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CC - Item 8A - Chamber of Commerce Memorandum of UnderstandingROSEMEAD CITY COUNCIL: STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: JEFF ALLRED, CITY MANAGER DATE: NOVEMBER 17. 2009 SUBJECT: CHAMBER OF COMMERCE MEMORANDUM OF UNDERSTANDING SUMMARY The City Council will consider the renewal and updated provisions of the City's agreement with the Rosemead Chamber of Commerce (the Chamber). The City's existing Memorandum of Understanding (MOU, previously titled "Agreement") with the Chamber has not been updated or renewed in many years. Under the updated MOU, the Chamber will continue to promote the City as an advantageous location for business, industrial, residential, and recreational activities to the business community, residents, potential residents, visitors, and students. The updated Scope of Service includes activities that aim to increase Chamber membership, so that the Chamber can become self-sustaining through membership dues. Staff Recommendation Staff recommends that the City Council review and approve the attached MOU for the Chamber's services. ANALYSIS Based on input from the City Council during previous City Council meetings, the Chamber's Planning Retreat held earlier this year, and the City's 2009-2010 Budget study session, staff met with the Chamber and its Executive Director to update the attached MOU (Attachment A). The City's Agreement with the Chamber expired in 1987, and has not been updated or renewed (Attachment B). The Scope of Service has been updated so that the benefits of being a Chamber Member are more clearly defined with the goal of increasing membership and participation in Chamber events by the business community. For many years, the City paid for a portion of the cost to publish the Chamber's newsletter, the Rosemead Reporter. However, Regulations of the Fair Political Practices Commission, Title 2, Division 6, California Code of Regulation, Section 18901 prohibit the use of public funds for mass mailings, regardless of how the item is distributed, if they meet all of the following criteria: • It is a tangible item, such as a videotape, button, or a written document (such as a newsletter); ITEM NO., C _ APPROVED FOR CITY COUNCIL AGENDA: City Council Meefing November 17, 2009 Page 2 of 2 • The item features an elected officer affiliated with the agency which produces or sends the mailing, or includes the name, office, photograph, or other reference to an elected officer affiliated with the agency which produces or sends the mailing, or is prepared or sent in cooperation, consultation, coordination, or concert with the elected officer; • Any of the costs of distribution is paid for with public moneys or costs of design, production, and printing exceeding $50.00 are paid with public moneys; and • More than two hundred substantially similar items are sent, in a single calendar month, excluding any item sent in response to an unsolicited request and any item described in subdivision. This matter was discussed with the City Attorney, and to ensure that we are in compliance with Section 18901, it was recommended that funding provided through the MOU should not be used for publishing the Chamber's newsletter, the Rosemead Reporter. FINANCIAL REVIEW Funding in the amount of $45,000 for the Chamber's MOU was approved through the 2009 - 2010 budget process. An additional $3,000 has been added to the MOU as a credit for payment of Chamber events that City representatives attend and are charged an additional cost (Chamber Breakfasts, Annual Planning Retreat, Installation Dinner, Networking Events, etc.). Additionally, each year the Chamber requests the use of City staff and equipment for an annual Health and Business Expo. The overtime cost for the City to provide staff to deliver equipment, set up, and tear down the equipment is approximately $2,500. Under the updated MOU, this is being provided to the Chamber as an in-kind service. LEGAL REVIEW This staff report has been reviewed and approved by the City Attorney. Submitted by: rf~qf_~ Matt Hawkesworth Assistant City Manager Prepared by: kj" qt4r~ ~ Aileen Flores Public Affairs Manager Attachments: A - Memorandum of Understanding Between the City of Rosemead and the Chamber of Commerce B - 1986 - 1987 Agreement for Commercial Rehabilitation Outreach Services with the Chamber of Commerce ATTACHMENT A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ROSEMEAD AND THE ROSEMEAD CHAMBER OF COMMERCE PARTIES AND DATE. This Memorandum of Understanding (MOU) is made and entered into this 27th day of October 2009 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Chamber of Commerce with its principal place of business at 3953 Muscatel Ave, Rosemead, CA 91770 ("Chamber"). City and Chamber are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Chamber. Chamber desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in Exhibits A and B. Chamber represents that it is experienced, has special knowledge, and facilties for promoting the City as an advantageous location for business, industrial, residential, and recreational activities to the business community, residents, potential residents, visitors, and students and is licensed in the State of California, and is familiar with the business and economic plans of City. 2.2 Project. City desires to engage Chamber to render such services for the Project as set forth in this MOU. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Chamber promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services of promoting Rosemead's economic and redevelopment programs and its advantages as a business, educational, cultural, recreational, industrial, and residential location and consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this MOU, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this MOU shall be from October 27, 2009 to June 30, 2011, unless earlier terminated as provided herein. Chamber shall complete the Rosemead Chamber of Commerce Page 2 Services within the term of this MOU, and shall meet any other established schedules and deadlines. By March 15t, 2010, prior to the development of the City's 2010-2011 Fiscal Year budget, the Chamber shall submit a detailed work plan to the City to help evaluate and determine fees and payment for the 2010-2011 Fiscal Year. 3.2 Responsibilities of Chamber. 3.2.1 Control and Payment of Subordinates; Professional Organization. The Services shall be performed by Chamber or under its supervision. Chamber will determine the means, methods and details of performing the Services subject to the requirements of this MOU. City retains the services of the Chamber as a professional organization and not as an employee. Chamber retains the right to perform similar or different services for others during the term of this MOU. Any additional personnel performing the Services under this MOU on behalf of Chamber shall also not be employees of City and shall at all times be under Chamber's exclusive direction and control. Chamber shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this MOU and as required by law. Chamber shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Chamber shall perform the Services expeditiously, within the term of this MOU, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Chamber represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Chamber's conformance with the Schedule, City shall respond to Chamber's submittals in a timely manner. Upon request of City, Chamber shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. 3.2.4 Substitution of Key Personnel. Chamber has represented to City that certain key personnel will perform and coordinate the Services under this MOU. Should one or more of such personnel become unavailable, Chamber may substitute other personnel of at least equal competence. The key personnel for performance of this MOU is Min Hsien Wang. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this MOU ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Chamber shall not accept direction or orders from any person other than the City's Representative or his or her designee. Rosemead Chamber of Commerce Page 3 3.2.6 Chamber's Representative. Chamber hereby designates Min Hsien Wang or his designee, to act as its representative for the performance of this MOU ("Chamber's Representative"). Chamber's Representative shall have full authority to represent and act on behalf of the Chamber for all purposes under this MOU. The Chamber's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this MOU. 3.2.7 Coordination of Services. Chamber agrees to work closely with City staff in the performance of Services and shall be available to City's staff. Parties shall work collaboratively and be responsive to requests during regular business hours, within a reasonable amount of time. 3.2.8 Standard of Care; Performance of Employees. Chamber shall perform all Services under this MOU in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Chamber represents and maintains that it is skilled in the professional calling necessary to perform the Services. Chamber warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Chamber represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this MOU. As provided for in the indemnification provisions of this MOU, Chamber shall perform, at its own cost and expense and without reimbursement from the City, any services necessaryto correct errors or omissions which are caused by the Chamber's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Chamber shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Chamber shall be liable for all violations of such laws and regulations in connection with Services. If the Chamber performs any work knowing it to be contraryto such laws, rules and regulations and without giving written notice to the City, Chamber shall be solely responsible for all costs arising there from. Chamber shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this MOU, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Rosemead Chamber of Commerce Page 4 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Chamber shall maintain prior to the beginning of and for the direction of this MOU insurance coverage as specified in Exhibit D attached to and part of this MOU. 3.2.11 Safety. Chamber shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Chamber shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Chamber shall receive compensation, including authorized reimbursements, for all Services rendered under this MOU and incorporated herein by reference. The total sum of the monthly payments shall not exceed $48,000 without advance written approval of the City Council. The compensation includes a credit of $3,000 for the attendance of City representatives at routine Chamber events such as: monthly Breakfast Connections, annual Planning Conference, Chamber Mixers, the State of the City, the Mayor's Breakfast, Chamber Lunar New Year Dinner, Installation Dinner or equivalent events, at no additional cost to the City. Should the total cost of City representatives to attend all Chamber events exceed $3,000, the Chamber shall bill the City for additional payment. The compensation includes the use of City equipment and staff, for the annual Health and Business Expo, or a similar event, at no additional charge, for in kind services with a value of up to $2,500. Chamber shall notify the City Manager or his designee of this request at least 30 days in advance. Any use of City equipment for events other than the Health and Business Expo that requires staff time will be charged based on the cost of the City to pay staff overtime. The Chamber may bring the waiver of such fees to the City Council for approval at least 45 days prior to the event to insure proper coordination. The compensation includes the use of the City Hall conference room on the first Tuesday of each month at 9 a.m. for the Chamber's Legislative Committee meeting. Rosemead Chamber of Commerce Page 5 Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this MOU. 3.3.2 Payment of Compensation. Payments shall be paid in installments and the Chamber shall submit to City a monthly invoice for Services rendered by Chamber. The payment schedule shall be: July $ 4,000 August $ 4,000 September $ 4,000 October $ 4,000 November $ 4,000 December $ 4,000 January $ 4,000 February $ 4,000 March $ 4,000 April $ 4,000 May $ 4,000 June $ 4,000 City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Chamber shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this MOU, City may request that Chamber perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this MOU. Chamber shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Political Activities Prohibited. Chamber further covenants and agrees not to engage in any partisan political activity whatsoever during the term of this MOU whether supported by City funds or otherwise. 3.3.6 Prevailing Wages. Chamber is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Chamber agrees to fully comply with such Prevailing Wage Laws. City shall provide Chamber with a copy of the prevailing rates of per diem wages in effect at the commencement of this MOU. Chamber shall make Rosemead Chamber of Commerce Page 6 copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Chamber's principal place of business and at the project site. Chamber shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Chamber shall maintain complete and accurate records with respect to all costs and expenses incurred under this MOU. All such records shall be clearly identifiable. Chamber shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this MOU. Chamber shall allow inspection of all work, data, documents, proceedings, and activities related to the MOU for a period of three (3) years from the date of final payment under this MOU. 3.5 General Provisions. 3.5.1 Termination of MOU. 3.5.1.1 Grounds for Termination. Either party may, by written notice to the respective party, terminate the whole or any part of this MOU at any time and without cause by giving written notice of such termination, and specifying the effective date thereof, at least one hundred eighty (180) days before the effective date of such termination. Upon termination, Chamber shall be compensated only for those services which have been adequately rendered to City, and Chamber shall be entitled to no further compensation. 3.5.1.2 Effect of Termination. If this MOU is terminated as provided herein, City may require Chamber to provide all finished or unfinished Documents and Data and other information of any kind prepared by Chamber in connection with the performance of Services under this MOU. Chamber shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this MOU is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this MOU shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CHAMBER: Rosemead Chamber of Commerce 3953 Muscatel Ave. Rosemead. CA 91770 Rosemead Chamber of Commerce Page 7 Attn: Min Hsien Wang, Executive Director CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Jeff Allred, City Manager Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Chamber in connection with the performance of this MOU shall be held confidential by Chamber. Such materials shall not, without the prior written consent of City, be used by Chamber for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Chamber which is otherwise known to Chamber or is generally known, or has become known, to the related industry shall be deemed confidential. Chamber shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this MOU. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this MOU, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Chamber shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Chamber, its officials, officers, employees, agents, Chambers and contractors arising out of or in connection with the performance of the Services, the Project or this MOU, including without limitation the payment of all consequential damages and attorneys fees and other related costs and Rosemead Chamber of Commerce Page 8 expenses. Chamber shall defend, at Chamber's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Chamber shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Chamber shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Chamber's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. The City shall indemnify, defend and hold the Chamber and its appointed officials, employees and agents free and harmless from any and all actions, claims, liabilities or damages to persons or property that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with the City's or its elected officials', officers', employees', or agents' participation in Chamber service covered under this MOU as well as performance or breach of this MOU, excepting such actions, claims, damages to persons or property, penalties, obligations or liabilities arising from the negligence or willful misconduct of the Chamber or its elected or appointed officials, officers, employees or agents. 3.5.7 Entire MOU. This MOU contains the entire MOU of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or MOUs. This MOU may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This MOU shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this MOU. 3.5.10 Successors and Assigns. This MOU shall be binding on the successors and assigns of the parties. 3.5.11 Assignment or Transfer. Chamber shall not assign, hypothecate, or transfer, either directly or by operation of law, this MOU or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.12 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this MOU, the language of this MOU shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Chamber include all personnel, employees, agents, and subcontractors of Chamber, except as otherwise specified in this MOU. All references Rosemead Chamber of Commerce Page 9 to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this MOU. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this MOU. 3.5.13 Amendment; Modification. No supplement, modification, or amendment of this MOU shall be binding unless executed in writing and signed by both Parties. - 3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.16 Invalidity; Severability. If any portion of this MOU is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.17 Prohibited Interests. Chamber maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Chamber, to solicit or secure this MOU. Further, Chamber warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Chamber, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this MOU. Chamber further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this MOU without liability. For the term of this MOU, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this MOU, or obtain any present or anticipated material benefit arising there from. 3.5.18 Equal Opportunity Employment. Chamber represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Chamber shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.19 Labor Certification. By its signature hereunder, Chamber certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake Rosemead Chamber of Commerce Page 10 self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.20Authority to Enter MOU. Chamber has all requisite power and authority to conduct its business and to execute, deliver, and perform the MOU. Each Party warrants that the individuals who have signed this MOU have the legal power, right, and authority to make this MOU and bind each respective Party. 3.5.21 Counterparts. This MOU may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Chamber shall not subcontract any portion of the work required by this MOU, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this MOU. Rosemead Chamber of Commerce Page 11 CITY OF ROSEMEAD Rosemead Chamber of Commerce By: By: Mayor Name: Attest: Title: Gloria Molleda City Clerk Approved as to Form: Burke, Williams, & Sorensen, LLP By:_ Name: City Attorney Title: 02/08 Document2 EXHIBIT A SCOPE OF SERVICES 1. Serve as a Visitor's and Information Center. 2. Welcome new businesses in the City of Rosemead. 3. The Chamber is responsible for keeping members informed and updated on issues that affect the business community. 4. Provide members with forums for the discussion of issues affecting the business community. 5. Manage, update, and maintain the Chamber's website. 6. Coordinate and implement an annual "Corporate Citizenship" award. 7. Conduct educational workshops or seminars to help local businesses. 8. Coordinate the Business Caravan by scheduling monthly visits on the second Thursday of each month to member and non-member businesses. The Business Caravan shall include a representative from the: Chamber of Commerce, City Council, City Manager's Office, and Community Development Department. The representatives shall visit up to three different businesses during each trip to speak with the business owner or appropriate representative to communicate the Chamber and the City's appreciation for choosing Rosemead as their place of business. The Chamber shall call businesses at least one week prior to the visit to set up the meet and greet with the business. 9. Develop and implement a plan to help market/promote City businesses to residents in the City and surrounding communities, and promote the City as an advantageous location for industry and business. The plan shall include goals and an action plan. 10. Develop and implement an annual membership recruitment drive or program to help attract new members. 11. Develop and implement a Military Banner program that shall be sponsored by local business, families, and community members through the purchase/sponsorship of banners. 12. Create and implement a plan for business outreach to the Asian and Hispanic business communities. 13. To ensure that the board has a broad representation of the business community, the board shall consist of a variety of businesses. A-1 14.Continue to conduct periodic surveys of the business community for their suggestions, recommendations and requests. This will enable the Chamber to determine the types of services and programs that will benefit member businesses and potential members and increase business participation in Chamber events. 15.Operate a Chamber of Commerce information booth at City events, when appropriate, such as Oktoberfest, 4m of July, Concerts in the Park, and other large City events that have the potential to draw hundreds of people. In addition to Chamber of Commerce information, the booth shall include information about member businesses such as coupons, flyers, menus or other promotional materials that will help promote member businesses to the community. The booth will be provided at no cost, unless a health permit is required by the Los Angeles County Department of Public Health. 16. Provide a quarterly report to the City Council that includes a financial summary, new members recruited, members who have not renewed, recruitment efforts, number of visitors to the Chamber office for information, phone calls that are of significance from the community, and activities to promote the City as an advantageous location for business, industry, residence, and recreation. A-2 EXHIBIT B SCHEDULE OF SERVICES 1. By February 2010, the Chamber shall develop, in conjunction with the City, the procedures and criteria for "Corporate Citizenship" for outstanding local business. 2. By July 2010, the Chamber of Commerce shall develop a marketing plan to encourage residents and surrounding communities to patronize Rosemead businesses. Implementation shall begin immediately upon plan approval by the Chamber board and the City. The plan shall be review and updated annually to ensure that it continues to be a relevant document. 3. By January 2010, the Chamber of Commerce shall develop a recruitment plan (to increase membership); with implementation to begin during the 2010-2011 Fiscal Year. The plan shall include an Asian and Hispanic business outreach strategy. The plan will be reviewed and revised for implementation each subsequent fiscal year. 4. By February 2010, the Chamber of Commerce shall develop the military banner program and policies in order for the program to be promoted and implemented so that banners are displayed by Veteran's Day 2010. 5. Effective immediately, the Chamber will coordinate the monthly Business Caravan, which shall take place on the 4th Thursday of each month. 6. At the end of each quarter, the Chamber of Commerce shall provide the provide the City Council with a quarterly report of financial, outreach, recruitment, training, and development activities. B-1 EXHIBIT C INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Chamber will maintain insurance in conformance with the requirements set forth below. Chamber will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Chamber agrees to amend, supplement or endorse the existing coverage to do so. Chamber acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this MOU and which is applicable to a given loss, will be available to City. Chamber shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Chamber, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Chamber. Chamber and City agree to the following with respect to insurance provided by Chamber: 1. Chamber agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insured City, its officials, employees and C-1 agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Chamber also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this MOU shall prohibit Chamber, or Chamber's employees, or agents, from waiving the right of subrogation prior to a loss. Chamber agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this MOU are intended to apply to the full extent of the policies. Nothing contained in this MOU or any other MOU relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverage required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Chamber shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Chamber's general liability policy, shall be delivered to City at or prior to the execution of this MOU. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other MOU and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Chamber or deducted from sums due Chamber, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Chamber agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this MOU that all insurance coverage required to be provided by Chamber or any subcontractor, is intended to apply first and on a C-2 primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Chamber agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Chamber, provide the same minimum insurance coverage required of Chamber. Chamber agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Chamber agrees that upon request, all MOUs with subcontractors and others engaged in the project will be submitted to City for review. 11.Chamber agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this MOU to self-insure its obligations to City. If Chamber's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Chamber, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Chamber ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Chamber, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this MOU will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this MOU. 14. Chamber acknowledges and agrees that any actual or alleged failure on the part of City to inform Chamber of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Chamber will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this MOU. This obligation applies whether or not the MOU is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Chamber shall provide proof that policies of insurance required herein expiring during the term of this MOU have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Chamber's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable tothe C-3 renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Chamber under this MOU. Chamber expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this MOU and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this MOU to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Chamber agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Chamberfor the cost of additional insurance coverage required by this MOU. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Chamber agrees to provide immediate notice to City of any claim or loss against Chamber arising out of the work performed underthis MOU. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. C-4 ATTACHMENT B A-Ir 4D TO: HONORABLE MAYOR AND MEMBERS ROSEMEAD CITY COUNCIL FROM: FRANK G. TRIPEPI, CITY MANAG R DATE: JULY 17, 1986 RE: RENEWAL OF AGREEMENT WITH CHAMBER OF COMMERCE Attached for your consideration is the renewal of the annual Agreement between the City and Chamber of Commerce to provide for promotional services and for purchasing promotional materials in conjunction with the City's Commercial Rehabilitation Program. Each year the Chamber assists staff with generating program publicity by mailing program brochures to property owners, submitting press releases, publicizing program information in monthly newsletters and referring interested applicants. For this fiscal year the total budget is $7,000 which will be funded by CDBG funds carried over from the previous fiscal year. Last year's budget was $7,350 and the cost for mailing brochures totaled $225 RECOMMENDATION It is recommended that the City Council approve the Agreement with the Chamber of Commerce for fiscal year 1986-87. FGT/ktr G 0, c 4A JUL 2 2 1986 AGREEMENT FOR COMMERCIAL REHABILITATION OUTREACH SERVICES WITH THE ROSEMEAD CHAMBER OF COMMERCE THIS AGREEMENT entered into this day of , 1986, between the City of Rosemead (hereinafter referred to as "CITY") and the Rosemead Chamber of Commerce (hereinafter'referred to as "CHAMBER"). I DESCRIPTION OF WORK CHAMBER shall provide Outreach Services for the CITY's Commercial Rehabilitation Assistance Program. The specific services to be pro- vided within designated target areas for this program shall include? 1. Dividing the target areas into blocks for organizational purposes. 2. Selecting a "block captain" for each block. 3. Conducting an orientation meeting for block captains, CITY repre- sentatives and other group representatives. 4. Contacting property owners and tenants by mail, advising them of the time and place at which the Commercial Rehabilitation Assis- tance Program will be discussed for property owners/tenants in their block. 5. Personally contacting as many property owners and tenants as possible and informing them of the informational meeting scheduled for their block. 6. Distributing the informational brochure to be prepared by the CITY to all property owners/tenants in designated target areas. 7. Conducting information meetings for property owners/tenants in each block with technical assistance from CITY staff, and main- taining minutes for all such meetings. 8. Mailing minutes of meetings to all property owners/tenants with an invitation to those who missed their block meeting to attend the next scheduled meeting. 9. Providing follow-up to inquiries from property owners/tenants as necessary. 10. Attending monthly progress meetings with CITY staff and furnish- ing monthly progress reports II TIME OF PERFORMANCE All services required pursuant to this Agreement shall commence when, and as directed by the City Manager or a designated representa- tive thereof, and shall be completed within such times as are reasonably established by the City Manager or his representative. III COMPENSATION AND METHOD OF PAYMENT A. Rates: For services performed under this Agreement, the CITY shall pay the CHAMBER at the rate of $10.00 per hour, provided that the maximum level of effort per month shall not exceed 120 hours Said rate shall remain in effect for the term of this Agreement. B. Expenses: In connection with services performed under this Agreement CHAMBER shall be reimbursed up to $25.00 per month for telephone expenses. C. Maximum Compensation: The services performed under this Agreement shall not exceed the sum of $14,700 without prior authorization. -2- IV METHOD OF PAYMENT The CHAMBER shall submit a monthly invoice to the CITY specifying the amount due for services performed by the CHAMBER. Such invoice shall: 1. Described the services performed. 2. Specify the number of ours worked by each staff member on said services during the month. 3. Indicate the total expenditures to date. Such invoice for payment shall contain a certification by a prin- cipal member of the CHAMBER's staff specifying payment requested is for work performed in accordance with the provisions of this Agree- ment. Upon approval of the invoice, the CITY shall make payment as soon thereafter as the CITY's regular procedures provide. V TERM OF AGREEMENT This Agreement shall be in effect until June 30, 1987, with an option for its renewal at said date. VI TERMINATION OF AGREEMENT This Agreement can be terminated upon 30 days notification by either of the parties hereto. VII RECORDS AND AUDITS The CHAMBER shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY to assure proper ac- counting for all project funds, both federal and non-federal shares. These records will be made available for audit purposes to the CITY or -3- any authorized representative, and will be retained for five years after the expiration of this Agreement unless permission to destroy them is granted by the CITY. VIII EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CHAMBER agrees as follows: 1. The CHAMBER will not discriminate against any employee or appli- cant for employment because of race, creed, sex, color or national origin. The CHAMBER will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, creed, sex, color or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion. or transfer: recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CHAMBER agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the CITY setting forth the provisions of this non-discrimination clause. 2. The CHAMBER will, in all solicitation or advertisements for employees placed by or on behalf of the CHAMBER, state that all qualified applicants will receive consideration for employment without regard to race, creed, color,, sex, or national origin. 3. The CHAMBER will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement so -4- that such provisions will be binding upon each subcontractor. provided that the foregoing provisions shall not apply to con- tracts or subcontracts for standard commercial supplies or raw materials. 4. The CHAMBER will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. 5. The CHAMBER will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the CITY and the Secretary of Labor for purposes of investiga- tion to ascertain compliance with such rules, regulations and orders. 6. In the event of the CHAMBER'S non-compliance with the equal op- portunity clauses of this Agreement or with any of such rules, regulations or orders, this Agreement may be cancelled. termi- nated, or suspended in whole or in part and the CHAMBER may be declared ineligible for further government contracts in accor- dance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. -5- 7. The CHAMBER will include the provisions of paragraphs (1) through (6) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcon- tractor or vendor. The CHAMBER will take such action with respect to any subcontract or purchase order as the CITY may direct as a means of enforcing such provisions including sanctions for non- compliance; provided, however, that in the event the CHAMBER becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the CITY, the CHAMBER may request the United States to enter into such litigation to protect the interests of the, United States. IX CIVIL RIGHTS ACT OF 1964 Under Title VI of the Civil Rights Act of 1964, no person shall. on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal finan- cial assistance. X SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974 No person in the United States shall on the grounds of race, color, national origin, or sex be excluded from participation in. be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available Under this title. -6- XI "SECTION 3" COMPLIANCE IN THE PROVISION OF TRAINING, EMPLOYMENT AND BUSINESS OPPORTUNITIES: 1. The work to be performed under this Agreement is on a project assisted under a program providing direct federal financial assistance from the Department of Housing and Urban Development and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. Sec- tion 3 requires that to the greatest extent feasible, opportuni- ties for training and employment be given to lower income resi- dents of the project area and contracts for work in connection with the project be awarded to business concerns which are locat- ed in, or owned in substantial part by persons residing in the area of the project. 2. The parties to this Agreement will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this Agreement. The parties to this Agreement certify and agree that they are under no con- tractual or other disability which'would prevent them from com- plying with these requirements. 3. The CHAMBER will send to each labor organization or representa- tive of workers with which he has a collective bargaining agree- ment or other, contract or understanding, if any, a notice advis- ing the said labor organization or workers' representative of his -7- commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and ap- plicants for employment or training. 4. The CHAMBER will include this Section 3 clause in every subcon- tract for work in connection with the project and will, at the direction of the applicant for or recipient of federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regula- tions issued by the Secretary of Housing and Urban Development, 24 CFR Part 135. The CHAMBER will not subcontract with any subcontractor where he has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the subcontractor has first provided him with a preliminary statement of ability to comply with the requirements of these regulations. 5. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued hereunder prior to the execution of the contract, shall be a condition of the federal financial assis- tance provided to the project, binding upon the applicant or recipient for such assistance, its successors and assigns. Fail- ure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its successors and assigns to those sanctions specified by the grant or loan agree- ment or contract through which federal assistance is provided. and to such sanctions as are specified by 24 CFR Part 135. -8- XII INTEREST OF MEMBERS OF A CITY No member of the governing body of the CITY and no other officer: employee, or agent of the CITY who exercises any functions or respon- sibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indi- rect, in this Agreement; and the CHAMBER shall take appropriate steps to assure compliance. XIII INTEREST OF OTHER LOCAL PUBLIC OFFICIALS No member of the governing body of the locality and no other pub- lic official of such locality, who exercises any functions or respon- sibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indi- rect, in this Agreement; and the CHAMBER shall take appropriate steps to assure compliance. XIV INTEREST OF CONSULTANT AND EMPLOYEES The CHAMBER covenants that he presently has no interest and shall not acquire interest, direct or indirect, in the project area or any parcels therein or any other interest which would conflict in any manner or degree with the performance of his services hereunder. The CHAMBER further covenants that in the performance of this Agreement, no person having any such interest shall be employed. -9- XV NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent to the CITY and the CHAMBER at the addresses listed below: CITY OF ROSEMEAD 8838 E. Valley Boulevard Rosemead, CA 91770 Rosemead Chamber of Commerce 9054 E. Garvey Avenue Rosemead, CA 91770 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. CITY OF ROSEMEAD Mayor City Clerk ROSEMEAD CHAMBER OF COMMERCE aM nager-------------- -10-