AGREEMENT FOR PROFESSIONAL SERVICES
Visitor’s Bureau
T
his Agreement is made on October 1, 2024, by and between the Santa Maria Valley Chamber of Commerce, a California nonprofit 501(c)(3) Corporation (“Chamber”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, the City is desirous of increasing the well-being of the City through the development of tourism, conventions, and general retail sales within the City, thereby increasing the transient occupancy tax and sales tax revenues to the City; and W
HEREAS, the Santa Maria Valley Chamber of Commerce (Chamber) has organized for the purpose of promoting tourism, conventions, and retail sales within the City and has special knowledge, expertise, skills, and facilities for promotional work; and W
HEREAS, the City desires to secure the services of the Chamber to perform certain services to develop and maintain tourism, conventions, and retail sales within the City.
NO
W, THEREFORE, IT IS AGREED:
1. R ecitals true. The above recitals are true.
2. General.
2. 01. Term and Termination. The term of this contract is from October 1, 2024 to June 30, 2026. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law. This Agreement may be terminated by either party without cause with 30 day’s written notice.
2.02. Services to be Performed. Ch
amber shall determine the method, details,
and means of providing tourism services. More specifically, Chamber agrees to perform the specific services listed in Exhibit “A.”
2.03 City’s Duties. C ity’s duties under this Agreement are to cooperate with Chamber in the performance of the contract and timely pay invoices.
2.04. Payment. P ayment terms under this Agreement are listed in Exhibit “B.”
2.05. Insurance. Chamber shall provide insurance as listed in Exhibit “C.”
2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.
3. C hamber ’s Obligations.
3. 01. Minimum Amount of Service. Chamber shall devote sufficient time to perform services under this agreement efficiently and effectively. Chamber may represent, perform services for, and be employed by additional individuals or entities, in Chamber’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.
3.02 . Tools and Equipment. Except as otherwise stated in this Agreement, Chamber will supply all tools and equipment necessary to perform this Agreement.
Attachment B
3.03. Status. Chamber (including its employees) is an independent contractor.
No employer/employee relationship exists between Chamber and the City. Chamber's assigned personnel shall not be entitled to any benefits payable to employees of the City.
The City is not required to make any deductions or withholdings from the compensation payable to Chamber under this agreement.
3 .04. Indemnification. To the fullest extent permitted by law, the C hamber shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternativ e dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Chamber or the acts or omissions of an employee, agent or subcontractor of the C hamber. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.
4. Miscellaneous
4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of CHAMBER, listed below . All notices shall be addressed as follows unless a written change is filed with the City:
To City: To Chamber:
Attn: City Manager Attn: President/CEO
City of Santa Maria Chamber of Commerce
110 East Cook Street 614 South Broadway
Santa Maria, CA 93454 Santa Maria, CA 93454
If the designated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.
4.02. Compliance With Laws, etc. Chamber shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.
4. 03. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties.
4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.
4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.
4.06. Warranty of authority. Each person signing this agreement on behalf of
a party warrants that he or she has authority to do so.
4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
4.08. Severability. T he provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
4.09. Submittals. I
n addition to any other submittals required by this
agreement, Chamber shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.
4. 10 Prevailing Wage. Prevailing Wage. If applicable, Chamber and all sub- contractors 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. The Director's determination is on file and open to inspection at www.dir.ca.gov 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 set forth herein.
IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.
SANTA MARIA VALLEY CHAMBER OF
COMMERCE, a California nonprofit
501c3 corporation
___________________________
MICHAEL BOYER
President/CEO
CITY OF SANTA MARIA, a political
subdivision of the State of California
ALICE M. PATINO
Mayor
ATTEST:
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
City Attorney
EXHIBIT “A”
SCOPE OF WORK
1) The Chamber shall, through its Visitor Convention Bureau (VCB), determine the method, details, and means of advertising, marketing and otherwise making known to the public, the resources of the City for the express purpose of inducing and increasing the trade, commerce, and tourist and convention activity within the City. The Chamber shall advertise or exhibit for such purposes as showcasing the agricultural, horticul tural, mineral, industrial, commercial, climatic, educational, recreational, and cultural resources and advantages of the City. Such activities shall generally include, but not be limited to:
a) Working in conjunction with City departments, the development and execution of periodic events and/or campaignsdesigned to attract tourists, conventions, and retail shoppers to the City;
b) newspapers, magazines, radio, television, direct-mail advertising, and the Internet; c) participation at travel trade shows and missions;
d) development and distribution of generalized and specialized brochures and other publications featuring the City and its resources;
e) solicitation of group conference and event business travel, including assistance to the planners and organizers thereof; and
f) liaison with other State and local groups involved in the promotion of tourism and retail sale.
2) The Chamber shall specifically provide (not an all-inclusive list):
a) Such staff, employed or contracted by the Chamber, as is reasonably necessary to support and complete the work of the VCB as described herein; and b) Office space, equipment, furniture, consumable supplies, and other materials necessary to carry out the scope of services described herein. 3) The Chamber shall maintain complete financial records of all revenues and expenditures related to its activities under this Agreement. The Chamber shall provide to the City:
a) A written semi-annual report of its activities and progress on the scope of services pertaining to the City within 30 days of the end of the reporting period; and b) A complete audit of all revenue and expenditures of the VCB hereunder as follows:
For the 2024-25 period......................................... No later than October 15, 2025 For the 2025-26 period......................................... No later than October 15, 2026
EXHIBIT “B
PAYMENT
1) In consideration of the Chamber's services, the City agrees to pay the Chamber for Visitor’s Bureau Services:
Prior to January 1, 2025 ......................................................................... $151,999.99 After January 1, 2025, and prior to June 30, 2025 ................................. 304,000.00 .00 2024-25 Total $ 455,999.99
Prior to January 1, 2026 ......................................................................... $304,000.00 After January 1, 2026, and prior to June 30, 2026 ................................. 304,000.00 2025-26 Total $ 608,000.00
Each said payment shall be allocated exclusively for the purposes of promoting tourism, conventions, and retail sales in the City, as described herein, during the term of this Agreement. Said payment shall be allocated, used and accounted for in accordance with Exhibit A. The City shall have the ability to withhold payment if payment is not allocated, used and accounted for in accordance with Exhibit A, or if the Chamber is in breach per Section 2.01 of this Agreement.
EXHIBIT “C”
INSURANCE REQUIREMENTS
Chamber shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Chamber, his/her agents, representatives, or employees. If the Chamber maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Chamber.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.
2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Chamber has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Chamber 's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
Chamber shall maintain limits no less than:
1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Statutory limits.
4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.
5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.
C. Self-insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Chamber to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
D. Other Insurance Provisions
The liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Chamber including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Chamber’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).
2. For any claims related to this project, the Chamber's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Chamber's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.
4. Chamber hereby grants to City a waiver of any right to subrogation which any insurer of said Chamber may acquire against the City by virtue of the payment of any loss under such insurance. Chamber agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but
this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Chamber must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Chamber shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Chamber’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
G. Special Risks or Circumstances
The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.