SCHEDULED ITEM
D-3
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: NICO DE ANDA-SCAIA, DEPUTY CITY MANAGER
DATE: AUGUST 17, 2026
SUBJECT: CONSIDERATION OF A FUNDING AGREEMENT BETWEEN THE CITY OF
AZUSA AND THE AZUSA CHAMBER OF COMMERCE
BACKGROUND:
The Azusa Chamber of Commerce has been a longstanding partner to the City in supporting the local business community, attracting investment, and organizing community and fundraising events.
Historically, the City has provided financial assistance to the Chamber at varying levels to help sustain these initiatives, with conditions for funding set forth in a joint City-Chamber Agreement. The most recent Agreement between the City and Chamber expired on June 30, 2024.
At their meeting of September 15, 2025, the City Council received a presentation by the Chamber of Commerce regarding a partnership proposal for renewed financial support from the City for Fiscal Year 2025-2026. As a result, Council provided general feedback and directed staff to enter into discussions with the Chamber regarding the specific terms of an Agreement. A negotiated Funding Agreement was presented to the City Council at their meeting of March 16, 2026, with a presentation by Chamber Leadership at the time. At the conclusion of Council discussion, Council tabled the Chamber’s funding request until additional information could be provided by the Chamber regarding their overall fiscal health and operational budget. Since that time, the Chamber has undergone a complete reorganization of board and staff leadership and has endeavored to develop an accurate picture of their finances along with a clear vision for operations. The subject action therefore requests that the City Council reconsider the previously negotiated Funding Agreement with specified terms related to a contract funding amount and term period.
RECOMMENDATIONS:
Staff recommends that the City Council take the following actions:
1) Approve the Funding Agreement between the City of Azusa and the Azusa Chamber of Commerce for Fiscal Year 2026-27 at a funding level of $45,000 retroactive to July 1, 2026, with up to two additional one-year term renewals;
Azusa Chamber of Commerce Funding Agreement
August 17, 2026
2) Authorize the City Manager to execute the Agreement, subject to minor modifications acceptable to the City Attorney, on behalf of the City; and
3) Authorize the City Manager to execute up to two renewals provided that the Chamber has been meeting its obligations under the current Agreement.
ANALYSIS:
Over the past year, the Chamber of Commerce has undergone significant board leadership and staffing changes, with a renewed stated purpose and focus on transparency, measurable outcomes, and a commitment to bringing public value. Therefore, the proposed Agreement outlines key economic objectives for the year based in part on identified city strategic goals and local business needs.
Key responsibilities of the Chamber under this Agreement include:
- Business Support & Training – through programming such as business development workshops, networking events, and a small business recognition program. - Event Coordination – such as regular business ribbon cutting ceremonies, the annual ‘Taste of the Town’ event, and ‘Toast to Service’ luncheon.
- Business Outreach, Marketing & Promotion – for civic engagement events, city-sponsored initiatives, and promoting small business and ‘shop local’ campaigns. - Community Information & Engagement – including serving as a liaison to the City’s business community, supporting public information efforts, and providing input and advocacy on issues that impact Azusa’s business community.
- City Updates – attend regular City Council meetings and provide quarterly public presentations on the “goings-on” of the Chamber, including the progress on key goals and objectives. - Fiscal Transparency – maintain detailed accounting records of city funding as it relates to chamber activities and provide an annual comprehensive fiscal report to the City.
Additional terms include the designation of a City representative to serve on the Chamber’s Executive Board as an Ex-officio non-voting member, and the prohibition against the Chamber’s use of public funds for mass mailings and partisan political activities.
The City has traditionally funded the Chamber over a multi-year period. The most recent City-Chamber Agreement (which expired on June 30, 2024) included city funding to the Chamber for a total annual amount of up to $44,493.00 - paid out in monthly installments - with a 5% annual compounding reduction in city funding based on an expectation that the Chamber would work toward full financial self-sufficiency through its operational revenues and other established fundraising efforts. The 5% annual reduction was never implemented. A self-sufficiency clause is not included in the proposed Agreement as Council previously expressed a preference for a single-year term.
The initial proposal of the Chamber was for Fiscal Year 2025-26. Considering we are now into Fiscal Year 2026-27, staff recommends funding the Chamber for the current Fiscal Year, to be paid out to the Chamber in equal monthly installments. Should Council desire to fund the Chamber in one-lump sum for the initial year, that is also an option. Staff further recommends that this Funding Agreement may be renewed annually by the City Manager for up to two additional one-year periods, pending the Chamber’s satisfactory progress on required conditions of the Agreement.
Azusa Chamber of Commerce Funding Agreement
August 17, 2026
FISCAL IMPACT:
The cost of the proposed Funding Agreement is $45,000 for FY 2026-27. Sufficient funding is included in the FY 2026-27 approved budget in Azusa Light & Water Consumer Services Account No. 31-40-702- 935-6499. No additional appropriation is required as a result of the recommended action.
Funding for any subsequent renewal periods will be subject to the availability and appropriation of funds through the applicable City budget process.
Prepared by: Reviewed and Approved by:
Nico De Anda-Scaia Sergio Gonzalez
Deputy City Manager City Manager
Attachment:
1) Azusa Chamber Funding Agreement and Scope of Services 8513273_1
FUNDING AGREEMENT BETWEEN THE CITY OF AZUSA
AND THE AZUSA CHAMBER OF COMMERCE FOR
ECONOMIC AND BUSINESS DEVELOPMENT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this ____ day of ________________, 20___ by and between the City of Azusa, a municipal corporation organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702 (“City”) and the Azusa Chamber of Commerce, a California non-profit corporation with its principal place of business at 240 W Foothill Blvd. Azusa, CA 91702 (“Chamber”). City and Chamber are sometimes individually referred to herein as “Party” and collectively as “Parties.”
2. RECITALS.
2.1 Chamber is organized to encourage a strong local economy and quality of life by promoting commerce, sound government, and an informed membership and community.
2.2 Comprised of business leaders throughout Azusa, Chamber has special knowledge and experience to promote economic and business development, including business attraction and retention programs, for the benefit of the City.
2.3 City and Chamber have mutual interests in enhancing the economic growth and vitality of the community in pursuit of the following goals:
(a) To cultivate community involvement;
(b) To encourage business alliances;
(c) To nurture the growth and development of new and existing businesses; (d) To coordinate events that celebrate and promote Azusa; (e) To advocate for and support legislative policies which seek to advance the local economy; and
(f) To ensure that operation of the Chamber is performed in the most responsible, cost-effective, and efficient manner possible.
2.4 Chamber desires to perform and assume responsibility for the provision of certain services required by the City on the terms and conditions set forth in this Agreement.
Chamber represents that it is experienced in providing business attraction and retention services, is registered as a non-profit corporation with the California Secretary of State and is familiar with the vision of City.
2.5 City desires to engage the services of the Chamber to conduct business attraction and retention services for Fiscal Year 2026-2027 as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants of the Parties hereto, the Parties agree as follows:
Azusa Chamber of Commerce Funding Agreement
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Chamber promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional business attraction and retention services necessary by the City (“Services”). The Services are more particularly described in Exhibit A (“Scope of Services”), attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be for the Fiscal Year 2026-2027 (July 1, 2026 – June 30, 2027), unless earlier terminated as provided herein. Chamber shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. This Agreement may be extended administratively by the City Manager, by mutual written consent of both parties, for up to two (2) additional one-year periods on the same terms and conditions of the Agreement provided Chamber is not in default of the Agreement.
3.2 Compensation and Payments.
3.2.1 Compensation. In consideration of the Services as set forth above in Section
3.1 hereof, the City hereby agrees to pay Chamber the sum of FORTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($45,000.00) (the “City Grant”). Chamber shall use the City Grant for the purposes specified in Exhibit A, or as otherwise mutually agreed to by the Parties in writing. In no event shall Chamber receive from City more than the stated City Grant amount without written approval of the Azusa City Council.
3.2.2 Payment of Compensation. The total compensation shown above shall be paid out to the Chamber in equal monthly installments of ___________________, through the remainder of the Term. Chamber shall submit to City a monthly invoice along with an itemized statement, describing the work completed and services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall use reasonable efforts to review statement and make all approved payments within 30 days of receiving such statement.
3.2.3 Reimbursement for Expenses. Chamber shall not be reimbursed for any expenses unless prior written authorization is provided by City.
3.2.4 Additional Services of Chamber. At any time during the term of this Agreement, City may request that Chamber perform additional services. As used herein, “Additional Services” means any services which are determined by City to be necessary for the proper completion of the objectives of this Agreement, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Chamber shall not be additionally compensated for any services rendered in connection with its performance of this Azusa Chamber of Commerce Funding Agreement
Agreement that are in addition to those set forth in Section III hereof unless such additional services are authorized in advance and compensation therefore established, in writing, by the City’s City Manager or his/her designee.
3.2.5 Future Funding Requests. Any requests for future City funding of Chamber services beyond the scope and term of this Agreement shall be made prior to and as part of the City’s budget process for City Council consideration. The Chamber may, at its discretion, make such request in writing as part of its regular reporting and public presentation(s) to the City Council during the term of this Agreement. The City’s annual budget is from July 1 through and including June 30.
3.3 Responsibilities of Chamber.
3.3.1 Schedule of Services. Chamber shall perform the Services expeditiously and in coordination with the City, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit B (“Schedule of Performance of Services”), attached hereto and incorporated herein by reference. Chamber represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Chamber’s conformance with the Schedule of Performance of Services, City shall respond to Chamber’s submittals in a timely manner. Upon request of City, Chamber shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance of Services.
3.3.2 City Updates. On a quarterly basis, Chamber shall provide public presentations/status reports to City, during a regularly scheduled Council meeting, with information covering topics such as progress on goals and business support services, general operations and financial updates, membership recruitment, and highlights of upcoming programming and services. In addition, the Chamber shall occasionally brief the City Council on other areas of mutual interest or reportable items as requested by the City. A Chamber representative shall also be made available to attend any City Council meeting at the request of City Manager or his/her designee on areas pertaining to Chamber activities or local businesses.
3.3.3 Annual Report. Prior to the end of the fiscal year and no later than June 1, 2026, Chamber shall submit a report to City in a form acceptable to the City Manager or his/her designee, which includes an accurate and complete record of Chamber achievement of goals as compared to the work plan, number of new and returning Chamber memberships, and a comprehensive financial report for the fiscal year-end.
3.3.4 Accounting Records. Chamber shall establish and maintain an accounting system in accordance with Generally Accepted Accounting Principles and standards. The system shall detail all costs chargeable to City under this Agreement and shall substantiate all such costs and comply with any applicable State and federal standards.
3.3.5 Maintenance and Inspection. Chamber shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such Azusa Chamber of Commerce Funding Agreement
records shall be clearly identifiable. With reasonable notice from City, Chamber shall provide to City copies of any and all work product, documents, reports, property and books produced by Chamber in fulfillment of this Agreement (“Documents”). The Documents shall be solely for the purpose of confirming and evaluating the execution of the programs described in this Agreement and shall not include records and documents unrelated to the execution of such programs (e.g. personnel records). Chamber’s obligation to maintain such Documents shall continue for three years after termination of this Agreement. This provision shall survive termination of this Agreement.
3.3.6 City Membership. As a part of the City Grant, the City shall receive a free corporate membership and free access/use of space for all business/community events sponsored by the Chamber. In addition, the Chamber will be billed at actual costs for any City services at special events with no deposit required.
3.3.7 City’s Representative. The City hereby designates the City Manager, or his/her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. City’s Representative shall serve on the Chamber’s Executive Board as an Ex-officio non-voting member with all other rights as provided to other officers. There are no term limits for the City’s Representative, and the City Manager may re-assign the City’s Representative on the Chamber Executive Board at any time.
3.3.8 Chamber’s Representative. Chamber hereby designates the Executive Director, or his/her designee, to act as its representative for the performance of this Agreement (“Chamber’s Representative”). Chamber’s Representative shall have full authority to represent and act on behalf of the Chamber for all purposes under this Agreement. The Chamber’s Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.3.9 Coordination of Services. Chamber agrees to work closely with City staff in the performance of Services and shall be available to City’s Representative, City Council and other staff as needed during reasonable times.
3.3.10 Prohibition Against Use of Public Funds for Mass Mailings. The Chamber acknowledges and understands that in order to comply with State law, none of the City funds received in compensation for the Services shall be used for the design, production, printing or distribution of any publication, advertisement or other printed material that could be considered a prohibited mass mailing under the Political Reform Act (PRA) (Government Code § 81000 et seq.), as well as the regulations implementing the PRA (Title 2, Cal. Code of Regulations § 18700 et seq.), in accordance with the limitations prescribed in Section 6.2 of this Agreement.
3.3.11 Political Activities Prohibited. Chamber further covenants and agrees not to engage in any partisan political activity whatsoever during the term of this Agreement whether supported by City funds or otherwise.
Azusa Chamber of Commerce Funding Agreement
3.3.12 Independent Contractor. At all times during the term of this Agreement, Chamber shall be an independent contractor and Chamber, its officers, employees and agents shall not be employees of City.
3.3.13 Personnel. Chamber represents that it has, or will secure at its own expense, all personnel required to perform the Services under this Agreement. Chamber shall be solely responsible for the work performed by third party contractors, including timely performance and compensation.
3.3.14 Laws and Regulations; Employee/Labor Certifications. Chamber shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Chamber shall be liable for all violations of such laws and regulations in connection with Services. If the Chamber performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Chamber shall be solely responsible for all costs arising therefrom. Chamber shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.3.14.1 Labor Certification. By its signature hereunder, Chamber certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.3.14.2 Equal Opportunity Employment. Chamber represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Chamber shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.3.15 Insurance.
3.3.15.1 Time for Compliance. Chamber shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Chamber shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.
Azusa Chamber of Commerce Funding Agreement
3.3.15.2 Minimum Requirements. Chamber shall, at its expense, 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 Agreement by the Chamber, its agents, representatives, employees or subcontractors. Chamber shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Chamber shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits.
(C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Chamber shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. 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 Chamber or the City may withhold amounts sufficient to pay premium from Chamber payments. In the alternative, the City may suspend or terminate this Agreement.
3.3.15.3 Professional Liability. Chamber shall procure and maintain, and require its sub-Consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession.
Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to Azusa Chamber of Commerce Funding Agreement
include contractual liability. Defense costs shall be paid in addition to limits.
3.3.15.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Chamber shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of Azusa, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Chamber, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Chamber’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or selfinsurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Chamber’s insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.3.15), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.15.4. (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Chamber or for which the Chamber is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Chamber’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Chamber’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.3.15, any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.3.15.4.
(C) Workers’ Compensation and Employers’ Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Chamber. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced Azusa Chamber of Commerce Funding Agreement
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials, officers, employees, agents and volunteers, or any other additional insureds.
3.3.15.5 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Chamber or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Chamber hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
3.3.15.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Chamber shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Chamber shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
3.3.15.7 Subconsultant Insurance Requirements. Chamber shall not allow any subconsultants to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Chamber, the City may approve different scopes or minimum limits of insurance for particular subconsultants. The Chamber and the City shall be named as additional insureds on all subconsultants’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.
3.3.15.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City.
3.3.15.9 Verification of Coverage. Chamber shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, Azusa Chamber of Commerce Funding Agreement
certified copies of all required insurance policies, at any time.
3.3.15.10 Reporting of Claims. Chamber shall report to the City, in addition to Chamber’s insurer, any and all insurance claims submitted by Chamber in connection with the Services under this Agreement.
3.3.16 Safety. Chamber shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Chamber shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. Either Party may, by written notice, terminate the whole Agreement at any time and without cause by giving written notice to the other Party of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Upon termination, Chamber shall be compensated up to the pro rata amount of the current month’s payment, and Chamber shall be entitled to no further compensation.
3.4.2 Non-Refundable Deposit. In the case the Chamber has expended a nonrefundable deposit for an event venue prior to the noticed termination of this Agreement, when that event is directly associated with the completion of the scope of services for this Agreement, the City shall credit that amount out of the remaining funds for the term. Any credits provided by the City must be supported by receipts or other documents by the Chamber to the satisfaction of the City. The Chamber shall make a good faith effort at seeking full reimbursement for the deposit from the vendor.
3.4.3 Effect of Termination. If this Agreement is terminated as provided herein, City may require Chamber to provide all finished or unfinished Documents and Data and other information of any kind prepared by Chamber in connection with the performance of Services under this Agreement. Chamber shall be required to provide such document and other information within fifteen (15) days of the request.
3.5 Ownership of Materials and Confidentiality.
3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement Azusa Chamber of Commerce Funding Agreement
creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Chamber under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Chamber on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Chamber shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Chamber is entitled under the termination provisions of this Agreement, Chamber shall provide all Documents & Data to City upon payment of the undisputed amount. Chamber shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Chamber shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Chamber shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
3.5.2 Subcontractors. Chambershall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Chamber represents and warrants that Chamber has the legal right to license any and all Documents & Data. Chamber makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Chamber or its subcontractors, or those provided to Chamber by the City.
3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Chamber shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Chamber’s seal from the Documents & Data and indemnify and hold harmless Chamber and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Chamber shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Chamber shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Chamber, a party for whom the Chamber is legally responsible or liable, or anyone approved by the Chamber.
3.5.4 Confidentiality. All Documents & Data either created by or provided to Chamber in connection with the performance of this Agreement shall be held confidential by Azusa Chamber of Commerce Funding Agreement
Chamber. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Chamber for any purposes other than the performance of the Services. Chamber shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Chamber which is otherwise known to Chamber or is generally known, or has become known, to the related industry shall be deemed confidential. Chamber shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.5 Photography/Videography. From time to time Chamber will engage photographers/videographers to take photographs/videos or will purchase images/video for use in Chamber’s marketing campaigns, collateral or other uses. As to those third party photographs, images or videos whereby Chamber negotiates to purchase not only the photograph, image or video but also the copyright or other intellectual property rights, the provisions of this Section will apply.
As to those third party photographs, images or video whereby Chamber negotiates to purchase only the use of the photograph, image or video and copyright is maintained with the photographer/videographer, the provisions of this Section will not apply.
3.6 General Provisions.
3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Chamber:
Azusa Chamber of Commerce
240 W. Foothill Blvd.
Azusa, CA 91702
Attn: Andrea Batista, Interim Executive Director
[email protected]
City:
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702
Attn: Nico De Anda-Scaia, Deputy City Manager
[email protected]
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
Azusa Chamber of Commerce Funding Agreement
3.6.2 Indemnification.
3.6.2.1 Scope of Indemnity. To the fullest extent permitted by law, Chambershall indemnify and hold harmless City and any and all of its officials, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Chamber, its officers, agents, employees or subcontractors (or any agency or individual that Chamber shall bear the legal liability thereof) in the performance of services under this Agreement.
3.6.2.2 Duty to Defend. In the event the City, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Chamber shall defend the City at Chamber’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters.
Payment by City is not a condition precedent to enforcement of this indemnity. In the event of any dispute between Chamber and City, as to whether liability arises from the sole or active negligence of the City or its officers, employees, or agents, Chamber will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the City as solely or actively negligent. Chamber 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.
3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Chamber must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Chamber. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Chamber shall be barred from bringing and maintaining a valid lawsuit against the City.
3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other Consultants in connection with these Services.
3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.6.7 Construction; References; Captions. Since the Parties or their agents have Azusa Chamber of Commerce Funding Agreement
participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Chamber include all personnel, employees, agents, and subcontractors of Chamber, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.6.8 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.6.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.6.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.6.12 Prohibited Interests. Chamber maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Chamber, to solicit or secure this Agreement. Further, Chamber warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Chamber, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Chamber further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall 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, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.6.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
Azusa Chamber of Commerce Funding Agreement
3.6.14 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.
3.6.15 Authority to Enter Agreement. Chamber has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.6.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
CITY OF AZUSA AZUSA CHAMBER OF COMMERCE
By: By:
Sergio Gonzalez
City Manager
Name:
Attest: Title: Board Chair
Jeffrey Lawrence Cornejo, Jr.
City Clerk
Approved as to Form:
By:
Name:
Rachel Richman Title: Executive Director
City Attorney
Burke, Williams & Sorenson, LLP
Interim City Attorney
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EXHIBIT “A”
SCOPE OF SERVICES
240 W. Foothill Blvd, Azusa, CA 91702 | 626-210-1180 | [email protected] | www.azusachamber.com
AZUSA CHAMBER OF COMMERCE
Revised City Partnership Proposal
A 3-Year Partnership | Fiscal Years 2026–2027 through 2028–2029 Prepared for: City of Azusa Leadership and City Council Prepared by: Azusa Chamber of Commerce
Executive Summary
The Azusa Chamber of Commerce provides services not only to its members, but to all businesses within the City of Azusa. The Chamber offers services that advance the educational, commercial, professional, industrial, civic, and general interests of the City of Azusa, including:
● Educational opportunities
● Networking opportunities
● Recognition of individuals and businesses
● Community events
● Leadership development
The Chamber is committed to working together on regular and extraordinary programs each year that solicit the participation of the business community. Plans for a variety of activities and programs take into account the interests and needs of the business community and whether the events promote the goals of the Chamber. These include business seminars, holiday events, an annual Installation Dinner for the community, a monthly newsletter, membership campaigns, business recognition activities, community mixers, community volunteer opportunities, and a variety of other events.
The Azusa Chamber of Commerce plans to continue building the foundation of the Chamber and sets goals to grow day by day, rather than rushing into decisions, so we are sure we are building a Chamber for decades to come.
Funding Request
Reestablish and strengthen financial support
Term: 3 Years (Fiscal Years 2026–2027, 2027–2028, 2028–2029) A-2
Requested Annual Amount: $45,000
The new term and annual amount will support our programming, services, ribbon cuttings, marketing, and ability to assist our businesses and community through the programs and growth we anticipate each year, including:
● Taste of the Town — signature Azusa Golden Days fundraising event (October) ● Installation & Awards Ceremony — annual member recognition event (July) ● Chamber of Commerce Business Calendar — business promotion (January) ● Monthly Coffee/Breakfast networking meetups and quarterly mixers ● Quarterly Business Development Workshops and Resource Fairs ● Quarterly “Did You Know…” member education series
● Ribbon Cuttings and New Business Welcome program
● Membership Drive and our structured 3-touch membership engagement plan ● Promote and assist the Economic Development Department with initiatives and programs like Shop Azusa, visiting businesses to make sure they have the necessary materials to help promote the Shop Azusa program
Acknowledging Our Path Forward
We acknowledge the possible hesitation to agree to a term longer than 1 year, but a one-year term keeps the Chamber in survival mode. We want to use this first year to establish ourselves and build from there to create real stability. To further support the City's confidence in a 3-year commitment, the Chamber proposes a builtin 1-year check-in, at which point the Chamber will present a progress report on growth, programming outcomes, and financial performance to the City Council — while remaining within the 3-year term of the agreement.
City Collaboration
● Serve as a liaison to the City's business community, supporting public information efforts related to City initiatives, events, and services that benefit Azusa's local economy ● Promote national days that support business, through our marketing tools (social media, website, newsletter)
● Periodically attend City Council meetings and provide public updates highlighting Chamber programs, events, and services
● Champion Azusa's business community by building strong relationships with regional partners, neighboring chambers, and community organizations
Closing Statement
The Azusa Chamber of Commerce is grateful for the City's willingness to review and consider supporting our nonprofit organization, which supports all Azusa businesses and programs the City spearheads.
We are especially grateful to City Representative Nico De Anda-Scaia and the Economic Development Department for their continued guidance and collaboration throughout this process.
We are committed to growing and assisting our local businesses, and to continuing our partnership with the City of Azusa.
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8513273_1
EXHIBIT “B”
SCHEDULE OF SERVICES
240 W. Foothill Blvd, Azusa, CA 91702 | 626-210-1180 | [email protected] | www.azusachamber.com
FISCAL YEAR CALENDAR OF EVENTS
Azusa Chamber of Commerce — July 1, 2026 – June 30, 2027 Quarter 1 — July, August, September 2026
Month/Event Timing Notes
Installation Dinner July 26, 2026 (Postponed) Board installation and recognition Monthly Coffee/Breakfast —
July July 2026 Member networking
Monthly Coffee/Breakfast —
August August 2026 Member networking
Monthly Coffee/Breakfast —
September September 2026 Member networking
Quarterly Mixer (Q1) TBD — Q1 One mixer for the quarter Did You Know Series (Q1) TBD — Q1 Member education on local government, vendors, etc./protocols, and programs we might know about
Quarter 2 — October, November, December 2026
Month/Event Timing Notes
Taste of Town October 14, 2026 Signature fundraising event Chamber Calendar Debut Oct/Nov 2026 Launches for Holidays & New Year Monthly Coffee/Breakfast —
October October 2026 Member networking
Monthly Coffee/Breakfast —
November November 2026 Member networking
Monthly Coffee/Breakfast —
December December 2026 Member networking
Quarterly Mixer (Q2) TBD — Q2 One mixer for the quarter Did You Know Series (Q2) TBD — Q2 Member education on local government, vendors, etc./protocols, and programs we might know about
Quarter 3 — January, February, March 2027
Month/Event Timing Notes
Chamber of Commerce January 2027 Business promotion
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8513273_1
Month/Event Timing Notes
Business Calendar
Monthly Coffee/Breakfast —
January January 2027 Member networking
Monthly Coffee/Breakfast —
February February 2027 Member networking
Monthly Coffee/Breakfast —
March March 2027 Member networking
Quarterly Mixer (Q3) TBD — Q3 One mixer for the quarter Did You Know Series (Q3) TBD — Q3 Member education on local government, vendors, etc./protocols, and programs we might know about
Quarter 4 — April, May, June 2027
Month/Event Timing Notes
Monthly Coffee/Breakfast —
April April 2027 Member networking
Monthly Coffee/Breakfast —
May May 2027 Member networking
Monthly Coffee/Breakfast —
June June 2027 Member networking
Quarterly Mixer (Q4) TBD — Q4 One mixer for the quarter Did You Know Series (Q4) TBD — Q4 Member education on local government, vendors, etc./protocols, and programs we might know about
Membership Drive TBD Date not yet finalized
Event TBD
Other Items We Are Committed To
Other Business Center Community Programs
● Partnering with the Economic Development Department to visit local businesses, ensuring they have the materials and resources they need to take part in the Shop Azusa program. ● Business Development Workshops and Resource Fairs (quarterly). ● Ribbon Cuttings and New Business Welcome.
Membership Engagement
● Creating a 3-touch plan with our memberships.
○ Welcome Letter/social post
○ New Member Post
○ Invite to be part of ribbon cutting ceremonies
○ Invitations to all events via email blast/phone calls and/or visit business location ● Featuring our new members and spotlighting our Business Builder and Leadership memberships. ● Reposting our members’ promotions and advertisements across all marketing avenues (social pages, newsletter, and website).
Community & City Promotion
● Promote local events, holidays, and city events such as National Day celebrations. ● Promoting city events through our marketing tools (social media, newsletter, website).
This calendar reflects the Azusa Chamber of Commerce's planned events and programming for the 2026–2027 fiscal year, organized by quarter. Specific dates marked TBD will be finalized and updated as they