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HomeMy WebLinkAboutA6430 - MAIN STREET PALM SPRINGS - PROMOTION OF DOWNTOWN/UPTOWN ACTIVITIES/EVENTS NON-PROFIT FUNDING AGREEMENT Main Street Palm Springs This Agreement is entered into on4aAfX I dl by and between the City of Palm Springs, a California Charter City, herein called "City", and Main Street 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 Twelve Thousand Dollars ($12,000.00) in financial support. 1 3.3 Recipient is responsible for raising all funds necessary to produce the services in excess of the City's contribution of Twelve Thousand Dollars ($12,000.00), 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 501(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, 2018 and this Agreement shall terminate June 30, 2019. 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) days 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 or invitation 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 2 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 any time, 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, and 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 3 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.readV@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 (Le., place of origin, immigration status, cultural or linguistic characteristics, 4 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 a condition 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) 5 • THE CITY OF PALM SPRINGS David H. Ready, Esq., Ph. , J Date City Manager ATTEST: By: �ti' ony J. Me j ,City Clerl Date APPROVED AS TO FORM: . Edward Z. Kotkin, City tton ey Date MAIN STREET PALM SPRINGS APPROVED BY CRY MMlAGER By: Q�A Sign re a-K 1j Print Name and Title By: Sion,at Print Name and Title (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). S EXHIBIT"A" DESCRIPTION OF SERVICES The Recipient shall provide the following services during the term of the Agreement: TASK A: Main Street Administration ($5,000.00) • 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: 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 B shall not apply and payment shall be excluded. TASK C: Holiday Banner Program (not to exceed $2,000.00) • 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. 7 EXHIBIT"B" USE OF FUNDS AND SCHEDULE OF PAYMENTS Use of Funds: TASK A: Main Street Administration ($5,000.00) • 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: 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. TASK C: Holiday Banner Program (not to exceed $2,000.00) • The funds are to be used to purchase supplies and materials to produce the annual Holiday Banners. Schedule of Payments: TASK A: Main Street Administration ($5,000.00) • $5,000 Payable upon execution of Agreement. TASK B: Main Street Map ($5,000.00) • Payable upon final revision of map or prior to distribution. TASK C: Holiday Banner Program (not to exceed $2,000.00) • Payable upon submittal of invoices and copies of receipts for the actual cost of supplies and materials. 8 NON-PROFIT FUNDING AGREEMENT Main Street Palm Springs This Agreement is entered into on by and between the City of Palm Springs, a California Charter City, herein called "City", and Maid Street 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 Seventeen Thousand Dollars ($17,000.00) in financial support. II [? �1 OR,GiiriiL ED 1 AND/OR AGREE---E � 3.3 Recipient is responsible for raising all funds necessary to produce the services in excess of the City's contribution of Seventeen Thousand Dollars ($17,000.00), 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 501(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 November 1, 2016 and this Agreement shall terminate June 30, 2018. 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) days 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 or invitation 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 2 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 Agreement Termination. 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. 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, and 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 3 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.readyL@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. 6.10 Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, ordinances and regulations. 6.11 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. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. (SIGNATURES ON FOLLOWING PAGE) 4 THE CITY OF PALM SPRINGS u 1 David H. Ready, Esq., Ph.D. Date City Manager ATTEST: Kathie Hart, Interim City Clerk Date APPROVED AS T FORM: By: Edward Z. Kotkin, City Attorney Date AP COVED BY CITY MANAGER MAIN STREET PALM SPRINGS 0 By: -- 4Sigt PriRtjame and Title eiganature Fri 0- H eJ t�l y "ce- ML o� . _IL Print Name and Title (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). 5 EXHIBIT"A" DESCRIPTION OF SERVICES The Recipient shall provide the following services during the term of the Agreement: TASK A: Main Street Administration ($10,000.00) (November 1, 2016 to June 30, 2018= 20 months) • 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: 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 B shall not apply and payment shall be excluded. TASK C: Holiday Banner Program (not to exceed $2,000.00) • 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. 6 EXHIBIT"B" USE OF FUNDS AND SCHEDULE OF PAYMENTS Use of Funds: TASK A: Main Street Administration ($10,000.00) • 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: 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. TASK C: Holiday Banner Program (not to exceed$2,000.00) • The funds are to be used to purchase supplies and materials to produce the annual Holiday Banners. Schedule of Payments: TASK A: Main Street Administration ($10,000.00) • $5,000 Payable upon execution of Agreement. • $5,000 Payable after January 1, 2018. TASK B: Main Street Map ($5,000.00) • Payable upon final revision of map or prior to distribution. TASK C: Holiday Banner Program (not to exceed $2,000.00) • Payable upon submittal of invoices and copies of receipts for the actual cost of supplies and materials. 7 NON-PROFIT FUNDING AGREEMENT Main Street Palm Springs This Agreement is entered into on November 1, 2015, by and between the City of Palm Springs, a California Charter City, herein called "City', and Main Street 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 Twelve Thousand Dollars ($12,000.00) in financial support. 1 ORIGINAL BID N,VOR AGREEMENT 3.3 Recipient is responsible for raising all funds necessary to produce the services in excess of the City's contribution of Twelve Thousand Dollars ($12,000.00), 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 501(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 twelve months. The effective date of this Agreement shall be November 1, 2015 and this Agreement shall terminate October 31, 2016. 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) days 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 or invitation 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 2 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 Agreement Termination. 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. 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, and 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. 3 } 6.7 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. 6.8 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.readv@palmspringsca.gov 6.9 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. 6.10 Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, ordinances and regulations. 6.11 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. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. (SIGNATURES ON FOLLOWING PAGE) 4 THE CITY OF PALM SPRINGS David H. Ready, Esq., Ph.D Dave' City Manager ATTEST: By, p z/OS�20 rL mes Thompson, City Clerk Date APPROVED A T FOR'M:I By: Dougla C. Holland, City Attorney Date ,k-PROVED BY CITY COUNCIL MAIN STREET PALM SPRINGS filly 73`d�i`b b•��,•Ih A bt�i� \ By: Signat re (Gbh r�. l C144 Print N a and Title By. g nature Print Name and Title (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). 5 EXHIBIT"A" DESCRITPTION OF SERVICES The Recipient shall provide the following services during the term of the Agreement: TASK A: Main Street Administration ($5,000.00) • 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: 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. TASK C: Holiday Banner Program (not to exceed $2,000.00) • 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. 6 EXHIBIT"B" USE OF FUNDS AND SCHEDULE OF PAYMENTS Use of Funds: TASK A: Main Street Administration ($5,000.00) • 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 to the California Downtown Association. TASK B: 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. TASK C: Holiday Banner Program (not to exceed $2,000.00) • The funds are to be used to purchase supplies and materials to produce the annual Holiday Banners. Schedule of Payments: TASK A: Main Street Administration ($5,000.00) • Payable upon execution of Agreement. TASK B: Main Street Map ($5,000.00) • Payable upon final revision of map or prior to distribution. TASK C: Holiday Banner Program (not to exceed $2,000.00) • Payable upon submittal of invoices and copies of receipts for the actual cost of supplies and materials. 7 NON-PROFIT FUNDING AGREEMENT Main Street Palm Springs 2.o1'-t This Agreement is entered into on Novi 2C)I y by and between the City of the City of Palm Springs, a California Charter City, herein called "City", and Main Street Palm Springs, a California nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law, hereinafter called "Recipient". WHEREAS, Recipient is a California Nonprofit 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. L*l(iINAL 61b 6r FOR AGREEMElY`r' 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 Five Thousand Dollars ($5,000) in financial support. The City shall disburse funds upon execution of this Agreement unless otherwise determined by the City. 3.3 Recipient is responsible for raising all funds necessary to produce the services in excess of the City's contribution of Five Thousand Dollars ($5,000), 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 501(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 wet forth herein. 3.5 Recipient shall provide for open public access to general membership meetings, events, or exhibits to ensure accessibility to all individual 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 5.1 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 Palm Springs. 6. TERM OF AGREEMENT 6.1 Basic Term. The term of this agreement is twelve months. The effective date of this Agreement shall be l L and this Agreement shall terminate ;PtgZo(S 76(T 6.2 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) days 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 or invitation 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. 6.3 Agreement Termination. 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. 7. GENERAL 7.1 Indemnity. To the fullest extent permitted by law, Recipient shall defend at Recipient's sole cost and expense, indemnify, protect, and hold harmless 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, and 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 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. 7.2 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 7.3 Time of Essence. Time is of the essence for each and every provision of this Agreement. 7.4 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 7.5 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. 7.6 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. 7.7 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. 7.8 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 Phone: 760.322-8350 Fax: 760.323-8207 david.readV(o)palmsprings-ca.qov 7.9 City Representation. Recipient shall work closely with the City Manager or his designee. Recipient shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Services. 7.10 Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.11 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. ,J IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. THE CITY OF PALM SPRINGS David H. Ready, D. Date City Manager ATTEST: B James Thompson, City Clerk Date APPROVE / O FORM: r By - , � 1 �-- a o gas C. Holland, City Attorney Date APFP,M!EG t''(� I"l DN iMk 1! hk� GO i labt��A M N STREET PALM SPRINGS (NOTARIZED) By: Sintue �Pr a e n Title s(cn'� (NOTARIZED) By: ignatu e Print Name and Title Mailing Address: 268 North Palm Canyon Drive Palm Springs, CA 92262 (Corporations require two signatures; one from each of the following: A. Chairman of Board, President, any Vice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.) EXHIBIT "A" DESCRIPTION OF SERVICES The services Recipient shall provide include but are not limited to the following and shall accept all financial responsibility for such services: 4.1 Recruitment, coordination and supervision of administrative or clerical personnel necessary to produce the Services, 4.2 Holding monthly General Membership Meetings (at least 10 per year) at which issues related to the marketing, maintenance, development, and redevelopment of Downtown and Uptown are discussed. 4.3 To the extent possible, Recipient shall acknowledge the City in its publicity, press releases and promotional materials related to the services provided. 4.4 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. l3 EXHIBIT "B" USE OF FUNDS The funds are to be used for administrative expenses including: • Staff support • Accounting and audit services • Liability and directors insurance • Legal services • Office supplies and equipment • Collateral materials • Travel reimbursements • Email subscription • Postage • Website setup and hosting • California Downtown Association membership The funds are not intended to be used for compensation for directors as described above, with the exception of reimbursement for Board-approved travel and other expenditures. :l NON-PROFIT FUNDING AGREEMENT Main Street Palm Springs This Agreement is entered into on haven 4. a , z , 2013, by and between the City of the City of Palm Springs, a California Charter City, herein called "City", and Main Street Palm Springs, a California nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law, hereinafter called "Recipient WHEREAS, Recipient is a California Nonprofit 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 Five Thousand Dollars ($5,000) in financial support. The City shall disburse funds upon execution of this Agreement unless otherwise determined by the City. 3.3 Recipient is responsible for raising all funds necessary to produce the services in excess of the City's contribution of Five Thousand Dollars ($5,000), 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 501(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 wet forth herein. 3.5 Recipient shall provide for open public access to general membership meetings, events, or exhibits to ensure accessibility to all individual 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 5.1 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 Palm Springs. 6. TERM OF AGREEMENT 6.1 Basic Term. The term of this agreement is twelve months. The effective date of this A�4reement shall be 2013 and this Agreement shall terminate Wy. �J , 2014. 6.2 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) days 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 or invitation 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. 6.3 Agreement Termination. 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. 7. GENERAL 7.1 Indemnity. To the fullest extent permitted by law, Recipient shall defend at Recipient's sole cost and expense, indemnify, protect, and hold harmless 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, and 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 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. 7.2 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 7.3 Time of Essence. Time is of the essence for each and every provision of this Agreement. 7.4 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 7.5 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. 7.6 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. 7.7 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. 7.8 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 Phone: 760.322-8350 Fax: 760.323-8207 ov(cvoaimsminas-ca.aov 7.9 City Representation. Recipient shall work closely with the City Manager or his designee. Recipient shall provide regular updates to the Liaison Representative of City to keep the City currently advised on the status of the Services. 7.10 Compliance with Law. Recipient shall comply with all applicable federal, state, and local laws, ordinances and regulations. 7.11 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. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. THE CITY OF PALM SPRINGS David H. Ready, E D. Da City Manager ATTEST: By_ James Thompson, City Clerk Date APPROV TO FOR By: Hi ou . o land, City Attorney Date APPROVED BY CITY MANAGER MAIN STREET PALM SPRINGS nkP ��t1Ct°� (NOTARIZED) By: Sign to n e and Tit e (NOTARIZED) By: \' Sign ure �, C � �T Print Name and Title Mailing Address: 268 North Palm Canyon Drive Palm Springs, CA 92262 (Corporations require two signatures; one from each of the following: A. Chairman of Board, President, any Vice President, AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.) EXHIBIT "A" DESCRIPTION OF SERVICES The services Recipient shall provide include but are not limited to the following and shall accept all financial responsibility for such services: 4.1 Recruitment, coordination and supervision of administrative or clerical personnel necessary to produce the Services; 4.2 Holding monthly General Membership Meetings (at least 10 per year) at which issues related to the marketing, maintenance, development, and redevelopment of Downtown and Uptown are discussed. 4.3 To the extent possible, Recipient shall acknowledge the City in its publicity, press releases and promotional materials related to the services provided. 4.4 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. EXHIBIT "B" USE OF FUNDS The funds are to be used for administrative expenses including: • Staff support • Accounting and audit services • Liability and directors insurance • Legal services • Office supplies and equipment • Collateral materials • Travel reimbursements • Email subscription • Postage • Website setup and hosting • California Downtown Association membership The funds are not intended to be used for compensation for directors as described above, with the exception of reimbursement for Board-approved travel and other expenditures.