2016/07/01 Menifee Valley Chamber of Commerce Special Events 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
17th day of August, 2016, 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.
B. The Chamber of Commerce is a membership association of business owners and
residents committed to encouraging business and economic development, and
building community within the City.
C. The Chamber and the City have worked informally together to put on signature
special events for the residents of the City of Menifee to enhance the quality of life
and vibrancy of the City.
D. The City sees participation of Chamber activities as an investment that benefits all
the residents of the community by encouraging the participation of local business
and food vendors at city-wide special events throughout the year.
E. The Chamber finds the partnership and support of the City in its city-wide special
events to be a positive force and an advantageous opportunity enabling local
businesses and food vendors to thrive by providing public venues and/or special
events where they can showcase their product and services to the community.
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 affirming the manner in which vendor booth revenue is
shared between the Chamber and the City:
i. Food and Wares: Chamber to retain 70% of gross vendor booth fees,
City to receive 30% of gross vendor booth fees.
ii. Alcohol Sales: Chamber to retain 60% of net alcohol sales revenue,
City to receive 40% net alcohol sales revenue. (Excludes Menifee
Music and Arts Festival).
C. Implementation.
1. Commitments. The City and Chamber agree to share vendor booth fees
and alcohol sales revenues collected for the various special events itemized
in Attachment A, which is incorporated herein by reference as if set forth in
full ("Attachment A") for which said services provided by the business and
food booths at special events are for the benefit of the residents of the City.
2. Orclanizational Responsibility.
The Chamber agrees to:
A. Organize and coordinate vendor participation in city-wide
special events, including:
i. Vendor solicitation, collection of fees, on-site
coordination of vendors at events, accounting and
reporting of revenues, event planning committees'
attendance and participation, volunteers related to
coordination of all vending activities.
ii. Chamber shall comply with all state, local and federal
guidelines and requirements for the operation of
vendors at all events including Alcohol Beverage
Control (ABC) licensing, Riverside County Department
of Environmental Health, Cal Fire(Marshall and events
codes), and Menifee Building and Safety Code; and all
associated permitting.
The City agrees to:
A. Organize and coordinate special event operations, planning
and logistics, including:
i. Event venue reservations, grounds preparation and
maintenance, marketing and publicity, sponsorship
solicitation, kids' zone operations (inflatables, arts and
crafts/games), restroom rentals, stage, sound, lighting,
fencing, public safety personnel, entertainment/talent,
staffing and volunteer coordination of activities related
to general event operations.
3. Updates and Payments. The Chamber agrees to provide a statement with
detailed line items of all vendor booth fees collected with the City's share of
the revenue. Chamber and City shall mutually agree upon all vendor booth
Chamber of Commerce MOU
August 2016 Page 2
fees and alcohol sales fees prior to advertising and implementation for each
event.
D. Term. This Agreement shall be for one year (July 1, 2016 — June 30, 2017) and
two additional single year renewals (July 1, 2017 — June 30, 2018, July 1, 2018
— June 30, 2019) renewed upon mutual written agreement of both Parties, with
adjustments to 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 administrative orders or
proceedings, demands or other liabilities resulting at any time from the activities
set forth in Attachment A of 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. Attorneys' 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:
Chamber of Commerce MOU
August 2016 Page 3
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: Michelle Runnells
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.
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.
Chamber of Commerce MOU
August 2016 Page 4
MEMORANDUM OF UNDERSTANDING
BETWEEN CITY OF MENIFEE AND
THE MENIFEE VALLEY CHAMBER OF COMMERCE
[Signature Page]
Dated: CITY OF MENIFEE, a municipal
corporation
By: /VIA-/
Robert J hnson, City Manager
Attesj
rah A. Manwar(ng, City Clerk,-
APPROVED AS TO FORM:
r-;kz"� -
J e6�-Yblf Melching, ' y Attorney
Dated: 1�ug&1�4 17, 2D/CP MENIFEE VALLEY CHAMBER OF
COMMERCE, a California corporation
By:
Michelle Kunnells, Executive
're for
APPROVED AS TO FORM: 8j:
Cha b r Le-6al Counsel
Chamber of Commerce MOU
August 2016 Page 5
ATTACHMENT A
Menifee Valley Chamber of Commerce
City Special Events
Revenue Share List
1. Fall Festival - October
2. Christmas Tree Lighting- December
3. Spring Fest- April
4. Music and Arts Festival (non-alcohol vendors only) — May
S. Movies in the Park—July/August
6. Summer Concerts—June/July/August
*Proposed alcohol sales at City events is subject to current and future City Council
policy on alcohol vending at City sponsored activities
Chamber of Commerce MOU
August 2016 Page 6