HomeMy Public PortalAboutAgreement_2015-08-05_Chamber of CommerceAGREEMENT COVER SHEET
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Type of Contract
ciconsultant Services D Professional Services D Public Works D Other: -----;----
Meeting Date of Approval (Only If Applicabl e)
~ _ &1-, 2.-o t r-
Date
Contact Information
Na m e o f Comp a ny:
Address:
Con ta ct Person: PBI&Je. Ctto\
Phon e Number:
Em a il:
Scope (Type of Project)
Term of Contract
Beginning Date
Contract Reviewed By
Contract Comp letion Date
D City Manager D Department Director
D Administrative Services Director
D City Attorney D No Changes to the Template
D Other: _____________ _
Insurance
D Additional Insured Endorsement D Cancell ation Provision D General/ Auto/Workman Comp .
Ex piration Date: Notes:
Date
CONSULTANT SERVICES AGREEMENT
By and Between
THE CITY OF TEMPLE CITY,
a municipal corporation
and
TEMPLE CITY CHAMBER OF COMMERCE
AG REEMENT FOR CO NSU LTANT SERV ICES
B ETWEEN
T HE C ITY OF TEM PLE C ITY, CALIFORN IA
AN D
TEM PLE CITY CH AM BE R O F C OMMERCE
This Agreement fo r Consultant Services ("Agreement") is ent ered into as of thi s 5th day
of Au g us t, 20 15 by and between th e C ity of TEMPLE CITY, a munici pal corpo rati on ("City")
and th e T e mpl e City Chamber of Commerce, a non-profi t organization ("Co nsultant"). City and
Consultant are sometim es hereinafter indi viduall y referred to as "P arty" and hereinafter
co ll ecti vely referred to as the "P arties ."
REC ITALS
A. City des ires to contract with Cons ultant for business pro motion and public
informati on services .
B. Purs uant to th e City of Temp le City 's Municipal Code, City has auth ority to en te r
into thi s Cons ultant Services Agreemen t and the City Manager h as authority to execute this
Ag reement.
C. The Parti es des ire to fo rmal ize th e selection of Cons ul tant for performan ce of
those services defined and describ ed parti c ularly in Section 2 of th is A greem e nt and desi re that
th e terms of th at performance be as particularl y defined and describ ed herein .
OPERATIVE PRO V IS IONS
OW, THEREFORE, in co ns id eration of th e mutual promi ses an d covenants made by
the Parti es and contained here an d o th e r co ns ideration, the value and adequacy of w hi ch are
he re by acknowledged, the parties agree as fo ll ows :
SECTIO N 1. T ERM O F AG REEMENT.
Subj ect to the pro visions of Secti on 20 "Termination of Agreement" of thi s Agreement,
the scope of services set fort h in Ex h ibit "A" "Scope of Servic es" shall be comp let ed p ursuant to
t he schedul e s pecified in Exhibit "A." Sho uld th e scope of serv ic es not be co mpl eted purs uan t to
that schedul e, the Consultant s hall be dee med to be in Default of thi s Agreement p ursuant to
Sect ion 2 1 of thi s Ag reement . The C ity , in its so le di scret ion , may choose not to enforce th e
D efa ul t provisio ns of thi s Agreement and may instead al low Consultant to co ntinue performing
th e scope of services unti l s uch services are co mpl ete.
SECTIO 2. SC O PE OF SERV ICES.
Cons ultant agrees to perform the services set forth in Exhibit "A" "Scope of Services"
and mad e a part of this Agreement.
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SECTION 3. ADD ITIONAL SERV ICES.
Consultant shall not be compensated for any s ervices rendered in connection with its
performance of thi s Agreement which are in addition to o r outside of those set forth in thi s
Agreement or listed in Exhibit "A " "Scope of Serv ices," unless such add itional services are
authorized in advance and in writing by the City Council or City Manager of City. Consultant
shall be compensated for any s uch additional s ervices in the a mounts and in th e manner agreed to
by the City Counci l or City Manager.
SECTION 4. COMPENSATION AND METHOD OF PAYMENT.
(a) Subject to any limitations set forth in thi s Agreement, City agrees to pay
Consultant the amounts s pecifi ed in Exhibit "B " "Compensation" and made a part of thi s
Agreement. The total compensation, including reimbursement for actual expenses, s haJI not
exceed seventy thousand dollars ($70,000), unl ess additional compensation is approved in
writing by the City Counci l or City Manager.
(b) Each month Cons ultant shal l furnish to City an odgin al in voice for all work
performed and ex penses incurred during t h e precedin g month . The in voice s hall detail charges
by the following categories: labor (by s ub-category), travel, material s, equipment, su pplies, and
s ub-cons ultant contracts. Sub-consultant charges shall be detai led by the fo ll owing categories :
labor, travel, materials, equipment and s upplies . City shall independently review each invoice
s ubmitted by the Consul tant to determine whether the work performed and expenses incurred are
in compliance with the provis ions of this Agreement. In the event that no charges or expenses
are disputed, the invoice shal l be approved and paid according to the terms set forth in s ub section
(c). In the event any charges or expenses are di s puted by City, th e original in voice shall b e
returned by City to Consultant for correction and resubmission .
(c) Except as to any charges for work performed or expenses in c urred by Consultant
which are disputed by City, City will use it s best efforts to cause Consu ltant to be paid within
forty-fi ve ( 45) days of receipt of Consultant's correct and undi sputed in voice .
(d) Payment to Consu ltant for work performed pursuant to thi s Agreement shal l not
be deemed to waive any defects in work performed by Consultant.
SECTION 5 . TNSPECfiON AND FINAL ACCEPTANCE.
City may inspect and accept or reject any of Consultant's work under thi s Agreement,
either during performance or when completed. City shal l rej ect or finally accept Consultant's
work within s ixty (60) days after s ubmitted to City . City shall reject work by a timely written
explanation, otherwise Consultant's work s hal l be deeme d to have been accepted . City 's
acceptance shal l be conclusi ve as to s uch work except with respect to latent defects, fraud and
s uch 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 thi s Agreement including, but not limited to ,
sections 16 and 17, pertaining to indemnification and in s urance, respectivel y .
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SECTION 6. OW NERSHIP OF DOCUMENTS.
All original maps , models, designs, drawin gs, photographs, studies, surveys, reports , data,
notes, computer files , file s and other documents prepared , developed o r di scovered by Consultant
in th e course of providing an y services pursuant to thi s Agreement shall become the sole property
of City and may be used , reused or otherwise di sposed of by City without the permi ss ion of the
Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall tum
over to City all s uch original maps , model s, des ign s , drawing s, photographs, studies, s urveys,
reports , data, notes , computer fi les , files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any
maps, models , de signs, drawings , photographs, studies, surveys, reports, data, notes, computer
files , fi les 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 re lated
to Standard of Performance and found in Section 9 of thi s Agreement shall not extend to such
use of the map s, models, designs , drawings , photographs, studi es, surveys, reports, data, notes,
computer fi les, 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 services purs uant to thi s Agreement. Consultant s hall
maintain any and all ledgers, books of account , invoices, vouchers, canceled checks, or other
documents o r records evidencing or relating to work , services, expenditures and disbursements
charged to City pursuant to thi s Agreement. Any and all s uch documents or records shall be
maintained in accordance with generally accepted accounting principl es and shal l be suffi ciently
compl ete and detailed so as to permit an accurate evaluati on of the services provided by
Consultant purs uant to thi s Agreement. Any and all s uch documents or records s hall be
maintained for three years from the date of execution of thi s 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 thi s
section shal l 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 s uch documents
or records shall be provided directl y to the City for in s pection, audit and copying when it is
practical to do so ; otherwi se, unless an alternative is mutually agreed upon, such documents and
records shall be made avai lab le at Consu ltant 's address indicated for receipt of notices in this
Agreement.
(c) Where City has reaso n to believe that any of the documents or records required to
be maintained purs uant to this section may be lost or di scarded due to di sso lution or termination
of Consultant's business , City may, by written request, require that custody of s uch documents or
records be given to the City and that s uch documents and record s be maintained by th e req uestin g
party. Access to s uch documents and records shall be granted to City, as well as to its
s uccessors-in-interest and authorized representatives .
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SECTION 8. STATUS OF CONSULTANT.
(a) Cons ultant is and shall at all rimes r emain a w holly independent contractor and
not an officer, emp loyee or agent of City. Consultant shall have no authority to bind City in any
manner, nor to incur any obl igation , debt or li abi lity of any kind on behalf of or against City,
whether by contract or otherwise, unless such authority is expressly conferred unde r thi s
AGREEMENT or is o th erwise express ly conferred in writing by City.
(b) The personnel performing the services under thi s Agreement on behalf of
Consultant s hall at all times be under Cons ult an t 's exclus ive direction and control. Neither City,
nor any elected or ap pointed boards, officers, officials, emp loyees or agents of City, shal l have
co ntro l over the conduc t of Con s ultant or any of Consultant's officers, employees, or agen t s
except as set forth in thi s Agreement. Cons ultan t s h all not at a ny t im e or in any manner represent
that Consultant or any of Consultant's officers, e mployees, or age nts are in any manner officials,
officers, employees or agents of City.
(c) Neither Consu ltant, nor any of Consultant's officers, e mployees or agents, s hall
obtain any rights to retirement, health care or any other benefits which may o therwise accrue to
City 's employees. Consu ltant ex press ly waives any claim ConsuJ tant may have to any such
righ t s .
SECTION 9. STANDARD OF PERFORMA NCE.
Consult ant represents and warran ts that it h as the qualifications, experience and facilities
necessary to properly perform th e services required under thi s Agreement in a thorough ,
co mp etent and professio na l manner. Consult ant s ha l l at al l times faithfu ll y, competently and to
th e best of it s abil ity, experience and tal en t , perform all serv ices described herein . In meeting its
obli gations under thi s Agreement, Cons ultant shall employ, at a min im um , generally accepted
standards and practices ut ilized by persons engaged in provi ding services similar to those
required of ConsuJ tant under thi s Agreement .
If and to the ext ent that City utilizes for any purpose not re lated to thi s Agreement any
map s, model s, de s ig ns , drawings, photographs , studies, surveys, repo rts, data, notes, computer
fi les, files or other d ocum ent s prepared, developed or di scovered by Consu ltant in the course of
providing any services pursuant to this Agreement, Consultant's g uarantees and warranties
related to Standard of Performance sh al l not extend to such use of th e maps, model s , designs,
drawings, photograph s, s tudies , s urveys, reports, data, notes, computer fi les, files or other
documents.
SECTION 10. COMPLIANCE WITH A PPLI CA BLE LAWS; PERMITS AN D
LI CENSES.
Consultant s hall keep itself informed of and comply with all appli cable fede ra l, state and
local laws, statutes, codes , ordinances, regul ati ons and rules i n effect d urin g the term of thi s
Agreement. Consul tan t s hall obtain any and a ll licen ses, permits and authorizations necess ary to
perform the services set forth in thi s Agreeme nt. either City, nor any e lected o r appoi nted
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boards, officers, officials, employees or agents of City, s hall be liabl e, at law or in eq uity, as a
res ult of any fai lure of Cons ult ant to comp ly with this section .
SECTION 11. PREVAILING WAGE LAWS
It is th e understanding of City and Cons ultant that Cal iforn ia prev ailing wage laws do not
a ppl y to thi s Agreement because the Agree ment does not involve any of th e fo ll owing servi ces
subj ect to prevail in g wage rates purs uant to the Californi a Labor Code or regul ations
promul gated th ereunder: Constm cti o n, alte ration , de molition, ins tallation , or repair work
performed o n p ubli c buildings, facilities , streets or sewers don e unde r contract and paid for in
who le or in part out of publ ic fund s . In thi s context, "con structi o n" includes work performed
during th e des ign and pr econ stru ction phases of co nstruction including , but not lim it ed to ,
ins pect ion an d land s urveying work.
SECTION 12 . NONDISCRIMINATION.
Consultant shall not di scriminate, in any way , against an y pe rson on the basis of race,
co lo r, religious creed, nation a l ori gi n, ances try, sex, age, phys ical handicap, medical condition or
marital status in connection wi th o r re lat ed to th e performance of thi s Agree m ent.
SECTION 13 . UNAUTHORIZED ALIENS.
Cons ultant hereb y promi ses and agrees to comply wi th all of th e provisions of th e Federal
Immigration and Nationality Act , 8 U.S .C.A. §§ 1101 , et ~.,as amended, and in connection
th e rewi th , s hall not employ unauthori zed aliens as defi ned therein . Sho ul d Consultant so e mploy
s uch un a uthori zed aliens fo r th e performance of wo rk and/or serv ices co vered by thi s Agreement,
and should th e any li abili ty o r sanctions be imposed agai nst City for s uch use of unauth o rized
aliens, Cons ultant he reby agrees to and shal l reimburse City for th e cost of all such liabi liti es or
sanctions imposed , togeth er 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 pri ncipal of its firm , has or
shall acquire any interest , directly o r indirectly, which would conflict in any manner with the
interes ts of City or w hich would in any way hinde r Cons ultant's performance of services unde r
this Agreement. Con s ultant further covenants that in th e performance of this Agreement, no
person havin g an y s uch interest sh all be emp loyed by it as an officer, emp lo yee, agent or
s ubcontractor without th e express written con sent of th e City Man ager. Con s ultant agrees to at al l
times avoid conflicts of interest o r the appearance of an y conflicts of interest with th e interests of
C ity in the perfo rmanc e of thi s Ag reement.
(b) City und erstands and acknowledges th at Co ns ultant is, as of th e date of execution
of thi s Ag reement, independentl y involved in the performance of non-related services for other
gove rnm ental age nci es and pri v ate parties. Consultant is unaware of an y stated po sition o f City
relative to s uch proj ect s . Any future positi on of City on s uch proj ect s shal l not be consi dere d a
confl ict of in teres t for purposes of thi s section .
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(c ) C ity unde rs tands an d ackno w led ges th at Cons ultan t will , perfo rm non -re lated
se rvices for o th e r g ove rnm enta l ag encies an d private parties followin g th e comp letion of the
sco p e o f wo rk und e r thi s Agreement . An y s uc h f uture s erv ice sha ll no t be cons id ered a confl ict
of inte res t for p urposes of thi s s ection .
SECTION 15. CONF ID ENT IAL INFORMATION; RELEASE OF INFORMATION .
(a) All informatio n gain e d or work pro du ct produced by Con s ultant in perfo rm ance o f
th is Agreement s hall be cons id ered confid e nti a l, un less s uch information is in th e p ub lic do mai n
o r a lread y kn o wn to Cons ultant. Cons ultant shall not release o r dj scl o se an y s uc h in formation o r
work pro du ct to p e rson s o r enti ti es o th er than C ity wi tho ut prio r wri tten autho ri za ti o n f ro m th e
C ity M anag er, except as m ay be req u ired by law.
(b) Cons ultant, its officers, empl oyees, agents or s ubcontractors, s h a ll not, witho ut
pri o r writte n a uth o ri zati o n fro m th e C ity Man ag er or unl ess requ est ed by th e City Attorney of
C ity , vo luntari ly pro vid e d e cl arati o ns , lette rs of s u pport , testimo ny at d epos iti o ns, respon se to
inte rrogato ri es o r oth er informatio n co ncerning th e wo rk performed under thi s Ag reement.
R es po nse to a s ubpoena or co urt o rd e r sha ll not b e co n s id e red "vo lun tary" p rov id ed Cons ultan t
g ives C ity no tice o f s uch co urt o rd er o r s ubpoen a .
(c) If Cons ultant , o r any office r, e mp loyee, agent o r s ub cont ractor of Cons ul tan t ,
p ro v ides an y information or w ork pro duct in v io l ati o n o f thi s Ag r eement, then C ity shall have the
right to re im burs em ent an d ind e mni ty from Cons ultant for an y d a mag es , costs an d fees,
including atto rn eys fees, caus ed by or in c urre d as a res ult o f Cons ul tan t 's con d uc t.
(d) Cons ultant shall prom ptl y no ti fy City s ho uld C o ns ultan t, its officers , emp lo yees,
agents o r s ub contractors be s erved with any s ummo ns, co mpl ai nt , s ubpoena, no tice of de pos itio n,
re quest for d ocume nts, inte rro g ato ri es, requ es t fo r a dm is sio ns o r o th er di scovery request , co u rt
o rd e r o r s ubpoen a f rom an y p arty reg ardin g thi s Agreeme nt and th e work performe d thereunder.
C ity retain s th e ri ght , b ut has no o bli g ati o n, to re present Cons ul t an t or be p resent at an y
d e po s it ion , hearin g o r si mil a r proceedin g. Cons ultant agrees to cooperate f ull y wi t h C ity and to
provid e City wi th the o ppo rtun ity to review any res po ns e t o di s covery requ ests pro vided by
C ons ult an t . However, thi s ri g h t to review an y s uch res pons e does no t im ply o r mean the right by
C ity to contro l, dire ct, or rewrite s aid res pon se .
SECTION 16. INDEMNIFICATION.
(a) Ind e mnifi ca ti o n f o r Prof ess io nal L iabili ty . Wh e re the law establ is hes a
profess ional s tan d ard of care for Cons ultan t 's Services, to t he full es t e x tent perm itte d by law,
Cons ul tan t shall ind emn ify , pro tect, def e n d and ho ld ha rml ess City and any and a ll o f it s
o ffi c ial s , employees and ag ents ("In demnifi ed P art ies ") f rom and ag ai ns t an y and all losses,
li abi litie s, damag es , co s ts and e xpe nses, includ in g atto rn ey's fees and cos ts to th e ext ent same are
ca used in who le or in p a rt by any negli g ent o r wrongful act, error or o mission of Co ns ultant, its
o ffi cers, agen ts, employees or s u b-cons ultan t s (or an y en tity o r indi v id ual th a t Cons ul tan t shall
bear the leg a l liabi li ty the reof) in th e perfo rm ance of p rofess ion al s ervices und e r thi s Ag reement.
(b) Indemnifi cat io n for Othe r th an P rofe ss io nal L iab il ity . Ot her than in the
perfo rm ance of professiona l s ervices an d to th e f ull extent perm itted by la w, Consu ltant shall
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ind emnify, protect, defend and hold harm less City, an d any and all of its employees, officials and
agents from and again st any liabili ty (including liability for claims, sujts, action s, arbitration
proceedings, admi ni strati ve proceedjngs, regulatory proceedjngs, losses, expenses or costs of any
kind, whether actual , alle ged or threatened, including attorneys fees and costs, court costs,
inter es t, defense costs, and expert witness fees), w here the san1e arise out of, are a consequ ence
of, o r are in any way attributable to, in whole o r in part, th e pe rfo rman ce of thi s Agreement by
Cons ultant or by any ind ividual or entity for which Con s ultant is legall y li able, includjng but not
limited to officers, agents , empl oyees o r s ub-co ntr ac tors of Consultant.
(c) General Indemnificati on Provis ion s. Cons ultant agrees to obtain exec uted
inde mn ity Agreem ents with provisions identi cal to those set forth h ere in thi s secti on fro m each
and every s ub-co ntractor or any other person or enti ty in vo l ve d by, for, w ith or on behalf of
Consultant in th e performance of this Agreement. In th e event Consult ant fails t o obt ain s uch
indemnity obli gations f rom others as requ ire d h e re , Consultant agrees to be fully respon sibl e
acco rdin g to th e t erms of thi s section . Fai lure of C ity to monitor co mpl ianc e with th ese
requirements i mpo ses no addjti onal obli gation s on City and will in no way act as a waiver of any
ri ghts hereunder. Thi s obligation to indemnify and defend City as set forth here is binding on th e
s ucc esso rs, assigns or hei rs of Cons ultant and shall s urv ive the te rminati o n of thi s Agreement or
thi s sec t ion .
(d) Limitation of Indemni ficati on. Notwi th standin g any provision of thi s Section 16
[Ind emnificatio n] to th e contrary, design professional s are required to defend and indemnify the
City onl y to th e extent pe rm itted by C ivil Code Section 278 2.8 , which limits th e liability of a
design profess ional to claims, s uits, actions, a rbitrati on proceedings, admini strati ve p roceedings,
regul atory proceedings, losses, expenses or co sts that arise out of, pertain to, or relate to th e
negli gence, reck lessness, or wi llful mjsconduct of th e design profess ional . The term "design
professional ," as defin ed in Section 2782.8 , is limjte d to licen sed arch itect s, li censed land scape
arc rutects, regi st e re d professional engineers, professional land s urveyo rs , and the business
entities th at offe r such services in accordance wi th th e applica bl e prov ision s of th e California
Bus in ess and Profess ions Code .
(e) The provision s of this section do not app ly to claims o ccurring as a re s ult of City 's
so le negl igence. Th e provis ions of thi s section sh al l not release C ity fro m li ability ari s ing from
gro ss negli gence or will f ul acts o r o m ission s of C ity or any and al l of its officials, em pl oyees and
agents .
SECTION 17. INSURANCE.
Consu ltant agrees to obtain and maintai n in f ull force and effect durin g the t erm of thi s
Agreement th e in s urance poli cies set forth in Exhibit "C" "Ins urance" and made a part of thi s
Ag reement. All in s uranc e policies shall be subj ect to approv al by C ity as to form and content.
These requirem e nts are s ubj ect to amendment or waiver if so app ro ve d in writing by the C ity
Manager. Consultant agrees to provide C ity wi th copies of requi red policies upon request.
SECTION 18. ASSIGNMENT.
The expe rti se and experien ce of Cons ultant are material co n siderati ons fo r thi s
Agreement. C ity h as an interest in the quali fi cati o n s of and capabi lity of th e persons an d en titi es
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who wi ll f ulfi ll the duties and ob li g ations imposed upon Cons ultant under th is Agreement. In
recogn iti on of th at interest , Consultant shall not assign or t ran sfer thi s Agreement or any portion
of thi s Agreem ent or th e p erformance of any of Consultant 's duti es or obl igation s under thi s
Agreement without the prior written consent of th e City Counci L A ny attempted assignmen t
sh a ll be in e ffec t ive, null and voi d , and shall cons titu te a material breach of th is Agreement
entitl ing City to an y and al l remedies at law o r in e quity, including s ummary term ination of thi s
Agreement. City acknowl ed ges, however, that Cons ultant, in th e performance of it s d uties
purs uant to t hi s Agreement, may utili ze s ub contracto rs .
SECTIO N 19. CONTIN U ITY OF PER SONNEL.
Cons ultant shall make every reasonabl e effort to maintain the st ability and con t inuity of
Cons ultant 's s taff and s ub contractors, if an y, ass ign ed to perform the services requi red under thi s
Agreement. Cons ultant sh all no ti fy City of any changes in Con s ultant's staff and s ubcontractors,
if any, assigned to perform the services requ i red unde r thi s Ag reement , prior to and during any
s uch performance.
SECTION 20. TERMINATION OF AGREEMENT.
(a) City may t em1i nate thi s Agreem ent, with or wi thout cause, at any tim e by giving
thirty (30) days written notice of t ennination to Con s ultant. In the event s uch notice is given,
Cons ul tant sha ll cease immedi ately a ll work in prog ress.
(b) Cons ultant may t e rminate thi s A g reement for cause at an y time up on thi rty (30)
days written notice of terminati on to City .
(c) If e ith e r Consultant o r C ity fa il to perform any material obli gation unde r thi s
Ag reement, then, in addition to an y o th e r remedies , either Consultant, or City may terminate thi s
Ag reement immediately upon written notice.
(d) Upon t ermination of thi s A greem e nt by e ither Consultant o r C ity , all property
belong in g exclus ively to C ity which is in Cons ultan t's possession s h all be returned to C ity.
Cons ultan t shall f urni s h to C ity a final invoice for wo rk performed an d expenses in curred by
Cons ultant, pre pare d as set forth in Secti on 4 of th is Agreement. Thi s final in vo ic e s hall be
reviewed and pai d in the same manne r as set forth in S ection 4 of thi s Ag reement.
SECTIO N 2 1. DEFAULT.
ln th e event that Cons ultant is in default under th e te rm s of thi s A greem e n t, the C ity shall
no t have any obligation or duty to continue compensating Consul tan t for an y work perform ed
afte r th e date of default. In s tead, th e C ity m ay g ive notice to Consultant of th e d efaul t and the
reasons for the defau lt. Th e notice shall include th e timeframe in which Cons ultant m ay cure the
de fault. Thi s timeframe is presumptive ly t hirty (30) days , but may be extend ed , though not
redu ced, if circumstances warran t. During the period of time that Consultant is in d efault , the
C ity s h all hold all invoices and s hall , whe n th e d efault is c ured, p roceed with payment o n th e
invoices . In th e a lt e rnati ve, th e City m ay, in its sole discretion , elect to pay so me or al l of th e
o utstanding in vo ices dur ing the period of default. If Cons ul tant does no t c ur e th e default, the
C ity may tak e necessary st eps to te rm in ate thi s Ag reement unde r S ection 20. Any fail ure on the
- 8 -
part of the C ity to give notice of the Co ns ul tant's default sh all not be deem ed t o res ult in a waiver
of the City 's legal righ ts or any rights aris in g o ut of any provision of this Agree ment.
SECTION 22. EXCU SABLE DELAYS.
Cons ult an t s h aJI n ot be liab le fo r damages , including liqu idated d a mages , if any, caused
by delay in performance or fai lure to pe rfo rm due t o causes beyond th e co ntro l of Consul tan t.
S uch causes include, bu t are not limited t o, acts of God , acts of th e p ubli c enemy, act s offedera l,
state or local governments, act s of City , co urt o rd ers, fi res, floods , e pide mi cs, stri kes , e mbargoes,
an d unus ual ly severe weath er. The t erm and price of th is Ag reemen t sha ll be e qui tab ly adjust ed
f o r any delays due to s uch causes .
SECTION 23. COOPERATION BY CITY.
A ll p ubli c informati o n, data, repo rt s, records , and m aps as are ex istin g and avai lab le to
C ity as p ub li c records, and which are necessary for carryi ng out the work as o ut lined in th e
Exhibit "A" "Scope of Services ," shall be furni shed to Cons ultant i n every reasona ble way to
f ac il itate, wi thout undu e de lay, th e work to be performed un de r thj s Agreemen t.
SECTION 24 . NOTICES.
A ll not ices required or permitted t o be given un der thi s Agree ment sha ll be in writi ng and
sh all be perso n a ll y de li vered, or sent by te lecopier or certi fi e d mail , post age pre paid and return
rece ipt requested , addressed as fo ll ows:
To City:
To Co ns ultant:
City of T em p le City
Attn : City Manager
970 1 L as Tunas Dr.
Templ e C ity , CA 9 1780
T empl e C ity Chambe r of Commerce
Attn : CEO/P resident
9050 Las Tunas D r.
Temp le C ity , CA 9 1780
Notice s hall be deemed effective on th e date perso nall y del ivered or transmi tted by
facs imi le or, if mai led , th ree (3) days afte r deposi t of the same in the cus tody o f th e U njt ed States
P ostal Service.
S ECTION 25. AUTHORJTY TO EXECUTE.
The pe rso n o r persons execut ing thi s Agreement on behal f of Cons ul tant represents an d
warrants that h e/sh e/they h as/have the a uth ority to so execute thi s Ag reem ent and to bind
Cons ultant to th e perfor mance of its o bli g ati ons hereunder.
-9 -
SECTIO N 2 6. AD M IN ISTRAT IO N AN D IM P LEMENTATION.
This Agreemen t s hall be ad min ist ered and execut ed by the City Manager or hi s or her
d esignated representative, fo llowing approval of thi s Agreement by th e C ity Co uncil. The C ity
Manager shall ha ve the a uthori ty to issue interpretati ons and to m a ke minor amendments to thi s
Ag reem e nt on behalf of th e City so lo ng as s uch actions do not materiall y change th e Ag reement
or mak e a commitment of additiona l fun d s of th e City. A ll o th er changes, modifi catio ns , and
amendments s h a ll req uir e the p rior approva l of th e C ity Counci l.
SECTIO N 2 7 . B IN D ING EFFECT.
Thi s Agreement s hall be binding upon th e heirs, executors, admini s trators, s uccessors and
ass igns of the parties.
SECT IO N 2 8. MODI FICATIO N O F AG R EEMENT.
No amendment to or modj fic ation of thi s Ag ree ment s hal l be val id unless made in writing
and a ppro ve d by the Cons u ltant and by the City Council. The parties agree that th is requirement
for written mo difications cannot be waived and th a t any attempted waiver shal l be void.
SECT IO N 2 9. W A IV ER.
Waiver by any party to th is Ag reem ent o f an y te rm, condition , o r co venant of this
Agreement sh al l not con stitute a waiver of any other te rm , condition , or covenant. Wai ver by
any p arty o f any breach of th e provisions o f thi s Agree ment s hall not constitute a waiver of an y
oth er prov ision nor a waiver of any s ubsequ ent breach o r violation of any provision of thi s
Ag reement. Acceptance by City of any work o r services by Cons ultant s hal l not constitut e a
waiver of any of the p ro v is ion s of thi s Agreement.
SECT IO N 30. LAW T O G OVE RN; VENUE.
This Agreement s hal l be interpreted , cons tru ed and g ove rn ed acco rdin g to the laws of the
State of Californi a . ln the event of liti g ati on between th e parties, ven ue in state t rial co urts shall
lie exclus ively in t he County of Los A ngeles , Cal ifo rnia . ln the event of litigati o n in a U.S.
D istrict Court , venue sha ll li e exclus ively in the Centr al Di st rict of California, in Los An geles.
SECTIO N 31. ATTO RNEYS FEES , C O STS AN D EXPENSES.
ln th e event liti gation o r other proceeding is req uired to enforce or interp ret any provision
of thi s Ag reement, the prevailing party in s uch liti gation or other proceeding s h a ll be en titl ed to
an award of reaso nable a tto rn ey's f ees, costs and ex penses, in addition to any o th er re li ef to
wh ich it may be entitled.
SECT IO 3 2 . ENTIR E AG R EEMENT.
Thi s Agreement, includ ing the attach ed Exhibits "A" th rough "C", is th e enti re, complete,
final and excl us ive express io n of th e parties wi th respect to the matte rs ad d ressed th erei n and
s up e rsedes al l other Agreements o r unde rs tandin gs, wheth er o ral o r written , or e ntered into
-I 0-
between Consultant and City prior to the execution of this Agreement. No statements,
re presentations or other Agreements, wheth e r oral o r written , made by an y party which are not
e mbodi ed h e rein shall be valid and binding. No ame ndment to thi s Agreement shall be valid and
binding unl ess in writing dul y executed by the parties or their authorized representatives.
SECTION 33. SEVERABILITY.
If any term, condition or covenant of thi s Agreement is declare d or detem1in ed by any
court of competent juris diction to be invalid, vo id or unenforceabl e, th e remaining provisions of
thi s Agreement shall not be affected thereby and _th e Agreement shall be read and construed
without the invalid , void or w1enforceabl e prov ision(s).
IN WITNESS WHEREOF, the par·ties her·eto have executed thi s Agr·eement on the date
and year· first-a bove wl'itten.
ATTEST:
C ity Clerk
APPROVED AS TO FORM
By dkJ?
Eric S . Vail
City Attorney
-11 -
CITY OF TEMPLE CITY
By: ___ ~:::._ _____ _
Bryan Cook
City Manager
CONSULTANT
NOTE: CONSULTA T'S S IGNATURES SHALL BE DULY NOTARIZED , AND
APPROPRIATE ATTESTATIONS S HALL BE lNCLUDED 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
A notary public or other officer co mpleting this certificate verifies only the id entity of the ind ividual who
signed the document, to which this certificate i s attached, and not the truthfulness, accura cy, or validity
of that document.
State of California }
County of Los Angele s
before me, ~6 ~ Ku.o Noft;t ''J P~l t'(_,_
(j;ert Na m e of Noto/y Public and Title}
'/Ltll05hl k C .bo -~ and &I u ned t-k; a.fl@ 1\J AJ9 Chen,
On fJ / I 2.--/·z,.o I 'S
perso nally appeared tfAey
Place No tary Seal Above
who proved to me on the basis of satisfactory evid e nce
to be the person(s} whose name(s} is/are subscribed to
the within instrument and ack nowledged to me that
he/she/they executed the same in hi s/her/their
authoriz ed capac ity(ie s}, and that by his/her/their
signature(s} on the instrument the person(s}, or the
entit y upon behalf of which the perso n(s} acted,
executed the instrument.
I ce rt ify under PENALTY OF PERJURY under the laws of
the State of California that the foregoing paragraph is
true and correct.
WITNESS my ha
---------------------------OPTIONAL ---------------------------
Though the information is not require d by law, it may prove valuable to persons relying on the document and co uld
prevent fra udulent removal and r eattachment of this form to another document.
Description of Attached Document
Title of Type of Docur::nt: tu>swf7ull-L)entrCls ~ Yeunb.J= D o cumentDate :~8LWU+L~tJ~~~~~L-~~~~~~~~~~~--Number of Pa ges: ~'~"=------------
Signer(s) Other Than Named Above: _ ___.1\J~/r---c:-kL..-______________________ ~~~~---------------
Capacity(ies) Claimed by Signer(s)
Signe r's Name: -------------------------
0 I ndividual
0 Corporate Officer -Title(s): ____________ _
0 Partne r 0 Lim ited 0 Gene ral
0 Attorney in Fact
0 Trustee
0 Guard ia n or Conservator
0 Othe r : _______________ _
Signer i s Represe nting: ____ _
Sig ne r's Name: __________________________ _
0 Individual
0 Corporate Officer-Title (s): _____________ _
0 Partner 0 Limi ted 0 Genera l
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other: _________________ _
Si gner is Representing: _______ _
EXHIBIT "A"
SCOPE OF SERVICES
Cons ul tant wi ll perform th e f o ll owi ng se rv ic es:
T ASK 1:
TASK 2 :
TASK 3 :
TASK 4 :
Publi sh the mo nthl y Templ e C ity Li fe n ewspape r, and co ntinu e o nline ad s and e-
bl ast s for me mbers . Update the mo nthly Bus in ess Directo ry .
Con s ultant wi ll e n s ure that a ll m ass mai lin gs are publi sh e d and di stri b ut ed in
accordance with restri c tion s o f Government C ode Section 8900 1, Cal. Co d e of
Regs. 18 9 0 l , and an y oth er appli cabl e la ws and regulati o ns .
Promote g ood bus in ess re lation s within T e mpl e C ity by attending , partic ip atin g
in , or holding th e fo ll o win g events or in itiati ves.
Chamber N et wo rking
Grand Ope ni ngs
We lc ome Baske ts
Edu ca ti o nal Se mi nars
Ho ld qua rterl y Chamber mi xe rs for local busi nesses.
Attend and pro mo te th e o pening o f new busin esse s (a s need ed based on
ne w bus iness o penings in Temple City).
Contin ue the pro gram to s imultaneou sly welcome new b usinesses-and
pro mo te c urre nt member busi nesses and o rga nizati ons-\\~th the
deli very o f a we lcome basket conta ini ng info rma ti o n and prom otional
items .
!lost informat iona l semin a rs o n subjects o f inte rest to the busi ness
commu nity (as need ed based on reques t of member s an d developers in
the community).
E ng ag e in regional di scussio n of e conomic Issues of impo rtance to City and
surrounding regi on.
Re gional Outreach Part ic ipa ti o n in : Va lley Assoc iati on of C hambe r Executives: and
ne ighbori ng San Gabriel Va ll ey c ities' cha mber mi xers and e vents .
Fie ld publi c in q u iri es, and prov id e reso urces to bus in ess own e rs .
B usiness Li ai so n
B usiness F ac ili ta tor
B usiness Awareness
Co mm unica te \\i th existing and p rospecti ve b us in esses. Provide
b us iness referra ls and reso urces.
Explore lead s from entrepreneurs. businesses a nd deve lopers for the
esta bli shmen t o f new bus ine sse s in Temp le City ; forward to City
Mana ge r's o ffi ce lor fo ll ow-up.
So lici t local businesses to join co mm unity programs in assoc iation with
City initi ati ves and the Los J\ngcl cs County Sheri ff's Depa rtment.
~-~
TASK 5:
TASK 6:
Community Inquiries
Corres pondence
F ield commWli ty calls for available resources and prog rams. An swer
questions on business opportunities, investment opportllilities and
mw1icipal services. Advi se C ity and commwlity gro ups as requested.
P rovide delega ti on letters and certificates of origin upon request.
Consulta nt shall be the exclusive provider of delegation le tters and
certifi cates o f origin for C ity and shall not charge rec ipients fo r such
letters and certi ficates .
Assist City on civic projects im pacting the busi ness community s uch as, but not
limited to , th e Las Tunas Safety Enhancement and Beautification Project and th e
General Plan U pdate.
Seek new ideas and innovati ve ways to promote bu siness members and enhance
th e image of Consul tant in the community and greater San Gabriel Valley a rea .
D emonstrate a leadership role in th e promotion of bus in ess members ' proj ects
through business trip s, trade mi ss ion s and pub li c appearances.
Consultant shal l provide City Manager with profess ionally written quarterly reports at least 10
days prior to the fo ll owing regularly scheduled City Council meetings: October 20, 2015 ; January
19, 201 6; Apri l 19, 201 6; and July 19, 2016 . Th e reports s hall document acti vities performed by
Consultant durin g the reporting period usin g thi s Scope of Services as a reportin g template.
Consultant shall also avai I a representative to provide a presentation of report hi g hli ghts at the
aforementioned City Council me eti ngs.
This Scope of Service includin g task s, work products and personnel, are su bject to change by
mutual Agreement. In th e ab sence of mutual Agreement regarding the need to change any
aspects of performance, Consultant shall comply with th e Scope of Service as indicated above.
Completion of the Scope of Service shal l be June 30, 2016, at which time thi s Agreement is
terminated.
EXHIBIT "B"
COMPENSATION
Consultant s hall be paid $5 ,833 .33 at the beginnin g of each month of the t e rm of this agreement.
The City will compensate Consultant for the Services perfo rm ed upon su bmi ssion of a val id
invoice. Each invoice is to include :
Line items for al l personnel describing the work performed, th e number of hours wo rked , and
the hourl y 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 th e Services.
Line items for all materials properly charged to the Services.
Line items for all subcontractor labor, supplies, equipment, material s , and trave l properl y
charged to the Services .
Th e total compensation for the Services shal l not exceed $70,000 as pro v ided in Section 4 of thi s
Agreement.
EXHIBIT "C"
INSURANCE
A. Insurance Requirements. Cons ultant shall pro vide and maintain insurance,
acceptabl e to th e City Manager or City Counsel, in full force and effect th rougho ut th e term of
th is Agreement, again st claims for inj uri es to persons or dama ges to property w hi ch may arise
from or in connection with the performan ce of the work hereunder by Consul tant, its agen ts ,
represent atives or emp loyees. Insurance is to be placed with insure rs wi th a c urrent A.M. B es t's
ratin g of no l ess than A :Vll. Consultant shall pro vi de th e fo ll owing sco pe and limits of
ms urance :
1. Minimum Scope of In surance. Coverage shall be at least as b road as:
(l ) In s urance Services Office form Commercial General Liabi li ty
coverage (Occurrence Form CG 0001 ).
(2) In surance Servic es Office form number CA 0001 (Ed. 1/87)
covering Automobile Liabi li ty, including code 1 "any auto" and endorsement CA 0025 , or
eq ui valent forms s ubject to the wri tten approval of th e City.
(3) Workers' Compensation insurance as required by the Labor Code
of St ate of Californi a and Employer's L iabil ity insurance and covering all persons provi d ing
service s on behalf of the Consultant and all risk s to s uch persons under thi s Agreement.
(4) Professional liability in surance appropriate to th e Consultant's
profession . This coverage may be written on a "claims made" basis , and must include coverage
for contractual liab ili ty. The professional liability insurance required by thi s Agreement must be
endorsed to be app li cabl e to claims based up on, arising out of or rel ated to services performed
under thi s Agreement. The insurance must be maintained for at least 3 consecutive years
fo ll owing the completion of Consultant's services or the termination of thi s Agreement. During
thi s additional 3-year period, Consultant shall annual ly and up on request of the City submit
written evidence of thi s continuous coverage .
2 . Minimum Limits of Ins urance. Consu ltant sh all maintain limits of
insurance no less than :
(1) General Liabi li ty : $1,000,000 general aggregate for bodil y injury,
pers onal injury and property damage.
(2) Automobile Liability: $1,000,000 per accident for bodil y injury
and property damage. A combined si ngle limit policy with aggregat e li mits in an amount of not
less than $2,000,000 shall be considered equivalent to the sai d required minimum li mits set forth
above.
(3) Workers' Co mp ens ation and E mpl oyer's Liabi li ty : Workers'
Compe nsation as req uired 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: $1,00 0 ,000 per occurrence.
B . Oth e r Provi s ion s . In s urance policies required by thi s Agreement s ha ll contain th e
fo ll owing provisions :
1. A ll Policies . Each insurance policy required by thi s Agreem ent s hall b e
endorsed and state the coverage shall not be sus pended, voided, cancell ed by th e in s urer or e ither
party to thi s Agreement, reduce d in coverage or in limits except after 30 day s' prior written notice
by Certified mail , return receipt reques ted , has been given to City.
2. General Liability and Automobile Liability Cov erages.
(1) City, and its respective el ected and appoin t ed officers, official s,
an d employees and vo lunteers are to be covered as addition al ins ureds as respects : li abi li ty
ari sing out of acti viti es Cons ultant performs ; products and completed operations of Consultant;
pre mi s es owned, occupied or us ed by Cons ultant; or a ut omobiles owned, leased, hired or
borrowed by Consultant. The cov erage shall contain no special limitation s o n th e s cope of
protection afforded to City, and th eir re s pecti ve e lected and appointed officers, official s , or
e mployees .
(2) Con s ultant's in s uran ce coverage shall be primary in s urance wi th
re spect to C ity , and its re s pecti ve elect ed and appointed, its officers , official s, employ ee s and
vo lun teer s. A ny in s uran ce or se lf ins uran ce m a intained by City, and it s res pective elected and
appointed officers, official s , e m ployees or vo lun teers, s hall app ly in ex cess of, an d not contribute
with , Con s ultant's in s uran ce.
(3) Cons ultant's insurance s hall apply s eparately to each in s ured
again st whom claim is made or s uit is brought, except with re s pect to the limits of the in sure r's
li a bili ty .
(4) An y fai lure to compl y with the reportin g o r oth e r provi sion s of the
policies including breaches of warranties shall not affect coverage provided to City, and it s
respecti ve elected and appointed officers, official s, employ ees or vo lunteers .
3. Workers ' Compensati o n and Employer's Liability Coverage . Unl ess the
City Manag er otherwise agrees in writing, the in s ur e r shall agree to waive all rights of
s ubrogation against C ity, and it s respective elected and appoint ed office rs, official s , e mployees
and agents for lo ss es arising from work performed by Con s ultant.
C. Other Requireme nts . Consultant agrees to deposit with City, at or before the
effective date of thi s contract, certificates of in s urance necessary to sati sfy City that th e in s urance
provi sions of this contract have been complied with . The City Attorney may require that
Consult ant furnish City with copies o f original endorsements effecting coverage required by thi s
Section . The certificates and endorsements are to be signed by a perso n authorized by that
in s urer to bind co ve rage on it s beha lf City reserves the ri ght to in spect complete, certifi e d
copies of all required in s urance policies, at any tim e.
I . Consu ltant shall furni sh certificates and endorsements from each
subcontractor id entical to those Consultant provides .
2. Any deductibles or self-insured retentions must be declared to and
approved by City. At th e option of City, either the in s urer shall reduce or eliminate s uch
deductibles or self-in s u red retentions as respects City or its re specti ve elected or appointed
officers, officials, employees and volunteers or th e Consultant s hall procure a bond guaranteei ng
payment of lo sses and related in vesti gation s, claim administration, defense expenses and claims.
3 . The procuring of s uch require d policy or polici es of insurance shall not be
construed to lim it Consultant's liability hereunder nor to fulfill the indemnification prov ision s
and re quirements of this Agreement.
CALIFORNIA All-PURPOSE ACKNOWLEDGMENT
A notary publ ic o r other officer complet in g this certificate ve rifi es onl y th e i dentity of th e indiv idual who
sig ned the document, to which thi s ce r t ificate is att ached , and not the truthfu l ness, acc u rac y, or validity
of that document.
State of Ca lifornia }
Co u nty of Lo s An ge les
On ____________ before me ,----------------------
(Insert Na m e of Notary Public and Ti t le}
per sonally appeared-------------------------------
Place Notary Seal Above
who prove d to me on the ba sis of sa t is facto ry evide nce
to be the perso n(s) w h ose name(s) is/a re su bscr ib ed to
the w ith in instrume nt an d acknowled ge d to me that
he/she/they executed th e sa me in hi s/her/the ir
authorized capacity(ie s), an d that by his/her/thei r
sig nature (s) on th e i nstrument the person(s), or the
entity upon beh alf of which the p erso n(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of
the State of Ca lifornia that the foregoing paragraph is
true and co rrect.
WITNESS my hand and official sea l.
Signature -----------------
(Signa t ure of Notary Publi c}
----------------------------OPnONAL ----------------------------
Though the information is not required by law, i t 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 Documen t :-------------------------------
Document Date : __________________ _ Number of Pages:---------
Signer(s) Other Than Named Above:----------------------------
Capacity(ies) Claimed by Signer(s)
Signer 's Name:-------------
0 I nd ividual
0 Corporate Officer-Title(s): -------
0 Partner 0 Limi t ed 0 General
0 Atto rn ey in Fact
0 Tr u stee
0 Guardian or Conservator
0 Othe r :---------
Signer is Rep resenting : ____ _
Signer's Name: _____________ _
0 I ndividual
0 Co r porate Officer-Title(s): _______ _
0 Partner 0 Limited 0 Ge neral
0 Attorney in Fact
0 Trustee
0 G uardia n or Conservator
0 Other: ----------
Signer is Re presenti ng : ____ _
...,..tlunbpotnt d-
1