TO' HONORABLE MAYOR AND MEMBERS OF THE CITY COUN& ITY MANAGER - e
FROM: OFFICE OF THE CITY MANAGER
BY: CRYSTAL LANDAVAZO, INTERIMTRECTOR OF COMMUNITY DEVELOPMENT l it
That the City Council approve the annual Downey Chamber of Commerce Professional Services Agreement for Fiscal Year 2022�23.
On an annual basis, the Ciity of Downey and the Chamber of Commerce enter into a Professional Services Agreement (PSA) outlining performance expectations, including promotion of businesses throughout the city, business attraction and retention, and the provision of informational and promotional services. City staff and the Chamber's Executive Director have crafted an agreement for Fiscal Year 2022-23 that includes specific deliverables, as detailed in Exhibit "A" - Scope of Services, of the attached PSA, in the following categories: public relations; business developmeft, and jiovernment/leg�slatjve inter -relations.
The contract also requires that the Chamber maintain complete and accurate records with respect to costs and expenses incurred under the agreement, and gives the City the right to audit the records of the Chamber, to verify that the Chamber's expenditures of the City's funds are consistent with the agreement. I
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The reimbursable activities provided to the Chamber of Commerce in the amount of $33,000, have been budgeted in the FY 2022-23 General Fund budget 10-4-591 M700-
CHAMBER OF COMMERCE AGREEMENT
AUGUST 23,2022
PAGE 2
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CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
-This Agreement is made and entered into this day of August, 2023 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and the Downey Chamber of Commerce, a California nonprofit corporation, with its principal place of business at 11131 Brookshire Avenue Downey, CA 90241 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties .
Consultant desires to perform and assume responsibility for the provision of certain professional Civic, Public Relations, Business Development, and Governmentl Legislation services required by City on the terms and conditions set forth in this Agreement, Consultant represents that it has demonstrated competence and experienice in providing these services to public clients, is licensed in the State of California, and is familiar with the plans of City.
3. TERMS.
The Services are more particularly described in Exhibit "A" 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, 11 .2 Term. The term of this Agreement shall be froo 6130/2023, unless earlier terminated as provided herein, Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines, The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant.
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for enrollment in CalPERS as an employee of City, Consultant shall indemnify, defend, a hold harmless CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, a well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
3.2.3 Conformance to Applicable Reguirements. All work prepared by Consultant shall be subject to the approval of City.
Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become, unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City R
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates the Director oif Community Development, or his or 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. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee.
Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
9 standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.210,1 Time for Compliance. Consuilt,ant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant evidence satisfactory to the City that the subcontractor has secured all insurance required under this section ' The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.
3,2,10.2 Minimum I mar Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against claims injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant 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 Scopg ofInsurance. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering Cb� on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non -owned), and (3) Workers' Compensation! Workers' Compensation insurance as El
required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
0 the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 2�O 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38, and CG 20 37 forms later revisions are used).
3Z1 0.8 Acceptabilily of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A-Vil, authorized to do business California, and satisfactory to the City.
3.2.10.9 Verilication of Coverage. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all R
policy endorsements to the City before the commencement of work under this Agreement.
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th�is Agreement shall not waive the Consultant's obligation to provide them to the City, The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time,
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Compensation. Consultant shall rec *
eive compensation, including
authorized reimbursements, for all Services rendered; the total compensation shall not exceed THIRTY-THREE THOUSAND DOLLARS AND Oi0/100 ($33,000) without written approval of the City, Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement. 0 Imur. it -go KIZI A I Lulumor. VX- I] IT=
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City
3.3.4 Extra Work, At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager,
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3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 15!.I Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at ® time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination, Consultant may only terminate this Agreement for cause upon giving the City hot less than seven (7) calendar dayswriften notice.
Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation, The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by LZI
Consultant up to the to of termination, in accordance with the payment provisions of this Agreement,
The following reasons shall constitute "cause"for which either party may terminate this Agreement as provided herein:
3.5.1.2 Effect of Termination, If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement, Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated,
3.5.2 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:
110i,1 1 _5 %.7111nerce
11131 Brookshire Avenue
Downey, California 90241
Phone- (562) 923-2191
Attn: Executive Director
A
an
City of Downey
11111 Brookshire Aven
Downe ', 0 -mjAA
Y, CI -I -
Phone- (562) 904-7286
Attn- City Manager 1
City of Downey
City Attorney's Office
11111 Brookshire Aven
Downev. Califorti,? 90241
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. - -r i!- I MMM - Ir r=MUN
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disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential, Consultant shall not use City's name or insignia, photographs of the Project, or any pubilicity pertaining to the Services or the Project in any magazine, trade paper, newspapeelevision or radio production or other similar medium without the prior written consent of City.
Cooperation: Further Acts. The Parties shall fully cooperate with on 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. I
3.5.5 Attorney's Fees, In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys'fees and all other related expenses in such litigation.
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I y s own negligent acts, errors or omissions or
willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the ,tarties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
Governing Law. This Agreement shall •" governed by the laws of the State of California, Venue shall be the courts in Los Angeles County. 3,5-9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3-5. 10 Cily's Right to Employ Other Consultants. C�ity reserves right to employ other consultants in connection with this Project,
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In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
3.6.1 Prior Approval Reguired. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement, Consultant shall ensure that City is an additional insured as required in Section 3.2-10A. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
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CITY OF DOWNEY,
a California municipal corporation
and charter city
By: By:
Blanca Pacheco, Mayor
Attest: Attest.
Maria Alicia Duarte, CIVIC
City Clerk
Approved as to Form,1-1
rr"Vin
City Attorney
Downey Chamber of Commerce,
Secretary
IV,
EXH1131T "A"
i'iI 11I tFrTTTCTJII Hit rce
to the City of Downey for FY 2022-23
A, Maintain regular office hours with qualified personnel.
B. Provide accurate and timely information and market the City and business areas to e r 'dents and business people who walk-in, phone write, e-mail orfax the Chamber, si C. Promote the City of Downey and the business community, provide promotion, advertising and marketing assistance, and provide networking opportunities for the local business community,
D. Provide publicity for the business community through traditional and new media outlets. 11111111111111 �11 11��I� 1111 � �II� III� rr.IIII�11 I I F. Prepare and maintain an online monthly community calendar of civic and business group events,
NjThrough the Board and Committee structure, provide Chamber functions (Business Mixers, Breakfasts and Uncheons) bring civic leaders and City staff together with business people and citizens monthly.
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J. Maintain an electronic database of all Chamber memberships and allow the City access 11 that information on an "as needed" basis.
B, Assist the City during emergencies, by providing liaison at Emergency Operations Center.
C, Provide ambassadors to existing and new businesses throughout the year to monitor concerns, assist in resolving problems, with the Chamber or the City, meet other Downey businesses (e.g., monthly networking — orientation — breakfasts).
D. Work actively on business recruitment, expansion and retention efforts throughout the City, e.g,, business CEO — Chamber — City official meetings, Ee Assist the City in the creation of the Downtown Business District.
F. Provide access to business- building programs for businesses, from trade shows to seminars or other training,
G. Give references to Workforce Investment One -Stop shops for starting a business or workforce needs,
111. Government/Legislative
A, Participate in Legislative Advocacy efforts on behalf of the business community that provide business infon-nation to the membership. Serve as a forum for City, County, State and Federal interrelationships and dialog.
& Review and recommend proposed business legislation and concerns to the City, A. Submit an annual report which shall set forth the following information: detailed surnmary of Chamber's activities and the name and number of new Chamber members registered during the year.
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C. Civic, Public Relations, Business Development., and Government/Legislation services occur throughout the year.
The funding provided herein shall not be used to pay for the cost of the Chamber's newsletters or newspapers.
V. Events
The annual City of Downey / Chamber of Commerce Christmas Parade typically occurs on the first Sunday of December,
0 The annual Chamber of Commerce Street Faire typically occurs in May. 0