Cities Index.
Agreement with Santa Barbara South Coast Chamber of Commerce for Old Town Activation Events

Goleta City Council
February 20, 2024

Document
Agreement with Santa Barbara South Coast Chamber of Commerce for Old Town Activation Events
Meeting
February 20, 2024
Body
Goleta City Council
Pages
13
Original file
1.1 MB
Text extracted from the city's file for reading and search. Open the original on goleta.legistar1.com. That file is the official record.

Agenda Item A.5

CPMS CONSENT CALENDAR
Meeting Date: February 20, 2024
TO: Mayor and Councilmembers
SUBMITTED BY: Robert Nisbet, City Manager
PREPARED BY: Shannon Kirn, Management Analyst
SUBJECT: Agreement with Santa Barbara South Coast Chamber of Commerce for Old Town Activation Events
RECOMMENDATION:

Authorize the City Manager to exec ute Professional Services Agreement No. 202 4-__ with the Santa Barbara South Coast Chamber of Commerce for Old Town Activation Events, with a total not-to-exceed amount of $4 4,999 and the term ending August 31, 2024.

BACKGROUND:

On June 27, 2023, the City Council reviewed and adopted the 2023-2028 Economic Development Strategic Plan (Plan) as a roadmap for implementing the City’s economic development initiatives over the next five years . The creation of the Economic Development Strategic Plan was conducted using a phased approach which includes three parts: the Get Clear phase, t he Get Focused phase, and the Get Moving phase.

The Get Clear phase was completed in December 2022 and the Get Focused phase was completed in June 2023 with the adoption of the final Plan.

On January 29, 2024, the Economic Development and Revitalization Standing Committee met to receive an update on the Economic Development Strategic plan and discuss new potential economic development initiatives that align with the Plan and provide direction to staff on how to proceed. One of the new initiatives presente d was a proposal by the Santa Barbara South Coast Chamber of Commerce (Chamber) to produce four (4) events over six (6) months in Old Town . The Committee supported moving forward with the agreement.

DISCUSSION:

The Chamber would like to produce four (4) events over six (6) months, to help enhance Old Town Goleta, activate local businesses, and bring together the Goleta community.

This initiative aligns with the Plan’s goal to “Enhance the experience of Goleta for both 1 Meeting Date: February 20, 2024

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residents and visitors by leveraging Old Town’s unique historical and cultural identity and investing in district placemaking.”
The Santa Barbara South Coast Chamber of Commerce has extensive expertise in community and business focused events. The Chamber has planned the Goleta Lemon Festival for over 30 years and was instrumental in helping start community events such as the Dam Dinner and The Taste and Sound of Old Town.

The time of year for these events would be staggered with popular community events at Rancho La Patera and Stow House t hat begin in July. The Chamber is proposing to close Magnolia between Hollister Avenue and Gaviota Street, for a block party-style event with centrally located tables, chairs, food, pop-ups, music and more. The Chamber would work with lo cal businesses to host specials and participate in ways appropriate with their business. The Chamber would promote visiting local businesses but also encourage local businesses to come to Magnolia and offer tastings or promotions. Once the event is established, the location could alternate to activate different areas/properties within Old Town. The Chamber would work with the City and the Project Connect Project Management Team to coordinate the events with any construction related matters.

The proposal is for $44,999 to execute four separate events. The event would be free to the public and to any businesses wanting to participate. The Chamber would manage all event logistics including but not limited to outreach/promotion, rentals, permits/licenses, insurance, traffic plans, and event set up/breakdown. A summary of the cost breakdown and proposed dates are listed below. The proposed dates may be subject to change depending on unforeseen events such as weather or construction impediments.

Cost Breakdown:
 Rentals: $15,000
 Music and Entertainment: $4,999
 Outreach and Promotions : $10,000 (including graphic design, branding, media placement and PR)
 Professional Services and Event Management: $15,000
Proposed Event Dates (subject to change):
 Thursday, April 18, 2024, 5-7 p.m.
 Thursday, May 16, 2024, 5-7 p.m.
 Skip June due to Fiesta Ranchera at Stow House, High School graduation June 13th.
 Thursday, July 18, 2024, 5-7pm
 Thursday, August 15, 2024, 5-7pm
For full details, see Attachment 1 for the draft Agreement.

GOLETA STRATEGIC PLAN:

City-Wide Strategy: 6. Return Old Town to Vital Center of the City Strategic Goal: 6.3 Support the continued vigor and vitality in Old Town 2 Meeting Date: February 20, 2024

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FISCAL IMPACTS:

The proposed agreement is for a total not-to-exceed amount of $44,999 with a termination date of August 31, 2024. These services will be supported from the City Manager’s Office budget under Professional Services account 101 -10-1200-51200. The line -item detail designated an Economic Development budget of $75,000 for FY 2023 -24. There is approximately $67,000 remaining in the Economic Development budget line-item. The remaining funds for this agreement will be carried over to FY 2024-25 to support the two tentatively scheduled events in July and August. No appropriation is needed.

ALTERNATIVES:

The City Council may elect not to authorize this agreement as presented and provide staff with an alternate direction.

LEGAL REVIEW BY: Megan Garibaldi, City Attorney

APPROVED BY: Robert Nisbet, City Manager

ATTACHMENTS:

1. Draft Professional Services Agreement No. 2024-__ with the Santa Barbara South Coast Chamber of Commerce for Old Town Activation Events 3 ATTACHMENT 1
Draft Professional Services Agreement No. 2024-__ with the Santa Barbara South Coast Chamber of Commerce for Old Town Activation Events

4 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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Project Name: Old Town Activation Events

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF GOLETA
AND

SANTA BARBARA SOUTH COAST CHAMBER OF COMMERCE

This AGREEMENT FOR PROFESSIONAL SERVICES (herein referred to as
“AGREEMENT”) is made and entered into this day of , 2024, by and between the CITY OF GOLETA , a municipal corporation (herein referred to as "CITY"), and SANTA BARBARA SOUTH COAST CHAMBER OF COMMERCE, a nonprofit organization (herein referred to as "CONSULTANT").

SECTION A. RECITALS

1. The CITY has a need for professional event management services for Old Town Activation Events; and

2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and

3. The CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260; and

4. T he City Council, on this day of , 2024, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.

SEC
TION B. TERMS

1. R ETENTION AS CONSULTANT
CITY hereby retains CONSULTANT, and CONSULTANT hereby accepts such engagement, to perform the services described in Section 2. CONSULTANT warrants it has the qualifications, experience, and facilities to properly and timely perform said services.

2. DE SCRIPTION OF SERVICES
The services to be performed by CONSULTANT are as follows:

Professional Event Management Services shall generally include producing 4 events over six (6) months to help enhance Old Town Goleta, activate local businesses, and bring together the Goleta 5 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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community as more particularly set forth in the Scope of Work, attached as Exhibit “A,” and incorporated herein.

CONSULTANT shall deliver to CITY the deliverables defined in Exhibit “A.”

3. CO

MPENSATION AND PAYMENT
(a) Maximum and Rate. The total compensation payable to CONSULTANT by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $44,999 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:

Hourly at the hourly rates and with reimbursement to CONSULTANT for those expenses set forth in CONSULTANT's Schedule of Fees marked Exhibit "B," attached and incorporated herein. The rates and expenses set forth in that exhibit shall be binding upon CONSULTANT until August 31, 2024, after which any change in said rates and expenses must be approved in writing by CITY's Project Manager as described in Section 5 (CITY is to be given 60 days notice of any rate increase request), provided the not to exceed amount is the total compensation due CONSULTANT for all work described under this AGREEMENT.
(b) Payment. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section 5.

Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification).

All payments shall be made within 30 days after CITY’s approval of the invoice.

4. EXTRA SER
VICES
CITY shall pay CONSULTANT for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CONSULTANT.

Unless CITY and CONSULTANT have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section

3. 6
DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CONSULTANT shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is Shannon Kirn, Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.

6. T

ERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to August 31, 2024, unless the term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.

CONSULTANT shall not commence work on the services to be performed until (i) CONSULTANT furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.

7. O

WNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CONSULTANT's drafts, notes and internal memorandum), including duplication of same prepared by CONSULTANT in the performance of these services, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY. CITY agrees to hold CONSULTANT harmless from all damages, claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless written authorization of CONSULTANT is first obtained.

8. P

ERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.

Kristen Miller is deemed to be specially experienced and is a key member of CONSULTANT's firm and shall be directly involved in the performance of this work.

This key person shall communicate with, and periodically report to, CITY on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.

9. HO

LD HARMLESS AND INDEMNITY
(a) Hold Harmless for CONSULTANT's Damages. CONSULTANT
holds CITY, its elected officials, officers, agents, and employees, harmless from 7 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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all of CONSULTANT's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CONSULTANT, to CONSULTANT's employees, to CONSULTANT’s contractors or subcontractors, or to the owners of CONSULTANT's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CONSULTANT is on CITY property, or which are connected, directly or indirectly, with CONSULTANT's performance of any activity or work required under this AGREEMENT. (b) Defense and Indemnity of Third Party Claims/Liability.

CONSULTANT shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CONSULTANT or any of CONSULTANT’s officers, agents, employees, representatives, subconsultants, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.

10. I NSURANCE
CONSULTANT shall, at CONSULTANT's sole cost and expense, provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.

Insurance shall include the following (or broader) coverage:

a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
8 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non- owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non- owned and hired auto endorsement to Service Provider’s commercial general liability policy.

c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for workers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.

d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.

Liability insurance policies required to be provided by CONSULTANT hereunder shall contain or be endorsed to contain the following provisions:

a) Except for professional liability insurance, CITY, its employees, officials, agents and member agencies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.

b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.

c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement.

CONSULTANT agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

d) Except for professional liability insurance, liability coverage shall be primary and non-contributing with any insurance maintained by CITY.

e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except 9 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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after 30 days’ prior written notice has been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.

f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CONSULTANT, or CONSULTANT’s
employees, or agents, from waiving the right of recovery prior to a loss.

CONSULTANT waives its right of recovery against CITY.

g) CONSULTANT agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.

h) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CONSULTANT hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from CONSULTANT payments.

i) CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against CONSULTANT arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.

11. RE LATIONSHIP OF CONSULTANT TO CITY
The relationship of the CONSULTANT to CITY shall be that of an independent contractor and that in no event shall CONSULTANT be considered an officer, agent, servant or employee of CITY. CONSULTANT shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.

12. CO

RRECTIONS
In addition to the above indemnification obligations, CONSULTANT shall correct, at its expense, all errors in the work that may be disclosed during CITY's 10 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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review of CONSULTANT's report or plans. Should CONSULTANT fail to make such correction in a reasonably timely manner, such correction shall be made by CITY, and the cost thereof shall be charged to CONSULTANT or withheld from any funds due to CONSULTANT hereunder.

13. T

ERMINATION BY CITY
CITY, by notifying CONSULTANT in writing, may upon 10 calendar days notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CONSULTANT shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CONSULTANT within 30 days following submission of a final statement by CONSULTANT unless termination is for cause. In such event, CONSULTANT shall be compensated only to the extent required by law.

14. ACCE

PTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CONSULTANT of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CONSULTANT for anything done, furnished, or relating to CONSULTANT'S work or services. Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, nor be deemed, a release of the responsibility and liability of CONSULTANT, its employees, subcontractors, agents and CONSULTANTs for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CONSULTANT, its employees, subcontractors, agents and consultants.

15. AUDI

T OF RECORDS
At any time during normal business hours and as often as it may deem necessary, CONSULTANT shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT.
11 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

17. CO

NFLICT OF INTEREST
CONSULTANT is unaware of any CITY employee or official that has a financial interest in CONSULTANT'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CONSULTANT shall not offer, encourage or accept any financial interest in CONSULTANT'S business by any CITY employee or official.

18. CO

NSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to achieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.

19. M

ITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.

20. G OVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.

Should litigation occur, venue shall be in Superior Court of Santa Barbara County. 12 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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21. NONDISCRIMINATION
CONSULTANT shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.

22. T AXPAYER IDENTIFICATION NUMBER
CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2018), as issued by the Internal Revenue Service.

23. NO N- APPROPRIATION OF FUNDS
Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.

24. M

ODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modified only upon mutual written consent of CITY and CONSULTANT.

25. US
E OF THE TERM “CITY”
Reference to “CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.

26. PER MITS AND LICENSES
CONSULTANT, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.

27. CAP TIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
13 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.

29. E

NTIRE AGREEMENT BETWEEN PARTIES
Except for CONSULTANT'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.

30. P

ARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

31. NO
TICES
Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CONSULTANT: Kristen Miller, President & CEO
Santa Barbara South Coast Chamber of
Commerce
5662 Calle Real #204
Goleta, CA 93117

32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
14 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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In concurrence and witness whereof, this AGREEMENT has been executed by the parties effective on the date and year first above written.

CITY OF GOLETA CONSULTANT

Robert Nisbet, City Manager Kristen Miller, President & CEO

ATTEST

Deborah Lopez, City Clerk

APPROVED AS TO FORM:

MEGAN GARIBALDI, CITY ATTORNEY

Scott Shapses, Deputy City Attorney
15 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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Exhibit A
Scope of Work

1. Ob
jective: To produce four (4) events, to help enhance Old Town Goleta, activate local businesses, and bring together the Goleta community.

2. Background: The Santa Barbara South Coast Chamber of Commerce has extensive expertise in community and business focused events. The Chamber has planned the Goleta Lemon Festival for over 30 years and was instrumental in helping start community events such as the Dam Dinner and The Taste and Sound of Old Town.

3. Event Overview: A block party style event where there would be centrally located tables, chairs, food, pop-ups, music and more. The events will require closing Magnolia between Hollister Avenue and Gaviota Street. The Chamber will work with local businesses to host specials and participate in ways appropriate with their business. The Chamber will promote visiting local businesses but will also encourage local businesses to come to Magnolia and offer tastings or promotions. Once the event is established, the location could alternate to activate different areas/properties in Old Town.

4. Specifc Duties:
• The Chamber will manage all event logistics including but not limited to: outreach/promotion, rentals, permits/licenses, insurance, traffic plans, and event set up/breakdown.
• The Chamber will work with the City and the Project Connect Project Management Team to coordinate the events with any construction related matters.

5. Event Cost: The events will be free to the public and to any businesses wanting to participate. Business must comply with the City’s Business License Program.

6. Proposed Dates (subject to change): The time of year is staggered with popular community events that take place at Rancho La Patera and Stow House that begin in July.
• T
hursday, April 18, 2024, 5-7 p.m.
• Thursday, May 16, 2024, 5-7 p.m.
• Skip June due to Fiesta Ranchera at Stow House, High School graduation June 13th.
• Thursday, July 18, 2024, 5-7pm
• Thursday, August 15, 2024, 5-7pm
16 DocuSign Envelope ID: 01EFA78A-C0EA-4ECA-83C7-3E5B2B69FE50 City of Goleta
City Manager’s Office and Santa Barbara South Coast Chamber of Commerce

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Exhibit B
Schedule of Fees
Not-to-exceed (NTE) Forty -four Thousand Nine Hundred Ninety -Nine Dollars ($44,999) to execute four (4) separate events. Itemized actual expenses will be submitted monthly on invoices. See table below for estimated itemized cost.

Item Description Estimated Costs
Professional services and event management $15,000
Rentals $15,000
Outreach and promotions $10,000
Music and entertainment $4,999
TOTAL NTE $44,999

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