HomeMy WebLinkAboutA6768 - GREATER PALM SPRINGS CONVENTION AND VISITORS BUREAU - MOU MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE
PALM SPRINGS DESERT RESORT COMMUNITIES CONVENTION AND VISITORS
AUTHORITY AND THE CITY OF PALM SPRINGS
This Memorandum of Understanding (hereinafter, the "MOU") is entered into as of this 1st
day of January, 2017, by and between the Greater Palm Springs Convention &Visitors Bureau, a
California Joint Powers Authority operating under the Joint Exercise of Powers Act (California
Government Code §§6500 et seq.), located in the County of Riverside, State of California
("CVB"), and the City of Palm Springs, a municipal corporation located in the County of Riverside,
State of California ("City"), with the CVB and the City sometimes together hereinafter referred to
as the "Parties," and singularly referred to as "Party."
RECITALS:
WHEREAS, the CVB and Intervistas Consulting, Inc. ("Consultant') entered into that
certain Service Provider Agreement By and Between the Greater Palm Springs Convention &
Visitors Bureau and Intervistas Consulting, Inc., dated January 1, 2017 ("Agreement'), an
executed copy of which is attached hereto and incorporated herein by this reference as Exhibit
"A,"for Consultant to provide certain consulting services related to air support enhancement from
Palm Springs International Airport, including development of market research and studies of
economic impacts, air service data analysis and route forecasts, and utilization of domestic and
international aviation trends; and
WHEREAS, the Agreement calls for the CVB to pay Consultant an amount not to exceed
Sixty-Five Thousand Dollars and Zero Cents ($65,000.00) for provision of such services; and
WHEREAS, because the Palm Springs International Airport is located within the
jurisdictional boundaries of the City, the services provided by Consultant to the CVB will result in
direct benefits to the City, in the form of increased tourism and corresponding increased taxes to
be gained by the City; and
WHEREAS, as a result, the City has agreed to reimburse CVB for up to fifty percent (50%)
of all compensation paid the Consultant under the Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
ORIGINAL BID 1
AND/OR AGREEMENT
TERMS
1. Recitals. The Recitals set forth above are true and correct and are hereby incorporated into
this MOU by this reference, as though set forth at length herein.
2. Binding Effect. The Parties acknowledge and hereby agree that this MOU, standing alone, is a
binding and enforceable contract which is intended to govern and define their respective rights
and responsibilities regarding the agreement between the Parties as memorialized herein.
3. Term. The term of the agreement shall be for a period of one year from January 1, 2017,
through December 31, 2017.
4. Work Product. The City will have the right to copies of all work products provided to CVB in
performance of its obligations under the Agreement. This shall include, but not limited to the
data, air service studies, and recommendations. The City will also assist with developing
strategies for marketing air service routes from Palm Springs International Airport.
5. Reimbursement to CVB. CVB has entered into an agreement with Consultant for consulting
services related to air support enhancement from Palm Springs International Airport for
Sixty-Five Thousand Dollars and Zero Cents ($65,000.00). The City shall reimburse CVB fifty
percent (50%) of all compensation paid by CVB to Consultant under the Agreement, up to a
total amount not to exceed Thirty-Two Thousand Five Hundred Dollars and Zero Cents
($32,500.00). The City shall reimburse CVB directly, in the amount of half of the Consultant
charged amount no later than thirty (30) days following receipt of the invoice provided by CVB,
based on the approved City purchase order.
6. Additional Provisions.
(a) Effective Date. This MOU shall take effect on the date first written above.
(b) Modifications and Amendments. Any provision of this MOU may be modified or amended
only by written agreement executed by the Parties. Any such modification or amendment must be
in writing, dated and signed by the Parties and must explicitly indicate that such writing modifies
or amends this MOU.
(c) Attorney's Fees. Each party shall be responsible for their own attorney fees.
(d) Severability. Every provision of this MOU is intended to be severable. If any provision of
this MOU or the application of any provision hereof to any party or circumstance is declared to be
illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction,
such invalidity shall not affect the other terms and provisions hereof or the application of the
provision in question to any other party or circumstance, all of which shall continue in full force
and effect.
(e) Counterparts. This MOU may be signed in two or more counterparts each of which, when
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executed and delivered, shall be an original and all of which together shall constitute one
instrument, with the same force and effect as though all signatures appeared on a single
document.
(f) Authori . Each signatory to this MOU certifies that he or she is authorized to execute this
MOU and to legally bind the Party he or she represents, and that such Party shall be fully bound
by the terms hereof upon such signature without further act, approval, or authorization of such
Party.
(g) Notice. Any notice to be provided pursuant to this MOU shall be in writing, and all such
notices shall be delivered by personal service or by deposit in the United States mail, certified or
registered, return receipt requested, with postage prepaid, and addressed to the parties as
follows:
To the City: City of Palm Springs
Attn: David Ready, City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Email: david.ready@palmsprings-ca.gov
To CVB: Scott White, President & CEO
Greater Palm Springs CVB
70-100 Highway 111
Rancho Mirage, CA 92270
Email: swhite@palmspringsoasis.com
Notices and other documents shall be deemed delivered upon receipt by personal service or as of
the second (2nd) day after deposit in the United States mail.
(h) Non-Liability of Officers and Employees. No officer or employee of the City or CVB shall
be personally liable to either Party, or any successor in interest, in the event of any default or
breach by either party of any obligation of the terms of this MOU.
(i) Interpretation. Any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in interpreting this MOU.
Q)Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in
or granted by the provisions of this MOU shall be effective unless executed in writing and signed
by the party making the waiver. No waiver of any provision of this MOU shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver
constitute a continuing or subsequent waiver of the same provision. Failure of either party to
enforce any provision of this MOU shall not constitute a waiver of the right to compel enforcement
of the remaining provisions of this MOU.
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(k) Venue. All proceedings involving disputes over the terms, provisions, covenants or
conditions contained in this MOU and all proceedings involving any enforcement action related to
this MOU shall be initiated and conducted in the applicable court or forum in Riverside County,
California.
(1) Captions and Headings. The captions and headings contained in this MOU are provided
for identification purposes only and shall not be interpreted to limit or define the content of the
provisions described under the respective caption or heading.
(m) Governing Law. The validity of this MOU and any of its terms or provisions, as well as the
rights and duties of the parties under this MOU, shall be construed pursuant to and in accordance
with California law.
(n) No Third Party Beneficiaries. The parties do not intend the benefits of this MOU to inure to
any third party, nor shall any provision of this MOU be so construed.
(o) Entire Agreement. This MOU supersedes any and all other agreements, either oral or
written, between CVB and City with respect to the subject matter of this MOU. This MOU contains
all of the covenants and agreements between the parties with respect to the subject matter of this
MOU, and each party to this MOU acknowledges that no representations, inducements,
promisers or agreements have been made by or on behalf of any party except those covenants
and agreements embodied in this MOU. NO agreement, statement, or promise not contained in
this MOU shall be valid or binding.
(p) Time of the Essence. Time is of the essence in the performance of this MOU.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Memorandum of Understanding
Greater Palm Springs Convention&Visitors Bureau
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates stated below.
"CITY"
City of Palm Springs
Date: 4�? �l t 17 B . 1
David H. Ready �J
City Manager
APPROVED AS TO FORM: ATTEST
I /!
By: By:
Dougl C. Holland, /p1 Kath en D. Hart, MMC,
City Attorney 0D Interim City Clerk
APPROVED BY CITY COUNCIL:
APPROVED BY CITY COUNCIL
1.1- - 1111l►1 Isla?GS
Date: Agreement No.
Corporations require two notarized signatures. One signature must be from Chairman of Board,
President, or any Vice President. The second signature must be from the Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.
COMPANY NAME:
GREATER PALM SPRINGS CONVENTION&VISITORS BUREAU
Check one Individual Partnership
X Joint Powers Authority Corporation
Address:
70-100 Highway I I I
Rancho Mirage, CA 92270 760-770-9000
By: By: �
SC E, President/CEO JUDY JMSSLER, Senior VP, Administration
N:\PSVA\0001 General\Docs\6009—MOU City Palm Springs Intervistas)12.13.16).docx
EXHIBIT "A"
SERVICE PROVIDER AGREEMENT BY AND BETWEEN GREATER PALM
SPRINGS CONVENTION & VISITORS BUREAU AND INTERVISTAS CONSULTING
INC., DATED JANUARY•1, 2017
[SEE ATTACHED]
SERVICE PROVIDER AGREEMENT
BY AND BETWEEN
GREATER PALM SPRINGS CONVENTION
AND VISITORS BUREAU
AND
INTERVISTAS CONSULTING INC.
THIS SERVICE PROVIDER AGREEMENT (hereinafter, the "Agreement") is
made and entered into this 1st day of January, 2017 ("Effective Date"), by and
between the Greater Palm Springs Convention & Visitors Bureau, a joint powers
authority operating under the Joint Exercise of Powers Act (California
Government Code §§6500 et seq.), located in the County of Riverside, State of
California, hereinafter referred to as the "CVB;' and InterVISTAS Consulting Inc.,
hereinafter referred to as "Service Provider."
RECITALS
WHEREAS, CVB desires to enter into an agreement for services related to
air services development program support on an as-needed and as-directed
basis (hereinafter, the "Services"); and
WHEREAS, CVB desires to retain the services of a qualified service provider
to provide the Services on an independent contractor's basis.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS
AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
Section I RECITALS
The Recitals set forth above are true and correct and are hereby
incorporated into this Agreement by this reference, as though set forth in full
herein.
Section 2. SCOPE OF SERVICES, EXTRA WORK
a. Service Provider shall perform Services on an as-needed and as-
directed basis, as determined solely by CVB. The parties understand and agree
that the Services may include multiple projects ("Projects" and singularly
"Project") in order to assist the parties with tracking deadlines and
compensation. Service Provider shall not perform any Services, including any
portion of any Project, unless and until directed by CVB in writing and the parties
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have agreed in writing to the amount of compensation paid to Service Provider
for the Project(s), the completion date for the Project(s), and the scope of the
Project.
b. At any time during the term of this Agreement, CVB may request
that Service Provider perform Extra Work. As used herein, "Extra Work' means any
work which is determined by CVB to be necessary for the proper completion of
the Services, but which the parties did not reasonably anticipate would be
necessary at the execution of this Agreement or in addition to those Services
agreed upon by both parties in writing. Service Provider shall not perform, nor
be compensated for, Extra Work without written authorization from CVB.
Section 3. COMPLETION DATE AND TERM
Service Provider shall perform the Services during the term of this
Agreement, which shall commence as of the Effective Date and continue until
and through December 31, 2017. Service Provider understands and agrees that
although the term of the Agreement extends until December 31, 2017, CVB shall
only assign those Services on an as-needed and as-assigned basis, thus Service
Provider may not have Projects which require Service Provider to perform
Services through December 31, 2017, and Service Provider shall complete the
Project(s) by the completion dates agreed to in writing by the Parties.
Section 4. COMPENSATION
CVB agrees to pay Service Provider for and in consideration of the faithful
performance of the Services and duties set forth in this Agreement, and Service
Provider agrees to accept from CVB, as and for compensation for the faithful
performance of Services and duties an amount not to exceed S1xty-Five
Thousand Dollars and Zero Cents ($65,000.00), subject to the terms of this
Agreement. Service Provider shall be paid for Services rendered at the hourly
wage(s) set forth in the attached Exhibit "A," incorporated herein by this
reference. Service Provider covenants and agrees that Services shall not be
performed by Service Provider unless and until the parties have agreed in writing
to compensation for the specific Project(s), in accordance with Section 2 of this
Agreement and that Service Provider shall not be compensated for said
Services unless and until the parties have agreed in writing to compensation for
the specific Project(s). Service Provider shall be paid the amount specified in
the invoice within thirty (30) days of receipt by CVB, provided that the services
reflected in the invoice were performed to the reasonable satisfaction of CVB in
accordance with the terms of this Agreement.
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Section 5. METHOD Of PAYMENT
Service Provider shall invoice CVB for the performance of the services
under this Agreement in the amount agreed upon by the parties for the
individual Projects. Service Provider shall be paid the amount specified in the
invoice within thirty (30) calendar days of receipt by CVB, provided that the
services reflected in the invoice were performed to the reasonable satisfaction
of CVB in accordance with the terms of this Agreement.
b. Service Provider shall submit invoices under this Agreement to:
Judy Vossler for Scott White
Greater Palm Springs CVB
70-100 Highway 111
Rancho Mirage, CA 92270
Telephone: (760) 770-9000
Email: jvossler@palmspringsoosis.com
SgcHon 6. INDEPENDENT CONTRACTOR'S STATUS
Service Provider shall at all times during the term of this Agreement
perform the services described in this Agreement as an independent contractor,
and hereby waives any claims for any compensation or benefits afforded to
CVB employees and not to independent contractors.
Section 7. CIVIL CODE SECTION 1542 WAIVER
Service Provider expressly waives any and all rights and benefits conferred
upon it by the provisions of section 1542 of the California Civil Code which reads
as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor."
This waiver shall be effective as a bar to any and all actions, fees,
damages, losses, claims, liabilities and demands of whatsoever character,
nature and kind that are known or unknown, or suspected or unsuspected,
including, without limitation, claims of entitlements, benefits, overtime, or
workers' compensation that are only afforded to employees and not
independent contractors. Service Provider further represents and warrants that it
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understands this waiver and that if it does not understand this waiver, it shall seek
the advice of a qualified attorney before executing this Agreement.
CW
Initials
Section S. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR'S STATUS OF
SERVICE PROVIDER
a. Service Provider represents and acknowledges the following:
(1) CVB is not required to provide any training or legal counsel to
Service Provider or its employees in order for Service Provider to perform the
services described in this Agreement.
(2) Performance of the services described in this Agreement
does not have to be integrated into the daily business operations of CVB.
(3) The services described in this Agreement can be performed
without the use of CVB equipment, materials, tools or facilities, including
garbage bins, unless otherwise provided under a separate agreement.
(4) Nothing in this Agreement shall be interpreted to imply that
CVB must maintain any contractual relationship with Service Provider on a
continuing basis after termination of this Agreement.
(5) CVB will not be requested or demanded to assume any
liability for the direct payment of any salary, wage or other such compensation
to any person employed by Service Provider to perform the services described in
this Agreement.
(6) Service Provider shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are "employees" of
CVB.
b. CVB represents and acknowledges the following:
(1) Service Provider is not required to comply with daily
instructions from CVB staff with respect to when, where or how Service Provider
must perform the services set forth in this Agreement.
(2) Service Provider is solely responsible for determining who,
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under the supervision or direction of Service Provider, will perform the services set
forth in this Agreement.
(3) CVB will not hire, supervise or pay any assistants working for
Service Provider pursuant to this Agreement.
(4) Nothing in this Agreement shall be interpreted to imply that
Service Provider must maintain any contractual relationship with CVB on a
continuing basis after termination of this Agreement.
(5) Service Provider is not required to devote full time to the
business operations of CVB in order to perform the services set forth in this
Agreement.
(6) Nothing in this Agreement shall be interpreted to preclude
Service Provider from working for other persons or firms, provided that such work
does not create a conflict of interest.
(7) Service Provider is not required to perform the services set
forth in this Agreement at CVB-owned property.
(8) It is the sole responsibility of Service Provider to set the hours in
which Service Provider performs or plans to perform the services set forth in this
Agreement.
(9) Service Provider is not required to perform the services set
forth in the Agreement in any particular order or sequence.
Section 9. NOT AGENT Of CVB
Nothing contained in this Agreement shall be deemed, construed or
represented by CVB or Service Provider or by any third person to create the
relationship of principal and agent. Service Provider shall have no authority,
express or implied, to act on behalf of CVB in any capacity whatsoever as an
agent, nor shall Service Provider have any authority, express or implied, to bind
CVB to any obligation whatsoever.
Section 10. WARRANTY
Service Provider warrants that all services will be performed in a
competent, professional and satisfactory manner in accordance with the
standards prevalent in the industry for such services.
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Section 11. FAMILIARITY WITH WORK
a. By executing this Agreement, Service Provider warrants that (1) it
has thoroughly investigated and considered the work to be performed, (2) it has
investigated the issues, regarding the scope of services to be provided, (3) it has
carefully considered how the work should be performed, and (4) it fully
understands the facilities, difficulties and restrictions attending performance of
the work under this Agreement.
b. Should Service Provider discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by CVB, it
shall immediately inform CVB of such fact and shall not proceed except at
Service Provider's risk until written instructions are received from the an
authorized agent of CVB.
Section 12. EQUAL OPPORTUNITY EMPLOYMENT
Service Provider represents that it is an equal opportunity employer and
shall not discriminate against any subcontractor, employee, or applicant
("person") for employment because of race; denial of family and medical care
leave; religious creed (including religious dress and grooming practices); color;
national origin (including language use restrictions); ancestry; physical
disability or mental disability (including HIV and Aids); medical condition (cancer
and genetic characteristics); genetic information; military or veteran status;
marital status; gender, gender identify, and gender expression; sex (which
includes pregnancy, childbirth, breastfeeding and medical conditions related to
pregnancy, childbirth or breastfeeding); age or sexual orientation. Unless
otherwise permitted under the law, Service Provider shall not refuse to hire or
employ any such person or refuse to select any such person for a training
program leading to employment, or bar or discharge any such person from
employment or from a training program leading to employment, or otherwise
discriminate against any such person in compensation or in terms, conditions, or
privileges of employment.
Section 13. CONFLICTS OF INTEREST
Service Provider covenants that it does not have any interest, nor shall it
acquire an interest, directly or indirectly, which would conflict in any manner
with the performance of Service Provider's services under this Agreement. In the
event CVB officially determines that Service Provider must disclose its financial
interests by completing and filing a Fair Political Practices Commission Form 700,
Statement of Economic Interests, Service Provider shall file the subject Form 700
with CVB pursuant to the written instructions provided by CVB.
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Section 14. COMPLIANCE WITH LAWS; LICENSING AND PERMIT
REQUIREMENTS
a. Service Provider shall comply with all local, state and federal laws
and regulations applicable to the services required hereunder, including any
rule, regulation or bylaw governing the conduct or performance of Service
Provider and/or its employees, officers, or board members.
b. Service Provider represents that it has obtained and will maintain at
all times during the term of this Agreement all professional and/or business
licenses, certifications and/or permits necessary for performing the services
described in this Agreement.
Section 15. INSURANCE REQUIREMENTS
a. Service Provider shall procure and maintain at its own expense,
during the term of this Agreement, commercial general liability insurance of not
less than One Million Dollars ($1,000,000) combined single limit per occurrence,
and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal
injury, advertising injury, death, loss or damage resulting from the wrongful or
negligent acts by the Service Provider or its officers, employees, servants,
volunteers and agents and independent contractors. Service Provider shall
provide insurance on an occurrence, not claims-made basis. Service Provider
acknowledges and agrees that, for purposes of clarification with the intention of
avoiding gaps in coverage with any umbrella or excess insurance, personal and
advertising injury coverage shall be triggered by an 'offense" while bodily injury
and property damage coverage shall be triggered by an 'occurrence" during
the policy period.
b. Service Provider shall further procure and maintain at its own
expense, until completion of performance and acceptance by CVB,
commercial vehicle liability insurance covering personal injury and property
damage, of not less than One Million Dollars ($1,000,000) combined single limit
per occurrence and Two Million Dollars ($2,000,000) in the aggregate, covering
any vehicle utilized by Service Provider or its officers, employees, servants,
volunteers and agents and independent contractors in performing the services
required by this Agreement.
C. Service Provider agrees to require that all parties, including but not
limited to subcontractors, architects, engineers or others with whom Service
Provider enters into contracts or whom Service Provider hires or retains pursuant
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to or in any way related to the performance of this Agreement, provide the
insurance coverage required herein, at minimum, and name as additional
insureds the parties to this Agreement. Service Provider agrees to monitor and
review all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this Section.
d. In the event this Agreement is terminated for any reason prior to the
completion of all obligations and requirements of this Agreement, Service
Provider agrees to maintain all coverages required herein until CVB provides
written authorization to terminate the coverages following CVB's review and
determination that all liability posed under this Agreement as to the party
providing insurance has been eliminated.
e. Service Provider agrees and acknowledges that if it fails to obtain
all of the insurance required in this Agreement in accordance with the
requirements herein, or to obtain and ensure that the coverage required herein
is maintained by any subcontractors or others involved in any way with the
Services, Service Provider shall be responsible for any losses, claims, suits,
damages, defense obligations, or liability of any kind or nature attributable to
CVB or its officers, employees, servants, volunteers, agents and independent
contractors.
Section 16. WORKERS' COMPENSATION INSURANCE
a. Service Provider shall procure and maintain at its own expense,
during the term of this Agreement, workers' compensation insurance, providing
coverage as required by the California State Workers' Compensation Law.
b. If any class of employees employed by the Service Provider
pursuant to this Agreement is not protected by the California State Workers'
Compensation Law, Service Provider shall provide adequate insurance for the
protection of such employees to the satisfaction of CVB. This provision shall not
apply if Service Provider has no employees performing work under this
Agreement. If Service Provider has no employees for the purposes of this
Agreement, Service Provider shall sign and attach the Certificate of Exemption
from Worker's Compensation Insurance, attached hereto and incorporated
herein by this reference as Exhibit "B." Service Provider agrees to waive its
statutory immunity under any worker's compensation or similar statute, as
respecting CVB, and to require any and all subcontractors and any other person
or entity involved with the Services to do the same.
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Section 17. ADDITIONAL NAMED INSURED
Notwithstanding any inconsistent statement in any required insurance
policies or any subsequent endorsements attached thereto, the protection
offered by all policies, except for workers' Compensation, shall bear an
endorsement whereby it is provided that CVB and its officers, employees,
servants, volunteers and agents and independent contractors, including without
limitation, CVB's General Counsel, are named as additional insureds. Additional
insureds shall be entitled to the full benefit of all insurance policies in the some
manner and to the same extent as any other insureds and there shall be no
limitation to the benefits conferred upon them other than policy limits to
coverages.
Section 18. WAIVER OF SUBROGATION RIGHTS
Service Provider shall require the carriers of all required insurance policies
to waive all rights of subrogation against CVB and its officers, volunteers,
employees, contractors and subcontractors.
Section 19. INSURANCE DOCUMENTATION
a. Service Provider shall secure from a good and responsible company
or companies authorized to do insurance business in the State of California, and
possessing a Best's rating of no less than A:VII, the policies of insurance required
by this Agreement and furnish to CVB certificates of said insurance with original
endorsements on or before the commencement of the term of this Agreement.
Service Provider agrees to ensure that the most current certification of insurance
is on file with the City at all times during the term of this Agreement.
b. Each policy required herein must be endorsed to provide that the
policy shall not be cancelled or reduced in coverage by either party (except by
paid claims) unless the insurer has provided CVB with thirty (30) days prior written
notice of cancellation or reduction in coverage.
C. All insurance policies required to be provided by Service Provider or
any other party must be endorsed to provide that the policies shall apply on a
primary and noncontributing basis in relation to any insurance or self-insurance,
primary or excess, maintained or available to CVB, and its officers, employees,
servants, volunteers, agents and independent contractors.
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Section 2 . TERMINATION OR SUSPENSION
a. This Agreement may be terminated by either party immediately for
cause. CVB may terminate this Agreement without cause upon ten (10) days'
written notice of termination. Service Provider may terminate this Agreement
without cause upon thirty (30) days' written notice of termination. Upon
termination, Service Provider shall be entitled to compensation for services
performed up to the effective date of termination; provided, however, Service
Provider was duly authorized to perform the Services, pursuant to Section 2 of
this Agreement.
b. In the event of a termination of this Agreement under this section,
Service Provider shall provide all documents, reports, data or other work product
developed in performance of the Scope of Services of this Agreement to CVB,
within ten (10) calendar days of such termination and without additional charge
to CVB.
Section 21 TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 22. INDEMNIFICATION
a. Service Provider shall defend, indemnify and hold harmless CVB, its
officers, officials, agents, employees and volunteers from and against any and
all claims, demands, actions, losses, damage, injuries, and liability, direct or
indirect, (including any and all costs and expenses in connection therewith),
arising out of the performance of this Agreement, except for any such claim
arising out of the sole negligence or willful misconduct of CVB, its officers,
agents, employees or volunteers.
b. CVB does not, and shall not; waive any rights that it may have
against Service Provider under this section because of the acceptance by CVB.
or the deposit with CVB, of any insurance policy or certificate required pursuant
to this Agreement. The hold harmless, indemnification and duty to defend
provisions of this section shall apply regardless of whether or not said insurance
policies are determined to be applicable to the claim, demand, action,
damage, liability, loss, cost or expense described herein.
C. Notwithstanding the provisions of subsections a. and b. of this
section, Service Provider shall not be responsible for damages or be in default or
deemed to be in default by reason of delay caused by strikes, lockouts,
accidents, or acts of God, or the failure of CVB to furnish timely information or to
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approve or disapprove Service Provider's work promptly, or by reason of delay
or faulty performance by CVB, construction contractors, or governmental
agencies, or by reason of any other delays beyond Service Provider's control, or
for which Service Provider is without fault.
Section 23. BOOKS AND RECORDS
a. Service Provider shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services, or expenditures and
disbursements charged to CVB for a minimum period of three years, or for any
longer period required by law, from the date of final payment to Service
Provider pursuant to this Agreement.
b. Service Provider shall maintain all documents and records which
demonstrate performance under this Agreement for a minimum of three years,
or for any longer period required by law, from the date of termination or
completion of this Agreement.
C. Any records or documents required to be maintained pursuant to
this Agreement shall be made available for inspection or audit, at any time
during regular business hours, upon written request by CVB's President and CEO,
its General Counsel, its auditor or a designated representative of these officers.
Copies of such documents shall be provided to CVB for inspection at CVB's
main office, when it is practical to do so. Otherwise, unless an alternative is
mutually agreed upon, the records shall be available at Service Provider's
address indicated for receipt of notices in this Agreement.
d. Where CVB has reason to believe that such records or documents
may be lost or discarded due to dissolution, disbandment or termination of
Service Provider's business, CVB may, by written request of any of the above-
named officers, require that custody of the records be given to CVB and that
the records and documents be maintained at CVB's main office. Access to
such records and documents shall be granted to any party authorized by
Service Provider, Service Provider's representatives, or Service Provider's
successor-in-interest.
Section 24. OWNERSHIP OF DOCUMENTS
All plans, studies, documents and other writings prepared by and for
Service Provider, its officers, employees and agents and subcontractors in the
course of implementing this Agreement, except working notes and internal
documents, shall become the property of CVB upon payment to Service
I
Provider for such work, and CVB shall have the sole right to use such materials in
its discretion without further compensation to Service Provider or to any other
party. Service Provider shall, at their expense, provide such reports, plans,
studies, documents and other writings to CVB upon written request.
Section 25. CONFIDENTIALITY
a. All ideas, memoranda, specifications, plans, procedures, drawings,
photographs, descriptions, computer program data, input record data, written
information, and other documents and data either created by or provided to
Service Provider in connection with the performance of this Agreement shall be
held confidential by Service Provider. Such materials shall not, without prior
written consent of CVB, be used by Service Provider for any purposes other than
the performance of the services under this Agreement, nor shall such materials
be disclosed to any person or entity not connected with the performance of the
services under this Agreement. Nothing furnished to Service Provider which is
otherwise known to Service Provider or is generally known, or has become
known, to the related industry shall be deemed confidential.
b. Service Provider shall not use CVB's insignia or photographs relating
to the project for which Service Provider's services are rendered, or any publicity
pertaining to the Service Provider's services under this Agreement in any
magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of CVB.
Section 26. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written
instrument signed by both parties.
Section 27. BACKGROUND CHECKS
At any time during the term of this Agreement, CVB reserves the right to
make an independent investigation into the background of Service Provider's
personnel who perform work required in the Scope of Services, including but not
limited to their references, character, address history, post employment,
education, social security number validation, and criminal or police records, for
the purpose of confirming that such personnel are lawfully employed, qualified
to provide the subject service or pose a risk to the safety of persons or property
in and around the vicinity of where the Services will be rendered or at CVB. If
CVB makes a reasonable determination that any of Service Provider's
prospective or then current personnel is deemed objectionable, then CVB may
notify Service Provider of the same. Service Provider shall not use that personnel
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to perform work required in the Scope of Services, and if necessary, shall replace
him or her with another suitable worker.
Section 28. ENTIRE AGREEMENT
a. This Agreement supersedes any and all other agreements, either
oral or written, between CVB and Service Provider with respect to the subject
matter of this Agreement.
b. This Agreement contains all of the covenants and agreements
between the parties with respect to the subject matter of this Agreement, and
each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements have been made by or on behalf of any
party except those covenants and agreements embodied in this Agreement.
C. No agreement, statement, or promise not contained in this
Agreement shall be valid or binding.
Section 29. AMBIGUITIES
This Agreement is in all respects intended by each party hereto to be
deemed and construed to have been jointly prepared by the parties and the
parties hereby expressly agree that any uncertainty or ambiguity existing herein
shall not be interpreted against either of them. Except as expressly limited by this
paragraph, all of the applicable rules of interpretation of contract shall govern
the interpretation of any uncertainty or ambiguity of this Agreement.
Section 30. NOTICES
a. Any notice to be provided pursuant to this Agreement shall be in
writing, and all such notices shall be delivered by personal service or by deposit
in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the parties as follows:
To CVB: Greater Palm Springs Convention &
Visitors Bureau
Attention: Scoff White
70-100 Highway I I I
Rancho Mirage, CA 92270
Telephone: (760) 770-9000
Email: swhite@palmspringsoasis.com
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To Service Provider: InterVISTAS Consulting Inc.
Attention: Chris Warren
1150 Connecticut Avenue NW Suite 601
Washington DC 20036
Telephone: (949) 558-1098
Email: Chris.Warren@lnterVISTAS.com
b. Notices, payments and other documents shall be deemed
delivered upon receipt by personal service or as of the second (2nd) day after
deposit in the United States mail.
Section 31. NON-LIABILITY OF CVB OFFICERS AND EMPLOYEES
No officer or employee of CVB shall be personally liable to Service
Provider, or any successor in interest, in the event of any default or breach by
CVB or for any amount which may become due to Service Provider or to its
successor, or for any breach of any obligation of the terms of this Agreement.
Section 32. REVIEW BY ATTORNEYS
Each party hereto has had its attorneys review this Agreement and all
related documents. Each party hereto has consulted with its attorneys and has
negotiated the terms of this Agreement based on such consultation.
Section 33. WAIVER
a. No waiver shall be binding, unless executed in writing by the party
making the waiver.
b. No waiver of any provision of this Agreement shall be deemed, or
shall constitute, a waiver of any other provision, whether or not similar, nor shall
any such waiver constitute a continuing or subsequent waiver of the some
provision.
C. Failure of either party to enforce any provision of this Agreement
shall not constitute a waiver of the right to compel enforcement of the
remaining provisions of this Agreement.
Section 34. ASSIGNMENT AND SUBCONTRACTING
a. The experience, knowledge, capability and reputation of Service
Provider, its principals and employees were a substantial inducement for CVB to
enter into this Agreement. Assignments of any or all rights, duties or obligations
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of the Service Provider under this Agreement will be permitted only with the
written consent of CVB.
b. Service Provider shall not subcontract any portion of the work to be
performed under this Agreement without the written consent of CVB. If CVB
consents to such subcontract, Service Provider shall be fully responsible to CVB
for all acts or omissions of the subcontractor. Nothing in this Agreement shall
create any contractual relationship between CVB and subcontractor nor shall it
create any obligation on the part of CVB to pay or to see to the payment of any
monies due to any such subcontractor other than as required by law.
Section 35. CARE OF WORK
The performance of services by Service Provider shall not relieve Service
Provider from any obligation to correct any incomplete, inaccurate or defective
work at no further cost to CVB, when such inaccuracies are due to the
negligence of Service Provider.
Se fion 36 CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for
identification purposes only and shall not be interpreted to limit or define the
content of the provisions described under the respective caption or heading.
Section 37. SUCCESSORS, HEIRS AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be
binding upon the successors, endorsees, assigns, heirs, and personal
representatives of each of the parties to this Agreement and, likewise, shall inure
to the benefit of the successors, endorsees, assigns, heirs, and personal
representatives of each of the parties.
Section 38. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections
contained herein is declared invalid, void or unenforceable by a court of
competent jurisdiction, the some shall be deemed severable from the
remainder of this Agreement and shall not affect, impair or invalidate any of the
remaining sentences, clauses, paragraphs or sections contained herein.
Section 39. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as
15
the rights and duties of the parties under this Agreement, shall be construed
pursuant to and in accordance with California law.
Section 40. DEFAULT
a. Failure or delay by any party to this Agreement to perform any
material term or provision of this Agreement shall constitute a default under this
Agreement; provided however, that if the party who is otherwise claimed to be
in default by the other party commences to cure, correct or remedy the alleged
default within fifteen (15) calendar days after receipt of written notice specifying
such default and shall diligently complete such cure, correction or remedy, such
party shall not be deemed to be in default hereunder.
b. The party which may claim that a default has occurred shall give
written notice of default to the party in default, specifying the alleged default.
Delay in giving such notice shall not constitute a waiver of any default nor shall it
change the time of default; provided, however, the injured party shall have no
right to exercise any remedy for a default hereunder without delivering the
written default notice, as specified herein.
C. Any failure or delay by a party in asserting any of its rights or
remedies as to any default shall not operate as a waiver of any default or of any
rights or remedies associated with a default.
d. In the event that a default of any party to this Agreement may
remain uncured for more than fifteen (15) calendar days following written
notice, as provided above, a "breach" shall be deemed to have occurred. In
the event of a breach, the injured party shall be entitled to seek any
appropriate remedy or damages by initiating legal proceedings.
Section 41. CUMULATIVE REMEDIES
Except with respect to rights and remedies expressly declared to be
exclusive in this Agreement, the rights and remedies of the parties are
cumulative and the exercise by either party of one or more of such rights or
remedies shall not preclude the exercise by it, at the same or different times, of
any other rights or remedies for the some default of any other default by the
other party.
Section 42. VENUE
All proceedings involving disputes over the terms, provisions, covenants or
conditions contained in this Agreement and all proceedings involving any
16
enforcement action related to this Agreement shall be initiated and conducted
in the applicable court or forum in Riverside County, California.
Section 43. LITIGATION EXPENSES AND ATTORNEY'S FEES
In the event any action, suite or proceeding is brought for the
enforcement of, or the declaration of any right or obligation pursuant to this
Agreement or as a result of any alleged breach of any provision of this
Agreement, the prevailing party in such suit or proceeding shall be entitled to
recover its costs and expenses, including reasonable attorneys fees, from the
losing party, and any judgment or decree rendered in such a proceeding shall
include an award thereof.
Sectlon 44. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon CVB, until signed by the
authorized representative(s) of Service Provider, and approved as to form by
CVB's General Counsel, and executed by CVB's President and CEO or his or her
designee.
Sgction 45, NO THIRD PARTY BENEFICIARIES
The parties do not intend the benefits of this Agreement to inure to any
third party, nor shall any provision of this Agreement be so construed.
Section 46. LABOR LAWS
a. All work or services performed within the State of California pursuant
to this Agreement by Service Provider, Service Provider's employees and
independent contractors, or contractor's subcontractors and its subcontractors'
employees and independent contractors shall be performed by individuals
lawfully permitted to perform such work or services in the State of California
and/or the United States of America pursuant to all applicable State and/or
Federal labor laws, rules and regulations including, but not limited to, any State
or Federal law, rule or regulation prohibiting the employment of undocumented
workers or any other person not lawfully permitted to perform said work or
services in the State of California or the United States of America.
b. Documentation must be promptly submitted to CVB at any time, at
the request of CVB, for the purpose of determining whether or not the work or
services provided pursuant to this contract are being provided in compliance
with this section.
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Section 47. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
a. Each of the parties to this Agreement hereby represents that all
necessary and appropriate actions of their governing bodies have been taken
to make this Agreement a binding obligation of each of the parties hereto.
b. The persons executing this Agreement warrant that they are duly
authorized to execute this Agreement on behalf of and bind the parties each
purports to represent.
Section 48. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by
different signatories hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the some instrument, with the some effect as if all
signatories hereto had signed the some signature page. Any signature page of
this Agreement may be detached from any counterpart of this Agreement
Without impairing the legal effect of any signatures thereon and may be
attached to another counterpart of this Agreement identical in form hereto but
having attached to it one or more additional signature pages. All electronic
signatures shall be deemed to be one and the same as original signatures.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANKI
is
i
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
GREATER PALM SPRINGS CONVENTION INTERVISTAS CONSULTING, INC.
3 VISITO BUREAU //)7.,.��qA II
' W\I�iM• ��-
Scott W to Chris Warren
-PraMdeni and CEO
JOINT POWERS AUTHORITY
EXECUTIVE COMMITTEE
1111j6 t is vn�s
Sign Print
CVB BOARD RECTORS
i�►,�'L c.,J . 1
Sign Print j
ATTEST:
Ju Vossler
Senior Vice President Administratlon
APPROVED AS TO FORM:
for Steven B.QuIntanilla, General Counsel
N:\PSVA\OMi Genmd\D=\6=•InIeMSTAS ConsWkv rie I12.14.IdIA=
19
EXHIBIT "A"
HOURLY WAGES
The following sets forth the parties' understanding regarding the hourly
wages for InterVistas' personnel which may perform the Services, as described in
the Agreement.
Chris Warren / Project Manager $235
Other Senior Vice President / Vice President $225
Director/ Senior Director $205
Staff Consultant/Senior Analyst $175
Other analyst/ graphics support $160
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EXHIBIT"B"
CERTIFICATE OF EXEMPTION
FROM WORKERS' COMPENSATION INSURANCE
I certify that, in the performance of the work to be performed by INTERVISTAS
CONSULTING, INC. for the Palm Springs Desert Resort Communities Convention
and Visitors Authority, commonly known as the Greater Palm Springs Convention
& Visitors Bureau, I shall not employ any person in any manner so as to become
subject to the workers' compensation laws of California, and agree that if I
should become subject to the workers' compensation provisions of the
California Labor Code, I shall forthwith comply with those provisions.
Date: January 5 2017
Chris Warren
I
MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE
PALM SPRINGS DESERT RESORT COMMUNITIES CONVENTION AND
VISITORS AUTHORITY AND THE CITY OF PALM SPRINGS
This Memorandum of Understanding (hereinafter, the "MOU") is entered into as of this 7th
day of October, 2015, by and between the Palm Springs Desert Resort Communities Convention
and Visitors Authority, commonly known as the "Greater Palm Springs Convention & Visitors
Bureau," a California Joint Powers Authority operating under the Joint Exercise of Powers Act
(California Government Code §§6500 et seq.), located in the County of Riverside, State of
California ("CVB"), and the City of Palm Springs, a municipal corporation located in the County of
Riverside, State of California ("City"), with the CVB and the City sometimes together hereinafter
referred to as the "Parties," and singularly referred to as "Party."
RECITALS:
WHEREAS, the CVB and InterVISTAS Consulting, Inc. ("Consultant") entered into that
certain Service Provider Agreement By and Between the Palm Springs Desert Resort
Communities Convention and Visitors Authority and InterVISTAS Consulting, Inc., dated July 1,
2015 ("Agreement"), an executed copy of which is attached hereto and incorporated herein by
this reference as Exhibit 'A" for Consultant to provide certain consulting services related to air
support enhancement from Palm Springs International Airport, including development of market
research and studies of economic impacts, air service data analysis and route forecasts, and
utilization of domestic and international aviation trends; and
WHEREAS, the Agreement calls for the CVB to pay Consultant an amount not to exceed
One Hundred Thousand Dollars and No Cents ($100,000.00) for provision of such services; and
WHEREAS, because the Palm Springs International Airport is located within the
jurisdictional boundaries of the City, the services provided by Consultant to the CVB will result in
direct benefits to the City, in the form of increased tourism and corresponding increased taxes to
be gained by the City; and
WHEREAS, as a result, the City will reimburse the CVB for up to fifty percent (50%) of all
compensation paid the Consultant under the Agreement.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS AND
PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
TERMS
1
1. Recitals. The Recitals set forth above are true and correct and are hereby incorporated into
this MOU by this reference, as though set forth at length herein.
2. Binding Effect. The Parties acknowledge and hereby agree that this MOU, standing alone, is a
binding and enforceable contract which is intended to govern and define their respective rights
and responsibilities regarding the agreement between the Parties as memorialized herein.
3. Term. The term of the agreement shall be for a period of one year from October 7, 2015,
through September 30, 2016.
4. Work Product. The City will have the right to copies of all work products provided, as
described in the complete scope of services with InterVISTAS. This shall include, but not
limited to the data, air service studies, and recommendations. The City will also assist with
developing strategies for marketing air service routes from Palm Springs International Airport.
5. Reimbursement to CVB. The CVB has entered into an agreement with InterVISTAS for
consulting services related to air support enhancement from Palm Springs International
Airport for One Hundred Thousand Dollars ($100,000.00). The City shall reimburse the CVB
fifty percent (50%) of all compensation paid by the CVB to Consultant under the Agreement,
up to a total amount not to exceed Fifty Thousand Dollars ($50,000.00). The City shall
reimburse the CVB directly, in the amount of half of the Inter Vistas charged amount no later
than thirty (30) days following receipt of the invoice provided by the CVB, based on the
approved City purchase order.
6. Additional Provisions.
(a) Effective Date. This MOU shall take effect on the date first written above.
(b) Modifications and Amendments. Any provision of this MOU may be modified or amended only
by written agreement executed by the Parties.
(c) Attorney's Fees. Each party will be responsible for their own attorney fees.
(d) Severability. Every provision of this MOU is intended to be severable. If any provision of this
MOU or the application of any provision hereof to any party or circumstance is declared to be
illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction,
such invalidity shall not affect the other terms and provisions hereof or the application of the
provision in question to any other party or circumstance, all of which shall continue in full force
and effect.
(e) Counterparts. This MOU may be signed in two or more counterparts each of which, when
executed and delivered, shall be an original and all of which together shall constitute one
instrument, with the same force and effect as though all signatures appeared on a single
document.
2
(f)Authority. Each signatory to this MOU certifies that he or she is authorized to execute this MOU
and to legally bind the Party he or she represents, and that such Party shall be fully bound by the
terms hereof upon such signature without further act, approval, or authorization of such Party.
(g) Notice. Any notice to be provided pursuant to this MOU shall be in writing, and all such notices
shall be delivered by personal service or by deposit in the United States mail, certified or
registered, return receipt requested, with postage prepaid, and addressed to the parties as
follows:
To the City: City of Palm Springs
Attn: David Ready, City Manager
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Telephone: 760-323-8299
Email: david.ready@palmsprings-ca.gov
To the CVB: Scott White, President & CEO
Greater Palm Springs CVB
70-100 Highway 111
Rancho Mirage, CA 92270
Telephone: 760.770.9000
Email: swhite@palmspringsoasis.com
Notices and other documents shall be deemed delivered upon receipt by personal service or as of
the second (2nd) day after deposit in the United States mail.
(h) Non-Liability of Officers and Employees. No officer or employee of the City or CVB shall be
personally liable to either Party, or any successor in interest, in the event of any default or breach
by either party of any obligation of the terms of this MOU.
(i) Interpretation. Any rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply in interpreting this MOU.
0) Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this MOU shall be effective unless executed in writing and signed by
the party making the waiver. No waiver of any provision of this MOU shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver
constitute a continuing or subsequent waiver of the same provision. Failure of either party to
enforce any provision of this MOU shall not constitute a waiver of the right to compel enforcement
of the remaining provisions of this MOU.
3
(k) Venue. All proceedings involving disputes over the terms, provisions, covenants or conditions
contained in this MOU and all proceedings involving any enforcement action related to this MOU
shall be initiated and conducted in the applicable court or forum in Riverside County, California.
(1) Captions and Headings. The captions and headings contained in this MOU are provided for
identification purposes only and shall not be interpreted to limit or define the content of the
provisions described under the respective caption or heading.
(m) Governing Law. The validity of this MOU and any of its terms or provisions, as well as the
rights and duties of the parties under this MOU, shall be construed pursuant to and in accordance
with California law.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.
PALM SPRINGS DESERT RESORT
COMMUNITIES CONVENTION AND
VISITORS AUTHORITY aka Greater Palm
Springs Convention & Visitors Bureau
Scott white
President and CEO
JOINT POWERS AUTHORITY
EXECUTIVE COMMITTEE
Sign Print
CVB BOARD OF DIRECTORS
�tM Cc a +S
Sign Print
ATTEST:
Ju Vossler
S nior Vice President Administration
C
PROVED AS TO FORM:
4
Steven B. Quintanill , neral Counsel
5
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.
"CITY"
City o Palm Spring -
Date: l7 2� B : U>►
n /-David H. Ready, Esq. Ph.D. f
1.B'1 City Manager
111 APPROVED AS TO FORM: ATTEST ,rPROVED BY CITY COUNCIL
lo �•�h �U D.b1�,_
By: By5
DouglA C. Holland es Thompson
City Attorney City Clerk
APPROVED BY CITY COUNCIL:
Date: Agreement No.
Corporations require two notarized signatures. One signature must be from Chairman of Board,
President,or any Vice President.
The second signature must be from the Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,
or Chief Financial Officer.
COMPANY NAME: (CVB Signature Page Attached)
Check one_Individual Partnership_Corporation
Address
By By
Signature(Notarized) Signature(Notarized)
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