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HomeMy WebLinkAboutA6228 - PALM SPRINGS CHAMBER OF COMMERCE CONSULTING SERVICES AGREEMENT (Palm Springs Chamber of Commerce) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is made and entered into on June 15, 2016, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Palm Springs Chamber of Commerce, a California 401 C(6) non-profit corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City requires the services of an entity to implement a business outreach program for the City of Palm Springs'Business Retention Council Subcommittee. ("Project"). B. Consultant has submitted to City a proposal to provide services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified and desires to provide the necessary services to City for the Project. retain the services of Consultant for the D. City desires to re Project. In consideration of these promises and mutual agreements, City agrees as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" a,id incorporated by reference (the "services" or "work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner consistent with prevailing industry standards. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant services rendered under this Agreement shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. Revised.515/16 720599.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed Fourteen Thousand Four Hundred ($14,400). 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall submit to City an invoice for services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 9 Revised 515/16 '3U599.1 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered under this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, if Consultant notifies the Contract Officer within ten (10) days of the commencement of such condition. Unforeseeable causes include, but are not limited to, acts of God or of a public enemy, acts of the government, tires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve months, (weeks/months), commencing on June 15, 2016, and ending on June 14, 2017, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer after such notice. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified services and work: Nona Watson, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 3 Revised 515116 7'0599.1 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform any services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required, except as otherwise specified. Consultant shall perform all required services as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services in this Agreement. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nona Watson Chief Executive Officer 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its 4 Revised:5/5I16 720599.1 elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), 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 persons (Consultant's employees included), 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 Consultant, its officers, employees, representatives, and agents, that arise out of or relate to Consultant's performance under this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability under this Agreement. Consultant's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7.2 Design Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Consultant is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Consultant shall indemnify, defend (at Consultant's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims,judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Consultant's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Consultant, its agents, employees, or subcontractors, or arise from Consultant's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Consultant's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. The Consultant shall require all non-design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub- section 7.1 in favor of the Indemnified Parties. In addition, Consultant shall require all non- design-professional sub-contractors, used or sub-contracted by Consultant to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the 5 Revised:515/16 7'0999 1 Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer reports concerning the performance of the services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Consultant shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City. Consultant shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Consultant may retain copies of such documents for Consultant's own use. Consultant shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement. Consultant shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of Revised:515116 TU59`),I California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. 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 same default or any other default by the other party. 9.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 7 Revised 6/5116 7'U599.1 10.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, gender identity, gender expression, national origin, physical or mental disability, medical condition, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either parry may change its address by notifying the other party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Palm Springs Chamber of Commerce Attention: Executive Director 190 West Amado Road Palm Springs, CA 92262 11.2 integrated Agreement. This Agreement contains all of the agreements of the parties and supersedes all other written agreements. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 8 Revised'.6761I6 1'U.'99.I 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals, The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. q Revised 5/5/16 720599 I IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By � '7 ` David H. Ready, Es . City Manager APPROVED BY CITY MANAGER 00 Abaag APPROVED AS TO FORM: ATTEST 01 By: By: o, - Douglas C. Holland ames Thompson City Attorney City Clerk "CONSULTANT" Palm Springs Chamber of Commerce Date: By: �1-, ,/�Zyl � p Carolyn C dwell resident Date: t e B a Wats n, Executive Director 10 Revised:5/5/1 6 7?Ot94.1 CALIFORNIA AL4PURPOSE AMOWLEDGMENT CIVIL CODE§1180 A artery pubic or sale silks,oampisi tho mdusfie wenfao mM ooe identity of the cdvidal wha muted Jre document to which t acanifix to a altichad end not dee ruMilrleea,ac xracy a'vaidty of the doamrent State of Califomia } County of On before me. Date Hare Insert(dame and Vffe of fire OlLcar personaey appeared NarrWS)of Sigriei who proved to me on the bosia of satisfactory evidence to be the peroan(o) whose name(o) alam aubadmisod to the with instrument and acknowledged to me that hafsheelhay executed the came in tualharldlelf sutl=zod cepacdy(m).and that by hmlhwAhw iegnature(e)on the Instrument the pamori(a). or the entity upon hei of which the perann(a)acted.executed the instrument. I caddy under PENALTY OF PERJURY under the laws of the Stab of California that the forego ng paragraph is true and comect. WRF,F-W my hand and official seal. agnatua Sigrahrra of Notwy Public Pkice Notes y Seal Above OPTIONAL Though this section is optiormV,ramplating ti>m intarmstion can deter alteration of the document m ftsuaWant reach h ment of ttv,form to an unintended document Deacnixtion of Attached Doomment True or Type of Document Document Dab: Number of Pager SVner(a}Other Than Named Above: Capa ily[ies)Claimed by Signef(a) Signers Name: Signer's Name: ❑Corporate Officer—Tdb(s)_ ❑Corporate Officer—Tdls(a). ❑Partner— O Limited ❑Genera! ❑Partner— O Umited ❑General ❑Individual ❑Attorney in Fact ❑Individual ❑Attorney in Fact ❑Trustee ❑Garden ar Conservator ❑Trustee ❑Guardian or Conservator ❑Other ❑Other: Signer Is Repraaenhng: Signer Is Repreae biv: mid NMwnel Notary Asaecutxn www.Nslxnsaabtary.ag t.800.1/5.PaDTARf(1-BDg.8r688'?Tj ram RSWI )) Revised'.515116 720599,1 EXHIBIT "A" SCOPE OF SERVICES/WORK BUSINESS RETENTION PROGRAM Business Outreach and Survey The Consultant shall assist the City with the implementation of a Citywide Business Retention Survey. The consultant shall be the "eyes and ears" throughout the City to inform the business community about the survey, meet one-on-one with business owners to complete the survey,post the survey on the Consultant's website, and inform staff about surveys dissiminated or completed. In additon, the Consultant shall contact a minimum of 12 businesses per month to inform them about the City's survey, and to identify concerns or issues, as well as be the continued liaision with those buisneessss after the City has addressed any identified problem. A Business Outreach Contact Report identifying specific businesses surveyed shall be sent with the monthly invoice. The Consultant shall also use their website and their monthly outreach efforts to advise the business community of any new business incentive programs introduced by the City during the term of this contract. SCHEDULE OF FEES AND PERFORMANCE Consultant shall be paid $1,200 per month during the 12-month period. In the event that one year renewal options are exercised for the agreement, payment shall be made no more than 12 times in the calendar year. Consultant shall be paid $1,200 within 30 days of receipt of monthly invoices. The Business Outreach Contact Report shall accompany the monthly invoices. In accordance with Section 3.2, the first invoice for services shall be submitted to the City no later than the first working day of the second month of the contract term. 1 1 Revised:515/16 720599.1 13 Revised:5/5/1 6 720599 1 EXHIBIT 4(B'9 INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 14 Revised:515/16 �0599J INSURANCE 1. Procurement and Maintenance of Insurance. Consultant shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: [THIS SECTION IS WAIVED— see Exhibit"C", Special Requirements.] required x is not required; 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Consultant's insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess 15 Revised. 5/5/1 6 7?050Q.1 of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. [THIS SECTION DOES NOT APPLY— see Exhibit"C", Special Requirements.] 5. Sufficiency of insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or ' or any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder 16 Revised:515/16 720599.1 named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 17 Revised'.5/5/1 6 730599J EXHIBIT " 5) Special Requirements Section 2—Item#3 of Exhibit B, Insurance, is not required. As a result Section 4 (Errors and Omissions Coverage) of Exhibit B, Insurance, does not apply. 18 Revised:515/16 720599A CONSULTING SERVICES AGREEMENT (Palm Springs Chamber of Commerce— Business Outreach Program and Consolidated Economic Development Website) THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and entered into this 1" day of December, 2014, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Palm Springs Chamber of Commerce, a California 501 (c)(6) non-profit corporation ("Consultant"). RECITALS A. City desires the services of an entity to implement the "business outreach" program for the City of Palm Springs' Business Retention Council Subcommittee. B. City also desires to increase the number of portals through which businesses can receive information and advice about locating or expanding in the City. C. City has recently extended the Fagade Improvement Program and expanded the program to assist businesses Citywide. D. Consultant has submitted to City a proposal to provide services to City pursuant to the terms of this Agreement. E. Based on its experience, training, and reputation, Consultant is qualified to provide the necessary services to City and desires to provide such services. F. City desires to retain the services of Consultant for the services described in this Agreement. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terns and conditions of this Agreement, Consultant shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms 16IN1aL BID Revised:8122/13 set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A," which total amount shall not exceed Twenty Thousand Dollars ($20,000.00.) 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Payments shall be based a schedule of charges as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; 2 Revised:8/22/13 B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months, commencing on December 1, 2014, and ending on November 30, 2015, unless extended by mutual written agreement of the parties. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Nona Watson Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise 3 Revised:8/22/13 specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. [This Section is amended in Exhibit "C, " Special Requirements]. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nona Watson Chief Executive Officer 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit "B," which is attached hereto and is incorporated herein by reference. 7. INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), 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 persons (Consultant's employees included), 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 Consultant, its officers, employees, representatives, and agents, which Claims arise out of or are related to Consultant's perfonnance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the 4 Revised:8122113 City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. [This Section is amended in Exhibit "C," Special Requirements]. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City s consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must 5 Revised:W22113 . . . . ._. .. _._ be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Riuhts and Remedies are Cumulative. 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 same default or any other default by the other party. 9.4 Leaal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES, NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 6 Revised:8/22/13 To City: City of Palm Springs Attention: City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Palm Springs Chamber of Commerce Attention: Executive Director 190 West Amado Road Palm Springs, CA 92262 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] 7 Revised:8/22/13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. t APPROVED BY CITY MANAGER CIO "CITY" b. o0D 6aba2� City of Palm Springs �1SQ Date: By: — �✓ David H. Ready, Esq., h. City Manager APPROVED AS TO FORM: ATTEST 1--� By: By: _ Dou Holland, Esq. ,James Thompson, City Attorney City Clerk "CONSULTANT" (Palm Spri s Ch b of Commerce) Date: 1 By James an eId, President Date: Nona Watson, Chief Executive Officer g Revised:8/22113 CALUFORIBA ALL-PURPOSE ACILNOWLEDCMM CIYn-CODE§1189 A notary public or otter dfica omVimV do nwffi ate veNisa artly the idway of"ro*.w d wto mWad the tlaapteM tc wheft the caakeats is attached and rat the#Ld&&mk accuracy,a vakky of&&doomrent. State of Cai[antia } County of } On before ma, Date Here Insert Name and Tdfs of Cne Of(arer N-Wa)of aplew who prwad to rns on the baste of zabufactory evidence to be the peraon(a) whose narnum(s) mly sub scrbad to the within"enatri nrard and sdur vledgsd to me that bWahaAhey executed the sane n hmalwwAhscr authorized cepm Ay(mao mid that by hwlhwAtw . a)on the nwnrmerd the person(a). or the amity upon behalf of which the perannW acted,executed the irmfianant I certify ender PENALTY OF PERJURY wider the taws of the Stan of California Dud the foregoing paragraph is true and correct. WITNESS my trend and offcbat sea(. Signstwe SVrmtk"of Notary Pubrw P,bce Mcdxy Seal Aboos OPT7(YNAL Thmigh Cris section m cphmmW.conWbfntg ffm uCom+abo n can deter afterution of Cie dbarment m Iveuddent resttadvnmd of His form to an unoderided docunant Deacmphon of Attached Dommmard Title m Type of Docurnent Occurrent Date: Nionber of Pages Signar(s) (Mutt Than Maned Above: Capacity(ion)Clsimed by Sign-is) signer'n Mane: Signer a Norne- ❑Catporako Otfiom—TAIe(a}: ❑Corporate O1Eoer—TAIe(s): ❑Psrbrw— O Limited ❑Glenend ❑Partner— O united Cl General ❑irritriWst ❑Attorney m Fact ❑trdF»dird O Attorney in Fact ❑Tnotes ❑6uardan or Conservator ❑Tnrstee ❑Oiaarttan or Conservator ❑GMtrer: ❑GMhw: Signer is Repreeenting: Signer to Repreaantnp: 14 Nam Notary Assoombon-www.. org-1-WD-L 3 NDTARY fl4KID-875-W7) ham fi5Bg7 9 Revised:8/221l3 EXHIBIT "A" Scope of Services and Schedule of Compensation Task A: Consolidated Economic Development Website Under the direction of the Community & Economic Development Department, the Consultant shall continue to maintain and update the consolidated business and economic development internet "portal" website to complement the City's own website. Task B: "City Guide Publication"— formerly, "Chamber Directory" The Consultant shall provide the City the opportunity to provide editorial copy and shall provide one (1) full page of advertising space in its new Business Directory publication, entitled the "City Guide." The new format will include digital applications, as well as traditional printed copies for distribution to at least 15,000 hotel rooms and business locations and shall be mailed to each household in Palm Springs. The publication will feature stories focused on Palm Springs special events, development projects, and demographics. Task C: Business Outreach Program Facade Program Outreach The Consultant shall assist the City with the implementation of the Facade Improvement Program, reestablished on November 5, 2014, by the City Council. The consultant shall be the "eyes and ears" throughtout the City to inform the business community about the Facade Improvement Program, assist the business with the application process, inform staff about applicantions dissiminated. In additon, the Consultatn shall contact a minimum of 12 businesses per month to inform them about the City's programs, and to identify concerns or issues, as well as be the continued haision with those buisneessss after the City has addressed the problem. Trolley Outreach The Consultant shall assist the City in the marketing effort of the Trolley loyalty program, where riders can get a "perk card" on the trolley and be entitled to discounts from participating merchants. The Consultant will reach out to businesses to get their interest and registration in the loyalty program, particularly retailers, bars, restaurants and hotels. The Consultant shall help the city identify interested businesses, classify the proposed perk, ascertain the duration of the perk, and determine any special factoids and logo of the participating business. Schedule of Compensation Services shall be performed on a monthly basis beginning on the first day of the month following the signing of this agreement and continue for a 12-month period. Task A: Consultant shall undertake Task A without compensation 10 Revised:8122113 Task B: Consultant shall be paid $5,600 for the City's editorial and advertising copy in both the digital application and print publication. Task C: Consultant shall be paid $1,200 per month during the 12-month period. Payment Schedule $5,600 shall be paid to Consultant within 30-days upon signing of this agreement $1,200 shall be paid to Consultant on the first day of the month beginning the second month during the term of this agreement and continue for 12-months. Revised:8122113 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:8122/13 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extension thereof, and shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. A. Minimum Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate 17I1L5 SfCHON IS ff711 [1,,D -- .See ,Exhibit C, ",Special Requirements]; and, 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. B. Errors and Omissions Coverage. If Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Consultant's services under this Agreement, or (2) to maintain professional 13 Revised:8/22113 liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. [TH1S SEC710N 70 BE 1%'CLUDED ONLY /P ERRORS d OMISSIONS I St'RFiNCT IS RL'01 7RILY)] C. Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. D. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. " or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. 14 Revised:8122113 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. F. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 15 Revised:8122/13 EXHIBIT "C" Special Requirements Section 5.3, "Prohibition Against Subcontracting or Assignment" is hereby amended to read: 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Notwithstanding the other portions of this section, Consultant may contract with a qualified web design or web hosting,rrm to help Consultant meet the requirements of Task B in Exhibit "A, " Scope of Work. Section 8.3, "Ownership of Documents" is hereby amended to read: 8.3 Ownership of Documents. City acknowledges that the "backbone" of the website described in Task B of Exhibit "A" is the Consultant's current website, and that the ownership of such website shall remain with Consultant, even after the termination of this Agreement. However, all drawings, specifications, reports, records, documents, and other materials provided to Consultant by the City in the performance of this Agreement, including but not limited to links to the Municipal Code and Zoning Code on the City website, reports prepared, purchased or commissioned by the City, or other material considered work product of the City, shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Section A.3. of Exhibit B. Insurance, is waived. As a result, Section B. of Exhibit B, Insurance, does not apply. 16 Revised:8122/13 CONSULTING SERVICES AGREEMENT (Palm Springs Chamber of Commerce—Business Outreach Program and Consolidated Economic Development Website) THIS AGIEEMEN� k�ONSULTING SERVICES (the "Agreement") is made and entered into this day of ## 2013, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Palm Springs Chamber of Commerce, a California 501 (c)(6) non-profit corporation ("Consultant"). RECITALS A. City requires the services of an entity to implement the "business outreach" program for the City of Palm Springs' Business Retention Council Subcommittee ("Project"). B. City has also created the Special Economic Development Focus Incentive Program Areas that establishes a variety of goals for economic development of each of the constituent Project Areas. C. Consultant has submitted to City a proposal to provide Consultant services to City pursuant to the terms of this Agreement. D. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services. E. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scone of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule of performance and the schedule of fees. t I OMGlitr: "-Sqq�env+a ANI()k --lGREEMEN7 Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIMF. FOR COMPLETION. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A," which total amount shall not exceed Twenty Thousand Dollars ($20.000.00.) 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Payments shall be based a schedule of charges as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, 2 ReviS d 8/22/13 setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; 13. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Annronriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDUL.F 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. Al services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months, commencing on CV,-C L , 2013, and ending on , 2014, unless extended by mutual written agreement of the parties. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Nona Watson Chief Executive Officer. It is expressly understood that the 3 Revised:8122113 experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing ma not be changed b Consultant without prior written approval of the Contract principal Y g Y Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any PP City approval of Ci required hereunder shall mean the approval of the Contract � p Officer. experience, 5.3 Prohihition Against Subcontracting or Assignment. The ex p knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. [This Section is amended in Exhibit "C, "Special Requirements]. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant shall not alter the assigmnent of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nona Watson Chief Executive Officer 6. INSURANCE 4 Revised:8122113 Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit`B," which is attached hereto and is incorporated herein by reference. 7, INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), 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 persons (Consultant's employees included), 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 Consultant, its officers, employees, representatives, and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. 8, RECORDS AND REPORTS 8.1 Rellorts. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Th Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. [This Section is amended in Exhibit "C, "Special Requirements]. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this 5 Revised:8122113 Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either parry of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Rights and Remedies are Cumulative. 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 same default or any other default by the other party. 9.4 Legal Action. In addition to any other rights or remedies, either parry may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer 6 Revised:8/22/13 thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES• NON-DISCRIMINATION 10.1 Non-i iabil1ly of Cry Officers and Fmnloyees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Attention: Community & Economic Development Department 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Palm Springs Chamber of Commerce Attention: Executive Director 190 West Amado Road Palm Springs, CA 92262 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by 7 Revised:8/22M3 valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] 8 Revised:8122f13 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: 10108/Ze 13 By. David H. Ready, E City Manager APPROVED BY CfiY MANAGER APPROVED AS TO FORM: ATTEST L12 �baa$ Douglas C. Holland, Esq. mes Thompson, tal��Zot3 City Attorney City Clerk "CONSULTANT" (Palm Springs Chamber of Commerce) Date: 0- By PrAhMcNulty, President Date: ona Wdtson, Chief Executive Officer 9 Revised:8/22113 EXHIBIT "A" Scope of Services and Schedule of Compensation Business Visitation Program and Consolidated Economic Development Website Task A: Business Visitation One purpose of this Agreement is for the Consultant to serve as an additional set of"eyes and ears" for the City in the business community in order to assist the City in addressing the perception in the business community that the City is "business unfriendly," particularly in the area of permitting and land use. The Consultant's reach into the business community is considered to be particularly useful in the early identification of"unsatisfied customers" as well as the continued liaison with those businesses after the City has addressed the problem. The major focus of this Agreement shall be to assist the City with the implementation of the Special Economic Development Focus Incentive Program Areas, established on July 3, 2013, by the City Council. There are two Program Areas. The general descriptions of the two new areas are: South Palm Canyon Drive (and Indian Canyon Drive) between Ramon Road and Sunrise Way; and North Palm Canyon Drive (and Indian Canyon Drive) between Via Lola/Tachevah and Tramway Road (along Palm Canyon) and Tramview Road(along Indian). The City expects to evaluate the resources expended on an annual basis against several measures, including: • Increased tax revenue (Sales, Property, TOT) • Decreased vacancies, particularly long-term vacancies • Total new business investment • Total other public/private sources of funding (e.g. tax credits, grants) • Total new public works investment It is the City's goal that the Program "pay for itself' over time, i.e., that the amount committed by the City to spur new development in the two areas be matched by increased City revenue from all sources, with the new tax revenue in excess of any annual allocation of funds from the City. The natural mechanism available to former redevelopment agencies, the establishment of a "frozen base" of property tax, is not available to the City at this time, but the City will develop a geographic baseline of total tax revenue from the areas in order to track economic progress. Another measure of economic vitality would be the rate of new business creation in the area, as measured by business license data. The City has already established a baseline of data for business licenses in the downtown, which has a normal aging curve. The experience in areas outside downtown is that they have a low rate of new business creation in the area and a low rate of economic vitality. 10 Revised:8/22113 Another measurable aspect of the two areas would be the rate of code enforcement complaints, whether they are active files or complaints themselves. Finally, the amount and profile of investment in the area will be tracked. Most of the properties there are small enough to be manageable by a small firm or group, and significant investments by groups that have the potential to, as well as interest in, leveraging their investments into wider area-wide efforts will also be noted. The details of this task are as follows: • The Consultant shall organize, host and conduct a series of inclusive, periodic meetings for businesses in the two Program Areas to air concerns and for the City to receive direct feedback. Based on the results of those meetings the Consultant shall provide prompt follow-up to the businesses as well as the City. • These meetings shall be described as a series of"neighborhood-type" meetings with the business community and the follow-up from those meetings. The meetings shall be similar in format and content to meetings conducted in pursuant to the 2012 Agreement in several areas of the City, including the Gene Autry Corridor and the center city. • The Program areas may have issues that are unique to their areas, such as traffic and lighting in the far northern end of Palm Canyon Drive. Traffic issues on the south end and the curve area will be different. • The Consultant shall provide for the printed flyers, email notification, if any, printed agendas, and normal customary refreshments for attendees (e.g. bottled water, etc.) Consultant shall, at a minimum, advertise the meetings by delivering printed flyers to each business within the geographic area. • While the Consultant is not tasked with specifically organizing hotels or restaurants by industry category, as they already have active associations, the preponderance of businesses active in the two Program Areas are hotels and restaurants. If a hotel or restaurant is located in one of the geographic areas described below, they shall be considered part of the businesses to be reached under this Agreement. • The Consultant shall organize meetings in the two geographic areas described in the Program, and as many sub-areas within those districts as may be appropriate. The City may, but is not required to, provide the "content' of the meeting: police and fire, development services staff (Planning, Building, Engineering) as well as Economic Development staff. The City will provide printed material from those departments, if any. • There shall be no fewer than 8 "neighborhood" meetings over the course of the year, plus the follow-up provided by the Consultant and the City to issues raised at the meetings. This could be two "sub-area" meetings in each of the Program Areas, and two general 11 Revised:8/22/13 meetings in each of the sub areas. The Consultant may find it necessary to have more than 8 meetings but it is for no additional compensation. • Topics for the meetings may include the business incentive programs, traffic improvements, homelessness, signage, ADA and Fire Code requirements, crime, and other factors that may depend on the area. Task B: Consolidated Economic Development Website Under the direction of the Community & Economic Development Department, the Consultant shall maintain and update the consolidated business and economic development internet "portal" website to complement the City's own website. In addition to showcasing the Chamber of Commerce's own services, the portal shall provide a high degree of interconnectivity with all of the various business links in the community, including but not limited to: • The City of Palm Springs' "Business"pages from its website • The City's links to Development Services, including information on the Zoning Code and the permitting processes • PSMeasureJ.com • Yoursustainablecity.com • Coachella Valley Economic Partnership, including: o Small Business Development Center o Coachella Valley Innovation Hub • SCORE • Palm Springs International Airport • Palm Springs Bureau of Tourism • Palm Springs Convention Center • Main Street(Downtown and Uptown Palm Springs) • Palm Springs Convention and Visitors Authority In addition, the City and Consultant shall develop or update a number of narrative sections on the website that include information on "how to start a business" in Palm Springs, among other sections to be agreed upon by the City and Consultant. Much of the information on the City website that is directed to businesses shall be mirrored on the new site. In addition, the site shall be rich in photo galleries, including special events, downtown and uptown photos, other development projects in the community, or provide links to free and accessible web-based galleries, such as Flickr or Picasa. The site shall link to a web-based real estate listing service such as, but not limited to, LoopNet or Dacie, which would feature an interactive map and which will lead a user to general information on commercial and retail areas of the city, as well as property photos. 12 Revised:8122113 Task C: "City Guide Publication"—formerly. "Chamber Directory" The Consultant shall provide the City the opportunity to provide editorial copy and shall provide one (1) full page of advertising space in its new Business Directory publication, entitled the "City Guide." The new format will include digital applications, as well as traditional printed copies for distribution to more than 15,000 hotel rooms and business locations and shall be mailed to each household in Palm Springs. The publication will have a new look and feel and feature stories focused on Palm Springs special events, development projects, and demographics. Task D: "Downtown Update"—e-newsletter The Consultant shall prepare and distribute electronically (e.g., via e-mail and hosting on Consultant's website, as well as linking to social media) a twice-per-month "update" on the development activities occurring in the downtown and uptown areas, as well as in the Special Focus areas. Examples of updates could be the demolition/construction schedule of the Desert Fashion Plaza, entitlement milestones reached regarding that or other projects, street closures and events, new openings in those areas, etc. Schedule of Compensation Services shall be performed on a monthly basis beginning on the first day of the month following the signing of this agreement and continue for a 12-month period. Task A Consultant shall be paid on a per-meeting basis and shall not exceed $1,000 per meeting or $12,000 during the 12-month period. Task Consultant shall be paid $200 per month and shall not exceed $2,400 during the 12-month period. Task Consultant shall be paid $5,600 for the City's editorial and advertising copy in both the digital application and print publication. Task D There is no additional compensation for Task D. Payment Schedule $5,600 shall be paid to Consultant within 30-days upon signing of this agreement $1,200 shall be paid to Consultant on the first day of the month beginning the second month during the term of this agreement and continue for 12-months. 13 Revised:8122/13 EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 14 Revised:8/22113 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extension thereof, and shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. A. Minimum Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00)per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate [THIS SECTION IS WAIVED—See Exhibit "C, "Special Requirements]; and, 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. B. Errors and Omissions Covera¢e. If Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of 15 Revised:8122/13 the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. [THIS SECTION TO BE INCLUDED ONLY IF ERRORS & OMISSIONS INSURANCE IS REQURIED] C. Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. D. Verification of Coverase. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract Na" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. " or ' or any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. 16 Revised:8122113 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. F. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 17 Revimd 8/22J13 EXHIBIT "C" Special Requirements Section 5.3, "Prohibition Against Subcontracting or Assignment" is hereby amended to read: 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Notwithstanding the other portions of this section, Consultant may contract with a qualified web design or web hosting firm to help Consultant meet the requirements of Task B in Exhibit "A, "Scope of Work. Section 8.3, "Ownership of Documents" is hereby amended to read: 8.3 Ownership of Documents. City acknowledges that the "backbone" of the website described in Task B of Exhibit "A" is the Consultant's current website, and that the ownership of such website shall remain with Consultant, even after the termination of this Agreement. However, all drawings, specifications, reports, records, documents, and other materials provided to Consultant by the City in the performance of this Agreement, including but not limited to links to the Municipal Code and Zoning Code on the City website, reports prepared, purchased or commissioned by the City, or other material considered work product of the City, shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Section A.3. of Exhibit B. Insurance, is waived. As a result, Section B. of Exhibit B, Insurance, does not apply. 18 Revimd 8122J13 ICI CONSULTING SERVICES AGREEMENT (Palm Springs Chamber of Commerce —Business Outreach Program and Consolidated Economic Development Website) THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and entered into this _ day of March, 2012, by and between the City of Palm Springs, a California charter city and municipal corporation ("City"), and Palm Springs Chamber of Commerce, a California 501 (c)(6)non-profit corporation("Consultant"). RECITALS A. City requires the services of an entity to implement the "business outreach" program for the City of Palm Springs' Business Retention Council Subcommittee ("Project"). B. Consultant has submitted to City a proposal to provide Consultant services to City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or `work"), which includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. ] Revised:4/17/12 ORIGINAL WU AND/OR AGREEMENT 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit "A," which total amount shall not exceed Twenty Thousand Dollars ($20,000.00.) 3.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. Payments shall be based a schedule of charges as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product, or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefore by the City Council of City for each fiscal year covered by the 2 Revised:4/17/12 Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 4.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten(10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of twelve (12) months, commencing on br 2012, and ending on I L 2013, unless extended by mutual wtte ri n a Bement of the parties. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Nona Watson. Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 3 Revised:4/17/12 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. [This Section is amended in Exhibit "C," Special Requirements]. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall not be an employee 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; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Nona Watson Chief Executive Officer 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit`B,"which is attached hereto and is incorporated herein by reference. 7. INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (at Consultant's sole cost and expense), indemnify, protect; and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), 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 persons (Consultant's employees included), 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 Consultant, its officers, employees, representatives, and agents, which Claims arise out of or are related to Consultant's performance under this Agreement, but excluding such Claims arising from the negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances 4 Revised:4/17/12 shall the insurance requirements and limits set forth in this Agreement be construed to limit Consultant's indemnification obligation or other liability hereunder. 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. [This Section is amended in Exhibit "C,"Special Requirements]. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract. Officer. 8.5 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. 5 Revised:4/17/12 No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Ri¢hts and Remedies are Cumulative. 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 same default or any other default by the other party. 9.4 Leeal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72)hours from the time of mailing if mailed as provided in this Section. 6 Reviud:4/17/12 To City: City of Pahn Springs Attention: Community&Economic Development Department 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Palm Springs Chamber of Commerce Attention: Executive Director 190 West Amado Road Palm Springs, CA 92262 11.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 11.5 Authoritv. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] 7 Revised:4117/12 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: (e - A to - 1;t By: David H. Ready, Es APPROVEDBY CITY MANAGER City Manager nib �O�no MIA APPROVED AS TO FORM: ATTEST By: 4--- Douglas C. Holland, E q. ames Thompson, 0-7/1 4P/2012- City Attorney City Clerk "CONSULTANT" (Palm Springs Chamber of Commerce) l� � 2OtZ By : ' 1 Date: w Tim Ellis, President Date: �— l/t/ `' na Watson, Chief Executive Officer 9 Revised 3/11/12 EXHIBIT "A" Scone of Services and Schedule of Compensation Business Visitation Program and Consolidated Economic Development Website Task A: Business Visitation The purpose of this Agreement is for the Consultant to serve as an additional set of"eyes and ears" for the City in the business community in order to assist the City in addressing the perception in the business community that the City is "business unfriendly," particularly in the area of permitting and land use. The Consultant's reach into the business community is considered to be particularly useful in the early identification of"unsatisfied customers" as well as the continued liaison with those businesses after the City has addressed the problem. The Consultant shall organize, host and conduct a series of inclusive, periodic meetings for businesses to air concerns and for the City to receive direct feedback. Based on the results of those meetings the Consultant shall provide prompt follow-up to the businesses as well as the City. These meetings shall be described as a series of"neighborhood-type" meetings with the business community and the follow-up from those meetings. The meetings shall be similar in format and content to meetings the City conducted in 2011 in response to safety and traffic concerns in the Ralphs Center area and in the Indian Avenue and I-10 area; other areas may have issues that are unique to their areas, such as traffic and lighting in the far northern end of Palm Canyon Drive. The Consultant shall provide for the printed flyers, email notification, if any, printed agendas, and normal customary refreshments for attendees (e.g. bottled water, etc.) Consultant shall, at a minimum, advertise the meetings by delivering printed flyers to each business within the geographic area. Excluded from this phase of the Agreement would be the geographic area covered by Main Street Palm Springs (the Downtown and Uptown area). Additionally, the Consultant is not tasked with specifically organizing hotels or restaurants by industry category, as they already have active associations. If a hotel or restaurant is located in one of the geographic areas described below, however, they shall be considered part of the businesses to be reached under this Agreement. The Consultant shall organize the city into five geographic areas outside the downtown and uptown core, and organize twice-yearly meetings in each area on behalf of the City. Like Main Street and the residential neighborhoods, the City shall provide much of the content of the meeting: police and fire chiefs, development services staff(Planning, Building, Engineering) as well as Economic Development staff. The City will provide printed material from those departments, if any. The Consultant shall provide adequate notice of the meetings to the 10 Revised:4/17112 businesses in those areas, and conduct the meetings in the geographic areas as well, much like neighborhood meetings are conducted. Generally speaking, the areas are defined as: Northwest: This would cover the area from the Visitor Center to approximately Tachevah on Palm Canyon and from Tachevah to the COD Campus along Indian. Major businesses would include Desert Regional, the Riviera, and the COD Campus. It would also include the small business community in the Desert Highland neighborhood. South: This would extend from the Sun Center on South Palm Canyon to the Smoketree Commons on East Palm Canyon. Major businesses would include the Sun Center, Builders Supply, Stein Mart, the Ace and Saguaro Hotels, and Smoketree Village/Smoketree Commons. Tahquitz/Sunrise: This would take in the Sunrise Corridor north of Saguaro (Desert Chapel) to Albertson's, as well as the Tahquitz Corridor from Indian to the Airport. Major businesses would include nearly all the grocery stores in the city and the Palm Springs Mall, as well as a number of office users along Tahquitz. East: This would extend along East Palm Canyon from Farrell to Rimrocks, and take in the Gene Autry Trail/Dinah Shore corridor. Major businesses would include Mercedes/BMW, Knotts Soak City, the big box users, the Palm Springs Air Museum, Atlantic Aviation, the Desert Sun, and Escena. North North: The area around Indian Avenue and the I-10 freeway. The largest businesses there are the Pilot Truck stop and Roy's Desert Resource Center. If the Consultant feels that there is a more appropriate geographic division of the City, the Consultant must notify the City of the alternative map. There shall be no fewer than 10 "neighborhood" meetings over the course of the year, plus the follow-up provided by the Consultant and the City to issues raised at the meetings. Each round of meetings shall culminate in a general `roundtable"meeting, for two per year. The larger roundtable meetings may include representatives from Downtown/Uptown/Main Street as well as the Hospitality and Restaurant Associations. Topics for the meetings may include traffic improvements, signage, ADA and Fire Code requirements, crime, and other factors that may depend on the area. Task B: Consolidated Economic Development Website Under the direction of the Community & Economic Development Department, the Consultant shall undertake the development of a consolidated business and economic development internet ]I Revised:4/17/12 "portal" website to complement the City's own website. In addition to showcasing the Chamber of Commerce's own services, the portal shall provide a high degree of interconnectivity with all of the various business links in the community, including but not limited to: • The City of Palm Springs' "Business"pages from its website • The City's links to Development Services, including information on the Zoning Code and the permitting processes • PSMeasureJ.com • Yoursustainablecity.com • Coachella Valley Economic Partnership, including: o Small Business Development Center o Coachella Valley Innovation Hub • SCORE • Palm Springs International Airport • Palm Springs Bureau of Tourism • Palm Springs Convention Center • Main Street(Downtown and Uptown Palm Springs) • Palm Springs Convention and Visitors Authority In addition, the City and Consultant shall develop a number of narrative sections on the website that include information on"how to start a business"in Palm Springs, among other sections to be agreed upon by the City and Consultant. Much of the information on the City website that is directed to businesses shall be mirrored on the new site. In addition, the site shall be rich in photo galleries, including special events, downtown and uptown photos, other development projects in the community, or provide links to free and accessible web-based galleries, such as Flickr or Picasa. The City and Consultant shall cooperate on the development of a retail development map showing where leasing sites are, and access to a web-based real estate listing service such as, but not limited to, LoopNet or Dacie, which would feature an interactive map and which will lead a user to general information on commercial and retail areas of the city, as well as property photos. Task C: "Business Buddy Program" Upon request by the City, Consultant shall match new businesses in Palm Springs with an experienced business mentor or "Business Buddy," preferably in the same geographic business area or similar type of business. The mentor shall provide advice and guidance on business issues including, but not limited to, understanding the City's licensing, land use permitting and entitlement processes. Task C shall be performed without any additional compensation to the Consultant. 12 Revised 4117/12 Schedule of Compensation Services shall be performed on a monthly basis beginning on the first day of the month following the signing of this agreement and continue for a 12-month period. Consultant shall submit an invoice on a per-meeting basis for Task One,not to exceed$1,000 per meeting or $12,000 during the 12-month period. For Task Two, the Consultant shall be paid half of the amount($4,000) when the shell and links are established, and the remainder ($4,000) when the site is fully operational to the satisfaction of the Contract Officer. The cost and responsibility of hosting the website is expressly the responsibility of the Consultant. EXHIBIT `B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 13 Revised:4/17/12 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extension thereof, and shall not be cancelable without thirty(30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. A. Minimum Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate (THIS SECTIONIS WAIVED—See Exhibit "C,"Special Requirements]; and, 4. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. B. Errors and Omissions Coverage. If Consultant provides claims made professional liability insurance, Consultant shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of 14 Revised:4/17112 the completion of Consultant's services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier, or equivalent coverage with another company, in the amount required by this Agreement for at least three years after completion of Consultant's services under this Agreement. Consultant shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. [THIS SECTION TO BE INCLUDED ONLY IF ERRORS & OMISSIONS INSURANCE IS REQURIED] C. Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. D. Verification of Coverage. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or '!f or any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to"mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. 15 Revised:4/17112 All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Consultant guarantees payment of all deductibles and self-insured retentions. F. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 16 Revised:4/17/12 EXHIBIT "C" Special Requirements Section 5.3, "Prohibition Against Subcontracting or Assignment" is hereby amended to read: 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Notwithstanding the other portions of this section, Consultant may contract with a qualified web design or web hosting firm to help Consultant meet the requirements of Task B in Exhibit "A, "Scope of Work. Section 8.3, "Ownership of Documents" is hereby amended to read: 8.3 Ownership of Documents. City acknowledges that the "backbone" of the website described in Task B of Exhibit "A" is the Consultant's current website, and that the ownership of such website shall remain with Consultant, even after the termination of this Agreement. However, all drawings, specifications, reports, records, documents, and other materials provided to Consultant by the City in the performance of this Agreement, including but not limited to links to the Municipal Code and Zoning Code on the City website, reports prepared, purchased or commissioned by the City, or other material considered work product of the City, shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. Section A.3. of Exhibit B, Insurance, is waived. As a result, Section B. of Exhibit B, Insurance, does not apply. 17 Revised:4/17/12