PROFESSIONAL CONSULTANT SERVICES AGREEMENT
GREATER RIVERSIDE CHAMBERS OF COMMERCE
Retention and Expansion of Local Businesses; Attraction and Expansion of Business from Desired Industries; Support and Training in Key Areas for Businessesand Entrepreneurs; Increased Awareness of Local Programs and Resources that Support Business; and State of the City
THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT (" Agreement") is made and entered into this 12 day of June , 2024 (" Effective Date"), by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation (" City"), and the GREATER RIVERSIDE CHAMBERS OF COMMERCE, a California non- profit corporation (" Consultant").
1. Scope of Services. City agrees to retain and does hereby retain Consultant and Consultant agreesto provide the servicesmore particularly described in Exhibit " A," " Scope of Services" (" Services"), attached hereto and incorporated herein by reference, in conjunction with Retention and Expansion of Local Businesses; Attraction and Expansion of Business from Desired Industries; Support and Training in Key Areas for Businesses and Entrepreneurs; Increased Awareness of Local Programs and Resources that Support Business; and State of the City Project").
2. Term. This Agreement shall be effective from June 30, 2024, through June 30, 2026, unless otherwise terminated pursuant to the provisions herein. This Agreement may be extended for one ( 1) additional two ( 2) - year renewal term upon the mutual consent of both parties.
3. Compensation/ Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceedNinety -Eight Thousand SevenHundred Seventy -Five Dollars ($ 98, 775. 00), payable in accordance with the terms set forth in Exhibit " B." Said payment shall be madein accordancewith City' susual accounting proceduresupon receipt andapproval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.
4. Notices. Any notices required to be given, hereundershall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when depositedin the United StatesMail, certified and postageprepaid, addressedto the party to be served as follows:
To City
Community & Economic Development Dept.
City of Riverside
Attn: Tiffany Wheeler
3900 Main Street
Riverside, CA 92522
1 To Consultant
Greater Riverside Chambers of Commerce
Attn: Nicholas Adcock
3985 University Avenue
Riverside, CA 92501
5. Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director' s determination is available on- line at www. dir. ca. gov/ dlsr/ DPreWageDetermination. htm and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully setforth herein.
6. Contract Administration. A designeeof the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Consultant shall exercisethe reasonableprofessional careand skill customarily exercisedby reputablemembersof Consultant' s profession practicing in the Metropolitan Southern California Area and shall use reasonablediligence and bestjudgment while exercising its professional skill and expertise.
8. Personnel. Consultantshall furnish all personnelnecessaryto perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit " C" attached hereto and incorporatedherein by this referenceandassignedto perform portions of the Servicesshall remain assignedthrough completion of the Services, unless otherwise mutually agreedby the parties in writing, or causedby hardship or resignation in which casesubstitutes shall be subject to City approval.
9. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consentof the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may, at the City' s sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontractany portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant' s employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employeesof the City of Riverside. Consultant acknowledgesand agreesthat the City hasno obligation to pay or withhold stateor federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or to Consultant' s 2 employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant asan employer.
11. Indemnification.
11. 1 Design Professional Defined. For purposes of this Agreement, " Design Professional" includes the following:
A. An individual licensed as an architect pursuant to Chapter 3 commencing with Section 5500) of Division 3 of the Business and ProfessionsCode, and a businessentity offering architectural services in accordance with that chapter.
B. An individual licensed as a landscape architect pursuant to Chapter 3. 5 commencing with Section 5615) of Division 3 of the Business and ProfessionsCode, and abusinessentity offering landscapearchitectural services in accordance with that chapter.
C. An individual registered as a professional engineer pursuant to Chapter 7 ( commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering servicesin accordancewith that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 ( commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordancewith that chapter.
11. 2 Defense Obligation For Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City' s employees, officers, managers, agents and council members ( collectively the " Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedingsto the extent the sameariseout of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for servicesrendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or servicesand whether or not causedin part by the negligenceof an Indemnified Party. Consultant agreesto provide this defense immediately upon written notice from the City, and with well qualified, adequatelyinsured and experiencedlegal counselacceptableto City. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant' s professional negligencebasedon thepercentageof Consultant'sliability. This obligation to defendassetforth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant' s Services under this Agreement.
11. 3 Indemnity For Design Professional Liability. When the law establishes a professional standardof care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect andhold harmlessthe City and the City' s employees, officers, managers, agents, and Council Members (" Indemnified Parties") from and against any and all 3 claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or servicesand whether or not causedin part by the negligence of an Indemnified Party.
11. 4 Defense Obligation For Other Than Design Professional Liability.
Consultant agrees, at its cost and expense, to promptly defend the City, and the City' s employees, officers, managers, agentsand council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedingswhich arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyone employed by or working under the Consultant; or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury. Consultant agreesto provide this defenseimmediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant' s Services under this Agreement.
11. 5 Indemnity For Other Than Design Professional Liability. Except as to the solenegligence or willful misconduct of the City, Consultant agreesto indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense including counsel and expert fees), judgment, civil fine and penalties, liabilities or lossesof any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties of the Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Consultant or anyone employed or working under the Consultant.
12. Insurance.
12. 1 General Provisions. Prior to the City' s execution of this Agreement, Consultantshall provide satisfactoryevidenceof, and shall thereaftermaintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coveragesmay be modified in writing by the City' s Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
4 12. 1. 1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant' s indemnification obligations under Section 11 hereof.
12.1.2 Ratings. Any insurancepolicy or coverageprovided by Consultant or subcontractorsasrequired by this Agreement shall be deemedinadequateand a material breach of this Agreement, unlesssuchpolicy or coverageis issuedby insurancecompaniesauthorized to transact insurance business in the State of California with a policy holder' s rating of A or higher and a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceledunlessthirty ( 30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
12.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant' s sole expense.
12. 2 Workers' Compensation Insurance. By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Codeof the Stateof California requiring every employer to be insuredagainstliability for workers' compensation, or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurancerequired by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to City' s execution of this Agreement, Consultant shall file with City either: 1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self- insured for such coverage; or 2) a certified statementthat Consultant has no employees, and acknowledging that if Consultant does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten ( 10) days' prior written notice before modification or cancellation thereof.
12. 3 Commercial General Liability and Automobile Insurance. Prior to City' s execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, aswell asfrom claims for property damage, which may arise from or which may concernoperationsby anyonedirectly or indirectly employedby, connectedwith, or acting for or on behalf of Consultant. The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant' s insurance policies.
12. 3. 1 Consultant's commercial general liability insurance policy shall cover both bodily injury ( including death) and property damage (including, but not limited to, premises operations liability, products -completed operations liability, independentcontractor's 5 liability, personal injury liability, and contractual liability) in an amount not less than $1,000, 000 per occurrence and a general aggregate limit in the amount of not less than $ 2, 000, 000.
12. 3. 2 Consultant's automobile liability policy shall cover both bodily injury andproperty damagein an amount not lessthan $1,000,000 per occurrence and anaggregate limit of not less than $ 1,000, 000. All of Consultant' s automobile and/ or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant' s performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant' s employee vehicles, non - Consultant owned vehicles and hired vehicles.
12.3.3 Prior to City' s execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coveragerequired by this Agreement, for both commercial generaland automobile liability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
provisions:
It is agreedthat the City of Riverside, and its officers, employees and agents, are addedas additional insuredsunder this policy, solely for work doneby and on behalf of the named insured for the City of Riverside.
12.3.4 The insurance policy or policies shall also comply with the following a. The policy shall be endorsedto waive any right of subrogation against the City and its sub -consultants, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims -made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultant will be consideredprimary and not contributory to any other insurance available to the City and Endorsement No.
CG 20010413shall be provided to the City.
12. 4 Errors and Omissions Insurance. Prior to City' s execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of 1,000,000 to protect the City from claims resulting from the Consultant' s activities.
12. 5 Subcontractors' Insurance. Consultant shall require all of its subcontractorsto carry insurance, in an amount sufficient to cover the risk of injury, damage or lossthat may becausedby the subcontractors' scopeof work andactivities provided in furtherance 6 of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability.
Upon City' s request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurancepolicies and coveragesrequired by this section.
13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the City of Riverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep suchtax certificate current during the term of this Agreement.
14. Time of Essence. Time is of the essence for each and every provision of this Agreement.
15. City' s Right to Employ Other Consultants. City reserves the right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant' s work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.
16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.
Consultant shall allow a representativeof City during normal businesshours 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.
17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either createdby or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by City' s Contract Administrator. Nothing furnished to Consultant which is otherwise known to the 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 publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City.
18. Ownership of Documents. All reports, maps, drawings and other contract deliverablespreparedunder this Agreement by Consultant shall be and remain the property of City. Consultant shall not releaseto others information furnished by City without prior express written approval of City.
19. Copyrights. Consultant agreesthat any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any suchwork is deemedfor any reasonnot to be a work madefor hire, Consultantassignsall right, title and interest in the copyright in such work, and all extensionsand renewals thereof, to City, 7 andagreesto provide all assistancereasonablyrequestedby City in the establishment, preservation and enforcement of its copyright in such work, such assistanceto be provided at City' s expense but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications.
20. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit " C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services.
Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit " C" have any real property, businessinterests or income interests that will be affected by this project or, alternatively, that Consultant will file with the City an affidavit disclosing any such interest.
21. Solicitation. Consultant warrants that Consultant hasnot employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreementor understanding for a commission, percentage, brokerage, or contingent fee to be paid to securethis Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability andpay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
22. General Compliance With Laws. Consultant shall keep fully informed of federal, stateand local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observeand comply with all suchlaws, ordinancesand regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.
Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.
23. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or asmay be otherwise agreedin writing.
24. Amendments. This Agreement may be modified or amendedonly by a written agreementand/or changeorder executedby the Consultant and City.
25. Termination. City, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant's servicesand work coveredby this Agreement at any time. In the event of such termination, Consultant may submit Consultant' s final written statementof the amount of Consultant' s services as of the date of such termination based upon the ratio that the work completedbearsto the total work required to make the report complete, subjectto the City' s 8 rights under Sections 15 and 26 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to City.
25. 1 Other than as statedbelow, City shall give Consultant thirty ( 30) days' prior written notice prior to termination.
25. 2 City may terminate this Agreement upon fifteen ( 15) days' written notice to Consultant, in the event:
Agreement; or
25.2. 1 Consultant substantially fails to perform or materially breaches the
25.2.2 City decides to abandon or postpone the Project.
26. Offsets. Consultant acknowledges and agreesthat with respect to any business tax or penaltiesthereon, utility charges, invoiced fee or other debtwhich Consultant owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset, shall promptly be given to Consultant by City in writing. In the event of a dispute asto the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assignedby Consultant, either in whole or in part, except asotherwise provided in paragraph 9 of this Agreement.
28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court, County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damagesfor and on account of the breach of any term or condition of this Agreement, it is mutually agreedthat eachparty will bear their own attorney's feesand costs.
29. Nondiscrimination. During Consultant' s performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome ( AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
30. Severability. Each provision, term, condition, covenant and/ or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, 9 term, condition, covenant and/ or restriction, in whole and/ or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.
31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.
32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statementof the terms of the agreementbetweenthe parties pertaining to the subjectmatter of this Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party hasbeeninducedto enter into this Agreement by andneither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.
33. Digital and Counterpart Signatures. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act ( Civil Code §§ 1633.1, et seq.), California Government Code § 16. 5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement. The parties further agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signaturesfor purposesof validity, enforceability, and admissibility. For purposesof this section, a " digital signature" is defined in subdivision ( d) of Section 16. 5 of the Government Code and is a type of " electronic signature" as defined in subdivision ( h) of Section 1633. 2 of the Civil Code. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each certified or authenticated electronic copy of an encrypted digital signature shall be deemed a duplicate original, constituting one andthe sameinstrument and shall be binding on the parties hereto.
34. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms -length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement.
34. 1 Titles and captions are for convenience of reference only and do not define, describeor limit the scopeor the intent of the Agreement or any of its terms. Referenceto section numbers, are to sectionsin the Agreement unless expressly statedotherwise.
34. 2 This Agreement shall be governedby and construedin accordancewith the laws of the State of California in effect at the time of the execution of this Agreement.
34. 3 In the event of a conflict betweenthe body of this Agreement and Exhibit A" - Scopeof Services hereto, the terms contained in Exhibit " A" shall be controlling. 10 35. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit " A" - Scope of Services
Exhibit " B" - Compensation
Exhibit " C" - Key Personnel
SIGNATURES ON THE FOLLOWING PAGE]
11 IN WITNESS WHEREOF, City and
executed the day and year first above written.
CITY OF RIVERSIDE, a California
charter city and municipal corporation
C' w
By:
City Manager
Attest:
City Clerk
Certified as to Availability of Funds:
By:
Chief Financial Officer
Approved as to Form:
Satan !NlZ$on
By: SusanWilson (Apr29, 202420:15MDT)
Assistant City Attorney
24- 0604 SDW 4/ 25/ 24
Consultant have caused this Agreement to be duly
GREATER RIVERSIDE CHAMBERS OF
COMMERCE, a California non- profit corporation
By: NicholasAdcock (Apr26, 202414:01PDT)
Print Name: Nicholas Adcock
Title: President/ CEO
and
By: ScottDitfurth (Apr26, 202417:18EDT)
Print Name: Scott Ditfurth
Title: Chair
12 EXHIBIT " A"
SCOPE OF SERVICES
TheScopeofservicewillinclude, butwillnotbelimitedto, thefollowingservicesandbenefits.
1. Retention and expansion of local businesses: The Chamber will encourage a dialogue betweenbusinessesandtheCitytosharepriorities, concerns, plansforfuturegrowthand opportunities, gain, anddisseminateadvanceinsightwhenbusinessesareconsidering potentialchangesor evaluatingnewdirections, andenhancepositiveworkingrelationships betweenbusinessesandtheCity. Thistaskwillbeaccomplishedthroughthefollowing deliverables:
Deliverables:
A. Outreach to local business through in-person visits, phone calls, and other touch points by Chamber Ambassadorsand Business Council Board membersandidentifyanynewdevelopmentsandopportunitiesforgrowthas wellasareasofconcernexpressedbythebusinessowner, manager, orstaff.
B. Conduct online surveys of local business leaders that gauge their perspectives in key economic trends, seek feedback on recent developments or Chamber/City programs, or obtain board public input on community developmentand economicdevelopmentactionplansor strategies. Survey topicscouldalsofocusonindustryprojectionsforfuturegrowthinkeysectors, assessments of local workforce strengths and sources, and evaluations of the generalbusinessclimatewithintheCity.
C. Facilitatequarterlymajor employervisits that conveneChamberand City representativeswiththeleadershipof major local employersto gaugetheir perspectiveson the current businessclimate and identifyand facilitate introductionswiththepotentialvendorsor businesspartnersthatmaybenefit fromexpandingor relocatingto Riverside.
2. Attraction and expansion of businesses from desired industries: The Chamber will continueRiverside's reputationasa Cityandcommunitythatwelcomesbusinessinvestment andgrowth, enhancedbyourpartnershipsandcollaborationsbetweenprivateandpublic stakeholders, andincreaseawarenessofRiverside's potentialandthemanyresources, talents, and treasures available to businesses and residents. This task will be accomplished through thefollowingdeliverables:
Deliverables:
A. Committo thepartnershipandcollaborationbetweentheChamber, theCity, theCounty, theUniversityof California, Riverside, CaliforniaBaptistUniversity, LaSierraUniversity, andRiversideCommunityCollegeDistricttoidentifyand attractkeyassetsandindustriesto relocateor expandto Riverside. Pivoting fromthesuccessfulcollaborationto bringtheCaliforniaAir ResourcesBoard emissionstestingfacilitytoRiverside, workwiththesepartnerstoactivelyfocus on desired industries and capitalize on specific opportunities.
B. PartnerwiththeCityandotherstakeholderstofacilitatetoursto introduceand raiseawarenessof localcommunityassetsto businessleaders, investors, and decision -makerslookingto potentiallyexpandor relocateto Riverside. As with the tours conducted with employees from the California Air Resources board emissionstestingfacility, thesetourswouldeducateandinformguestsonthe availableresources, educationalopportunities, transitandlivability opportunities, housingoptionsandmarkets, andmoreto an interested business and its staff.
C. PartnerwiththeCityto implementtheEconomicDevelopmentActionPlan.
Promoteengagementfrom businessandcommunitystakeholders, facilitate meetingswithbusiness, City, andhighereducationrepresentatives, and periodicallyassesstheActionPlan's effectivenessto stimulatebusinessgrowth and economic activity.
D. Facilitateperiodicindustrysectormeetingsthatconvenelocalbusinesseswith Chamber, City, andhighereducationrepresentativesto discussindustry Prioritiesandneeds, shareCityandChamberprogramsandinitiatives, and strategize opportunities for future business retention, growth, and expansion.
E. Provideenhancedguidanceandcustomerserviceto businessesconsidering expansioninRiversidebyconnectingthemwithCityresourcesanddepartments, helpingnavigatethedevelopmentapprovalprocess, andpromotingRiversideas anefficientandbusiness -orientedcommunityforpotentialinvestment.
3. Supportandtraining in keyareasfor businessesandentrepreneurs: TheChamberwillprovide trainingandresourcestodevelopsuccessfulandsustainablebusinesses. Thistaskwillbe accomplishedthroughthefollowingdeliverables:
Deliverables:
A. Offermonthlyseminarsto localbusinessesandentrepreneursthateducateand informon keytopics, includinghumanresources, marketing, procurement, and finance.
B. Engage the Chamber' s Business council board members and the Chamber's partnershipwith SCOREcounselorsto offermentorguidance opportunities for entrepreneurs and new business owners.
C. Connect entrepreneurs and new business owners with local business incubators i.e., ExCITE) andsupportstart-upprograms (i.e., EPICprogram). Additionally, provide these entrepreneurs and small businesses with more resources and opportunities through local small business development centers.
4. Increased awareness of local programs and resources that support business: The Chamber will provide multiple avenues and platforms to share local resources, economic development updates, and other information in a comprehensive and cohesive manner so that individuals lookingto investin, start, retain, orexpanda businessin Riversidecaneasilyandquicklyfind beneficialinformation. Thistaskwillbeaccomplishedthroughthefollowingdeliverables:
Deliverables:
A. Provide opportunities within Chamber programs like the Area Business Council INSIDE meetings and Economic Development Council meetings for theCityto promoteandshareinformationrelevantto businessinterests, updates on new developments, and opportunities for local business leaders toengageonCityinitiatives.
B. Host links on Chamber's websitethat will connectto City onlineresources and departments relevant to business needs.
C. Showcasethe City's economicdevelopmentand communitydevelopment action plans and strategies on its website and social media platforms.
D. HighlightkeyCityandChamberpartnershipsintheChamberNewsletter.
5. Stateof the City: TheChamberwillassistinthefacilitationsof a "Stateof theCity" consistentwith section405oftheRiversideCityCharter, to allowtheMayorof Riversideto presenttheMayor's programs, objectives, and priorities.
Deliverables:
A. WorkwiththemanagementcompanyoftheRiversideConventionCenterto coordinatethe eventincluding, butnotlimitedto, bookingthefacility, planning thefoodandcoordinatingallfacilityarrangementsfortheevent.
B. Promote the event through Chamber media platforms ( i.e., website, newsletter, social media, etc.).
EXHIBIT " B"
COMPENSATION
Compensation for the initial term of the agreementending June 30, 2026, is $98,775 with $ 69,245 paid from the Public Utilities Department and $ 29, 530 paid from the General Fund.
City - Chamber Partnerships
Schedule of Sponsorships
Department Activity/ Event Description Amount
Riverside Public
Utilities:
Economic Development Services Services 25, 000. 00
Advertisements Chamber Newsletter - 1 page - Monthly 15, 000. 00 Advertisements Chamber Magazine - 1 page ( Every 18 mo.) 3, 095. 00 KRCB Waterwise Landscape Sponsorship 3, 000. 00
Business Expo/ Mixer/ Riv Forward Investment - Premier Sponsor 1, 000. 00 Mega Mixer/ Tradeshow/ Job Fair Investment - Premier Exhibitor 500. 00 GMR Sponsorship Investment ( July 2023) 1, 850. 00
Legislative Summitt Table Sponsorship 750. 00
Mayor' s State of the City Address Table Sponsorship - Bronze 750. 00 Inaugural Ball Table Sponsorship - Bronze 1, 500. 00
Athena Luncheon Table Sponsorship - Silver 1, 000. 00
Leadership Riverside Luncheon Table Sponsorship - Bronze 800. 00 Festival of Lights Pass-through only 15, 000. 00
69, 245. 00
Community and Economic Development:
Festival of Lights Contribution for Chamber Services 7, 500. 00 Riverside College & Career Fair Booth @ Event - Partner Sponsor 2, 500. 00 Business Expo/ Mixer/ Riv Forward Booth @ Event - Partner Sponsor 2, 500. 00 Mayor' s State of the City Address Table Sponsorship - Bronze 750. 00 13, 250. 00
Public Works:
Mayor' s State of the City Address Table Sponsorship - Bronze 750. 00 Legislative Summitt Table Sponsorship - Congressional 750. 00 1, 500. 00
Police:
Mayor' s State of the City Address Table Sponsorship 1, 000. 00 Leadership Riverside Luncheon Table Sponsorship 800. 00 1, 800. 00
CityWide:
Chamber Memberships Paid with P -Card 5, 000. 00
Leadership Training Tuition ( 4 ppl @ $ 1950 each) 7, 980. 00 12, 980. 00
Total 98, 775. 00
EXHIBIT " C"
KEY PERSONNEL
Nicholas Adcock
President/ CEO
LaWanda Roy
Vice President of Accounting and Human Resources
Quirina Ramirez
Vice President of Programs and Special Events
Adrienne Wonzo
Vice President of Membership and Value
Andrea De Leon
Executive Director