2019-20 Greater Coachella Valley Chamber of Commerce - Professional Promotional Servicesta Qwkra
-- GEM a0hr DESERT —
MEMORANDUM
TO: Jon McMillen, City Manager
FROM: Marcie Graham, Marketing Manager
DATE: J,10, 2019
RE: Greater Coachella Valley Chamber of Commerce — Memorandum of
Understanding for FY 19/210
Attached for your signature.
Please sign the attached agreement(s) and return to the City Clerk for processing and distribution.
Requesting department shall check and attach the items below as appropriate:
X Contract payments will be charged to account number: 101-3007-60461
N/A Amount of Agreement, Amendment, Change Order, etc.:
N/A A Conflict of Interest Form 7005totement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or _ reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant does not
meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
X Approved by the City Council on 7 Z U
N/A City Manager's signature authority provided under Resolution No. 20*5-e45 for budgeted expenditures of $50,000
or less. This expenditure is $100,750 and authorized by City Manager [Council, Director, etc]
N/A Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following required documents are attached to the agreement:
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X Insurance certificates as required by the agreement (approved by Risk Manager on 6 J + date)
N/A Performance bonds as required by the agreement (originols)
N/A City of La Quinta Business License number
X A requisition for a Purchase Order has been prepared (amounts over $5,000)
X A copy of this Cover Memo has been emailed to Finance
Revised May 2017
MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF LA QUINTA AND
GREATER COACHELLA VALLEY CHAMBER OF COMMERCE
This Memorandum of Understanding ("MOU") is made by and between the
CITY OF LA QUINTA, a California municipal corporation ("CITY"), and GREATER
COACHELLA VALLEY CHAMBER OF COMMERCE ("CHAMBER" and, along with CITY,
sometimes referred to as the "parties"), with respect to the following:
RECITALS
WHEREAS, the CITY, in strategically advancing its interests, requires
certain professional promotional services rendered in coordination with the
local business community; and
WHEREAS, the CHAMBER is qualified by virtue of experience, training,
education, product offering, and expertise to provide these services, and has agreed
to provide same as reflected herein;
NOW, THEREFORE, CITY and CHAMBER agree to the following:
1.0 TERM OF MEMORANDUM.
1.1 All Recitals set out above are true and correct.
1.2 This MOU is to remain in effect for 1 (one) year following its execution
by the parties to this MOU. This MOU may be terminated at any time by any of
the parties to the MOU with a 30 (thirty) day written notice to the remaining
party.
2.0 OBLIGATIONS OF THE CHAMBER.
2.1 The CHAMBER will provide the services listed on Exhibit A attached
and incorporated ("CHAMBER obligations").
2.2. Notwithstanding any other provisions in this MOU, the CHAMBER shall
not use, nor may the CHAMBER authorize the use of, any funds or other
subsidy (of whatever kind) provided by the CITY pursuant to this MOU or any
other agreement with the CITY, including but not limited to any funds or other
subsidies provided by the CITY for the "CHAMBER obligations" listed in Exhibits
A and "CITY obligations" listed in Exhibit B, to advocate to any person or
entity (of whatever organization whatsoever, including but not limited to, sole
proprietors, unincorporated associations, limited liability companies,
corporations, businesses and public agencies) a position or vote either in favor of
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or against any measure placed on the ballot for the November 8, 2020 General
Election, including but not limited to the measure placed on the ballot by the La
Quinta City Council asking the City's electorate to vote on a proposed 1%
transactions and use ("sales") tax rate increase. It is expressly understood and
agreed by the CHAMBER that, pursuant to California law, public resources may not
be used to advocate or "mount a campaign" in favor of or against any ballot
measure.
2.3 If the CHAMBER uses or is alleged to have used, or authorizes the use of or
allegedly authorizes the use of, any funds or any other subsidy (of whatever kind)
provided by the CITY in violation of Section 2.2 above, the CHAMBER shall: (a)
Immediately cease and desist from continuing the violation or alleged
violation of Section 2.2 above, (b) Immediately use other funds or subsidies
that are not provided by the CITY to pay for or otherwise subsidize the services
rendered that are, were, or alleged to have been in violation of Section 2.2
above, (c) Immediately, without reservation or rights or delay, return to the
CITY any and all funds and other subsidies provided by the CITY for the services
rendered that are, were, or alleged to have been in violation of Section 2.2
above, and (d) Refrain from performing under this MOU, including but not
limited to refraining from performing the "CHAMBER obligations" listed in
Exhibits A, unless and until the CHAMBER complies with this Section 2.3 and the
CITY authorizes in writing the continuance of performance under this MOU.
The CITY shall have no obligation to provide any funds or other subsidies (of
whatever kind) under this MOU or any other agreement with the CITY unless
and until any violation or alleged violation of Section 2.2 above has been cured as
determined by the CITY in its reasonable discretion. The CITY shall have all rights
and remedies available at law or in equity, including but not limited to
declaratory and injunctive relief, as well as the rights available under this
MOU, including but not limited to the indemnity provided in Section 4.0
below, to enforce the provisions herein. In addition to the other provisions in
this MOU, this Section and Section 2.2 shall survive the termination or
expiration of this MOU.
3.0 OBLIGATIONS OF CITY. CITY will provide the services listed on Exhibit
B attached and incorporated ("CITY obligations").
4.0 MUTUAL INDEMNITY AND RELEASE. The CITY and CHAMBER each hereby
agree to indemnify, defend, and hold harmless the other party and its officers,
employees, agents, and authorized volunteers (collectively, "Indemnitees")
from and against any and all claims, causes of action, obligations, losses,
liabilities, judgments, or damages, including reasonable attorneys' fees and costs
of litigation (collectively "Claims") arising out of and/or in any way relating to
the indemnifying party's activities in the performance of this MOU, or to the
indemnifying party's acts and/or omissions in providing or administering the
same, excepting only those Claims arising out of the sole negligence or willful
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misconduct of the Indemnitees. This MOU is not intended to and specifically
does not create joint and several liability.
5.0 INSURANCE. The parties agree to provide insurance in accordance with
the provisions of this Section.
5.1 CITY'S Insurance Obligation. Without limiting the indemnification
provisions provided herein, CITY, at its sole expense, shall obtain and keep in
force during the term of this MOU and any extensions thereof, a policy or policies
of general liability insurance, or equivalent thereof, covering all injuries to
persons and damage to property resulting from any actions or omissions of the
CITY in accordance with the terms of this MOU. Such policy or policies shall be
issued by an insurance company licensed to do business in the State of
California and be rated A-/VIII or better by ambest.com. At the CITY's option,
CITY shall be allowed to self -insure the insurance coverage as required above.
5.2 CHAMBER'S Insurance Obligation. Without limiting the indemnification
provisions provided herein, CHAMBER, at its sole expense, shall obtain and keep
in force during the term of this MOU and any extensions thereof, a policy or
policies of general liability insurance covering all injuries to persons and damage
to property resulting from any actions or omissions of CHAMBER in accordance
with the terms of this MOU. The policy or policies evidencing such insurance shall
be endorsed to name the CITY, its officials, officers, employees, and agents as
additional insured, shall provide that same may not be cancelled or amended
without thirty (30) days prior notice to CITY, and shall provide for a combined
single limit coverage of bodily injury and property damage in the amount of not
less than One Million Dollars ($1,000,000). Such policy or policies shall be
issued by an insurance company licensed to do business in the State of
California and be rated A-/VIII or better by ambest.com. Prior to the
Commencement Date of this MOU, and upon renewal of such policies, CHAMBER
shall submit to CITY certificates of insurance and any applicable endorsements
evidencing that the foregoing policy or policies are in effect.
6.0 ADDITIONAL PROVISIONS.
6.1 In all cases, the language in all parts of this MOU shall be construed
according to its fair meaning and not strictly for or against either party, if
being agreed that the parties or their agents have all participated in the
preparation of this MOU.
6.2 This MOU contains the entire agreement of the parties with respect to
the subject matters identified in this MOU and supersedes any prior oral or
written statements or agreements between the parties with respect to the
subject matters identified in this MOU.
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6.3 No termination or expiration of this MOU shall release either party
from any liability or obligation hereunder resulting from any acts, omissions or
events happening prior to the termination or expiration of this MOU.
6.4 In the event either party brings any suit or other proceeding with respect
to the subject matter or enforcement of this MOU, the prevailing party (as
determined by California law) shall, in addition to such other relief as may be
awarded, be entitled to recover reasonable attorneys' fees, expenses and costs
of suit or investigation as actually incurred (including, without limitation,
reasonable attorneys' fees, expenses, and costs incurred in establishing the
right to indemnification).
6.5 No waiver of any term or condition of this MOU shall be a continuing waiver
thereof.
6.6 This MOU is not intended to and does not create any partnership or joint
venture between the parties, and each party remains an independent contractor
as to the other. Each party shall bear its own liability and there is no joint and
several liability as a result of this MOU.
[signature on following
page]
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IN WITNESS WHEREOF, CITY and CHAMBER have executed this MOU as
evidenced by the signatures contained below:
CITY OF LA QUINTA:
By:
N McMILLEN, City Manager
City of La Quinta, California
Dated: -7
ATTEST:
By.
Monika Radeva
City Clerk
APPROVED AS TO FORM:
By: 2:
William H. Ihrke
City Attorney
GREATER COACHELLA VALLEY
CHAMBER OF COMMERCE:
By.
Joshua Bonner
President
Dated: Z
APPROVED AS TO FORM
AND CONTENT:
�t�
By
P nt ame &Tit :
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EXHIBIT '"A"
Obligations of CHAMBER
The Gem Newsletter
a. Community Newsletter with circulation by mail of approximately
23,000 residences and businesses within La Quinta with a monthly
frequency and includes digital format and distribution (i.e. email
blasts, social media)
b. City reserves the option to purchase ad space with exclusive pricing
that includes:
i. Six (6) full pages of content, twelve (12) months
ii. Layout and design for all content
Total Cost: $86,750
2. State of the City
a. Presentation by Mayor and Council of city progress and on -going
development efforts.
b. Mayor and Council will also present business awards as
determined by a process agreed to by both parties.
c. GCVCC would stage this annual event; city staff would design and
approve format and content
Total Cost: $8,500
3. 13th Annual Hot Rod & Custom Car Show Sponsorship
a. Community Event: annual car show (held the day before Super
Bowl) at La Quinta Community Park.
i. Projected eventparameters include:
a. 80-150 vehicle entries;
b. 8-25 food/retail vendors and alcohol sales;
c. Live entertainment during the event; and
d. La Quinta auto dealership inclusion.
b. City Title Sponsorship, which includes: event materials branding
(both print and digital), press release inclusion, and drive market
promotion (in San Diego and Orange Counties)
Total Cost: $5,000
4. Dinner Under the Glow
a. Community Event: hot air balloon event with dinner at SilverRock
event site.
b. City Sponsorship, which includes event materials branding (both print
and digital), press release inclusion, and drive market promotion (in
San Diego and Orange Counties)
Total Cost: $0
Grand Total: $100,750
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CHAMBER shall submit monthly invoices to CITY. Such invoices shall be
reviewed by a principal member of CHAMBER specifying that the payment
requested is for work performed in accordance with the terms of this MOU.
CITY will pay CHAMBER for all expenses stated thereon which are approved
by CITY and in accordance with this MOU no later than thirty (30) days after
invoices are received by the CITY.
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FHHTRTT "R"
Obligations of CITY:
All services listed herein shall be provided in -kind only, and no additional fees or
charges have been agreed upon or associated with these services.
1. The Gem newsletter
a. Select twelve (12) months where CITY information will be featured
b. Provide content and articles for six (6) pages at the sole discretion of
the CITY
c. Add monthly Gem newsletter links to municipal website
(www.laquintaca.gov) and tourism website
(www, la inia uinta.com)
2. State of the City
a. City would provide and design concept and theme of program
b. City would promote and market event on social media platforms
as well as municipal website (www.laquintaca.gov) and tourism
website (www.playinlaquinta.com)
3. 13th Annual Hot Rod & Custom Car Show
a. Provide printed marketing collateral
b. Provide promotion as a calendar item on the municipal website
(www.laquintaca.gov), and as a calendar item on the tourism
website (www.playinlaquinta.com), and will "share" the event on
Facebook and Twitter
c. Provide use of the mobile stage (including): delivery within La
Quinta city limits, setup, striking, and removal
4. Dinner Under the Glow
a. Provide SilverRock event site as location for event
b. Provide promotion on the municipal website
(www.laquintaca.gov), and as a calendar item on the tourism
website (www. la inla uinta.com), and will "share" the event on
Facebook and Twitter
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