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City and Greater Coachella Valley Chamber of Commerce 2024/25
AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF CATHEDRAL CITY, CALIFORNIA
AND
THE GREATER COACHELLA VALLEY CHAMBER OF COMMERCE
This Agreement for Services (“Agreement”) is entered into as of this ____ day of _________, 2024 by and between the City of Cathedral City , a municipal corporation (“City”) and the Greater Coachella Valley Chamber of Commerce, a 501(c)(6) non-profit corporation (“Contractor”). City and Contractor are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”
RECITALS
A. City has sought, by direct negotiation the performance of the services defined and described particularly in Section 2 of this Agreement.
B. Contractor, following submission of a proposal for the performance of the services for business retention and expansion, cooperative marketing programs, as well as traditional Chamber functions, as defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services.
C. The Parties desire to formalize the selection of Contractor for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the Term of this Agreement is for twelve (12) months commencing on July 1, 2024.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
Contractor agrees to perform the services set forth in Exhibit “A” “Scope of Services” (hereinafter, the “Services”) and made a part of this Agreement by this reference. The Services shall be completed pursuant to the schedule specified in Exhibit “A.” Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole discretion, ma y choose not to enforce the Default provisions of this Agreement and may instead allo w Service Provider to continue performing the Services.
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City and Greater Coachella Valley Chamber of Commerce 2024/25 SECTION 3. ADDITIONAL SERVICES.
Contractor shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 26 “ Administration and Implementation” or Section 28 “Amendment” of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in Exhibit “B” “Compensation” and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed sixty-seven thousand one-hundred dollars ($ 67,100.00), unless additional compensation is approved in writing in accordance with Section 26 “Administration and Implementation” or Section 28 “Amendment” of this Agreement. (b) Each month Contractor shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall include a copy of the quarterly report based on Exhibit A summarizing activities , a statement of assets, liabilities and Owner’s Equity for the same quarter as submitted invoice, and a statement of activities to budget performance report for the same quarter as the submitted invoice. City shall independently review each invoice submitted by the Contractor to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice. (d) Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor.
SECTION 5. INSPECTION AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Contractor ’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Contractor’s work shall be deemed to have been accepted. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Contractor’s work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 16 “Indemnification” and Section 17 “Insurance.”
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City and Greater Coachella Valley Chamber of Commerce 2024/25 SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement shall become the joint property of City and Contractor and may be used, reused or otherwise disposed of by City without the permission of the either the City or Contractor. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Contractor in the course of providing the Services pursuant to this Agreement, Contractor’s guarantees and warranties in Section 9 “Standard of Performance” of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, s tudies, surveys, reports, data, notes, computer files, files or other documents. Upon completion, expiration or termination of this Agreement, Contractor shall turn over to City all such f inal work product if paid for by the City. This provision specifically excludes Contractors’ work notes and drafts, which are owned by Contractor, not City.
SECTION 7. CONTRACTOR'S BOOKS AND RECORDS.
(a) Contractor shall maintain any and all documents and records demonstrating or relating to Contractor’s performance of the Services. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to the Services, including expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be s ufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. In accordance with California Government Code Section 8546.7, if the total compensation in Section 4 exceeds ten thousand dollars ($10,000.00), this A greement and the Contractor's books and records related to this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
(b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed - 4 -
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City and Greater Coachella Valley Chamber of Commerce 2024/25 upon, such documents and records shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Contractor’s business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors -in-interest and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) Contractor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Contractor shall have no authority 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.
(b) The personnel performing the Services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Contractor or any of Contractor’s personnel.
Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s personnel are in any manner officials, officers, or employees of City. (c) Neither Contractor, nor any of Contractor’s personnel shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor, its officers, employees, agents or subcontractors, may have to any such rights. Contractor’s indemnity obligations in Section 16 “Indemnification” of this Agreement include the obligation to indemnify the City from and against any liability that may arise related to claims that Contractor, its officers, employees, agents or subcontr actors, are entitled to retirement, health care or any other benefits that accrue to City employees. This provision shall survive the expiration or earlier termination of this Agreement.
SECTION 9. STANDARD OF PERFORMANCE.
(a) Contractor represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Contractor under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit “A” “Scope of Work” that shall also be applicable to Contractor’s work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. - 5 -
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City and Greater Coachella Valley Chamber of Commerce 2024/25 (b) Contractor warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement.
SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES.
Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or i n equity, as a result of any failure of Contra ctor to comply with this section.
SECTION 11. PREVAILING WAGE LAWS
It is the understanding of City and Contractor that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, “construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work.
SECTION 12. NONDISCRIMINATION.
Contractor shall not discriminate, in any way, against any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status in connection with or related to the performance of this Agreement.
SECTION 13. UNAUTHORIZED ALIENS.
Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of the Services, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.
SECTION 14. CONFLICTS OF INTEREST.
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City and Greater Coachella Valley Chamber of Commerce 2024/25 (a) Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor ’s performance of the Services. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Contractor is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Contractor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Contractor will perform non- related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. (d) City may determine that Contractor must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Contractor shall file the subject Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request.
SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION.
All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. The Contractor and the City shall work together in identifying certain drafts/documents/reports prepared by the Contractor for the City, which shall be kept strictly confidential until such time the City authorizes the release of said information. The Contractor shall not disclose to any other entity or person any information regarding the activities of the City except as required by law or as authorized by the City. All financial reports provided by the Contractor to the City shall be deemed confidential and shall not be released publicly without prior written approval of the Contractor or as required by law. (a) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena.
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City and Greater Coachella Valley Chamber of Commerce 2024/25 (b) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reim bursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor ’s conduct.
Contractor shall promptly notify City should Contractor , its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contr actor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. Contractor shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law or for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
SECTION 16. INDEMNIFICATION.
(a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Contractor’s services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys ’ fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to off icers, agents, employees or subcontractors of Contractor , in the performance of professional services under this Agreement. Notwithstanding the foregoing, to the extent that the Consultant’s services are subject to California Civil Code Section 2782.8, the above indemnity, including the cost to defend, shall be limited to the extent required by Civil Code Section 2782.8.
(b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys’ fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in - 8 -
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City and Greater Coachella Valley Chamber of Commerce 2024/25 whole or in part, the performance of this Agreement by Contractor, or by any individual or entity for which Contractor is legally liable, including but not limited to off icers, agents, employees or subcontractors of Contractor.
(c) Indemnification from Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Contractor and shall survive the termination of this Agreement or this section.
(d) City’s Negligence . The provisions of this section do not apply to claims occurring as a result of City’s sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents.
SECTION 17. INSURANCE.
Contractor agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “C” “Insurance” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Contractor agrees to provide City with copies of required policies upon request.
SECTION 18. ASSIGNMENT.
The expertise and experience of Contractor are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Contractor under this Agreement. In recognition of that interest, Contractor shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Contractor ’s duties or obligations under this Agreement without the prior written consent of the City.
Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 20 “Termination of Agreement.” City acknowledges, however, that Contractor , in the performance of its duties pursuant to this Agreement, may utilize subcontractors.
SECTION 19. CONTINUITY OF PERSONNEL.
Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the Services. Contractor shall notify City of any changes in Contractor’s staff and - 9 -
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City and Greater Coachella Valley Chamber of Commerce 2024/25 subcontractors, if any, assigned to perform the Services prior to and during any such performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Contractor. In the event such notice is given, Contractor shall cease immediately all work in progress. (b) Contractor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Contractor or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Contractor , or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Contractor or City, all property belonging exclusively to City which is in Contractor’s possession shall be returned to City.
Contractor shall furnish to City a final invoice for work performed and expenses incurred by Contractor, prepared as set forth in Section 4 “Compensation and Method of Payment” of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 “Compensation and Method of Payment” of this Agreement.
SECTION 21. DEFAULT.
In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. Dur ing the period of time that Contractor is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20 “Termination of Agreement.” Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
SECTION 22. EXCUSABLE DELAYS.
Contractor shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Contractor. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, - 10 -
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City and Greater Coachella Valley Chamber of Commerce 2024/25 epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. COOPERATION BY CITY.
All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the Services shall be furnished to Contractor in every reasonable way to facilitate, without undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Cathedral City
Attn: City Clerk
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
To Contractor: Greater Coachella Valley Chamber of Commerce Attn: President/Chief Executive Officer
45149 Smurr St., Ste A
Indio, CA 92201
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
SECTION 25. AUTHORITY TO EXECUTE.
Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. Each Party hereto agrees to defend, indemnify, and hold harmless the other Parties hereto against all claims, suits, actions, and demands, including necessary expenses of investigation and reasonable attorneys' fees and costs, arising out of claims that its signatory was not competent or so authorized to execute this Agreement.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 “Amendment” and the City Manager’s contracting authority under the City of Cathedral City Municipal Code and its adopted policies and procedures.
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City and Greater Coachella Valley Chamber of Commerce 2024/25 SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 28. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if it does not exceed the amount that may be approved administratively pursuant to the City Municipal Code. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. The City’s City Manager may, but is not required to, make minor amendments not affecting substantive terms without further authorization from the City Council. The City Council hereby authorizes the City Manager to execute any such amendments as required by this Agreement or that do not otherwise reduce City’s rights under this Agreement. All other amendments shall be approved by the City Council.
SECTION 29. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work by Contractor shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 30. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Riverside.
SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT.
This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or wri tten, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, - 12 -
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City and Greater Coachella Valley Chamber of Commerce 2024/25 made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 34. ELECTRONIC SIGNATURE
The Parties agree that, in accordance with the City’s Electronic Signature Use Policy, adopted on August 10, 2023, and as amended thereafter, the Parties may use electronic signatures to execute this Agreement. Any use of electronic signatures to execute this Agreement shall comply with the City’s Electronic Signature Use Policy, and such signatures shall have the same force and effect as if this Agreement were executed by hand. Contractor acknowledges that it has had an opportunity to request and review the City’s Electronic Signature Use Policy, and Contractor agrees to comply with the Electronic Signature Use Policy. Contractor agrees to indemnify, defend, and hold the City harmless from any claim, damage, or liability associated with transmitting an electronic signature or an electronically signed record by electronic transmission.
SECTION 35. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by reference into this Agreement, the terms of this Agreement shall control.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]
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City and Greater Coachella Valley Chamber of Commerce 2024/25
CITY OF CATHEDRAL CITY
___________________________
Charlie McClendon
City Manager
ATTEST:
___________________________
Tracey R. Hernandez
City Clerk
APPROVED AS TO FORM
_______________________________
Eric Vail
City Attorney
GREATER COACHELLA VALLEY
CHAMBER OF COMMERCE
____
Brandon Marley
President/CEO
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EXHIBIT A
SCOPE OF SERVICES
Objective: Improve the financial health and resilience of Cathedral City businesses by (i) improving access to resources and best practices, (ii) improving the connections between and among Cathedral City businesses and the broader Coachella Valley business community, and (iii) improving Cathedral City businesses’ visibility and ability to attract new and repeat customers.
Cathedral City businesses will benefit from the Greater Coachella Valley Chamber of Commerce’s (GCVCC or Chamber) collaboration with the City of Cathedral City. The Chamber will gather information and share data with the City to aid in preserving, fostering, and growing the City’s business community. In short, the Chamber will support the city’s business retention and expansion efforts.
1. Business Support and Engagement Services
Administration cost: $30,000
Objective: The Chamber will host and produce resources to support entrepreneurial interests; professional, business, and workforce development; and industry. These services may include collaborating with other agencies to serve the best interests of Cathedral City businesses.
a) Treat all Cathedral City businesses equally regardless of GCVCC membership status.
b) The Chamber contact new Cathedral City businesses following the City’s Finance Department providing to the Chamber a monthly list of new business licenses.
Businesses will be offered at least two complimentary admissions to GCVCC networking or education events.
c) The Chamber will respond to all business requests and/or referrals within 48 business hours.
d) As needed, the Chamber may serve as a liaison between the City and other business support service providers (e.g., the Small Business Development Corporation, SCORE, the Coachella Valley Economic Partnership etc.) e) The GCVCC will host a regular GCV Educates series (in- person or virtual) GCV Educates provides valuable information to businesses on how to improve their business and/or professional development. Beyond GCV Educates, the Chamber will support and provide resources to Cathedral City businesses as requested. f) In concert with the City of Cathedral City, the Chamber will conduct periodic surveys and outreach to the local business community. Survey results will be shared with City of Cathedral City.
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g) Notify the City of Cathedral City promptly of inquiries of economic interest to the City and inquiries necessitating a response by the City. h) Refer inquiries to businesses outside the City only if no equivalent service exists within the City.
2. City Marketing
Administration cost: $12,000
The Greater Coachella Valley Chamber of Commerce will proactively market city assets, events, and businesses. The goal of these marketing efforts is to (i) increase economic activity within the City, (ii) improve the positive public perception of Cathedral City, (iii) raise property values, (iv) add to the City’s tax base.
The Chamber will seek to connect Cathedral City-based businesses with businesses and/or customers outside of City limits.
For all City or Chamber-related events within Cathedral City, the chamber will use its social media, e-newsletters, and webpages to cross-promote events. The City of Cathedral City may submit news on a weekly basis for inclusion in the Chamber e- newsletter.
3. Event Services
Total cost for event services: $25,100
The Chamber and City will collaborate on the production of business and community- oriented events within the City. The City commits to sponsoring a variety of GCVCC special events through the year.
The Chamber will assume liability for all GCVCC- controlled events and services listed herein and name the City as additional insured. In instances where events have multiple controlling agencies, liability for events should be shared appropriately. The Chamber will not carry financial liability for events or services they do not control nor have primary coordinating responsibility. If a service or event is not fulfilled, the City may re- appropriate the funds towards another service.
Annual State of the City
Event sponsorship: $22,500
The Greater Coachella Valley Chamber of Commerce has historically produced an Annual State of the City event with sponsorship from the City. As the format, costs, festivity, and production of special events continues to evolve, the Chamber aims to offer the City a basic event package with upgrade opportunities to enhance the event’s design.
The City’s custom sponsorship of the Annual State of the City event includes registration for three tables of eight guests at the event. Additional seats or tables will be made available to the City at list price.
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The City is responsible for meeting the following milestones. Failure to meet these milestone deadlines may affect sales, marketing, and overall event outcomes. The City shall generate calendar dates for milestone meetings with the Chamber 6- months, 3- months, 2-months, and 1-month from the event to help ensure milestones are met.
Milestones Objectives
4-6 months prior to event Identifying the Event Design Scheme or Theme (e.g. colors, themes)
4-6 months prior to event Determining the format of the event (e.g. moderated panel, keynote speaker, etc.)
4-6 months prior to event Determining a loose framework for the events/actual timeline
6 months prior to event Selecting a venue from what the Chamber has proposed
13-14 weeks prior to event Proof period for marketing materials and graphic design elements
The City’s State of the City event package includes:
1. Event planning, coordination, & day of event production
2. Vendor coordination & management
3. Graphic design & invitation design (does not include printed invitations)
4. Standard marketing efforts through the Chamber network
5. Invitation & registration management
6. Business awards
7. Basic stage design (podium, microphone, flag display, & foliage)
The base package does not include printed invitations nor programs. Standard Chamber marketing efforts include e-blasts, calendar invitations, web listings, and social media sharing. The City is responsible for co-marketing the event through its database of businesses licensed in the City and its greater business network. The City’s promotion of the event shall include reference of GCVCC as the primary event host. The base package accounts for an event featuring a breakfast, lunch or dinner component. It does not include dinner events or upgraded menus above market price banquet menus.
Stage design is limited to a podium, microphone, flag display, and foliage. The City may further customize the base package at additional expense to the City. Upgrades, additions, or enhancements beyond the base package are not included in the costs of the base package. Upgrades, additions, and/or enhancements will result in additional charges as accrued. Such upgrades, additions and/or enhancements may include (but are not limited to): AV enhancements, outdoor event packages, or advertising enhancements.
GCVCC Special Event Sponsorships
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The City commits to sponsoring GCVCC special events (outlined below). The Chamber will provide the City with necessary PR and marketing materials for all sponsored events.
The Annual All Valley Mayor’s Event
Event sponsorship: $900 ($1,250 Value)
The City agrees to purchase a table at the Annual All Valley Mayor’s Event.
Other City State of the City Events
Event sponsorship: $800
The City commits to a minimum of two registrations to the following Special Events:
City of Coachella State of the City, City of Desert Hot Springs State of the City, City of Indian Wells State of the City, City of Indio State of the City, City of La Quinta State of the City. Additional seats may be purchased at list rates.
The Annual Business Awards & Installation Event
Event sponsorship: $900 ($1,250 Value)
The City agrees to purchase a table at the Annual Business Awards and Installation Event.
5. Volunteerism:
Administration cost: No charge
The Greater Coachella Valley Chamber of Commerce will commit to hosting a promotional chamber booth at the following Special Events in Cathedral City: The Cathedral City Hot Air Balloon Festival, LGBTQ Days, and the Taste of Jalisco in 2024.
Additionally, the Chamber will staff its booth with volunteers for the duration of the event.
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EXHIBIT "B"
COMPENSATION
Greater Coachella Valley Chamber of Commerce
Payment Program for City of Cathedral City
Fiscal Year 2024/2025
Section 1: Compensation.
The City shall pay Contractor an amount not to exceed seventy -seven thousand one- hundred dollars ($77,100.00). The costs for services are broken down as follows:
Economic Development & Business Support $30,000
City Marketing $12,000
Special Events (State of the City, Other Events, Volunteering) $25,100
2024/2025 Fiscal Year Contract (Full year of Chamber services plus cost of 2025 State of the City
$67,100
Section 2: Invoices
The Service Provider shall submit quarterly invoices to the City’s Accounting Manager with a copy to the City’s Director of Economic and Community Development at the end of each quarter.
For the purposes of this Agreement, quarters end on:
Payment 1: September 30, 2024 Payment 2: December 30, 2024 Payment 3: March 31, 2025 Payment 4: June 30, 2025
Invoices along with required documentation shall be submitted within thirty (30) days of the end of each quarter.
Section 3: Required Documentation
In one standard PDF file printable on 8.5” x 11”, each quarterly invoice shall include a copy of:
1. Quarterly report based on Exhibit “A” summarizing activities;
2. Exhibit “B” Payment Program from the current Service Provider Agreement;
3. Statement of Assets, Liabilities, and Owner’s Equity for the same quarter as the submitted invoice; and
4. Statement of Activities Budget Performance for the same quarter as the submitted invoice.
Section 4: Payment
The City shall pay the Contractor within thirty (30) days of receipt of an invoice, except as otherwise provided for herein. The contract will be paid in equal quarterly installments. The City reserves the right to adjust the final payment (Payment 2) for any services required in Exhibit “A” but not completed.
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Contractor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the S ervices by Contractor , its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII.
Contractor shall provide the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Commercial General Liability. Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001).
(2) Automobile. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(3) Workers’ Compensation. Workers' Compensation insurance as required by the Labor Code of State of California covering all persons providing Services on behalf of the Contractor and all risks to such persons under this Agreement.
2. Minimum Limits of Insurance. Contractor shall maintain limits of insurance no less than:
(1) Commercial General Liability. $2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile. $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above.
(3) Workers' Compensation. Workers' Compensation as required by the Labor Code of the State of California of not less than $1,000,000 per occurrence.
B. Other Provisions . Insurance policies required by this Agreement shall contain the following provisions:
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1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City.
2. Commercial General Liability and Automobile Liability Coverages.
(1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Contractor performs; products and completed operations of Contractor ; premises owned, occupied or used by Contractor ; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees.
(2) Contractor’s insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Contractor’s insurance.
(3) Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
(4) Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers.
3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Contractor.
C. Other Requirements. Contractor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Contractor furnish City with copies of original endorsements affecting coverage required by this Exhibit “C”. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
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1. Contractor shall furnish certificates and endorsements from each subcontractor identical to those Contractor provides.
2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor ’s liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.