HomeMy WebLinkAboutSANTA ANA CHAMBER OF COMMERCE (6)INSURANCE ON FILE
WORK MAY PROCEED
UNTB_INSURANCE EXPIRES
_ 3. 1 •2023
CLERK OF COUNCIL
N-2023-034
LATE AGREEMENT WITH THE SANTA ANA CHAMBER OF COMMERCE TO PROVIDE
FEB 1 5 2023 BUSINESS RETENTION AND NEW BUSINESS WELCOME PROGRAMS
THIS AGREEMENT is made and entered into this 9`s day of January, 2023, by and between the
Santa Ana Chamber of Commerce ("Consultant"), and the City of Santa Ana, a charter city and municipal
corporation organized and existing under the Constitution and laws of the State of California ("City").
("+ VA RECITALS
A. The City desires to retain certain services by the Consultant to provide business retention and
new business welcome programs.
B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and
conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations, including all
labor, materials, tools, equipment, and incidental customary work, required to fully and adequately
complete the services described and set forth in the Statement of Work attached hereto as Exhibit A and
incorporated by reference.
2. COMPENSATION
A. City agrees to pay, and Consultant agrees to accept as total payment for its services for City,
the rates and charges identified in the Budget attached hereto as Exhibit A and incorporated by reference.
The total sum to be expended under this Agreement shall not exceed Fifty Thousand Dollars and Zero Cents
($50,000.00) during the term of this Agreement.
B. Payment of $25,000.00 shall be processed upon execution of this Agreement, subject to City
accounting procedures.
C. Payment of the remaining $25,000.00 shall be processed July 1, 2023, subject to City
accounting procedures.
D. This Agreement contemplates payment for services rendered beginning January 1, 2023.
E. Payment need not be made for work that fails to meet the standards of performance set forth
in the Recitals, which may reasonably be expected by Authority.
F�;iui
This Agreement shall commence on the date first written above for a one (1) year term, with the
option for the City to grant up to a one (1) year renewal, exercisable by a writing executed by the City
Manager and City Attorney, unless terminated earlier in accordance with Section 15, below. This
Agreement shall cover any work or services provided by Consultant since January 1, 2023.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the services which are the
subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in
a manner consistent with all applicable standards and regulations governing such services. Consultant shall
pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes
relating to employees and shall be responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that
City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any
and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents
& Data which were provided to Consultant by the City. City shall not be limited in any way in its use of
the Documents and Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at City's sole risk.
6. INSURANCE
Consultant shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property that may arise from or in connection with the performance of the
work hereunder by the Consultant, its agents, representatives, or employees.
a. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04)
or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code
1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non -owned),
with limit no less than $1,000,000 per accident for bodily injury and property damage.
Workers' Compensation: insurance as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident for bodily injury or disease. (Not required if Consultant provides written
verification it has no employees.)
4. Professional Liability (Errors and Omissions): insurance appropriate to the Consultant's
profession, with limit no less than $1,000,000 per occurrence or claim.
5. If the Consultant maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Consultant. Any available insurance proceeds in excess
of the specified minimum limits of insurance and coverage shall be available to the City.
b. Other Insurance Provisions — The insurance policies are to contain, or be endorsed to contain,
the following provisions:
1. Additional Insured Status: The City, its officers, officials, employees, and volunteers are
to be covered as additional insureds on the CGL policy with respect to liability arising
out of work or operations performed by or on behalf of the Consultant including
materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the
Consultant's insurance (at least as broad as ISO Form CO 20 10 11 85 or both CG 20
10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
2. Primary Coverage: For any claims related to this contract, the Consultant's insurance
coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects
the City, its officers, officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, or volunteers shall
be excess of the Consultant's insurance and shall not contribute with it.
3. Notice of Cancellation: Each insurance policy required above shall state that coverage
shall not be canceled, except with notice to the City.
4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right to
subrogation which any insurer of said Consultant may acquire against the City by virtue
of the payment of any loss under such insurance. Consultant agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
5. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the
City. The City may require the Consultant to purchase coverage with a lower retention
or provide proof of ability to pay losses and related investigations, claim administration,
and defense expenses within the retention. The policy language shall provide, or be
endorsed to provide, that the self -insured retention may be satisfied by either the named
insured or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct
business in the state with a current A.M. Best's rating of no less than ANII, unless
otherwise acceptable to the City.
7. Claims Made Policies: If any of the required policies provide coverage on a claims -made
basis:
1. The Retroactive Date must be shown and must be before the date of the contract
or the beginning of contract work
2. Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the contract of work.
3. If coverage is canceled or non -renewed, and not replaced with another claims -
made policy form with a Retroactive Date prior to the contract effective date, the
Consultant must purchase "extended reporting" coverage for a minimum of five
(5) years after completion of contract work.
8. Verification of Coverage: Consultant shall furnish the City with original Certificates of
Insurance including all required amendatory endorsements (or copies of the applicable
policy language effecting coverage required by this clause) and a copy of the
Declarations and Endorsement Page of the CGL policy listing all policy endorsements
to City before work begins. However, failure to obtain the required documents prior to
the work beginning shall not waive the Consultant's obligation to provide them. City
reserves the right to require complete, certified copies of all required insurance policies,
including endorsements required by these specifications, at any time.
9. Subcontractors: Consultant shall require and verify that all subcontractors maintain
insurance meeting all the requirements stated herein, and Consultant shall ensure that the
City is an additional insured on insurance required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify these requirements,
including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City,
its officers, agents and employees (collectively, the "indemnified parties") from and against any and all
claims (including, without limitation, claims for bodily injury, death or damage to property), demands,
obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs
and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any
manner related (directly or indirectly) to any work performed or services provided under this Agreement
(including, without limitation, defects in workmanship and/or materials) or Consultant's presence or
activities conducted performing the work (including the negligent and/or willful acts, errors and/or
omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable
for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the indemnified parties from any claim arising from the sole negligence or willful
misconduct of the indemnified parties. This indemnity shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount
of indemnification to be provided by the Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees
against any and all liability, including costs, for infringement of any United States' letters patent, trademark,
or copyright infringement, including costs, contained in the work product or documents provided by
Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this
Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred
under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum
period of three (3) years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant
shall allow a representative of the City to examine, audit, and make transcripts or copies of such records
and any other documents created pursuant to this Agreement during regular business hours. Consultant
shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
for a period of three (3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or
disclose such information except in the performance of this Agreement, and further agrees to exercise the
same degree of care it uses to protect its own information of like importance, but in no event less than
reasonable care. "Confidential Information" shall include all non-public information. Confidential
information includes not only written information, but also information transferred orally, visually,
electronically, or by other means. Confidential information disclosed to either party by any subsidiary
and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession
of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect,
which would conflict in any manner with performance of services specified under this Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or
other employment related activities or any services provided under this Agreement. Consultant affirms
that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws
and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant,
and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
This Agreement may not be modified except by written instrument signed by the City and by an authorized
representative of Consultant. The parties agree that any terms or conditions of any purchase order or other
instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or
obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant
may not assign, transfer, delegate or subcontract any interest herein without the prior written consent of the
City and any such assignment, transfer, delegation or subcontract without the City's prior written consent
shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability
to have any of the services which are the subject to this Agreement performed by City personnel or by other
consultants retained by City.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination.
In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all
services performed by Consultant prior to receipt of such notice of termination, subject to the following
conditions:
A. As a condition of such payment, Consultant may be required to deliver to the City all work
product completed as of such date, and in such case such work product shall be the property of the City
unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City
deems appropriate.
B. Payment need not be made for work that fails to meet the standard of performance specified in
the Recitals of this Agreement
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the
provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the
breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a
waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute
a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined
and governed by the laws of the State of California. Both parties further agree that Orange County,
California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection
with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits,
approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by
the laws and regulations of the United States, the State of California, the City of Santa Ana and all other
governmental agencies. Consultant shall notify the City immediately and in writing of his inability to obtain
or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for
termination of this Agreement.
19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified
mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in
this Section, to the following persons:
To City: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Facsimile: (714) 647-6956
With courtesy copies to:
City of Santa Ana
Economic Development Division
20 Civic Center Plaza (M-25)
Santa Ana, CA 92702
Facsimile: (714) 647-6549
and City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Facsimile: (714) 647-6515
To Consultant: Santa Ana Chamber of Commerce
Attn: David Elliot, CEO
1631 W. Sunflower Ave., #C-35
Santa Ana, CA 92704
Facsimile: (714) 541-2238
Telephone: (714) 541-5353
A party may change its address by giving notice in writing to the other party. Thereafter any notice,
tender, demand, delivery, or other communication shall be addressed and transmitted to the new address.
If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has
been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed
as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given
twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile
machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
20. NUSCELLANEOUS PROVISIONS
A. Each undersigned represents and warrants that its signature herein below has the power, authority
and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City
fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that
such authority or power is not, in fact, held by the signatory or is withdrawn.
B. All Exhibits referenced herein and attached hereto shall be incorporated as if hilly set forth in the
body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST /^
Norma Orozco
Acting City Clerk
APPROVED AS TO FORM
Sonia R. Carvalho
City Attorney
By:
randon Salvatierra
Deputy City Attorney
RECOMMENDED FOF APPROVAL
Michael Garcia
Executive Director
Community Development Agency
CITY OF S A ANA
Kristine
�� Ridge�
City Manager
CONSULTANT
David L. Elliott, CEO
Santa. Ana Chamber of Commerce
EXHIBIT A
City/Chamber Business Retention and Welcome Program
Scope of Work (2023)
In an effort to encourage the retention and expansion of existing businesses in the City of Santa
Ana, the City established a cooperative business retention program with the Santa Ana Chamber
of Commerce in 2016. The intent of this program is to outreach to local businesses and provide
local contacts in the City and Chamber and gather pertinent data on their immediate needs,
future plans and opportunities for continued growth in the City. This City would like to continue
this partnership with the Chamber for 2023.
Program:
To ensure the City is proactively reaching out to Santa Ana businesses, the City of Santa Ana
would like to contract with the Santa Ana Chamber of Commerce to conduct co-op business
retention site visits and a business welcome program.
City Obligations:
• The City will supply a business list to provide to retention team members for outreach.
• The City will, to its best ability, be available to attend with Chamber members during
business outreach meetings.
• The City will follow-up with all issues that were discussed at the retention visits. The
City will input survey data into its Executive Pulse business database.
• The City will provide a current list of new businesses each month with pertinent contact
information such as business name, phone number, address and contact name.
Chamber Obligations:
Business Retention Program
• Chamber will provide the City a Chamber representative that will be collecting
information via questionnaires in person and/or via online retention visits.
• Chamber will schedule all meetings with businesses and host business retention
monthly meetings.
• Chamber will conduct business retention visits (in -person, online and via phone/email)
and will complete the City's approved retention survey with that business.
• The City will pay the Chamber an upfront $25,000 fee forth is service.
• Chamber shall submit completed surveys on the 10th day of the following month.
• Chamber representatives must administer the business retention survey and receive
responses to a majority of the questions posed.
• The Chamber must participate in a monthly meeting to discuss survey information
received as needed.
• Chamber will assign a staff person to manage the program and enlist any volunteers to
reach out to businesses.
• Chamber will create a questionnaire, similar to the retention questionnaire, to survey
them about their city process experience.
New Business Welcome Program
• Chamber will arrange and host four (4) events and provide all marketing for the event.
These events will be in person depending on the status of the recent pandemic.
• Chamber will create and manage anew business Welcome program similar to current
business retention program.
• Chamber will assign a staff person to manage the program and enlist volunteers to
reach out to businesses.
• The Welcome Program will be a 1-year program with first event commencing in April
2023 and ending December 31, 2023.
• The City will pay the Chamber an upfront $25,000 fee for this Program.
Payment Schedule
Upfront payment of $25,000 upon contract execution and then a second payment of $25,000 in
July 2023 for both the Retention and Welcome Programs.
Chamber Contact:
David Elliott
CEO
Santa Ana Chamber of Commerce
1631 W. Sunflower, C-35
Santa Ana, CA 92704
Morley, Marc
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Friday, February 10, 2023 8:53 AM
To: delliott@santaanachamber.com; JAYLINE.MEIIA.VADTOD@STATEFARM.COM; Morley,
Marc
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor Santa Ana Chamber Of Commerce
Name:
Project TBD (037)
Number:
Project Agreement With The Santa Ana Chamber Of Commerce To Provide
Name: Business Retention And New Business Welcome Programs
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION
NUMBER DATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PROFESSIONAL LIABILITY ERRORS &
OMISSIONS
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
Thank you,
4316546CO175 03/01/2024
92CME4992G
PS0000004555909
92J5P4679
COI DATE FILE NAME
01/25/2023
03/01/2024 01/12/2023
03/01/2023
02/01/2024
01/11/2023
01/12/2023
CERT
25JAN2023 -
COSA.pdf
SA CHAMBER
CERT 12JAN23
UPDATED
INSURANCE.pdf
SA CHAMBER
CERT IIJAN23
INSURANCE.pdf
SA CHAMBER
CERT 12JAN23
UPDATED
INSURANCE.pdf
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