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HomeMy WebLinkAbout2012-02-15 Council Packet - Work SessionCOUNCIL PACKET DISTRIBUTION MAKE 19 PACKETS Mayor City Manager Library Kebschull Clarion Schmidt Council - 4 packets Clerk yt. City Attorney Fire Department Student Re,,. Finance KSRM Cunningham �.. Hall Binder - Mellish ELECTRONIC COPY NOTICE Send out notice to All with link to Council Packet DELIVER Council and Student Rep packets to Police Department Dispatch Desk, Clarion, KSRM, Mellish & Schmidt pick up their packets in the Clerk's Office. AGENDA KENAI CITY COUNCIL - WORK SESSION FEBRUARY 15, 2012 5 :30 P.M. KENAI CITY COUNCIL CHAMBERS http:/ /www.ci.kenai.ak.us The City Council will meet in a Work Session to discuss the Kenai Convention and Visitors Bureau Inc and Kenai Chamber of Commerce Merger and the Facilities Management Agreement for the Kenai Visitors and Cultural Center on Wednesday, February 15, 2012. The Work Session will be held in the Kenai City Council Chambers and will begin at 5:30 p.m. The Work Session is open to the public. If you have any questions related to this meeting, please contact the City Clerk at 283 -7535, 231. The agenda and supporting documents are posted on the City's website at www.ei.kenai.ak.us \ihe city of KENAI, ALA KA "Village with a Past, Gi with a Futuren 210 Fidalgo Avenue, Kenai, Alaska 99611 -7794 Telephone: 907 - 283 -7535 / Fax: 907 - 283 -3014 www.ci.kenai.ak.us Council Work Session February 15, 2012, 5:30 P.M. Kenai Convention and Visitors Bureau — Kenai Chamber of Commerce Merger I. Introduction — Rick Koch, City Manager II. Details of Merger — Jim Butler III. Kenai Chamber of Commerce & Visitors Center Work Plan IV. Public Comments (limited to 3 minutes each) V. Council Questions & Discussion VI. Council Direction to Administration AGENDA KENAI CITY COUNCIL — WORK SESSION FEBRUARY 15, 2012 5:30 P.M. KENAI CITY COUNCIL CHAMBERS http: / / www. ci. kenai. ak.us The City Council will meet in a Work Session to discuss the Kenai Convention and Visitors Bureau Inc and Kenai Chamber of Commerce Merger and the Facilities Management Agreement for the Kenai Visitors and Cultural Center on Wednesday, February 15, 2012. The Work Session will be held in the Kenai City Council Chambers and will begin at 5:30 p.m. The Work Session is open to the public. If you have any questions related to this meeting, please contact the City Clerk at 283 -7535, 231. The agenda and supporting documents are posted on the City's website at www.ci.kenai.ak.us . City of Kenai Council Work Session Page 1 of 1 February 15, 2012 Kenai .Chamber of Commerce and Kenai Convention .& Visitors Bureau Convention _. Visitors Bureau.,.,. A RESOLUTION OF THE KENAI CHAMBER OF COMMERCE (KCC) AND THE .KENAI CONVENTION & VISITORS BUREAU (KCVB) TO MERGE BOARD OF DIRECTORS FOR THE PURPOSE OF STEERING BOTH. ORGANIZATIONS FOR A COMPLETE MERGER BY JANUARY 1; 2012. WHEREAS, the Kenai Chamber of Commerce (KCC) and are currently operating as separate entities; and WHEREAS, representatives of:KCC and :KCVB.have met and discussed on several occasionsthe advantages of operating as a single entity; and WHEREAS, both organizations agree that promotion: of the community of Kenai is intrinsic in their respective missions; and WHEREAS, both organizations agree that it is to the benefit oftheir respective membersas well as the citizens of this community to not duplicate efforts; and WHEREAS, both organizations agree that a combined organization offers financial benefits and long term security for the organizations and their members; and WHEREAS, both organizations agree that a combined organization will be better equipped to promote Kenai' s economy and quality of life to current and potential businesses, organizations; individuals: and visitors; and e Kenai Convention and Visitors Bureau (KCVB) THEREFORE BE IT RESOLVED that the Kenai Chamber of Commerce and the Kenai Convention & Visitors Bureau agree to merge Board of Directors for the purpose of steering both organizations with the intent of a complete merger of both organizations by January 1, 2012. Passed by the Board of Directors of the Kenai Convention. & Visitors Bureau this lR'(C.day of W S !, 2011.. KCVB President: KCVB Secr Passed by the Board of Directors KCC President: the Kenai Chamber of Commerce 'this f day of api ,2011. KCC Secretary: THIRD AMENDMENT TO FACILITIES MANAGEMENT AGREEMENT FOR THE KENAI VISITORS AND CULTURAL CENTER This Amendment is made as of the 3g° day of March, 2011, by and between. the CITY OF KENAI, a municipal corporation (City) whose address is 210 Fidalgd Avenue, Kenai, Alaska 9961.1, and the KENAI CONVENTION AND VISITORS BUREAU, INC. (KCVB) whose address is 11471 Kenai Spur Highway, Kenai, Alaska 99611. WITNESSETH WHEREAS, on December 18, 2009, the City and the KCVB entered into a Facilities Management Agreement for the management of the Kenai Visitors and Cultural. Center ( "Agreement ") ;. and,: WHEREAS, on May 11, 2010, the City Agreement to modify payment terms; and, d the KCVB a WHEREAS, the City has a large collection cultural hems that are owned by the City or that are to located at the Kenai Visitors and Cultural Center; and, nded Section 7 of the art, artifacts, and historical and ed to the City and these items are WHEREAS, these objects have not been properly cataloged and, over the years, the record keeping with respect to the items has been inconsistent; and, WHEREAS, the City requested that the KCVB propose a plan for making a complete inventory and catalogue of these items; and, WHEREAS, the KCVB has identified a third -party contractor, Ms. Christine Conn, who has the credentials, experience, and training to ,conduct work on the City's collection at the Center; and, WHEREAS, on Nil'd iviebe °— 5 , 2011, the City and the KCVB amended Section 3 of the Agreement to expand the scope of services to be provided to the City by KCVB so that those services would include an inventory of the City's collection and to provide for additional compensation to KCVB for that new work; and', WHEREAS, the work on the inventory is taking longer than initially anticipated and the parties wish to further amend the Facilities Management Agreement for the Kenai Visitors and Cultural Center to provide for additional compensation for the KCVB to complete the additional inventory services. Third Amendment To Facilities Managernent Agreement For The Kenai Visitors And Cultural Center Agreements\ KCV13.MgmntAgt3rdAmendinedt0Z2311 Page 1 of 3 3 NOW THEREFORE, the parties agree as follows; Subparagraph 1..F. of Section 3 of the Agreement is to read as fol Section 3 — Scope: of Services l) Specific Services F. Conduct a collections inventory of art, artifacts, and cultural and historical items ("objects") stored at the Center. The KCVB shall provide the City with a catalogue of the objects using a standardized nomenclature system with assignment of catalog numbers to all objects in a uniform matter. The objects shall be marked with numbers and all information shall be entered into a Past Perfect Museum Software database of the collection which database shall include updated contact information of the known owner, valuations, and other pertinent information typically included in such databases. KCVB shall also provide a report of the condition of each object which report shall contain an opinion about whether a particular object is appropriate for display and whether the object fits within the City's current collection policy. KCVB will photograph all objects, move . and arrange the objects in collection storage areas, and update the accession filing .system for the objects. The City shall own the work product of these efforts. The scope of this work is also reflected in Exhibit A attached hereto, To perform this work, the City will upon invoice from KCVB, pay KCVB a fee of S17,900 to retain a contractor who possesses the critical skills and training necessary to accomplish this work in a professional manner. In addition, at the City's election, the City shall provide KCVB either with a round -trip airline mileage ticket for travel for any contractor retained by KCVB to perform these services or the City shall pay up to $700 to KCVB to offset air transportation costs. 2. Except as expressly modified or stated herein, all other terms and conditions of the Facilities Management Agreement for the Kenai Visitors and Cultural Center as previously amended remain in full force and effect. Third Amendment To Facilities Management Agreement For The Kenai Visitors And Cultural Center Agreements \K .MgmntAgt3rdAmendment022311 Page 2 of 3 4 Approved as to form: Krista S. Steams City Attorney State of Alaska ) ss Third Judicial District CITY OF KE f By: oe Its: C Manager IKENAI CONVENTION AND VISITORS BUREAU, INC. By: Natasha Ala. Its: Executive Director The foregoing instrument was acknowledged before me this day of March, 2011, by Rick R. Koch, City Manager for the City ofKenai. Ate! State of Alaska ) ss Third Judicial District Notary My Co ublic of Alaska. mission Expires: "0/0/11C; The foregoing instrument was acknowledged before me thisRi7 day o Natasha Ala, Executive Director of Kenai Convention and Visitors Bure Corporation, on behalf of the corporation. arch 2011, by an Alaska Notary Public of Alaska : My Commission Expires: w /p.i=iCv Third. Amendment To Facilitie_. Management .Agne Agreements \KCVB.MgmntAg 3rdAmendment0223'1t 1 For The Iaenai`Visitors And Cultural Center Page 3 of 3 SECOND AMENDMENT TO FACILST$l;S MANAGEMENT l GREEMENT FOR THE KENAI VISITORS AND CULTURAL CENTER This Amendment is made as of the 61.14 day of NOVEIA06-12. , 2010, by and between the CITY OF KENAI, a municipal. corporation (City) whose address is 210 Fidalgo Avenue, Kenai, Alaska 99611, and the KENAI CONVENTION AND VISITORS BUREAU, INC. (KCVB) whose address is 11471 Kenai Spur Highway, Kenai, Alaska 996.11. NESSETH WHEREAS; on December 18, 2009, the City and the KCVB entered into a Facilities Management Agreement for the management of the Kenai Visitors and Cultural Center ("Agreement"); and, WHEREAS, on May 11, 2010, the City and the KCVB amended Section 7 of the.Agreement to modify payment terms; and, WHEREAS, the City has a large collection of art, artifacts, and historical and cultural items that are owned by the City or that are loaned to the City and these items are located at the Kenai Visitors and Cultural, Center; and, WHEREAS, these objects have not been properly cataloged and, over the years, the record keeping with respect to the items has been inconsistent.; and, WHEREAS, the City requested that the KCVB propose a plan for making a complete inventory and catalogue of these items; and, WHEREAS, the KCVB has identified a third -party contractor, Ms. Christine Conn, who has the credentials, experience, and training to conduct work on the City's collection at the Center; and, WHEREAS, the parties accordingly wish to further amend the Facilities Management Agreement for the Kenai Visitors and Cultural Center to add additional services and compensation to the KCVB to perform these new services. NOW THEREFORE, the parties agree as follows°. 1. The Agreement at Section 3, Scope of Services, is amended by adding a new subparagraph 1.F. to read as follows; Second Amendment to Facilities Management Agreement Page I of 3 6 Section 3 — Scope of Services 1) Specific Services F. Conduct a. eoliections inventory of art, artifacts, and cultural and historical items ( "objects ") stored at the Center. The KCVB shall provide the City with a catalogue of the objects using a standardized nomenclature system with assignment of catalog numbers to all objects in a uniform matter. The objects shall be marked with . numbers and all information shall be entered into a Past Perfect Museum Software database of the collection which database shall include updated contact information of the known owner, valuations, and other pertinent information typically included in such databases. KCVB shall also provide a report of the condition of each object which report shall contain an opinion about whether a particular object is appropriate for display and whether the object fits within the City's current collection policy. KCVB will photograph all objects, move and arrange the objects in collection storage areas, and update the accession ding system for the objects. The City shall own the work product of these efforts. The scope of this work is also reflected. in Exhibit A attached hereto. To perform this work, the City will upon invoice from KCVB; pay KCVB a fee of $13,100 to retain a contractor who possesses the critical skills and training necessary to accomplish this work in a professional manner. In addition, at the City's election, the City shall . provide KCVB either with a round -trip airline mileage ticket for travel for any contractor retained by KCVB to perform these services or the City shall pay up to $700 to KCVB to offset air transportation costs. 2. Except as expressly modified or stated herein, all other terms and conditions of the Facilities Management Agreement for the Kenai Visitors and Cultural Center as previously amended remain in full force and. effect. Second Amendment to Facilities Management Agreement Page 2 of 3 7 Approved as to form: Krista S. Stearns City Attorney State of Alaska j ss Third Judicial District CI By: lck R:. Koc Its: City Manager ICENAI CONVENTION AND VISITORS UREAU, By - - Natasha Ala. Its: Executive Director < ",..., The foregoing instrument was acicnowledged before me this ;<,-,) day of k;(111I-.--.)\iliv, 2010, by Rick R. Koch, City ,M4ffQr4he ■r C ity of Kenai. -4C c4 .-- .. Notary: Public of Alaska My Commission Expires: W t-l't; Ct rl Cc.. ) ss'—'"imigivivrl State of Alaska Third Judicial Distr The foregoing instrument was acknowledged beforeme this (-71r- day of tW 2010, by Natasha Ala, Executive Director of Kenai Convention and Visitors Bureau, an Alaska Corpopti<V11,*alf of the corporation, i'7145'); 1118. pust‘ci Notary Public of AlaSlca My Commission Expires:AA/mil crick* °C3'y • —4% eil*s; ..uu JO' Second Anten.dment to FacilfritT, anagement Agreement Page 3 of 3 8 AMENDMENT TO FACILITIES MANAGEMENT AGIREEMENT FOR TIRE II ENAl( VIISITORS AND CULTURAL CENTER This Amendment is made as of the If — day of I i t , 2010, by and between the CITY OF KENAI, a municipal corporation (City) whose address is 210 Fidalgo Avenue, Kenai, Alaska 99611, and KENAI CONVENTION AND VISITORS BUREAU, INC (KCVB) whose address is 11471 Kenai Spur Highway, Kenai, Alaska 99611. WIITNESSETH WHEREAS, on December 18, 2009, the City and the KCVB entered into a Facilities IUaanagement.Agreement for the Kenai Visitors and Cultural Center; and, WHEREAS; the Agreement calls for the City to make equal monthly installment payments of the $125,000 annual contract price upon invoice from KCVB to the City; and, WHEREAS, the KCVB incurs a significant expense in the fall of each calendar year in order to prepare, publish, and print the annual visitor's guide, which guide is released by the KCVB in the following calendar year; and, WHEREAS; the KCVB has requested changes in the payment schedule of the contract price in light of this expense as the KCVB prefers to receive lower payments of its total compensation under the Agreement each month in order to obtain a larger infusion of capital in the fall to assure that it has sufficient funds available for the annual visitor's guide project; and; ?1111IEREp` S, the parties accordingly wish to amend the Facilities Management: Agreement for the Kenai Visitors and Cultural Center to adjust how the KCVB invoices for and how the City makes payment of the S125,000 contract price. NOW THE I1+'4irRE, the parties agree as foilovvs: 1. Section 7, paragraph (i ), is amended to read as follows; 1) The City will pay KCVB One Hundred Twenty -Fit Thousand Dollars ($125;000) per calendar year for the services Amendment to Facilities Management Agreement Page 1 of 3 Agrccment. AmendIQCYBmonnt0426 W 9 provided by the ICCVB under this Agreement. The City shall pay monthly, payments of $9,583.33 (totaling $115,000 annually) within 14 days after billing by the KCVB. hi addition,. the City shall pay a one -time lump sum payment of$10,000 within 14 days after billing by the KCVB, which billing shall be included in the KCVB's invoice of its September monthly payment. Any compensation due for portions of a. month for which services are provided by KCVB shall be prorated on the monthly payment amount of $9;583.33. 2. Except as expressly modified or stated herein; all other terms and conditions of the Facilities Management Agreement for the Kenai Visitors and Cultural Center remain in full force and effect. Approved as to form: Krista S. Stearns City Attorney CITY OF ! EN 4II By P. Koch Its: City Manager KENAI CONVENITION AND VISITORS BUREAU, INC. ti By: (Natasha Ala Its: Executive Director Amendment to Facilities Management Agreement Page 2 of 3 Agreement Amend KCVBmgmnt042610 10 Stare of Alaska. ) ss Third Ju.did..al District The foregoing instrument was acknowledged before me this ht day of 2010, by Rick R. Kocii, City Manager for the City of Kenai, EA' �l91BB09o1 State of Alaska Third Tudicial Distric ra Notary Publicota iviy Commission Expires: vinli OPM The foregoing instrument was acknowledged before me this W day of 2010, by Natasha Ala, Executive Director of Kenai Convention and Visitors Bureau, an Alaska Corporation, on behalf of the corporation. BaaaBaaer . , r Notary Public of Alaska My Commission Expires: V TTI rifti6C Amendment to Facilities Management. Agreement Agreement, Amend KC G 11 Page 3 of 3 FAC /LITIES MANAGEMENT AGREEMENT FOR THE KENAI `'ISI7' ®RS AND CULTURAL CENTER The parties to this Agreementare the City of Kenai (City), whose address is 210 Fidalgo Avenue, Kenai, Alaska 99611 and the Kenai Convention and Visitors Bureau, Inc. (KCVB), whose address is 1.1471 Kenai Spur Highway, Kenai, Alaska 99611.. The purpose of this. Agreement is to define the roles and obligations of the parties regarding the management of the Kenai Visitors and Cultural Center (Center) owned by the City and located at 11471 Kenai Spur Highway in Kenai, Alaska. The parties agree as follows: Section 1-- �L4'eneral The KCVB agrees to perform the services set forth in this Agreement. The KCVB agrees to perform the services under this Agreement with due diligence and care and in a good and professional manner. Section 2 -- Period of Performance This Agreement shall be in effect from January I, 2010, through December 31, 2013, unless terminated earlier as specified in Sections 7- 9, below. Section 3 -- Scope of Services The KCVB shall manage the Center, and shall, in addition, provide the following services which sery ices shall take priority over other activities it perforrns at or in relationship to the Center: 1.) Specific Services A. Create, design, and produce an annual visitor's guide as well -as other brochures and related sales materials designed to attract both in -state and out -of -state visitors to the City of Kenai, 'Fhe City of Kenai will receive pages in the annual visitor's guide, the design of which shall be provided to the City and approved by the City Manager in advance of publication. The cost to the KCVB to provide this service regarding the annual visitor's guide is estimated to be $10,000 annually, plus the cost it incurs for design of the pages, and compensation for this service is included as part of the compensation provided for under this Agreement. B, Maintain a website designed to provide visitor information to attract both in -state and out -of -state visitors to Kenai. FACTLI7IES MANAGEMENT AGREEMENPFOR THE ICENAI VISITORS AND CULTURAL CENTER Pep 1 of 12 12 C. Maintain a rack card area at the Center and at. the Kenai Municipal Airport. These areas are designed to allow KCVB members to display brochures for distribution to the general public. The KCVB will also produce and display materials advertising the City for inclusion in the elty rack card display areas D. Annually attend a minimum of two (2) in -state trade shows to distribute materials, answer questions, and provide a face -to -face experience with potential visitors to the City of Kenai. Examples of appropriate trade shows that would satisfy this requirement include the Great. Alaska Sportsmen Show and Mat -Su Outdoorsman Show. E. Provide for advertisements in print and in online meda9 in commercial quality publications and /or websites, such as: 1. Alaska Magazine; 2. The Milepost; 3. Kenai Peninsula Tourism Marketing Council (KPTMC) Discovery Cruide; 4. Bell's Travel Guide /Alaska Ivlapbool; 5, Alaska Travel Industry Association. (ATIA) Official State Vacation Planner; 6, Vacation Country Travel. Guide; 7. ATIA Trade Show Brochure; and, 8. Gordon's Travel Guide, 2) General Services A. KCVB shall target consumer groups to encourage their members to visit and lodge in the City of Kenai through the distribution of press releases. Examples of the types of groups and /or interests the KCVB shall target are: 1. Wildlife and bird viewing; 2. Kenai sport, commercial, and personal use fisheries; and, 3. Attendees of conferences and conventions to be held in Kenai. B. Promote various City special events to attract visitors to the City of Kenai. C. Encourage tour groups to spend trore time in the City of Kenai for visits, meals, and/or a >emight lodging_ 3) Flours of Operation A. The KCVB shall provide visitor information services at the Center no less than between the hours of 10:00 AM to 6:00 PM, seven (7) days per week during the sumrrrer season of Memorial Day through Labor Day. MANAGEMENT AG REEMr ORS AND CULTURAL CE 13 B. The KCVB shall provide visitor information services at the Center no less than between the hours of 9100 AM to .5:00 PM, Tuesday through. Friday, and between the hours of 11:00 AM — 4:00 PM on Saturdays during the off - season after Labor Day to Memorial Day. The City Manager may agree to modifications to the hours of operation. 4) Kenai Visitor and Cultural Center Displays. As time and funding allows, the KCVB wifi. provide exhibits and displays relevant to the Kenai area, including: A. General Information about the area B. Historical and Cultural 1. Display(s) informing the viewer -of'the cultural history of the Kenaftze Indians, including present day presence in the community. 2. Display(s) informing the viewer as to the past and present Russian contributions and involvetnent in the community. 3. Display(s) informing the viewer about the Federal and State Homestead programs and the contributions of homesteaders and pioneers in the community, C. Industry 1. Display(s) informing the viewer of the history of oil and gas industries and about the importance and contribution of the oil and gas industries to Kenai. 2.Display(s) informing the viewer of the history of commercial fishing in the Kenai and Cook Inlet and of its importance to the cultural and financial development of the area. D. Sport Fishing— display(s) hiformingthe viewer of the history and s nportance of sport fishing in the Kenai area and in Cook Inlet. 5) The City Collection of historical. artifacts. A. By January 15 of each year of this Agreement, the KCVB shall provide the City Manager with an inventoy of all hems in the Center's collection and shall designate whether such items are owned by the City, the KCVB, or another person or entity. B. The KCVB may not accept either additions to the City's collection, or loans o'Eitems to the City. without the written permission of the City Manager. C. By January 15 of each year of this Agreement, the KCVB shall provide the City Manager with a list of all items in the City's collection which the ICCVFS considers surplus or not needed, 6) Visitor Outreach Reporting- The KCVB shalt provide the City Manager with a quarterly report of tts activities under this Agreement containing at least the following information; A. Visitor Contacts —Track the number and nature of visitor contacts to the Center. This should FACILITIES MANAGEMENT AGREEMENT FOR TT KENAI VISITORS AND CULTURAL CENTER. 14 Page 3 of 12 include contacts made by phone, mail, and other forms of communication. B. Visitors at Center – Track the number of visitors to the Center by month. C. Website Traffic – Track: the number of visits to the Center website by month. Q. Mailings – Track the number of communications mailed from the Center. E. Requests for Information – Track the - total number of requests for information per month. 7) Fee/Donations—The KCVB is permitted to charge fees for special events held at the Center. 8) Annual Budget Requests - The KCVB shall submit any budgets requests, including any requests for additional funding for the services it is required to provide under this Agreement, by January 15 of each year for consideration in the City of Kenai fiscal year budget beginning, on July 1. Budget requests should be of sufficient detail to be fully analyzed by the City and Should include back -up information and an explanation of why the ICCVB desires additional compensation or funding to perform services. The City is under no obligation to approve supplemental budget requests. 9) Sales of merchandise – Revenues derived by the KCVB from the .saies of merchandise shall be used to defray the KCVB's operating expenses in. managing .the Center. Section 4. -- Other KCVB Activities The KCVB may undertake the other following activities at the Center. These activities are subordinate to those the KCVB is required to provide under Section 3. above: 1) Leasing of the Center (or portion of the Center) for events A. The KCVB may lease the Center, er portions of it, for events such as meetings, weddings, receptions, and other gatherings. The KCVB is solely responsible for all expenses: and liabilities incurred in these leasing activities. The KCVB may retain any revenues earned in these leasing activities. B. The KCVB shall use a standard lease form to be approved by the City Manager for its leasing actiV C. Commercial lessees must have a current valid State of Alaska business lrcense and he registered for sales tax with the Kenai Peninsula. Borough. 2) Saturday Market A. The KCVB may hold a Saturday Market atthe Center. The KCVB is solely responsible, for all expenses and liabilities incurred in this activity. The KCVB may retain any revenues earned in this activity. B. The KCVB shall use a standard vendor application form by the City Manager for its .Saturday Ivlaiket activities. FACILITIES MAIT'AGEtvfENT AGREEMENT FOR THE KENAI VISITORS AND CULTURAL CENTER Page 4 u112 15 C. Saturday Market vendors must have a current valid State of Alaska business Iieense and be registered for sales tax with the Kenai Peninsula Borough, 3) Art Exhibits /Shows A, The KCVB is authorized to hold art exhibits and /or shows at Center, The KCVB is solely responsible for all expenses and liabilities incurred in this activity. The KCCVB may retain any revenues earned in this activity. B. If any cultural exhibits/displays need to' be temporarily removed to accommodate art exhibits /shows, the KCVB shall submit a written request for authorization to the City Manager. The request shall include a schedule identifying the display, when the display will be removed and replaced, and shall be made to the City Manager at least fourteen (14) days in advance of the exhibit/show, 4) Sales of merchandise exclusive to other ICCVB activities are allowed at the Center and the expenses and liabilities incurred and revenues earned belong to the KCVB. 5) Any other use of the Center must be approved in advance by the City Manager. Section 5 -- Building Iidahntenance, Operation & Capital Improvements I) The City shall be responsible for maintenance of the Center, including making building repairs and maintenance, providing restroorn, plumbing and electric supplies, and incurring other costs ordinarily incidental to the maintenance of a public facility (except as expressly - provided. herein). The City shall provide the utility service (water, sewer, electricity, heat and garbage removal) for the Center: 2) The City, its officers, employees, agents, and representatives shall be permitted to enter the Center during operating hours to examine the premises in furtherance of these obligations. The City Mll attempt to notify the KCVB by telephone to the Executive Director or another designated person (as appropriate to the nature of the emergency) if the City requires emergency entry after operating hours; notwithstanding, the City has aright to enter the Mechanic's Room during all hours and without prior notice in order to perform necessary maintenance and repairs, 3) The KCVB shall take all reasonable precautions to prevent unauthorized entry by third parties into the Center, including the placing of signs or other devices intended to deter or restrict such entry. The KCVB shall develop and follow policies and procedures relating to issuing keys, handling cash and deposits, opening and closing the Center, and dealing with difficult patron's. 4) The KCVB shall not to make any alternations or renovations to the Center without prior written consent of the City. Approved projects will require an actual cost report to be filed with the City at completion of the project. FACILITIES MANAGE KEN:M VISITORS ANL NT AGREEMENT FOR. THE ,11;.TT RAL CENTER Page 5 of 12 16 5) The KCVB shall keep all facilities of the - Center in a clean and sanitary condition during the period of operation. 6) The City shall be responsible for providing janitorial services, snow removal and landscaping, and grounds keeping for the Center. 7) Smoking will not be allowed within the Center or within twenty (2 0) feet of its doors. 8) The City shall be responsible for the maintenance of any exhibits displayed on the exterior of Center, including on the grounds. KCVB shall not place or accept outside exhibits to be displayed out of doors, without the prior permission of the City. Section 6 —. Insurance 1) The KCVB shall maintain in good standing the insurance described in subsection 2 of #his Section. Before rendering .any services under this Agreement, KCVB shall furnish proof of insurance required by this Agreement in a form aceeptable to the City Manager. 2) The KCVB shall maintain a Comprehensive General Liability policy with a minimum coverage of $1,000,000 per occurrence and an Employer's Liability and Worker's Compensation policy for its own employees (as required by statute). Each policy of insurance required by this Section shall provide for no less than thirty (30) days' advance written notice to the City prior to cancellation or change in insurance amount, and shall also include a waiver of subrogation against the City. The City shall be named as an additional insured on the Comprehensive General Liability policy. 3) The City shall maintain a museum contents policy with a minimum coverage of $1,600,000 for its property located at the Center. The City shall also maintain broad form property damage insurance for the structure of the Center in an amount equal to the estimated replacement cost of the: facility. 4) The KCVB shall hc responsible to maintain insurances on all property, goods, and m erials owned by KCVB or accepted by it at the Center (other than that owned by the City). 5) All policies acquired under this Section 6 shall be written by an insurer rated "A -" or better by A.M. Best. 6) The KCVB shall promptly report all incident, of accident or injury aiahe Center 1 wr.iting to the City Ihi anager. 7} Each party hereto shall give to the other prompt and timely written notice of any claim made or suit: instituted within its knowledge that is related to either party's performance under this Agreement. Section 7 — Compens FACILITIES'MANA GENIE+NT AGREEMENT FOR TI {E KENAI VISITORS AND CUL TU CENTER Rage .6 of 12 17 1) The City will pay KCVB One Hundred Twenty -Five Thousand Dollars ($125,000) per calendar year for the services provided by the KCVB under this Agreement. The City shall pay this amount in prorated monthly payments within 14 days after billing by the KCVB. Any compensation due for portions of a month for which services are provided shall also be prorated. 2) The obligation of the City to provide funding under this Agreement is subject to the availability of funds lawfully appropriated for that purpose. The termination of this Agreement due to fiscal necessity and /or non - appropriation of funds by the City shall not constitute a breach or default of City. In the event of a non - appropriation of funds, the City may terminate this Agreement under Section 9, below, however termination shall not be subject to 60 days' notice. Instead, the City shall give reasonable advance notice as soon as practicable but in no case shall notice be less than ten (I0) days in advance of the effective termination date. 3) Except as otherwise provided in this Agreement, the City shall not provide any additional compensation, payment, service, or other thing of value to the KCVB for its performance under this Agreement. The parties understand and agree that administrative overhead and any of its costs the KCVB may incur in the performance of its obligations tinder this Agreement have already been included in computation of the KCVB's fee and may not be charged separately to the City. Section 3 -- Termination f this Agreement for -Cause lf, through any cause, the KCVB shall fail to perform any of KCVB's covenants, agreements, stipulations, and /or obligations hereunder, and the KCVB has not cured the default(s) within 14 days after delivery of written notice from the City to the KCVB specifying the default(s), the City shall have the right, at its election, iher.,.or at any time, thereafter while such detanit(s) continue(s), to give the KCVB notice of termination of this Agreement' which termination may then he of immediate effect or of a later date as may be determined by the City. All finished or unfinished documents, data compilations, studies, surveys, reports, andlor other material prepared by the KCVB under this Agreement are the property of the City and the KCVB hereby agrees to peaceably' return all such items to the City by or upon the effective date of termination and as may be further instructed by the City. The KCVB shall be entitled to receive compensation in accordance with the payment provisions of Section 7, pro rata to the effective date of termination. Section 9 -- Tercmanaetion for Convenlenee of the City The City may terminate this Agreement at any time by giving written notice to the. KCVB of its intent to terminate this Agreement. The City shall provide the KCVB with at least 60 days' advance FAC[LIT KENAI VIS C FOR TH TER 18 Page 7 of 12 notice of its election to terminate under this Section, except as set out in Section 8, above, All finished or unfinished documents, data compilations, studies, surveys, reports, and /or other material prepared by the KCVB under this Agreement are the property of the City and the KCVB hereby agrees to peaceably cettun ttll such items to the City by or upon the effective date of termi,nation and as may be further instructed by the City. The KCVB shall be entitled to receive compensation in accordance with the payment' provisions of Section 7, pro rata to the effective date of termination, Section 10 — 19'fodtfiication /A nendmen€ This Agreement may not be modified or amended except by a writing signed by both parties hereto. Section 11 -- Equal Employment Opportunity The KCVB shall operate in compliance with all federal, state, and local equal employment: and civil rights laws and regulations. Section 12 -- Assignability The ICCVB may not assign any interest in this Agreement or delegate or subcontract wotk or services under this Agreement without the prior written consent of the City. Section 13 — Non Waiver The failure of the City to enforce a provision of this Agreement shall in noway constitute a. waver of the provisions of this Agreement or a waiver of any subsequent breach of the same or similar condition or provision of this Agreement, nor shall it in any way affect the validity of this Agreement. Any forbearance by a party in seeking a remedy for any breach by the other party shall not be deemed a waiver by the non - breaching party of its rights or remedies with respect to such breach. Section 14 -- Permits, Laws -and Taxes The KCVB shall acquire and maintain in good standing all permits, licenses, and other nts necessary to the performance of this Agreement. All actions taken by the KCVB under this Agreement shall comply with all applicable statutes, ordinances, rules, and regulations. The KCVB shall collect and /or pay, if applicable, any taxes pertaining to its performance under this Agreement. FACILITIES MANAGEMENT AGREEMENT FOR TFIE KENAI VISITORS AND CULTURAL. CENTER 19 Page 8 of 12 Section I5 -- Relation hip of the Parties The KCVB shall perform its obligations under this Agreement as an independent contractor of the City, This Agreement is riot intended to create, and nothing herein should be construed to creme, a joint venture between the City and tne KCVB. Section 16 Contract el.dministration The Kenai City Manager, or the Manager's designee, shall be the representative for administering this Agreement on behalf of the City. The Executive Director of the KCVB shall be the representative for administering this Agreement on behalf of the ICCVB, Section 17 -- Integration This Agreement contains the entire agreement of the parties. All prior negotiations, statements, representations, warranties, and assurances, whether oral or written; and which are in any way related to the subject of this Agreement, are merged and integrated in this Agreement. Section 18 — Defense and Indemnification. The KCVB shall indemnify, hold harmless, and defend the City from and against any claim of, or liability for, negligent acts, errors or omissions of the KCVB under this Agreement. KCVB shall not be required to indemnify the City for a claim of, or liability for, the independent negligence of the City, If there is a claim of, or liability for, the joint negligent error or omission of the KCVB and the independent negligence of the City, the indemnification and hold harmless obligation shall be apportioned on a comparative fault bas'is. "KCVB" and "City," as used in this section, includes their respective officers etnployees, agents, and other legal representatives. The term "independent negligence" is negligence other than in the City's selection of KCVB as its contractor and the City's administration, monitoring, or review of the KCVB and its work under this Agreement, Section 19 -- Interpretation and Enforcement This Agreement is being executed by the parties following negotiations between them and both have had an equal opportunity to provide language for this Agreement. Accordingly, any rule of construction or interpretation allowing for construction or interpretation against the drafter of this Agreement shall not apply. The Agreement shall instead be construed according to the fair intent of the FACI ANAGeMiENT AGREEMENT T KENAI VISITORS AND CULTURAL CENTER. Page 9 oft 20 language as a whole, not for or against any party. The titles of sections in this Agreement are solely for convenience of reference and shall not affect meaning, construction, or effect of this Agreement. Section 20 — Understanchng The KCVB acknowledges that its governing board has authorized the Director to sign this Agreement. Section 21 -- :Sevenabiiity If any section or clause of this Agreement is held invalid by a court of competent jurisdiction, or is otherwise invalid under the law, it is the intent of the parties thatthe remainder of 'this Agreement shall remain in full force and effect. Section 22 — Jurisdiction, Choice of Law This Agreement shall be construed and governed by the laws of the State of Alaska. Any disputes related to this Agreement shall be litigated in the superior courts for the State of Alaska; Third. Judicial District at Kenai. Section 23 -- Notices Any notice required to be delivered under the terms of this Agreement shall be personally delivered or mailed by prepaid first class, certified mail, to the following addresses and shall be effective upon receipt, FOR. THE CITY: FOR THE KCVB: City Manager City of Kenai 210 Ficlalgo Kenai, Alaska 99611 Executive Director Kenai Visitors and Convention Bureau 11471 Kenai Spur Highway Kenai, Alaska 99611 Section 24 — Counterparts and Effective Date This Agreement may be executed in more than one counterpart, each of which shalt be deemed to be all original but all of which taken together shall be deemed a single instrument. This Agreetnentshall be effective upon the later of signature by both parties or January 1, 2010. - FACILITIES MzNAGEMEICT AGREEMENT.FO'. KENAI VISITORS AND CULTURAL CENTER 21 Page 10 o Section 25 -- Surviva9 of Representations and The representations, warranties, covenants, and agreements of the parties under this Agreement, and the remedies of either party for the breach of such representations, warranties, covenants and agreements by the other party, shall survive the execution and termination of the contract. Section 26 -- Financiall Reporting The KCVB agrees to keep reliable accounting records and to prepare annual financial statements in accordance with generally accepted accounting principles. The City may require such financial statement to be reviewed by a certified public accountant; provided, however, that should the City require the KCVB's annual financial statement to be reviewed by a certified public accountant, the City shall pay costs of this review in excess of one - thousand dollars ($1,000). The KCVB shall arrange for such review and submit for approval to the City the cost proposed from the certified public accountant prior to the work being unclertalcen.and after which review the City may determine to proceed with the KCVB 's proposal or seek other quotes for the work or elect some other review. The KCVB agrees that its accounting records shall be available for inspection by the City of Kenai upon reasonable notice. The City may request a,copy of KCVE "s accounting records and the City may direct an audit of the KCVB's books and records at the City's expense. The KCVB shall provide to the City its annual budget when adopted or amended by its Board of Directors. The KCVB shall annually provide the City a. copy of its federal income tax return when completed. Section 27 Board Meetings The KCVB agrees that it will hold its: meetings of its Board of Directors in public and open to the public; however, the KCVB Board of Directors may move into executive session to discuss matters that public bodies may discuss in executive session as outlined in Alaska Statute 44:62.310. IN WII NESS WHEREOF, the parties have executed this Agreement on the date(s) shown below. CliTY OF' KEN By: KENAI CONYENT'ION AND VISITORS BUREAU By h Natasha Al FACILITIES MANAGEMENT AGREELi6NT FOR THE KENAI VISITORS AND CULTIJRAL CENTER 22 Page 1 I of 12 City Manager DATE: & 2 _ ATTEST: Carol L. Freas, City ✓Clerk STATE OF ALASKA ) ss. THIRD JUDICIAL DISTRICT Executive Director DATE: SE/ Approved as to fo' IGrista S. Sterns City Attorney The foregoing instrument was acicnowledged before me this fW day of!'t`(I by RICK YC Manager for the City of Kenai. STATE OF ALASKA ) ss. THIRD JUDICIAL DISTRICT ) Notary Public for the State of Alaska. My Commission Expires: %MTh 0' 4Ck The foregoing instrument was acknowledged before me this i day of , 2OOt, by NA.TASHA ALA, Executive Director of the Kenai Convention and Visitors Bureau, Inc., an Alaska Corporation, on behalf of the corporation. •vrer Notary Public: for the State of Alaska. My. Commission Expires: III t!T}I Qrftl: FACILITIES MANAGEMENT AGREEMENT FO KCENAI VISITORS AND CULTURAL CENTER 23 Page 12 of 12 Kenai Chamber'of Commerce(KCCt KCC Mission Statement The Kenai Chamber of Commerce strives to promote economic development, stimulate jab growth, . provide initiatives to promote local businesses, and foster positive relations between business and community for the benefit of Kenai. About KCC The Kenai Charnberof Commerce is a private, nonprofit 501(c)(6) organization first incorporated in 1954. KCC is a membership driven organization comprised of businesses, civic organizations, educational institutions and individuals. Chamber members contribute significantly to the economic success of our city and make up the immeasurable value of the organization by providing successful programs, initiative, committees and community events. The chamber office currently resides in ahistoric cabin that was formerly owned by John Hedburg, a k.a. Moose Meat John,.- in the mid - -1900's. The cabin attracts visitors year -round and is the first on the popular Old Town Kenai walking tour, The cabin is located at 402 Overland Avenue in Kenai and has been at that location since the move from its original site in Nikiski in the early 70's. it has since been utilized as the office of the Kenai Chamber of Commerce. KCC Organizational Structure 9 Member Board of Directors 1 Executive Director 1 Executive Assistant KCC Members 279 members as o'PS /17/11 KCC Membership Cost Associate (individual Member /Non -- business): Churches: $50.00 Civic Non - Profit: $125.00 Affiliate /2nd Business: $100. Business 1 Employee: $125,00 r2 -3 Employees: $150.00 4 -5- Employees: 6225.00 7 -9 Employees ;$325.00 10 -19- Employees: $400.00 20 -50 Employees: $500,00 51 -100 Employees: $750.00 101 Employees and up: $1000.00 KCC Operating Budget $200 ;000+[ A sufnmary of 2010 operations .'is provided below: 25 KCC Revenue Sources Fundraisers /Sponsorships $ 225,000 Membership $ 50;000 Luncheons $ 25,000 Total 5 200,000 Expenses Events Luncheons Admin. &.General Payroll Salary- Executive Director $ .36,000 Salary- Admin. Assistant $ 20,000 Payroll Taxes $ .6,000 Payroll Total Scholarship $ 6,000 General $ 27,000 Total A &G S .50,000 $ 20,000 $ 62,000 $ 95,000 Total $ 165,000 KCC Funds on Hand $95,000 as of 5/17/11. 26 Kenai Convention & Visitors Bureau (KCVB) KVCB Mission Statement The Kenai Convention & Visitors Bureau (KCVB) is the official destination marketing organization tar the City of Kenai. Its primary mission is to support the economic development of the City of Kenai through expanding the visitor industry. The KCVB serves as the professional facility manager of the Kenai Visitors & Cultural Center thus also acting to promote and preserve the history, arts and culture of Kenai and Alaska. The KVCB looks to position Ken& as a premier, year -round visitor d spending through external marketing, thereby diversifying the lace economic development and ;growth in Kenai. nation and increase travel . onomy and stimulating The mission of the Kenai CVB is.to: • Promote the City of Kenai as a visitor destination; • Promote the history and culture of Kenai; • Manage the Center as a community cultural facility; • Encourage economic development of the City of Kenai through the travel and tourism industry; • To promote the membership of the Kenai CVB with a focus on marketing the City of Kenai. About KVCB KCVB is a private, nonprofit 501(c)(6) organization first incorporated in 1984. The KCVB has acted as the professional facility manager of the Kenai Visitors & Cultural Center (KVCC) since 1992. The KCVB manages the KVCC and provides destination marketing for the City of Kenai, as outlined in the management contract between the KCVB and City of Kenai. KVCB is a membership based organization, represented oy area businesses and associations. KCVB is a 40% venture capital member of Old Town Bingo, a multiple beneficiarypermittee that operates games of chance, i including bingo and pull tabs irr Kenai; AK. for the benefit of permittee members. KCVB also provides staffing and office assistance to the Patrons of the Kenai Visitor's and Cultural Center, a 501(c)(3) nonprofit corporation organized to provide professional expertise and assist in the development and facilitation of educational and cultural programming at the Kenai Visitor's and. Cultural Center. KVCB _. OrganizaPone( Structure 9 Member Board of Directors 1. Executive Director 1. Director of Membership and Retail 1 Director of Programs & Exhibits 1.Director of Saturday Market 1 Front Desk Associate. KVCB Members 27 158 as of 5 /17/2011 KVCB Membership Cost: Business Membership $150 /yr KVCB Operating Budget $365,000 +/- A summary of 2010 operations is provided below: KCVB Revenue Sources Old Town Bingo $ 121,000 City of Kenai 5 125,000 Retail Sales $ 66,000 Membership $ 24,000 Ad Sales $ 17,000 Saturday Market $ 7,000 Rentals /Mtgs $ 6,000 Total $ 366,000 Expenses Advertising 5 30,000 Rec Guide Expenses $ 11,000 Cost of Goods Sold $ 26,000 Admin.. &General Payroll Salary &Wages $ 171,000 Payroll Taxes $ 13,000 Insurance- Worker Comp $ 3,000 Insurance - Employee Health $ 5,000 Payroll Total General $ 76,000 Total A &G Total KVCB Funds on bland 570,000 as of $4/30/11 28 $ 192,000 S 268,000. $ 335;000 Coming together is a beginning. Keeping together is progress. Working together is cress. -Henry Ford Proposed Organization "Kenai Chamber of Commerce Visitor's Center" ^ Y.2hFi r �t \i5,‘i -z Bureau Mission Statement To promote Kenai's economy and quality of9ife to current and potential businesses, organizations, individuals and visitors. Proposed Organizational Structure• 13 Member Board of Directors 1 Executive Director 1 Membership Coordinator 1 Event Coordinator 1 Visitor Center Services Coordinator 1- Financial Coordinator Executive Director Job Outline Oversee all operations of the organization. Supervise four subordinates. Responsible for general oversight of the organization, fundraising, member services; events, facility oversight, etc. Reports to the. Board of Directors. Membership Coordintor Job Outline Oversees membership activities for the organization. Responsible for recruiting new members, maintaining current members, general customer service for existing and proposed members. Reports to the Executive Director. 29 Event Coordinator Job Outline Oversee and plan all events for the organization, work with Financial Coordinator on establishing event budgets, contact members and businesses forsponsorship opportunities. Assist with fundraising. Coordinates rental of facility. Reports, to the Executive Director, Visitor Center Services Coordinator Oversee the Visitor Center operations, including retail sale; Reports to the Executive Director. etc. Financial Coordinator Oversee receipt /disbursement of organization funds, deposit money, make payments, handle books, draft budgets, create financial reports, etc. Assist with fundraising. Reports to the Executive Director. Operations KCVB currently operates •under a Facilities Management Agreement with the City of Kenai. The current agreement is in effect until December 31, 2013. The City of Kenai provides $125,000 per calendar year to the KCVB, and in returns requires the following services: 1) Recreation/Visitors Guide 2) Ad Sales 3) Fundraising. 4) MASSTGrant— [BYO 5) Membership 6) Retail Sales 7) Advertising for Visitors & Conventions 8) Cultural Exhibits & Displays This agreement would be continued under the new proposed organization, and the combined organization would be well suited to meet all of the above mentioned services required by the City, as well as all other existing duties and services of the current KCC and KCVB organizations. Essentially, all other operations would continue as they are done now, with the combined manpower working together for the common goal of fulfilling the organization's mission. New bylaws would need to be drafted, more than likely consisting of 'a blend of the current KCC and KCVB bylaws, 30 Why loin Together? There are many benefits to a joined organization: • Shared expenses - cornbinationof resources is expected to reduce overhead expenses dramatically for both organizations. Sharing employees, costs, equipment, etc. will reduce the costs associated with running the facility and both organizations. ® Larger, stronger membership base • Stronger and more diverse organization to pursue additional City support a Stronger financially with diversified revenue streams, increased funds on hand, etc 8 Increased manpower to accomplish mutual goals ® Better ability to serve existing members and recruit new me • Better value for members • Better ability to promote Kenai, Keno's economy & attract visitors • Reduce duplication of efforts bers It is worth noting that every other Chamber of Commerce on the Kenai Peninsula operates as -a Chamber /Visitor's Center, Summaries of each are below: Soidutna Saldotna is structured as the Soidotna Chamber of Commerce and Visitors Center. They have one Executive Director, a Project Coordinator, a Visitor Center Coordinator, and a Bookkeeper. The Soldotna Chamber has 565 members as of May 2011. Their mission: is: "To provide enhanced success of our membership and serve as a driver in developing Soldotna'sfuture." Homer The. Homer Chamber of Commerce and Visitors Center operate as one entity. They have one Executive Director, a Membership Coordinator, a Visitor Center Manager, and a Derby Coordinator. Their mission is: "The mission of the Homer Chamber of Commerce is to promote cooperative economic development that preserves the essence of the community while enhancing the quality of life. The Homer Chamber harnesses the tremendous potential of the private enterprise system and enables its members to accomplish collectively what no one could do individually Your Chamber is a group of business and professional people working together to make our community a better place for everyone to live and work." Seward The Seward Chamber of Commerce and Visitors operate alone entity. Currently, they have an Executive Director, Public Relations & Project Coordinator and a.Membershrp Coordinator. Their mission is: "The Seward Chamber of Commerce, Conference and Visitors Bureau is a voluntary partnership of the business community uniting the efforts of business, industry and individuals to ensure a healthy econornic base while improving the quality of life in our community. The Seward Chamber harnesses the tremendous potential of the private enterprise system and enables its membership to accomplish collectively what no one could do individually. Your Chamber is a group of'businesses and professional people working together to make our community a better place to live and work." 31 Projected Revenues City of Kenai Fundraising /Sponsorships Old Town Bingo Membership Retail Sales Luncheons Ad Sales RenteIs /Mtgs Saturday Market Total Revenues Projected Expenses Cost of Goods Sold Salaries & Wages Salary Executive Director Wage- Membership Coordinator Wage. Event Coordinator wage. Visitors Center'Sesvices Coordinator Wage - Bookkeeper Solarize 8, Wages &nal Payroll Taxes 6. Benefits Social Security Medicare Federal Unemployment' Fax (FU T Aj State Unemployment Tax (SUM) Employee Health Insurance Other Employee Benefit Programs Tarot Payroll Event Expenses luncheon Expenses Advertising Rec. Guide Expenses Scholarships: General Expenses Accounting Insurance fliabletti Insurance' (0 &0' Policy) Office Supplies Utilities Tetephnne Postage Bank Charges Copier Equipment Lease Website Maintenance Printing Expenses Newsletter Expense Dues /Stkbscnptions Miscellaneous Totol General Expenses Total Expenses Kenai Chamber of C�mmerce '& Visitors Center Projected Operating Stotement comments 125,000 same amount as exlsLing w/ KCVB -5 140,000 Increase of-12%' ($1,5M.) from KCC 2010 5 100,000 decrease of 16% from KCVB 2010: 5120, 504 70,000 Combined amounts of KCC& KCVB 2010, less 54;000 for overlapping members 5 65,000 1.5% decrease from KCVO 2010 $ 25,000 same as 2010 KCC $ 20000 1B%: increase from KCVB 2010 $- 12,000 20096 increase from (0/82010 8,000 $L, 000 'increase from (0/52010 $ 565,000 5 5 5 30,000 15% increase from KCVB 2010 of 55,000 33,000 33,000 33,000 33,000 51,594 2,712 1,996 3,497 5,610 60;000 22,000 4 %000 I2,000 5,000 $ 187,000 6.2 %, $106,200 base 2.45 %, base 0,80%, base 1,87%, 534,600 base 3% employee IRA 212,908 83% of current KCC & KCVB Pawraib KCC 2010: $62,000; KCVO 201 20% increase from KCC 2010 10% Increase from KCC 2010 33% increase from KCd82010 1095 "increase from KCVB '2010 $2,000 increase. from KCC 2010 5 6;000 KCC '2010:- $5,666 '5 3,000 KCC' 2010:.$1,245;:K0V82010:51765 5 2,500 KCC ,2010: $801;'KCVB.2010: 51,744 $ 4,000 KCC 2010:$ 7BCVB. 2010:: 56,004 5 - does Ciry'.pay?B? KCC. 2010:: 53,733 5 7000 KCC 2010: 51.922; KCVB 2010;86,274 5 5,000 KC( 2010:52,167; (0/8.':$"5,787 $ 5,000 KCC ' 2010: $3,037;: KCO8 '2010- 51,516 $ 6;000 KCC 2010:55,405, contract thru 10/2012 5 4,000 KCVB 2010, $3,989; what is this, Copier? 5 1,000 KCC 2010:5300; KCVB 2010: 56,200 $ 1,500 KCVB 2010: 51;632 $ 2,000 KCC 2010:$1,66S $' 2,500 KCC 2010::$1,212;KCV6.2010::51,810 $ 5,000 approx. 10% of genera'expenses 5 5+7,500 $ '43$,408' Net Profit $ 126,592 32 5192,000 Merger of Kenai Chamber & Kenai CVB Possible Scenario Proposed Organization 'Kenai Chamber& Visitors Bureau" Mission Statement To promote Kenal's economy and quality of life. Vision. Statement Encouraging economic development, job growth and quality of life in Kenai through marketing and fostering positive relations between businesses and the community. Promoting: and preserving the rich history, art and culture of Kenai to enhance quality of life and economic development, Proposed Organizational Structure 13 Member Board of Directors 1. Executive Director 1 Membership /Advertising - Coordinator 1 Event Coordinator 1 Visitor. Services /Retail /Facility Rental Coordinator 1 Programs & ; Exhibits .Coordinator 2 Visitor (Seasonal) 33 Executive Director Oversee ail operations of the organization. Supervises fourfulltime subordinates. Responsible for general oversight of the organization, fundraising, member services, events, visitor guide publication and facility management. Reports to the Board of Directors. Membership /Advertising /Marketing Coordinator Oversees membership activities for the organization: Responsible for recruiting new members, maintaining current members. Solicits advertising for the Kenai Visitor Guide, web site advertisements, lobby screen advertisement and Kenai Municipal Airport rack card and visitor guide rental space, Responsible for the fulfillment of 'Kenai Strategic Marketing Plan'. Make sure all destination marketing ad hares to the strategic marketing plan, Coordinates all press releases for the organization. Reports to the Executive Director. Event Coordinator Oversee and plan ail events for the organization (Christmas Tree Auction, Christmas Comes to Kenai, a"" of July Parade, Kenai Marathon, Kenai Girding Festival etc..). Work with Executive:' Director on establishing event budgets, contact .members and businesses for sponsorship .opportunities. Coordinates the Kenai Saturday Market. Coordinates ail volunteers working: for the organization. Reports to the Executive Director. Visitor Services /Retail /Facility Rental Coordinator Oversee -the. stocking of all rack cards and visitors guides in the Center and Kenai Airport. Fulfill all leads and mail -out of visitor guides. Coordinate the stocking of ail Kenai Visitor Guides throughout the state of Alaska. Orders and stocks all retail, Works with the Marketing Coordinator to come up with seasonal retail marketing campaigns. Works with the Marketing Coordinator to. promote facility rentals. Coordinates and processes all requests for facility rentals. •Processes intake of money, tracks Reports to the Executive Director. Programs & Exhibits Coordinator Cares for the museum collection. Curates all temporary and permanent exhibits, Coordinates all seasonal programming. Coordinates a seasonal docent program. Coordinates the premier summer exhibit, Works with the Patrons of the Kenai Visitors & Cultural. Center (501 c 3), and the Executive Director, to apply for grant funding for cultural programs and exhibits. Reports to the Executive Director. "The KCV6, at the recommendation of the Foraker Group, is currently outsourcing accounting with Hammer Tax& Accounting. We have seen many advantages to contracting' with an outside accountant! Mainly it provides extra oversight and checks and balances In our accounting procedures, it provides an outside /unbiased assessment of our financial transactions; and it is cost saving to the organization. 34 Merging of Organizational Focus: a Marketing Kenai as an ideal community for business location, family relocation and as a premier visitor destination. o Strategic Marketing Plan (see attached) o Kenai Visitor Guide — 65;000 printed and distributed. in. 2011 o Trade Shows — direct outreach to consumers o Media /Press coverage in state, local and national publications ® Events /Programs /Exhibits that promote comrn unity enrich neht and fundraising o 4th of July Parade o Christmas Comes to Kenai c Annual Fall Fundraiser — Auction o Kenai Marathon o Kenai Birding'Festival ¢ Summer Premier Exhibit (Patrons) o Kenai Museum — permanent exhibits o Kenai Saturday Market o TRIVIAPALOQ7A (Patrons), o Christmas Tree Auction (Patrons) o Fisher Poets Festival (Patrons) o. Seasonal programs schedule. (Patrons) KPO — World Music for the Kenai —etc.. a Lecture Series ° Film Festival a Weekly Luncheon Provide weekly relevant speakers series-for the business community as well as providing a public forum to address Important community issues. Membership — Offer enhanced business marketing opportunities, business training, networking and press coverage to KCVB membership. Look for new and innovative prograrns and opportunities to share with membership.. • Public Ambassador for the City of Kenai — maintain close files and relationships with the City elected officials and City administration, • Community Collaboration —Atin partnership with history, arts and cultural organizations to promote and preserve the history arts and culture of Kenai to enhance quality of life: and economic development. Current- community partners include: o Russian Orthodox Church o Kenaitze Indian .Tribe o Kenai Fine Arts Center o Kenai Potter Guild o Kenai. Performers o Kenai Performing Arts Society o Triunrverate Theatre o Kenai Historical 35 o World .Music for the Kenai o The Kenai National Wildlife Refuge a Kenai Watershed Forum o Keen Eye Birders STATE PARTNERS: a Alaska State Museum G The Pratt Museum • The Alaska Historical. Society • The Anchorage Museum m The Anchorage International Film Festiv et Maintain and •cent inueto cultivate relations with the Patrons of the •Kenai .Visitors & Cultural Center (501,c 3) for the purpose of assistance in funding promoting the. Centers focus on local history, arts and culture. o See attached Memorandum of Understanding between the Kenai Convention &Visitors Bureau and the Patrons of the. Kenai Visitors& CufturaI Center. Maintain and cultivate relations with current and potential Grant Runde including: o The RasmusonFoundation o The Alaska State Council on the Arts o The Alaska State Museum o Museums Alaska o The Humanities Forum o ConocoPhillips o Tesoro Alaska o Homer Electric Association 36 Kenai Chamber &aVisltors o u Protected Revenues City of Kenai $125000 Fundraising/Sponsorship 5140000, Old Town Biaga $50,000. Membership $70,000 Retail Sales $60,000 Luncheons 525,000 Ad Sales 520;000 Peaky Rent2( 510,000 $7,007 5507,000 Saturday Market TOTAL Projected Exspenses COGS Salaries ' &Wages 540,000 Salary Executive Director 555000 Wage- Membershp Coordinator $33000 Wage -Event Coordinator $33,000 Wag tor Se re &es Coordinator $35,000 Wage- Programs & Exhibit Coordinator $35,000 Wage - Visitbr Services (Seasonal) $10,000 Payroll Taxes &Benefits SocialSecurity $15;000 Medicare 53,000 FUTA 52,000 SUTA $2$00 wises 560;000 Luncheon Exspenses 522,000 Advertising 540,000 Rec Guide Exspenses $18,000 Scholorships 58,000 C`enerul Exspenses Accounting 55,000 Insurance $3,000 Notre Insurance $2,500 •a'am.ahows wet etrnd »witditan dananebn mi:herrna garmn,min Office Supplies Telephone Postage Copier Equipment WebsiteMaintance Dues / Subscriptions Visitor GuideDistributton Trade Shows F; Staff Training travel TOTAL 56,000 W. astH :fincla,ne;WlabartknandATWMeah Nnadshow $7,500 •we.,onua.n vmhXX bnaahmarrto Arlee,/tem.xem.Visitor ommtinme Automat tow] ama a Wel] $61000 arweil at omhe nlaW Mare.,e Hwy system S6, 000 'MS EIaoohva'Clractonwtlnaed to trawl andannd sevens regtsratrenl €rent.adnnwtj tw,n as 52400. panttipaaelnkylttieeaydittas ansnea+iae, 52,000 •I orcOrNidt you with ' all :t of rho difkmm orgmiaativn ae• have menbe+.adpswa :Some ol'tAens )Ike $5;000 ATlt,aae'.ranw.r osily. 55;000 58,000 52:000 $2,000 52;500 5480;500 37 DATE: U1 1 SPECIAL USE PERMIT The CITY OF KENAI for the considerations and pursuant to the conditions and requirements set forth below hereby grants to: Kenai Chamber of Commerce, Inc. 402 Overland Avenue Kenai, AK 99611 hereinafter sometimes referred to as the PERMITTEE the right to that area described as: The east 24,500± square foot portion between the east curbl.ine and east property line of Lot 1, Gusty Subdivision, Addition No. 8, Kenai Recording District, according to Plat No. 91 -9, as designated on Attachment A, for the purpose of operating the Kenai of Chamber of Commerce, Inc. Office. 1. Term: This special use permit shall commence on the 1st day of July 2010 and shall extend to and through the 30th day of June 2015. 2. Permit Fees: The Perntittee shall not be charged a fee for the use or pr specified herein. V ege Right of Entry: Entry and occupancy is authorized as of the 1st day of July 2010. 4. Place and Time of Payments: All payments shall be made on or before the date due to the City of Kenai, City Administration Building, Kenai, Alaska, or by mailing to the following address' City of Kenai, 210 Fidalgo Avenue, Kenai, Alaska 9961 l -7794. 5. Use: The use by the Pennittee of the premises described above is limited to the purposes specified herein and is not intended to grant any exclusive use to the described premises unless otherwise provided above. This use is also subject to the reasonable administrative actions of the City of Kenai for the protection and maintenance of the premises and of adjacent and contiguous lands or facilities. Special Use Permit - Page 1 of 4 39 6. Forbearance: Failure to insist upon a strict compliance with the terms, conditions, and requirements herein contained, or referred to, shall not constitute or be construed as a waiver or relinquishment of the right to exercise such terms, conditions or requirements. 7. Indemnification and Insurance: Permittee covenants to save the City harmless from all actions, suits, liabilities, or damages resulting from or arising out of any acts of commission or omission by the permittee, his agents, employees, customers, invitees, or arising from or out of the Permittee's occupation, or use of the premises demised, or privileges granted, and to pay all costs connected therewith. Permittee, at the expense of Permittee, shall keep in force, during the term of this agreement, insurance issued by responsible insurance companies authorized to do business in Alaska, in forms, kinds and amounts as determined and directed by the City for the protection of City and /or Permittee. Insurance requirement hereunder shall be subject to the sole determination of the City. Said insurance may include, but need not he limited to insurance coverages commonly known as, or similar in kind to, public liability, products Liability, property damage, cargo, aircraft, fire, workmen's compensation, comprehensive, builders risk, and such other insurance coverage as deemed required in the sole determination of the City. All policies or endorsements thereto shall in all cases where possible name City as Additional Named Insured thereunder and shall contain a waiver of subrogation against the City. Upon approval by City of all insurance required, in the forms, kinds and amounts directed to be procured, Permittee shall deliver all policy originals or duplicate originals and endorsements thereto to the City for incorporation within this agreement as attachment thereto. In any event, Permittee is not to commence to exercise any of the rights and privileges granted under this agreement until such time as all insurance directed and required to be furnished. by Permittee is in full force and effect. Permittee expressly understands and agrees that any insurance protection furnished by Permittee hereunder shall in no way limit its responsibility to indemnify and save harmless Permittor under the provisions of this agreement. No policy of insurance shall be cancelled or amended with respect to the City without thirty (30) days written notice by registered or certified mail to City by the insurance company. Until otherwise directed in writing by the City Manager, Permittee shall provide certificates of insurance within thirty (30) days of the date hereof as follows: Comprehensive General Liability Combined Single Limit (Bodily Injury and Property Damage): $500,000 Workmen's Compensation - Statutory Limits Special Use Permit - Page 2 of 4 40 Notwithstanding anything to the contrary, if Permittee fails or neglects to secure required insurance or if said policy or policies are terminated, altered, or changed in any manner not acceptable to the City, then and in that event this lease may be cancelled and terminated, without penalty, on five (5) days written prior notice to Permittee. 8. Cancellation: City reserves the right to cancel this permit or to reassign Permittee to a different location on sixty (60) days written notice, either delivered in person to the authorized representative named herein or his replacement or by mail to the address set out above. Any or all personal or real property shall be removed at users expense upon cancellation or termination of this agreement. (If Lessee is a corporate -style entity) ATIEST: Ltifift Name Title Special Use Permit - Page 3 of 4 PERMITTOR: CITY OF KENAI PERMITTEE• 41 CHAMBER OF COMMERCE, INC. By: ,` _ Name Title STATE OF ALASKA THIRD JUDICIAL DISTRICT ) )ss TAIS IS TO CERTIFY that on this iv day of d VC(' , 2010, RICK KOCH, City Manager of the City of Kenai, Alaska, being personally lcnown to me or having produced satisfactory evidence of identification, appeared before me and acknowledged the voluntary and authorized execution of the foregoing instrument on behalf of said City. STATE OF ALASKA )ss THIRD JUDICIAL DISTRICT Notary Public for Alaska My Commission Expires: tM1004.vel i),;tr THIS IS TO CERTIFY that on this f day of V , 2010. 17%04464-} ✓II j /��11f (Name) ?P=32.1 Jr WI. (Title), KENAI CHAMBER OF COMMERCE, INC., being personally known to me or having produced satisfactory evidence of identification, appeared before me and acknowledged the voluntary and authorized execution of the foregoing instrument_ Return to: City of Kenai 210 Fidaigo Avenue Kenai, AK 99611 Special Use Permit - Page 4 of 4 Notary Public for Alaska My Commission Expires: 42 TE� Area = 1 /- 24,500 �E Sfanving desicie Mask rt's Nonpr 161 Klevin Street, Suite 101 Anchorage, AK 99508 Phone; (907) 743 -1200 Fax: (907) 276 -5014 February 8, 2012 To Whom It May Concern: The Foraker Group, Alaska's nonprofit association, conducts periodic research on the economics of the nonprofit sector. In our latest report, the Institute of Social and Economic Research found that there are over 7,000 nonprofit organizations in Alaska. That fact means that we have the highest density of organizations to staff and govern in the nation. In our opinion, that number of organizations is not sustainable. We simply do not have enough engaged citizens to serve on that many boards, especially when the Baby Boom generation begins to let go of those responsibilities over the next decade. As a result, our board asked me to present this data to audiences such as chambers and Rotaries throughout the state so leadership can determine how to address this eventual shortage. One option we suggest is the need for like minded organizations to consider integrated partnerships; even mergers. It was after one of those presentations we were approached by The Kenai Convention & Visitors Bureau and the Kenai Chamber of Commerce. They had already begun discussions about a potential partnership. They asked The Foraker Group to work with them on their options. You now know the result of those discussions. The Chamber and the Visitor Center have agreed to merge. We are now working on seven other such consolidations, but are certain that during the next 5 -10 years the demand will increase. Finding the right board is the number one challenge for nonprofits in Alaska; even more than finding operating capital. We applaud the Kenai Chamber's and Visitor Center's successful merger. They are a leading example of what we will soon see throughout the state. Yours truly, Dennis G. McMillian Sandra Modigh From: Joseph Rizzo [hereliesdrama @hotmail.comj Sent: Wednesday, February 15, 2012 11:10 AM To: mboyle @alaska.com Subject: to be read at the work session Mike, Would you read this at the work session tonight for me since I can't be there? Thanks so much. Joe Subject: Date: Tue, 14 Feb 2012 18:44:51 -0900 From: JRizzo©KPBSD.k12.ak.us To: hereliesdrama@hotmail.com Dear Council Members, I regret that I am out of town and cannot convey my thoughts to you in person regarding the Kenai Visitor and Cultural Center being transferred to the Kenai Chamber of Commerce. I know many competent and outstanding people in the Chamber. Apparently, none of them were asked to help with the transition because it was a debacle from start to finish. There was no transition plan, employees were treated poorly, and the executive director was completely kept out of the loop. It was a hostile and incredibly brazen take over. My fear is that the bungling of this transfer is the telltale signs that the Chamber is incapable of managing the facility effectively. It certainly will curtail the promotion of the arts in this community. Natasha and her staff did an outstanding job of facilitating the arts and providing real service to tourists and locals alike. My hope is that before the city council turns the reins permanently over to the chamber that they will consider how poorly the transition was handled and hold people accountable. If the Kenai Chamber is going to be trusted with this great public facility, let them bring some of their members on board that can manage it well. Obviously, the so called transition team has neither the people skills nor the organizational aptitude to ensure that the building is utilized well. I understand the position that the City Council is in: what other non - profit is going to take charge of the visitor's center? I don't know the answer to that but I hope that organizations in the community will at least be afforded the courtesy of bidding for the management of the facility. After such a destructive take over, certain individuals from the Chamber of Commerce should not be rewarded for running people over and making such a mess. Like I stated, there are many talented and professional people in the Kenai Chamber of Commerce. If the right people get involved with the management of the facility, I will rest well knowing that the Kenai Visitor and Cultural Center will continue to serve the tax payers of this community well. It's long past time to send in the Chamber's best people and I hope the City Council will make that a requisite part of the them being awarded the management contract for Kenai Visitor and Cultural Center Sincerely, Joe Rizzo 55761 Mentasta Ave Kenai, AK 99611 PUBLISHER'S AFFIDAVIT UNITED STATES OF AMERICA, STATE OF ALASKA 1ss: Denise Reece being first duly sworn, on oath deposes and says: That I am and was at all times here in this affidavit mentions, Supervisor of Legals of the Peninsula Clarion, a news- paper of general circulation and published at Kenai, Alaska, that the Council Work Session PO #96546 a printed copy of which is hereto annexed was published in said paper one each and every day for one successive and consecutive day in the issues on the following dates: February 14, 2012 r , SUBSCRIBED AND SWORN to me before is 14th day of February 2012 NOTARY PUBLIC in favor for the State of Alaska. My Commission expires 26- Aug -12 EU iC NOTICE Notice is hereby given;, the Kenai City Council will meet in a work session on Wednesday, February 15, 2012 to 'discuss the Kenai Convention and Visitors Bureau Inc and Kenai Chamber of Commerce Merger and the Facilities Management Agreement for the Kenai Visitors and Cultural Center. The work session will be held in the Kenai City Council Chambers located at 210 Fidalgo Avenue, Kenai, Alaska and will begin. at 5:30 p.m. The work session is open to the public. Contact the Kenai City Clerk's office at 2834535, tension 231 with questions. Sandra Modigh, City Clerk D135/211