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HomeMy WebLinkAboutLake Elsinore Valley Chamber of Commerce - 2009-2010 General Services and Tourism Services Agreement with City of Lake ElsinoreAGREEMENT BETWEEN THE CITY OF LAKE ELSINORE AND THE LAKE ELSINORE VALLEY CHAMBER OF COMMERCE 2009 -2010 GENERAL SERVICES AND TOURISM SERVICES AGREEMENT This Agreement is entered into by and between the City of Lake Elsinore, a municipal corporation (hereinafter called "City "), and the Lake Elsinore Valley Chamber of Commerce, a nonprofit California corporation (hereinafter called Chamber' ). RECITALS WHEREAS, the City is desirous of promoting its advantages as a business, educational, cultural, recreational, industrial and residential center, disseminating information relative thereto, and properly following up and giving consideration to inquiries made from time to time relative to the various activities of the City; and WHEREAS, the Chamber is a nonprofit organization designed to advance the commercial, financial, industrial, tourism and civic interests of the Lake Elsinore community and to serve as an information bureau and a research and promotion medium; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES a) General Services. The Chamber shall employ competent personnel to carry on promotional activities herein enumerated and maintain regular office hours of 8:00 a.m. — 4:30 p.m., Monday through Friday, excluding holidays, with variations as deemed necessary by the Board of Directors and /or staff. However, office hours may begin earlier than 8:00 a.m. and extend later than 4:30 p.m. Chamber staff shall answer promptly all correspondence relative to the business, industrial, residential, educational, cultural and recreational advantages and opportunities in the City, and disseminate information by correspondence, newspaper publicity and personal contacts favorably advertising such advantages and opportunities. The Chamber shall serve as an information bureau and referral agency to its members and all contacts requesting information and shall disseminate City publications and materials provided by the City. In addition, the Chamber shall work in good faith to accomplish services described in Exhibit A addressing major tasks such as marketing promotion; business retention, expansion, and attraction; and City /Chamber Partnerships, attached hereto and incorporated herein. 1- a Contract /Agreement No. 2266 — b) Tourism. The staffing requirements and hours of operation shall be the same as identified in Section 1(a) for tourism related services. The Chamber shall work to promote the tourism and recreational activities and businesses of Lake Elsinore. This will include, but not be limited to, the services, publications, events and programs identified in Exhibit B. 2. COMPENSATION Subject to and in accordance with the terms of said Agreement, the City agrees to pay the Chamber as follows: a) General Services. The City agrees to pay Chamber for general services, as set forth in Exhibit A, a total sum of $50,000 per year, payable in quarterly installments of $12,500, for which the City will receive Chamber of Commerce membership benefits. An invoice shall be provided by the Chamber to the City prior to payment. The invoice shall include a summary of activities and services provided during the invoice period. The annual total sum payment shall be subject to approval on an annual basis by the City Council as part of the City's operating budget adoption process. Quarterly installments shall be made on or about the 15 of July, October, January and April of the 2009/10 fiscal year. b) Tourism Services. The City agrees to pay Chamber for Tourism services, as set forth in Exhibit B, a total sum of $40,000 per year, payable in monthly installments of $3,333.33. An invoice shall be provided by the Chamber to the City prior to payment. The invoice shall include a summary of activities and services provided during the invoice period. Payments will be made on or about the 15 of each month. The annual total sum payment shall be subject to the approval by the City Council as part of the City's operating budget adoption process. 3. RECORDS AND AUDITS The Chamber shall provide monthly financial reports and an annual financial statement to the City Manager. Upon reasonable request by the City Manager and by appointment with the Executive Director of the Chamber, financial information will be reviewed with the City Manager or his /her designated representative. 2- 4. TERM OF AGREEMENT a) The term of Agreement shall continue on an annual basis until such time that it is cancelled by either party. Each fiscal year, as part of the budget process, the City will consider whether or not to budget for the funding of this Agreement as provided for in Section 2. This Agreement may be terminated at will by the City on the grounds of proven fraud or malfeasance on the part of the Chamber with no further monies to be paid to the Chamber. b) This Agreement shall be effective as of the 151 day of July 2009, and shall automatically terminate on June 30, 2010 unless renewed upon the mutual consent of the parties. 5. REPORTS The Chamber shall submit written progress reports, on a quarterly basis, to the City Manager relating to the scope of service outlined herein as well as the activities undertaken as specified in this contract. The report shall recount the Chamber's services and its activities during the quarterly reporting period. The quarterly reports shall separately identify general service activities and tourism activities. In addition to the written reports, the Executive Director or his designee shall give an oral report at a regular City Council meeting on a quarterly basis. Within ninety (90) days of the close of the City's fiscal year or termination of this Agreement, Chamber shall submit to City a fiscal year expenditure report with a detailed accounting of all expenditures related to the scope of services provided for by this Agreement, including the receipt and appropriated expenditure of compensation by the Chamber hereunder. 6. INDEMNIFICATION The Chamber agrees to defend and hold the City and all its officers, agents, employees and representatives harmless from and against any and all claims brought for or on account of personal injury, including death, claims for breach of confidentiality, or business and property damage, which may arise from the Chamber's willful or negligent acts, errors or omissions under this agreement. The Chamber agrees to defend and indemnify the City and its officers, agents, employees and representatives from any suits or actions at law of equity for damages caused, or alleged to have been caused, by reason of the Chamber's willful or negligent acts, errors or omissions. 3- 7. INSURANCE The Chamber shall, throughout the duration of this Agreement, maintain comprehensive general liability and property damage insurance covering all operations hereunder of Chamber, its agents and employees, including but not limited to premises and automobile, with minimum coverage of One Million Dollars ($1,000,000) combined single limits. The policy shall name the City of Lake Elsinore, inclusive of each of its officers and employees, as an additional insured, and a Certificate of Insurance shall be furnished to the City Clerk at 130 S. Main Street, Lake Elsinore, CA 92530. Said policy or policies shall provide thirty (30) days notice to the City Clerk of the City of Lake Elsinore of cancellation or of a material change. The Chamber shall also carry worker's compensation insurance in a statutory amount, evidence of which is to be furnished to the City Clerk in the form of a Certificate of Insurance. All such policies shall be in a form satisfactory to the City Attorney. 8. INDEPENDENT CONTRACTOR The parties agree that the Chamber is an independent contractor and shall not in any way be considered to be an employee of the City, nor shall any representative or employee of the Chamber represent or imply directly or indirectly that he or she represents or is authorized to speak for or bind the City. 9. NOTICES a) Any notice may be served upon either party by delivering it in person, or by depositing it in a U.S. mail deposit box with the postage thereon fully prepaid, and addressed to the party at the address set forth below: City: City Manager City of Lake Elsinore 130 S. Main Street Lake Elsinore, CA 92530 Chamber: Executive Director Chamber of Commerce 132 W. Graham Avenue Lake Elsinore, CA 92530 b) Any notice given hereunder shall be deemed effective in the case of personal delivery, upon receipt thereof, or, in the case of mailing, at the moment of deposit in the course of transmission with the United States Postal Service, with the exception of a notice of termination which shall be effective 3 days following deposit with the United States Postal Service. iE 10. ASSIGNMENT This is a professional services contract for unique services. Neither the Chamber nor the City may assign or transfer any rights or obligations arising from this Agreement, or any part thereof, without the prior written consent of the other party. 11. ATTORNEY'S FEES If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover from the losing party reasonable attorney's fees and expenses of litigation, including but not limited to court costs. 12. AMENDMENTS The provisions of this Agreement may be amended only by an instrument in writing duly executed by each of the parties hereto. 13. INTEGRATION This writing constitutes the entire and complete Agreement between the parties hereto relative to the subject hereof. No party relies upon any warranty or representation, express or implied not specifically set forth herein. 14. WAIVER Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement. 15. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 16. CONTROLLING LAW VENUE This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Riverside. 5- 17. MEDIATION The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and share the costs of mediation equally. It the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS /ENDISPUTE ( "JAMS ") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected by JAMS and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation. 18. EXECUTION This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 19. AUTHORITY TO ENTER AGREEMENT Chamber has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. 20. 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 Agreement. 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 Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. M 21. 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. 7- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on August 25. 2009. City of Lake Elsinore LM Attest: By: _ City- 7h 1;Ifirk Lake Elsinore Valley Chamber of Commerce By: x irector Approved as to Form^: Y 40tyAttorney 9 M. Exhibit A Lake Elsinore Valley Chamber of Commerce Scope of General Services Contract 2009 -2010 The listing below identifies services, goals and objectives that the Chamber shall work in good faith to accomplish. LEVCC will distribute relocation packages for new residents. LEVCC will distribute economic development packages to potential businesses. LEVCC will perform mailings, answer phone inquiries, stock materials and use other means to promote the City of Lake Elsinore. Work cooperatively with the City and other businesses and groups to promote the City of Lake Elsinore. o Southwest California Economic Development Corporation o Murrieta/Temecula Group o Southwest California Legislative Council Business Retention Expansion and Attraction LEVCC will hold monthly Economic Workforce Development Luncheons EWDC) - minimum of 10 per year. LEVCC will conduct a minimum of 2 business visitations per month. LEVCC will promote the City of Lake Elsinore and LEVCC through press, media stories, City banner at events, etc. Chamber Report will be given quarterly. Chamber shall attend other meetings and events of interest to the business community. LEVCC will maintain a website and link to the City of Lake Elsinore website. LEVCC will develop, publish and maintain a Business Directory of Chamber Members on the website. LEVCC will promote business growth through Ribbon Cutting and groundbreaking ceremonies. Notification to the City Manager's Office is required. LEVCC will refer all relocation requests to the City Manager's Office. City /Chamber Partnerships LEVCC /City will continue to partner on facility use of the Chamber Office in the historic train depot and other sites for events and programs. LEVCC will provide quarterly written status reports to the City Manager. LEVCC will provide a schedule for all functions and meetings of the Chamber, listing of officers and committee members to the City Manager. Chamber will continue to provide information for all inquiries about the City and City Services. The Chamber continues to act as the "411" for the City. LEVCC will continue to provide point of contact for economic development. LEVCC Scope of General Services Contract 2009 -2010 Exhibit A Page 2 LEVCC will continue to provide support for the promotions and marketing of the City Brand. Develop, administer and promote the Cash Value Card — Shop Lake Elsinore Program. Provide full call support to the City of Lake Elsinore as needed. Exhibit B Lake Elsinore Valley Chamber of Commerce Scope of Tourism Services Contract 2009 -2010 The listing below identifies services and deliverables that the Chamber shall work in good faith to accomplish. Acquire & protect website addresses for Lake Elsinore Tourism Develop & distribute a magazine to all tourism assets Manage & update a community Calendar of Events Manage the Visitors Bureau Lobby at the Chamber Create, develop & direct a Tourism Advisory Board. Members to consist of City, hotel /motel, restaurant, watercraft & recreational businesses Develop strategies to enhance Tourism traffic, i.e. Ronnie Kovach's Fishing Ventures Maintain a unique & robust Tourism website linked to the City & Chamber websites — www.visitiakeelsinore.com Maintain a Booking Engine for hotels on the website Develop & place ads in trade publications, i.e. Travel Host, Valley Business Journal, Lake Elsinore Outlets Magazine, etc. Staff additional resource to handle any and all tourism inquiries at the Chamber or by phone, mail or e-mail Identify & develop events to attract tourists whereby the Chamber is the promoter as agreed to by the City & Chamber, i.e. City of Lake Elsinore Frontier Days annually in April. Identify & staff conventions (boat, recreational, etc.) as agreed to by City & Chamber. Identify funding sources for travel expenses and to update Tourism Marketing materials (including but not limited to brochures, displays, promotional products, Tourism kiosk, etc.) March 16, 2009 Lake Elsinore Valley Chamber of Commerce 132 West Graham Ave. Lake Elsinore, CA 92530 RE: Policy Type: Directors & Officers Liability Carrier: United States Liability Insurance Company Policy Number: ND01040324F Policy Term: 2/17/2009 to 2/17/2010 Dear Kim: I would like to take this opportunity to thank you for your confidence in letting Brown and Brown of California continue to meet your insurance needs. Enclosed is your policy. I recommend that you carefully read your policy to ensure it meets with your need for coverage.Please give close attention to the policy's conditions, exclusions and limitations. In the event of a loss, your rights to insurance coverage will be controlled by these set forth in the policy. Higher limits of liability may be available to you as well as other insurance coverages. The enclosed listing of Optional Insurance Coverages are a few that may be of interest to you, for yourbusiness. I look forward to hearing from you with any questions you may have regarding your insurance program. Select Department Rep. Account Manager Direct Line: 805 - 690 -2652 pwhite (pbbsbins.com PW /rr 1uLS Chapala St • Santa Barbara, CA 93101 P.O. Box 1469 • Santa Bazbara, CA 93102 -1469 Phone: (805) 965 -0071 Fax: (805) 690 -3200 http:J /w v .bbsbm&com License: OB02587 Santa Bubaxa • Camarillo • Lompoc IMPORTANT OPTIONAL COVERAGES TO BE CONSIDERED Insured: Lake Elsinore Valley Chamber of Commerce Policy Term: 2/17/2009 to 2/17/2010 IF NOT ALREADY PROPOSED) PROPERTY Earthquake Earthquake Sprinkler Leakage Signs Glass Building Ordinance Flood Selling Price Endorsement/Market Value Endorsement Peak Season Endorsement Business Income — Extended Period of Indemnity POLLUTION LIABILITY PRODUCTS LIABILITY PRODUCTSRECALL Cost of Inventory & Appraisal Patterns, Tools & Dies Contingent Liability EDP - Computer Transit Business Interruption Vacancy Permit Customer Goods FOREIGN SALES vs. DOMESTIC SALES — ANY TRAVEL OUT -OF- COUNTRY? BOILER & MACHINERY WORKERS' COMPENSATION CRIME INSURANCE UMBRELLA/EXCESS LIABILITY DIRECTORS & OFFICER LIABILITY EMPLOYEE BENEFIT LIABILITY SURETY BONDS EMPLOYEE BENEFITS Group Medical/Dental/Disability Key Man Coverage Group Life/Accidental Death & Dismemberment Cafeteria Plans Pension/Profit Sharing Self Funding PERSONAL LINES EMPLOYMENT PRACTICES /SEXUAL HARASSMENT Defense Only Defense & Indemnity Discrimination Wrongful Termination This is only a partial listing. If you are interested in any other coverages, please contact us for further information. Comoensation In addition to the commissions or fees received by us for assistance with the placement, servicing, claims handling, or renewal of your insurance coverages, other parties,such as excess and surplus lines brokers, wholesale brokers, reinsurance intermediaries,underwriting managers and similar parties, some of which may be owned in whole or in part byBrown & Brown, Inc., may also receive compensation for their role in providing insuranceproductsorservicestoyoupursuanttotheirseparatecontractswithinsuranceorreinsurance carriers. That compensation is derived from your premium payments. Additionally, it is possiblethatwe, or our corporate parents or affiliates, may receive contingent payments or allowancesfrominsurersbasedonfactorswhicharenotclient - specific, such as the performance and /or sizeofanoverallbookofbusinessproducedwithaninsurer. We generally do not know if such a contingent payment will be made by a particular insurer, or the amount of any such contingent payments, until the underwriting year is closed. That compensation is partially derived from yourpremiumdollars, after being combined (or "pooled ") with the premium dollars of other insureds that have purchased similar types of coverage. We may also receive invitations to programs sponsored and paid for by insurance carriers to inform brokers regarding their products and services, including possible participation in company- sponsored events such as trips, seminars,and advisory council meetings, based upon the total volume of business placed with the carrier you select. We may, on occasion, receive loans or credit from insurance companies. Additionally,in the ordinary course of our business, we may receive and retain interest on premiums you payfromthedatewereceivethemuntilthedateofpremiumsareremittedtotheinsurancecompanyorintermediary. In the event that we assist with placement and other details of arranging for thefinancingofyourinsurancepremium, we may also receive a fee from the premium finance company. Questions and Information Requests Should you have any questions, or require additional information, please contact this office at 1- 800 - 350 -6328 or, if you prefer, submit your question orrequestonlineatfhtto: / /www bbinsurance com /cus omerinouiry htmll NON PROFIT PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE POLICY. PL R EAD THIS POLICY CAREFULLY. ND01040324E Renewal of Number No. ND01040324F POLICY DECLARATIONS UNITED STATES LIABILITY INSURANCE COMPANY WAYNE, PENNSYLVANIA ITEM I. PARENT ORGANIZATION AND PRINCIPAL ADDRESS Lake Elsinore Valley Chamber of Commerce 132 West Graham Avenue Lake Elsinore, CA 92530 040091 ORIGINAL ITEM II. POLICY PERIOD: (MM /DD/YYYY) 12:01 AM STANDARD TIME AT YOUR FROM 2117/2009 TO 2/17/2012 MAILING ADDRESS SHOWN ABOVE w w V w I b.2 • THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH LIMITS OF LIABILITY ARE INDICATE Coverage Part A. Non Profit Directors and Officers Liability ITEM III. LIMITS OF LIABILITY: a. Non Profit Directors & Officers b. Non Profit Directors & Officers C. Fiduciary Liability ITEM IV. RETENTION: ITEM V. PREMIUM: Coverage Part B. ITEM III. LIMITS OF LIABILITY: ITEM IV. RETENTION: ITEM V. PREMIUM: 1,000,000 EACH CLAIM 1,000,000 IN THE AGGREGATE Not Covered EACH CLAIM 0 EACH CLAIM 3,450 Employment Practices Liability 1,000,000 EACH CLAIM 1,000,000 IN THE AGGREGATE 5,000 EACH CLAIM 1,350 NOTICE: DEFENSE COSTS SHALL BE APPLIED AGAINST THE RETENTION. ITEM VI. Coverage Form(s) /Part(s) and Endorsement(s) made a part of this policy at time of issue: DO -3YR DEC (04 -07) Amendment to Policy Dedarations - 3yr Policy DO -207 (01 -94) Failure to Maintain Insurance Excl. Endt D0-3YR (05 -07) Three Year Policy Term Endorsement DO -211 (01 -94) Insurance Program Exclusion Endt DO -100 (04 -07) Coverage Part A DO-CA (0407) California State Amendatory EndtDO -101 (0407) Coverage Part B USL -DO] (04 -07) Policy Jacket Agent: CHARITY FIRST INSURANCE SERVICES (CA) [1060] // rJDateIssued: 2118/2009 ` /• ,/J_ By USL -DOD (11/97) Authorized Representaf e UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This Endorsement modifies insurance provided under the following: NON - PROFIT DIRECTORS & OF FICERS LI ABILITY AMENDMENT TO POLICY DECLARATIONS - THREE -YEAR POLICY TERM The Policy Declarations attached hereto are amended as follows: ITEM II. POLICY PERIOD consists of three Coverage Periods: First Coverage Period:From 2/17/2009 To 2/17/2010 Second Coverage Period:From 2/17/2010 To 2/17/2011 Third Coverage Period:From 2/17/2011 To 2/17/2012 ITEM III. LIMITS OF LIABILITY, apply separately to each Coverage Period shown above and are reinstated for each successive Coverage Period. ITEM V. PREMIUM, is the total premium due for the Three -Year Policy Term and is due and payable in three annual installments as follows: Coverage Part A. Non Profit Directors and Officers Liability: First Coverage Period:1,150 Second Coverage Period:1,150 Third Coverage Period:1,150 Coverage Part B. Employment Practices Liability: First Coverage Period:450 Second Coverage Period:450 Third Coverage Period:450 All other terms of the Policy Declarations are unchanged. DO -3 YR DEC (04 -07) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided under the following: NON PROFIT PROFESSIONAL LIABILITY POLICY THREE -YEAR POLICY TERM ENDORSEMENT This endorsement amends the above referenced policy as set forth herein. In the event of any conflict between the provisions of this endorsement and the provisions of the above referenced policy, the provisions of this endorsement shall control. Otherwise, coverage provided under this endorsement is subject to the terms, conditions, limitations and exclusions of the applicable policy referenced above. Policy Term The term of the policy to which this endorsement is attached is three (3) years, commencing with the inception date set forth in the Policy Declarations unless modified in accordance with the terms of this endorsement. The Three -Year Policy Term consists of three (3) consecutive Coverage Periods as set forth in the Amendment to Policy Declarations. For purposes of coverage provided under a Three -year Policy Term, the terms "Policy" and "Policy Period" in the above referenced policy shall have the same meaning as Three -Year Policy Term in this endorsement. Premium Item V. COVERAGE PERIOD PREMIUM in the Amendment to Policy Declarations is the premium due for each Coverage Period beginning with the inception date of the Three -Year Policy Term as shown in the Policy Declarations. Item V. PREMIUM is the total amount due for the Three -Year Policy Term as shown on the Policy Declarations. Amendment of Common Policy Conditions Section IV. NOTICE /CLAIM REPORTING PROVISIONS, paragraph A. is deleted in its entirety and replaced with the following: A. As a condition precedent to exercising any right to coverage under this policy, the Insured shall give to the Company written notice of a Claim as soon as practicable within the applicable Coverage Period but no later than sixty (60) days after the end of the applicable Coverage Period in which the Claim was first made. DO 3 YR (05 -07) Paget of 6 If a Coverage Period is cancelled or is non - renewed and if no Extended Reporting Period is purchased, written notice of a Claim shall be given no later than sixty (60) days after the effective date of such cancellation or non - renewal. If an Extended Reporting Period is purchased, written notice of a Claim shall be given no later than the last day of the Extended Reporting Period. Section IV. NOTICE /CLAIM REPORTING PROVISIONS, paragraph C. is deleted in its entirety and replaced with the following: C. If during a Coverage Period the Insured shall become aware of any circumstances which could give rise to a Claim being made against the Insured, the Insured shall give written notice to the Company of the circumstances and the reasons for anticipating such a Claim with full particulars as to dates and persons involved. Such notice must be given to the Company within the Coverage Period in which the Insured first became aware of such circumstances. Any Claim which is subsequently made against the Insured and reported to the Company as required by the Policy alleging, arising out of, based upon or attributable to such circumstances or alleging any Wrongful Act or Wrongful Employment Act which is the same as or related to any Wrongful Act or Wrongful Employment Act alleged or contained in such circumstances, shall be considered made at the time such notice of such circumstances was first given to the Company. Section V. CANCELLATION OR NON - RENEWAL is deleted in its entirety and replaced with the following: The Parent Organization may cancel the Three -Year Policy Term at any time by either surrender of the policy to the Company at its address stated in the Policy Declarations or by mailing to the Company written notice requesting cancellation and in either case stating when thereafter such cancellation shall be effective. If cancelled by the Parent Organization, the Company shall retain the customary short rate proportion of the premium based on the unexpired Coverage Period(s), in effect at the time of cancellation. The Three -Year Policy Term may not be cancelled by the Company except for non- payment of premium when due in which case Company shall provide the Parent Organization with not less than ten (10) days written notice prior to the effective date of cancellation. If the Company cancels, earned premium shall be computed pro rata Premium adjustments may be trade at the time cancellation is affected, or as soon as practicable thereafter. The Company reserves the right to non -renew or amend the terms, conditions, and premium of a Coverage Period due to Claims. The Company reserves the right to non -renew coverage or amend the terms, conditions and premium at the end of the Three -Year Policy Term with prior notice to the Parent Organization as set forth herein. In the event the Company elects to non -renew coverage, the Company shall mail to the Parent Organization, not less than sixty (60) days prior to the expiration DO 3 YR (05 -07) Page 2 of 6 of a Coverage Period or Three -Year Policy Term, as applicable, written notice of non - renewal. Such notice shall be inclusive of all Insureds. The mailing of notice of cancellation or non - renewal shall be sufficient notice and the effective date of cancellation or non - renewal stated in any such notice shall become the end of the Coverage Period or Three -Year Policy Term, as applicable. Delivery of such notice by the Parent Organization or the Company shall be equivalent to the mailing. Section XIII. CHANGES IN EXPOSURE is amended to read that the entire premium for a Coverage Period shall be deemed earned premium in the event a Transaction occurs after the inception date of that Coverage Period. Amendment of Coverage Part A Section H. FULL PRIOR ACTS COVERAGE PROVISION is deleted in its entirety and replaced with the following: Coverage shall apply to any Claim made against the Insured for Wrongful Acts arising solely out of the Insured's duties on behalf of the Organization committed prior to the expiration date of this Three -Year Policy Term, or the effective date of cancellation or non - renewal of this Three -Year Policy Term, provided that the Claim is first made during the Three -Year Policy Term as required below, or the Extended Reporting Period, if applicable, and written notice of said Claim is reported to the Company as soon as practicable. There shall be no coverage for any Claim reported to the Company later than sixty (60) days after the end of the Coverage Period in which the Claim was first made or after the expiration of the Extended Reporting Period, if applicable. However, coverage shall not apply to any Claim based upon or arising out of any Wrongful Act or circumstance likely to give rise to a Claim of which the person or persons signing the application had knowledge, or otherwise had a reasonable basis to anticipate might result in a Claim, prior to the earlier of A. The inception date of this Three -Year Policy Term; or B. The inception date of the first policy of this type the Company has issued to the Parent Organization regardless of the term of coverage of such policy, provided that the Company has written continuous coverage for the Parent Organization from such date to the inception date of this Three -Year Policy Term Section III. DEFINITIONS, A. "Application", paragraph (2) is deleted in its entirety and replaced with the following: DO 3 YR (05 -07) Page 3 of 6 2) An application(s) including any material submitted, for all previous policies issued by the Company, regardless of the term of coverage, providing continuous coverage until the inception date of this Three -Year Policy Term. Section IV. EXCLUSIONS, paragraph K. is deleted in its entirety and replaced by the following: K. Any pending or prior litigation, administrative or regulatory proceeding, claim, demand, arbitration, decree, or judgment of which the Insured had written notice before the effective date of this Three -Year Policy Term; or any fact, circumstance, event, situation, or Wrongful Act which before the effective date of this Three -Year Policy Term was the subject of any notice to an Insured under any other similar policy of insurance to the Insured; or any future Claims or litigation based upon the pending or prior litigation or derived from the same or essentially the same facts, actual or alleged; provided that, if this Three -Year Policy Term is a renewal of a policy or policies previously issued by the Company, and if the coverage provided by the Company was continuous from the effective date of the first such other policy to the effective date of this Three -Year Policy Term, the "effective date of this Three -Year Policy Term" will mean the effective date of the first policy under which the Company first provided continuous coverage to an Insured; Section V. LIMITS OF LIABILITY AND RETENTION, paragraphs A. and I. are deleted in their entirety and replaced with the following: A. The LIMIT OF LIABILITY specified on the Policy Declarations as IN THE AGGREGATE shall be the maximum liability for Loss from all Claims to which this coverage applies and shall be reinstated for each successive Coverage Period within the Three -Year Policy Term beginning with the effective date shown on the Policy Declarations. I. The LIMIT OF LIABILITY shall apply separately to each consecutive Coverage Period and shall be reinstated for each successive Coverage Period within the Three - Year Policy Term as shown on the Policy Declarations. The LIMIT OF LIABILITY available for a Coverage Period cannot be applied to other Coverage Period(s). If a Three -Year Policy Term is extended for less than twelve (12) months, the additional period will be deemed part of the last preceding Coverage Period for the purposes of determining the LIMIT OF LIABILITY. DO 3 YR (05 -07) Page 4 of 6 Amendment of Coverage Part B Section II. FULL PRIOR ACTS COVERAGE PROVISION is deleted in its entirety and replaced with the following: Coverage shall apply to any Claim made against the Insured for WrongfulEmploymentActsarisingsolelyoutoftheInsured's duties on behalf of theOrganizationcommittedpriortotheexpirationdateofthisThree -Year Policy Term,or the effective date of cancellation or non - renewal of this Three -Year Policy Term, provided that the Claim is first made during the Three -Year Policy Term as requiredbelow, or the Extended Reporting Period, if applicable, and written notice of said Claim is reported to the Company as soon as practicable. There shall be no coverageforanyClaimreportedtotheCompanylaterthansixty (60) days after the end of theCoveragePeriodinwhichtheClaimwasfirstmadeoraftertheexpirationofthe Extended Reporting Period, if applicable. However, coverage shall not apply to any Claim based upon or arising out of anyWrongfulEmploymentActorcircumstancelikelytogiverisetoaClaimofwhichthepersonorpersonssigningtheapplicationhadknowledge, or otherwise had areasonablebasistoanticipatemightresultinaClaim, prior to the earlier of A. The inception date of this Three -Year Policy Term; or B. The inception date of the first policy of this type the Company has issued to thatParentOrganizationregardlessofthetermofcoverageofsuchpolicy, providedtheCompanyhaswrittencontinuouscoveragefortheParentOrganizationfromsuchdatetotheinceptiondateofthisThree -Year Policy Term. Section III. DEFINITIONS, A. "Application ", paragraph (2) is deleted in its entirety and replaced with the following: ies 2) An application(s) including any material submitted, for all o previous ntnuousissuedbytheCompany, regardless of the term of coverage, providing cocoverageuntiltheinceptiondateofthisThree -Year Policy Term Section IV. EXCLUSIONS, paragraph E. is deleted in its entirety and replaced by the following: E. Any pending or prior litigation, administrative or regulatory proceeding, claim,demand, arbitration, decree, or judgment of which the Insured had written noticebeforetheeffectivedateofthisThree -Year Policy Term; or any fact, circumstance,event, situation, or Wrongful Employment Act which before the effective date ofthisThree -Year Policy Term was the subject of any notice to an Insured under anyothersimilarpolicyofinsurancetotheInsured; or any future Claims or litigationbaseduponthependingorpriorlitigationorderivedfromthesameoressentiallythe same facts, actual or alleged; Page 5 of 6 DO 3 YR (05-07) November 12, 2008 Lake Elsinore Valley Chamber of Commerce 132 W Graham Avenue Lake Elsinore CA 92530 RE: Policy Type: Commercial Package Policy Carrier: St. Paul Fire & Marine Insurance Company Policy Number: 66078921-423 Policy Term: 11/9/2008 to 11/9/2009 Dear Kim: I would like to take this opportunity to thank you for your confidence in letting Brown and Brown of California continue to meet your insurance needs. Enclosed is your policy. I recommend that you carefully read your policy to ensure it meets with your need for coverage. Please give close attention to the policy's conditions, exclusions and limitations. In the event of a loss, your rights to insurance coverage will be controlled by these set forth in the policy. Higher limits of liability may be available to you as well as other insurance coverages. The enclosed listing of Optional Insurance Coverages are a few that may be of interest to you, for your business. I look forward to hearing from you with any questions you may have regarding your insurance program. Sincerely, 1 IV 1 Pam White / EVA Account Manager Direct Line: 805- 690 -2652 pwhite @bbsbins.com 1025 Chapala St. • Santa Barbara, CA 93101 P.O. Box 1469 • Santa Barbara, CA 93102 -1469 Phone: (805) 965.0071 Fax: (805) 640 -3200 1http-J/www.bbsbins.com License: OB02587 Santa Barbara • Camarillo • Lompoc IMPORTANT OPTIONAL COVERAGES TO BE CONSIDERED Insured: Lake Elsinore Valley Chamber of Commerce Policy Term: 11/9/2008 to 11/9/2009 IF NOT ALREADY PROPOSED) PROPERTY Earthquake Earthquake Sprinkler Leakage Signs Glass Building Ordinance Flood Selling Price Endorsement/Market Value Endorsement Peak Season Endorsement Business Income — Extended Period of Indemnity Cost of Inventory & Appraisal Patterns, Tools & Dies Contingent Liability EDP - Computer Transit Business Interruption Vacancy Permit Customer Goods POLLUTION LIABILITY PRODUCTS LIABILITY PRODUCTSRECALL FOREIGN SALES vs. DOMESTIC SALES — ANY TRAVEL OUT -OF- COUNTRY? BOILER & MACHINERY WORKERS' COMPENSATION CRIME INSURANCE UMBRELLA/EXCESS LIABILITY DIRECTORS & OFFICER LIABILITY EMPLOYEE BENEFIT LIABILITY SURETY BONDS EMPLOYEE BENEFITS Group Medical/Dental/Disability Key Man Coverage Group Life /Accidental Death & Dismemberment Cafeteria Plans Pension/Profit Sharing Self Funding PERSONAL LINES EMPLOYMENT PRACTICES /SEXUAL HARASSMENT Defense Only Defense & Indemnity Discrimination Wrongful Termination This is only a partial listing. If you are interested in any other coverages, please contact us for further information. Compensation In addition to the commissions or fees received by us for assistance with the placement, servicing, claims handling, or renewal of your insurance coverages, other parties, such as excess and surplus lines brokers, wholesale brokers, reinsurance intermediaries, underwriting managers and similar parties, some of which may be owned in whole or in part by Brown & Brown, Inc., may also receive compensation for their role in providing insurance products or services to you pursuant to their separate contracts with insurance or reinsurance carriers. That compensation is derived from your premium payments. Additionally, it is possible that we, or our corporate parents or affiliates, may receive contingent payments or allowances from insurers based on factors which are not client - specific, such as the performance and /or size of an overall book of business produced with an insurer. We generally do not know if such a contingent payment will be made by a particular insurer, or the amount of any such contingent payments, until the underwriting year is closed. That compensation is partially derived from your premium dollars, after being combined (or "pooled ") with the premium dollars of other insureds that have purchased similar types of coverage. We may also receive invitations to programs sponsored and paid for by insurance carriers to inform brokers regarding their products and services, including possible participation in company- sponsored events such as trips, seminars, and advisory council meetings, based upon the total volume of business placed with the carrier you select. We may, on occasion, receive loans or credit from insurance companies. Additionally, in the ordinary course of our business, we may receive and retain interest on premiums you pay from the date we receive them until the date of premiums are remitted to the insurance company or intermediary. In the event that we assist with placement and other details of arranging for the financing of your insurance premium, we may also receive a fee from the premium finance company. Questions and Information Requests Should you have any questions, or require additional information, please contact this office at 1 -800- 350 -6328 or, if you prefer, submit your question or request online at fhttr):// www. bbinsurance .com /customerinouiry.shtmi . TRAVELERSJ One Tower Square, Hartford, Connecticut 06183 TRAVELERS CORP. TEL: 1- 800 - 328 -2189 CHARITY FIRST -WEST COMMON POLICY DECLARATIONS ISSUE DATE: 09/05/08 POLICY NUMBER: 660- 7892L423- TCT -08 INSURING COMPANY: THE TRAVELERS INDEMNITY COMPANY OF CONNECTICUT REPORT CLAIMS TO: 1. NAMED INSURED AND MAILING ADDRESS: LAKE ELSINORE VALLEY St. Paul Travelers CHAM G COMMERCE Telephone Reporting LAKE ELSINORE, CA 92530 1- 800 - 832 - 2. POLICY PERIOD: From 11/09/08 to 11/09/09 12:01 A.M. Standard Time at your mailing address. 3. LOCATIONS Premises Bldg. Loc. No. No. Occupancy Address SEE IL TO 03 4. COVERAGE PARTS FORMING PART OF THIS POLICY AND INSURING COMPANIES: COMMERCIAL PROPERTY COV PART DECLARATIONS CP TO 11 01 03 TCT COMMERCIAL GENERAL LIABILITY COV PART DECLARATIONS CG TO 01 11 03 TCT LIQUOR. LIABILITY COV PART DECLARATIONS CG TO 04 03 94 TCT r o o ee o e 5. NUMBERS OF FORMS AND ENDORSEMENTS FORMING A PART OF THIS POLICY: SEE IL T8 01 10 93 6. SUPPLEMENTAL POLICIES: Each of the following is a separate policy containing its complete provisions: Policy Policy No. Insuring Company DIRECT BILL 7. PREMIUM SUMMARY: Provisional Premium $ 2,110 Due at Inception $ Due at Each $ NAME AND ADDRESS OF AGENT OR BROKER: CHARITY FIRST AJG CO (JC630) ONE MARKET SPEAR STREET TOWER SAN FRANCISCO, CA 94105 COUNTERSIGNED BY: Authorized Representative DATE: IL TO 02 11 89(REV. 09 -07) PAGE 1 OF i OFFICE: NAT'L PRGM'S -ORL 005431 TRAVELERSJ POLICY NUMBER: 660- 7892L423- TCT -08 EFFECTIVE DATE: 11 -09 -08 ISSUE DATE: 09 -05 -08 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS. IL TO 02 11 89 COMMON POLICY DECLARATIONS IL T8 01 10 93 FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS IL TO 01 01 07 COMMON POLICY CONDITIONS IL TO 03 04 96 LOCATION SCHEDULE COMMERCIAL PROPERTY CP TO 11 01 03 CP TO 00 01 03 CP 00 90 07 88 CP T1 00 01 03 CP T1 08 01 03 CP T3 68 09 06 CP T3 63 01 03 CP T3 81 01 08 COMMERCIAL GENERAL CG TO 01 11 03 CG TO 07 09 87 CG TO O8 11 03 CG TO 34 11 03 CG 0001 1001 CG D2 55 11 03 o p CG 21 70 01 08 o GN 01 88 01 96 CG DO 37 04 05 CG D1 59 07 04 CG Di 86 11 03 CG D2 03 12 97 CG D2 22 11 03 CG D2 34 01 05 CG D2 43 01 02 CG D2 56 11 03 CG D2 88 11 03 CG 03 26 01 04 CG D3 56 01 05 CG DO 76 06 93 CG D1 08 02 05 CG D1 42 01 99 CG D2 42 01 02 CG T3 52 07 86 CG T4 78 02 90 CG T4 89 07 96 IL T8 01 10 93 COMMERCIAL PROPERTY DECLARATIONS TABLE OF CONTENTS COMMERCIAL PROPERTY CONDITIONS BUILDING & PERSONAL PROPERTY COV FORM CAUSES OF LOSS- SPECIAL FORM FUNGUS,ROT,BACTERIA CAUSES OF LOSS PROPERTY EXTRA PLUS TERRORISM RISK INS ACT 2002 DISCLOSURE LIABILITY COML GENERAL LIABILITY COV PART DEC DECLARATIONS PREMIUM SCHEDULE KEY TO DECLARATIONS PREMIUM SCHEDULE TABLE OF CONTENTS COMMERCIAL GENERAL LIABILITY COV FORM AMENDMENT OF COVERAGE - POLLUTION CAP ON LOSSES- CERTIFIED ACTS- TERRORISM CHARITY FIRST -AMEND OF COV WHO IS INSD OTHER INSURANCE - ADDITIONAL INSUREDS ADDITIONAL INSURED - CLUB MEMBER XTEND ENDORSEMENT AMEND -NON CUMULATION OF EACH OCC SOC SERV AGENCIES -HIRED & NONOWNED AUTO WEB XTEND - LIABILITY FUNGI OR BACTERIA EXCLUSION AMENDMENT OF COVERAGE EMPLOYMENT- RELATED PRACTICES EXCLUSION EXCLUSION - UNSOLICITED COMMUNICATIONS MOBILE EQUIP /EXCL VEHICLES SUB TO MV LAW EXCLUSION -LEAD EXCLUSION- FINANCIAL SERVICES EXCLUSION - DISCRIMINATION EXCLUSION WAR EXCLUSION- ATHLETIC PARTICIPANTS EXCLUSION - ASBESTOS EXCL - COUNSEL OR REFERRAL ERROR OR OMISS PAGE: 1 OF 2 005432 COMMON POLICY CONDITIONS h= o= o o= o= All Coverage Parts included in this policy are subject to the following conditions: A. Cancellation during the policy period and up to three years 1. The first Named Insured shown in the Decla- afterward. rations may cancel this policy by mailing or D. Inspections And Surveys delivering to us advance written notice of 1. We have the right to: cancellation. 2. We may cancel this policy or any Coverage a. Make inspections and surveys at any time; Part by mailing or delivering to the first Named Insured written notice of cancellation b. Give you reports on the conditions we at least: find; and a. 10 days before the effective date of can- cellation if we cancel for nonpayment of 2. premium; or b. 30 days before the effective date of can- cellation if we cancel for any other rea- son. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. If the policy is cancelled, that date will become the end of the policy period. If a Coverage Part is cancelled, that date will become the end of the policy period as respects that Coverage Part only. 5. If this policy or any Coverage Part is can- celled, we will send the first Named Insured any premium refund due. If we cancel, the re- fund will be pro rata. If the first Named In- sured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a re- fund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us as part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time c. Recommend changes We are not obligated to make any inspec- tions, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advi- sory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or rec- ommendations we may make relative to certi- fication, under state or municipal statutes, or- dinances or regulations, of boilers, pressure vessels or elevators. E. Premiums 1. The first Named Insured shown in the Decla- rations: a. Is responsible for the payment of all pre- miums; and b. Will be the payee for any return premi- ums we pay. 2. We compute all premiums for this policy in accordance with our rules, rates, rating plans, premiums and minimum premiums. The pre- mium shown in the Declarations was com- puted based on rates and rules in effect at the time the policy was issued. On each re- IL TO 01 01 07 Includes the copyrighted material of Insurance services Office, Inc. with its permission. Page 1 of 2 005433 LOCATION SCHEDULE POLICY NUMBER: GGO- 7892L423- TCT -08 This Schedule of Locations and Buildings applies to the Common Policy Declarations for the period 11 -09 -08 to 11- 09 -09. Loc. Bldg. No. No. Address 1 1 132 W GRAHAM AVE LAKE ELSINORE, CA 92530 o o o IL TO 03 04 96 005434 Occupancy OFFICE Page 1 (END)