COOPERATION AGREEMENT BETWEEN THE
CITY OF PLACENTIA AND THE PLACENTIA
CHAMBER OF COMMERCE
This COOPERATION AGREEMENT ("Agreement") is dated November 7, 2023 and is entered into by and between the CITY OF PLACENTIA, a Charter City and municipal corporation (hereinafter referred to as "City"), and the PLACENTIA CHAMBER OF COMMERCE, a California non-profit corporation (hereinafter referred to as "Chamber").
1. Recitals.
This Agreement is entered into based upon the following facts, circumstances and understandings:
1. City owns that certain parcel of real property, located at 120 S. Bradford Avenue and the Chamber desires to lease a portion of the Property as expressly described in the Lease of Real Property Agreement dated November 7, 2023.
2. Chamber desires to continue to operate its business operations on the Property and in the leased Premises as described in Exhibit A.
3. Based on the foregoing facts, circumstances and understandings and on the terms and conditions set forth below, the City is willing to provide compensation for services provided within and subject to the terms and conditions of this Agreement.
4. All legal prerequisites to the making of this Agreement have occurred.
WHEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the facts, circumstances and understandings set forth above (which are incorporated into the body of this Agreement by this reference) and the terms and conditions set forth herein, the parties, intending to be legally bound, hereto agree as follows:
2. Business Operations
Standard business operating hours must be made visible to all visitors to ensure that Room #110 as depicted on Exhibit A of this Agreement will be used as a Visitor's Center for the public to purchase Placentia memorabilia items for sale with the official City seal and logo must be preapproved by the City of Placentia. Regular business hours for the Visitor's Center must be established and maintained for twenty (20) hours per calendar week.
Chamber shall have access to a designated City -provided mailbox for Chamber business use with the property address listed as 120 S. Bradford Avenue, Placentia, CA 92870.
3. Term; Extension Option
The term of this Agreement shall be for five (5) years, commencing on November 7, 2023, Chamber Cooperation Agreement Page 1 of 10
and ending on November 7, 2028.
Chamber can submit a request to extend the term of this Agreement for an additional five (5) years (the "Extension Term") by giving written notice of the extension request to the City at least two (2) months prior to the expiration of the initial five (5) year term. The City Council shall have the discretion to approve or deny the extension request. This Agreement may be terminated by either party, with or without cause, and without liability to either party, on sixty (60) days prior written notice to either party.
4. Compensation
Chamber shall receive compensation and shall perform the scope of services as fully described in Exhibit B of this Agreement. Services shall be provided under this Agreement at a flat rate of Twenty-five Thousand Dollars ($25,000) on an annual basis, starting on November 7`h of each year.
The compensation provided by the City shall not be used for political campaign activities of any type. No Funds paid by the City will in any way be used for political ads, campaign activities or campaign contributions.
To the extent that the goals established in this Agreement are met, payment for basic services shall be made in one equal payment per fiscal year. Upon execution of this Agreement an invoice for services proposed to be rendered will be due to the City within thirty (30) days following November, 7th of each fiscal year starting 2023.
5. Use
Chamber shall use the Compensation for professional purposes in connection with its Placentia Chamber of Commerce business operations and shall not use or permit the Compensation to be used for any other purpose without the prior written consent of City at its sole and absolute discretion which will not be withheld unless proven that this Agreement was violated.
6. Default
The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by Chamber:
A. A failure by Chamber to observe or perform any of the covenants, conditions or provisions of this Agreement to be observed or performed by, Chamber, where such failure shall continue for a period of thirty (30) days afterwritten notice thereof by City to Chamber; provided, however, that if the nature of the default involves such that more than thirty (30) days are reasonably required for its cure, then Chamber shall not be deemed to be in default if Chamber commences such cure within such thirty (30) day period and thereafter diligently prosecutes said cure to completion; and
B. The making by Chamber of any general assignment or general arrangement for the Chamber Cooperation Agreement Page 2 of 10
benefit of creditors; or the filing by or against Chamber of a petition to have Chamber adjudged a bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Chamber, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Chamber's assets located in or about the Premises or of Chamber's interest in this Agreement, where possession is not restored to Chamber within thirty (30) days; or the attachment, execution or otherjudicial seizure of substantially all of Chamber's interest in this Agreement, where such seizure is not discharged in thirty (30) days.
7. Offset Statement
Chamber shall from time to time, and not more than annually, upon not less than thirty (30) days prior written notice from City, execute, acknowledge, and deliver to City a statement in writing (a) certifying that this Agreement is unmodified and in full force and effect or, if modified, stating the nature of such modification and certifying that this Agreement, as so modified, is in full force and effect and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to Chamber's knowledge, any incurred defaults on the part of City hereunder, or specifying such defaults if any are claimed.
8. Assignment and Subletting
Chamber shall not assign or transfer this Agreement or any right hereunder to any other party without first obtaining the written consent of City. Any assignment or subletting without such prior written consent shall be void for all purposes and City may, at its option, declare a forfeiture of the same in any manner provided by law. Consent to any such assignment or subletting shall be at the City's sole and absolute discretion, and City is not required hereunder to consent to any such proposed assignment or subletting.
9. Attorneys' Fees
In the event that any action or proceeding is brought by either party to enforce any term or provision of this Agreement, the prevailing party shall recover its reasonable attorneys' fees, experts' costs, and all other costs of suit.
10. Indemnification
Chamber agrees that Chamber will defend, indemnify and hold City and their elected officials, officers, agents and employees free and harmless from all liabilities, claims, losses, damages, costs and expenses for damage to persons or property by reason of Chamber's negligence or Chamber's acts or those of Chamber's employees, agents, guests or invitees in connection with Chamber's operations.
11. Authority of Parties
Each individual executing this Agreement on behalf of Chamber represents and warrants that he or she is fully authorized to execute and deliver this Agreement on behalf of Chamber and that this Agreement is binding upon Chamber in accordance with terms.
Chamber Cooperation Agreement Page 3 of 10
12. Waiver
The waiver by City of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition, on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by City shall not be deemed to be a waiver of any preceding breach by Chamber of any term, covenant or condition of this Agreement, other than the failure of the Chamber to pay the particular rental so accepted, regardless of City's knowledge of such preceding breach at the time of the acceptance of such rent.
13. Time
Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor.
14. Inability to Perform
This Agreement and the obligations of Chamber hereunder shall not be affected or impaired because City is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, war, civil, insurrection, acts of God, or any other cause beyond the reasonable control of City.
This Agreement and the obligations of City hereunder shall not be affected or impaired because Chamber is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, war, civil, insurrection, acts of God, or any other cause beyond the reasonable control of Chamber.
15. Notices
Any notice required or permitted under the terms of this Agreement shall be deemed served when personally served on Chamber or City's City Clerk or when the same has been placed in the United States mail, postage prepaid and addressed as follows:
Chamber: Placentia Chamber of Commerce
120 S. Bradford Avenue
Placentia, CA 92870
Attention: President
City: City of Placentia
Attention: City Administrator
401 E. Chapman Avenue
Placentia, CA 92870
Chamber Cooperation Agreement Page 4 of 10
16. Execution by City Not a Waiver
Chamber understands and agrees that City, by entering into and executing this Agreement, shall not have waived any right, duty, privilege, obligation or authority vested in City to approve, disapprove or conditionally approve any application which Chamber may be required to make under any laws, rules, ordinances or regulations now or hereafter in effect which City may be empowered to apply, including, but not limited to, any use permit or approval whether similar in nature or not.
17. Entire Agreement
This Agreement contains the entire agreement between the parties with respect to the subject matter herein. No promise, representation, warranty, or covenant not included in this Agreement has been or is relied on by either party. Each party has relied on its own examination of this Agreement, the counsel of its own advisors, and the warranties, representations, and covenants in the Agreement itself.
18. No Partnership or Joint Venture; Private Undertaking It is understood and agreed by and between the parties hereto that the scope of work contemplated by this Agreement is a not intended to create a legal business relationship, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement.
WHEREFORE, the parties hereto have entered into the Agreement as of the date set forth below opposite the name of each signatory hereto.
CITY:
CITY OF PLACENTIA,
a political subdivision of the
State of California
Damien R. Arrula
City Administrator
CHAMBER:
PLACENTIA CHAMBER OF
COMMERCE, a California non
profit corporation
WaltY�rf6h(Pressi ent
Placentia Chamber of Commerce
Chamber Cooperation Agreement Page 5 of 10
Approved as to Form:
Christian Bettenhausen, City Attorney
Attest:
Robert S. McKinnell, City Clerk, City of Placentia
Chamber Cooperation Agreement Page 6 of 10
Chamber Cooperation Agreement
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EXHIBIT "B"
SCOPE OF SERVICES
1. Chamber must remain in good standing as defined in the context of AB 488 (which went effective January 1, 2023), and means that the platform charity, recipient charitable organization, or other charitable organization's tax-exempt status has not been revoked by the Internal Revenue Service (IRS), or the FTB, or is not prohibited from soliciting or operating in the state by the Attorney General (AG).
2. Respond to inquiries from the general public by providing information on a variety of subjects, including but not limited to, business and business opportunities, visitor and new resident information, particularly as those inquiries relate to business generation in the City. The objective is to handle all phone, walk-in, mail, and facsimile inquiries in an efficient and informative manner in the following classifications:
a. Phone calls requesting City and business information b. Walk-in's requesting general information
c. Mail and e-mail response
d. Brochures and pamphlets
Inquiries will be dealt with by Chamber staff on a daily basis and will be recorded in a daily log. Activity figures will be reported to the City as part of the Chamber's annual report. Manage, update, and maintain the Chamber website with full range of information, including links to the City website.
3. Display City and Chamber information. These materials shall include Membership Directory and City map.
4. Coordinate with the City a monthly and annual Calendar of City and Chamber Events.
Monitor all City and Chamber events to evaluate potential scheduling conflicts.
5. Display City marketing materials in the Visitors Center of events, entertainment, or activities for Old Town and other commercial areas with the assistance of the City and other business representatives.
6. Explore potential of developing more projects to promote and market Placentia.
7. Provide outreach efforts with other commercial centers with the goal of developing joint marketing and advertising campaigns and visitors' information materials.
8. Purchase and maintain a stock of Placentia Chamber merchandise and souvenirs for sale to the general public with all proceeds going to the Chamber.
9. Facilitate and coordinate meetings with City officials and merchants on matters of business Chamber Cooperation Agreement Page 8 of 10
interest or concern: with a view to encourage creative and cooperative dialogue leading to potential solutions to business and economic development issues.
10. Assist in the development and distribution of mutually beneficial materials relating to the City and Chamber projects, and work with the City to disseminate this information.
11. Work with the Placentia Police Department to assist with business crime and safety welfare issues. Meet with the Chief of Police as needed to discuss retail areas that may be experiencing crime issues.
12. Submit an annual report, which shall be due to the City by November of each year, which includes an accurate and complete record of the number and nature of public inquiries and progress on other goals and business support services required in this Agreement and conducted the preceding year. Present the annual report to the City Council on an agreed upon meeting date. In addition, the Chamber shall occasionally brief the City Council on other areas of mutual interest. In addition, a Chamber representative shall be made available to attend any City Council meeting at the request of City staff on areas pertaining to business. City representative shall be made available to attend monthly Chamber board of director meetings.
13. A list of new business licenses will be provided to the Chamber on a monthly basis. A. complete list of business licenses will be provided annually year, by the end of November.
The Chamber will make available to provide these new businesses with a "Welcome Package" containing information from both City and the Chamber. The "Welcome Package" shall be made in consultation with the City and updated on an as needed basis.
14. Chamber shall work productively with the City to examine potential partnerships that would improve the vibrancy and economic development potential of the Old Town and all other unique Placentia destination areas as defined by both Parties.
15. At a time convenient to both the City and the Chamber, a representative from each will conduct visitations to certain businesses within the City of Placentia. The businesses will be selected from the top -tier sales tax generators and other influential or unique businesses within the community with a goal of visiting a business every quarter. The object of these visitations will be to promote Placentia as a strong business community as well as an excellent place to do business and to enhance goodwill between the City, the Chamber and business owners.
16. The Chamber also agrees to provide assistance in the implementation of the continuing Economic Development Strategic Plan as a means to attract and retain business.
Citv/Public/Chamber Benefits
1. In consideration for this Agreement, during the term of this Agreement (and the Extension Term, if any):
Chamber Cooperation Agreement Page 9 of 10
a) Chamber shall provide two (2) tables (free of charge) to the annual "State of the City" event;
b) Chamber shall provide one (1) table/booth at the "Taste of Placentia" for City to promote resources and community programs;
c) The City shall have the right to list events and programs in Chamber's electronic newsletters at no cost when space permits;
d) Chamber's website will include a link to the City website, on the menu bar programs as well as including community events on the website's monthly calendar;
e) The logo of the City of Placentia will be prominently displayed on the Chamber's website homepage (free of charge);
f) The logo of the City of Placentia shall be prominently displayed in the Chamber's weekly electronic newsletters;
g) Chamber to provide City with membership.
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