work may be subcontracted without the prior written consent of the City. All subcontractors used in this work shall be under the vendor's direct supervision and be considered their employees. Any approved subcontractors must provide insurance indemnifying the City with limits at or exceeding the limits of the Contractor's insurance.

XIX. Modifications/Changes
Changes in the areas serviced and/or specifications may be necessary during the agreement term. Changes in the agreement requirements and corresponding changes in compensation may be implemented upon mutual understanding between the City and the Consultant. These changes will be processed by the City Manager.

XX. Disclosure of Information
A. The Consultant agrees that it will not, during or after the term of the agreement, disclose any proprietary information or confidential business information of the City, including but not limited to its costs, charges, operating procedures, or methods of doing business to any person, vendor, corporation, association, or other entity or the general public for any reason or purpose whatsoever, without the prior written consent of the City. Such confidential or proprietary information received by the Vendor shall be used exclusively in connection with the performance of services.

B. The Vendor shall not issue or release for publication any articles, advertising, or publicity matters relating to the services performed by the Vendor hereunder or mentioning or implying the name of the City or its respective personnel without the prior written consent of the City.

RFP 25-2 Printing, Graphic Design, and Mailing Services 18 XXI. Ex-Parte Communications
Vendors and their representatives should not engage in unauthorized communications with elected officials, officers, employees, or agents of the City about this RFP. This requirement includes any evaluation panel member, except for designated RFP facilitators. This requirement remains in effect until after award notifications have been made.

This restriction does not prohibit consultants and their representatives from making oral statements or presentations to City representatives during a scheduled public meeting.

XXII. General Rights of the City
At its discretion, the City reserves the right to:

A. Reject any and/or all proposals for no reason or any reason including, but not limited to, the following:

1. The proposal is incomplete, non-responsive, obscure, irregular, or lacking necessary detail and specificity.

2. The Vendor, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services.

3. The Vendor failed or neglected to complete and submit any information within the time specified by the City and as may be otherwise required herein.

B. Reject any proposal that, in the opinion of the City, is so unbalanced in comparison to other proposals received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform; C. Accept all or any part of a proposal;
D. Make multiple awards;
E. Cancel the entire RFP;
F. Issue subsequent RFPs; or
G. Waive any errors or informalities in any proposal to the extent law permits.

PLEASE REVIEW
Attachment A – Vendor Questionnaire
Attachment B – References
Attachment C – Sample PSA
Also See – Sample Items 1 - 7
RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT A – Vendor Questionnaire
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Business Name
Business Address
Business Phone Number
Contact Person
Name and Title
Contact Person
Phone Number
Contact Person
Email Address
Please submit responses to the following questions:

1. Is your business primary office
located within the City of Santa Fe
Springs? If so, you may qualify for
the local vendor preference.

Please submit a copy of your
business license with your
proposal submission.

2. How many years of experience do
you have providing printing
services?

3. How many years of experience do
you have providing graphic design
services?
1 4. Have you ever provided services
for a public agency (e.g. city,
county, state, Federal, school
district)?

5. If you answered “yes”, please
provide the name of the public
agency that you most recently
provided services?

6. Can you provide same
day/expedited services?

7. Do you have a web-based platform
for submitting/receiving business
card orders?
RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT B – References
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
ATTACHMENT C – SAMPLE PSA
[Type here] [Type here] [Type here]

CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT
WITH
This Professional Services Agreement (“Agreement”) is made and effective as of ________________ (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and ________________, a [State and Entity Type: Example – California limited liability company] (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until the services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement.

2. SERVICES
Consultant shall perform the services described and set forth in the City’s Request for Proposals, attached hereto as Exhibit A, and Consultant’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Services”). Consultant shall complete the Services according to any schedule of performance set forth in Exhibit A.

To the extent that Exhibit B contains provisions inconsistent with this Agreement and/or Exhibit A, the provisions of this Agreement and Exhibit A shall govern.

3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement.

4. CITY MANAGEMENT
The City Manager or designee shall represent the City in all matters pertaining to the administration of this Agreement, including review and approval of all products submitted by Consultant.

5. PAYMENT
A. City agrees to pay Consultant monthly, [in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks]. This amount shall not exceed [Insert amount] REV032024 Page 2 of 16 [Consultant Name]
dollars ($__.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. Consultant will submit invoices monthly for actual Services performed. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Services. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Consultant's Services or fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty-five (45) days of receipt of an invoice therefor.

6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. DEFAULT OF CONSULTANT
If the City determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, the City shall serve Consultant a written notice of the default. Consultant shall have seven (7) days after service of said notice to cure the default. In the event that Consultant fails to cure the default within such period of time or fails to present the City with a written plan for the diligent cure of default if such default cannot be cured within seven days, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. Consultant shall be responsible for costs incurred by the City REV032024 Page 3 of 16 [Consultant Name]
due to Consultant’s failure to comply with this section. The City shall have the right to offset against the amount of any fees due to Consultant any costs incurred by the City as a result of Consultant’s default.

8. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate records with respect to tasks, costs, expenses, receipts, and other such information required by the City that relate to the performance of Services under this Agreement. Consultant shall maintain adequate records of Services provided in sufficient detail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to the City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the Services under this Agreement.

9. INDEMNIFICATION AND DEFENSE
A. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the City and any and all of its officials, employees, agents, and/or volunteers (“Indemnified Parties”), from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, arising out of or in any way connected with the performance of Consultant, its officers, agents, employees, and/or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) under this Agreement, including all acts or omissions, willful misconduct, or negligent conduct, whether active or passive, on the part of Consultant, its officers, agents, employees, and/or subconsultants. Consultant’s duty to indemnify and REV032024 Page 4 of 16 [Consultant Name]
hold harmless the Indemnified Parties shall not extend to the sole negligence or willful misconduct of the Indemnified Parties.

B. Duty to Defend. In the event the Indemnified Parties, individually or collectively, are made a party to any claim, action, lawsuit, or other adversarial proceeding arising or alleged to arise out of or is in any way connected with the performance of Consultant’s services under this Agreement, and upon demand by the City, Consultant shall immediately defend the Indemnified Parties at Consultant’s cost or at the City’s option to reimburse the City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters, regardless of whether or not Consultant, its officers, agents, employees, and/or subconsultants are specifically named or otherwise asserted to be liable, and regardless of whether or not there is any evidence of finding of fault or wrongdoing by Consultant, its officers, agents, employees and/or subconsultants. Payment by the City is not a condition precedent to enforcement of this provision.

C. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of the City or its officials, employees, agents, and/or volunteers, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely negligent or to have acted with willful misconduct.

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees, and costs of litigation.

10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit C attached hereto and made a part of this Agreement.

11. INDEPENDENT CONTRACTOR
A. Consultant is and shall at all times remain as to the City a wholly independent consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither the City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement.

Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided REV032024 Page 5 of 16 [Consultant Name]
in the Agreement, the City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold the City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. The City shall have the right to offset against the amount of any fees due to Consultant under this Agreement as a result of Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this paragraph.

C. In the event that Consultant or any employee, agent, or subconsultant of Consultant providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless the City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.

D. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the City, including but not limited to eligibility to enroll in CalPERS as an employee of the City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

12. LEGAL RESPONSIBILITIES
Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. The City and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

REV032024 Page 6 of 16 [Consultant Name]

13. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with this Agreement or any Services to be conducted as a result of this Agreement. Violation of this section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.

14. NO BENEFIT TO ARISE TO CITY EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-agreement, or the proceeds thereof, for Services to be performed under this Agreement.

15. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.

However, the City's right to review any such response does not imply or mean the REV032024 Page 7 of 16 [Consultant Name]
right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

16. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention:

To Consultant: _________________________
_________________________

17. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. [Because of the personal nature of the Services to be rendered pursuant to this Agreement, only _____________ shall perform the Services described in this Agreement, unless otherwise agreed to by City. Consultant shall provide City fourteen (14) days' notice prior to the departure of ____________ from Consultant's employ. Should he/she leave Consultant's employ, City shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this Agreement, Consultant’s sole compensation shall be payment for actual Services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City and Consultant.] Before retaining or contracting with any subconsultant for any services under this Agreement, Consultant shall provide the City with the identity of the proposed subconsultant, a copy of the proposed written contract between Consultant and such subconsultant which shall include and indemnity provision similar to the one provided herein and identifying the City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.

18. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses required of it by law for the performance of the Services described in this Agreement.

REV032024 Page 8 of 16 [Consultant Name]

19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

21. AMENDMENTS
Any amendments to this Agreement must be in writing and executed by the parties hereto, or their respective successors and assigns, in order to be valid.

22. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

23. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

24. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

25. WAIVER
REV032024 Page 9 of 16 [Consultant Name]
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. 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. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

26. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

27. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

28. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

29. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
[If Consultant is a corporation, two signatures are required: Signature 1 – the Chairperson of the Board, the President, or any Vice President; Signature 2 – the Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer (Corp. Code § 313).]

CITY OF SANTA FE SPRINGS CONSULTANT
REV032024 Page 10 of 16 [Consultant Name]
____________________________ ____________________________ Name: ______________________
Title: _______________________
Date: ______________________ Date: _______________________ ATTEST: CONSULTANT
__________________________ ____________________________ Janet Martinez, City Clerk Name: ______________________ Title: _______________________
Date: _______________________
APPROVED AS TO FORM:
_________________________
Ivy M. Tsai, City Attorney
Attachments: Exhibit A City’s Request for Proposals
Exhibit B Consultant’s Proposal
Exhibit C Insurance Requirements
[Type here]

EXHIBIT A
CITY’S REQUEST FOR PROPOSALS
[Type here]

EXHIBIT B
CONSULTANT’S PROPOSAL
[Type here]

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
[Note: May need to delete workers' compensation and employer's liability insurance requirements for certain sole proprietorships, partnerships, or corporations without employees.]
Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease).

Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.
[Type here]
[Note: If the required limits for general liability, auto and employer’s liability are $1 million or less, the following paragraph may be omitted.] Umbrella or excess liability insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
 A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
 Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall “follow form” to the underlying primary policies; and  Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any [Type here]
premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.
[Type here]
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

EXHIBIT B
CONSULTANT’S PROPOSAL

City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 1 of 5 ends

Printed 09/05/2024
PlanetBids
City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 2 of 5 ends

Printed 09/05/2024
PlanetBids
City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 3 of 5 ends

Printed 09/05/2024
PlanetBids
City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 4 of 5 ends

Printed 09/05/2024
PlanetBids
City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 5 of 5 ends

Printed 09/05/2024
PlanetBids

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Commercial General Liability Insurance. Consultant shall procure and maintain commercial general liability insurance (“CGL Coverage”) with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile Liability Insurance. Consultant shall procure and maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

Professional Liability (Errors & Omissions) Insurance. For the full term of this Agreement and for a period of three (3) years thereafter, Consultant shall procure and maintain professional liability insurance appropriate to Consultant’s profession. Such coverage shall have the minimum limits of no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

Workers’ Compensation Insurance. Consultant shall procure and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease) which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Work contemplated in this Agreement.

Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

REV032024 Page 1 of 24 Inkovation, Inc.

CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT
WITH
INKOVATION, INC.

This Professional Services Agreement (“Agreement”) is made and effective as of October 15, 2024 (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and Inkovation, Inc., a California Corporation (“Consultant”). For the purposes of this Agreement, City and Consultant may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Consultant interchangeably, as appropriate.

RECITALS
WHEREAS, City requires professional consulting services for Printing, Graphic Design, and Mailing Services (collectively, the “Project”); and WHEREAS, City staff has determined that Consultant possesses the experience, skills, and training necessary to competently provide such services to City; and WHEREAS, the execution of this Agreement was approved by the City of Santa Fe Springs City Council (“City Council”) at its Regular Meeting of ___________ under Agenda Item No. _____;
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

AGREEMENT

1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until June 30, 2027 (“Term”), or until services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement. This Agreement may be extended for one (1) additional, one (1) year term, if mutually agreed upon in writing.

2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services and tasks described and set forth in the City’s Request for Proposals, attached hereto as Exhibit A, and Consultant’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Scope of Work”). Consultant further agrees to furnish to City all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. Consultant shall complete the services and tasks set forth in the Scope of Work according to any schedule of Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 2 of 24 Inkovation, Inc.
performance set forth in Exhibit A. To the extent that Exhibit B contains provisions inconsistent with this Agreement and/or Exhibit A, the provisions of this Agreement and Exhibit A shall govern. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”

3. PERFORMANCE
A. Time is of importance for this Agreement and every provision contained herein.

The Work shall commence upon mutual consent of the Parties subsequent the City’s issuance of a written Notice to Proceed. Consultant shall perform the various tasks identified in, and within the timeframes set forth in, the Scope of Work, and shall complete all of the Work in accordance with the schedule and timeline established by the Parties;
B. Consultant shall, at all times, faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement;
C. Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner;
D. Consultant shall at all times enforce strict discipline and good order among Consultant’s employees; and
E. Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

4. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed Eighty Thousand Dollars ($80,000.00) (the “Not-to-Exceed Sum”), per fiscal year (July 1st – June 30th), during the Term of this Agreement, unless additional payment is first approved as provided in this Agreement. In the event Consultant’s charges are projected to exceed the Notto-Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant’s performance for the relevant Work pending City approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.

B. Consultant shall not be compensated for any Work rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or his/her designee. Consultant shall be compensated for any Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 3 of 24 Inkovation, Inc.
additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. The Not-to-Exceed Sum will be paid to Consultant as the Work is completed.

Consultant will submit to City an itemized invoices indicating the services performed and tasks completed, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.

D. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Work.

5. ACCOUNTING RECORDS
Consultant will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City will have the right to access and examine such records, without charge, during normal business hours. City will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. ABANDONMENT BY CONSULTANT
In the event Consultant ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, Consultant will deliver to City immediately and without delay, all materials, records and Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 4 of 24 Inkovation, Inc.
other work product prepared or obtained by Consultant in the performance of this Agreement. Furthermore, Consultant will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which City may incur as a result of Consultant’s cessation or abandonment.

8. CITY’S REPRESENTATIVE
City hereby designates the City’s Procurement Manager (the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or his/her designee will act on behalf of the City for all purposes under this Agreement.

Consultant will not accept directions or orders from any person other than the City Representative or his/her designee.

9. CONSULTANT REPRESENTATIVE
Consultant hereby designates the Account Executive to act as its representative for the performance of this Agreement (the “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. Consultant Representative or his/her designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.

Notice to the Consultant Representative will constitute notice to Consultant.

10. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS Consultant agrees to work closely with City staff in the performance of the Work and this Agreement and will be reasonably available to City staff and the City Representative at all reasonable times. All work prepared by Consultant will be subject to inspection and approval by City Representative or his or her designees.

11. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
Consultant represents, acknowledges and agrees to the following:

A. Consultant will perform all Work skillfully, competently and to the highest standards of Consultant’s profession;
B. Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City’s authorized representative;
C. Consultant will perform all Work in a manner reasonably satisfactory to the City; Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 5 of 24 Inkovation, Inc.

D. Consultant will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom;
E. Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of Consultant’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by Consultant; and
G. All of Consultant’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.

The Parties acknowledge and agree that Consultant will perform, at Consultant’s own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant’s employees, agents, contractors, subcontractors and subconsultants. Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that City’s acceptance of any work performed by Consultant or on Consultant’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant’s profession.

12. ASSIGNMENT
The skills, training, knowledge and experience of Consultant are material to City’s willingness to enter into this Agreement. Accordingly, City has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by Consultant or on behalf of Consultant in the performance of this Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 6 of 24 Inkovation, Inc.

Agreement. In recognition of this interest, Consultant agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City. In the absence of City’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

13. SUBSTITUTION OF KEY PERSONNEL
Consultant has represented to City that certain key personnel will perform and coordinate the Services under this agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the CITY. The key personnel for performance of this Agreement are as follows: _________________________________.

14. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT

CONTRACTOR
The Work will be performed by Consultant or under Consultant’s strict supervision.

Consultant will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with Consultant’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of City’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of Consultant are not employees of City and will at all times be under Consultant’s exclusive direction and control. Consultant will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.

Consultant will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like

15. REMOVAL OF EMPLOYEES OR AGENTS
If any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 7 of 24 Inkovation, Inc.

Consultant, a threat to persons or property, or if any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the City, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by Consultant and will not be reassigned to perform any of the Work.

16. COMPLIANCE WITH LAWS
Consultant will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. Consultant’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements, Federal Labor Standards Provisions including the prevailing wage requirements of the DBRA, and all applicable regulations of the U.S. Department of Housing and Urbanization.

17. NON-DISCRIMINATION
Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

18. INDEPENDENT CONTRACTOR STATUS
The Parties acknowledge, understand and agree that Consultant and all persons retained or employed by Consultant are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of City. Consultant will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. Consultant and all persons retained or employed by Consultant will have no authority, express or implied, to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, City, whether by contract or otherwise, unless such authority is expressly conferred to Consultant under this Agreement or is otherwise expressly conferred by City in writing.

19. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Consultant will procure and maintain policies of insurance that meet the requirements and specifications set forth in Exhibit C. Consultant will procure and maintain the required insurance coverage, at its own expense.

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20. INDEMNIFICATION
A. The Parties agree that City and City’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify, defend and protect City as set forth herein.

Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

B. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.

C. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant’s failure to either pay City promptly for any costs associated with Consultant’s obligations to indemnify the City Indemnitees under this Section, or related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.

D. The obligations of Consultant under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers.

E. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City’s elected and Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 9 of 24 Inkovation, Inc.
appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

F. City does not and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

G. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity.

21. TERMINATION WITHOUT CAUSE
City may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of City’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 22, below.

If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, as defined in Section 25, below, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City’s written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 22, below, will operate to prohibit or otherwise restrict City’s ability to terminate this Agreement for convenience as provided under this Section.

22. EVENTS OF DEFAULT; BREACH OF AGREEMENT
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 10 of 24 Inkovation, Inc.
by which the Event of Default will be cured, which will not be less than the applicable cure period set forth herein, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. Consultant will cure the Event of Default within the following time periods:
i. Within ten (10) business days of City’s issuance of a Default Notice for any failure of Consultant to timely provide City or City’s employees or agents with any information and/or written reports, documentation or work product which Consultant is obligated to provide to City or City’s employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this subsection B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of City’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this Subsection B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 11 of 24 Inkovation, Inc.

Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.

C. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City’s failure to timely pay any undisputed sums to Consultant pursuant to this Agreement will be cured by City within five (5) calendar days from the date of Consultant’s Default Notice to City.

D. City, in its sole and absolute discretion, may also immediately suspend Consultant’s performance under this Agreement pending Consultant’s cure of any Event of Default by giving Consultant written notice of City’s intent to suspend Consultant’s performance (hereinafter, a “Suspension Notice”). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant’s breach of the Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 12 of 24 Inkovation, Inc.

Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.

Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City’s exercise of its remedies under this Agreement.

G. In the event City is in breach of this Agreement, Consultant’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.

23. SCOPE OF WAIVER OF DEFAULT
No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

24. SURVIVING ARTICLES, SECTIONS AND PROVISIONS
The termination of this Agreement pursuant to any provision of this Agreement or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

25. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY All Documents and Data will be and remain the property of City without restriction or limitation upon their use or dissemination by City. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of Consultant in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to City, a perpetual license for City to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. Consultant will require all subcontractors and subconsultants working on behalf of Consultant in the performance of this Agreement to agree in writing that City will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 13 of 24 Inkovation, Inc.
prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by Consultant in the performance of this Agreement.

26. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and will not be disclosed by Consultant without prior written consent by City. City will grant such consent of disclosure as legally required. Upon request, all City data will be returned to City upon the termination or expiration of this Agreement. Consultant will not use City’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

27. FALSE CLAIMS ACT
Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

28. PROHIBITED INTERESTS
Consultant warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

29. RELEASE OF INFORMATION
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 14 of 24 Inkovation, Inc.
subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.

However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

30. COOPERATION; FURTHER ACTS
The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

31. SUBCONTRACTING
Consultant will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of City. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

32. NOTICES
All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Clerk’s Office
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To Consultant: Inkovation, Inc.
13659 Excelsior Drive
Santa Fe Springs, CA 90670
Attention: JD Savaliva, President
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

33. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.

34. GOVERNING LAW
City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

35. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

36. FORCE MAJEURE
The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of Consultant and without the fault or negligence of Consultant, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative 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 Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 16 of 24 Inkovation, Inc.

Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

37. AMENDMENTS; MODIFICATIONS
No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

38. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

39. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

40. NO THIRD-PARTY BENEFIT
There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

41. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties.

42. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

43. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 17 of 24 Inkovation, Inc.
representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

44. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

45. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

46. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

47. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility. [SIGNATURE PAGE TO FOLLOW]
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 18 of 24 Inkovation, Inc.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ Name: ______________________
Title: _______________________
Date: ______________________ Date: _______________________ ATTEST: CONSULTANT
__________________________ ____________________________ Fernando Munoz, Deputy City Clerk Name: ______________________ Title: _______________________
Date: _______________________
APPROVED AS TO FORM:
_________________________
_____________, City Attorney
Attachments: Exhibit A City’s Request for Proposals
Exhibit B Consultant’s Proposal
Exhibit C Insurance Requirements
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 10/8/2024
Mike Savalia
VP Sales

EXHIBIT A
CITY’S REQUEST FOR PROPOSALS
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REQUEST FOR PROPOSALS No. 25 - 2
Printing, Graphic Design,
and Mailing Services
Issue Date: Thursday, August 1, 2024
Questions Due Date: Tuesday, August 20, 2024 at 2 pm PDT Proposal Due Date: Thursday, September 5, 2024 at 2 pm PDT Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 2 (THIS PAGE INTENTIONALLY LEFT BLANK)
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 3 TO PROSPECTIVE PROPOSERS
The City of Santa Fe Springs (“City”) invites proposal submissions under this Request for Proposals (“RFP”). The City will evaluate responses to this solicitation to determine qualifications. Submissions must adhere to the format and content described. Only proposals that adhere to the requirements will be evaluated. The information set forth is the minimum required to qualify for consideration. The successful Proposer will be required to enter into an agreement based on the specifications outlined in this RFP.

DATE OF SOLICITATION
August 1, 2024

PROJECT
Printing, Graphic Design, and Mailing Services

PROPOSAL OWNER
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Lana Dich, Director of Finance
Contact Phone: (562) 858 - 0511
Contact Email: [email protected]

PROPOSAL CONTACT
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Micah Herd, Procurement Manager
Contact Phone: (562) 858 - 0511
Contact Email: [email protected]
Any questions about this RFP should be submitted via the City's PlanetBids Portal by Tuesday, August 20, 2024, at 2 pm PDT. Proposals must be submitted by Thursday, September 5, 2024, at 2 pm PDT. Prospective proposers must register their business with PlanetBids before being able to submit questions and/or proposals.

To access the City's PlanetBids Portal, please go to:
https://pbsystem.planetbids.com/portal/65093/portal-home Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 4 CONTENTS
I. Notice Inviting Proposals..........................................................................................................5 II. Introduction..................................................................................................................................6 III. About the City of Santa Fe Springs........................................................................................6 IV. Timeline .........................................................................................................................................6 V. Scope of Work .............................................................................................................................7 VI. Qualifications and Requirements ...........................................................................................8 VII. Proposal Submittal .....................................................................................................................9 VIII. Proposal Content and Format .................................................................................................9 IX. Evaluation Criteria ....................................................................................................................10 X. Proposal Protests .....................................................................................................................11 XI. Execution of Agreement..........................................................................................................12 XII. Insurance Requirements.........................................................................................................13 XIII. Business License Requirement ............................................................................................15 XIV. Use of Federal Funds...............................................................................................................16 XV. Non-Commitment of City ........................................................................................................16 XVI. Labor Requirements.................................................................................................................16 XVII. Records .......................................................................................................................................17 XVIII. Use of Subcontractors.............................................................................................................17 XIX. Modifications/Changes............................................................................................................17 XX. Disclosure of Information .......................................................................................................17 XXI. Ex-Parte Communications......................................................................................................18 XXII. General Rights of the City ......................................................................................................18 Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 5 I. Notice Inviting Proposals
The City of Santa Fe Springs seeks proposals from qualified vendors to provide printing, graphic design, and mailing services following the specifications, terms, and conditions identified in Request for Proposals (RFP) No. 25 - 2. Prospective respondents are advised to carefully read information related to this opportunity before submitting a response.

To view the complete RFP package, please visit:
https://vendors.planetbids.com/portal/65093/bo/bo-detail/119080

Prospective vendors must register with PlanetBids before being able to view all documentation or submit a response.

Questions must be submitted by Tuesday, August 20, 2024, at 2:00 pm PDT. *****QUESTIONS MUST BE SUBMITTED VIA PLANETBIDS*****
Proposals must be submitted via PlanetBids by Thursday, September 5, at 2:00 pm PDT. Responses to this RFP will be evaluated to determine the firm that is the most qualified and responsive to the requirements. Responses must adhere to the format and content described in the RFP.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 6 II. Introduction
The City of Santa Fe Springs, hereinafter referred to as “City”, invites proposals from qualified vendors to provide printing, copying, graphic design, and other related services.

The needs of the City are diverse, including small and large jobs, and requests will occasionally be time-sensitive. The items and services obtained will be used for internal and external correspondence.

Through this solicitation, the City seeks to establish a three (3) year agreement, with an option to extend for two (2) additional, one (1) year terms. To ensure the availability of services, the City may choose to award multiple vendors through this solicitation.

III. About the City of Santa Fe Springs
Santa Fe Springs is located in the southeast of the County of Los Angeles. Though incorporated in May 1957, the City's history dates back to 1871 when Dr. James E. Fulton came to the area and discovered a sulfur spring that was later developed into a health spa. Today, the City has approximately 18,800 residents and over 3,000 businesses.

The City provides a full range of municipal services, including police and fire, street maintenance, water utilities, recreational services, public library, and cultural events.

Additionally, the City is responsible for two (2) other legally separate entities, which include the Successor Agency to the Redevelopment Agency and the Housing Successor Agency to the Housing Authority.

The City has a vision statement that affirms, "The City of Santa Fe Springs is a great place to live, work, and play." Its mission statement is, "The City of Santa Fe Springs is committed to enhancing the quality of life of its residents and businesses by providing a safe environment, a thriving business community, quality family, youth, and senior services, and sound financial management of the community's resources." The guiding values are as follows:
 Personal integrity, honesty, and ethics
 Public service
 Compassion
 Responsibility, accessibility, and accountability
 Dedication
IV. Timeline
 Release RFP Thursday, August 1, 2024
 Online Q&A Deadline Tuesday, August 20, 2024, 2 pm PDT  Deadline to Submit Responses Thursday, September 5, 2024, at 2 pm PDT  City Review of Submissions Mid-September 2024
 Interviews TBD (If Necessary)
 Notifications Sent to Consultants Late September 2024/Early October 2024  Award Mid-October 2024
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 7 V. Scope of Work
General Service Description
The City is seeking vendors to create and produce various materials for internal and external use by residents, employees, members of the business community, and other community members using traditional print, the City website (santafesprings.org), and social media platforms (e.g., Facebook, X (formerly Twitter), Instagram, YouTube, and LinkedIn). These outreach materials include, but are not limited to:
 Letters
 Newsletters
 Brochures
 Flyers
 Business Cards
 Postcards
 Banners
 Signs
 Bound Books (e.g., Annual Financial Report, Budget Book)  Apparel/Promotional Items
 Content for Website Posting
The selected vendors will provide printing, graphic design, and mailing services for the items above on an as-needed basis. Vendors will process job orders as assigned by designated staff within each City department.

To assist with assessing workload type and volume, a table that identifies the items, services, and estimated annual quantities can be found by visiting PlanetBids and reviewing the posting associated with this RFP (see the "Line Item" tab). Please note that this is a partial list but represents most of the items and services the City typically requests. Needs and specifications may vary and are subject to change at any time.

Furthermore, the City does not commit to purchasing a specific quantity of any item or service. The amounts listed are annual estimates. City staff submitting service requests will determine the necessary quantity when the order is placed.

Vendors are invited to provide pricing for all or some items and services listed. Please note that preference will be given to vendors who submit the most comprehensive list.

All print and copy-produced materials must be of commercially acceptable quality. Work must be appropriately aligned, free of fading or smearing, of the correct color, and packaged to protect documents from damage in transit and delivery. Vendor mistakes or products of unacceptable quality must be corrected at no cost to the City.

In developing a response to this solicitation, vendors should remember that the City is committed to environmental sustainability. Vendors should be prepared to demonstrate how they maximize the use of recycled content in their paper products, including 100% post-consumer recycled content, with a preference for Green Seal Certified (GSC) paper when available.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 8 Additional Services
Mailing Services
Some printing materials, such as newsletters and postcards, may require mailing.

Vendors are asked to provide pricing for mailing and postage associated with those items.

Graphic Design Services
While the City retains staff who can provide most graphic design services, there may be some occasions where graphic design services are required in association with this service. Vendors must provide their pricing for graphic design on a perhour basis.

Delivery/Installation/Set-Up Services
The City may require delivery and set-up services for some items. These will be conducted within the City of Santa Fe Springs limits. The following is a list of locations where most services will occur. This list is subject to change as locations may be added or removed as pick-up and delivery locations.

Location Name Address
City Hall 11710 Telegraph Road
Santa Fe Springs, CA 90670
City Library 11700 Telegraph Road
Santa Fe Springs, CA 90670
Police Service Center 11576 Telegraph Road
Santa Fe Springs, CA 90670
Municipal Services Yard 12636 Emmens Way
Santa Fe Springs, CA 90670
Gus Velasco Neighborhood Center/Park 9255 Pioneer Boulevard Santa Fe Springs, CA 90670
Activity Center 11155 Charlesworth Road
Santa Fe Springs, CA 90670
Fire and Rescue 11300 Greenstone Ave
Santa Fe Springs, CA 90670
VI. Qualifications and Requirements
Vendors must clearly demonstrate how they meet the minimum qualifications to be considered. The following is a list of the City's requirements:
 Minimum five (5) years of experience with printing and mailing services, website services, translation, and/or graphic design
 Minimum three (3) years of experience providing similar services to a public agency of similar size and functionality as the City of Santa Fe Springs  A web-based platform to request business card orders is preferred  Ability to provide same-day service if the volume of the request is reasonable and sufficient notice is provided
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 9  Vendors must provide quotes based on the proposed fee schedule if requested by departments
 Must have the ability to provide mail services if requested Vendor should describe their experience and qualifications in their proposals to confirm that the above minimum requirements have been met. This should be detailed within their proposal within the section regarding Relevant Experience (See this RFP document, Section VIII – Proposal Content and Format for additional details) VII. Proposal Submittal
Please see Section VIII – Proposal Format and Content - for specific details regarding the information that needs to be included in your submission. Failure to provide all requested information may be considered “non-responsive” and rejected.

Responses to this RFP must be submitted electronically via the City's PlanetBids Portal by the deadline. Any responses transmitted and/or time-stamped after the deadline will not be accepted. Vendors should plan to submit responses to this request well before the deadline to avoid technical difficulties/errors.

VIII. Proposal Content and Format
Proposal Content
Firms shall be responsible for preparing a compelling, clear, and concise proposal. The City is requesting proposals, which contain, at a minimum the following information:

A. Letter of Interest - Please include a letter expressing your interest in being considered for the project. Include a statement regarding availability to dedicate time, personnel, and resources to this effort.

B. Vendor Questionnaire – Review and complete the questionnaire (Attachment A – Vendor Questionnaire). This document must be returned with your proposal.

C. Project Understanding and Approach – Include a statement demonstrating your understanding of the City's needs. Describe your general approach to providing services successfully, including methodologies and technologies you would employ. Describe anything you expect the City to provide.

D. Relevant Experience – Include information describing your experience providing similar services for public agencies. Using Attachment B – References, please give contact information for at least three (3) public entities that the City may contact. At a minimum, the City seeks references that can provide details about recent projects (i.e., completed within the last three (3) years) of similar size, scope, and complexity.

E. Conflict of Interest Statement - The Vendor shall disclose any financial, business, or other relationship with the City that may have an impact upon the Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 10 selection process. If the Vendor has no such conflicts, a statement declaring such should be included in their submission.

F. Cost Proposal (“Line Items” Tab in PlanetBids) – Please submit your pricing for the requested items and services by visiting the City’s PlanetBids Portal, finding the associated RFP, and clicking the “Line Item” tab. Vendors are invited to submit for all or some of the items and services listed. Keep in mind, vendors proving the most comprehensive list will receive preference.

Proposal Format
To facilitate the evaluation process, all responses are required to adhere to the following format requirements. The City strongly encourages respondents to thoroughly review their proposals before submission to ensure they adhere to the requirements. If the proposal is not formatted or does not include all the listed items/sections, it may be deemed non-responsive.

Responses shall not exceed twenty (20) pages when printed on 8-½ -11-inch paper. Font Times New Roman Font (preferred), 12pt font size. The twenty (20) page requirement does not include a cover letter/letter of transmittal or any items included as additional attachments. Proposals should also include the following:

A. Title Page showing the request for proposals subject; the Vendor's name; the name, address, email, and telephone number of the contact person; and the date of the proposal.

B. Table of Contents identifying the items/section listed in the “Proposal Content” section of this RFP.

C. Proposal details following the order set forth in the "Proposal Content and Format" section of this RFP.

IX. Evaluation Criteria
The City will establish an evaluation committee to review and rate each proposal. The proposal evaluation process will be conducted using a multi-step method, which will include the following steps:

A. Preliminary Proposal Review - The evaluation committee will review each submission to ensure adherence to the minimum/proposal format requirements.

B. Proposal Evaluation - In the second part of this process, the evaluation committee will review and rate proposals based on the following:

1. Proposed fees for services (40 points)
 Proposed fees are reasonable
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 11 2. Experience of Firm and Project Personnel (30 points)  Experience, resources, and qualifications of the firm and assigned individuals to perform tasks identified in the scope of work

3. References Checks (20 points)
 Good reference checks from primary and/or secondary sources

4. Responsiveness to RFP (10 points)
 Compliance with the required format
 Offered new/innovative services, suggestions
Local Vendor Preference
The City is prioritizing local vendors for this solicitation. Eligibility for being considered a local business is based upon physical location within the city limits. To be considered, vendors must submit a copy of their current City of Santa Fe Springs business license listing an address with the city limits. Vendors confirmed to be within the City will be given an additional five (5) points in the evaluation score.

Vendors outside the City of Santa Fe Springs are still highly encouraged to submit a response.

Interviews
If necessary, the City may require the top-rated proposers to participate in an interview.

The City will email those selected for the interview to schedule a date and time.

X. Proposal Protests
Proposal Protest Procedures (Before Proposal Opening)
A protest filed before the proposal opening must be filed in writing no later than ten (10) working days before opening. The most common types of protest that might be filed before a proposal opening include those based upon restrictive specifications or alleged improprieties in any solicitation that is apparent before the scheduled proposal opening.

When a protest is filed before a scheduled proposal opening, specific steps must be followed:

A. The protest must be submitted in writing within the specified time frame (no later than ten (10) working days prior to a proposal opening). All protests must be filed with the City’s Director of Finance for determination. Protest must be submitted to the Director of Finance by mail or email within the specified time frame. Protests can be sent to:

Mail:

City of Santa Fe Springs
Attn: Department of Finance – Lana Dich
11710 Telegraph Road
Santa Fe Springs, CA 90670
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 12 Or
Email:
[email protected]
B. The protest must contain factual and legal reason(s) and should recommend a proposed remedy. Nevertheless, it should be noted that the City reserves the right not to implement the proposed remedy but to offer alternative solutions where applicable.

C. Where appropriate, the City will hold an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties may include all proposers, subcontractors, or suppliers, provided they have a substantial economic interest in a portion of the RFP.

D. All potential proposers will be advised of a pending protest.

E. The City shall not open proposals prior to the resolution of the protest unless it is determined that:
• The items to be procured are urgently required;
• Delivery or performance will be unduly delayed by failure to make the award promptly; or
• Failure to make a prompt award will otherwise cause undue harm to the City.

The City will respond in writing within ten (10) business days after receipt of a properly filed protest. The Director of Finance will respond and include a response to each substantive issue raised in the protest.

After the exhaustion of administrative remedies, the protesting party will be given the City’s final decision. The Director of Finance has the authority to decide on all protests.

Proposal Protest Procedures (After Proposal Opening/Post Award) A protest filed after a proposal opening must be filed within three (3) working days after the aware. The City will grant the protesting party a fair review and shall have up to ten (10) business days to review the protest and render its decision.

XI. Execution of Agreement
If required, the resulting agreement (see attached sample Attachment C) shall be signed by the successful Vendor and return with the required insurance within ten (10) business days after the City issues a notice of intent to award. Failure to execute the agreement and file acceptable insurance documents as provided herein shall cause, at the City's option, for annulment of the award. Please review the insurance requirements and indemnification clause in the attached sample agreement.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 13 Should the successful Vendor decline to execute the agreement, the City can either reject all proposals, accept one of the other proposals, or issue a new solicitation.

XII. Insurance Requirements
Any vendor conducting services for the City of Santa Fe Springs must obtain and maintain insurance at their own expense. Insurance must be held until completion of services and formal acceptance by the City. The following insurance placed with an insurer admitted to write insurance in California or a non-admitted insurer on California’s List of Eligible Surplus Lines Insurers (LESL):

A. Commercial General Liability
Commercial General Liability (CGL) (equivalent in coverage scope to Insurance Services Office, Inc. Form CG 00 01) shall cover on an “occurrence” basis for bodily injury and property damage, including premise-operations, productscompleted, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

If requested, the "City of Santa Fe Springs, its officials, employees, and agents" must be separately endorsed to the policy as additional insureds on an endorsement equivalent to the Insurance Services Office, Inc. Form CG 20 10 11 85 of CG 20 26 1185.

B. Business Automobile Liability
For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form CA 00 01 covering, Code 1 (any auto), or if Vendor has not owned autos, Code 8 (hired) and 9 (non-owned) with limit no less than $1,000,000 per accident for bodily injury and property damage.

If an automobile is not necessary to perform services, the Vendor must submit a written request for a waiver of this requirement.

C. Professional Liability or Errors and Omissions
Depending on the work or services to be performed, professional liability or errors and omissions liability insurance may be required. The City will require the Vendor to provide professional liability or errors and omissions liability insurance in an amount not less than $2,000,000 per occurrence or claim. Architects’ and engineers’ coverage shall be endorsed to include contractual liability.

D. Workers' Compensation and Employer's Liability
Workers' Compensation as required by the California Labor Code and Employer's Liability in an amount not less than $1,000,000 per accident for bodily injury or disease.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 14 E. Cyber Liability Insurance (if applicable)
With limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

F. Technology Professional Liability Errors & Omissions (if applicable) Coverage must be appropriate to Vendor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Vendor shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

The policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Vendor.

If not covered under Vendor’s liability policy, such “property” coverage of City may be endorsed onto Vendor’s Cyber Liability Policy as covered property.

Required insurance documentation
A. Certificate of Insurance
The Certificate Holder must be listed as follows:

City of Santa Fe Springs
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Risk Management
B. Endorsements (if requested)
In addition to the Certificate of Insurance, the Vendor must provide the following endorsements:

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 15 1. Additional insured endorsements to the general liability and auto liability* insurance policies. The "City of Santa Fe Springs, its officials, employees, and agents" must be endorsed to the Vendor's general liability policy as well as the auto liability policy as additional insureds on an endorsement equivalent to ISO forms CG 20 10 11 85 or CG 20 26 11 85.

2. Cancellation notice endorsements. Each policy must be endorsed to cerify that it will be not be cancelled or non-renewed by either party or reduced in coverage or limits (except by paid claims) unless the insurer has provided the City with thirty (30) days prior written notice of cancellation (ten (10) days for cancellation due to nonpayment of premium is acceptable).

3. Primary, non-contributory coverage endorsements. The general liability and professional liability (if required) policies must be endorsed to provide that each policy shall apply on a primary, non-contributing basis with any insurance or self-insurance, primary or excess, maintained by or available to the City or its officials, employees and agents.

C. Waiver and Modifications of the Insurance Requirements The City has the authority to modify these insurance requirements at any time at its discretion.

In general, any contract deemed sole source, professional/professional services, involve the disclosure of proprietary information, and/or a public works project, may require revisions to the City's standard insurance requirements. Any revisions to the insurance requirements will be identified within the associated service contract terms and conditions.

Vendors may request a waiver or modification of these insurance requirements.

Waiver or modification requests must be submitted in writing. The request should state the specific insurance requirement that is being considered for waiver or modification and provided a brief explanation for the request. Requests will be reviewed on a caseby-case basis, and the decision will ultimately depend on the scope of services. The final decision to approve or deny a request will be at the City's legal authority or an authorized designee's discretion.

XIII. Business License Requirement
Vendors that conduct business within city limits may be required to obtain a City of Santa Fe Springs business license if selected. The business license must be acquired before commencing any work. Additional information regarding the City's Business License Program may be obtained by visiting the City's website at:
https://www.santafesprings.org/business/opening_a_business/new_application.php Or by calling the City of Santa Fe Springs Business Support Center at (562) 264 - 5219.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 16 XIV. Use of Federal Funds
The City may elect to use funding from Federal sources for a portion of or all expenses related to this project. The United States Federal Government requires purchases of items and services to meet specific standards when using Federal funds, including grants, cooperative agreements, contracts, and Federal funds "passed-through" to the City from a non-Federal entity (i.e., sub-recipient agreements). These requirements are codified under the Code of Federal Regulation's (CFR) Title 2, Subtitle A, Chapter II, Part 200 (also referred to as "2 CFR 200" or "Uniform Guidance") and the Federal Acquisition Regulations (FAR), as applicable.

The following standards apply to all purchases of items and services using Federal funds:
 Transactions shall be conducted lawfully and ethically  Unnecessary/duplicative purchases are not permitted
 Utilizing a vendor or supplier on the U.S. Federal Government's Debarred and Suspended List (available at SAM.gov) is prohibited
 All individuals involved in the expenditure of federal monies must avoid any actual or apparent conflict of interest
 Procurement transactions must be conducted in a manner providing full and open competition
 Opportunities should be provided to minority businesses, women's business enterprises, and labor surplus area firms when possible  Contracts and purchase orders should include the contract provisions required by 2 CFR 200 Appendix A
 Purchases of goods and services must include documentation detailing the procurement history
XV. Non-Commitment of City
While the City intends to select a Vendor through this process, this intention is subject to change at any time during the process. The City does not commit to awarding an agreement, paying any costs incurred in preparing the proposal for this request, and/or procuring or contracting any items or services.

XVI. Labor Requirements
A. Background: All personnel engaged in the performance of this work shall be employees of the Vendor and, as such, shall be warranted to possess sufficient experience and reliability to perform this work.

B. Health: All personnel engaged in the performance of this work shall be in good health and free of contagious diseases. The Vendor shall not allow any person(s) under the influence of alcohol or drugs on the premises or in the building. Neither shall the Vendor allow the use of or presence of alcohol or drugs on the premises or in the building.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 17 C. Non-Discrimination: The Vendor shall not discriminate in the employment of persons because of race, color, national origin, ancestry, mental/physical disabilities, sex, or religion of such persons.

D. Conduct: No person(s) shall be employed for this work that is found to be incompetent, disorderly, and troublesome, under the influence of alcohol and drugs, which fails or otherwise refuses to perform the job properly and acceptably or is otherwise objectionable. Any person found to be objectionable shall be discharged immediately and not re-employed for this work.

E. Age: The Vendor will only hire individuals of legal age to work.

XVII. Records
The Vendor agrees to permit the City Manager or designee access to records, reports, files, and other papers or property of the Vendor to audit any performance aspect under this agreement.

XVIII. Use of Subcontractors
The Vendor shall be responsible for all work performed under the final agreement and keep all work under their control. No portion of the work may be subcontracted without the prior written consent of the City. All subcontractors used in this work shall be under the vendor's direct supervision and be considered their employees. Any approved subcontractors must provide insurance indemnifying the City with limits at or exceeding the limits of the Contractor's insurance.

XIX. Modifications/Changes
Changes in the areas serviced and/or specifications may be necessary during the agreement term. Changes in the agreement requirements and corresponding changes in compensation may be implemented upon mutual understanding between the City and the Consultant. These changes will be processed by the City Manager.

XX. Disclosure of Information
A. The Consultant agrees that it will not, during or after the term of the agreement, disclose any proprietary information or confidential business information of the City, including but not limited to its costs, charges, operating procedures, or methods of doing business to any person, vendor, corporation, association, or other entity or the general public for any reason or purpose whatsoever, without the prior written consent of the City. Such confidential or proprietary information received by the Vendor shall be used exclusively in connection with the performance of services.

B. The Vendor shall not issue or release for publication any articles, advertising, or publicity matters relating to the services performed by the Vendor hereunder or mentioning or implying the name of the City or its respective personnel without the prior written consent of the City.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25-2 Printing, Graphic Design, and Mailing Services 18 XXI. Ex-Parte Communications
Vendors and their representatives should not engage in unauthorized communications with elected officials, officers, employees, or agents of the City about this RFP. This requirement includes any evaluation panel member, except for designated RFP facilitators. This requirement remains in effect until after award notifications have been made.

This restriction does not prohibit consultants and their representatives from making oral statements or presentations to City representatives during a scheduled public meeting.

XXII. General Rights of the City
At its discretion, the City reserves the right to:

A. Reject any and/or all proposals for no reason or any reason including, but not limited to, the following:

1. The proposal is incomplete, non-responsive, obscure, irregular, or lacking necessary detail and specificity.

2. The Vendor, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services.

3. The Vendor failed or neglected to complete and submit any information within the time specified by the City and as may be otherwise required herein.

B. Reject any proposal that, in the opinion of the City, is so unbalanced in comparison to other proposals received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform; C. Accept all or any part of a proposal;
D. Make multiple awards;
E. Cancel the entire RFP;
F. Issue subsequent RFPs; or
G. Waive any errors or informalities in any proposal to the extent law permits.

PLEASE REVIEW
Attachment A – Vendor Questionnaire
Attachment B – References
Attachment C – Sample PSA
Also See – Sample Items 1 - 7
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT A – Vendor Questionnaire
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Business Name
Business Address
Business Phone Number
Contact Person
Name and Title
Contact Person
Phone Number
Contact Person
Email Address
Please submit responses to the following questions:

1. Is your business primary office
located within the City of Santa Fe
Springs? If so, you may qualify for
the local vendor preference.

Please submit a copy of your
business license with your
proposal submission.

2. How many years of experience do
you have providing printing
services?

3. How many years of experience do
you have providing graphic design
services?
1 Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559

4. Have you ever provided services
for a public agency (e.g. city,
county, state, Federal, school
district)?

5. If you answered “yes”, please
provide the name of the public
agency that you most recently
provided services?

6. Can you provide same
day/expedited services?

7. Do you have a web-based platform
for submitting/receiving business
card orders?
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT B – References
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 ATTACHMENT C – SAMPLE PSA
[Type here] [Type here] [Type here]

CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT
WITH
This Professional Services Agreement (“Agreement”) is made and effective as of ________________ (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and ________________, a [State and Entity Type: Example – California limited liability company] (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until the services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement.

2. SERVICES
Consultant shall perform the services described and set forth in the City’s Request for Proposals, attached hereto as Exhibit A, and Consultant’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Services”). Consultant shall complete the Services according to any schedule of performance set forth in Exhibit A.

To the extent that Exhibit B contains provisions inconsistent with this Agreement and/or Exhibit A, the provisions of this Agreement and Exhibit A shall govern.

3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement.

4. CITY MANAGEMENT
The City Manager or designee shall represent the City in all matters pertaining to the administration of this Agreement, including review and approval of all products submitted by Consultant.

5. PAYMENT
A. City agrees to pay Consultant monthly, [in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks]. This amount shall not exceed [Insert amount] Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 2 of 16 [Consultant Name]
dollars ($__.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. Consultant will submit invoices monthly for actual Services performed. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Services. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Consultant's Services or fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty-five (45) days of receipt of an invoice therefor.

6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. DEFAULT OF CONSULTANT
If the City determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, the City shall serve Consultant a written notice of the default. Consultant shall have seven (7) days after service of said notice to cure the default. In the event that Consultant fails to cure the default within such period of time or fails to present the City with a written plan for the diligent cure of default if such default cannot be cured within seven days, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. Consultant shall be responsible for costs incurred by the City Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 3 of 16 [Consultant Name]
due to Consultant’s failure to comply with this section. The City shall have the right to offset against the amount of any fees due to Consultant any costs incurred by the City as a result of Consultant’s default.

8. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate records with respect to tasks, costs, expenses, receipts, and other such information required by the City that relate to the performance of Services under this Agreement. Consultant shall maintain adequate records of Services provided in sufficient detail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to the City all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the Services under this Agreement.

9. INDEMNIFICATION AND DEFENSE
A. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the City and any and all of its officials, employees, agents, and/or volunteers (“Indemnified Parties”), from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, arising out of or in any way connected with the performance of Consultant, its officers, agents, employees, and/or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) under this Agreement, including all acts or omissions, willful misconduct, or negligent conduct, whether active or passive, on the part of Consultant, its officers, agents, employees, and/or subconsultants. Consultant’s duty to indemnify and Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 4 of 16 [Consultant Name]
hold harmless the Indemnified Parties shall not extend to the sole negligence or willful misconduct of the Indemnified Parties.

B. Duty to Defend. In the event the Indemnified Parties, individually or collectively, are made a party to any claim, action, lawsuit, or other adversarial proceeding arising or alleged to arise out of or is in any way connected with the performance of Consultant’s services under this Agreement, and upon demand by the City, Consultant shall immediately defend the Indemnified Parties at Consultant’s cost or at the City’s option to reimburse the City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters, regardless of whether or not Consultant, its officers, agents, employees, and/or subconsultants are specifically named or otherwise asserted to be liable, and regardless of whether or not there is any evidence of finding of fault or wrongdoing by Consultant, its officers, agents, employees and/or subconsultants. Payment by the City is not a condition precedent to enforcement of this provision.

C. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of the City or its officials, employees, agents, and/or volunteers, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely negligent or to have acted with willful misconduct.

Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees, and costs of litigation.

10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit C attached hereto and made a part of this Agreement.

11. INDEPENDENT CONTRACTOR
A. Consultant is and shall at all times remain as to the City a wholly independent consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither the City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement.

Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 5 of 16 [Consultant Name]
in the Agreement, the City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold the City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. The City shall have the right to offset against the amount of any fees due to Consultant under this Agreement as a result of Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this paragraph.

C. In the event that Consultant or any employee, agent, or subconsultant of Consultant providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless the City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.

D. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the City, including but not limited to eligibility to enroll in CalPERS as an employee of the City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

12. LEGAL RESPONSIBILITIES
Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. The City and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 6 of 16 [Consultant Name]

13. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with this Agreement or any Services to be conducted as a result of this Agreement. Violation of this section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.

14. NO BENEFIT TO ARISE TO CITY EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-agreement, or the proceeds thereof, for Services to be performed under this Agreement.

15. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.

However, the City's right to review any such response does not imply or mean the Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 7 of 16 [Consultant Name]
right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

16. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention:

To Consultant: _________________________
_________________________

17. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. [Because of the personal nature of the Services to be rendered pursuant to this Agreement, only _____________ shall perform the Services described in this Agreement, unless otherwise agreed to by City. Consultant shall provide City fourteen (14) days' notice prior to the departure of ____________ from Consultant's employ. Should he/she leave Consultant's employ, City shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this Agreement, Consultant’s sole compensation shall be payment for actual Services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City and Consultant.] Before retaining or contracting with any subconsultant for any services under this Agreement, Consultant shall provide the City with the identity of the proposed subconsultant, a copy of the proposed written contract between Consultant and such subconsultant which shall include and indemnity provision similar to the one provided herein and identifying the City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.

18. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses required of it by law for the performance of the Services described in this Agreement.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 8 of 16 [Consultant Name]

19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

21. AMENDMENTS
Any amendments to this Agreement must be in writing and executed by the parties hereto, or their respective successors and assigns, in order to be valid.

22. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

23. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

24. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

25. WAIVER
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 9 of 16 [Consultant Name]
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. 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. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

26. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

27. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

28. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

29. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
[If Consultant is a corporation, two signatures are required: Signature 1 – the Chairperson of the Board, the President, or any Vice President; Signature 2 – the Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer (Corp. Code § 313).]

CITY OF SANTA FE SPRINGS CONSULTANT
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 10 of 16 [Consultant Name]
____________________________ ____________________________ Name: ______________________
Title: _______________________
Date: ______________________ Date: _______________________ ATTEST: CONSULTANT
__________________________ ____________________________ Janet Martinez, City Clerk Name: ______________________ Title: _______________________
Date: _______________________
APPROVED AS TO FORM:
_________________________
Ivy M. Tsai, City Attorney
Attachments: Exhibit A City’s Request for Proposals
Exhibit B Consultant’s Proposal
Exhibit C Insurance Requirements
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 [Type here]

EXHIBIT A
CITY’S REQUEST FOR PROPOSALS
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 [Type here]

EXHIBIT B
CONSULTANT’S PROPOSAL
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 [Type here]

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
[Note: May need to delete workers' compensation and employer's liability insurance requirements for certain sole proprietorships, partnerships, or corporations without employees.]
Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease).

Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 [Type here]
[Note: If the required limits for general liability, auto and employer’s liability are $1 million or less, the following paragraph may be omitted.] Umbrella or excess liability insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
 A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
 Pay on behalf of wording as opposed to reimbursement;  Concurrency of effective dates with primary policies;  Policies shall “follow form” to the underlying primary policies; and  Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 [Type here]
premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 [Type here]
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559

EXHIBIT B
CONSULTANT’S PROPOSAL
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559

LETTER OF INTENT TO BID
August 27, 2024
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Lana Dich, Director of Finance
RE: RFP No. 25 - 2
To Whom It May Concern,
Please consider this letter confirmation that Inkovation, Inc. intends to place a bid for the Printing, Graphic Design, and Mailing Services of RFP No. 25 - 2.

A bid will be submitted via Planet Bids online portal by September 5, 2024.

The individual to whom all information regarding this RFP should be transmitted is:

Name: JD Savaliya
Address: 13659 Excelsior Drive, Santa Fe Springs, CA 90670 Phone Number: 800-465-4174 Ext. 104
Fax Number: 800-465-4178
Email address: [email protected]
We concur with the proposed contract language as presented in the RFP.

Sincerely,
JD Savaliya
President
Inkovation, Inc.

JD S li
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT A – Vendor Questionnaire
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Business Name
Business Address
Business Phone Number
Contact Person
Name and Title
Contact Person
Phone Number
Contact Person
Email Address
Please submit responses to the following questions:

1. Is your business primary office
located within the City of Santa Fe
Springs? If so, you may qualify for
the local vendor preference.

Please submit a copy of your
business license with your
proposal submission.

2. How many years of experience do
you have providing printing
services?

3. How many years of experience do
you have providing graphic design
services?
1 Inkovation, Inc.
13659 Excelsior Drive, Santa Fe Springs, CA 90670
800-465-4174
JD Savaliya, President
800-465-4174 ext 104
[email protected]
Yes
15 years
15 years
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559

4. Have you ever provided services
for a public agency (e.g. city,
county, state, Federal, school
district)?

5. If you answered “yes”, please
provide the name of the public
agency that you most recently
provided services?

6. Can you provide same
day/expedited services?

7. Do you have a web-based platform
for submitting/receiving business
card orders?
Yes
City of La Habra
Yes
Yes
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT B – References
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
City of La Habra
201 E. La Habra Blvd, La Habra, CA 90631
Marcia Taylor
562-383-4207
[email protected]
La Habra military pole banners
05/16/2024
R. R. Donnelley & Sons Company
35 W Wacker Drive, 36th floor, Chicago, IL 60601
Juanita Burney
619-840-1903
[email protected]
Jack in the Box - M25 POP Jobs
08/09/2024
AmericasPrinter.com
6910 Aragon Circle, Buena Park, CA 90620
Artie Parent
714.521.1100 ex 219
[email protected]
Celsius / 7-eleven Window Perf Decal
07/23/2024
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 1 of 5 ends

Printed 09/05/2024
PlanetBids
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 2 of 5 ends

Printed 09/05/2024
PlanetBids
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 3 of 5 ends

Printed 09/05/2024
PlanetBids
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 4 of 5 ends

Printed 09/05/2024
PlanetBids
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 5 of 5 ends

Printed 09/05/2024
PlanetBids
Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

Commercial General Liability Insurance. Consultant shall procure and maintain commercial general liability insurance (“CGL Coverage”) with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile Liability Insurance. Consultant shall procure and maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

Professional Liability (Errors & Omissions) Insurance. For the full term of this Agreement and for a period of three (3) years thereafter, Consultant shall procure and maintain professional liability insurance appropriate to Consultant’s profession. Such coverage shall have the minimum limits of no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

Workers’ Compensation Insurance. Consultant shall procure and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease) which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Work contemplated in this Agreement.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.

Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type.

Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant 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. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.

The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.

Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.

Docusign Envelope ID: DD1E470C-6F32-4241-85BD-A26927DC0559 REV032024 Page 1 of 24 Simpson Advertising, Inc.

CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT
WITH
SIMPSON ADVERTISING, INC.

This Professional Services Agreement (“Agreement”) is made and effective as of October 15, 2024 (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and Simpson Advertising, Inc., a California Corporation (“Consultant”). For the purposes of this Agreement, City and Consultant may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Consultant interchangeably, as appropriate.

RECITALS
WHEREAS, City requires professional consulting services for Graphic Design Servcies (collectively, the “Project”); and
WHEREAS, City staff has determined that Consultant possesses the experience, skills, and training necessary to competently provide such services to City; and WHEREAS, the execution of this Agreement was approved by the City of Santa Fe Springs City Council (“City Council”) at its Regular Meeting of ___________ under Agenda Item No. _____;
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

AGREEMENT

1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until June 30, 2027 (“Term”), or until services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement. This Agreement may be extended for one (1) additional, one (1) year term, if mutually agreed upon in writing.

2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services and tasks described and set forth in the City’s Request for Proposals, attached hereto as Exhibit A, and Consultant’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Scope of Work”). Consultant further agrees to furnish to City all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. Consultant shall complete the services and tasks set forth in the Scope of Work according to any schedule of Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 2 of 24 Simpson Advertising, Inc.
performance set forth in Exhibit A. To the extent that Exhibit B contains provisions inconsistent with this Agreement and/or Exhibit A, the provisions of this Agreement and Exhibit A shall govern. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”

3. PERFORMANCE
A. Time is of importance for this Agreement and every provision contained herein.

The Work shall commence upon mutual consent of the Parties subsequent the City’s issuance of a written Notice to Proceed. Consultant shall perform the various tasks identified in, and within the timeframes set forth in, the Scope of Work, and shall complete all of the Work in accordance with the schedule and timeline established by the Parties;
B. Consultant shall, at all times, faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement;
C. Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner;
D. Consultant shall at all times enforce strict discipline and good order among Consultant’s employees; and
E. Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

4. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed Fifty Thousand Dollars ($50,000.00) (the “Not-to-Exceed Sum”), per fiscal year (July 1st – June 30th), during the Term of this Agreement, unless additional payment is first approved as provided in this Agreement. In the event Consultant’s charges are projected to exceed the Notto-Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant’s performance for the relevant Work pending City approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.

B. Consultant shall not be compensated for any Work rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or his/her designee. Consultant shall be compensated for any Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 3 of 24 Simpson Advertising, Inc.
additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. The Not-to-Exceed Sum will be paid as the Work is completed. Consultant will submit to City itemized invoices indicating the services performed and tasks completed, including services and tasks performed and the reimbursable out-ofpocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.

D. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Work.

5. ACCOUNTING RECORDS
Consultant will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City will have the right to access and examine such records, without charge, during normal business hours. City will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. ABANDONMENT BY CONSULTANT
In the event Consultant ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, Consultant will deliver to City immediately and without delay, all materials, records and Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 4 of 24 Simpson Advertising, Inc.
other work product prepared or obtained by Consultant in the performance of this Agreement. Furthermore, Consultant will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which City may incur as a result of Consultant’s cessation or abandonment.

8. CITY’S REPRESENTATIVE
City hereby designates the City Manager (the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or his/her designee will act on behalf of the City for all purposes under this Agreement.

Consultant will not accept directions or orders from any person other than the City Representative or his/her designee.

9. CONSULTANT REPRESENTATIVE
Consultant hereby designates Account Executive to act as its representative for the performance of this Agreement (the “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. Consultant Representative or his/her designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.

Notice to the Consultant Representative will constitute notice to Consultant.

10. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS Consultant agrees to work closely with City staff in the performance of the Work and this Agreement and will be reasonably available to City staff and the City Representative at all reasonable times. All work prepared by Consultant will be subject to inspection and approval by City Representative or his or her designees.

11. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
Consultant represents, acknowledges and agrees to the following:

A. Consultant will perform all Work skillfully, competently and to the highest standards of Consultant’s profession;
B. Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City’s authorized representative;
C. Consultant will perform all Work in a manner reasonably satisfactory to the City; Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 5 of 24 Simpson Advertising, Inc.

D. Consultant will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom;
E. Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of Consultant’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by Consultant; and
G. All of Consultant’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.

The Parties acknowledge and agree that Consultant will perform, at Consultant’s own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant’s employees, agents, contractors, subcontractors and subconsultants. Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that City’s acceptance of any work performed by Consultant or on Consultant’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant’s profession.

12. ASSIGNMENT
The skills, training, knowledge and experience of Consultant are material to City’s willingness to enter into this Agreement. Accordingly, City has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by Consultant or on behalf of Consultant in the performance of this Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 6 of 24 Simpson Advertising, Inc.

Agreement. In recognition of this interest, Consultant agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City. In the absence of City’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

13. SUBSTITUTION OF KEY PERSONNEL
Consultant has represented to City that certain key personnel will perform and coordinate the Services under this agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the CITY. The key personnel for performance of this Agreement are as follows: See Exhibit B – Consultant Proposal.

14. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT

CONTRACTOR
The Work will be performed by Consultant or under Consultant’s strict supervision.

Consultant will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with Consultant’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of City’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of Consultant are not employees of City and will at all times be under Consultant’s exclusive direction and control. Consultant will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.

Consultant will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like

15. REMOVAL OF EMPLOYEES OR AGENTS
If any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 7 of 24 Simpson Advertising, Inc.

Consultant, a threat to persons or property, or if any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the City, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by Consultant and will not be reassigned to perform any of the Work.

16. COMPLIANCE WITH LAWS
Consultant will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. Consultant’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements, Federal Labor Standards Provisions including the prevailing wage requirements of the DBRA, and all applicable regulations of the U.S. Department of Housing and Urbanization.

17. NON-DISCRIMINATION
Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

18. INDEPENDENT CONTRACTOR STATUS
The Parties acknowledge, understand and agree that Consultant and all persons retained or employed by Consultant are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of City. Consultant will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. Consultant and all persons retained or employed by Consultant will have no authority, express or implied, to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, City, whether by contract or otherwise, unless such authority is expressly conferred to Consultant under this Agreement or is otherwise expressly conferred by City in writing.

19. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Consultant will procure and maintain policies of insurance that meet the requirements and specifications set forth in Exhibit C. Consultant will procure and maintain the required insurance coverage, at its own expense.

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20. INDEMNIFICATION
A. The Parties agree that City and City’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify, defend and protect City as set forth herein.

Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.

B. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.

C. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant’s failure to either pay City promptly for any costs associated with Consultant’s obligations to indemnify the City Indemnitees under this Section, or related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.

D. The obligations of Consultant under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers.

E. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City’s elected and Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 9 of 24 Simpson Advertising, Inc.
appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

F. City does not and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

G. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity.

21. TERMINATION WITHOUT CAUSE
City may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of City’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 22, below.

If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, as defined in Section 25, below, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City’s written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 22, below, will operate to prohibit or otherwise restrict City’s ability to terminate this Agreement for convenience as provided under this Section.

22. EVENTS OF DEFAULT; BREACH OF AGREEMENT
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 10 of 24 Simpson Advertising, Inc.
by which the Event of Default will be cured, which will not be less than the applicable cure period set forth herein, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. Consultant will cure the Event of Default within the following time periods:
i. Within ten (10) business days of City’s issuance of a Default Notice for any failure of Consultant to timely provide City or City’s employees or agents with any information and/or written reports, documentation or work product which Consultant is obligated to provide to City or City’s employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this subsection B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of City’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this Subsection B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 11 of 24 Simpson Advertising, Inc.

Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.

C. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City’s failure to timely pay any undisputed sums to Consultant pursuant to this Agreement will be cured by City within five (5) calendar days from the date of Consultant’s Default Notice to City.

D. City, in its sole and absolute discretion, may also immediately suspend Consultant’s performance under this Agreement pending Consultant’s cure of any Event of Default by giving Consultant written notice of City’s intent to suspend Consultant’s performance (hereinafter, a “Suspension Notice”). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant’s breach of the Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 12 of 24 Simpson Advertising, Inc.

Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.

Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City’s exercise of its remedies under this Agreement.

G. In the event City is in breach of this Agreement, Consultant’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.

23. SCOPE OF WAIVER OF DEFAULT
No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

24. SURVIVING ARTICLES, SECTIONS AND PROVISIONS
The termination of this Agreement pursuant to any provision of this Agreement or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

25. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY All Documents and Data will be and remain the property of City without restriction or limitation upon their use or dissemination by City. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of Consultant in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to City, a perpetual license for City to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. Consultant will require all subcontractors and subconsultants working on behalf of Consultant in the performance of this Agreement to agree in writing that City will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 13 of 24 Simpson Advertising, Inc.
prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by Consultant in the performance of this Agreement.

26. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and will not be disclosed by Consultant without prior written consent by City. City will grant such consent of disclosure as legally required. Upon request, all City data will be returned to City upon the termination or expiration of this Agreement. Consultant will not use City’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

27. FALSE CLAIMS ACT
Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

28. PROHIBITED INTERESTS
Consultant warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

29. RELEASE OF INFORMATION
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 14 of 24 Simpson Advertising, Inc.
subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.

B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.

However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.

30. COOPERATION; FURTHER ACTS
The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

31. SUBCONTRACTING
Consultant will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of City. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

32. NOTICES
All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Clerk’s Office
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To Consultant: Simpson Advertising, Inc.

PO Box 2464
Santa Fe Springs, CA 90715
Attention: Debbie Baker, CFO/Co-Owner
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

33. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.

34. GOVERNING LAW
City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

35. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

36. FORCE MAJEURE
The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of Consultant and without the fault or negligence of Consultant, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative 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 Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 16 of 24 Simpson Advertising, Inc.

Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

37. AMENDMENTS; MODIFICATIONS
No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

38. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

39. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

40. NO THIRD-PARTY BENEFIT
There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

41. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties.

42. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

43. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B REV032024 Page 17 of 24 Simpson Advertising, Inc.
representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

44. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

45. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

46. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

47. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility. [SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ Name: ______________________
Title: _______________________
Date: ______________________ Date: _______________________ ATTEST: CONSULTANT
__________________________ ____________________________ Fernando Munoz, Deputy City Clerk Name: ______________________ Title: _______________________
Date: _______________________
APPROVED AS TO FORM:
_________________________
_____________, City Attorney
Attachments: Exhibit A City’s Request for Proposals
Exhibit B Consultant’s Proposal
Exhibit C Insurance Requirements
Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B Debbie Baker
10/8/2024
CFO/Co-Owner

EXHIBIT A
CITY’S REQUEST FOR PROPOSALS
Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B Proposal Submitted
for the
City of Santa Fe Springs
Request For Proposals No. 25 - 2
Printing, Graphic Design, and Mailing Services
September 5, 2024
Simpson Advertising, Inc.

PO Box 2464
Santa Fe Springs, CA 90670
[email protected]
W (562) 949-9780 Ext 2 • C (562) 400-4635
[email protected]
W (562) 949-9780 Ext 1
Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B Table of Contents
Letter of Interest 1
ATTACHMENT A - Vendor Questionnaire 2
Business License 4
Project Understanding and Approach 5
ATTACHMENT B - Relevant Experience 6
Conflict of Interest Statement 7
Cost Proposal 7
Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B September 5, 2024
Micah Herd, Procurement Manager
City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Micah Herd,
Thank you for the opportunity to submit a response to the City of Santa Fe Springs Request For Prosal No. 25 - 2 Printing, Graphic Design, and Mailing Services.

Simpson Advertising, Inc. (SAI) has an experienced creative team, Jeff Simpson and Debbie Baker, that are very capable of providing the Graphic Design services specified for all of the printing and mailing items included in the RFP. Both Jeff and Debbie are the points of contact and dedicated personnel for this proposal. They also have the resources, time and expertise to perform these services in a timely manner.

The City of Santa Fe Springs has been contracting the graphic design and marketing services of SAI for nearly 50 years. These projects range from community outreach campaigns, newsletter and recreation guide publications, City logo development, exterior and interior signage, vertical pole banners, trade show booths, banner stands, City Anniversary materials and much more.

We cherish our long-term relationship with the City of Santa Fe Springs and look forward to providing our creative talents, prompt and professional services along with our invaluable experience and history of Santa Fe Springs.

It is with great pleasure and confidence that we submit our proposal to the City of Santa Fe Springs for Graphic Design Services.

Kind Regards,
Jeff Simpson
CEO/Co-owner
w: (562) 949-9780 ext. 1
[email protected]
Debbie Baker
CFO/Co-owner
w: (562) 949-9780 ext. 2
c: (562) 400-4635
[email protected]
1 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT A – Vendor Questionnaire
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Business Name
Business Address
Business Phone Number
Contact Person
Name and Title
Contact Person
Phone Number
Contact Person
Email Address
Please submit responses to the following questions:

1. Is your business primary office
located within the City of Santa Fe
Springs? If so, you may qualify for
the local vendor preference.

Please submit a copy of your
business license with your
proposal submission.

2. How many years of experience do
you have providing printing
services?

3. How many years of experience do
you have providing graphic design
services?
1 Simpson Advertising, Inc. (SAI)
PO Box 2464 • Santa Fe Springs, CA 90670
(562) 949-9780
Debbie Baker
CFO (Co-owner)
w (562) 949-9780 Ext 2
c (562) 400-4635
[email protected]
No, however SAI was located in Santa Fe Springs
from 1973-2009. Currently, our mailing address is
PO Box 2464
Santa Fe Springs, CA 90670
A copy of our Santa Fe Springs business license is
included on page 4 of this proposal.

SAI has provided printing services for nearly
40 years.

Please note: SAI is not submiting printing or
mailing services costs in this proposal.

SAI has provided graphic design services for over
50 years.

Please note: SAI is submiting only graphic design
services costs in this proposal.
2 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B

4. Have you ever provided services
for a public agency (e.g. city,
county, state, Federal, school
district)?

5. If you answered “yes”, please
provide the name of the public
agency that you most recently
provided services?

6. Can you provide same
day/expedited services?

7. Do you have a web-based platform
for submitting/receiving business
card orders?
Yes, SAI has provided printing and marketing
services for cities, a school district, commercial
businesses, civic organizations and non profits.

SAI currently provides graphic design and printing
services for the following public agencies:
• City of Santa Fe Springs
• City of Diamond Bar
• Walnut Valley Unified School District
Yes, SAI can provide same-day, expedited services.

No, SAI does not offer a web-based platform for
orders.
3 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B Business Type
Business Name:

Business Location:

Owner:

Date Issued:

Expiration Date 11422 ELVINS ST
LAKEWOOD, CA 90715-1216

SIMPSON ADVERTISING, INC
PO BOX 2464
SANTA FE SPRINGS, CA 90670-0488
For all inquiries regarding this tax certificate, contact HdL Business Support Center at (562) 264-5219.
"For Services Provided in the City of Santa Fe Springs, California JEFFREY D. SIMPSON

SIMPSON ADVERTISING, INC

MISC OUT OF CITY
July 01, 2024
June 30, 2025
SIMPSON ADVERTISING, INC :

Thank you for your payment on your City of Santa Fe Springs Business Tax Certificate. ALL TAX CERTIFICATE MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business tax certificate, contact the Business Support Center via email at: [email protected] or by telephone at: (562) 264-5219.

Keep this portion for your certificate separate in case you need a replacement for any lost, stolen, or destroyed certificate. A fee may be charged for a replacement or duplicate certificate.

If you have a fixed place of business within the City of Santa Fe Springs please display the Business Tax Certificate above in a conspicuous place at the premises. Otherwise, every BusinessTax Certificate holder not having a fixed place of business in the City shall keep the Business Tax Certificate upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector.

Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ City of Santa Fe Springs

BUSINESS TAX CERTIFICATE

BUSINESS SUPPORT CENTER
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2024
SIMPSON ADVERTISING, INC Certificate Number: 15807134
PO BOX 2464
SANTA FE SPRINGS, CA 90670-0488
TO BE POSTED IN A CONSPICUOUS PLACE AND NOT TRANSFERABLE OR ASSIGNABLE.

BUSINESS TAX CERTIFICATE
Certificate Number: 15807134
Mailing Address:
4 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B Project Understanding and Approach
Simpson Advertising, Inc. (SAI) understands the City of Santa Fe Springs seeks proposals from qualified vendors to provide printing, graphic design, and mailing services following the specifications, terms, and conditions identified in Request for Proposals (RFP) No. 25-2.

While SAI is capable of offering printing and mailing services through our trusted vendors, the volume and diversity of the requested work prevents us from providing competitive costs for these services. Therefore, SAI is submitting a proposal exclusively for graphic design services.

Graphic design is our area of expertise and passion. At SAI, we work closely with clients to become integral members of their project teams. Through consistent communication and preliminary digital proofs, we ensure a timely and efficient process from concept to final artwork, ready for print.

Being part of a team means being accessible, understanding client goals, responding promptly and professionally, and sharing our extensive experience and expertise in the design process. Additionally, we offer invaluable knowledge of the City of Santa Fe Springs.

SAI utilizes the latest industry-standard applications, including Adobe Creative Suite (Photoshop, InDesign, Illustrator, Acrobat, and more). We also maintain Microsoft Word, Excel, and PowerPoint to easily access client-provided content. When necessary, we supplement projects with photography, illustrations, graphic images, and icons from our online stock resources. As an added benefit, we tap into our extensive archives of Santa Fe Springs city photos, events and activities we have collected over the past 40 years.

SAI provides professional editing services (with client permission) where it becomes necessary to edit content to fit when space is tight. This added value expedites the design and layout process and saves our clients the time it would take to rewrite articles.

SAI is also capable of developing new content for publications, community outreach campaigns and other marketing endeavors.

In summary, our long-term professional relationships with cities, public organizations, and commercial clients reflect our talent, dedication, commitment, and pride of work. 5 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B 6 RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT B – References
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
City of Santa Fe Springs
11710 Telegraph Road • Santa Fe Springs, CA 90670
Raelene Barraza
(562) 692-0261 ext 3217
[email protected]
Telegraph newsletter, ATSFS recreation guide, logos,
certificates, folders, etc.

Ongoing since 1973
City of Diamond Bar
21825 Copley Drive • Diamond Bar, CA 91765
Cecilia Arellano
(909) 839-7056
[email protected]
DB Connection newsletters, recreation guides, logos,
flyers, brochures, banners, ads, annual calendar, etc.

Ongoing since 2004
Walnut Valley Unified School District
880 So. Lemon Avenue • Walnut, CA 91789
Bertha Pimentel
(Our primary contact Kelli Gile retired June, 2024)
(909) 444-3435
[email protected]
Outlook newsletters, postcards, ads, brochures, logos,
flyers, etc.

Ongoing since 2008
Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B SAI does not have any financial, business or other relationship with the City of Santa Fe Springs that may have an impact on the selection process.

Cost Proposal
(Line Items Tab in PlanetBids)
While SAI is capable of offering printing and mailing services through our trusted vendors, the volume and diversity of the requested work prevent us from providing competitive costs for these services.

SAI is submitting a proposal exclusively for graphic design services.

Item Code 43
Graphic Design Services $135.00 Hourly x 80 Hours = $10,800.00 Graphic Design Services costs have also been submitted under the line item tab at the City’s PlanetBids Portal.

Conflict of Interest Statement
7 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT A – Vendor Questionnaire
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Business Name
Business Address
Business Phone Number
Contact Person
Name and Title
Contact Person
Phone Number
Contact Person
Email Address
Please submit responses to the following questions:

1. Is your business primary office
located within the City of Santa Fe
Springs? If so, you may qualify for
the local vendor preference.

Please submit a copy of your
business license with your
proposal submission.

2. How many years of experience do
you have providing printing
services?

3. How many years of experience do
you have providing graphic design
services?
1 Simpson Advertising, Inc. (SAI)
PO Box 2464 • Santa Fe Springs, CA 90670
(562) 949-9780
Debbie Baker
CFO (Co-owner)
w (562) 949-9780 Ext 2
c (562) 400-4635
[email protected]
No, however SAI was located in Santa Fe Springs
from 1973-2009. Currently, our mailing address is
PO Box 2464
Santa Fe Springs, CA 90670
A copy of our Santa Fe Springs business license is
included on page 4 of this proposal.

SAI has provided printing services for nearly
40 years.

Please note: SAI is not submiting printing or
mailing services costs in this proposal.

SAI has provided graphic design services for over
50 years.

Please note: SAI is submiting only graphic design
services costs in this proposal.
2 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B

4. Have you ever provided services
for a public agency (e.g. city,
county, state, Federal, school
district)?

5. If you answered “yes”, please
provide the name of the public
agency that you most recently
provided services?

6. Can you provide same
day/expedited services?

7. Do you have a web-based platform
for submitting/receiving business
card orders?
Yes, SAI has provided printing and marketing
services for cities, a school district, commercial
businesses, civic organizations and non profits.

SAI currently provides graphic design and printing
services for the following public agencies:
• City of Santa Fe Springs
• City of Diamond Bar
• Walnut Valley Unified School District
Yes, SAI can provide same-day, expedited services.

No, SAI does not offer a web-based platform for
orders.
3 Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B Business Type
Business Name:

Business Location:

Owner:

Date Issued:

Expiration Date 11422 ELVINS ST
LAKEWOOD, CA 90715-1216

SIMPSON ADVERTISING, INC
PO BOX 2464
SANTA FE SPRINGS, CA 90670-0488
For all inquiries regarding this tax certificate, contact HdL Business Support Center at (562) 264-5219.
"For Services Provided in the City of Santa Fe Springs, California JEFFREY D. SIMPSON

SIMPSON ADVERTISING, INC

MISC OUT OF CITY
July 01, 2024
June 30, 2025
SIMPSON ADVERTISING, INC :

Thank you for your payment on your City of Santa Fe Springs Business Tax Certificate. ALL TAX CERTIFICATE MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business tax certificate, contact the Business Support Center via email at: [email protected] or by telephone at: (562) 264-5219.

Keep this portion for your certificate separate in case you need a replacement for any lost, stolen, or destroyed certificate. A fee may be charged for a replacement or duplicate certificate.

If you have a fixed place of business within the City of Santa Fe Springs please display the Business Tax Certificate above in a conspicuous place at the premises. Otherwise, every BusinessTax Certificate holder not having a fixed place of business in the City shall keep the Business Tax Certificate upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector.

Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ City of Santa Fe Springs

BUSINESS TAX CERTIFICATE

BUSINESS SUPPORT CENTER
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2024
SIMPSON ADVERTISING, INC Certificate Number: 15807134
PO BOX 2464
SANTA FE SPRINGS, CA 90670-0488
TO BE POSTED IN A CONSPICUOUS PLACE AND NOT TRANSFERABLE OR ASSIGNABLE.

BUSINESS TAX CERTIFICATE
Certificate Number: 15807134
Mailing Address:

Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B 6 RFP 25 – 2 Printing, Graphic Design, and Mailing Services ATTACHMENT B – References
(COMPLETE AND RETURN WITH YOUR PROPOSAL)
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
Entity Name
Entity Address
Name of Contact
Telephone Number of Contact
Email of Contact
Project Title
Date of Project
City of Santa Fe Springs
11710 Telegraph Road • Santa Fe Springs, CA 90670
Raelene Barraza
(562) 692-0261 ext 3217
[email protected]
Telegraph newsletter, ATSFS recreation guide, logos,
certificates, folders, etc.

Ongoing since 1973
City of Diamond Bar
21825 Copley Drive • Diamond Bar, CA 91765
Cecilia Arellano
(909) 839-7056
[email protected]
DB Connection newsletters, recreation guides, logos,
flyers, brochures, banners, ads, annual calendar, etc.

Ongoing since 2004
Walnut Valley Unified School District
880 So. Lemon Avenue • Walnut, CA 91789
Bertha Pimentel
(Our primary contact Kelli Gile retired June, 2024)
(909) 444-3435
[email protected]
Outlook newsletters, postcards, ads, brochures, logos,
flyers, etc.

Ongoing since 2008
Docusign Envelope ID: 14AAD045-B2F8-4F77-BB43-D7B12014867B City of Santa Fe Springs
Printing, Graphic Design, and Mailing Services (RFP 25-2), bidding on 09/05/2024 2:00 PM (PDT)

Page 1 of 5 ends
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