HomeMy Public PortalAboutAgreement_2009-07-01_Chamber of CommerceAGREEMENT
TEMPLE CITY CHAMBER OF COMMERCE
and
CITY OF TEMPLE CITY
This agreement is made and entered into effective this Ist day of July 2004, by and
between the CITY OF TEMPLE CITY, a municipal corporation, hereinafter referred to
as CITY, and the TEMPLE CITY CHAMBER OF COMMERCE, a California not-for-
profit corporation (IRS Code Section 501( C ) 6, hereinafter called CHAMBER:
WITNESSETH:
For and in consideration of the premises and of the mutual covenants and agreements
herein contained, said parties hereby agree as follows:
1. RECITALS. This Agreement is made and entered into with respect to the
following facts:
a. That CITY is desirous of promoting its advantages as a business, industrial
and residential center, providing promotional information relative thereto,
and of properly following up and giving consideration to inquiries made
from time to time relative to the various activities of CITY and its
possibilities as such residential, industrial and business area; and,
b. That CHAMBER, a not-for-profit corporation, located within the City of
Temple City, has special knowledge, experience and facilities for
dissemination information and is organized for and equipped to carry on
promotional activities on behalf of CITY and to publicize and exploit its
advantages; and,
c. That CITY is desirous of paying a portion of the costs of such activities of
CHAMBER which are of benefit to CITY upon the terms and conditions
hereinafter set forth.
2. SERVICES. CHAMBER shall carry on those certain promotional activities on
the CITY's behalf.
a. To develop upon a city-wide basis promotional programs throughout the
year which stimulate business and industrial opportunities;
b. To maintain a central information office and serve both citizens and out-
of-town business inquiries for information;
c. To promote and/or sponsor civic, business and trade meetings to market
the advantages and opportunities of Temple City; such as the Camellia
Parade and other city events;
d. To develop and maintain a community database of important demographic
and economic information;
e. To assist and promote the business community's interests including, but
not limited to, helping startup businesses and periodically surveying the
business community;
f To meet with individual businesses at least two times per month and report
back to the City periodically on important issues;
g. To actively participate in the San Gabriel Valley Economic Partnership;
4.
5.
h. To conduct quarterly educational ,vorkshops, seminars or legislative
forums;
i. To work with local schools to put on a program to introduce students to
local businesses and career opportunities; and,
j. To disseminate, print and distribute guides and informational brochures;
such as, The Temple City Life magazine, the city map, etc.
FEE. CITY agrees to pay to CI IAMBER the total sum of $72,000 for fiscal year
2009-2010 on account of CHAMBER's costs for the services specified in
Paragraph 2 above. Said sums shall be paid in installments as follows:
2009-2010 (Ju1y
$6,0001
jAuqust
$6,0001
;September
$6,000;
!October
$6,0001
November
$6,0001
!December
$6,0001
(January
$6,0001
!February
$6,0001
(March
$6,0001
April
$6,0001
;May
$6,000
!June
$6,0001
Except as provided in Paragraph 3 and 6 of this Agreement, CITY shall have no
obligation to pay any portion of any expense incurred on account of the services
specified in this agreement and any such additional costs or expenses shall be
home by CHAMBER.
REPORTS. CHAMBER shall submit (a) to the Director of Finance of CITY
each month a bill or statement indicating the amount due and payable under the
provisions of the agreement for that month, and (b) to CITY Manager within
thirty (30) days after the end of each calendar quarter a statement of its activities
in the interest of CITY as specified hereinabove in Paragraph No. 2.
POLITICAL ACTIVITIES PROHIBITED. CHAMBER further covenants
and agrees not to engage in any partisan political activity whatsoever during the
term of this agreement whether supported by CITY funds or otherwise.
EXTRA SERVICES. In the event CITY shall desire any additional services in
and about the advertising and promotion of Temple City, CHAMBER shall. upon
request by CITY, furnish an itemized statement of the cost thereof and CITY may
modify or alter any such plan or proposal in any particular, or may reject said plan
in its entirety, or may direct the submission of a new plan or proposal which may
be accepted, altered or rejected. Upon the final approval of any such plan by
CITY and the execution thereof by CHAMBER, CITY shall pay the cost thereof
upon demand of CHAMBER as herein provided, which cost shall not exceed by
more than five percent (5%) the estimated cost of such plan or proposal as herein
set forth, unless with the express consent of CITY. All money due under said
plan or proposal shall be supported by a statement of CHAMBER showing the
amount of liability incurred upon the basis of said claims, and certified by proper
officers of CHAMBER, and a Minute Record of the Board of Directors of
CHAMBER. CHAMBER shall not be entitled to receive any compensation for
its services in carrying out said plan.
7. 'PERM. The term of this agreement shall be from July 1.2009 to and including
June 30, 2010.
8. AUDITS. The books of account of CHAMBER shall be subject to audit upon the
order of the Temple City Council.
9. PUBLIC PURPOSE. The expenditures herein contemplated are intended to be
and shall be only for such uses and purposes as may come within the definition of
a public purpose; that is, for such purposes as may directly or indirectly benefit
the entire community rather than individuals or corporations.
10. TERMINATION OF AGREEMENT. The CITY reserves the right to terminate
this agreement by giving the CHAMBER sixty (60) days' advance written notice
of such termination prior to said July I of each fiscal year this Agreement remains
in force and effect.
In addition, CITY may terminate this agreement at the end of the then current
fiscal year in the event that funds are not allotted within the CITY's fiscal budget
to continue the services provided by CHAMBER under this Agreement. In the
event of such termination, CITY or AGENCY shall give the CHAMBER sixty
(60) days` advance written notice that the foregoing condition exists and shall not
be required to provide funding under this agreement beyond the end of the then
current fiscal year.
11. INDEPENDENT CONTRACTOR. CHAMBER shall act as an independent
contractor in the performance of the services provided for in this Agreement and
shall furnish such services in CHAMBER'S own manner and method and in no
respect shall CHAMBER be considered an agent or employee of the CITY.
12. NONASSIGNMENT. This Agreement is not assignable either in whole or in
part by CHAMBER without the written consent of CITY.
13. INDEMNIFICATION. CHAMBER hereby agrees to and shall hold CITY its
elective and appointive boards, officers, agents and employees, harmless from any
liability for damage or claims for damage for personal unjust, including death, as
well as from claims for property damage which may arise from CIIAMBER's
negligent acts, errors or omissions under this Agreement. CHAMBER agrees to,
and shall defend city and its elective and appointive boards, officers; agents and
employees from any suits or actions at law or in equity for damages caused, or
alleged to have been caused, by reason of any of the aforesaid negligent acts,
errors or omission; provided
a. That CITY does not, and shall not, waive any rights against CHAMBER
which it may have by reason of the aforesaid hold -harmless agreement
because of the acceptance by CITY or the deposit with CITY by
CHAMBER, of any of the insurance policies hereinafter described in this
Agreement.
b. That the aforesaid hold -harmless agreement by CHAMBER shall apply to
all damages and claims for damages of every kind suffered, or alleged to
have been suffered, by reason of any of the aforesaid operations of
CHAMBER, or any subcontractor of CHAMBER, regardless of whether
or not such insurance policies shall have been determined to be applicable
to any of such damages or claims for damages.
14. WAIVER. Waiver by any party hereto of any tern, condition, or covenant of
this Agreement shall not constitute the waiver of any other term. condition or
covenant hereof.
15. ATTORNEY'S FEES. If litigation is reasonably required to enforce or interpret
the provisions of this Agreement, the prevailing party in such litigation shall be
entitled to an award of reasonable attorney's fees, in addition to any other relief to
which it may be entitled.
15. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors.
administrators, successors and assigns of the parties hereto.
17. PROVISIONS, CUMULATIVE. The provisions of this Agreement are
cumulative and in addition to and not in limitation of any rights or remedies
available to CITY and Agency.
18. NO PRESUMPTION RE: DRAFTER. The parties acknowledge and agree that
the terms and provisions of this Agreement have been negotiated and discussed
between the parties and their attorneys, and this Agreement reflects their mutual
agreement regarding the same. Because of the nature of such negotiations and
discussions it would be inappropriate to deem any party to be the drafter of this
Agreement; and, therefore, no presumption for or against validity or as to any
interpretation hereof. based upon the identity of the drafter, shall be applicable in
interpreting or enforcing this Agreement.
19. ASSISTANCE OF COUNSEL. Each party to this Agreement warrants to each
other party as follows:
a. That each party either had the assistance of counsel or had counsel
available to it, in the negation for, and execution of, this Agreement, and
all related documents; and,
b. That each party has lawfully authorized the execution of this Agreement.
20. MODIFICATION. This Agreement shall not be modified except by written
agreement of the parties.
21. GOVERNING LAW. This Agreement shall be interpreted and construed
according to the laws of the State of California.
22. EFFECTIVE DATE AND EXECUTION. This Agreement shall be effective
from and after the date it is signed by the representatives of the CITY. This
Agreement may be executed in counterparts.
23. NOTICE. Whenever it shall be necessary for either party to serve notice on the
other regarding this Agreement, such notice may be furnished in writing by either
party to the other and shall be served by personal service as required in judicial
proceedings or by certified marl, postage prepaid, return receipt request,
addressed to the party as follows:
CITY: Cathy Burroughs, City Manager
9701 Las Tunas Drive, Temple City, CA 91780
CHAMBER: Linda Payne, President/CEO
9050 Las Tunas Drive, Temple City, CA 91780
24. F'ORG'E MAJEURE. Neither party shall be responsible for delays or failures in
performance resulting from acts beyond the control of the offending party. Such
acts shall include, but not limited to, acts of God, fire, flood, earthquake, or other
natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public
regulated utility, or government statues or regulations superimposed after the fact.
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Cath Bu h City Manager) Date
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Linda Payne, PresidentlC�10 Dat