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HomeMy WebLinkAbout2/17/2016 - STAFF REPORTS - 2.I. *?ALMSp 4� u n '`o•oeano .4 � cg41FOA��P CITY COUNCIL STAFF REPORT DATE: February 17, 2016 CONSENT CALENDAR SUBJECT: APPROVE A CONSULTING SERVICES AGREEMENT WITH THE PALM SPRINGS CHAMBER OF COMMERCE IN THE AMOUNT OF $32,800 FOR THE PURPOSE OF IMPLEMENTING A BUSINESS OUTREACH PROGRAM FROM: David H. Ready, City Manager BY: Community & Economic Development Department SUMMARY Staff recommends the City Council approve a Consulting Services Agreement with the Palm Springs Chamber of Commerce in the amount of $32,800 for the purpose of implementing a quarterly community newsletter and Business Outreach Program that includes a citywide business survey and editorial copy in the annual Chamber City Guide publication. RECOMMENDATION: 1) Approve an agreement in the amount of$32,800 with the Palm Springs Chamber of Commerce to implement a Business Outreach Program and a quarterly community newsletter. 2) Authorize the City Manager to execute all necessary documents. STAFF ANALYSIS: The Palm Springs Chamber of Commerce (Chamber) will carry out the tasks outlined in the Agreement to implement a Business Outreach Program and to produce a quarterly newsletter for residents and businesses alike. The contract term is 18 months and compensation is in the amount of $32,800. Through the Agreement, the Chamber will assist the City in reaching out to the community to: a) survey businesses through website, mail, and in-person interviews; b) provide editorial copy and full page advertising space in the annual City Guide; and c) produce and manage a quarterly community newsletter, which was recently identified as an objective for the 2016 Strategic Plan goal of improving internal and external communication. Staff recommends approval of the Agreement since the City and Chamber have a prior history with the Business Outreach Program. Last year the Chamber's Agreement with ITEM NO.—IL— City Council Staff Report February 17, 2016-- Page 2 Palm Springs Chamber of Commerce Agreement the City included similar tasks as outlined in the new Agreement, with the exception of the survey. The business visits included information dissemination about the Buzz Trolley and City incentive programs. The survey proposed for this year is an effort to get feedback from the business community on the health of their businesses, including workforce related questions and opinions on City services and priorities. This year's program also includes at least 12 business visits per month by the Chamber to exchange information and identify businesses that require further follow up from City Staff or other agencies, such as Workforce Development or the Small Business Development Center. The quarterly newsletter is a new project that the Chamber will produce and manage with content approved by the City. The annual City Guide is in its third year of publication and goes to all Palm Springs residents, plus online access and placement in hotel rooms throughout the City. FISCAL IMPACT: The Consulting Services Agreement in the amount of $32,800 will be paid from the Community & Economic Development contractual services accounts 1400-43200 and 1400-43240. i Cathy Van H rn Lauri Aylaian, Director Economic Development Administrator Community & Economic Development David H. Ready, a r Attachments: Consulting Services Agreement Business Retention and Expansion Survey 02 CONSULTING SERVICES AGREEMENT (Business Outreach Program - Palm Springs Chamber of Commerce) THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement') is made and entered into on 1" day of January, 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 501 (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 ("Project'). B. City also desires to increase the number of portals through which businesses can request and receive information and advice about locating or expanding in the City. C. Consultant has submitted to City a proposal to provide services to City pursuant to the terms of this Agreement. D. Based on its experience, training, and reputation, Consultant is uniquely qualified to provide the necessary services to City and desires to provide such services. E. City desires to retain the services of Consultant for the services described in this Agreement. In consideration of these promises and mutual agreements, City agrees 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 and Schedule of Compensation attached to this Agreement as Exhibit "A" and incorporated 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 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. Revised:2/8/16 03 7205921 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. 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 Thirty Two Thousand Eight Hundred Dollars $32 800 . 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 ChanEes. 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. 2 Revised:218116 04 720599.1 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 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 Maieure. 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, fires, 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 eighteen (18) months, commencing on January 1, 2016, and ending on June 30, 2017, unless extended by mutual written agreement of the parties. Upon mutual agreement by both parties, the term may be extended by twelve (12) months, up to two (2) times. Such options(s) must be exercised in writing no fewer than 30 days or no more than 60 days in advance of the expiration of the Term, and may be executed by the City Manager on behalf of the City. 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 snake 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 3 Revised:218116 05 720599.L personally supervise the services under this Agreement. 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 ("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 elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, q Revised:2016 06 C 720599.I V 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 Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. 5 Revised'.2f8l16 07 120599.1 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 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 e 6 Revised:218116 0 720599.1 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 Citv 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. 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, 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 7 Revised:218116 09 720599A 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 party 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, California 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. 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. g Revised:2/8/16 10 120599.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: David H. Ready City Manager APPROVED AS TO FORM: ATTEST By: By: Douglas C. Holland, James Thompson, City Attorney City Clerk "CONSULTANT" Palm Springs Chamber of Commerce Date: By : Patrick Service, President Date: Nona Watson, Chief Executive Officer 9 Revised:218116 720599 1 CALIFORNIA ALL411RAGSE ACKNOWLEDGMENT CIVIL CODE§118g A immy Pi a other drbm mapis"daa ready vwffm M*gm idi of tlhe individual aha sipsed the docuruart tonfade ihb cerohr�a®mred�ed ad of thffi dacurhent 3tata of GairforTi ) GourTty of ) On betore r i Date Here kmd Ahura and Title of the Officer teraonal4y appeared N&7wv of SV-W who proved to me on the basis of sabafactory evidence to be the perscro) whcee na*s) iiiiii subecribed to the within tmbument and acknowledged to rree that hatzbeAhey executed the sane n 1-mulwAhei auBarixed capeci ared that by hm4wAhea sighsture(s)m the wobumerht the peraan(s), or the entity rpm behalf of wfdch the person(a)acted,executed the iratrrar eal- I certify under PENALTY OF PERJURY raster the laws of the State of Qgfifonrma tud the foregoing parag aph is tare and correct- WITNESS Try Im A and otficieo zest. $igrhi 3lgnafure of Auer Pui Pace Mai Saat Abowa OPTIONAL Though Ida section is cyahonar,conWilo ft Etas trftm bcn can defer aeration of the daarrTrent or ftaudAmt restlmchmant of this farm to an urantended docuri Deawiptare of Attached Docwnent Title dr Type of Docranent Document Dale_ Nunber of pages:: Sigta{a) Oteer Than Married Above: Cspecity(ie)Clamed by 6rgner(a) Signer's Mane: 3 grmi a Nerete: ❑Carpa ds OKecer—Ttie(ey ❑Corpasde Offira r—T-di ❑Partner— ❑Larded ❑Oa mal ❑Parbrar— O Lasted ❑General ❑Ir rat ❑Attorney n Fad ❑Individual ❑Attorney in Fact ❑Fnwawe ❑Guardian or Omaervalor ❑Tnw tw ❑Guardan or Ganaervalor ❑OERer: ❑Otha: ages Is Represervhng: Sigea Is RepreseMng: WD14 Nabond Notay Aesacidxin•wwrw. ' :orB•14100-US NOTARY(14KA7&6K7) ham t598T 10 Revised-218116 1 720599.1 EXHIBIT "A" Scope of Services and Schedule of Compensation Task A: "City Guide Publication —formerly, "Chamber Directory" One time per calendar year, 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 B: Quarterly Community Newsletter Produce and manage a quarterly community newsletter to be made available to residents and businesses. The newsletter content shall be provided by the City and by other entities, provided that the content from other entitles is approved by the City. The Chamber shall provide content editing, graphics, layout, writing and editorial copy if needed. The cost for mailing, special photography and printing shall be paid by the City and billed separately from this contract. Task C: Business Outreach Program Business Retention Program Outreach 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 survey's 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. 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. 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 facts and logo of the participating business. 11 Revised:2/8/16 13 720599.1 Schedule Performance and 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 an 18-month period. Task A: One time during each calendar year, the Consultant shall be paid 55,600 for the City's editorial and advertising copy in both the digital application and print publication of the City Guide. During the 18-month term of the original agreement, this payment shall be made two times: once for the City Guide Publication in 2016, and once for the 2017 publication. In the event that one year renewal options are exercised for the agreement, payment for Task A shall be made no more than one time per calendar year. Task B and Task C: Consultant shall be paid $1,200 per month during the 18-month period. In the event that one year renewal options are exercised for the agreement, payment for Task B or C shall be made no more than 12 times in the calendar year. Papnent Schedule $5,600 shall be paid to Consultant within 30 days upon signing of this agreement $1,200 shall be paid to Consultant within 30 days of receipt of 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. 12 Revised:2016 14 720599.1 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:218116 15 720599.1 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 indemnity City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scone 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: 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 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 14 Revised:2/8l16 16 720599.1 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. 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 '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. 1$ Revised:2/8/16 17 720591) 1 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 thern. 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. 16 Revised:2/8/16 8 120599.1 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. Section 8.3, "Ownership of Documents" is hereby amended to read: 8.3 Ownership of Documents. City and Consultant acknowledges 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:218/16 19 720599_1 Business Retention and Expansion Survey City of Palm Springs Department of Economic Development CONFIDENITAL - Business Name: COMPANY HISTORY AND ORGANIZATION What is the primary nature of your business?(Please check one) ❑ Retail ❑ Service ❑ Manufacturing ❑ Construction ❑ Transportation ❑ 4*holesale ❑ Communication ❑ Hi-tech/Alt Energy __-OGblishing ❑ Consulting Services ❑ Other Is your business owned by a larger corporations ara�lI,, ❑ Yes If yes, where are they headgr`i�rtered? "� ❑ No 910, u ,lFi, x°7 j`Enp:, How long has your business been operatirWAri'Palm Springs? ❑ Under 3 years.,,. p 6.1'0 years ❑ 3-6years ❑- ,Cver'10years Why did your firm choose to locafe`�ftt the-C-f Prim Springs? ❑ Custog7errzasejt ❑ Lifes#+le ❑ Already lived here ❑ Reloc il w9n fi °i 7, Land or building Cost El Cost of living Other -� How wd you classify yourlpany's annual gross revenue range? { ntle ftL 000 [I $500,000to $1,000,000 ❑ $100,000 ti 4250 000 ❑ $1,000,000 to$5,000,000 ❑ $250,000 tc500,000 11 Over$5,000,000 ❑ $500AM,t4"$1,000,000 Would you say that sales in the last twelve months are? 0 Increasing ❑ Decreasing ❑ Or flat 1 20 Do you own or lease your facility? ❑ Own ❑ Lease ❑ If leased,when does your lease expire? Month_ Year_ Do you plan to renew your lease upon expiration? ❑ Yes ❑ No ❑ Undecided ❑ If no,why not? Do you plan to expand your business operation in the next one to three y; ars? ❑ Yes ❑ No If yes,are you actively pursuing expansion in the City of Palm Springs? ❑ Yes ❑ No ❑ If no, why not? WORKFORCE How many full-time employees do you currently havev s How many part-time employees do you cur*104ve? 1 Of all employees, how many 1( eii ?alm Springii W Do you plan to hire more employeeslIn the 6 4twelve months? WE M ❑ Yes = ❑ No ❑ Undecided Does yopt fir n have diffiCu(ty re cr i Cinjg new employees? �x ❑ Yes „i, ❑ No ❑ N/A Do you currently'use"or'h g yogi" yer used the Riverside County Workforce Development Center for employee recruitment ort, ingiprograms? ❑ YesI's ❑ No ❑ Notsure El If yes, list program name: If yes, how would you rate the Workforce Development program(s) or service(s) provided? ❑ Very useful ❑ Moderately Useful ❑ Marginal ❑ No use 2 21 BUSINESS CLIMATE Based on your personal experience, please rate the following items on a scale of 1 to 10 with 10 being the most beneficial for doing business in Palm Springs. Least Most Quality of life 1 2 3 4 5 6 7 8 9 10 n/a Available Workforce Access to markets/customers City government Cost of living Diverse economic base Business regulations Crime prevention Cost of doing business Workforce readiness Education system International reputation Transportation :' Land and rent costs Other: Please check three items from the following') tha4ou feel`are the most important policy actions that could be taken to improve the��tUS�riess clima Gn Pairrt Spnngs. ❑ Reduce crime, improve sett'attdfetys ❑ Improve thae ucational sysft /enhn Yational training ❑ Streamline de efopgent serwfe permitting process El Improve main#epa'nce�p�ublic A' and sidewalks ❑ 1 fpye code corn Iiari I a pls ani�i1einforcement ❑ A mcle incentive_plogrtt�4 � rms expand or enhance their business ❑ ) f tprove customer service at Ci Hall ❑ P,� v'de hpU A that"�S1,a,ffordable to low-to-moderate wage earners ❑ Otrle�l Ap( Isei i pdcify) . . What would be your relcarnmendation to the Mayor and City Council on how to improve the business V=�- climate in Palm SpringsF 3 22 Business resources exist to help new and existing companies grow and thrive in a fast changing global economy. Whether you are a startup company or existing retailer or manufacturer, the City of Palm Springs Economic Development Department is here to help connect you to resources, programs and service providers to help you keep pace with consumer demands. The following list of service providers and programs are available to all businesses. If you are interested in any of services or programs described below, please check all boxes that apply: ❑ CV Small Business Development Center(Business consulting services) ❑ Palm Springs Innovation Hub and Accelerator Campus (High tech, clean energy startup) ❑ Palm Springs Foreign Trade Zone (international trade import/export): ❑ Riverside County Workforce Development Center(Recruitmen#apd training) ❑ Palm Springs Chamber of Commerce (Business to business networking) ❑ Renewable Energy Roundtable (Clean energy and green tech nettararkingi ,._ ❑ City of Palm Springs Relocation Information (Available real estate'6jio "graphics) ❑ Workforce Excellence Industry Councils(Industry ancL'Schoot Distric6w-,co eer pothWgys) ❑ Main Street(Downtown/Uptown merchants) llkrr� IiU't ❑ Palm Springs Bureau of Tourism (Hospitalitypnd Purism) ❑ Palm Springs Office of Sustainability& Recycling(Clean and healthy environment) ❑ Homelessness Task Force Please provide contact information to receivecommunicatio I from the service provider(s): Name: kr. Phone: Email: �I?l� `[l The information you,provide is comfit entiaFA you Will only be contacted if you selected one of the services or programsaboue. - Thank you for participatl g m th �{ vey g gfik ,. v � tatty of Palm Springs Community& Economic Development � ga�i�,i�y)Ilili � v��t 3200 E.Tahquitz Canyon way Palm Springs, CA 92262 760-323-8259 r www.palmspringsca.goy .- Cathv.va nhorn@ pa I mspri nesca.aov 760-323-8175 4) 4 23