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06-0620_CHAMBER OF COMMERCE, SJC_Agreement0 0 AGREEMENT THIS AGREEMENT, made and entered into this 20th day of June 2006, by and between the City of San Juan Capistrano, a municipal corporation, duly organized and existing under and by virtue of the laws of the State of California, (hereinafter referred to as "City"), and the San Juan Capistrano Chamber of Commerce, a California non-profit corporation (hereinafter referred to as "Chamber'). WITNESSETH: WHEREAS, City and Chamber are mutually desirous of promoting the community's advantages and disseminating information relative thereto during the 2006-2007 fiscal year; and, WHEREAS, the Chamber has knowledge, experience and facilities for disseminating information that the City would otherwise be called upon to produce in the absence of a Chamber, and, WHEREAS, the Chamber, for many years, provided promotional programs for the development and improvement of local commerce, and has demonstrated the ability to properly follow-up and give consideration to inquiries made relative to the various activities of the City; and, WHEREAS, the success of the City and Chamber in meeting their respective goals is best served by full communications and coordinated activities; and, WHEREAS, such activities are recognized by law as being in the public interest and serving a public purpose. NOW, THEREFORE, in consideration of the premises and the covenants and condition hereinafter set forth, City and Chamber agree as follows: SECTION 1. Chamber shall diligently advertise and promote the community of San Juan Capistrano in such a manner as to attract worthwhile business enterprises, which will enhance the general welfare and well being of the citizens, and shall among other things: A. Maintain suitable quarters and employ competent personnel in a public office within the business area of the City, easily accessible and fully equipped for the purpose of disseminating information, answering correspondence and inquiries regarding the City. Said office shall be open to the public not less than six hours a day, except Saturday, Sunday and holidays, if City requests other times City shall agree to fund such additional staffing; and, B. Chamber shall obtain and make available such statistics and data relating to the community of San Juan Capistrano as may be appropriate for reference by the public, the City of San Juan Capistrano and Chamber members; and, C:\Documents and Settings\CV0734\Loca1 Settings\Temporary Internet Files\OLK347\Chamber Agreement FY 06-071.doc - 1 - 0 C. Work to coordinate activities of mutual community interest with City officials and staff; and, D. Provide information and assistance to individual business members with respect to promotion and advertising for the purpose of enhancing the business image and encourage business patronage; and, E. Serve to receive and respond to written and verbal inquiries regarding residential, commercial, industrial, tourist and business matters as they relate to the City. SECTION 2. The Chamber shall provide the City with quarterly reports setting forth the receipt and disbursement of funds consistent with Chamber record keeping and accounting and identifying expenditure of those funds received form the City. Reports to include a summary of accomplishments achieved during the reporting period. Reports shall be due 15 days from the quarter's end or October 15, 2006, January 14, 2007, April 15, 2007, and July 15, 2007. The Chamber shall also present an Annual Report to the City as of 15 days after the close of the Chamber's financial year with a summary of prior year's activities, a list of officers and Board Members and a copy of the annual Financial Statements as prepared at that time. The Chamber shall also maintain and update a budget and a copy of the then active budget shall be included. The Annual Report may be at the time and in lieu of a quarterly report for the end of the fourth quarter. Timely receipt is a condition of continued funding. SECTION 3. The Chamber will develop one business luncheon that features a discussion on the "State of the City'. The luncheon will occur in the first quarter of 2007. The luncheon should bring together the business community and political leaders, providing an opportunity for interaction between business and among business people and elected officials. The Chamber will provide a written plan for the "State of the City" luncheon to the City by November 1, 2006. SECTION 4. City shall fund to Chamber $26,000.00 for fiscal year 2006-2007 Visitor Information Services. Payments shall be made quarterly upon receipt of invoice from Chamber for $6,500.00. City will process invoices according to Accounts Payable Schedule in Exhibit "A". SECTION 5. Funds provided by the City shall not be used for political purposes and shall be applied to those purposes set forth in Section 1. The Chamber shall be entitled to continue presentations and advance the purposes of the business community in general on civic issues. SECTION 6. At all times during the term of this agreement, Chamber shall be an independent contractor and shall not be an employee of the City. All persons employed and volunteers to provide services under this agreement shall be employees or contractors of the Chamber and shall not be deemed employees of the City for any reason or purpose. C:\Documents and Settings\CV0734\Loca1 Settings\Temporary Internet Files\OLK347\Chamber Agreement FY 06-071.doc -2- 0 0 SECTION 7. This Agreement shall terminate at 12:00 pm on July 1, 2007. SECTION 8. Chamber to the extent of available insurance as provided for in Section 9, be responsible for injuries to persons and for damages to real or personal property of City, caused by or resulting from any activity or operation of Chamber, its employees or its agents during the progress of or connected with the rendition of services hereunder. And thereafter, Chamber to the extent of insurance provided for in Section 9, shall defend and hold harmless and indemnify City and all officers and employees of the City from all costs and claims for damages to real or personal property or personal injury to any third party resulting from the activity of itself, employees or its agents. SECTION 9. Chamber, shall maintain in full force and effect comprehensive general liability coverage, including premises operations, products/completed operations, and broad form property damage and blanket contractual liability in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. This policy shall not terminate, nor shall it be cancelled nor the coverage reduced until after 30 days written notice is given to the City. Chamber shall provide to City certificates of insurance establishing that the required insurance coverages have been secured by Chamber. Chamber shall provide an endorsement to City establishing that City has been legally added as an additional insured to the insurance policies required under this agreement. SECTION 10. At all times during the term of this Agreement, Chamber shall be an independent contractor and shall not be an employee of the City. City shall have the right to control Chamber only insofar as the results of the Chamber's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which the Chamber accomplishes services rendered pursuant to this Agreement. All persons employed to provide services under this Agreement shall be employees or contractors of Chamber and shall not be deemed employees of City for any reason or purpose. SECTION 11. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. CADocuments and Settings\CV0734\Local Settlngs\Temporary Internet Files\OLK347\Chamber Agreement FY W071.doc -3- IN WITNESS WHEREOF, the parties have caused this Agreement to be legally adopted this 20th day of June 2006. ATTEST: ret R. Monahan / APPROVED AS TO FORM: C& - John Sh w, City Attorney 6LLIIL SAN JUAN CAPISTRANO CHAMBER OF COMMERCE 00ZOes Varga, resident CITY OF SAN JUAN CAPISTRANO CADocuments and Settings\CV0734\1-ocal Settings\Temporary Internet Files\OLK347\Chamber Agreement FY 06-071.doc -4-