HomeMy WebLinkAboutLake Elsinore Chamber of Commerce Agreement 2012-2013 (2) CITY OF
LADE �LSZI`SO�E
DREAM EXTREME
July 27,2012
Lake Elsinore Valley Chamber of Commerce
Attention: Kim Cousins
132 West Graham Avenue
Lake Elsinore, California 92530
RE: General Services and Tourism Services Agreement for 2012-2013
Dear Mr. Cousins:
Enclosed please find your copy of the fully executed Agreement for Services 2012-2013
between the City and the Lake Elsinore Valley Chamber of Commerce. Said agreement .
was approved at the regular City Council meeting of June 26,2012. .
Should you have any questions,please do not hesitate to give this office a call.
Sincerely,
rginia loo
City Cle
Enc:
vjb
951.674,3124
130 S.MAIN STREET
LAKE EISINORE:.CA 92530
W WW.LAKE-ELSINOItF.ORG
AGREEMENT BETWEEN THE CITY OF LAKE ELSINORE
AND
THE LAKE ELSINORE VALLEY CHAMBER OF COMMERCE
2012-2013 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. — 4:00 p.m. Monday,
Wednesday and Friday, and 9:00 a.m. — 5:00 p.m. Tuesday and
Thursday, 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;
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and City/Chamber Partnerships, attached hereto and incorporated
herein.
In matters involving Chamber representation of City views; ie
legislative issues, the Chamber shall confer with the City Manager
to ensure that City views are being properly represented. Reports
of issues discussed at the meetings attended under Exhibit A, item
2, shall be included in the Chamber's quarterly reports.
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 $33,000 per year,
payable in quarterly installments of $8,250, for which the City will
receive Chamber of Commerce membership benefits and scope of
services as provided in Exhibit A. 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 151" of July, October, January and April of the
2012/13 fiscal year.
b) Tourism Services, The City agrees to pay Chamber for Tourism
services, as set forth in Exhibit B, a total sum of $52,000 per year,
payable in monthly installments of $4,333.33. An invoice shall be
provided by the Chamber to the City prior to payment. The invoice
shall include a summary of activities and services, as outlined in the
scope of services per Exhibit B, provided during the invoice period.
Payments will be made on or about the 15th 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
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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.
4. TERM OF AGREEMENT
a) This Agreement shall be effective as of the 18t day of July 2012, and shall
automatically terminate on June 30, 2013, except as provided herein.
b) 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. Failure to provide funding of
this Agreement shall constitute a cancellation of the Agreement by the
City.
c) The Agreement may be terminated immediately by the City if there is a
material failure by the Chamber to fulfill the terms of this Agreement.
d) The City may require the Chamber to repay all or part of the funding if:
i. Fraud or malfeasance is proven;
ii. The funding is not used for the service or activity specified, unless
the City was given an opportunity in advance to accept any
legitimate request related to an unspecified use of funds;
iii. The Chamber is not able to provide the service or activity specified
to the agreed standard, unless the City accepts any legitimate
reasons which have prevented the obligations from being fully met;
iv. In these circumstances, a work out with the City shall be agreed
upon and implemented by the Chamber;
v. The Chamber or its Visitor/Tourism Services Bureau ceases to
exist.
e) The terms and/or scope of services of the Agreement may be modified by
mutual consent of the City and the Chamber.
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. Reports will include data and
statistics regarding website transactions, bookings and such other
information to gauge the level of tourism. In addition to the written reports,
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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.
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.
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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:
(b) 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
(c) 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.
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.
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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.
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.
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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.
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.
IN WITNESS WHERJEOF, the parties have caused this Agreement to be
executed on i /I , 2012.
City of Lake Elsinore Lake Elsinore Valley
Chamber of Commerce
By: } By:
'/%�
Maydr txe Ave ;ector
Attest, Approv d as to Form:
By: By: vav
City I e�,k City Attorney
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