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HomeMy WebLinkAboutContract 1922 C-iqv . SERVICE PROVIDER AGREEMENT BY AND BETWEEN THE GREATER COACHELLA VALLEY CHAMBER OF COMMERCE AND THE CITY OF CATHEDRAL CITY FY21/22 THIS SERVICE PROVIDER AGREEMENT, is made and entered into this 28th day of July, 2021, by and between the Greater Coachella Valley 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 Service Provider proposes to provide Visitor Center services, business retention and expansion, cooperative marketing programs, and general support for the City, as well as traditional functions of the Chamber;and WHEREAS, the City can benefit from the services offered by the Service Provider, on an independent contractor's basis,as outlined in the Scope of Services,attached hereto as Exhibit"A"; and 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, 2021. 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. Service Provider acknowledges that Scope of Services is intended to increase its membership and maximize benefits to the City in exchange for the funds received from the City. Section 3. COMPENSATION AND PAYMENT SCHEDULE The City shall compensate the Service Provider a total amount of$45,000 (Forty-five Thousand Dollars)for the services rendered by the Service Provider pursuant to Exhibit"A"and "B"attached to this Agreement. Payment shall be provided upon satisfactory submission by the Service Provider of the Quarterly Scope of Service Activity Report and Quarterly Budget Report as required by Section 18 of this Agreement. 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. Chamber of Commerce Service Provider Agreement FY21/22 Page 1 (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. (6) The Service Provider warrants that it is fully qualified to perform the Scope of Services and is willing to perform such services, per this service provider agreement, in a first-class manner, consistent with the highest professional standards. For purposes of this agreement,the highest professional standards shall mean standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances.The Service Provider so warrants based on its ample experience performing work akin to the Scope of Services,and, in light of the Service Provider's professional status and experience. 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) 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. (5) 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. (6) 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. 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 Chamber of Commerce Service Provider Agreement FY21/22 Page 2 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 The Service Provider will comply with the City's employment-related nondiscrimination policies as set forth in Chapter 11.88 of the Cathedral City Municipal Code, as it may be amended from time to time. 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. 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 of Cathedral City and its officers,directors, elected and appointed officials, employees, servants, volunteers, agents and independent contractors, are named as additional insureds. Chamber of Commerce Service Provider Agreement FY21/22 Page 3 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. 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 Chamber of Commerce Service Provider Agreement FY21/22 Page 4 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. The 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 The Service Provider shall prepare and submit to the City's Economic Development Director 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; (2) a Budget Report for the four categories of services identified in Exhibit"A",Scope of Services;and (3)a Membership Report showing an increase or decrease in Chamber membership and specifying which are Cathedral City-based businesses. A City/Chamber Committee comprised of the City Manager, Economic Development and Chamber Executive Board representatives shall also meet at these same quarterly intervals to discuss the submitted reports. Section 19. BUSINESS DISTRICT APPONTMENTS TO SERVICE PROVIDER BOARD The Board of Directors for the Cathedral City Business District shall appoint three members to the Service Provider's Board of Directors who are representative of the Cathedral City business community. These appointments are for staggered one-,two-, and three-year terms. 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. Chamber of Commerce Service Provider Agreement FY21/22 Page 5 Section 22. CONFIDENTIALITY The Service Provider and the 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 Director 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. 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 Director City of Cathedral City 68-700 Avenida Lalo Guerrero Cathedral City,CA 92234 To Service Provider: President/Chief Executive Officer Greater Coachella Valley Chamber of Commerce 82-921 Indio Boulevard Indio,CA 92201 Chamber of Commerce Service Provider Agreement FY21/22 Page 6 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. 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 Chamber of Commerce Service Provider Agreement FY21/22 Page 7 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. 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 Greater Coachella Valley Chamber of Commerce, municipal corps ration a California non-prof corp'ration 40 By: . , BY: Charles P. McClendon,City Manager VI President/Chief Executive Officer ATTEST: By: N ' 141. i A r4k Tracey Marti Az,City Clerk APPROVED AS TO FORM: By: Eric S.Vail City Attorney Chamber of Commerce Service Provider Agreement FY21/22 Page 8 EXHIBIT "A" GCVCC - Scope of Services for City of Cathedral City Fiscal Year 21/22 A description of services provided to the City of Cathedral City(City)in addition to the traditional functions of the Greater Coachella Valley Chamber of Commerce(Chamber). 1) VISITOR CENTER AND CITY MARKETING: Proactively market City assets, events,and businesses in order to (i)improve the positive public perception of Cathedral City,(ii) raise property values, (iii) increase economic activity, and (iv)add to the City's tax base. a) Activities include: i) Preparing and disseminating favorable information about the City's qualities, advantages, and opportunities.The dissemination of information may occur via hard copy or electronically.Qualities, advantages, and opportunities include but are not limited to information on City: (i) services, (ii) recreational attractions, (iii) development opportunities, (vi) residential, senior and low-income housing,(v)special events,(vi) public art,(vii)shopping and retail,and(viii)transportation services. ii) Maintaining and updating monthly the Local First Cathedral City program (www.ccshoplocal.com). This program will include: (1) Promotion of the subject website. (2) Website splash pages. (3) Website promotion via other social media platforms. (4) Print materials. (5) Offering giveaways or local discounts when provided by local businesses. iii) Creating and updating the Cathedral City map and local business directory. iv) Welcoming new businesses and residents to the Cathedral City community. (1) Operating the Cathedral City Visitors Center.The Visitor Center shall be staffed Tuesday through Friday,from 8:30am to 4:30pm.The visitors center will be closed one hour for lunch. When the local office is closed, all phone calls and emails will be forwarded to the main Chamber office for immediate response. The Center may also be closed for holidaysl, special events, or unforeseen circumstances. The Chamber shall provide timely email notification to the City's Economic Development Director of these occurrences. (2) The City will provide the Chamber with a quarterly list of new and renewing in-town, non-home- based business license applicants. (3) The Chamber will contact these businesses within 45 days of receipt of the aforementioned report to welcome said businesses to the Cathedral City business community, identify any new business needs,and grow Chamber engagement and membership. (4) The Chamber will note all contacts in its Quarterly Activity Reports as detailed in Section 4 Administrative Considerations. 2) ECONOMIC DEVELOPMENT: Support the City Economic Development Department. 1 Holidays will include January 1 (New Year's Day), Martin Luther King Jr.'s Birthday, Memorial Day,July 4th (Independence Day), Labor Day,Veteran's Day,Thanksgiving Day, Friday after Thanksgiving Day, and Christmas Day 1 EXHIBIT "A" GCVCC - Scope of Services for City of Cathedral City Fiscal Year 21/22 a) Activities include assisting with business (i)Attraction, (ii) Retention, and (iii) Expansion by: i) Periodic outreach to existing businesses to identify and document for later analysis: (1) Operational needs and hurdles (2) Data needs (3) Industry, local, and regional trends (4) Ways the City or other organizations(e.g.,SCORE,SBDC,CVEP,SBA,etc.)may assist the business (or business cluster) through one-on-one business counseling; addressing area-specific problems (e.g., homelessness, roadway flooding, etc.); or modifying existing or adopting new policies to improve economic outcomes,address inequities,or protect stakeholders. ii) Data collection (1) Conduct up to four online surveys annually to better understand operational needs, hurdles, and trends impacting Cathedral City businesses. Created and conducted in concert with the Economic Development Department, these surveys would be open to all city businesses and would afford City leadership and the Chamber a deeper understanding of threats and opportunities confronting businesses in addition to a general sense of business' internal strengths and weaknesses. iii) Provide business support in both English and Spanish iv) Continue offering GCVCC Educates educational seminars to Cathedral City businesses. v) Monthly chamber lunches highlighting Cathedral City businesses. vi) Partner with other organizations such as SBA, SBDC, CVEP, and GCVWBC to copromote non- chamber events. Copromotion will follow the Event Marketing and Promotion guidelines outlined in Section 4 of this agreement. vii) Provide new or renewing businesses a welcome letter,chamber application,and list of membership benefits through the City's business license renewal notifications. viii)Assist the Economic Development Department as needed and when available on special assignments. 3) CITY EVENTS: a) The Chamber will host an annual State of the City event. This event will: i) Provide an opportunity for the Mayor to present and discuss the City's progress and development efforts. ii) The City will provide content for the event. iii) The Chamber will work with the City to identify a mutually agreeable event date. iv) The Chamber will manage and fund all State of the City elements, including marketing, logistics, permitting, license, budget,and other components as necessary. v) The Chamber may keep all profits associated with this event,including sponsorships and ticket sales, to offset other Chamber costs. b) Chamber events:If there is a cost associated with attending a Chamber event,the Chamber will provide the City with the following passes: i) State of the City&Annual Community Recognition Event—24 passes ii) Monthly Event(i.e.,Chamber luncheons)—Five passes per event iii) All Valley's Mayor and Tribal Chair Luncheon—One table iv) Other Events—Five passes per event 2 EXHIBIT "A" GCVCC - Scope of Services for City of Cathedral City Fiscal Year 21/22 c) If held,the Chamber will staff the information booth at the City's three annual signature events: Balloon Festival,LGBT Days,and Taste of Jalisco. A booth and any required event requirements will be supplied to the Chamber at no cost. 4)ADMINISTRATIVE CONSIDERATIONS i) Provide visitor and business assistance information according to all COVID-19 restrictions and safety precautions. ii) Notify the City's Economic Development Department promptly of inquiries of economic interest to the City and inquiries necessitating a response by the City. iii) Log the names and contact information of businesses who contact the Chamber for information on City assets or amenities for inclusion in the Quarterly Report. iv) Log the number and type of resident-related inquiries for inclusion in the Quarterly Report. v) Each month record the number of all visitor center calls,walk-ins,and business contacts in the Excel- based spreadsheet to be provided by the City. vi) In maintaining the high level of professionalism outlined in Section 4(a)(6) of the Service Provider Agreement,the Chamber will respond to all inquiries within two(2) business days. vii) Refer inquiries to businesses outside the City if no equivalent service exists within the City or if the visitor specifically requests such information. viii)The Chamber will treat all businesses equally, whether a given business is a Chamber member or not. ix) Chamber services will be available during regular business hours. Occasionally, Chamber services may need to be delivered outside of regular business hours.In addition,the Chamber may be closed for holidays, special events, or unforeseen circumstances. The Chamber will provide timely notification to the City's Economic Development Department of these occurrences.Holidays include January 1 (New Year's Day), Martin Luther King Jr.'s Birthday, Memorial Day,July 4 (Independence Day),Labor Day,Veteran's Day,Thanksgiving Day,Friday after Thanksgiving Day,and Christmas Day. x) Event Marketing and Promotion guidelines: For all City, City stakeholder', or Chamber-related events within Cathedral City,the Chamber will make the following announcements: (1) Initial event announcement will include the nature of the event and, if known, the day, time, and location.This initial announcement will occur one month before the event. If notice of the event is provided to the Chamber less than 30 days before the event,the Chamber will send the initial event announcement within three business days of receiving said notice. (2) Inclusion in the Chamber's newsletter. Inclusion in the newsletter will occur within three business days of receiving the initial notice and remain in the newsletter until the event's conclusion. (3) Weekly social media promotion will occur between the initial notice and the conclusion of the event. (4) The day,time, location,and nature of the event will be listed on the Chamber's events calendar page.The calendar item will be created within three business days from initial notification and remain on the calendar until the event concludes.If some details are not available,the Chamber will post what is known about the event and update as appropriate. 2 City stakeholders include business, non-profit,academic or sports-related,or other events occurring within the City. 3 EXHIBIT"B" Greater Coachella Valley Chamber of Commerce- Payment Program for City of Cathedral City Fiscal Year 21/22 Section 1: Invoices The Service Provider shall submit quarterly invoices to the City's Accounting Manager with a copy to the City's Economic Development Director at the end of each quarter. For the purposes of this Agreement, quarters end on: Quarter 1-September 30, 2021 Quarter 3 -March 31,2022 Quarter 2-December 31, 2021 Quarter 4-June 30,2022 Invoices along with required documentation shall be submitted within thirty(30)days of the end of each quarter. Section 2:Required documentation In one standard PDF file printable on 8.5"x 11",each quarterly invoice shall include a copy of: a)Quarterly report based on Exhibit"A"summarizing activities&findings; b) Exhibit"B" Payment Program from the current Service Provider Agreement; c)Statement of Assets, Liabilities, and Owner's Equity for the same quarter as the submitted invoice;and d) Statement of Activities Budget Performance for the same quarter as the submitted invoice. 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. The$45,000 annual contract will be paid in equal quarterly installments of$11,250.00. The City reserves the right to adjust the fourth and final payment (Quarter 4 payment) for any services required in Exhibit A but not completed. Section 4:Contested Invoices 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. A. 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