2007 RES R-139-07 -Agreement between City and the Chamber of Commerce

Browse Search

more of such personnel become unavailable, the Chamber may substitute other personnel of at least equal competence upon prior written approval of the City. In the event that the City and the Chamber cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Agreement. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property, shall be promptly removed from the Services by the Chamber at the request of the City. 4.8 The City's Representative. The City hereby designates the Economic Development Director, or his/her designee, to act as its representative for the performance of this Agreement ("City's Representative"). The City's Representative shall have the power to act on behalf of the City for ail purposes under this Agreement. The Chamber shall not accept direction or orders from any person other than the City's Representative or his or her designee. 4.9 The Chamber's Representative. The Chamber hereby designates the Executive Director or his or her designee, to act as its representative for the performance of this Agreement ("Chamber's Representative"). The Chamber's Representative shall have full authority to represent and act on behalf of the Chamber for all purposes of this Agreement. The Chamber's Representative shall supervise and direct the Services, using his or 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 Agreement. 4.10 Personnel; Licenses. The Chamber represents and warrants that it and all personnel engaged in performing Services are and shall be fully qualified, authorized and permitted under state and local law to perform such Services. The Chamber represents and warrants that it and all personnel and subconsultants engaged in performing the Services have and will keep all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Services under this Agreement. 4.11 Conformance to Applicable Requirements. All aspects of the provision of the Services by the Chamber shall conform to all applicable City, county, state, and federal laws, rules and regulations in effect at the time the services are provided. All Services shall be subject to approval of the City. The 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. The Chamber shall be liable for all violations of such laws and regulations in connection with its Services. If the Chamber performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, the Chamber shall be solely responsible for all costs arising therefrom. The Chamber shall defend, indemnify and hold the City, its officials, officers, -3-