2017/10/03 Menifee Valley Chamber of Commerce FY17/18 Fall Festival MOU DocuSign Envelope ID:08D1B709-9063-49F6-99D7-99D977BDAC08
MEMORANDUM OF UNDERSTANDING
BETWEEN CITY OF MENIFEE AND
THE MENIFEE VALLEY CHAMBER OF COMMERCE
This MEMORANDUM OF UNDERSTANDING is made and entered into this 3rd
day of October, 2017, 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 previously worked 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 regarding the Fall Festival event to
be held on October 28, 2017 ("Fall Festival")
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
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revenue is shared between the Chamber and the City for the Fall Festival
event on October 28, 2017:
i. Food and Wares: Chamber to retain 100% of gross vendor booth
fees for vendors obtained by the Chamber, beginning with all
vendors that the Chamber secures on or after September 25,
2017, all food/ware vendor fees collected prior to September 25,
2017 will be retained by the City.
ii. Alcohol Sales: Chamber to retain 100% of gross alcohol sales
revenue.
C. Implementation.
1. Commitments. The City agrees that the Chamber retains vendor booth
fees for vendors collected by the Chamber, and alcohol sales revenues
collected for the Fall Festival event on October 28, 2017, for which said
services provided by the business and food booths at special event are
for the benefit of the residents of the City.
2. Organizational Responsibility. The Chamber agrees to continue to take
the lead in organizing and coordinating craft and food vendor participation
in the Fall Festival beyond what has been obtained by the Community
Services Department. This shall include vendor solicitation, city
application (craft and wares only), collection of alcohol sales, on-site
coordination of beer vendors at event, accounting and reporting of
revenues, alcohol sale needs such as: staffing, volunteers, ice for alcohol
vendors, generator for powering of any alcohol sale needs, (d6cor, etc.)
restroom and wash station reservation and costs, security guards for
every entrance/exit, tables, chair reservations and costs, fencing, and
event planning committees' attendance and participation, crowd manager
trainings (all scheduled). 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. Chamber will ensure all alcohol vendors will comply with
times for set up and inspection (City to provide vendor arrival times no
later than October 18th)
City agrees to take the lead in soliciting non-profit vendors, set up and
placement of vendors, excluding alcohol sales, provide Chamber with
vendor application for craft/wares and food, lighting and generator for
globe light only in alcohol garden. City shall take the lead in coordinating
crowd manager trainings, and committee meetings. City will coordinate
the arrival of inspectors from Environmental Health, Cal-Fire, and will
provide Deputies from Riverside County Sherriff Department for overall
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event safety and control (deputies will not be directly assigned to alcohol
garden).
3. Updates and Payments. The Chamber agrees to provide a statement
with detailed line items of all vendors obtained by the Chamber. City
shall pay Chamber the booth fees collected pursuant to Section I. B.1.i.
D. Term. This Agreement shall run alongside the Fall Festival event for FY
2017/18, and end on October 31, 2017.
II. Termination
This Agreement may be terminated with or without cause by either Party upon 10
days written notice. Any non-reimbursable monies expended in good faith by the
Chamber under this agreement shall be reimbursed by City to Chamber if City
terminates the agreement.
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
from Chamber's acts or omissions under 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.
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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: Ronald Bradley, Interim City Manager
To Chamber: Menifee Valley Chamber of Commerce
29863 New Hub Drive
Menifee, California 92586
Attn: Vicki Carpenter, Chairperson
Karla Gonzalez, Secretary
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.
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DocuSign Envelope ID:08D1B709-9063-49F6-99D7-99D977BDAC08
Dated: CITY OF MENIFEE, a municipal
corporation
By:
Ronald E. Bradley,
Interim City Manager
Attes
Sar h Manwa` n4FOR .
APPROV AS
Jeff r T elching,7C:itCU6 rn ey
Dated: l D 19l 2 017 MENIFEE VALLEY CHAMBER OF
COMMERCE, a California corporation
BCDocuSigned by:
U&i (aYp�In l 10/7/2017
ogo3 iokiK4 varpenter,
Chair
Doc}a�uSlgned by:
B 10/7/2017
y 7E1 4GonzaleZ,
Secretary
Attachment "A"
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DocuSign Envelope ID:08D1B709-9063-49F6-99D7-99D977BDAC08
Menifee Valley Chamber of Commerce is responsible for the following costs and
logistics relating to the Beer Garden at the Fall Festival event on Saturday, October
28, 2017:
• Fencing to enclose the Beer Garden
• Security Guards (ID checks, and activity related to the Beer Garden)
• Portable toilet and wash station inside Beer Garden
• Ice for Beer Vendors
• 1 generator—power ice if necessary
• Decorations for the fence in the Beer Garden and additional mood lighting as
needed
• Tables and chairs for guests/vendors in beer garden
• Cups and affiliated supplies that Beer Garden vendors will require
• Signage and branding for Chamber and Beer Garden Vendors
• Complete beer garden set up by 1:00pm per inspection guidelines from Cal-Fire
• Clean up of Beer Garden area to include removal of trash
City of Menifee is responsible for the following event logistics at the Fall Festival on
Saturday, October 28, 2017:
• Overall event coordination and supervision
• 1 generator to Chamber to power globe light in beer garden
• Scheduling and payment of Cal-Fire and Riverside County Sherriff personnel
• Coordination of Crowd Manager trainings
• Food/ware/non-profit booth layout and placement day of event
• Event set up and tear down
• All advertised event components
• City shall furnish a check to Chamber for revenues collected from ware/business
vendors on or after September 25, 2017
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