2013/08/21 Menifee Valley Chamber of Commerce Economic Development MOU MEMORANDUM OF UNDERSTANDING
BETWEEN CITY OF MENIFEE AND
THE MENIFEE VALLEY CHAMBER OF COMMERCE
This MEMORANDUM OF UNDERSTANDING is made and entered into this 215f
day of August, 2013, by and between City of Menifee, a municipal corporation ("City')
and the Menifee Valley Chamber of Commerce ("Chamber"), a California corporation.
The City and Chamber occasionally herein are each individually referred to as "Party"
and collectively as the "Parties'. The Parties hereto agree as follows:
RECITALS
A. The City was incorporated effective October 1, 2008 and is committed to
encouraging business and economic development within the City for the benefit of
all residents of the community.
B. The Chamber of Commerce is membership association of business owners and
residents committed to encouraging business and economic development within
the City.
C. The Chamber and the City have worked together informally to encourage business
and economic development within the City by participating in the creation of
various activities, information programs, training programs, events and promotional
products touting the quality of life and vibrancy of the City as a location attractive to
new businesses and supportive of existing businesses.
D. The City sees participation and financial support of Chamber activities as an
investment that benefits all the residents of the community by encouraging
development of jobs, generation of sales tax revenues, protection of property
values and enhancing the quality of life in the community.
E. The Chamber finds the participation and support of the City in its activities to be a
positive force and a significant financial support enabling it to produce quality
activities, information programs, training programs, events and promotional
products.
F. The Parties desire to enter into an agreement to transform its current relationship
into a formal public/private partnership for the benefit of the residents of the City of
Menifee.
NOW, THEREFORE, the Parties agree as follows:
I. General.
A. Recitals. All Recitals set out above are true and correct.
B. Purpose and Understanding of the Parties.
1. The purpose of this Agreement is to transform the existing relationship
between the City and the Chamber into a formal public/private partnership
for the purpose of expanding the business and economic vitality of the City
for the benefit of its residents.
2. This Agreement is entered into with the understanding that the Chamber
and the City will continue to share and financially support and potentially
expand the various activities, information programs, training programs,
events and promotional products.
C. Implementation.
1. Commitments. The City and Chamber agree to share in the cost of the
various activities itemized in Attachment A, which is incorporated herein
by reference as if set forth in full ("Attachment A"), for the purpose of
supporting and potentially expanding those activities for the benefit of the
residents of the City.
2. Organizational Responsibility. The Chamber agrees to take the lead in
organizing and promoting the activities set forth in Attachment A.
3. Updates and Budgeting. Attachment A shall be amended annually by
resolution of the City with the concurrence of the Chamber to reflect
activities, information programs, training programs, events and
promotional products for the upcoming fiscal year and the respective
contribution City will make as part of the City's budgeting process.
D. Term. This Agreement shall be in effect for fiscal year 2013-2014 and shall
automatically renew annually with the adoption of the City's annual budget and
adjustment of Attachment A as provided in Section I(C)(3) unless terminated in
accord with the provisions of Section II.
II. Termination
This Agreement may be terminated with or without cause by either Party upon 10
days written notice.
III. Representations, Warranties and Indemnification.
A. Indemnification. To the fullest extent provided by law, Chamber shall
indemnify, protect, defend, and hold harmless the City, its officers, employees,
and agents from and against any and all claims, liability, costs, damages,
penalties, losses and expenses, and any other actions, suits, legal or
Chamber of Commerce MOU
August 2013 Page 2
administrative orders or proceedings, demands or other liabilities resulting at
any time from the activities set forth in Attachment A or this Agreement.
B. Survival. Notwithstanding any other provision of this Agreement, this Section II
shall survive the termination of this Agreement.
IV. Miscellaneous.
A. General Provisions. This Agreement and all terms and conditions hereof shall
be governed by and construed and enforced in accordance with the laws of the
State of California, with venue in any action in the Superior Court of Riverside
Chamber. Any term herein can be waived only by a written waiver signed by
the Party against whom such waiver is to be asserted. This Agreement may be
executed in counterparts, each of which when so executed shall be deemed an
original, and all of which, together, shall constitute one and the same
instrument.
B. Attornevs' Fees. In the event of litigation between the Parties hereto arising out
of or in connection with this Agreement, the prevailing party shall, in addition to
any other relief awarded by the court, be entitled to recover its costs and
reasonable attorneys' fees as determined by the court.
C. Notice. Any notice to be given hereunder shall be effective only when in writing
and delivered to the Party to whom notice is being given personally, by fax or
by mail, to the address set out below:
To City: City of Menifee
29714 Haun Road
Menifee, CA 92586
(951) 672-6777
(951) 679-3843 fax
Attn: Rob Johnson, City Manager
To Chamber: Menifee Valley Chamber of Commerce
29863 New Hub Drive
Menifee, California 92586
Attn: Dorothy Wolons
Either Party may change the place of notice to any other location by giving
notice to the other.
D. Amendment. This Agreement may only be amended by a document in writing
signed by the Parties.
Chamber of Commerce MOU
August 2013 Page 3
i
E. Further Action. The Parties agree to and shall take such further action and
execute and deliver such additional documents as may be reasonably required
to effectuate the terms and conditions of this Agreement and to the extent
consistent with the terms hereof.
F. Authority. The persons executing this Agreement on behalf of the Parties
hereto warrant that (i) such Party is duly organized and existing, (ii) they are
duly authorized to execute and deliver this Agreement on behalf of said Party,
(iii) by so executing this Agreement, such party is formally bound to the
provisions of this Agreement, and (iv) entering into this Agreement does not
violate any provision of any other agreement to which said party is bound.
Dated: CITY OF MENIFEE, a municipal
corporation
By:
Scott A. Mann, Mayor
Attest:
n ,^ 'x/
`
Kathy Bennett, City Clerk
APPROVED AS TO FORM:
JA6 H. Bigg , Cit orney
Dated: "t"'t la 2cV3 MENIFEE VALLEY CHAMBER OF
COM ERCE, a Californi corporation
By:
Dorothy olons, President/CEO
APPROVED AS TO FORM:
0 wry f:Lf- DY-a !!! I LA)DLaA-.N .
Chamber Legal CourWel
Chamber of Commerce MOU
August 2013 Page 4
ATTACHMENT A
Menifee Valley Chamber of Commerce Description of activities, information programs,
training programs, events and promotional products
2013-2014
The following is a listing of activities, information programs, training programs, events
and promotional products. Adjustments to individual line item contributions made during
the course of the fiscal year may be made as long as the total contract dollar amount is
notexceeded.
Anticipated City
List of Chamber Provided Services Commitment of Funding
Mayors Luncheon $2 000
Mayors Round Table-Quarterly-10 people $1,000
City of Menifee Business Directory $5,000
City Map: 10,000 Copies $5,000
Annual Chairman Circle Membership/Installation Dinner $2,500
State of the City $2,000
Honoring our Menifee Heroes Event $1,000
MVCC Administration $3,000
Website/Booking Engine $3,000
Fagade Improvement Program $5000
Business Improvement Program $2,500
Additional Activities $6,000
Total Budgeted Contribution 2013-2014 $38,000
Chamber of Commerce MOU
August 2013 Page 5