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HomeMy Public PortalAbout09) 7F Annual Services Agreement with Chamber of Commerce FY 2018-19DATE: TO: FROM: MANAGEMENT SERVICES DEPARTMENT MEMORANDUM July 17,2018 The Honorable City Council Bryan Cook, City Manager By: Julie Gatica, Interim Administrative Assistant AGENDA ITEM 7.F. SUBJECT: APPROVAL OF AN ANNUAL SERVICES AGREEMENT WITH THE TEMPLE CITY CHAMBER OF COMMERCE RECOMMENDATION: The City Council is requested to approve the Annual Service Agreement (Attachment "A") with the Temple City Chamber of Commerce (Chamber), covering the term of July 1, 2018 through June 30, 2019 , ratify the work that has been done since July 1, 2018, and authorize the City Manager to execute the Annual Service Agreement for Fiscal Year 2018-19. BACKGROUND: 1. Since 2011 , the C ity Council has instituted an annual service agreement with the Temple City Chamber of Commerce for business promotion and public information services . 2. On October 17 , 2017 , City Council approved the Annual Service Agreement with the Chamber covering the term of July 1, 2017 to June 30 , 2018. 3 . On June 8, 2018, City Council discussed the Chamber of Commerce operations and functions, and other options in terms of future long term use of the Chamber of Commerce property on Las Tunas Drive and Sultana Ave. 4. On June 19 , 2018, City Council adopted the FY 2018-19 City Budget, which included a $70 ,000 line item for continued Chamber services. City Council July17,2018 Page 2 of 4 ANALYSIS: The current agreement between the City and the Chamber expired on June 30, 2018. To ensure that there is no disruption to the services currently being provided by the Chamber, the City Council is requested to consider approval of an Annual Service Agreement with the Chamber for Fiscal Year 2018-19. The terms of the agreement remains the same as last year but three additional tasks were added to the scope of services (Exhibit "A"). Chamber was also directed to work with the City to explore options for having the Chamber operate out of City Hall. City Council's approval of an Annual Services Agreement with the Chamber will ensure that there is no lapse in providing the following services: • Continue public information efforts, from regular e-blasts and social media posts to monthly publication of Temple City Life; • Continue promotion of good business relations via ribbon cuttings, welcome baskets and networking events for the business community; • Participation in discussion of economic issues important to the city and surrounding region through a number of means, e.g. business summits and regional partnerships; • Field public information inquiries and provide resources through events like seminars and informational fairs; • Assist the City with civic projects impacting the business community through marketing, partnership and advisement; • Identify new ways to promote the Chamber as a demonstrated leader through business trips, trade missions and public appearances; and • Explore other options of combining the Chamber of Commerce with City Hall, and explore other options in terms of future long term use of the Chamber of Commerce property on Las Tunas Drive and Sultana Ave. Additional Tasks added to the FY 2018-2019 Annual Agreement Scope of Services with the Chamber includes: TASK 2: Assist City's Economic Development efforts and programs Realtor Report Support business development by helping publicize available real estate properties using monthly Economic Development Report (e.g., "DAIA" -Downtown Arcadia Improvement City Council July 17, 2018 Page 3 of 4 Associations Property Update -Attachment UBI!). TASK 3: Engage in discussion with members regarding business and developers for establishment of new business in Temple City Annual Business Survey Chamber to send questionnaire to business members requesting feedback ranging from complaints to positive suggestions. The Chamber will compile and produce a report detailing ways in which both the City and the Chamber could create a more business friendly climate. The Chamber will provide this report to the City Manager's office for follow-ups. TASK 8: Field public inquires, support community and resident events, seek opportunities for engagement and partnership between community and Chamber members. Field community calls for available resources and programs. Advise City and community groups as requested; and Promote and develop future business community by implementation of a mentor program for students (Chamber to develop program matching high school students interested in a career with members who will mentor and advise them one-on-one.) Approval of an Annual Service Agreement with the Chamber will continue the City and Chamber's mutual goal of promoting and keeping the local business community informed as well as ratify the work Chamber has done since July 1, 2018. CITY'S STRATEGIC GOALS: City Council's approval of the Annual Service Agreement with the Chamber will further City's Strategic Goal of Good Governance. FISCAL IMPACT: This item does not have an impact on the adopted FY 2018-19 City Budget. City Council July 17, 2018 Page 4 of4 ATTACHMENTS: A. Annual Service Agreement with Chamber of Commerce for FY 2018-19 B. Downtown Arcadia Improvement Associations Property Update (DAIA) ATTACHMENT A CONSULTANT SERVICES AGREEMENT By and Between THE CITY OF TEMPLE CITY, a municipal corporation and TEMPLE CITY CHAMBER OF COMMERCE AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF TEMPLE CITY, CALIFORNIA AND TEMPLE CITY CHAMBER OF COMMERCE This Agreement for Consultant Services ("Agreement") is entered into as of this I st day of July, 2018 by and between the City of TEMPLE CITY, a municipal corporation ("City") and the Temple City Chamber of Commerce, a non-profit organization ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively refeJTed to as the "Pmiies." RECITALS A. City desires to contract with Consultant for business promotion and public information services. B. Pursuant to the City of Temple City's Municipal Code, City has authority to enter into this Consultant Services Agreement and the City Manager has authority to execute this Agreement. D. The Pmiies desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 of this Agreement and desire that the te1ms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 20 "Termination of Agreement" of this Agreement, the scope of services set forth in Exhibit "A" "Scope of Services" shall be completed pursuant to the schedule specified in Exhibit "A." Should the scope of services not be completed pursuant to that schedule, the Consultant shall be deemed to be in Default of this Agreement pursuant to Section 21 of this Agreement. The City, if! its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Consultant to continue performing the scope of services until such services are complete. SECTION2. SCOPE OF SERVICES. Consultant agrees to perform the services set forth in Exhibit "A" "Scope of Services" and made a part of this Agreement. -l - SECTION 3. ADDITIONAL SERVICES. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or listed in Exhibit "A" "Scope of Services," unless such additional services are authorized in advance and in writing by the City Council or City Manager of City. Consultant shall be compensated for any such additional services in the amounts and in the manner agreed to by the City Council or City Manager. SECTION4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement. The total compensation, including reimbursement for actual expenses, shall not exceed seventy thousand dollars ($70,000), unless additional compensation is approved in writing by the City Council or City Manager. (b) Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-consultant contracts. Sub-consultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. (c) Except as to any charges for work perfmmed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice. (d) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, sections 16 and 17, petiaining to indemnification and insurance, respectively. -2- SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, repmis, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and warrants related to Standard of Performance and found in Section 9 of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, repo1is, data, notes, computer files, files or other documents. SECTION7. CONSULTANT'S BOOKS AND RECORDS. (a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant's performance of services pursuant to this Agreement. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant's business, City may, by written request, require that custody of such documents or records be given to the City and that such documents and records be maintained by the requesting party. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. - 3 - SECTION 8. STATUS OF CONSULTANT. (a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this AGREEMENT or is otherwise expressly conferred in writing by City. (b) The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. SECTION9. STANDARD OF PERFORMANCE. Consultant represents and warrants that it has the qualifications, experience and facilities necessaty to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing any services pursuant to this Agreement, Consultant's guarantees and wan·anties related to Standard of Performance shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Agreement. Neither City, nor any elected or appointed - 4 - boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section. SECTION 11. PREY AILING WAGE LAWS It is the understanding of City and Consultant that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, "construction" includes work performed during the design and preconstruction phases of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Consultant shall not discriminate, in any way, against any person on the basis of race, color, religious creed, national origin, ancest1y, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. SECTION 13. UNAUTHORIZED ALIENS. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. SECTION 14. CONFLICTS OF INTEREST. (a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties. Consultant is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. - 5 - (c) City understands and acknowledges that Consultant will, perform non-related services for other govemmental agencies and private parties following the completion of the scope of work under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 15. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such infmmation is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attomey of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 16. INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnifY, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or sub-consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall -6 - indemnity, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub-contractors of Consultant. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity Agreements with provisions identical to those set forth here in this section from each and every sub-contractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnity and defend City as set forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this Section 16 [Indemnification] to the contrmy, design professionals are required to defend and indemnity the City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. SECTION 17. INSURANCE. Consultant agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set fmih in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request. SECTION 18. ASSIGNMENT. The expertise and experience of Consultant are material considerations for this Agreement. City has an interest in the qualifications of and capability of the persons and entities -7 - who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of the City Council. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including summary termination of this Agreement. City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 19. CONTINUITY OF PERSONNEL. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. SECTION20. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant's possession shall be returned to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 4 of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 of this Agreement. SECTION21. DEFAULT. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thi1ty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under Section 20. Any failure on the - 8 - part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. SECTION22. EXCUSABLE DELAYS. Consultant shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of Consultant. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION23. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and available to City as public records, and which are necessary for carrying out the work as outlined in the Exhibit "A" "Scope of Services," shall be furnished to Consultant in evety reasonable way to facilitate, without undue delay, the work to be performed under this Agreement. SECTION24. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: To City: To Consultant: City of Temple City Attn: City Manager 9701 Las Tunas Dr. Temple City, CA 91780 Temple City Chamber of Commerce Attn: CEO/President 9050 Las Tunas Dr. Temple City, CA 91780 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. SECTION25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder. -9 - SECTION26. ADMINISTRATION AND IMPLEMENTATION. This Agreement shall be administered and executed by the City Manager or his or her designated representative, following approval of this Agreement by the City Council. The City Manager shall have the authority to issue interpretations and to make minor amendments to this Agreement on behalf of the City so long as such actions do not materially change the Agreement or make a commitment of additional funds of the City. All other changes, modifications, and amendments shall require the prior approval of the City Council. SECTION27. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. SECTION28. MODIFICATION OF AGREEMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. SECTION 29. WAIVER. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any patiy of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. SECTION30. LAW TO GOVERN; VENUE. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the patiies, venue in state trial comis shall lie exclusively in the County of Los Angeles, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles. SECTION 31. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. SECTION 32. ENTIRE AGREEMENT. This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the patiies with respect to the matters addressed therein and -I 0- supersedes all other Agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other Agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding. No amendment to this Agreement shall be valid and binding unless in writing duly executed by the parties or their authorized representatives. SECTION 33. SEVERABILITY. If any te1m, condition or covenant of this Agreement is declared or detetmined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY OF TEMPLE CITY Bryan Cook, City Manager ATTEST: Peggy Kuo, City Clerk APPROVED AS TO FORM Eric S. Vail, City Attorney -11 - (2"d signature required if Corporation, Incorporation or Limited Liability Corporation) CONSULTANT By: ______________________ ___ By: ______________________ __ Its: ------------------------Its: ____________________ _ NOTE: CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO DEVELOPER'S BUSINESS ENTITY. -12- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF On , __ before me, , personally appeared , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I cettifY under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent li'audulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT D INDIVIDUAL D CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) D PARTNER(S) D LIMITED D GENERAL NUMBER OF PAGES D ATTORNEY-IN-FACT D TRUSTEE(S) D GUARDIAN/CONSERVATOR D OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES Consultant will perform the following services as well as the newly added services in yellow: TASK I: Publish the monthly Temple City Life newspaper, and continue online ads and e-blasts for members. Update the monthly Business Direct01y. Publication targets: Article targets: 12 monthly issues per year (Temple City Life). 130 City, 75 TCUSD/community organizations, and 175 business focused activities (Temple City Life). Consultant will ensure that all mass mailings are published and distributed in accordance with the restrictions in Government Code Section 89001 and 2. Cal. Code of Regs. 18901 and any other applicable laws and regulations. TASK 2: Assist City's Economic Development efforts and programs Realtor Report Support business development by helping publicize available real estate properties using monthly Economic Development Report (e.g., "DAIA (Arcadia Downtown Property Update"). TASK 3: Engage in discussion with members regarding business and developers for establishment of new business in Temple City Annual Business Survey Chamber to send questionnaire to business members requesting feedback ranging from complaints to positive suggestions. The Chamber will compile and produce a report detailing ways in which both the City and the Chamber could create a more business friendly climate. The Chamber will provide this rep01t to the City Manager's office for follow-ups. TASK 4: (Formerly TASK 2) Promote good business relations within Temple City by attending and participating in or holding the following events or initiatives: Chamber Networking Events Hold qumterly Chamber mixers for local businesses; Grand Openings Business Expo Welcome Basket Program Educational Seminars Attend and promote the opening of new businesses (as needed based on new businesses openings in Temple City); Host an annual expo providing local businesses with the oppmiunity to promote themselves and learn about other local businesses; Continue the program to simultaneously welcome new businesses -and promote current member businesses and organizations -with delivety of a welcome packet containing information and promotional items; and Host informational seminars on subjects of interest to the business community (as needed based on request of members and developers in the community). TASK 5: (Formely TASK 3) Field public inquiries to support community and resident events. Seek opportunities for engagement and patinership between Chamber members. Regional outreach Government Affairs Patiicipation in Valley Association of Chamber Executives and neighboring San Gabriel Valley cities' chamber mixers and events. Participation in State of the County Breakfast, San Gabriel Valley Legislative Coalition, San Gabriel Valley Economic Patinership, Cal Chamber events, SoCal Chamber events, Valley Economic Development Center events, and county and regional meetings/programs sponsored by local elected officials (e.g., Congresswoman Judy Chu, State Senator Cm·ol Liu, etc.) provided that these events are not cancelled. TASK 6: (Formerly TASK 4 and TASK 6) Field public inquires and provide resources to business owners. Seek new ideas and innovative ways to promote business members and enhance the image of consult in the community and greater San Gabriel Valley area: Business Liaison Business Awareness Business Correspondence Communicate with existing and prospective businesses. Provide business referrals and resources as needed. Solicit local business to join community programs in association with City initiatives and the Los Angeles County Sheriffs Depmiment. Provide delegation letters and certificates of origin upon request. Consultant shall be exclusive provider of delegation letters and certificates or origin for City. TASK 7: (Formerly part of TASK 6) Demonstrate a leadership role in the promotion of business members' projects through business trips, trade missions and public appearances. Seek new ideas and innovative ways to promote their business members and enhance the image of the Chamber of Commerce in the community and the greater San Gabriel Valley area. Demonstrate a leadership role in the promotion of business members' projects through business trips, trade missions and public appearances. TASK 8: Field public inquires, support community and resident events, seek opportunities for engagement and partnership between community and Chamber members. Field community calls for available resources and programs. Advise City and community groups as requested; and Promote and develop future business community by implementation of a mentor program for students (Chamber to develop program matching high school students interested in a career with members who will mentor and advise them one-on-one.) TASK 9: Assist City Manager on civic projects impacting the business community. EXHIBIT "B" COMPENSATION Consultant shall be paid $5,833.33 at the beginning of each month of the term of this agreement. 1be City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. Line items for all supplies properly charged to the Services. Line items for all travel properly charged to the Services. Line items for all equipment properly charged to the Services. Line items for all materials properly charged to the Services. Line items for all subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. The total compensation for the Services shall not exceed $70,000 as provided in Section 4 of this Agreement. EXHIBIT "C" INSURANCE A. Insurance Requirements. Consultant shall provide and maintain insurance, acceptable to the City Manager or City Counsel, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of msurance: !. Minimum Scope oflnsurance. Coverage shall be at least as broad as: (!) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. l/87) covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City. (3) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's Liability insurance and covering all persons providing services on behalf of the Consultant and all risks to such persons under this Agreement. (4) Professional liability insurance appropriate to the Consultant's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 3 consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 3-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. 2. Minimum Limits of Insurance. Consultant shall maintain limits of insurance no less than: (I) General Liability: $1,000,000 general aggregate for bodily injmy, personal injury and property damage. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits set forth above. (3) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code of the State of California and Employers Liability limits of not less than $1,000,000 per accident. (4) Professional Liability: $1,000,000 per occurrence. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Policies. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to City. 2. General Liability and Automobile Liability Coverages. (1) City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or bol1'owed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. (2) Consultant's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Consultant's insurance. (3) Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Any failure to comply with the reporting or other provisions of the policies including breaches of wananties shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. 3. Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Consultant. C. Other Requirements. Consultant agrees to deposit with City, at or before the effective date of this contract, certificates of insurance necessary to satisfY City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment oflosses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. ATTACHMENT B DAIA Downtown Property Update, May 10, 2018 Development Sites Update: 1. City Parking Lot West (adjacent to Post Office): Walburn Development has an exclusive negotiating agreement through June 30, 2018 to put together a development proposal for site. 2. 117-129 E Huntington; 124-126 Wheeler; City Parking Lots East: Developer representing these private property owners in negotiations with city to possibly include two public parking lots as part of new mixed-use development. 3. 35 W. Huntington Dr (Arcadia Self-storage Bldg): Purchase & Sale Agreement scheduled for June 5 to approve sale to a buyer that will repurpose ground level of building into a multitenant food hall. 4. 2S-75 N. Santa Anita; 5-21 W. Huntington: Developers doing 57 Wheeler Ave mixed-use (Giantech) are hoping to eventually redevelop this site with a mixed-use project. No applications or official plans have been submitted to city at this time. 5. 288 N. Santa Anita Ave (vacant lot adjacent to REI): Buyer in escrow with ownership to develop property with 4-story commercial building with retail on ground floor and office on upper floors. Currently in Planning review. 6. 130 W. Huntington Dr (Le Meridien Hotel): Demolition of former Santa Anita Inn property has begun in preparation for construction of a new 220-room hotel. Phase II of this development will include a residential and commercial component of some kind on south-end of property, details TBD. 7. 125 W. Huntington Dr: University of Southern California has entered into a lease for all but one floor of this medical center. Ownership has also submitted design concept plans to city for a boutique hotel on this site involving conversion of existing Worley Parsons building and ground- up development of a second hotel building at southeast corner of site. 8. 32S N. Santa Anita (New Arroyo Pacific Academy Bldg): Construction is being finalized on a new 6,309 square-foot education building/campus expansion. Their current location at 41 W. Santa Clara Street is listed for lease. 9. 501 N. Santa Anita: 20-unit condo development under construction. 10. 35 W. St. Joseph Street (New Arcadia Unified District Office & Maintenance Building): A new two-story 15,690 square-foot office and maintenance warehouse building at current AUSD school bus storage yard/property facilities and operations center. Currently under construction. 11. 201 N. Santa Anita & 21 W. Santa Clara (vacant lot and ATT maintenance bldg.): Potential future development possibilities once ATT property comes on market later this year. 12. 220 N. First Ave (vacant lot): Listed as build to suit long-term lease opportunity. John Archibald, Coldwell Banker Commercial is listing broker. Rent not disclosed. 13. 130 S. First Ave (Ascending Eagle Office Bldg): New 3,000 sf two-story owner-user office building anticipated to be completed in mid '18. . Owner-user will be Sun Residential Development, a local residential construction and design firm. 14. 57 Wheeler Ave Mixed-Use: 16,000 sf commercial, 38 residential units. Tim Genske, CBRE is listing broker. 7 tenant spaces listed for lease. Lease rates not disclosed. Project construction is anticipated to be complete in 1Q 2019. Leasing Update: 15. 18 N. First {former Stacked Sandwich/Burger Barn): New restaurant "Trendy Thai" is moving into this tenant space. Currently working with L.A. County health department on approval of their T.l. 16. 101 S. First {former Zapata Vive space): Ownership has leased the 4,000 sf space to a Korean Shabu Shabu restaurant. Currently in plan-check/working with L.A. County health department on approval of their T.l. 17. 16 N. First Ave: 2,200 sf retail unit for lease. $2.25 sf/MG. Carole Walker & Dan Aile, Redstone Commercial is listing broker. 18. 134 E. Huntington: Longstanding vacant retail space. City staff has made multiple outreach efforts to ownership, but still not listed for lease at this time. 19. 122 S. First Ave: Longstanding vacant 1-story office units. Space is not listed for lease. Martin Gandell has recently made contact with ownership. 20. 212-216 S. First Ave: Longstanding vacant 1-story office units. Space is not listed for lease. Martin Gandell has recently made contact with ownership. 21. 41 W. Santa Clara {Existing Arroyo Pacific Academy Bldg): 11,500 sf 2-story building for lease. Currently listed at $1.95 sf/NNN. Shadd Walker, Colliers lnt'l is listing broker. City getting inquiries about reusing as a school, pre-school, daycare, or office bldg. 22. 54 Bonita: 990 sf office unit for lease. $1.82 sf/FSG. April Lin, Han Realty is listing broker. 23. 25 Wheeler: 1,000 sf of office space for lease. $2.50-$2.75 sf/MG. Norm Suave, Suave Regal Inc. is listing broker. 24. 50-52 E. Huntington Dr: 6,095 sf retail/office space for lease. Rental rate not disclosed. Guillermo Olaiz, Coldwell Banker Commercial is listing agent. Property also listed for sale. 25. 323-325 N. First {former Arcadia Welfare & Thrift Store): 7,200 sf building for lease (min. 1,000 sf divisible). $1.30 sf/NNN. Steven Hang, CBD Investments Inc. is listing broker. 26. 30 E. Santa Clara: 400 sf office space for lease. $2.75 sf/FG. John Aile Company is listing broker. 27. 206-214 N. First Ave: Two ground floor spaces and second-story space available. Second-story space listed at 2,200-3,300sf and $2.50sf/MG. Ron Mills is property owner and listing agent. 28. 305-307 N. Santa Anita Ave: Second-story, 1,800 sf office space for lease. $1.50 -$1.75 sf/MG. Former gym/warehouse space also available but not listed online. Ron Mills is property owner and listing agent. 29. 149 E. St. Joseph: 1,200 sf of light industrial space for lease. $1.25 sf/MG. Ted Thompson, Stevenson Real Estate Services is listing broker. 30. 150 N. Santa Anita Ave: Office space for lease. 2,218 sf unit and 583 sf unit. $2.30 sf/FSG. Mark Evanoff, Avison Young is listing broker. 31. 135-139 La Porte: 1,618 sf Light industrial space for lease. $1.40 sf/MG. Norm Sauve, Sauve Riegel is listing broker. 32. 15-19 La Porte: 1,250 sf light industrial unit for lease. $1.30 sf/IG (industrial gross). Dan Aile, Redstone Commercial is listing broker. Property Sales Update: 33. 15-21 Flower: 2 properties, $1,250,000, 0.22 Acre, 6,500 sf leasable area. Lovely Carpet & Ambulance Service are tenants. 34. 11 Flower: $900,000, 0.2 Acre, 4,500 sf leasable area. Long term tenant. 35. 20 La Porte: $1,600,000, 0.21 Acre, 8,400 sf leasable area. Long term tenant. 36. 26 La Porte: $1,400,000. 0.29 Acre, 5,280 sf leasable area. Tenant leases expire late 2018/2019 37. 52 E. Huntington: $1,880,000, 0.17 Acre, 5,600 sf leasable area. 38. 105 S. First Ave: $1,180,000. 0.10 Acre, 2 units, 1,800 sf leasable area. Long-term lease for one unit. 39. 15-17 E. Huntington Dr: $2,000,000, 0.16 Acre, 3,377 sf leasable area. One tenant month-to- month, other leased through June 2020.