HomeMy WebLinkAboutA8593 - MAIN STREET PALM SPRINGS: NON-PROFIT FUNDING AGREEMENT NON-PROFIT FUNDING AGREEMENT ' '
Main Street Palm Springs"
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This Agreement is entered into on Stettivilacr "by d between the City of Palm Springs,
a California Charter City, herein called"City", and Main S reet Palm Springs, a California Non-profit
Mutual Benefit Corporation organized- under the Non-Profit Mutual Benefit Corporation law,
hereinafter called "Recipient". •
WHEREAS, Recipient is a" California Non-profit Mutual Benefit Corporation which has
established ;its tax exempt status under Section 501(c)(6) of the Internal Revenue Code and under
Section 170(c)(2) of the Internal Revenue Code; and,
WHEREAS, Recipient' is 'organized to revitalize .and increase the 'economic, vitality of the
Downtown and Uptown business districts of the City of Palm Springs, California; and,
WHEREAS, the City recognizes the intrinsic value of the Downtown and Uptown business areas
of the City, and the role they play in enhancing and expanding the economic vitality of and image of
the City; and, .
WHEREAS, the City recognizes the significant role the Recipient plays in Downtown-and Uptown
Palm Springs as a facilitator of community input to the City.-and a mechanism to organize and
disseminate information to affected businesses; and,
WHEREAS, Recipient has requested financial assistance from the City to ensure legal
compliance with tax laws, to maintain its corporate status, and to perform basic administrative
functions related to its public purpose; and, .
NOW,THEREFORE,THE"PARTIES AGREE AS FOLLOWS: ,
1. SERVICES
1.1 Recipient shall perform its function described in its Bylaws as generally. incorporated
herein by this reference.
2. 'PUBLICIZED CREDIT -
2.1 The parties hereby agree that the City of Palm Springs shall be acknowledged as a sponsor
of all Recipient's activities. '
3.TERMS AND CONDITIONS
3.1 In consideration of City financial support, Recipient shall provide the services as described
in Exhibit"A" attached hereto and incorporated herein by this reference. - .
3.2 The City will provide Recipient with Fifteen Thousand Five Hundred Dollars ($15,500.00) in
financial support.
3.3 Recipient is responsible for raising all funds necessary td produce the services in excess of
the City's contribution of Fifteen Thousand Five Hundred Dollars ($15,500.00), or for any
purpose not specifically allowed in Exhibit"B".
3.4 All amounts paid to. Recipient pursuant to this Agreement shall be subject to •
reimbursement to the City upon the occurrence of any of the following Services:
3.4.1 Recipient.loses its Federal tax-exempt status under Section SOI(c)(6) and 170(c)(2)
of the Internal Revenue Code, or its State tax-exempt status from the California
Franchise Tax Board; or
'3.4.2 The dissolution of Recipient; or
3.4.3 Recipient terminates or attempts to terminate this Agreement for any reason
other than City's failure to make payments as provided hereunder; or
3.4.4 Recipient fails to fulfill all of the responsibilities, duties, and obligations set forth
herein.
3.5 Recipient shall provide for open public access to general membership meetings, events, or
exhibits to ensure accessibility to all individuals regardless of gender, race, ancestry, place
of origin, citizenship, creed, color, ethnic origin, cultural practices, sexual orientation,
sexual preference, age, ability, physical, mental or emotional health,family status, marital
status, political or religious affiliation, place of national origin, occupation, income,
education or social status.
4. CITY PUBLICATION
4.1 City shall make a reasonable effort to promote the services provided by Recipient in the
City's website, government access channel and other advertising-and marketing vehicles
as deemed appropriate by the City in its sole and absolute discretion, including marketing
focused on,Downtown and Uptown Palm Springs.
5. TERM OF AGREEMENT
5.1 Basic Term. The term of this Agreement is seventeen months. The effective date of this
Agreement shall be July 1, 2020 and this Agreement shall terminate June 30. 2021.
5.2 Breach of Agreement. Any material deviation by Recipient for any reason from' the
requirements hereof, or,from any,other provision of this Agreement, shall constitute a
breach of this Agreement and may be cause for termination at the election of the City.
City may terminate this Agreement for cause, by giving ten (10) day notice to Recipient. In
the event of termination of this Agreement for cause,the City shall have the right to have
use of and access to materials concerning the Services and to assign rights pertaining to
the Services,such as name, customer orinvitation lists, or performer contracts to the City
or its, designee. The City reserves the right to waive any and all breaches of this
Agreement, and any. such waiver shall not be deemed a`waiver of all- previous or
subsequent breaches. In the event the City chooses to waive a particular breach of this
Agreement, : it may condition same on payment, by Recipient of actual damages
occasioned.by such breach of Agreement and on Recipient making every'effort to resolve
the same quickly and amicably:
5.3 Termination. Prior to Expiration of Term. In the event Recipient is unable to fulfill any of
its responsibilities under this Agreement for any reason whatsoever including, without
limitation, circumstances beyond its control, the City may terminate this Agreement in
whole or in part in the same manner as for breach hereof and be entitled to the same
rights on termination. City may terminate this Agreement at anytime, with or without
cause, upon thirty (30) days written notice to Recipient. Upon receipt of notice of
termination, Recipient, shall immediately cease all services, work, or activity;except such
as may be specifically approved by the City,though its contracting officers. Recipient shall
be entitled to compensation' for all services rendered prior to receipt of the notice of
termination and for any services authorized by the City,through its contracting officer.
6. GENERAL
6.1 Indemnity. To the fullest extent permitted by law, Recipient shall defend at Recipient's
sole cost and expense, indemnify, protect, and hold harmless the City, its elected officials,
officers, employees, agents, and volunteers from and .against any and all liabilities,
actions, suits, claims, demands, losses, costs,judgments, arbitration awards, settlements,
damages, demands, orders, penalties, Vand expenses including legal costs and attorney ,
fees (collectively "Claims"), including, but not limited to, Claims arising from injuries to or
death of any person, for damage to property, including property owned by the City, from '
any violation of any federal, state, or local law or ordinance,, and from errors and
omissions committed by.Recipient, its officers, employees, representatives, and agents,
which Claims arise out of or are related to Recipient's performance under this Agreement.
6.2 ' Governing Law.This Agreement shall be governed by the laws of the State of.California. '
Venue shall be in Riverside County. -
6.3 Time of Essence..Time is of the essence for each and every provision of this Agreement.
6.4 Successors-and Assigns. This Agreement shall be binding on the successors and assigns of
the Parties.
6.5 Audits. The City shall have the right to monitor and audit the Services and all work
performed under this Agreement.The City,will notify Recipient in writing within thirty(30)
days of any potential exceptions discovered during such.,audits. Where 'such findings
indicate that the requirements of this Agreement are not being met, upon such written
notification Recipient shall take appropriate corrective action immediately.
For this purpose, the Recipient shall make available to the.City during normal business
hours of the City, and to the City's'employees, agents and representatives, all books and
• records which pertain to this Agreement and the programs undertaken, by Recipient
hereunder, including records of membership and dues collected from members.
6.6 Complete Agreement. This Agreement contains all the terms and conditions agreed upon
by the parties. No other understandings, oral or otherwise,,regarding the subject matter
of this Agreement shall be deemed to exist or;to bind any of the parties hereto. This
Agreement supersedes all previous agreements, if any, between the parties.
6.7 'Independent Contractor. Neither City nor any of it employees shall have any control over
the management, mode or means by which the Recipient, its agents or employees,
perform the'services required herein, except as otherwise set forth herein. City shall have
no voice in the,selection, discharge,, supervision' or control of Recipient employees,
representatives or agents, or in fixing their compensation or hours of service. Recipient
shall perform all services required herein as an independent contractor of,City and shall
remain at all times as to City a wholly independent contractor with only such obligations
as are consistent with that role. Recipient shall not at any time or in any,manner represent
that it or any of its agents or employees are agents or employees of.the City. City shall not
at,any time or in any manner represent that it :or:any of its agents or 'employees are
agents or employees of the Recipient.
6.8 Amendments. Any alterations, variations, modifications or waivers of provisions to this
Agreement shall be valid only when reduced to writing, duly signed, and attached to the
original of this Agreement.
6.9 , Notices. Communications among the parties hereto shall be addressed as follows:
MAIN STREET PALM SPRINGS
Joy Meredith, President
268 North Palm Canyon Drive
Palm Springs, CA 92262
psca@msn.com.
CITY OF PALM SPRINGS
David H. Ready, Esq., Ph.D., City Manager
3200 E.Tahquitz Canyon Way
Palm Springs, CA 92262
david.r"eady@palmspringsca.gov
•
6.10 City Representation. Recipient shall work closely with the City Manager or his designee.
Recipient shall provide regular updates to the Liaison Representative of the City to keep
the City currently advised on the status of the Services.
6.11 Compliance with Law. Recipient shall comply with all applicable federal, state, and local
laws, ordinances and regulations.
6.12 Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create
and the parties do not intend to create any rights in third parties.
6.13 Covenant Against Discrimination: In connection with its performance under this
Agreement, Contractor shall not discriminate against any employee or applicant for
employment because of actual or perceived race, religion, color, sex, age, marital status,
ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic
characteristics, or ethnicity), sexual orientation, gender identity, gender expression,
physical or mental disability, or medical condition (each a "prohibited basis" ). Contractor
shall ensure that applicants are employed, and that employees are treated during their •
employment, without regard to any prohibited basis. As acondition precedent to City's
lawful capacity to enter this Agreement, and in executing this Agreement, Contractor
certifies that its actions'and omissions hereunder shall not incorporate any discrimination
arising from or related to any prohibited basis in any Contractor activity, including but not
• . limited to the following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or =termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship; and further, that
Contractor is in full.compliance with the provisions of Palm Springs Municipal Code
Section 7.09.040, including without limitation the provision of benefits, relating to
non-discrimination in city contracting.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the
date first written above.
(SIGNATURES ON FOLLOWING PAGE)
•
"CITY"
City of Palm Springs
Date: Oct/4zo20 • By:
David.H. Ready, Esq.; P
City Manager
APPROVED AS TO FORM: ATTEST
By ES: J J By. `��
effr y Balli ger, Ant i-
City Attorney Cit Clerk
MAIN REET PALM SPRINGS
Date: . By:
Sign ur
�s -
�o �d
(Pri• N•me and Title)
Date: B
Y•
Sighs re .
(Print Name and Title) f
AP'PRO 1 D BY CUIY MANAGER$1,560
1 «.
(Corporations require two signatures; one from each of the following: A. Chairman of the Board President,•any Vice
President AND,,B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer):
EXHIBIT"A"
DESCRIPTION OF SERVICES
The Recipient shall provide the following services during the term of the Agreement:
TASK A: Main Street Administration ($7,500.00)
• Recruit, train, coordinate and supervise administrative or clerical personnel necessary to
produce the Services.
• Hold monthly General Membership meetings (at least 10 per year) at which meeting issues
related to the marketing, maintenance, development, and redevelopment of Downtown
and Uptown are discussed.
• To the extent possible, Recipient shall acknowledge the City in its publicity, press releases
and promotional materials related,to the services provided.
• Electronically distribute a monthly .(at least 10 or more per year) newsletter or
informational equivalent to Main Street's business list including announcements and or
select information from the City of Palm Springs.
TASK B: Holiday Banner Program (not to exceed $3,000.00)
• Recipient shall coordinate the annual Holiday Banner Program, including but not limited to:
outreach to all Palm Springs Unified School District students, including private schools;
purchase supplies and materials needed to produce the banners; jury and select artwork to
be used on banners; coordinate with the City's staff to install banners; and coordinate
awards ceremony. Recipient shall submit copies of all receipts for supplies and materials for
reimbursement for this Task.
TASK C: Main Street Map ($5,000.00)
• Recipient shall coordinate, pay for, and distribute throughout the region the annual reprint
of 75,000 Main Street Maps. Scope of,Services includes, but is not limited to, review and
updating all content, including business listings, advertising and graphics. Maps should be
completed and distributed during the term of the Agreement. If the Main Street Map is not
produced during the term of the Agreement Task C shall not apply and payment shall be
excluded.
EXHIBIT"B"
USE OF FUNDS AND SCHEDULE OF PAYMENTS
Use of Funds: -
TASK A: Main Street Administration ($7,500.00)
• The funds are to be used for administrative expenses, including: staff support, accounting
. and audit services, Liability and Director's insurance, legal.services, office supplies and
equipment, collateral materials, travel reimbursements, email subscriptions, postage,
website setup and hosting, and membership dues to other organizations.
TASK B:Holiday Banner Program (not to exceed$3,000.00)
• The funds are to be used to purchase supplies and materials to produce the annual Holiday
Banners.
TASK C: Main Street Map ($5,000.00)
• The funds are to be used to support the cost of the update, reproduction and distribution of
the Main Street Maps. Maps should be completed and distributed during the term of the
Agreement. If the Main Street Map is not produced during the term of the Agreement Task
B shall not apply and payment shall be excluded.
Schedule of Payments:
TASK A: Main Street Administration ($7,500.00)
• $7,500 Payable upon execution of Agreement.
TASK B: Holiday Banner Program (not to exceed $3,000.00)
• Payable upon submittal of invoices and copies of receipts for the actual cost of supplies and
materials.
TASK C: Main Street Map ($5,000.00)
• Payable upon final revision of map or prior to distribution. V -
*t A s,,pb': RECEIVEDIL")?\' City of Palm Spring OF PALM SPRIN(
* �1 2020 JUL 28 Act 9: 2
� a * Office of Sustainability
" : ,* .. 3200 L.Tahquitz Canyon Way•Palm Springs,California 92262
'•,c41 ;0-i b Tel (760)323-8214 •Fax (760)322-8360•Web:www.palmspringsca.gov OFF ICE OF THE CITY CLE
UPSTREAM July 22, 2020
ATTN: Matt Prindizille
PO Box 1352
Damariscotta, ME 04543
Re: Extension of Consulting Services Agreement A8437
Dear Mr. Prindizille:
On December 30, 2019, the City and UPSTREAM, a Georgia Corporation, entered into
a consulting services agreement to provide assistance in the development of a single-use
plastics reduction ordinance. In accordance with A8437 Section 4.4:
4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this
Agreement, this Agreement shall continue in full force and effect for a period of 75 days,
commencing on October 21, 2019, and ending on January 31, 2020, unless extended by
mutual agreement.
In March, the City and UPSTREAM agreed to extend the term of the contract until April
30, 2020 at no additional cost.
At this time, the City is requesting UPSTREAM's mutual agreement to extend the
contract further until October 1, 2020 to use up remaining contract funds. If you have any
questions or concerns, please contact me at your earliest convenience, 760-323-8214, or
Patrick.Tallarico@oalmspringsca.gov.
Sinci,
"Ag-ofey '
/
Pat lc- (. - 'c•, PF, LEED AP (BD+C)
Manager, Office of Sustainability
Except as expressly provided herein, all terms and conditions of the Agreement shall remain in
full force and effect by and between parties.
City of Palm Springs _ - UPST
c
,,e..117/28/20
David H. Re y, C nager Signature and Date
Matt Prindiville
,,, , Executive Director
D Print Name and Title