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HomeMy WebLinkAboutContract 0839-5 ,F f. J i'n D ORIGINAL - - SERVICE PROVIDER AGREEMENT BY AND BETWEEN THE CATHEDRAL CITY CHAMBER OF COMMERCE AND THE CITY OF CATHEDRAL CITY FOR BUSINESS RETENTION AND EXPANSION, COOPERATIVE MARKETING PROGRAMS,VISITOR CENTER SERVICES,AND GENERAL SUPPORT THIS SERVICE PROVIDER AGREEMENT, is made and entered into this 8th day of June, 2016, by and between the Cathedral City Chamber of Commerce, a California 501(c)(6) non-profit corporation (hereinafter referred to as the "Service Provider"), and the City of Cathedral City, a California municipal corporation (hereinafter referred to as the"City"). RECITALS: WHEREAS, the Cathedral City Chamber of Commerce proposes to provide business retention and expansion, cooperative marketing programs, Visitor's Center services and general support for the City of Cathedral City, as well as traditional functions of the Chamber; and WHEREAS, the City of Cathedral City can benefit from the services offered by the Cathedral City Chamber of Commerce as a qualified service provider, on an independent contractor's basis, the services outlined in the Scope of Services, attached hereto as Exhibit"A"; and WHEREAS, the Cathedral City Chamber of Commerce agrees to provide the City of Cathedral City with independent audit reports and/or independent accountant reviews of the Chamber's financials completed on a quarterly basis clearly indicating how the funds from the City of Cathedral City have been or will be expended; and WHEREAS, the Cathedral City Chamber of Commerce agrees to proactively pursue efforts to increase its membership and increase non-City revenues. NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS AND PROMISES CONTAINED HEREIN, AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,THE PARTIES AGREE AS FOLLOWS: Section 1. RECITALS AND TERM OF AGREEMENT The recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference as though set forth herein. This Agreement shall be for a term of twelve (12)months,commencing on July 1,2016. Section 2. SCOPE OF SERVICES The Service Provider shall provide to the City those services as set forth in the "Scope of Services", attached hereto as Exhibit "A", and incorporated herein by this reference as though set forth at length. The Service Provider shall at all times during the term of this Agreement perform the services described in this Agreement as an independent contractor. Section 3. COMPENSATION AND PAYMENT SCHEDULE The City shall compensate the Service Provider a total amount of $60,000 (sixty thousand dollars) for the services rendered by the Service Provider pursuant to Exhibit "B" attached to this Agreement. Chamber of Commerce Service Provider Agreement FY16/17 Page 1 Section 4. REPRESENTATIONS AND ACKNOWLEDGMENTS REGARDING INDEPENDENT CONTRACTOR'S STATUS OF THE SERVICE PROVIDER A. The Service Provider represents and acknowledges the following: (1) The City is not required to provide any training or counsel to the Service Provider or its employees in order for the Service Provider to perform the services described in this Agreement. (2) Performance of the services described in this Agreement does not have to be integrated into the daily business operations of the City. Further, the services described in this Agreement can be performed without the use of City equipment, materials,tools or facilities. (3) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with the Service Provider on a continuing basis after termination of this Agreement. (4) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage or other such compensation to any person employed by the Service Provider to perform the services described in this Agreement. (5) The Service Provider shall not at any time or in any manner represent that it or any of its officers,employees, or agents are"employees"of the City. B. The City represents and acknowledges the following: (1) The Service Provider is not required to comply with daily instructions from City staff with respect to when, where or how the Service Provider performs the services set forth in this Agreement. The Service Provider is solely responsible for determining who, under the supervision or direction of Service Provider,will perform the services set forth in this Agreement. (2) The City will not hire, supervise or pay any assistants working for the Service Provider pursuant to this Agreement. (3) Nothing in this Agreement shall be interpreted to imply that the Service Provider must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement. (4) It is the sole responsibility of the Service Provider to set the hours during which the Service Provider performs or plans to perform the services set forth in this Agreement. The Service Provider is not required to devote full time staff to the business operations of the City in order to perform the services set forth in this Agreement. (5) Unless deemed necessary under certain circumstances, the Service Provider is not required to perform the services set forth in this Agreement at the Cathedral City Civic Center or on City-owned property. (6) Other than attendance at required public meetings and public hearings, and complying with procedural requirements set forth by law, the Service Provider is not required to perform the services set forth in the Agreement in any particular order or sequence. (7) Nothing in this Agreement shall be interpreted to preclude the Service Provider from working for other persons or firms, provided such work does not create a conflict of interest. Section 5. NOT AGENT OF THE CITY A. Nothing contained in this Agreement shall be deemed, construed or represented by the City or the Service Provider or by any third person to create the relationship of principal and agent. Chamber of Commerce Service Provider Agreement FY16/17 Page 2 B. The Service Provider shall have no authority, expressed or implied, to act on behalf of the City in any capacity whatsoever as an agent nor shall the Service Provider have any authority, expressed or implied,to bind the City to any obligation whatsoever. Section 6. QUALIFICATIONS AND WARRANTY The Service Provider represents that it has obtained and will maintain at all times during the term of this Agreement all professional and/or business licenses, certifications and/or permits necessary for performing the services described in this Agreement. The Service Provider warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. Section 7. FAMILIARITY WITH WORK A. By executing this Agreement, the Service Provider warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending to the performance of work under this agreement. B. Should the Service Provider discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, it shall immediately inform the City of such fact and shall not proceed,except at the Service Provider's risk, until written instructions are received from the appropriate City representative. Section 8. CONFLICTS OF INTEREST The Service Provider covenants that neither its staff nor any officer has any interest, nor shall it acquire an interest, directly or indirectly, which would conflict in any manner with the performance of the Service Provider's services under this Agreement. Section 9. COMPLIANCE WITH LAWS The Service Provider shall comply with all local, state and federal laws and regulations applicable to the services required hereunder. Section 10. NONDISCRIMINATION A. The Service Provider shall comply with the City's employment-related nondiscrimination policies as set forth in the Cathedral City Municipal Code,as it may be amended from time to time. B. The Service Provider acknowledges the City's employment-related nondiscrimination policies prohibit discrimination on the basis of an individual's sex, gender identity, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation, and domestic partnership status. Section 11. WORKERS'COMPENSATION INSURANCE A. The Service Provider shall procure and maintain at its own expense, during the term of this Agreement,workers' compensation insurance providing coverage as required by the California State Workers'Compensation Law. B. If any class of employees employed by the Service Provider pursuant to this Agreement is not protected by the California State Workers' Compensation Law, the Service Provider shall provide adequate insurance for the protection of such employees to the satisfaction of the legal counsel of the City. Chamber of Commerce Service Provider Agreement FY16/17 Page 3 Section 12. ADDITIONAL NAMED INSURED Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by all policies, except for Workers' Compensation, shall bear an endorsement whereby it is provided that the City and its officers, employees, servants, volunteers, agents and independent contractors, including without limitation, the City Manager, Economic Development Director, Economic Development Manager, Community Development Director, Administrative Services Manager, Police Chief, Fire Chief, Communication and Events Manager, City Engineer, and City Legal Counsel are named as additional insureds. Section 13. WAVIER OF SUBROGATION RIGHTS The Service Provider shall require the carriers of all required insurance policies to waive all rights of subrogation against the City and its officers,volunteers,employees,contractors and subcontractors. Section 14. COMPREHENSIVE GENERAL AND AUTOMOBILE LIABILITY INSURANCE, AND PROOF OF INSURANCE COVERAGE The Service Provider shall procure and maintain at its own expense, during the term of this Agreement, comprehensive general liability insurance of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury, personal injury and property damage. A. The Service Provider shall secure from a good and responsible company or companies authorized to perform insurance business in the State of California the policies of insurance required by this Agreement and furnish to the City certificates of insurance on or before the commencement of the term of this Agreement. B. The certificates of insurance shall bear an endorsement whereby it is provided that, in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty(30) days before the cancellation or amendment is effective. C. The certificates of insurance shall bear an endorsement whereby it is provided that the respective insurance policy shall not be terminated or expire without first providing thirty (30) days' written notice to the City of such termination or expiration. D. The certificates of insurance shall indicate that the respective insurance policy will be maintained throughout the term of this Agreement. E. Within thirty (30) days of the execution of this Agreement, the Service Provider shall furnish certified copies of all required insurance policies and endorsements. Section 15. TERMINATION OR SUSPENSION A. This Agreement may be terminated or suspended without cause by the City at any time provided that the City provides the Service Provider at least ten (10) business days' written notice of such termination or suspension. B. This Agreement may be terminated or suspended with cause by the City at any time provided the City provides at least(3) business days'written notice of such termination or suspension. Chamber of Commerce Service Provider Agreement FY16/17 Page 4 C. This Agreement may be terminated by the Service Provider with cause at any time provided the Service Provider provides the City at least ten (10) business days' written notice of such termination. Section 16. TIME OF THE ESSENCE Time is of the essence in the performance of this Agreement. Section 17. INDEMNIFICATION A. The Service Provider shall defend, indemnify and hold harmless the City, its officers, employees, representatives and agents, from against those actions, suits, proceedings, claims, demands, losses, costs and expenses, including reasonable legal costs and attorneys' fees, for any personal injuries, deaths, property damage (including property owned by the City) and for acts committed by the Service Provider, its officers, employees, independent contractors and agents,which may arise out of the Service Provider's negligence in performing the services described in this Agreement unless such losses or damages are proven to be caused by the City's own negligence or that of its officers or employees. B. Service Provider shall defend, indemnify and hold harmless the City, its officers, employees, representatives and agents, from and against those actions, suits, proceedings, claims, demands, losses, costs and expenses, including reasonable legal costs and attorney's fees that may arise out of Service Provider's actions in the discipline, suspension and/or termination against or involving any of Service Provider's employees, independent contracts,officers and agents. C. The City does not, and shall not, waive any rights that it may have against the Service Provider under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense described herein. Section 18. REPORTS AND MEETINGS A. The Service Provider shall prepare and submit to the City's Economic Development Manager on a quarterly basis: (1) a detailed Scope of Service Activity Report concerning the Service Provider's performance of the services required by this Agreement and (2) a Budget Report including a financial statement that clearly shows year-to-date revenues and expenses. A City/Chamber Committee comprised of the City Manager, City Economic Development Manager, City Council representatives and Chamber Executive Board representatives shall also meet at these same quarterly intervals to discuss the submitted reports. B. The Service Provider shall submit to the City Economic Development Manager by January 1, 2017, a recommendation regarding the staffing structure for the current Chamber and/or multi-Chamber consolidation. Section 19. INVOICES The City's sponsorship will be provided to the Service Provider in four (4) equal installments as follows: Upon satisfactory submission by the Service Provider of the Quarterly Scope of Service Activity Report and Quarterly Budget Report, and completion of the City/Chamber Committee Quarterly Meeting. The Service Provider shall submit its quarterly invoices to the City Finance Department. Chamber of Commerce Service Provider Agreement FY16/17 Page 5 Section 20. RECORDS The Service Provider shall keep such books and records as necessary to perform the services required by this Agreement and enable the Executive Officer to evaluate the cost and performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles. The City Manager or designee shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy,audit, and make records and transcripts from such records. Section 21. OWNERSHIP OF DOCUMENTS A. Upon completion of any document or report required to be provided by the Service Provider in the course of performing any of the services described in this Agreement, or upon earlier termination of this Agreement, all completed original documents and/or reports and any designs, drawings, calculations, diskettes, computer files, notes, and other related materials prepared or produced in connection with such documents or reports shall be considered the joint property of both the City and the Service Provider and may be used and/or reused on any other project by the City or Service Provider without the permission of either the City or Service Provider. B. All computer files produced in connection with the services described in this Agreement shall be provided to the City in a form and format that is compatible with the City's existing computer equipment and software. Section 22. CONFIDENTIALITY Service Provider and City shall work together in identifying certain drafts/documents/reports prepared by the Service Provider for the City,which shall be kept strictly confidential until such time the City authorizes the release of said information. The Service Provider shall not disclose to any other entity or person any information regarding the activities of the City except as required by law or as authorized by the City. All financial reports provided by the Service Provider to the City shall be deemed confidential and shall not be released publicly without prior written approval of the Service Provider or as required by law. Section 23. PRINCIPAL REPRESENTATIVES A. The Executive Officer or Chairman of the Board are designated as the principal representatives of the Service Provider for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement. The Economic Development Manager shall be the principal representative of the City for purposes of communicating with the Service Provider on any matter associated with the performance of the services set forth in this Agreement. B. Either party may designate another individual as its principal representative by giving notice of such designation to the other party. C. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals shall be responsible during the term of this Agreement for directing all activities of the Service Provider and devoting sufficient time to personally supervise the services hereunder. Section 24. MODIFICATIONS AND AMENDMENTS This Agreement may be modified or amended only by a written instrument signed by both parties. Chamber of Commerce Service Provider Agreement FY16/17 Page 6 Section 25. ENTIRE AGREEMENT A. This Agreement supersedes any and all other agreements, either oral or written, between the City and the Service Provider with respect to the subject matter of this Agreement. B. This Agreement contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by, or on behalf of, any party except those covenants and agreements embodied in this Agreement. C. No agreement, statement, or promise not contained in this Agreement shall be valid or binding. Section 26. NOTICES A. Any notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested,with postage prepaid,and addressed to the parties as follows: To the City: Economic Development Manager City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City,California 92234 To Service Provider: Chairman of the Board Cathedral City Chamber of Commerce 68845 Perez Road,Suite 6 Cathedral City,California 92234 B. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the second (2"d)day after deposit in the United States mail. Section 27. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES No officer or employee of the City shall be personally liable to the Service Provider, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Service Provider or to its successor, or for any breach of any obligation of the terms of this Agreement. Section 28. INTERPRETATION This Agreement shall not be interpreted against either party on the grounds that one of the parties was solely responsible for preparing it or caused it to be prepared as both parties were involved in drafting it. Section 29. WAIVER A. No waiver shall be binding, unless executed in writing by the party making the waiver. B. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. C. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement. Chamber of Commerce Service Provider Agreement FY16/17 Page 7 Section 30. ASSIGNMENT The experience, knowledge, capability and reputation of the Service Provider, its principals and employees were a substantial inducement for the City to enter into this Agreement. This Agreement shall not be assigned by either party without prior written consent of the other party. Section 31. CARE OF WORK The Service Provider shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by the Service Provider and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages to persons or property until acceptance of the work by the City, except such losses or damages as may be caused by the City's own negligence. The performance of services by the Service Provider shall not relieve the Service Provider from any obligation to correct any incomplete, inaccurate or defective work at no further cost to the City when such inaccuracies are due to the negligence of the Service Provider. Section 32. SEVERABILITY If any one or more of the sentences, clauses, paragraphs or sections contained herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of the Agreement and shall not affect, impair or invalidate any of the remaining sentences,clauses, paragraphs or sections contained herein. Section 33. GOVERNING LAW The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties under this Agreement, shall be construed pursuant to and in accordance with California law. Section 34. RIGHTS AND REMEDIES Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times,of any other rights or remedies for the same default or any other default by the other party. Section 35. VENUE All proceedings involving disputes over the terms, provisions,covenants or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in Riverside County,California. Section 36. ATTORNEY'S FEES In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. Section 37. AUTHORITY The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties. Chamber of Commerce Service Provider Agreement FY16/17 Page 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the dates written above. "City" "Chamber" CITY of CATHEDRAL CITY, a California CATHEDRAL CITY CHAMBER OF COMMERCE, municipal corporation a California non-profit corpor. ion By: ILO.. ) Tor Charles P. McClendon,City Manager Todd Hooks, Chairman of the Board ATTEST: By: 94/4, A '. of Y Gary Howell,Cit Clerk APPROVED AS TO FO:M: By: —_ Eric Vail Legal Counsel Chamber of Commerce Service Provider Agreement FY16/17 Page 9 EXHIBIT"A" CHAMBER OF COMMERCE SCOPE OF SERVICES Fiscal Year 16/17 A general description of services provided to the City of Cathedral City in addition to the traditional functions of the Cathedral City Chamber of Commerce. Visitor Center: The Cathedral City Chamber of Commerce will continue to serve as the City's Visitor Information&Welcome Center, providing tourist and directional information, relocation packets and business start-up information. The Chamber will log the number of contacts(visitors received and telephone inquiries)and the type of information requested for inclusion in the Quarterly Activity Reports. The Chamber will promptly notify the appropriate City staff of inquiries necessitating a response by the City. The Chamber will notify the City Economic Development Manager in a timely manner of inquiries of economic interest to the City. The Chamber will maintain information and reference materials on local and regional attractions;City services; residential,senior and affordable housing;special events; public art;shopping and retail throughout Cathedral City;and transportation services. This promotion of this information will be prioritized as follows: • Cathedral City businesses and events,whether or not affiliated with the Chamber • Non-Cathedral City businesses and events affiliated with the Chamber • None for non-City or non-Chamber businesses or events The Chamber will investigate the feasibility of producing a "map of the city" in partnership with a reputable advertising company to market city businesses and promote the city to visitors. The Chamber will work with the City to develop a "Welcome Packet" comprised of a joint letter from the Mayor and Chamber Board Chair,Chamber membership application, a Community Profile, City business license application,and City services directory. Business Community Outreach and Membership: The Chamber will supply Chamber membership packets to the City's Business License division for distribution to new and renewing business license applicants. The City will provide the Chamber with a list of new and renewing (first notice) in-town/non- home based business license applicants on a monthly basis. The Chamber will contact(business visit, phone,and/or email as appropriate)each business within 30 days of notification to thank them for being a member of the city's business community. This will also enable the Chamber to proactively grow its membership by directly conveying Chamber benefits. The Chamber will log each contact for inclusion in its Quarterly Activity Reports. To strengthen connections with the business community,the Chamber will organize and conduct monthly "business walks"that will include City participation. A minimum of 10 businesses are to be visited during each walk. Input on 2 to 3 questions should be sought to assist in supporting the business community and ultimately the residents of the city. Information such as Chamber member benefits, Chamber and City events, and City/Chamber contact cards should be available for distribution during these walks. The Chamber will log its visits and the general responses to its inquiries for inclusion in the Quarterly Activity Report. 1 To assist the City in obtaining business input on new or modified guidelines and programs(i.e, sustainability and shopping carts),the Chamber will perform up to 4 surveys(3 to 4 questions) per year at the request of the City and report the results to the City Economic Development Manager. Chamber Events: For its sponsorship,the Chamber will provide the City with a set number of passes as follows for the various Chamber events in which the City leaders are an integral party to: • State of the City—10 passes • Monthy Event(i.e., Chamber lunches)—5 passes each • Annual Community Recognition Event(i.e.,Orion Awards)—10 passes • Other Events—5 passes each The State of the City is to be held annually. The content for the event will be provided by the City. The Chamber shall provide sufficient notice of the specific date of the event to the City to allow for adequate preparation time. Promotions and Marketing: The Chamber can be a key participant and promoter of City events.To do so,the Chamber shall monitor the City's events website (www.DiscoverCathedralCity.com) and coordinate on a regular basis with the City's Communications and Events Manager to obtain information about these events and to share cross-promotional information. The Chamber will continue to lend support to the City through publicity assistance in its social media broadcasts,email notices,on its website and via the Chamber's media partners. The City will provide the Chamber with a booth at the Balloon Festival, LGBT Days, and Taste of Jalisco for Chamber and Visitor Center promotions. The City will also use its social media posts to convey Chamber information,as appropriate, upon receipt of information from the Chamber. The City will appoint one ex-officio, non-voting City representative to participate on the Chamber Board. As a priority for FY16/17,the Chamber will work with the City to create a "Local First Cathedral City" Program. The goal of the program is to drive customers to Cathedral City businesses. The Program may include a number of cost-effective tools such as a recognizable logo and colors, social media campaigns, website information and e-reader notifications,on-line coupons,frequent dining cards,giveaways,etc. The Program is to be activated in a timely manner. To further heighten public awareness of specific business clusters within the City,the Chamber will establish and promote an existing business cluster in the city,such as a restaurant or hotel cluster. In partnership with the City Economic Development Manager,create a cluster-benefitting program,such as a restaurant location directory that can be distributed to local hotels. Arrange to meet with representatives from the cluster businesses at least twice per year to encourage cooperative marketing and promotions. The Chamber will be maintained to include a current listing of Chamber members and links to the City's websites(www.CathedralCity.gov and www.DiscoverCathedralCitv.org). The Chamber will provide timely information to its members regarding roadway construction projects, utility upgrades,and power outages as it receives this information from the City or other public agency. The City's current logo will be included on Chamber promotional materials. 2 EXHIBIT"B" CATHEDRAL CITY CHAMBER OF COMMERCE PAYMENT PROGRAM Fiscal Year 16/17 Section 1. Invoices Invoices shall be submitted to the City by Service Provider once at the end of each quarter. For the purpose of this Agreement, quarters end on: September 30, 2016 December 31, 2016 March 31,2017 June 30,2017 Invoices shall be submitted within thirty(30)days of the end of each quarter pending satisfactory submittal of the Chamber's Scope of Service Activity Report and Budget Report, and completion of the City/Chamber Quarterly Meeting. Section 2. Scope of Services Each invoice shall include a copy of the Scope of Services, Exhibit"A" of the Service Provider Agreement. Section 3. Payment The City shall pay the Service Provider within thirty(30)days of receipt of an invoice,except as otherwise provided for herein. Section 4. Contested Invoices A. Payment to the Service Provider shall not be made within the thirty(30)days of receipt of any invoice that is contested or questioned and returned by the City with a written explanation within the thirty(30)days of receipt of invoice. B. The Service Provider shall provide the City with a written response to any invoice contested or questioned, and upon request of the City,the Service Provider shall provide the City with any and all documents related to any invoice. Section 5. Early Termination or Suspension A. In the event of early termination or suspension,the City shall compensate the Service Provider for all services rendered pursuant to the Agreement up to the time of the effective date of the early termination or suspension. B. Compensation for services rendered in connection with a task that has not been completed at the time of the effective date of the early termination or suspension shall be provided to the Service Provider on a prorated basis to reflect the percentage of the specific task that has been completed at the aforementioned time. 1