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2022-23 Greater Coachella Valley Chamber of Commerce - Professional Promotional ServicesMEMORANDUM DATE: TO: FROM: RE: Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. Authority to execute this agreement is based upon: ___ Approved by City Council on ___________________________________________ ___ City Manager’s signing authority provided under the City’s Purchasing Police [Resolution No. 2019-021] for budget expenditures of $50,000 or less. ___ Department Director’s or Manager’s signing authority provided under the City’s Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and $5,000, respectively, or less. Procurement Method (one must apply): ___ Bid ___ RFP ___ RFQ ___ 3 written informal bids ___ Sole Source ___ Select Source ___ Cooperative Procurement Requesting department shall check and attach the items below as appropriate: ___ Agreement payment will be charged to Account No.: _____________________ ___ Agreement term: Start Date ________________ End Date ________________ ___ Amount of Agreement, Amendment, Change Order, etc.: $____________________ REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount, not individual Amendments or Change Orders! ___ Insurance certificates as required by the Agreement for Risk Manager approval Approved by: ______________________________ Date: _______________ ___ Bonds (originals) as required by the Agreement (Performance, Payment, etc.) ___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is required pursuant FPPC regulation 18701(2) ___ Business License No. __________________; Expires: __________________ ___ Requisition for a Purchase Order has been prepared (Agreements over $5,000) 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. 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, 2022 General Election. 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 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 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. a.0 ADDITIONAL PROVISIONS. a.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. a.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. a.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. a.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). a.5 No waiver of any term or condition of this MOU shall be a continuing waiver thereof. a.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] 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.Six (6) full pages of content, twelve (12) months ii.Two (2) full pages of recycling content, twelve (12) months iii.Layout and design for all content 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 3.15th Annual Hot Rod & Custom Car Show Sponsorship a.Community Event: annual car show at La Quinta Community Park. i.Projected event parameters 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) 4.Business Development a.Business Outreach/Services i.Ombudsman-like Services ii.Strategic Advertising/PR iii.Regional Investment iv.Workforce and Business Development v.Data Collection of City’s Businesses Grand Total: $125,000 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. City of La Quinta CITY COUNCIL MEETING: June 21, 2022 STAFF REPORT AGENDA TITLE: APPROVE MEMORANDUM OF UNDERSTANDING WITH GREATER COACHELLA VALLEY CHAMBER OF COMMERCE RECOMMENDATION Approve a Memorandum of Understanding with the Greater Coachella Valley Chamber of Commerce; and authorize the City Manager to execute the document. EXECUTIVE SUMMARY •The City has had annual services agreements with the La Quinta Chamber of Commerce or the Greater Coachella Valley Chamber of Commerce (Chamber) since 1991 to support business development, retention, and tourism. •Per the proposed Memorandum of Understanding (MOU) (Attachment 1) the City would assist in funding State of the City, Hot Rod & Custom Car Show, and business engagement for approximately $33,000. •The Gem will be distributed monthly to residents and businesses in La Quinta with a $92,000 budget for 6 pages of exclusive City content and 2 pages of educational material related to Senate Bill 1383 (California’s Short-Lived Climate Pollutant Reduction) regulations for a total of 8 pages. FISCAL IMPACT The 2022/23 Budget would allocate $102,000 for Chamber services in the Marketing & Tourism account (101-3007-60461) and $23,000 from AB 939 account (221-0000-60127) for a total of $125,000. This is a $29,800 increase from the 2021/22 MOU. BUSINESS SESSION ITEM NO. 4 325 BACKGROUND/ANALYSIS The MOU would be managed by the City Manager’s office. The scope of work includes: 1. The Gem Newsletter a. Monthly Community newsletter circulated by mail to approximately 23,000 residences and businesses within La Quinta 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. Two (2) full pages of recycling content, twelve (12) months iii. Layout and design for all content 2. State of the City a. Presentation by Mayor and Council of city progress and on- going development efforts b. Mayor and Council 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 3. 15th Annual Hot Rod & Custom Car Show Sponsorship a. Community Event: annual car show at La Quinta Community Park. i. Projected event parameters 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) 4. Business Development a. Business Outreach/Services i. Ombudsman-like Services ii. Strategic Advertising/Public Relations iii. Regional Investment iv. Workforce and Business Development v. Data Collection of City’s Businesses 326 ALTERNATIVES Council may choose to make modifications to the scope and/or funding levels. Prepared by: Marcie Graham, Marketing Manager Approved by: Gil Villalpando, Director Attachment: 1. Memorandum of Understanding with the Greater Coachella Valley Chamber of Commerce 327