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HomeMy WebLinkAboutContracts & Agreements_2-11 RDA_CCv0001.pdf COUNCIL AGENDA ITEM NO. P-3b COUNCIL MEETING OF 04/19/11 AGREEMENT This Agreement is made and entered into this 19th day of April, 2011, between the Redevelopment Agency of the City of Redlands ("Agency") and the Redlands Chamber of Commerce ("Chamber"), The Agency and the Chamber are sometimes individually referred to herein as a"Party" and, together, as the"Parties." RECITALS WHEREAS, the Chamber is a California incorporated, non-profit trade association whose mission is to serve its business members as an advocate to create a business climate that will advance the economic, educational. cultural and civic vitality of the Redlands community; and WHEREAS, the Agency supports the mission of the Chamber and desires to engage the Chamber to provide economic development services to Redlands' residents and businesses in the Redlands Redevelopment Project Area and the North Redlands Revitalization Project area (together, the "Redevelopment Project Areas"); and WHEREAS, the Parties have been developing an economic development strategy that would include techniques focusing on community revitalization, and the recruitment, retention and growth of Redlands' businesses with principle emphasis on the Redevelopment Project Areas; and WHEREAS, the Parties believe that this arrangement is mutually beneficial and will stimulate revenue generation and job development, thereby assisting the Agency in fulfilling its responsibilities to revitalize the core of downtown Redlands, and the Redevelopment Project Areas for the residents of Redlands; NOW. THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows: AGREEMENT ARTICLE I - ENGAGEMENT OF CHAMBER 1.1 The Agency hereby engages the Chamber to develop economic strategies and undertake a business promotion and retention program for the purpose of locating and retaining businesses within the Redevelopment Project Areas (the "Services"). The specific Services which the Chamber shall perform aree more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by this reference. The Chamber may provide the Services through use of its own employees, or through subcontracts with consultants. The Agency shall have the right to approve or disapprove any consultant contract entered into by the Chamber. 1.2 The Services shall be performed by the Chamber public in a professional manner, and the Chamber represents that it has the skill and the professional expertise necessary to provide the Services to the Agency at a level of competency presently maintained by others in the industry providing like and similar types of services. The Chamber shall 1 11,cakdjm�AQreements�Agency Chamber of Commerce.201!.doe prepare written, quarterly activity reports to the Agency which quantify contacts made by the Chamber in target areas within the Redevelopment Project Areas, and which include descriptive indicators of the Services performed. 1.3 The Chamber, and any consultants contracting with the Chamber to perform the Services, shall comply with all applicable Federal, State and local laws and regulations in the performance of the Chamber's obligations under this Agreement including, but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. ARTICLE 2 - RESPONSIBILITIES OF AGENCY 2.1 The Agency shall make available to the Chamber public information in its possession that may assist the Chamber in performing the Services. ARTICLE 3 - PAYMENT AND NOTICE 3.1 The Agency shall compensate the Chamber for the Services in the amount of Fifty Thousands Dollars ($ 50,000) for each calendar year the Services are performed, during the term of this Agreement. Payments shall be made to the Chamber by the Agency in quarterly amounts of Twelve Thousand Five Hundred Dollars ($12,500). The Services shall be deemed to have commenced on January 3, 2011. 3.2 At any time during the term of this Agreement, the Agency may request the Chamber to perform Extra Services. As used herein, "Extra Services"means any work which is determined necessary by the Agency for the proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Services do not exceed twenty percent(201/o) of the compensation to be paid by the Agency to the Chamber for the Services, such Extra. Services may be agreed to by the Parties, by written amendment to this Agreement executed by the Agency's Executive Director. The Chamber shall not perform, nor be compensated for, Extra Services without such written authorization from the Agency. 3.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail should be addressed as follows: Agency; Oscar Orci Redevelopment Agency of the City of Redlands 210 E. Citrus Redlands, CA 92373 Chamber: Kathie"Thurston Redlands Chamber of Commerce 1 E. Redlands Blvd. Redlands, CA 92373 2 €Aca,djmtAereementMgency Chamber of Commerce.20€€.doc When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to who notices are to be given by giving notice pursuant to this section. ARTICLE 4 - INSURANCE AND INDEMNIFICATI©N 4.1 Insurance, generally. All insurance required by this Agreement shall be maintained by the Chamber for the duration of its performance of the Services. The Chamber shall not perform any Services unless and until all required insurance listed below is obtained by the Chamber. The Chamber shall provide the Agency with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. 4.2 Workers' Compensation and Employer's Liability. The Chamber shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout its performance of the Services in accordance with the laws of the State of California, with an insurance carrier acceptable to Agency. 4.3 Hold Harmless and Indemnification. a. The Chamber shall defend, indemnify and hold harmless the Agency and its officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising frorn injury or death to persons or damage to property occasioned by the Chamber's and its officers', employees' and agents' sole negligent acts or sole negligent omissions in performing the Services. b. The Agency shall defend, indemnify and hold harmless the Chamber and its officers, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by the Agency and its officials, employees and agents sole negligent acts or sole negligent omissions. 4.4 Comprehensive CeneraI Liability Insurance. The Chamber shall secure and maintain in force throughout the terra of this Agreement comprehensive general liability insurance with carriers acceptable to the Agency. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. The Agency shall be named as an additional insured. Such insurance shall be primary and non.-contributing to any insurance or self-insurance maintained by the Agency. 4.5 Business Auto Liability Insurance. The Chamber shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all the Chamber-owned vehicles used in connection with the Chamber's provision of the Services, hired and non-owned vehicles, and employee non- ownership vehicles. Such insurance shall be primary and non-contributing to any 3 L1caldjmtAgreementslAeency Chamber of Cummerce.201 1.doc insurance or self insurance maintained by the Agency. The Agency shall be named as an additional insured. ARTICLE 5 -GENERAL CONSIDERATIONS 5.1 In the event any action is commenced to enforce or intcrpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. 5.2 The Chamber shall not assign any of the Services to be performed under this Agreement, except with the prior written approval of Agency and in strict compliance with the terms, provisions and conditions of this Agreement. The Agency's consent to any such assignment shall not be unreasonably withheld. 5.3 All documents, records, drawings, designs, cost estimates, electronic data files, databases, and other documents developed by the Chamber pursuant to this Agreement. and any copyright interest in such documents, shall become the property of the Agency and shall be delivered to the Agency upon completion of the Services, or upon the request of the Agency. Any reuse of such documents and any use of incomplete documents will be at the Agency's sole risk. 5.4 The Chamber is for all purposes under this Agreement an independent contractor. The Chamber shall supply all tools and instrumentalities required to perform the Services. All personnel employed by the Chamber are for its account only, and in no event shall the Chamber or any personnel retained by it be deemed to have been employed by the Agency or engaged by the Agency for the account of, or on behalf of the Agency. 5.5 The term of this Agreement shall be deemed to have commenced on January 3, 2011 and end on ,lune 30, 2011, unless earlier terminated as provided for below. 5.6 This Agreement may be terminated by either Party, in its sole discretion, by providing ninety (90) days' prior written notice to the other Party (delivered by certified mail, return receipt requested) of intent to terminate. 5.7 If this Agreement is terminated by the Agency, an adjustment to the Chamber's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due the Chamber at the time of termination may be adjusted to the extent of any additional costs to the Agency occasioned by any default by the Chamber. 5.8 Upon receipt of a termination notice, the Chamber shall immediately discontinue all Services and within twenty (20) days of the date of the termination notice, deliver or otherwise make available to the Agency, copies (in both hard copy and electronic form, where applicable) of any data, reports, summaries and such other information and materials as may have been accumulated by the Chamber in performing the Services. 4 LkaWjmlA.greementslAgency Chamber of Commerce.201 t.doc The Chamber shall be compensated on a pro-rata basis for work completed up until notice of termination. 5.9 The Chamber shall maintain books and accounts of all payroll costs and expenses related to the Services. Such books shall be available at all reasonable times for examination by the Agency at the office of the Chamber. 5.10 This Agreement, including Exhibit"A"describing the Chamber's Services, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Any amendment to this Agreement shall be in writing, approved by the Agency and signed by the Agency and the Chamber. 5.11 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of the Agency and the Chamber have signed in confirmation of this Agreement. REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS V1 11 — By:_ Pete Aguila Chairperson ATTEST: By: Sam Irwin, Akency Secretary REDLANDS CHAMBER OF COMMERCE President 5 1 AcaWjm1AgTeemenLMgency Chamber of Commerce 201 l.dor