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LQ Chamber & Greater CV Chamber/MOU 16MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF LA QUINTA AND LA QUINTA CHAMBER OF COMMERCE 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 LA QUINTA CHAMBER OF COMMERCE 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 or against any measure placed on the ballot for the November 8, 2016 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. Page 1 of 7 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 some, excepting only those Claims arising out of the sole negligence or willful 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 Page 2 of 7 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. 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] Page 3 of 7 IN WITNESS WHEREOF, CITY and CHAMBER have executed this MOU as evidenced by the signatures contained below: CITY OF LA QUINTA By: SIGNED IN COUNTERPART Frank J. Spevacek City Manager Dated: ATTEST: By: SIGNED IN COUNTERPART Susan Maysels City Clerk APPROVED AS TO FORM AND CONTENT: By: SIGNED IN COUNTERPART William H. Ihrke City Attorney LA QUINTA CHAMBER OF COMMERCE AND GREATER COACHELLA VALLEY CHAMBER OF COMMERCE By: Joshua R. 8oraner President and CEO Dated: g') 5 - 16 ATTEST: APPROVED AS TO FORM AND CONTENT: M Page 4 of 7 IN WITNESS WHEREOF, CITY and CHAMBER have executed this MOU as evidenced by the signatures contained below: CITY OF LA QUINTA: LA QUINTA CHAMBER OF COMMERCE AND By: Dated: Digitally signed by Frank 1, Spevacal DN: serialNumber=gM 7z MOv 4d3x, c=US, st=California, l=La Quinta, o=Fran k J. Spevacek, cn=Frank J. Spevacek Date: 2016.12.19 15:04:35-08'00' Frank J. Spevacek City Manager ATTEST: Digitally signed y Susan Maysels ON cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, email=smaysels@la- quinta.org, c=US By: Date: 2016.12.19 15:26:28-08'00' Susan Maysels City Clerk APPROVED AS TO FORM: By:� William H. Ihrke City Attorney GREATER COACHELLA VALLEY CHAMBER OF COMMERCE: By: SIGNED IN COUNTERPART Joshua R. Bonner President and CEO Dated: 06/06/2016 ATTEST: By SIGNED IN COUNTERPART Print Name & Title: APPROVED AS TO FORM AND CONTENT: By: Print Name & Title: Page 4of7 EXHIBIT "A" Obligations of CHAMBER 1. 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. Four (4) full pages of content, ten (10) months ii. Layout and design for all content 1. Cost per page: $2,000, or $8,000 per month a. Total Cost: $80,000 2. CareerBuilder Challenge ("CBC") Kick -Off Event & Information Booth Sponsorship a. Community and Tourism Marketing event that will kick off CareerBuilder Challenge with a breakfast -style event. i. Projected attendance of 150 - 200 which will be on a charge per person basis. ii. The City will receive 10 tickets/entries as part of the sponsorship. b. Chamber will provide an information booth during the entire event. The City may provide staffing and/or promotional materials for the booth, at its discretion. c. City Title Sponsorship, which includes: event materials branding; forum to make presentation at the event as Title Sponsor: i. Booth space at mixer event and inclusion into press releases, paper and digital media. a. Total Cost: $3,000 3. 11th 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 event parameters include: 1. 80-150 vehicle entries; 2. 8-25 food/retail vendors and alcohol sales; 3. live entertainment during the event; and 4. La Quinta auto dealership inclusion. 5. Projected attendance: 1,500 - 2,500. 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). a. Total Cost: $5,000 4. 8th Annual Taste of La Quinta Sponsorship a. Community/Cultural Event in Old Town with 25-40 food and wine vendors and live entertainment. Projected attendance is 1,000+ and is charged on a per person basis. Sponsorship includes 10 VIP entries. b. Title Sponsorship includes: i. Branding/logo exposure in all print and digital media; ii. Press releases; iii. Drive area marketing (San Diego & Orange County); Pagge 5 of 7 iv. Television and radio interview opportunities for City representatives; and v. Booth space/s at no additional cost. a. Total Cost: $10,000 5. Business Outreach & Data Collection Service a. Utilizing a City developed survey questionnaire (comprised of open and closed - end questions), Chamber staff will perform onsite visits with local retail and restaurant businesses on a monthly basis. The CHAMBER will conduct 400 annual outreach visitations and annotate survey results in a basic database. Quantitative and qualitative data will be provided periodically (every 45 days) to the CITY. 1. Total Cost: $10,000 6. Inclusive Services a. The CHAMBER will provide, upon request by the City: Event promotions, Email blast inclusions, membership inclusion at City events, Flyer/brochure display and Visitor Assistance. b. The CHAMBER will provide defined metrics for each service (above) subscribed to by the CITY. The metrics will be mutually defined by both parties to assist in identifying growth opportunities for each event. The CHAMBER will provide data to CITY within 30 calendar days after the event and or project has concluded. Grand Total: $108,000 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. Page 6 of 7 EXHIBIT "B" 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 ten (10) months where CITY information will be featured b. Provide content and articles for four (4) pages at the sole discretion of the CITY c. Add monthly Gem newsletter links to municipal website (www.la-quinta.org) and tourism website (www.playinlaquinta.com) 2. Career Builder Challenge Kick -Off Event & Information Booth a. Provide printed marketing collateral b. Promotion as a calendar item on the municipal website (www.lo-quinta.org), and as a calendar item on the tourism website (www.playinlaquinta.com), and will "share" the event on Facebook and Twitter 3. 11th Annual Hot Rod & Custom Car Show a. Provide printed marketing collateral b. Provide promotion as a calendar item on the municipal website (www.la- quinto.org), 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. 8th Annual Taste of La Quinta a. Provide printed marketing collateral b. Provide promotion as a calendar item on the municipal website (www.la- quinta.org), 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 5. Business Outreach & Data Collection a. Provide updated business list monthly. Page 7 of 7 BUSINESS SESSION ITEM NO. 4 City of La Quinta CITY COUNCIL MEETING: June 21, 2016 STAFF REPORT AGENDA TITLE: APPROVE MEMORANDUM OF UNDERSTANDING WITH LA QUINTA CHAMBER OF COMMERCE / GREATER COACHELLA VALLEY CHAMBER OF COMMERCE RECOMMENDATION Approve a Memorandum of Understanding (MOU) with the La Quinta Chamber of Commerce / Greater Coachella Valley Chamber of Commerce and authorize the City Manager to execute the MOU. EXECUTIVE SUMMARY The City has had an annual services agreement with the La Quinta Chamber of Commerce since 1991 to support business development, retention, and tourism promotion. The La Quinta, Indio and Coachella Chambers have merged and joined with the Cabazon and Twenty -Nine Palms Band of Mission Indians to form the Greater Coachella Valley Chamber of Commerce (Chamber). Per the MOU, the City would fund event sponsorship, business outreach and data collection efforts, and an exclusive content section in the Gem newsletter. FISCAL IMPACT The 2016/17 Budget allocates $108,000 for Chamber services, which include: The Gem newsletter $80,000 CareerBuilder Challenge Breakfast & Booth sponsorship $ 3,000 Hot Rod & Custom Car Show sponsorship $ 5,000 Taste of La Quinta sponsorship $10,000 Business Outreach & Data Collection Service $10,000 This is a reduction of $19,500 from the 2015/16 cost of $127,500. BACKGROUND/ANALYSIS The City and La Quinta Chamber of Commerce have had annual service agreements since 1991/1992 that support La Quinta businesses through chamber activities. In 2015/16, the La Quinta Chamber elected to merge with the Indio and Coachella Chambers; this new group also affiliated with the Cabazon and Twenty -Nine Palms Band of Mission Indians to form the Greater Coachella Valley Chamber of Commerce. `0M During initial MOU discussions, staff stated that Ms. Katie Stice would continue to oversee the Chamber's operations in La Quinta. This year, the agreementshifts from a Professional Services Agreement to a Memorandum of Understanding emphasizing that funding will be allocated for specific marketing services. The change was precipitated by the Chamber's consolidation to the Greater Coachella Valley Chamber of Commerce. The MOU will be managed by the City Manager's office rather than Community Resources. The scope of work for this fiscal year includes: Continuation of The Gem Newsletter o Four full pages of content (City Pages) o Print publication distributed to approximately 23,000 residences and businesses in La Quinta. Digital distribution in social media and email blasts CareerBuilder Challenge Kick -Off Event & Information Booth Sponsorship o This is a new sponsorship opportunity. o Title sponsor of both the breakfast event and the information booth. Hot Rod & Custom Car Show Sponsorship o Upgraded sponsorship level to Title Sponsor Taste of La Quinta Sponsorship o Upgraded sponsorship level to Title Sponsor Business Outreach & Data Collection o 400 annual outreach visitations to businesses o Utilize City developed survey questionnaire o Provide quantitative and qualitative data to city staff every 45 days Inclusive Services (no additional cost) o Assistance with event promotions, Email blast inclusions, membership inclusion at City events, Flyer/brochure display and Visitor Assistance o Provide defined metrics for each service (above) subscribed to by the City o Metrics will assist to identify growth opportunities for each event and will be provided 30 days after event. The Chamber has a separate Facility Rental Agreement with the City for office space at City Hall through November 2017. AL I tKNIATIVES Make modifications for the funding level of the MOU. Report prepared by: Tustin Larson, Community Resources Manager Ted Shove, Management Analyst Report approved for submission by: Frank J. Spevacek, City Manager Attachment: 1. Memorandum of Understanding IM.0 ACORN® �� CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 7/l/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Diane Law _NAME: HONE Ext: (916) 488-4702 A/� No: (916)488-2336 McClatchy Insurance Agency E-MAIL diane@mcclatchyins.com ADDRESS: License #0724020 2410 Fair Oaks Blvd, Suite 140 INSURERS) AFFORDING COVERAGE NAIC # INSURERA:Great American Insurance Cc 16691 Sacramento CA 95825 INSURED INSURER B : INSURER C : Greater Coachella Valley Chamber of Commerce INSURERD: 82-921 Indio Blvd. INSURER E : INSURER F Indio CA 92201-3139 COVERAGES CERTIFICATE NUMBER:CL167107185 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS -MADE x OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 300, 000 MED EXP (Any one person) $ 10,000 X SPP9209856 7/1/2016 7/1/2017 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PRO JECT ❑ LOC PRODUCTS - COMP/OPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS SPP9209856 7/1/2016 7/1/2017 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident) ccident $ NON -OWNED X HIRED AUTOS X AUTOS A X UMBRELLA LIAB X OCCUR SPP9209856 7/1/2016 7/1/2017 EACH OCCURRENCE $ 1, 000 000 AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED/ ❑ N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Additional Insured per written contract/agreement. The City of La Quints and its officers and employees are included as additional insured with respects to General Liability, per terms and conditions of policy. Insurance is primary and non-contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of La Quinta THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 78495 Calle Tampico ACCORDANCE WITH THE POLICY PROVISIONS. La Quinta, CA 92253 AUTHORIZED REPRESENTATIVE Dick Lemon/REX ACORD 25 (2014/01) INS025 (201401) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I ° ��IIIIIV �I 'llll 4�11!11111 464Paw I_ 78-495 Calle Tampico La Quinta, California 92253 (760)777-7000 ERTIFICAT pNI I 1-TRANSFERAL' IVEII11w I IIVIII lk, l "" llllil Dear Busi r: 78275 CALLE TAMPICO B I u .III it giilllll I N I I ,, _ ,j,ugII nI I III ,III �I III II III ' ��'I��l,�luu��h�l'I�IIIIV��f� �IIIIiIIhI BBSMESS NAME. LA QUINTA CHAI'' �I� OPEMMERCE BUSINESS ADDRESS: 78275 CALLE TAMPICO, STE B - - — .A QUINTA, CA 9Z253 DESIGN AND DEVELPMENT DIRECTOR Please be aware that issuance of a business license by the City does not authorize you to conduct business in a building or tenant space that has not been approved for occupancy by the Design and Devel went fitment. if you have any questwns ring ft issue, ortrotMhre �te of Occupancy haWO Wieyl% of bUSirt@55 pltasiteommt �amjZevelopment at The Licensee=narnediieremhavmg paid to the City of La QuffdM fI rej—uimdI is hereby granted said licensee to transact the business herein set forth, for the period stated, In conformity with the Provisions of Ordinance No. 2 of this City. This Licensee is issued without verfication that the licensee is subject to or exempt from licensing by the State of California. =- BUSINESS LIC'R!0: LIC-0002612 CLASSIFICA'o ION: NON-PROFIT ORGANIZAT EXPIRATION DATE: 11/30/2016 MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Ted Shove, Business Analyst DATE: June 28, 2016 RE: EXECUTION OF MOU WITH LA QUINTA CHAMBER OF COMMERCE / GREATER COACHELLA VALLEY CHAMBER OF COMMERCE Attached for your signature is the memorandum of understanding with La Quinta Chamber of Commerce and Greater Coachella Valley Chamber of Commerce for City sponsored events, business outreach and data collection efforts, and an exclusive content section in the GEM newsletter. Please sign the attached agreement(s) and return it 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: 101-1002-60103 _X_ Amount of Agreement, Amendment, Change Order, etc.: $108,000 N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultants) 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 June 21, 2016 N/A City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less 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: _X_ Insurance certificates as required by the agreement (initialed by Risk Manager on date) N/A Performance bonds as required by the agreement (originals) _X_ City of La Quinta Business License No.LIC-0002612; Expires: 11/30/16 N/A Purchase Order number AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING WITH GREATER COACHELLA VALLEY CHAMBER OF COMMERCE THIS AMENDMENT NO. 1 TO THE MEMORANDUM OF UNDERSTANDING WITH GREATER COACHELLA VALLEY CHAMBER OF COMMERCE, FOR BUSINESS OUTREACH AND CULTURAL TOURISM SERVICES ("Amendment No. 1 ") is made and entered into as of the — day of _ 2016, ("Effective Date"), by and between the CITY OF LA QUINTA ("City"), a California municipal corporation, and THE GREATER COACHELLA VALLEY CHAMBER OF COMMERCE, ("GCVCC"). RECITALS A. On or about July 2016 the City and GCVCC entered into a Memorandum of Understanding (MOU) for professional and promotional services in coordination with the local business community. The term of this original agreement expires June 30, 2017. B. GCVCC and City now wish to amend the original MOU to provide an increased sponsorship for an updated, evening networking Kick-off event for the CareerBuilder Challenge and operation of the Tournament Information Booth for the duration of the event. AMENDMENT In consideration of the foregoing Recitals and the covenants and promises hereinafter contained, and for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: Exhibit "A", Item 2.a will be removed in its entirety and replaced with the following: a. Community and Tourism Marketing event that will kick-off CareerBuilder Challenge with an evening networking event. A new item will be added to Exhibit "A" and will be known as Item 2.a.iii. It reads as follows: iii. Kick-off event cost: $5,000 A new item will be added to Exhibit "A" and will be known as Item 2.b.i. It reads as follows: I. Daily information booth cost: $5,600 Exhibit "A", Item 2.c.i.a will be removed in its entirety and replaced with the following: a. Total Cost: $10,600 Exhibit "A", unlabeled item known only as "Grand Total" will be removed in its entirety and replaced with the following: Grand Total: $118,600 In all other respects, the original agreement shall remain in effect. IN WITNESS WHEREOF, the City and GCVCC have executed this Amendment No. 1 to the MOU for professional and promotional services on the respective dates set forth below. CITY: CITY OF LA QUINTA a California municipal corporation Digitally signed by FrankJ. Spevacek DN: serialNumber=g8z17zn0v50w4d3x, c=US, st=California, I=La Quinta, o=FrankJ. Spevacek, cn=Frank J. Spevacek Icy; Date: 2017.02.03 13:50:42-08'00' Frank J. Spevacek, City Manager Dated: ATTEST - Digitally signed by Susan Maysels DN: cn=Susan Maysels, o=City of La Quinta, ou=Clerk's Office, email=smaysels@la-quinta.org, c=US By: Date: 2017.02.06 08:08:44-08'00' Susan Maysels, City Clerk APPROVED AS TO FORM: By: 4�. William Irke, City Attorney GREATER COACHELLA VALLEY CHAMBER OF COMMERCE By: Dated: 0 Name: ZA"ti dog, e Title: a d C F® AC40RO® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 7/l/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Diane Law NAME: PHONEAX AIC No Ext: (916) 488-4702 AIC No: (916)488-2336 McClatchy Insurance Agency ADDRIess:diane@mcclatchyins.com License #0724020 2410 Fair Oaks Blvd, Suite 140 INSURER(S) AFFORDING COVERAGE NAIC# INSURERA:Great American Insurance Cc 16691 Sacramento CA 95825 INSURED INSURER B : INSURER C : Greater Coachella Valley Chamber of Commerce INSURERD: 82-921 Indio Blvd. INSURER E : INSURERF: Indio CA 92201-3139 COVERAGES CERTIFICATE NUMBER:CL167107185 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSD WVD POLICY NUMBER POLICY EFF MMI D/YYYY POLICY EXP MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE � OCCUR DAMAGE 1A PREM SESOEa o'cur RENTED $ 300,000 MED EXP (Any one person) $ 10,000 X SPP1302733 7/1/2016 7/1/2017 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY ❑ PRO- P ❑ LOC X PRODUCTS - COMP/OPAGG $ 4,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS SPP1302733 7/1/2016 7/1/2017 BODILY INJURY (Per accident) $ X DAMAGE PROaccident) PROPERTY (Per $ HIRED AUTOS X NON -OWNED AUTOS A X UMBRELLA LIAB X OCCUR SPP1302733 7/1/2016 7/1/2017 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? [ N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Additional Insured per written contract/agreement. The City of La Quinta and its officers and employees are included as additional insured with respects to General Liability, per terms and conditions of policy. Blanket Additional Insured policy for, inclusive in this policy, is attached --BP 86 68 11-06 (P. 61-79). Insurance is primary and non-contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of La Quinta THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 78495 Calle Tampico ACCORDANCE WITH THE POLICY PROVISIONS. La Quinta, CA 92253 AUTHORIZED REPRESENTATIVE Dick Lemon/REX�— ACORD 25 (2014/01) INS025 (201401) ©1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you own more than 50% of the voting stock, will qualify as an insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. coverage under this provision does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; c. coverage under this provision does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. With respect to "mobile equipment" registered in your name or under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "bodily injury" to a co -"employee" of the person driving the equipment; or b. "property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. With respect to a watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft: a. with your permission; and b. in connection with the conduct of your business. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft in connection with the conduct of your business, and only if no other insurance of any kind is available to that person or organization for such liability. However, no person or organization is an insured with respect to: a. "bodily injury" to a co -"employee" of the person operating the watercraft; or b. "property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this Policy. 6. "Additional Insureds" When Required by Written Contract, Written Agreement or Permit a. The persons or organizations described in paragraphs b. through g. below are also insureds (and may also be referred to below as "additional insureds"), but only if: (1) either: (a) you have agreed, in a written contract to have such person or organization added as an "additional insured" under this Policy; or BP 86 68 (Ed. 11/06) XS (Page 61 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (b) a permit issued to you by a state or political subdivision requires such person or organization to be added as an "additional insured" under this Policy; and (2) the "bodily injury," "property damage," or offense causing "personal and advertising injury" occurs subsequent to execution of the contract or agreement, or issuance of the permit. A person's or organization's status as an "additional insured" under paragraphs b. through g. ends at the earlier of: (1) the end of the minimum period of time required by the contract or permit, or (2) the expiration of the policy period of this Policy. No person or organization is an "additional insured" under paragraphs b. through g. if such person or organization is an insured by virtue of an endorsement issued by us and attached to this Coverage Form. b. Vendors Subject to a., above, any person or organization that distributes or sells "your product" in the regular course of that person's or organization's business (referred to below as vendor) is an "additional insured," but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of that vendor's business, and only if this Coverage Form provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." (1) No vendor is an insured with respect to any: (a) "bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. this exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) express warranty authorized by you; (c) physical or chemical change in the product made intentionally by the vendor; (d) repackaging, except when "your product" is unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product; (f) demonstration, installation, servicing or repair of "your product," except such operations performed at the vendor's premises in connection with the sale of the product; (g) product which, after distribution or sale by you, has been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "bodily injury" or "property damage" arising out of the sole negligence of: BP 86 68 (Ed. 11/06) XS (Page 62 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (i) the vendor, or (ii) the vendor's employees or any other person or organization acting on its behalf. However, paragraph (h) does not apply to: (i) the exceptions contained in subparagraphs (d) or (f); or (ii) such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product. (2) The coverage afforded for vendors under paragraph b. does not apply to any person or organization from whom you have acquired either such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. Lessors of Equipment (1) Subject to a., above, any person or organization from whom you lease equipment is an "additional insured," but only with respect to liability arising out of your maintenance, operation or use of equipment you lease from that person or organization. (2) No such person or organization is an "additional insured" as respects any: (i) "occurrence" which takes place before the equipment lease begins or after the equipment lease expires, or (ii) "bodily injury," "property damage," or "personal and advertising injury" arising out of the sole negligence of such person or organization. d. Lessors of Land or Premises (1) Subject to a., above, any person or organization from whom you lease land or premises is an "additional insured," but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) No such person or organization is an "additional insured" as respects any: (a) "occurrence" that takes place before you lease that land or premises; or (b) "occurrence" that takes place after your lease ends; or (c) structural alteration, new construction or demolition operation performed by or on behalf of such person or organization. e. Architects, Engineers or Surveyors (1) Subject to a., above, any person or organization you engage as an architect, engineer, or surveyor is an "additional insured," but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in party, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) in connection with your premises; or (b) in the performance of your ongoing operations. BP 86 68 (Ed. 11/06) XS (Page 63 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (2) No such person or organization is an "additional insured" with respect to any: (a) "bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional service by or for you, including: (i) the preparing, approving, or failing to prepare or approve, any maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings, or specifications; or (ii) any supervisory, inspection, architectural or engineering activity. f. Permits Issued by State or Political Subdivisions (1) Subject to a., above, any federal, state, or local government or governmental agency that issues you a permit in connection with any one or more of the following activities at premises you, own, rent, or control and to which this insurance applies, is an "additional insured" as respects such activity(ies) at such premises: (a) the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist -away openings, sidewalk vaults, street banners, decorations and similar exposures; or (b) the construction, erection, or removal of an elevator; or (c) the ownership, maintenance, or use of an elevator. (2) No such government or agency is an "additional insured" with respect to any: (a) "bodily injury," "property damage" or "personal and advertising injury" arising out of any operations performed for that government or agency; or (b) "bodily injury," "property damage" or "personal and advertising injury" included within the "products -completed operations hazard." g. Any Other Party (1) Subject to a., above, any person or organization described neither: (a) as an insured in C.1. through C.S., nor (b) as an "additional insured" in b. through f. above, is an "additional insured," but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (i) in the performance of your ongoing operations; (i i) in connection with premises owned by or rented to you; or (iii) in connection with "your work" and included within the "products -completed operations hazard," But (iii) applies only if this Coverage Form provides coverage for "bodily injury" or "property damage" within the "products -completed operations hazard." BP 86 68 (Ed. 11/06) XS (Page 64 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (2) No such person or organization is an "additional insured" with respect to "bodily injury" or "property damage" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying service, including any: (a) preparing or approving, or failing to prepare or approve, any maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings, designs or specifications; or (b) supervisory, inspection, architectural or engineering activity. The Limits of Insurance that apply to "additional insured's" are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an "additional insured" is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. insureds; b. claims made or "suits" brought; or c. persons or organizations making claims or bringing "suits." 2. The most we will pay for the sum of all damages because of all: a. "bodily injury," "property damage" and medical expenses arising out of any one "occurrence"; and b. "personal and advertising injury" sustained by any one person or organization; is the Liability and Medical Expenses limit shown in the Declarations. But the most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses limit shown in the Declarations. c. For all sums which the Insured becomes legally obligated to pay as damages caused by an "occurrence" under Coverage A, section 1. Business Liability, and for all medical expenses caused by accident under Coverage A, section 2. Medical Expenses, a separate Liability and Medical Expenses Limit of Insurance applies to each designated "location" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 3. The most we will pay under Business Liability Coverage for damages because of "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of any one fire or explosion is the Damage to Premises Rented to You limit shown in the Declarations. BP 86 68 (Ed. 11/06) XS (Page 65 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 4. Aggregate Limits a. The most we will pay under this insurance for the sum of all "bodily injury" and "property damage" that is included in the "products -completed operations hazard" is twice the Liability and Medical Expenses limit and: b. The most we will pay under this insurance for the sum of all: (1) "bodily injury" or "property damage," other than "bodily injury" and "property damage" included in the "products -completed operations hazard"; and (2) medical expenses; and (3) "personal and advertising injury" is twice the Liability and Medical Expenses limit. This Aggregate Limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner, arising out of fire or explosion. 5. How Limits Apply to "Additional Insured's" The most we will pay on behalf of any "additional insured" described in C.6., above, is the lesser of: a. the applicable Limit of Insurance specified in the written contract or permit; or b. the applicable Limit of Insurance shown in the Declarations and described in 1. through 4., of this section. Such amounts will be part of, and not in addition to, the Limits of Insurance shown in the Declarations and described in this section. The Limits of Insurance of this Policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the Insured's estate will not relieve us of our obligations under this Policy. 2. Duties in the Event of Occurrence, Offense, Claim or Suit a. You and any other involved insured must see to it that we are notified as soon as practicable of any "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) how, when and where the "occurrence" or offense took place; (2) the names and addresses of any injured persons and witnesses; and BP 86 68 (Ed. 11/06) XS (Page 66 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (3) the nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) immediately record the specifics of the claim or "suit" and the date received; and (2) notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) authorize us to obtain records and other information; (3) cooperate with us in the investigation, or settlement of the claim or defense against the "suit"; and (4) assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the Insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that Insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Knowledge of an "Occurrence," Offense, Claim or "Suit" Paragraphs a. and b. apply to any involved insured when the "occurrence," offense, claim or "suit" is known to: (1) that Insured, if the involved Insured is an individual; (2) any partner, if the involved Insured is a partnership; (3) any manager, if the involved Insured is a limited liability company; (4) any "executive officer," risk manager, or insurance manager, if the involved Insured is a corporation; (5) any trustee, if the involved Insured is a trust; or (6) any elected or appointed official, if the involved Insured is a governmental entity, or a subdivision or agency of a governmental entity. This paragraph e. applies separately to each involved insured. 3. Financial Responsibility Laws a. When this Policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the Policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and Limits of Insurance required by that law. BP 86 68 (Ed. 11/06) XS (Page 67 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Policy: a. to join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. to sue us on this Policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Policy or that are in excess of the applicable Limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the Insured and the claimant or the claimant's legal representative. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a. as if each Named Insured were the only Named Insured; and b. separately to each insured against whom claim is made or "suit" is brought. 6. Representations By accepting this Policy, you agree: a. the statements in the Declarations are accurate and complete; b. those statements are based upon representations you made to us; and c. we have issued this Policy in reliance upon your representations. If you unintentionally fail to disclose all hazards relating to the conduct of your business at the inception date of this Policy, we shall not deny coverage under this Policy because of such unintentional failure, but only if you promptly make full disclosure of all such hazards upon discovery of any such unintentional failure to disclose. 7. Other Insurance If other valid and collectible insurance applies to any liability we cover under this Policy, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If the other insurance is also primary, we will share with all such other primary insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: BP 86 68 (Ed. 11/06) XS (Page 68 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (1) (a) any of the other insurance, whether described as primary, excess, contributory, non-contributory, contingent, or on any other basis that is fire, lightning, extended coverage, builder's risk, installation risk, or similar coverage for "your work"; (b) that is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) that is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (d) that arises out of the maintenance or use of an aircraft, "auto" or watercraft, to the extent not subject to exclusion 1.g. of section B. Exclusions. (e) that arises out of "property damage" to borrowed equipment or the use of an elevator, to the extent not subject to exclusion 1.k. of section B. Exclusion. (2) Any other insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, and for which you have been added as an "additional insured"; or (3) (a) any other insurance available to any person or organization that is an "additional insured" under this Policy. However, this insurance is primary if you have so agreed in a written contract, or if a written permit so requires. If the "additional insured's" other insurance is also primary, we will share with such other insurance by the method described in c. below; (b) if you have so agreed in a written contract, or if a written permit so requires, this insurance is primary and non-contributory with the "additional insured's" own insurance. In that case, this insurance is primary and we will not seek contribution from that other insurance; (c) if (b) does not apply, and if a claim or "suit" we cover under this insurance may also be covered by other insurance available to an "additional insured," then that "additional insured" must also submit the claim or "suit" to the other insurer for defense and indemnity. Paragraphs (a) and (b) do not apply to other insurance to which an "additional insured" under this Policy has also been added as an "additional insured." When this insurance is excess, we will have no duty under this Policy to defend the Insured against any "suit" if any other insurer has a duty to defend the Insured against that "suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) the total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) the total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance Provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of the Policy. BP 86 68 (Ed. 11/06) XS (Page 69 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 c. Method of Sharing If all the other insurance with which we share a loss permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable Limit of Insurance or none of the loss remains, whichever comes first. If any of the other insurance with which we share a loss does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable Limit of Insurance to the total applicable Limits of Insurance of all insurers. 8. Transfer of Rights of Recovery Against Others to Us a. Transfer of Rights of Recovery If the Insured has rights to recover all or part of any payment, including supplementary payments, we have made under this Policy, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the Insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expense Coverage. b. Waiver of Rights of Recovery (Waiver of Subrogation) If the Insured waives any right of recovery against any person or organization for all or part of any payment, including supplementary payments, we make under this Policy, we also waive that right, provided the Insured waives such right of recovery against such person or organization in a written contract or written permit executed before the "occurrence," "bodily injury," "property damage," offense, or "personal and advertising injury" that took place. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. notices that are published include material placed on the Internet or on similar electronic means of communication; and b. regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Additional insured" means: a. When referring to an "additional insured" under this insurance: (1) a person or organization that is neither a named insured nor described in paragraphs 1. through 5. of Section C - WHO IS AN INSURED, but is an insured under this insurance only by virtue of: (a) paragraph 6. of Section C - WHO IS AN INSURED; or (b) Section F - OPTIONAL "ADDITIONAL INSUREDS"; or (c) an endorsement we issue. BP 86 68 (Ed. 11/06) XS (Page 70 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 b. When referring to an "additional insured" under any other insurance, a person or organization that is, under that other insurance, neither a Named Insured nor within that Policy's general description of who is an insured, but is nevertheless protected under that Policy as an insured pursuant to a policy provision or endorsement describing an "additional insured." 3. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment." 4. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 5. "Coverage territory" means: a. the United States of America (including its territories and possessions), Puerto Rico and Canada; b. international waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. all other parts of the world if the injury or damage arises out of: (1) goods or products made or sold by you in the territory described in a. above; (2) the activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the Insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in a. above or in a settlement we agree to. 6. "Employee" includes a "leased worker." "Employee" does not include a "temporary worker." 7. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 8. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 9. "Impaired property" means tangible property, other than "your product" or "your work," that cannot be used or is less useful because: a. it incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. the repair, replacement, adjustment or removal of "your product" or "your work"; or b. your fulfilling the terms of the contract or agreement. BP 86 68 (Ed. 11/06) XS (Page 71 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 10. "Insured contract' means: a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. a sidetrack agreement; c. any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. an elevator maintenance agreement; f. that part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridges or trestle, tracks, road beds, tunnel, underpass or crossing. However, paragraph f. does not include that part of any contract or agreement that: (1) indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or drawings and specifications; or (b) giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection or engineering services. 11. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker." 12. "Loading or unloading" means the handling of property: a. after it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. while it is in or on an aircraft, watercraft or "auto"; or BP 86 68 (Ed. 11/06) XS (Page 72 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 c. while it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto." 13. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. vehicles maintained for use solely on or next to premises you own or rent; c. vehicles that travel on crawler treads; d. vehicles, whether self-propelled or not, on which are permanently mounted: (1) power cranes, shovels, loaders, diggers or drills; or (2) road construction or resurfacing equipment such as graders, scrapers or rollers; e. vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) cherry pickers and similar devices used to raise or lower workers; f. vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos": (1) equipment designed primarily for: (a) snow removal; (b) road maintenance, but not construction or resurfacing; or (c) street cleaning; (2) cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 14. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 15. "Personal and advertising injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses: BP 86 68 (Ed. 11/06) XS (Page 73 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 a. false arrest, detention or imprisonment; b. malicious prosecution; c. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; or e. oral, written or electronic publication of material that violates a person's right of privacy. f. the use of another's advertising idea in your "advertisement"; or g. infringing upon another's copyright, trade dress or slogan in your "advertisement." h. discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 16. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 17. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) products that are still in your physical possession; or (2) work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at the job site has been put to its intended use by any other person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) the transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) the existence of tools, uninstalled equipment or abandoned or unused materials. BP 86 68 (Ed. 11/06) XS (Page 74 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 18. "Property damage" means: a. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. Computerized or electronically stored data, programs or software are not tangible property. As used in this definition, computerized or electronically stored data means information, facts or programs stored as, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 19. "Suit" means a civil proceeding in which damages because of "bodily injury," "property damage," or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. any arbitration proceeding in which such damages are claimed and to which the Insured must submit or does submit with our consent; or b. any other alternative dispute resolution proceeding in which such damages are claimed and to which the Insured submits with our consent. 20. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 21. "Volunteer worker" means a person who is not your "employee," and who donates his or her work, acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 22. "Your product" means: a. any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) you; (2) others trading under your name; or (3) a person or organization whose business or assets you have acquired; and b. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: a. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and b. the providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. BP 86 68 (Ed. 11/06) XS (Page 75 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 23. "Your work" means: a. work or operations performed by you or on your behalf; and b. materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: a. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and b. the providing of or failure to provide warnings or instructions. SAFEPAK@ COMMON POLICY CONDITIONS All coverages of this Policy are subject to the following conditions. A. CANCELLATION 1. The first Named Insured shown in the Declarations may cancel this Policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this Policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this Policy. (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) seasonal unoccupancy; or (b) buildings in the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a covered cause of loss, permanent repairs to the building: (a) have not started, and (b) have not been contracted for within 30 days of initial payment of loss. (3) The building has: (a) an outstanding order to vacate; (b) an outstanding demolition order; or (c) been declared unsafe by governmental authority. BP 86 68 (Ed. 11/06) XS (Page 76 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5) Failure to: (a) furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b) pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this Policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. CHANGES This Policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this Policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this Policy. C. CONCEALMENT, MISREPRESENTATION OR FRAUD This Policy is void in any case of fraud by you at any time as it relates to this Policy. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1. this Policy; 2. the Covered Property; 3. your interest in the Covered Property; or 4. a claim under this Policy. D. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this Policy at any time during the policy period and up to three years afterward. E. INSPECTIONS AND SURVEYS We have the right but are not obligated to: BP 86 68 (Ed. 11/06) XS (Page 77 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 1. make inspections and surveys at any time; 2. give you reports on the conditions we find; and 3. recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: 1. are safe or healthful; or 2. comply with laws, regulations, codes or standards. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. F. INSURANCE UNDER TWO OR MORE COVERAGES If two or more of this Policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. G. LIBERALIZATION If we adopt any revision that would broaden the coverage under this Policy without additional premium within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Policy. H. PREMIUMS 1. The first Named Insured shown in the Declarations: a. is responsible for the payment of all premiums; and b. will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the Policy was issued. On each renewal, continuation or anniversary of the effective date of this Policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this Policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. paid to us prior to the anniversary date; and b. determined in accordance with paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this Policy will expire on the first anniversary date that we have not received the premium. 4. Undeclared exposures or change in your business operation, acquisition or use of locations may occur during the policy period that are not shown in the Declarations. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. BP 86 68 (Ed. 11/06) XS (Page 78 of 79) * AO * 07/11/2016 * SPP 1302733 00 00 Great American Insurance Company of New York *D/B* 488930 I. PREMIUM AUDIT 1. This Policy is subject to audit if a premium designated as an advance premium is shown in the Declarations. We will compute the final premium due when we determine your actual exposures. 2. Premium shown in this Policy as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Audit premiums are due and payable on notice to the first Named Insured. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. J. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS POLICY Your rights and duties under this Policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. BP 86 68 (Ed. 11/06) XS (Page 79 of 79) l►i� 1 1 MEMORANDUM TO: Frank J. Spevacek, City Manager FROM: Bryce Bunker, Business Analyst DATE: January 31, 2017 RE: La Quinta Chamber of Commerce and Greater Coachella Valley Chamber of Commerce - Amendment No. 1 to original MOU to increase funding for the sponsorship of two CareerBuilder Challenge Events. Attached for your signature is the Amendment No. 1 to the original MOU with LC, Chamber and GCVCC to provide increased sponsorship dollars for an updated, evening networking Kick-off event ($5,000) for the CareerBuilder Challenge and operation of the Tournament Information Booth ($2,600) for the duration of the event. Please sign the attached amendment and return it to the City Clerk for processing and distribution. FG—R2-01 6-0059 Requesting department shall check and attach the items below as appropriate: X Contract payments will be charged to account number: 101-1002-60103 X Amount of Agreement, Amendment, Change Order, etc.: $7,600 A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with no reportable interests in LQ or reportable interests 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: Approved by the City Council on January 3, 2017 (date) City Manager's signature authority provided under Resolution No. 2015-045 for budgeted expenditures of $50,000 or less 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: X Insurance certificates as required by the agreement (approved by Risk Manager on date) Performance bonds as required by the agreement (originals) City of La Quinta Business License No. ; Expires: include License copy; or list License No. and Exp. date above Purchase Order number