HomeMy Public PortalAboutAgreement_6/21/2022to 6/30/2023_Chamber of Commerce_Business promotion and public information services_21-028CAGREEMENT FOR SERVICES
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
TEMPLE CITY CHAMBER OF COMMERCE,
a non-profit organization
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AGREEMENT FOR SERVICES
BETWEEN
THE CITY OF TEMPLE CITY, CALIFORNIA
AND
TEMPLE CITY CHAMBER OF COMMERCE
This Agreement for Services ("Agreement") is entered into as of this 1st day of
July, 2022 by and between the City of Temple City, a municipal corporation ("City") and
Temple City Chamber of Commerce, a non-profit organization ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties."
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.
C. The Parties 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 terms 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 Term of this Agreement is for one year commencing on the date first
ascribed above and ending June 30, 2023.
SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE.
(a) Scope of Services. Consultant agrees to perform the services set forth in
Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this
Agreement by this reference.
(b) Schedule of Performance. The Services shall be completed pursuant to
the schedule specified in Exhibit "A." Should the Services not be completed pursuant to
that schedule, the Consultant shall be deemed to be in Default of this Agreement. The
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City, in its sole discretion, may choose not to enforce the Default provisions of this
Agreement and may instead allow Consultant to continue performing the Services.
SECTION 3. ADDITIONAL SERVICES.
Consultant shall not be compensated for any work rendered in connection with
its performance of this Agreement that are in addition to or outside of the Services
unless such additional services are authorized in advance and in writing in accordance
with Section 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement. If and when such additional work is authorized, such additional work shall
be deemed to be part of the Services.
SECTION 4. 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 by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Sixty -Two Thousand Five Hundred Dollars
($62,500.00), unless additional compensation is approved in writing in accordance with
Section 26 "Administration and Implementation" or Section 28 "Amendment" of this
Agreement.
(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 subcontractor contracts. Subcontractor charges shall be
detailed by the following categories: labor, travel, materials, equipment and supplies. If
the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on
an hourly basis (as opposed to labor and materials being paid as a lump sum), the
labor category in each invoice shall include detailed descriptions of task performed and
the amount of time incurred for or allocated to that task. 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 performed 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.
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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, Section 16
"Indemnification" and Section 17 "Insurance."
SECTION 6. OWNERSHIP OF DOCUMENTS.
All original maps, models, designs, drawings, photographs, studies, surveys,
reports, data, notes, computer files, files and other documents prepared, developed or
discovered by Consultant in the course of providing the 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 the Services pursuant to this
Agreement, Consultant's guarantees and warranties in Section 9 "Standard of
Performance" of this Agreement 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 7. CONSULTANT'S BOOKS AND RECORDS.
(a) Consultant shall maintain any and all documents and records
demonstrating or relating to Consultant's performance of the Services. 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 (3) 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
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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. Access to such
documents and records shall be granted to City, as well as to its successors -in -interest
and authorized representatives.
SECTION 8. INDEPENDENT CONTRACTOR.
(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.
SECTION 9. STANDARD OF PERFORMANCE.
Consultant represents and warrants that it has the qualifications, experience and
facilities necessary 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. 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 the Services required of Consultant under this Agreement. In
addition to the general standards of performance set forth this section, additional
specific standards of performance and performance criteria may be set forth in Exhibit
"A" "Scope of Work" that shall also be applicable to Consultant's work under this
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Agreement. Where there is a conflict between a general and a specific standard of
performance or performance criteria, the specific standard or criteria shall prevail over
the general.
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 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. PREVAILING 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, ancestry, 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 the
Services, 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
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manner with the interests of City or which would in any way hinder Consultant's
performance of the Services. 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.
(c) City understands and acknowledges that Consultant will, perform non -
related services for other governmental agencies and private Parties following the
completion of the Services 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
information 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
Attorney 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
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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 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) arise out of, are a consequence
of, or are in any way attributable to, in whole or in part, any negligent or wrongful act,
error or omission of 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, 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 indemnify, 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) Indemnification from Subcontractors. Consultant agrees to obtain
executed indemnity agreements with provisions identical to those set forth in this
section from each and every subcontractor or any other person or entity involved by,
for, with or on behalf of Consultant in the performance of this Agreement naming the
Indemnified Parties as additional indemnitees. In the event Consultant fails to obtain
such indemnity obligations from others as required herein, 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 indemnify and defend City as set
forth herein 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 to the contrary, design professionals are required to defend and indemnify 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
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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) City's Negligence. 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 forth 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 and capability of the persons and
entities 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.
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 termination of this Agreement pursuant to Section 20 "Termination of
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. Consultant shall notify City of any changes in Consultant's staff and sub-
contractors, if any, assigned to perform the Services prior to and during any such
performance.
SECTION 20. TERMINATION OF AGREEMENT.
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(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 "Compensation
and Method of Payment" of this Agreement. This final invoice shall be reviewed and
paid in the same manner as set forth in Section 4 "Compensation and Method of
Payment" of this Agreement.
SECTION 21. 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
thirty (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 "Termination of Agreement." Any failure on the 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.
SECTION 22. 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.
SECTION 23. COOPERATION BY CITY.
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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
Services shall be furnished to Consultant in every reasonable way to facilitate, without
undue delay, the Services to be performed under this Agreement.
SECTION 24. NOTICES.
All notices required or permitted to be given under this Agreement shall be in
writing and shall be personally delivered, or sent by 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
5938 Kauffman Ave.
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.
SECTION 25. 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.
SECTION 26. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his
or her designated representative. The City Manager shall have the authority to issue
interpretations and to make amendments to this Agreement, including amendments that
commit additional funds, consistent with Section 28 "Amendment" and the City
Manager's contracting authority under the Temple City Municipal Code.
SECTION 27. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the Parties.
SECTION 28. AMENDMENT.
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No amendment to or modification of this Agreement shall be valid unless made
in writing and approved by the Consultant and by the City. The City Manager shall have
the authority to approve any amendment to this Agreement if the total compensation
under this Agreement, as amended, would not exceed the City Manager's contracting
authority under the Temple City Municipal Code. All other amendments shall be
approved by the City Council. The Parties agree that the 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 Party 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.
SECTION 30. 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 Parties, venue in
state trial courts 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 Parties with respect to the matters
addressed therein and 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.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined 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).
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SECTION 34. CONFLICTING TERMS.
Except as otherwise stated herein, if the terms of this Agreement conflict with the
terms of any Exhibit hereto, or with the terms of any document incorporated by
reference into this Agreement, the terms of this Agreement shall control.
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:
p
Peggy KUo' City Clerk
CONSULTANT: ti
By
(Authorized Officer)
Name: -r/ -Pir— (,p (
Title.
(2"d signature required
Corporation)
By
(Mu
Name:
APPROVED AS TO la,ORM:
Greg Mfg Shy, City Attorney
if Corporation, Incorporation or Limited Liability
ws(AA.)-'1
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 CONSULTANT'S
BUSINESS ENTITY.
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 20 , before me,
Date
)
)
Name And I 'tie Ut Umcer (e.g. Jane Doe, Notary Public'")
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(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 certify 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 of Notary Public
OPTIONAL
Though this section is optional, completing this information can deter alternation of the document or fraudulent
reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT
Signer's Name:
▪ Individual
• Corporate Officer
Partner(s)
Title(s) Title or Type of Document
Limited
General
Attorney -In -Fact
Trustee(s)
Guardian/Conservator
Other:
Signer is representing:
Name Of Person(s) Or Entity(ies)
Number Of Pages
Date Of Document
Signer(s) Other Than Named Above
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
AAA AA A
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
State of California
County of Los Angeles
On
June 24, 2022
Sandra Yanira Scott,Notary Public
before me,
(Insert Name of Notary Public and Title)
personally appeared Margaret Lee Healy
o� `, SANDRA YANIRA SCO'T`T
401-W Notary Public • California
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- ,• Los Angeles County
`;,� Commission N 2327247
My Comm. Expires May 3, 2014
Place Notary Seal Above
who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(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 certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is
true and correct.
WITNESS my h and official seal.
Signature
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Title of Type of Document'
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Signer's Name:
El Individual
❑ Corporate Officer - Title(s):
0 Partner 0 Limited 0 General
El Attorney in Fact
0 Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
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Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s):
❑ Partner 0 Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
.01
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
State of California
County of Los Angeles
June 24, 2022
Sandra Yanira Scott,
On before me,
(Insert Nome of Notory Public and Title)
personally appeared Peter Yungshik Choi
SANDRA YANIRA SCOTT
Notary Public - California
Los Angeles County
Commission N 2327247
My Comm. Expires May 3, 2024
Place Notary Seal Above
Notary Public
who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(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 certify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand
Signature
OPTIONAL
official seal.
(Signature of Notary Public)
Though the information is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title of Type of Document.
Document Date:
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Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s):
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❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
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Signer's Name:
❑ Individual
❑ Corporate Officer - Title(s):
❑ Partner 0 Limited ❑ General
0 Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
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A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity
of that document.
ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 20 , before me,
Date Name And I itle Of Officer (e.g. "Jane Uoe, Notary Public")
personally appeared
Name of Signer(s)
who proved to me on the basis of satisfactory evidence to be the
person(s) whose name(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 certify 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 of Notary Public
OPTIONAL
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reattachment of this form to an unintended document.
CAPACIT(IES) CLAIMED BY SIGNER(S)
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DESCRIPTION OF ATTACHED DOCUMENT
Title(s) Title or Type of Document
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Guardian/Conservator
Other:
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall provide the following services between July 1, 2022 and June 30,
2023:
Task 1: Temple City Life
a. Publish the monthly Temple City Life newspaper to inform the public and
stimulate discussion. Newspapers shall be published and distributed under
Government Code 89001 - 89003, and any other applicable laws and
regulations.
b. Continue distribution via digital means including but not limited to email blasts
and social media posts. Chamber shall also print and make available 500 copies
of each monthly issue, placed for community pick-up in front of the
Chamber's building (facing Kauffman Avenue).
c. Work with City to develop and implement a campaign that increases community
awareness on how to access Temple City Life online, as well as how to obtain a
printed copy.
Task 2: Information E -Newsletters
a. Prepare and distribute e -blasts to the community with the latest information on
how to navigate the COVID-19 pandemic. Frequency shall be no less than two
newsletters per week. Content shall abide by those laws and regulations
identified in Task 1.a. above.
b. Ensure that information remains current, relevant and easy to find (ex. health
guidelines, business regulations and community resources).
c. Leverage the newsletter's reach and online functions to boost the number of
subscribers by 10%.
Task 3: Business Advocate
a. Seek ways for both City and Chamber to improve communication with and
outreach to businesses, including New Member packets that contain City new
business materials.
b. Act in an ombudsman capacity for Temple City business -related inquires or
requests. Responses to all matters are to be provided in one business day.
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c. Make a best attempt to achieve resolution. Requests requiring further attention
shall be forwarded to City's City Manager, and Community Development Director
(collectively known as "City staff).
d. Communicate and market the service in collaboration with City staff, as well as
through Chamber -specific communications tools.
e. Develop and maintain a bi-weekly tracking sheet of calls, issues, provided
responses and other items. Provide a copy to City staff along with a brief
memorandum identifying trends, challenges and other information deemed
necessary.
Task 4: Seminars, Forums, and Surveys
a. Host Six (6) informational virtual seminars or as allowed in -person seminars on
topics of interest and need- especially concerning impacts created by COVID-19
and post pandemic issues -to Temple City's business and residential
communities. Seminars must be: free and open to all community members; no
more than 60 minutes in length; and held in October, November and December.
A list of proposed topics must first be approved by the City Manager. Sample
topics include business financial wellness, including business and relief
programs, regional vendor opportunities, job search resource, how to write a will,
etc.
b. Following LA County health guidelines, continue to explore opportunities for safe,
social group gatherings including, but not limited to, in person seminars,
networking mixers, new business celebrations, legislative events/forums, and
partnerships with City or member events.
c. Promote actions & events produced by regional organizations impacting the
business community, These regional entities include, but are not limited to, the
San Gabriel Valley Economic Partnership (SGVEP), the Valley Association of
Chamber Executives (VACE), the San Gabriel Valley Political Action Network
(SGVPAN), the San Gabriel Valley Legislative Coalition of Chambers (SGVLCC)
and others.
d. Pro -actively engage, or assist City efforts, to co-ordinate and deliver legislative
information important to the business community via appropriate channels
including, but not limited to, community forums, virtual seminars, information
booths, or print/digital transmission.
e. Develop and conduct a business needs survey. To be delivered to the City by
December 2023, survey shall be conducted in conjunction with City staff.
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Task 5: As -Needed Services
a. Assist City staff on other civic projects impacting the Temple City business
community. This may include, but is not limited to, events like the annual
Camellia Festival, Summer Concerts in the Park, Taste of Temple City, et al.
Develop opportunities and methods, both autonomously and with City staff, to
promote Temple City restaurants and dining experiences.
Task 6: General Services
a. Maintain weekday office hours of 11 a.m. to 5 p.m. (except on holidays); may be
adjusted by requirement of health order or pandemic conditions, in consultation
with the City Council liaison and City Manager, with formal acknowledgement to
the entire Council within seven working days of any adjustments.
b. Field public inquiries and provide business resources and referrals, as needed.
Responses must be provided within one business day.
c. Accommodate requests for correspondence and certifications including
delegation letters and certificates of origin.
Task 7: Reporting
a. Submit a quarterly report on progress made toward accomplishing each task
identified in this Scope of Service. The report shall be provided to the City
Manager, who may schedule it for formal City Council review and comment.
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EXHIBIT "B"
COMPENSATION
Consultant shall be paid $5,208.33 at the beginning of each month during the
term of this agreement.
The City will compensate Consultant for the Services performed upon
submission of a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all supplies properly charged to the Services.
C. Line items for all travel properly charged to the Services.
D. Line items for all equipment properly charged to the Services.
E. Line items for all materials properly charged to the Services.
F. 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 $62,500 as provided in
Section 4 of this Agreement.
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EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Consultant shall provide and maintain
insurance, acceptable to the City, 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 Services by Consultant, its
agents, representatives or employees. Insurance is to be placed with insurers with a
current A.M. Best's rating is an assigned policyholders' Rating of A (or higher) and
Financial Size Category Class VII (or larger).
Only the following "marked" requirements are applicable and Consultant shall provide
the following scope and limits of insurance:
1. Minimum Scope of Insurance. Coverage shall be at least as broad
as:
Commercial General Liability. Insurance Services Office form Commercial
General Liability coverage (Occurrence Form CG 0001).
Automobile Liability. Consultant shall maintain automobile insurance at least as
board as Insurance Services Office form CA 00 01 covering bodily injury and
property damage for all activities of the Consultant arising out of or in connection
with work to be performed under this Agreement, including coverage for any
owned, hired, non -owned or rented vehicles.
Workers' Compensation. Workers' Compensation Insurance (Statutory Limits)
and Employer's Liability Insurance as required by the Labor Code of State of
California covering all persons providing Services on behalf of the Consultant
and all risks to such persons under this Agreement.
Professional (Errors and Omissions) Liability. 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
insurance must be maintained for at least three (3) consecutive years following
the completion of Consultant's services or the termination of this Agreement.
During this additional three (3) year period, Consultant shall annually and upon
request of the City submit written evidence of this continuous coverage.
Consultant shall maintain professional liability insurance that covers the Services
to be performed in connection with this Agreement. Any policy inception date,
continuity date, or retroactive date must be before the effective date of this
agreement and Consultant agrees to maintain continuous coverage through a
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period of no less than three years after completion of the services required by
this agreement.
1. Minimum Limits of Insurance. Consultant shall maintain limits of
insurance no less than:
(1) Commercial General Liability. $1,000,000 per occurrence,
$2,000,000 general aggregate for bodily injury, personal injury and property damage.
(2) Automobile Liability. No less than $1,000,000 combined
single limit for each accident.
(3) Workers' Compensation. Workers' Compensation as
required by the Labor Code of the State of California of not less than $1,000,000 per
occurrence and Employer's Liability Insurance with limits of at least $1,000,000.
(4) Professional Liability. $1,000,000 per claim and in the
aggregate.
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. Commercial 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 borrowed 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 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.
C-2
(3) Requirements of specific coverage features or limits
contained in this Section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains
to a given issue and is not intended by any party or insured to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type. If the Vendor maintains higher
limits than the minimums shown above, the Agency requires and shall be entitled to
coverage for the higher limits maintained by the Vendor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be
available to the Agency.
(4) Coverage provided by the Consultant shall be primary and
any insurance or self-insurance or maintained by Agency shall not be required to
contribute to it. The limits of insurance required herein may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess
insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a primary and non-contributory basis for the benefit of Agency before the
Agency's own insurance or self-insurance shall be called upon to protect is as a named
insured.
(5) Any failure to comply with the reporting or other provisions of
the insurance policies, including breaches of warranties, shall not affect coverage
provided to City, and its respective elected and appointed officers, officials, employees
or volunteers.
3. Workers' Compensation 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 Agreement, certificates of insurance necessary to satisfy City
that the insurance provisions of this contract have been complied with. The City may
require that Consultant furnish City with copies of original endorsements effecting
coverage required by this Exhibit "C". 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
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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 of losses 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.
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