HomeMy WebLinkAbout18. Approve PSA w-Chamber of Commerce for FY 2019-20P'
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CITY MANAGER
TO HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF
BY: ALDO E. SCHINDLER, DIRECTOR OF COMMUNITY DEVELOPME
DATE: JUNE 25, 2019
SUBJECT: CHAMBER OF •MMERCE PROFESSIONAL
That the City Council approve the annual Downey Chamber of Commerce Professional Services
Agreement for Fiscal Year 2019-20.
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On an annual basis, the City of Downey and the Chamber of Commerce enter into a Professional
Services Agreement (PSA) outlining performance expectations, including promotion of businesses
throughout the city, business attraction and retention, and the provision of informational and
promotional services. City staff and the Chamber's Executive Director have crafted an agreement
for Fiscal Year 2019-20 that includes specific deliverables, as detailed in Exhibit "A" - Scope of
Services, of the attached PSA, in the following categories: public relations; business development;
and government/legislative inter -relations.
The contract also requires that the Chamber maintain complete and accurate records with respect
to all costs and expenses incurred under the agreement, and gives the City the right to audit the
records of the Chamber, to verify that the Chamber's expenditures of the City's funds are
consistent with the agreement.
Economic Vibrancy
The reimbursable activities provided to the Chamber of Commerce in the amount of $33,000,
have been budgeted in the FY 2019-20 General Fund budget 10-4-5910-0700.
CHAMBER OF COMMERCE AGREEMENT
JUNE 25, 2019
PAGE 2
ATTACHMENTS
Attachment A: Chamber of Commerce Professional Services Agreement
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CITY OF DOWNEY
PROFESSIONAL
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1. PARTIES Dr
This Agreement is made and entered into this day of June, 2019 by and
between the City of Downey, a California municipal corporation and charter city with its
principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City")
and the Downey Chamber of Commerce, a California nonprofit corporation, with its
principal place of business at 11131 Brookshire Avenue Downey, CA 90241 ("Consultant").
City and Consultant are sometimes individually referred to as "Party" and collectively as
"Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional Public Relations, Business Development, and Government/Legislation services
required by City on the terms and conditions set forth in this Agreement. Consultant
represents that it has demonstrated competence and experience in providing these services
to City in the past, is licensed in the State of California, and is familiar with the plans of City.
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3. 1.1 General Scope of Services,. Consultant promises and agrees to furnish
to City all labor, materials, pools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Civic, Public Relations, Business
Development, and Government/Legislation-services necessary for the Project ("Services").
The Services are more particularly described in Exhibit "A" attached hereto and incorporated
herein by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from July 1, 2019 to June
30, 2020, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules
and deadlines.
3.2.1 Control and Payment of Subordinates; Independent Contractor-. The
Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor basis
and not as an employee. Consultant retains the right to perform similar or different services
for others during the term of this Agreement. Any additional personnel performing the
Services under this Agreement on behalf of Consultant shall also not be employees of City
and shall at all times be under Consultant's exclusive direction and control. Consultant shall
pay all wages, salaries, and other amounts due such personnel in connection with their
performance of Services under this Agreement and as required by law. Consultant shall be
responsible for all reports and obligations respecting such additional personnel, including, but
not limited to: social security taxes, income tax withholding, unemployment insurance,
disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "A" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. In order to facilitate Consultant's
conformance with the Schedule, City shall respond to Consultant's submittals in a timely
manner. Upon request of City, Consultant shall provide a more detailed schedule of
anticipated performance to meet the Schedule of Services. The parties acknowledge that the
Schedule of Services may be amended by mutual agreement due to changes in
circumstances, including changes in the performance schedules of other third parties
performing work for the'City on the Project, which affect the timing of Consultant's
performance of the Services.
3.2.3 Conformance to A ralicable Pe uirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 'Substitution of KeLPjersonnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable,_ Consultant may substitute other
personnel of at least equal competence upon written approval of City. In the event that City
and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to
perform the Services in a manner acceptable to the City, or who are determined by the City to
be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or
a threat to the safety of persons or property, shall be promptly removed from the Project by
the Consultant at the request of the City. The key personnel for performance of this
Agreement are as follows: Executive Director.
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3.2.5 City's Representative. The City hereby designates the Director of
Community Development, or his or her designee, to act as its representative for the
performance of this Agreement ("City's Representative"). City's Representative shall have
the power to act on behalf of the City for all purposes under this Contract. Consultant shall
not accept direction or orders from any person other than the City's Representative or his or
her designee.
3.2.6 consJtahts R6pLeq�. Consultant hereby designates the
Executive Director, or his or her designee, to act as its representative for the performance of
this Agreement •IRepresentative"). Consultant's Representative shall have
full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,- using
his best skill and attention, and shall be - •:•. •..:- for all means,- ••.. techniques,
undersequence's and procedures and for the satisfactory coordination of all portions of the Services
Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and
other staff at all reasonable times.
3.2.8 Standard of Care' Performance of m; to ees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in
the State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform,the
x Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term,of this Agreement.' As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at
its own cost and expense and without reimbursement from the City, any services necessary
to correct errors or omissions which' are caused by the Consultant's failure to complyWth, the
"standard of care provided for herein. Any employee of the Consultant or its sub -:consultants
who is determined by the City to be uncooperative, incompetent, athreat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner consistent with the
standard of care set forth herein, shall be promptly removed from the Project by the
Consultant and shall not be re-employed to perform any of the Services or to work on the
Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all applicable local, state and federal laws, rules and regulations in force at
the time the Services are performed by Consultant and in any manner affecting the
performance of the Project or the Services, including all applicable Cal/OSHA requirements,
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and shall give all notices required by law. Consultant shall be liable for all violations of such
laws and regulations in connection with Services. If the Consultant performs any work
knowing it to be contrary to such Jaws, rules and regulations and without giving written notice
to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant
shall defend, indemnify and hold City, its officials, directors, officers, employees and agents
free and harmless, pursuant to the indemnification provisions of this Agreement, from any
claim or liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations. Consultant's violation of such laws, rules and regulations shall also constitute a
material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the
Services under this Agreement until it has provided evidence satisfactory to the City that it
has secured all insurance required under this section. In addition, Consultant shall not allow
any subcontractor to commence work on any subcontract until it has provided evidence
satisfactory to the City that the subcontractor has secured all insurance required under this
section.
3.2.10.2 Minimum Reguirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees or
subcontractors. Consultant shall also require all of its subcontractors to procure and maintain
the same insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least
as broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG, 0001); (2) Automobile Liability:`
Insurance Services Office Business Auto Coverage form number CA 0001, code°1 (any
auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation
insurance as required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no Jess than: (1) General Liability: $1,000,000 per occurrence for bodily injury,_ personal
injury and property damage, with a $1,000,000 umbrella. If Commercial General Liability
Insurance or other form with general aggregate limit is used, either the generalaggregate
limit shall apply separately to this Agreement/location or the general aggregate limit shall be
twice the required occurrence limit; (2) Automobile Liability. $1,000,000 per accident for
bodily injury and property damage, with a $1,000,000 umbrella; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the
Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident
for bodily injury or disease, with a $1,000,000 umbrella.
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[3.2.10.3 Reserved]
3.2.10.4 'Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied
or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the Services or operations
performed by or on behalf of the Consultant, including materials, parts or equipment
furnished in connection with such work; and (2) the insurance coverage shall be primary
insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by
the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant's insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Ljq!2j&. The automobile liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees, agents
and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the
Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by
the City, its directors, officials, officers, employees, agents and volunteers shall be excess of
the Consultant's insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Em to ers Liability Coveraae.
The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to the City; and (B) any failure to comply with reporting or
other provisions of the policies, including breaches of warranties, shall not affect coverage
provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds, No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
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3.2.10.6 Deductibles; and Self -Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: _(1) the insurer shall reduce
or eliminate such deductibles or self-insured retentions as respects the City, its directors,
officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a
bond guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the City. The certificates and endorsements for each
insurance policy shall be signed by a person authorized by that insurer to bind coverage on
its behalf, and shall be on forms provided by the City if requested. All certificates and
endorsements must be received and approved by the City before work commences. The City
reserves the right to require complete, certified copies of all required insurance policies, at
any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant shall
at all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and, life-saving equipment and procedures; (B) instructions in
-- accident prevention for all employees and subcontractors, such as safe walkways; scaffolds;
fall protection ladders, bridges, gang planks, confined space procedures, trenching and
shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; .and (C) adequate facilities for
the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement. The total
compensation shall not exceed THIRTY THREE THOUSAND DOLLARS AND 00/100
($33,000.00) without written approval of the City. Extra Work may be authorized, as
described below, and if authorized, said Extra Work will be compensated at the rates and
manner set forth in this Agreement.
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3.3.2 Payment of Compensation. The Chamber will invoice the City in
December 2019 for the full amount of services rendered, with a request of the payment to be
received by the City in two installments, in June and December.
3.3.3 - Reimbursement for Expenses. Consultant shall not be reimbursed for
any expenses unless authorized in writing by City.
3.3.4 Extra stork. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 ,Maintenance and inspection. Consultant shall maintain' complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during normal business hours to examine, audit, and make transcripts or copies of such
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3) years from the date of final payment under this Agreement.
3.5.1 Termination of A reement.
3.5.1.1 Grounds for Termination. City may, 'by written notice to
Consultant, terminate the whole or any part of this Agreement at any time either for cause or
for the City's convenience and without cause by giving written notice to Consultant of such
termination, and specifying the effective date thereof, at least seven (7) days before the
effective date of such termination. Consultant may only terminate this Agreement for cause
upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which
have been adequately rendered to City, and Consultant shall be entitled to no further
compensation. The City shall within fifteen (15) calendar days following termination pay the
Consultant for all services adequately rendered and all reimbursable costs incurred by
Consultant up to the date of termination, in accordance with the payment provisions of this
Agreement.
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The following reasons shall constitute "cause" for which either party may terminate this
Agreement as provided herein:
Substantial failure by the other party to perform in accordance with the terms of
this Agreement and through no fault of the terminating party;
Assignment of this Agreement or transfer of the Project by either party to any
other entity without the prior written consentofthe other party;
Suspension of the Project or the Consultant's Services by the City for more than
ninety (90) calendar days, consecutive or in the aggregate, without good cause;
Material changes in theconditionsunder which this Agreement was entered
into, the Scope of Services or the nature of the Project, and the failure of the
parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as
provided herein, City may require Consultant to provide all finished or unfinished Documents
and Data and other information of any kind prepared by Consultant in connection with the
performance of Services under this Agreement. Consultant shall be required to provide such
Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.5.2 wDelivery of Notices, All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
The Downey Chamber of Commerce
11131 Brookshire Avenue
Downey, California 90241
Phone: (562) 923-2191
Attn: Executive Director
U
EM
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Attn: City Manager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for City to copy, use, modify,
reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied
in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but;not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are
prepared or caused to be prepared by Consultant under: this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing. that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal
right to license any and all Documents & Data. Consultant makes no such representation
and warranty in regard to Documents & Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents and Dataatany time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or the
Project. Nothing furnished to Consultant which is otherwise known to Consultant or is
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generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity
pertaining to the Services or the Project in any magazine, trade paper, newspaper, television
or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation: Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law,
administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of
the services provided under this Agreement, the prevailing party shall be entitled to recover
from the non -prevailing party all reasonable costs incurred, including staff time, court costs,
attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification. Consultant shall defend (with counsel acceptable to
City), indemnify and hold the City, its officials, officers, employees, volunteers and agents
free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury, in law or equity, to property or persons, including wrongful
death, in any manner arising out of or incident to any alleged negligent acts, errors,
omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorneys'.fees and other related costs and expenses.
Consultant shall defend, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or
instituted against City, its directors, officials, officers, employees, agents or volunteers.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, employees, agents or volunteers, in any such
suit, action or other legal proceeding. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by the City, its directors, officials officers, employees, and agents or volunteers.
Consultant shall not be obligated to defend, indemnify or hold the City harmless in any
manner whatsoever for any claims or liability arising solely out of the City's own negligent
acts, errors or omissions or willful misconduct.
3.5.7 Entire Agreement. This Agreementcontains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be the courts in Los Angeles County.
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3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 Cit ' Pi ht to Em lov Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assi. ns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assi nment or Transfer. Neither party shall assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the other party. Any attempt to do so shall be null and void, and
any assignees, hypothecates or transferees shall acquire no right or interest by reason of
such attempted assignment, hypothecation or transfer.
3.5.13 C nstruction:-references; Captions. Since the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing time, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and ease of reference only, and do not define, limit,
augment, or describe the scope, content, or intent of this Agreement.
3.5.14 AmendmentL modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Inyalidit ` Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it
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has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift
or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee
of City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 E ual ortunit Em to `meat`. Consultant represents that itis an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex or age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination. Consultant shall also comply with all relevant provisions of any City
Minority Business Enterprise program, Affirmative Action Plan or other related programs or
guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that
it is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Adreement._ Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.22 'Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute one and the same instrument.
3.5.23 Effect of Conflict. In the event of any conflict, inconsistency, or
incongruity between any provision of this Agreement, any of its exhibits, attachments,
purchase order, or notice to proceed, the provisions of this Agreement will govern and control
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3.6 Subcontracting.
3.6.1 Prigr Ap gd� Consultant s a not subcontract any portion of
prova�l kegWLe
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF DOWNEY, Downey Chamber of Commerce,
a California municipal corporation a California nonprofit corpora ion
and charter city
By. By:
Rick Rodriguez, Mayor Michael Calve
Its: Executive Dire tor
Attest:
Attest.,
Maria Alicia Duarte, CIVIC Secretary
City Clerk
Approved as to Form: Approved as to Form:
Y tte M. Abi
ich Garcia, City Attorney Legal Counsel
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EXHIBIT "A"
SCOPE OF SERVICES
Services Provided by the Downey Chamber of Commerce to the
City of Downey for FY 2019-20
The Chamber shall provide the following services to the City:
I. Public Relations
A. Maintain regular office hours with qualified personnel.
B. Provide accurate and timely information and market the City and business areas
to residents and business people who walk-in, phone, write, e-mail or fax the
Chamber.
CPromote the City of Downey and the business community, provide promotion,j
advertising and marketing assistance, and provide networking opportunities
the local business community.
IV Provide publicity for the business community through traditional and new media
outlets.
E. Welcome new businesses to the City by a letter of welcome, as well as a
personal contact.
F Prepare and maintain an online • community calendar • civic and
business group events.
G. Through the Board and Committee structure, provide Chamber functions
(Business Mixers, Breakfasts and Luncheons) bring civic leaders and City staff
together with business people and citizens monthly.
H. Continue to provide a digital communication platform.
I. Maintain the Downey Chamber of Commerce website with current information.
J. Maintain an electronic database of all Chamber memberships and allow the City
,?ccess to that information on an "as needed" basis.
A. Coordinate and host the annual Street Faire and Christmas Parade.
B. Assist the City during emergencies, by providing liaison at Emergency Operations
Center.
C. Provide ambassadors to existing and new businesses throughout the year to
monitor concerns, assist in resolving problems with the Chamber or the City,
meet other Downey businesses (e.g., monthly networking — orientation —
breakfasts).
D: Work actively on business recruitment, expansion and retention efforts
throughout the City, e.g., business CEO — Chamber— City official meetings.
E, Assist the City in the creation of the Downtown Business District.
F, Provide access to business -building programs for businesses, from trade shows
to seminars or other training.
GGive references to Workforce Investment One -Stop shops for starting a business
or workforce needs.
GovernrnenVLqqj§jgjjM
A. Participate in Legislative Advocacy efforts on behalf of the business community
that provide business, information to the membership. Serve as a forum for City,
County, State and Federal interrelationships and dialog.
B. Review and recommend proposed business legislation and concerns to the City.
IV. Miscellaneous Services
A. Submit an annual report which shall set forth the following information: detailed
summary of Chamber's activities and the name and number of new Chamber
members registered during the year.
B. Provide monthly updates to the City Council regarding Chamber activities.
C. Civic, Public Relations, Business Development, and Government/Legislation
services occur throughout the year.
The funding provided herein shall not be used to pay for the cost of the Chamber's
newsletters or newspapers.
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V. Events
• The annual City of Downey / Chamber of Commerce Christmas Parade typically
occurs on the first Sunday of December.
• The annual Chamber • • Street Faire typically occurs in May.
N