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HomeMy WebLinkAbout102-Agreement with Chamber -- Attachment.pdfAGREEMENT FOR SERVICES BY AND BETWEEN THE CITY OF SARATOGA AND THE SARATOGA CHAMBER OF COMMERCE This Agreement is entered into this 18th day of July 2007, and is effective as of the 1st day of July 2007, by and between the City of Saratoga, a municipal corporation (“City”) and the Saratoga Chamber of Commerce (“Chamber”), engaged in providing City information services. RECITALS A. The City desires to provide on-going tourism and information services. B. The Chamber represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement. AGREEMENTS 1. Scope of Services. The Chamber shall provide the services and deliverables as listed in the attached Scope of Services (Exhibit A). 2. Fee for Services. The Chamber shall be paid for the Scope of Services as delineated in the attached Fee for Services (Exhibit B). 3. Term. The term of this agreement shall extend from the date written above through June 30, 2012. 4. Compliance with Laws. The Chamber shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state, and local laws. Chamber represents and warrants to City that it has all qualifications required for Chamber to perform the services required. Chamber represents and warrants to City that Chamber shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Chamber to perform the services required. Chamber shall maintain a City of Saratoga business license. 5. Sole Responsibility. Chamber shall be solely responsible for employing or engaging all persons necessary to perform the services under this Agreement. Chamber shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Chamber shall be solely liable for and obligated to pay directly all applicable taxes, 1 including, but not limited to, federal and state income taxes, and in connection therewith Contractor shall indemnify and hold City harmless from any and all liability that City may incur because of Contractor's failure to pay such taxes. City shall have no obligation whatsoever to pay or withhold any taxes on behalf of Chamber. 6. Facilities and Equipment. Chamber shall, at its sole cost and expense, furnish all facilities and equipment, which may be required for completing the Scope of Work pursuant to this Agreement. 7. Compensation and Payment Terms. Compensation for Chamber’s professional services shall not exceed the amount specified in Exhibit B. Payment to the Chamber shall be due 30 days after receipt by the City of a properly executed invoice. The Chamber’s invoice shall be mailed to: City of Saratoga Attn: City Manager 13777 Fruitvale Avenue Saratoga, CA 95070 8. Availability of Records. Chamber shall maintain the records supporting this billing for not less than three (3) years following completion of the work under this Agreement. Chamber shall make these records available to authorized personnel of the City at the Chamber’s offices during business hours upon written request of the City. 9. Project Manager. The Project Manager for the Chamber for the work under this Agreement shall be the City Manager, City of Saratoga. 10. Notices. A notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: To City: City Manager City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Copy: City Clerk City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 To Chamber: Executive Director Saratoga Chamber of Commerce 14485 Big Basin Way Saratoga, CA 95070 2 11. Independent Contractor. It is understood that the Chamber, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the City. As an independent contractor, the Chamber or persons within the Chamber shall not obtain any rights to retirement benefits or other benefits which accrue to City employees. The Chamber may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Chamber agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Chamber shall be compensated for its actual costs and expenses in preparing for, traveling to, and testifying in such matters, unless such litigation is brought by Chamber or is based on allegations of Chamber’s negligent performance or wrongdoing. 12. Conflicts of Interest. Chamber represents and warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which could give rise to a conflict of interest on the part of Chamber, or that the Chamber has already disclosed all such relevant information. Chamber agrees that if an actual or potential conflict of interest on the part of Chamber is discovered after award, the Chamber will make a full disclosure in writing to the City. This disclosure shall include a description of actions which the Chamber has taken or proposes to take, after consultation with the City to avoid, mitigate, or neutralize the actual or potential conflict. Within 45 days, the Chamber shall have taken all necessary steps to avoid, mitigate, or neutralize the conflict of interest to the satisfaction of the City. 13. Equal Employment Opportunity. Chamber warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Chamber nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. 14. Insurance. a. Minimum Scope of Insurance. i. The Chamber agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring the Chamber to an amount not less than: one million dollars 3 ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate limits for bodily injury, and property damage. ii. Chamber agrees to have and maintain for the duration of the contract, a Workers Compensation insurance policy including minimum one million dollars ($1,000,000) Employer's Liability coverage, and shall provide evidence of such policy to the City before beginning services under this Agreement. The Employer's Liability policy shall be endorsed to waive any right of subrogation as respects the City, its employees or agents. Chamber makes the following certification, required by section 1861 of the California Labor Code: I am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. Further, Chamber shall ensure that all subcontractors employed by Chamber provide the required Workers’ Compensation insurance for their respective employees. iii. Chamber shall provide to the City all certificates of insurance, with original endorsements effecting coverage. Chamber agrees that all certificates and endorsements are to be received and approved by the City before work commences. b. General Liability. i. City, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Chamber; products and completed operations of the Chamber, premises owned or used by the Chamber. ii. Chamber’s insurance coverage shall be primary insurance as respects the City its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Chamber’s insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 4 iv. Chamber’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. c. All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30) days’ prior to written notice by certified mail, return receipt requested, has been given to the City. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the City Clerk. 15. Indemnification. Chamber shall save, keep and hold harmless, indemnify and defend the City, its officers, agents, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by the willful misconduct or negligent act or omissions of the Chamber, or any of the Chamber’s officers, employees, or agents or any subcontractor. 16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 17. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. 18. Termination of the Agreement. Either party may terminate this Agreement with or without cause by providing thirty (30) days notice in writing to the other party.(“Notice of Termination”), Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. Where termination is for cause, such notice of termination shall include a statement by the terminating party setting forth grounds for determination of default under the Agreement. After either Party terminates the Agreement, Chamber shall discontinue further services as of the effective date of termination, and City shall nonetheless pay Chamber the total fee for the quarter in which termination occurs. 5 19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the City and the Chamber. 20. Disputes. In the event of any dispute over any aspect of this Agreement, the parties will meet and confer to identify methods of resolving said dispute. In the event of litigation concerning this agreement each party will be responsible to pay for its own fees. 21. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the Agreement between the City and the Chamber. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. WHEREAS, the City Council has approved an allocation of funds for fiscal year 2007-2008 to Chamber; APPROVED AS TO FORM: CITY OF SARATOGA _____________________ ________________________ Richard Taylor Dave Anderson City Attorney City Manager APPROVED AS TO BUDGET AUTHORITY AND INSURANCE: __________________________ Date: __________________ Mary Furey, Administrative Services Director ATTEST: SARATOGA CHAMBER OF COMMERCE ______________________ ________________________ Cathleen Boyer Chris Oakes City Clerk Chamber President 6 Exhibit A Scope of Services Chamber will provide the City with the following services for walk-in, telephone, email, or fax requests: 1. Tourism & Information Materials: The Chamber shall provide information from its office. This office shall be located in Saratoga and shall be open to the public a minimum of 35 hours per week during normal business hours. General information for tourists shall include such topics as: Š Services available; Š Who to contact for services; Š Community events; Š Recreational opportunities; Š Retail shopping and dining opportunities; Š Lodging and conference facilities; Š Local schools; Š Directions to and within Saratoga; and Š Other general information requests. The City acknowledges that the Chamber is a membership organization and therefore customarily only provides information about its members. Under this agreement, the Chamber will include information about non- members but with preference to its members. Tourist information that the Chamber will provide includes: Š Wineries Š Restaurants Š Lodging Š Attractions Š Special Events Š Entertainment 2. City Information and Materials: As much as possible, the Chamber will direct information requests to the City offices. 7 Chamber will make available at its office location information provided by the City, which may include, but is not limited to: Š Quarterly Newsletters Š City Contact Numbers Š Recreation Department Class Schedules City will deliver these materials to the Chamber for distribution. Chamber will not be required to store large quantities of these materials (i.e., no more than one standard size file storage box). Chamber will notify City when only 10 copies of any publication remain. Chamber is not required to distribute these materials in any manner other than hand-delivery to walk-in customers. 3. Quarterly Report of Services Rendered: Once each quarter the Chamber shall file with the City a summary report of services rendered pursuant to this agreement during the prior quarter. 4. Additional Services: Additional services requested by the City are not subject to this agreement and will be estimated by the Chamber and billed separately after obtaining written approval by the City. 8 Exhibit B Fee for Services 1. The City will pay the Chamber an Annual Fee on a fiscal year basis (July 1 through June 30) for performing the Scope of Services (Exhibit A). 2. The Annual Fee shall be paid in four quarterly installments. Each installment shall be paid within 30 days of City’s receipt of the Chamber’s invoice. 3. The Annual Fee for Fiscal Year 2007-2008 shall be $11,000, with four quarterly installments of $2,750. 4. The Annual Fee for subsequent fiscal years shall include a three percent (3%) increase over the prior year, resulting in annual fees and quarterly payments as follows: Fiscal Year Annual Fee July 1 through September 30 October 1 through December 31 January 1 through March 31 April 1 through June 30 2008/2009 $11,332 $2,833 $2,833 $2,833 $2,833 2009/2010 $11,672 $2,918 $2,918 $2,918 $2,918 2010/2011 $12,024 $3,006 $3,006 $3,006 $3,006 2011/2012 $12,384 $3,096 $3,096 $3,096 $3,096 5. The City will also pay the Chamber an annual membership fee at the rate established for employers with 51 to 100 employees. 6. This Agreement may be amended by mutual consent to establish an alternative Annual Fee based upon information obtained from the Chamber’s Quarterly Reports of Services Rendered. 9