HomeMy WebLinkAboutA8333 - PALM SPRINGS CHAMBER OF COMMERCE - PUBLISH CITY NEWSLETTER AGREEMENT BY AND BETWEEN THE CITY OF PALM
SPRINGS AND PALM SPRINGS CHAMBER OF
COMMERCE FOR PUBLISHING A CITY NEWSLETTER
1. PARTIES AND DATE.
This Agreement is made and entered into this�ay of August, 2019 by and
between the City of Palm Springs, a municipal organization organized under the laws of
the State of California with its principal place of business at 207 Harvard, Palm Springs,
California 91711 ("City") and Palm Springs Chamber Of Commerce with its principal
place of business at 190 West Amado Road, Palm Springs, California 92262
("Chamber"). City and Chamber are sometimes individually referred to herein as "Party"
and collectively as"Parties."
2. RECITALS. Parties desire to mutually publish a newsletter for the benefit of the
Palm Springs residents.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services.
3.1.1.1 Chamber promises and agrees to publish three (3)
twenty-four (24) page newsletters and to mail the newsletter to each household
in the City of Palm Springs which is approximately 30,000. Unless agreed to in
writing by the City, the newsletter shall be distributed on the first Friday of the
following:
October 2019
December 2019; and
April 2020. j
3.1.1.2 Distribution of pages
City shall receive six (6) editorial content pages and has the
option to receive additional pages, if requested.
Chamber shall receive six (6) editorial content pages and
has the option to receive additional pages, if requested.
Chamber shall receive eleven (11) pages for the sale of
advertising.
3.1.2 Term. The term of this Agreement shall be from July 1, 2019 to
April 30, 2020, unless earlier terminated as provided herein. Chamber shall complete
the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines.
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3.2 Responsibilities
3.2.1 Chamber shall manage the project and vendors. Chamber will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Chamber on an independent contractor
basis and not as an employee. Any additional personnel performing the Services under
this Agreement on behalf of Chamber shall also not be employees of City and shall at
all times be under Chamber's exclusive direction and control. Chamber shall pay all
wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this.Agreement and as required by law. Chamber shall
be responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 City's Communication Director shall serve as the Executive Editor
of the Newsletter.
3.2.34 Chamber shall submit the newsletter to the Executive Editor for
review and written approval prior to publication. City reserves the right to reject any
advertising at the City's sole and absolute discretion. No adverstising shall be sold that
is political in nature.
3.2.4 City's Representative. The City hereby designates City Manager,
or his designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative. shall have the power to act on behalf of
the City for all purposes under this Contract. Chamber shall not accept direction or
orders from any person other than the City's Representative or his or her designee.
3.2.5 Chamber's Representative. Chamber hereby designates Nona
Watson or her designee, to act as its representative for the performance of this
Agreement ("Chamber's Representative"). Chamber's Representative shall have full
authority to represent and act on behalf of the Chamber for all purposes under this
Agreement. The Chamber's Representative shall supervise and direct the Services,
using his/her best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.6 Coordination of Services. Chamber agrees to work closely with
City staff in the performance of Services and shall be available to City's staff at all
reasonable times.
3.3 Fees and Payments.
3.3.1 Compensation. Total Compensation shall not exceed Twenty-five
Thousand Dollars ($25,000). Parties agree to help start the newsletter project, the
Chamber shall be entitled upon written request to the City's representative, in a form
acceptable to the City, to receive payment of one-third (1/3) of the total amount of the
agreement [Eight Thousand Thirty-Three dollars and Thirty Three Cents ($8,333.33)]
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prior to the first issue in October, 2019. After the publication of the December 2019 and
April, 2020 newsletters, the Chamber shall invoice the City, in a form acceptable to the
City, for no more than one-third (113) of the total amount of the agreement [Eight
Thousand Thirty-Three dollars and Thirty Three Cents ($8,333.33)]
3.3.2 Reimbursement for Expenses. Chamber shall not be reimbursed
for any expenses unless authorized in writing by City.
3.4 General Provisions.
3.4.1 Termination of Agreement.
3.4.1.1 Grounds for Termination. Either Party may, by written
notice to other party, terminate the whole or any part of this Agreement at any time and
without cause by giving written notice of such termination, and specifying the effective
date thereof, at least seven (7) days before the effective date of such termination.
3.4.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Chamber to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Chamber in
connection with the performance of Services under this Agreement. Chamber shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.4.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CHAMBER:
Palm Springs Chamber of Commerce
190 West Amado Road
Palm Springs, CA 92262
Attn: Nona Watson, CEO
CITY:
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Attn: Amy Blaisdell, Communications Director
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.4.3 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
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may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.4 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all other costs of such
action.
3.4.5 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.4.6 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Riverside County.
3.4.7 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.4.8 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Chamber include all
personnel, employees, agents, and subcontractors of Chamber, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.4.9 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.4.10 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.4.11 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.4.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
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3.4.13 Equal Opportunity Employment. Chamber represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Chamber shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.4.14 Labor Certification. By its signature hereunder, Chamber certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.4.15 Authority to Enter Agreement. Chamber has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.4.16 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
(Signatures on Following Page)
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CITY OF PALM SPRINGS PALM SPRINGS AMBER OF
COMMERCE
B . ���� By. �
David Ready, Es ., Nona Watson, CEO
City Manager
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Approved as to Form:
Best Best & Krieger LLP
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City Attorney
APPROVED BY CITY MANIAGER
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