2007 RES R-139-07 -Agreement between City and the Chamber of Commerce

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or before October 31, January 31, April 30 and July 31. The Quarterly Report form is attached as Exhibit A. The City may, in its sole and absolute discretion, approve or deny payment of compensation to the Chamber (as described herein) on the basis of the Quarterly Report. 4.2 Monthly Report. In addition to the Quarterly Reports described in Section 4. 1, at the end of each month, beginning with the first full month after the approval of this Agreement by both the City Council and Board of Directors for the Chamber of Commerce and every month thereafter, the Chamber shall submit to the City a written report ("Monthly Report") regarding the status and progress of the Services. The Monthly Report form is included as Exhibit B and will include a summary of the economic development activities performed and planned in connection with this Agreement. 4.3 Accounting Records. The Chamber shall maintain complete and accurate financial records, including but not limited to, receipts and disbursements, with respect to all costs and expenses incurred by the Chamber during the term of this Agreement. All such records shall be clearly identifiable. The Chamber, upon the City's request, shall allow a City designee, Economic Development Director, or his/her designee -during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement at the City's request. 4.4 Political Activities. During the term of this Agreement, the Chamber shall not contribute funds or Chamber resources and assets to advocate or oppose any local municipal election issue or candidate. 4.5 The Chamber's Responsibilities for Costs and Expenses. Except as otherwise expressly stated herein, the Chamber shall be responsible for all costs and expenses incurred relative to the Chamber, personnel of the Chamber and subconsultants of the Chamber in connection with the performance of the Services, including, without limitation, payment of salaries, fringe benefits contributions, payroll taxes, withholding taxes and other taxes or levies, office overhead expense, travel expenses, telephone and other telecommunication expenses, and document reproduction expenses. 4.6 Independent Contractor. The Services shall be performed by the Chamber or under its supervision. The Chamber shall determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The Chamber represents that it possesses the professional and technical personnel required to perform the Services. The City retains the Chamber on an independent contractor basis and not as an employee of the City. The personnel performing the Services on behalf of the Chamber shall at all times be under the Chamber's exclusive direction and control. 4.7 Key Personnel. The Chamber has represented to the City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or -2-