ANNUAL FINANCIAL REVIEW. Beginning in fiscal year 2011-2012, and continuing annually thereafter, there shall be a financial review of CONTRACTOR to be completed by a qualified outside agency. A final report of said review shall be provided to the County within a reasonable amount of time. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. [END OF GENERAL TERMS AND CONDITIONS] CONTRACTOR shall provide the following services: 1. CONTRACTOR shall cooperate with the Mendocino County Lodging Association, Xxxxxxxx of Commerce visitor services locations, the Arts Council of Mendocino County, Visit Mendocino County, Inc., restaurants and other promotional organizations within the County to provide the services, activities and programs to promote tourism and the marketing of the County and related products, including scenic, recreational, cultural, viticulture and other attractions. Such cooperation shall include, but is not limited to, assisting Visit Mendocino County, Inc (VMC) in the development of their annual marketing plan and the implementation of activities as outlined in the Marketing Plan, which is attached hereto as Exhibit D. 2. CONTRACTOR shall be solely responsible for the timely maintenance of any and all visit Mendocino County “Gateway Signs” to be erected along major highways in the COUNTY. Maintenance shall include, but not be limited to, repair, graffiti removal, clearing brush which impedes visibility, and removal or restoration as appropriate. 3. COUNTY approves CONTRACTOR’s use of VMC as a subcontractor. 4. In accordance with Paragraph 33, CONTRACTOR shall annually have completed a financial review by a qualified outside agency. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. Additionally, Visit Mendocino County, Inc. shall be required to have an annual audit completed by a qualified outside agency. Final reports of said review and/or audit(s) shall be provided to the County within a reasonable amount of time. [END OF DEFINITION OF SERVICES] CONTRACTOR and COUNTY agree to the following disbursement formula and schedule during the term of this Agreement, provided CONTRACTOR fully complies with all the terms and conditions set forth in this Agreement, and: 1. The total amount of all payments to be paid are subject to meeting but not exceeding the matching fund requirement pursuant to Sections 5.140.240, 5.140.250, and 5.140.260 of the Mendocino County Code relative to the matching funds formula for the Mendocino County Lodging Business Improvement District (the “Matching Fund Requirement”). 2. The payment schedule is as follows: a. An advance of One Hundred Thousand Dollars ($100,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for April through June. b. An amount pursuant to the Matching Fund Requirement but not to exceed One Hundred Thousand Dollars ($100,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for July through September. c. An amount pursuant to the Matching Fund Requirement but not to exceed Eighty Thousand Dollars ($80,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for October through December d. An amount pursuant to the Matching Fund Requirement, to be determined as of August 1 for the preceding fiscal year, will be calculated upon receipt of an invoice from CONTRACTOR. If the Matching Fund Requirement determines a balance is due to CONTRACTOR, this balance will be transferred to CONTRACTOR within 15 days. If the Matching Fund Requirement determines that a refund is due to COUNTY, the COUNTY shall notify the CONTRACTOR pursuant to this agreement and CONTRACTOR agrees to pay the refund in full within 30 days of notification. [END OF PAYMENT TERMS] Insurance coverage in a minimum amount set forth herein shall not be construed to relieve CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY from taking such other action as is available to it under any other provisions of this Agreement or otherwise in law. XXXXXXXXXX agrees to indemnify and hold harmless COUNTY, its elected or appointed officials, employees or volunteers against any claims, actions, or demands against them, or any of them, and against any damages, liabilities or expenses, including costs of defense and attorney’s fees, for personal injury or death, or for the loss or damage to the property, or any or all of them, to the extent arising out of the performance of this Agreement by CONTRACTOR. CONTRACTOR affirms that s/he is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for the Workers’ Compensation or to undertake self insurance in accordance with the provisions of the Code and CONTRACTOR further assures that s/he will comply with such provisions before commencing the performance of work under this Agreement. CONTRACTOR shall furnish to COUNTY certificate(s) of insurance evidencing Worker’s Compensation Insurance coverage to cover its employees, and CONTRACTOR shall require all subcontractors similarly to provide Workers’ Compensation Insurance as required by the Labor Code of the State of California for all of CONTRACTOR’S and subcontractors’ employees. CONTRACTOR shall furnish to COUNTY certificates of insurance with Automobile Liability/General Liability Endorsements evidencing at a minimum the following: a. Combined single limit bodily injury liability and property damage liability - $1,000,000 each occurrence. b. Vehicle / Bodily Injury combined single limit vehicle bodily injury and property damage liability - $500,000 each occurrence.
Appears in 1 contract
Samples: Standard Services Agreement
ANNUAL FINANCIAL REVIEW. Beginning in fiscal year 2011-2012, and continuing annually thereafter, there shall be a financial review of CONTRACTOR to be completed by a qualified outside agency. A final report of said review shall be provided to the County within a reasonable amount of time. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. [END OF GENERAL TERMS AND CONDITIONS] CONTRACTOR shall provide the following services:
1. CONTRACTOR Contractor shall cooperate with County and County staff in the performance of all work hereunder.
2. Contractor will provide and fund projects, programs and activities that benefit lodging establishments within the District. This includes the promotion of Mendocino County as an overnight tourism destination, the branding of Mendocino County as a destination, the provision for direct visitor services, and securing the assistance of various partnerships in these endeavors. Assessment funds shall be used exclusively for the foregoing purpose.
3. Contractor shall cooperate with the Mendocino County Lodging Association, Xxxxxxxx of Commerce visitor services locationsPromotional Alliance and its member associations and to the extent reasonably possible, the Arts Council of Mendocino CountyWine Grape and Wine Commission, Visit Mendocino County, Inc., restaurants and other promotional organizations within the County to provide the services, activities and programs to promote tourism and the marketing of the County District and related products, including the scenic, recreational, cultural, viticulture and other attractionsattractions in the District. Such cooperation shall include, but is not limited to, assisting active participation in Visit Mendocino County, Inc (VMC) Inc., and assisting in the development of their annual marketing plan and the implementation of activities as outlined the countywide marketing plan.
4. Contractor shall assist the Advisory Board in the Marketing Planperformance of its responsibilities under the Parking and Business Improvement District Law of 1989 (Sections 36500 through 36551, as amended of the California Streets and Highways Code, hereinafter the “Law”) including but not limited to,
a. Preparation of an annual work plan by thirty (30) days following CONTRACTOR’s annual meeting in September, to be submitted and approved by the County Chief Executive Officer who shall then convene the Advisory Board pursuant to the Ordinance.
b. Assisting the County Executive Office and paying for the costs of convening of meetings of the Advisory Board, including attendance at Advisory Board meetings and preparing any reports and gathering information that the County Executive Office determines necessary and appropriate to support the Advisory Board in the performance of its responsibilities under the Law.
c. Preparation of recommendations as instructed by the Chief Executive Officer or his/her designee to assist the Advisory Board in making recommendations to the Board of Supervisors regarding the expenditure of Assessment funds, the classifications of businesses, and the method and basis of levying the assessment, in accordance with Section 36530 of the Law.
d. Preparation of the Annual Report required by Section 36533 of the Law, which is attached hereto as Exhibit D.shall include any recommended changes to boundaries, the improvements and activities to be provided for that fiscal year, an estimate of cost for providing the improvements and activities, the method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his/her business for that fiscal year, the amount of any surplus or deficit revenues to be carried over from a previous fiscal year, and the amount of any contributions to be made from sources other than assessments.
2e. Pursuant to Paragraph 33, in addition to meeting statutory requirements, this Report shall include any information regarding the board activities of MCLA, MCPA, and VMC that were deemed by its members to be positive or negative outcomes of actions taken by those boards in the preceding year.
f. Hosting and organizing at least one annual meeting between the Advisory Board and Contractor who shall also invite the Mendocino County Promotional Alliance and Visit Mendocino County, Inc.
g. Within one hundred and twenty (120) days preceding the fiscal year for which assessments are to be levied, Contractor shall submit to the County Executive Office, for action by the Mendocino County Board of Supervisors, the information required by Sections 36533-36542 of the Law pertaining to the continuance of the District and the levy of Assessments for the following fiscal year. CONTRACTOR Contractor shall be solely have full responsibility for preparing the information and cost estimates required for continuation of the District and the levying and collection of the Assessments, including non-County legal assistance.
5. In accordance with Paragraph 27 Contractor may retain subcontractors to deliver the services herein, however Contractor shall remain fully responsible for compliance by its contractors with all the timely maintenance terms of this Agreement, regardless of the terms of any agreement between the Contractor and all visit Mendocino County “Gateway Signs” to be erected along major highways in the COUNTY. Maintenance shall include, but not be limited to, repair, graffiti removal, clearing brush which impedes visibility, and removal or restoration as appropriate.
3its subcontractor. COUNTY approves CONTRACTOR’s use of VMC Visit Mendocino County, Inc. as a subcontractor.
46. Pursuant to Mendocino County Code, and Paragraph 32 (“BID ADVISORY BOARD”) of this contract, Contractor shall prepare a list of nominees for the Advisory Board and submit the list to the County Executive Office in a letter of recommendation by August 20 of each year. CONTRACTOR shall strive to provide at least two (2) Advisory Board nominees for every one (1) open seat on the Board. Additionally, CONTRACTOR shall provide the Executive Office names of all nominees to the BID Advisory Board, including those who have only received a nomination and second from CONTRACTOR’s Board of Directors.
7. Contractor will assume the responsibility of being the County of Mendocino’s representative for the North Coast Tourism Council and is responsible for determining an annual financial commitment to participate in the North Coast Tourism Council to benefit the District.
8. Contractor shall actively solicit at least one private sector representative to serve on the Mendocino County Workforce Investment Board, and should provide the Executive Office with a letter of recommendation for any interested persons.
9. Contractor shall develop and maintain financial records related to receipt and/or expenditure of all funds received from County.
10. Contractor agrees to prepare a quarterly report of actual expenditures and program accomplishments for each calendar quarter and shall deliver the quarterly report to the County Chief Executive Officer within a reasonable amount of time.
11. Contractor will provide and fund such additional projects, programs and activities to promote tourism in Mendocino County as may be made possible through other non-Assessment funding sources. These other funds must be accounted for separately from Assessment funds.
12. In accordance with Paragraph 3334, CONTRACTOR shall annually have completed a financial review by a qualified outside agency. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. Additionally, Visit Mendocino County, Inc. shall be required to have an annual audit completed by a qualified outside agency. Final reports of said review and/or audit(s) shall be provided to the County within a reasonable amount of time. [END OF DEFINITION OF SERVICES] CONTRACTOR and ]
1. COUNTY agree shall transfer to Contractor all assessments within thirty (30) days following collection of the assessment, subject to the following disbursement formula and schedule during terms. Assessment calculations shall be made through the term last day of this Agreement, provided CONTRACTOR fully complies with all the terms and conditions set forth in this Agreement, and:
1. The total amount of all payments to be paid are subject to meeting but not exceeding the matching fund requirement pursuant to Sections 5.140.240, 5.140.250each month, and 5.140.260 of the Mendocino County Code relative to the matching funds formula for the Mendocino County Lodging Business Improvement District (the “Matching Fund Requirement”).
2. The payment schedule is as follows:
a. An advance of One Hundred Thousand Dollars ($100,000) all assessments shall be transferred to CONTRACTOR within 15 days of receiving an invoice CONTRACTOR. Allowable administrative and quarterly report from MCPA or its subcontractor, for April through June.
b. An amount pursuant to the Matching Fund Requirement but not to exceed One Hundred Thousand Dollars ($100,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for July through September.
c. An amount pursuant to the Matching Fund Requirement but not to exceed Eighty Thousand Dollars ($80,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for October through December
d. An amount pursuant to the Matching Fund Requirement, to enforcement fees shall be determined calculated by COUNTY as of August 1 for the preceding fiscal year, will be calculated upon receipt of an invoice from CONTRACTOR. If the Matching Fund Requirement determines a balance is due to CONTRACTOR, this balance will be transferred to CONTRACTOR within 15 days. If the Matching Fund Requirement determines that a refund is due to COUNTY, the The COUNTY shall notify be fully reimbursed for these fees prior to the CONTRACTOR pursuant transfer of any additional assessments to this agreement and CONTRACTOR agrees to pay Contractor. Payments shall include a total balance of the refund in full within 30 days of notificationBID Assessment account string. [END OF PAYMENT TERMS] Insurance coverage in a minimum amount set forth herein shall not be construed to relieve CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY from taking such other action as is available to it under any other provisions of this Agreement or otherwise in law. XXXXXXXXXX CONTRACTOR agrees to indemnify and hold harmless COUNTY, its elected or appointed officials, employees or volunteers against any claims, actions, or demands against them, or any of them, and against any damages, liabilities or expenses, including costs of defense and attorney’s fees, for personal injury or death, or for the loss or damage to the property, or any or all of them, to the extent arising out of the performance of this Agreement by CONTRACTOR. CONTRACTOR affirms that s/he is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for the Workers’ Compensation or to undertake self insurance in accordance with the provisions of the Code and CONTRACTOR further assures that s/he will comply with such provisions before commencing the performance of work under this Agreement. CONTRACTOR shall furnish to COUNTY certificate(s) of insurance evidencing Worker’s Compensation Insurance coverage to cover its employees, and CONTRACTOR shall require all subcontractors similarly to provide Workers’ Compensation Insurance as required by the Labor Code of the State of California for all of CONTRACTOR’S and subcontractors’ employees. CONTRACTOR shall furnish to COUNTY certificates of insurance with Automobile Liability/General Liability Endorsements evidencing at a minimum the following:
a. Combined single limit bodily injury liability and property damage liability - $1,000,000 each occurrence.
b. Vehicle / Bodily Injury combined single limit vehicle bodily injury and property damage liability - $500,000 each occurrence.
Appears in 1 contract
Samples: Standard Services Agreement
ANNUAL FINANCIAL REVIEW. Beginning in fiscal year 2011-2012, and continuing annually thereafter, Annually there shall be a financial review of CONTRACTOR to be completed by a qualified outside agency. A final report of said review shall be provided to the County within a reasonable amount of time. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. [END OF GENERAL TERMS AND CONDITIONS] CONTRACTOR shall provide the following services:
1. CONTRACTOR Contractor shall cooperate with County and County staff in the performance of all work hereunder.
2. Contractor will provide and fund projects, programs and activities that benefit lodging establishments within the District. This includes the promotion of Mendocino County as an overnight tourism destination, the branding of Mendocino County as a destination, the provision for direct visitor services, and securing the assistance of various partnerships in these endeavors. Assessment funds shall be used exclusively for the foregoing purpose.
3. Contractor shall cooperate with the Mendocino County Lodging AssociationPromotional Alliance and its member associations and to the extent reasonably possible, Xxxxxxxx of Commerce visitor services locationsMendocino Winegrowers, the Arts Council of Mendocino CountyInc, Visit Mendocino County, Inc., restaurants and other promotional organizations within the County to provide the services, activities and programs to promote tourism and the marketing of the County District and related products, including the scenic, recreational, cultural, viticulture and other attractionsattractions in the District. Such cooperation shall include, but is not limited to, assisting active participation in Visit Mendocino County, Inc (VMC) Inc., and assisting in the development of their annual marketing plan and the implementation of activities as outlined the countywide marketing plan.
4. Contractor shall assist the Advisory Board in the Marketing Planperformance of its responsibilities under the Parking and Business Improvement District Law of 1989 (Sections 36500 through 36551, as amended of the California Streets and Highways Code, hereinafter the “Law”) including but not limited to,
a. Preparation of an annual work plan by thirty (30) days following CONTRACTOR’s annual meeting in September, to be submitted and approved by the County Chief Executive Officer who shall then convene the Advisory Board pursuant to the Ordinance.
b. Assisting the County Executive Office and paying for the costs of convening of meetings of the Advisory Board, including attendance at Advisory Board meetings and preparing any reports and gathering information that the County Executive Office determines necessary and appropriate to support the Advisory Board in the performance of its responsibilities under the Law.
c. Preparation of recommendations as instructed by the Chief Executive Officer or his/her designee to assist the Advisory Board in making recommendations to the Board of Supervisors regarding the expenditure of Assessment funds, the classifications of businesses, and the method and basis of levying the assessment, in accordance with Section 36530 of the Law.
d. Preparation of the Annual Report required by Section 36533 of the Law, which is attached hereto as Exhibit D.shall include any recommended changes to boundaries, the improvements and activities to be provided for that fiscal year, an estimate of cost for providing the improvements and activities, the method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his/her business for that fiscal year, the amount of any surplus or deficit revenues to be carried over from a previous fiscal year, and the amount of any contributions to be made from sources other than assessments.
2e. Pursuant to Paragraph 33, in addition to meeting statutory requirements, this Report shall include any information regarding the board activities of MCLA, MCPA, and VMC that were deemed by its members to be positive or negative outcomes of actions taken by those boards in the preceding year.
f. Hosting and organizing at least one annual meeting between the Advisory Board and Contractor who shall also invite the Mendocino County Promotional Alliance and Visit Mendocino County, Inc.
g. Within one hundred and twenty (120) days preceding the fiscal year for which assessments are to be levied, Contractor shall submit to the County Executive Office, for action by the Mendocino County Board of Supervisors, the information required by Sections 36533-36542 of the Law pertaining to the continuance of the District and the levy of Assessments for the following fiscal year. CONTRACTOR Contractor shall be solely have full responsibility for preparing the information and cost estimates required for continuation of the District and the levying and collection of the Assessments, including non-County legal assistance.
5. In accordance with Paragraph 27 Contractor may retain subcontractors to deliver the services herein, however Contractor shall remain fully responsible for compliance by its contractors with all the timely maintenance terms of this Agreement, regardless of the terms of any agreement between the Contractor and all visit Mendocino County “Gateway Signs” to be erected along major highways in the COUNTY. Maintenance shall include, but not be limited to, repair, graffiti removal, clearing brush which impedes visibility, and removal or restoration as appropriate.
3its subcontractor. COUNTY approves CONTRACTOR’s use of VMC Visit Mendocino County, Inc. as a subcontractor.
46. Pursuant to Mendocino County Code, and Paragraph 32 (“BID ADVISORY BOARD”) of this contract, Contractor shall prepare a list of nominees for the Advisory Board and submit the list to the County Executive Office in a letter of recommendation by August 20 of each year. CONTRACTOR shall strive to provide at least two (2) Advisory Board nominees for every one (1) open seat on the Board. Additionally, CONTRACTOR shall provide the Executive Office names of all nominees to the BID Advisory Board, including those who have only received a nomination and second from CONTRACTOR’s Board of Directors.
7. Contractor will assume the responsibility of being the County of Mendocino’s representative for the North Coast Tourism Council and is responsible for determining an annual financial commitment to participate in the North Coast Tourism Council to benefit the District.
8. Contractor shall actively solicit at least one private sector representative to serve on the Mendocino County Workforce Investment Board, and should provide the Executive Office with a letter of recommendation for any interested persons.
9. Contractor shall develop and maintain financial records related to receipt and/or expenditure of all funds received from County.
10. Contractor agrees to prepare a quarterly report of actual expenditures and program accomplishments for each calendar quarter and shall deliver the quarterly report to the County Chief Executive Officer within a reasonable amount of time.
11. Contractor will provide and fund such additional projects, programs and activities to promote tourism in Mendocino County as may be made possible through other non-Assessment funding sources. These other funds must be accounted for separately from Assessment funds.
12. In accordance with Paragraph 3334, CONTRACTOR shall annually have completed a financial review by a qualified outside agency. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. Additionally, Visit Mendocino County, Inc. shall be required to have an annual audit completed by a qualified outside agency. Final reports of said review and/or audit(s) shall be provided to the County within a reasonable amount of time. [END OF DEFINITION OF SERVICES] CONTRACTOR and ]
1. COUNTY agree shall transfer to Contractor all assessments within thirty (30) days following collection of the assessment, subject to the following disbursement formula and schedule during terms. Assessment calculations shall be made through the term last day of this Agreement, provided CONTRACTOR fully complies with all the terms and conditions set forth in this Agreement, and:
1. The total amount of all payments to be paid are subject to meeting but not exceeding the matching fund requirement pursuant to Sections 5.140.240, 5.140.250each month, and 5.140.260 of the Mendocino County Code relative to the matching funds formula for the Mendocino County Lodging Business Improvement District (the “Matching Fund Requirement”).
2. The payment schedule is as follows:
a. An advance of One Hundred Thousand Dollars ($100,000) all assessments shall be transferred to CONTRACTOR within 15 days of receiving an invoice CONTRACTOR. Allowable administrative and quarterly report from MCPA or its subcontractor, for April through June.
b. An amount pursuant to the Matching Fund Requirement but not to exceed One Hundred Thousand Dollars ($100,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for July through September.
c. An amount pursuant to the Matching Fund Requirement but not to exceed Eighty Thousand Dollars ($80,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for October through December
d. An amount pursuant to the Matching Fund Requirement, to enforcement fees shall be determined calculated by COUNTY as of August 1 for the preceding fiscal year, will be calculated upon receipt of an invoice from CONTRACTOR. If the Matching Fund Requirement determines a balance is due to CONTRACTOR, this balance will be transferred to CONTRACTOR within 15 days. If the Matching Fund Requirement determines that a refund is due to COUNTY, the The COUNTY shall notify be fully reimbursed for these fees prior to the CONTRACTOR pursuant transfer of any additional assessments to this agreement and CONTRACTOR agrees to pay Contractor. Payments shall include a total balance of the refund in full within 30 days of notificationBID Assessment account string. [END OF PAYMENT TERMS] Insurance coverage in a minimum amount set forth herein shall not be construed to relieve CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY from taking such other action as is available to it under any other provisions of this Agreement or otherwise in law. XXXXXXXXXX CONTRACTOR agrees to indemnify and hold harmless COUNTY, its elected or appointed officials, employees or volunteers against any claims, actions, or demands against them, or any of them, and against any damages, liabilities or expenses, including costs of defense and attorney’s fees, for personal injury or death, or for the loss or damage to the property, or any or all of them, to the extent arising out of the performance of this Agreement by CONTRACTOR. CONTRACTOR affirms that s/he is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for the Workers’ Compensation or to undertake self insurance in accordance with the provisions of the Code and CONTRACTOR further assures that s/he will comply with such provisions before commencing the performance of work under this Agreement. CONTRACTOR shall furnish to COUNTY certificate(s) of insurance evidencing Worker’s Compensation Insurance coverage to cover its employees, and CONTRACTOR shall require all subcontractors similarly to provide Workers’ Compensation Insurance as required by the Labor Code of the State of California for all of CONTRACTOR’S and subcontractors’ employees. CONTRACTOR shall furnish to COUNTY certificates of insurance with Automobile Liability/General Liability Endorsements evidencing at a minimum the following:
a. Combined single limit bodily injury liability and property damage liability - $1,000,000 each occurrence.
b. Vehicle / Bodily Injury combined single limit vehicle bodily injury and property damage liability - $500,000 each occurrence.
Appears in 1 contract
Samples: Standard Services Agreement
ANNUAL FINANCIAL REVIEW. Beginning in fiscal year 2011-2012, and continuing annually thereafter, there shall be a financial review of CONTRACTOR to be completed by a qualified outside agency. A final report of said review shall be provided to the County within a reasonable amount of time. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. [END OF GENERAL TERMS AND CONDITIONS] DEFINITION OF SERVICES CONTRACTOR shall provide the following services:
1. CONTRACTOR Contractor shall cooperate with County and County staff in the performance of all work hereunder.
2. Contractor will provide and fund projects, programs and activities that benefit lodging establishments within the District. This includes the promotion of Mendocino County as an overnight tourism destination, the branding of Mendocino County as a destination, the provision for direct visitor services, and securing the assistance of various partnerships in these endeavors. Assessment funds shall be used exclusively for the foregoing purpose.
3. Contractor shall cooperate with the Mendocino County Lodging Association, Xxxxxxxx of Commerce visitor services locationsPromotional Alliance and its member associations and to the extent reasonably possible, the Arts Council of Mendocino CountyWine Grape and Wine Commission, Visit Mendocino County, Inc., restaurants and other promotional organizations within the County to provide the services, activities and programs to promote tourism and the marketing of the County District and related products, including the scenic, recreational, cultural, viticulture and other attractionsattractions in the District. Such cooperation shall include, but is not limited to, assisting active participation in Visit Mendocino County, Inc (VMC) Inc., and assisting in the development of their annual marketing plan and the implementation of activities as outlined the countywide marketing plan.
4. Contractor shall assist the Advisory Board in the Marketing Planperformance of its responsibilities under the Parking and Business Improvement District Law of 1989 (Sections 36500 through 36551, as amended of the California Streets and Highways Code, hereinafter the “Law”) including but not limited to,
a. Preparation of an annual work plan by thirty (30) days following CONTRACTOR’s annual meeting in September, to be submitted and approved by the County Chief Executive Officer who shall then convene the Advisory Board pursuant to the Ordinance.
b. Assisting the County Executive Office and paying for the costs of convening of meetings of the Advisory Board, including attendance at Advisory Board meetings and preparing any reports and gathering information that the County Executive Office determines necessary and appropriate to support the Advisory Board in the performance of its responsibilities under the Law.
c. Preparation of recommendations as instructed by the Chief Executive Officer or his/her designee to assist the Advisory Board in making recommendations to the Board of Supervisors regarding the expenditure of Assessment funds, the classifications of businesses, and the method and basis of levying the assessment, in accordance with Section 36530 of the Law.
d. Preparation of the Annual Report required by Section 36533 of the Law, which is attached hereto as Exhibit D.shall include any recommended changes to boundaries, the improvements and activities to be provided for that fiscal year, an estimate of cost for providing the improvements and activities, the method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his/her business for that fiscal year, the amount of any surplus or deficit revenues to be carried over from a previous fiscal year, and the amount of any contributions to be made from sources other than assessments.
2e. Pursuant to Paragraph 33, in addition to meeting statutory requirements, this Report shall include any information regarding the board activities of MCLA, MCPA, and VMC that were deemed by its members to be positive or negative outcomes of actions taken by those boards in the preceding year.
f. Hosting and organizing at least one annual meeting between the Advisory Board and Contractor who shall also invite the Mendocino County Promotional Alliance and Visit Mendocino County, Inc.
g. Within one hundred and twenty (120) days preceding the fiscal year for which assessments are to be levied, Contractor shall submit to the County Executive Office, for action by the Mendocino County Board of Supervisors, the information required by Sections 36533-36542 of the Law pertaining to the continuance of the District and the levy of Assessments for the following fiscal year. CONTRACTOR Contractor shall be solely have full responsibility for preparing the information and cost estimates required for continuation of the District and the levying and collection of the Assessments, including non-County legal assistance.
5. In accordance with Paragraph 27 Contractor may retain subcontractors to deliver the services herein, however Contractor shall remain fully responsible for compliance by its contractors with all the timely maintenance terms of this Agreement, regardless of the terms of any agreement between the Contractor and all visit Mendocino County “Gateway Signs” to be erected along major highways in the COUNTY. Maintenance shall include, but not be limited to, repair, graffiti removal, clearing brush which impedes visibility, and removal or restoration as appropriate.
3its subcontractor. COUNTY approves CONTRACTOR’s use of VMC Visit Mendocino County, Inc. as a subcontractor.
46. Pursuant to Mendocino County Code, and Paragraph 32 (“BID ADVISORY BOARD”) of this contract, Contractor shall prepare a list of nominees for the Advisory Board and submit the list to the County Executive Office in a letter of recommendation by August 20 of each year. CONTRACTOR shall strive to provide at least two (2) Advisory Board nominees for every one (1) open seat on the Board. Additionally, CONTRACTOR shall provide the Executive Office names of all nominees to the BID Advisory Board, including those who have only received a nomination and second from CONTRACTOR’s Board of Directors.
7. Contractor will assume the responsibility of being the County of Mendocino’s representative for the North Coast Tourism Council and is responsible for determining an annual financial commitment to participate in the North Coast Tourism Council to benefit the District.
8. Contractor shall actively solicit at least one private sector representative to serve on the Mendocino County Workforce Investment Board, and should provide the Executive Office with a letter of recommendation for any interested persons.
9. Contractor shall develop and maintain financial records related to receipt and/or expenditure of all funds received from County.
10. Contractor agrees to prepare a quarterly report of actual expenditures and program accomplishments for each calendar quarter and shall deliver the quarterly report to the County Chief Executive Officer within a reasonable amount of time.
11. Contractor will provide and fund such additional projects, programs and activities to promote tourism in Mendocino County as may be made possible through other non-Assessment funding sources. These other funds must be accounted for separately from Assessment funds.
12. In accordance with Paragraph 3334, CONTRACTOR shall annually have completed a financial review by a qualified outside agency. A full financial audit of CONTRACTOR shall be required for any year in which said financial review indicates irregularity. Additionally, Visit Mendocino County, Inc. shall be required to have an annual audit completed by a qualified outside agency. Final reports of said review and/or audit(s) shall be provided to the County within a reasonable amount of time. [END OF DEFINITION OF SERVICES] CONTRACTOR and ]
1. COUNTY agree shall transfer to Contractor all assessments within thirty (30) days following collection of the assessment, subject to the following disbursement formula and schedule during terms. Assessment calculations shall be made through the term last day of this Agreement, provided CONTRACTOR fully complies with all the terms and conditions set forth in this Agreement, and:
1. The total amount of all payments to be paid are subject to meeting but not exceeding the matching fund requirement pursuant to Sections 5.140.240, 5.140.250each month, and 5.140.260 of the Mendocino County Code relative to the matching funds formula for the Mendocino County Lodging Business Improvement District (the “Matching Fund Requirement”).
2. The payment schedule is as follows:
a. An advance of One Hundred Thousand Dollars ($100,000) all assessments shall be transferred to CONTRACTOR within 15 days of receiving an invoice CONTRACTOR. Allowable administrative and quarterly report from MCPA or its subcontractor, for April through June.
b. An amount pursuant to the Matching Fund Requirement but not to exceed One Hundred Thousand Dollars ($100,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for July through September.
c. An amount pursuant to the Matching Fund Requirement but not to exceed Eighty Thousand Dollars ($80,000) transferred to CONTRACTOR within 15 days of receiving an invoice and quarterly report from MCPA or its subcontractor, for October through December
d. An amount pursuant to the Matching Fund Requirement, to enforcement fees shall be determined calculated by COUNTY as of August 1 for the preceding fiscal year, will be calculated upon receipt of an invoice from CONTRACTOR. If the Matching Fund Requirement determines a balance is due to CONTRACTOR, this balance will be transferred to CONTRACTOR within 15 days. If the Matching Fund Requirement determines that a refund is due to COUNTY, the The COUNTY shall notify be fully reimbursed for these fees prior to the CONTRACTOR pursuant transfer of any additional assessments to this agreement and CONTRACTOR agrees to pay Contractor. Payments shall include a total balance of the refund in full within 30 days of notificationBID Assessment account string. [END OF PAYMENT TERMS] Insurance coverage in a minimum amount set forth herein shall not be construed to relieve CONTRACTOR for liability in excess of such coverage, nor shall it preclude COUNTY from taking such other action as is available to it under any other provisions of this Agreement or otherwise in law. XXXXXXXXXX CONTRACTOR agrees to indemnify and hold harmless COUNTY, its elected or appointed officials, employees or volunteers against any claims, actions, or demands against them, or any of them, and against any damages, liabilities or expenses, including costs of defense and attorney’s fees, for personal injury or death, or for the loss or damage to the property, or any or all of them, to the extent arising out of the performance of this Agreement by CONTRACTOR. CONTRACTOR affirms that s/he is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for the Workers’ Compensation or to undertake self insurance in accordance with the provisions of the Code and CONTRACTOR further assures that s/he will comply with such provisions before commencing the performance of work under this Agreement. CONTRACTOR shall furnish to COUNTY certificate(s) of insurance evidencing Worker’s Compensation Insurance coverage to cover its employees, and CONTRACTOR shall require all subcontractors similarly to provide Workers’ Compensation Insurance as required by the Labor Code of the State of California for all of CONTRACTOR’S and subcontractors’ employees. CONTRACTOR shall furnish to COUNTY certificates of insurance with Automobile Liability/General Liability Endorsements evidencing at a minimum the following:
a. Combined single limit bodily injury liability and property damage liability - $1,000,000 each occurrence.
b. Vehicle / Bodily Injury combined single limit vehicle bodily injury and property damage liability - $500,000 each occurrence.
Appears in 1 contract
Samples: Standard Services Agreement
