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HomeMy WebLinkAboutAGENDA REPORT 2001 1219 CC REG ITEM 11Po -�Q MOORPARK CITY COUNCIL AGENDA REPORT: --.N TO: Honorable City Council FROM: Hugh R. Riley, Assistant City Managerj� DATE: December 7, 2001 (CC Meeting of 1/19/02) SUBJECT: CONSIDER APPROVAL OF THE 2002 AGREEMENT FOR SERVICES WITH THE MOORPARK CHAMBER OF COMMERCE BACKGROUND In past years, the City has contracted with the Moorpark Chamber of Commerce for the provision of business development services for Moorpark's local businesses, and for marketing services for Moorpark. Based on the original contract between the City and the Moorpark Chamber of Commerce for FY 1990 -91, the City agreed to provide funding to the Moorpark Chamber of Commerce towards the hiring of full time staff to help the Chamber to grow its membership and services. The original contract amount of $12,000 was specifically established to be a declining amount each year, with the assumption that the Moorpark Chamber of Commerce would grow into self - sufficiency. The last contract that the City entered into with the Moorpark Chamber of Commerce was for FY 1993 -94 for $3,000. In that contract, the minimum number of hours for staffing an open office were reduced from forty (40) hours per week to eighteen (18) hours per week (3 days, 6 hours per day) . Since that time, the City has continued to pay the Moorpark Chamber of Commerce on a "direct billing" basis for specific services, particularly for its own pages to be included in the annual "Moorpark Chamber of Commerce Business and Community Guide ". Honorable City Council December 7, 2001 Page 2 On October 18, 2001, the City received a request from the Moorpark Chamber of Commerce to renew regular annual payments to the Chamber. The Moorpark Chamber of Commerce agreed to consider utilizing a contract similar to prior contracts, whereby the City provides an annual amount, and the Chamber provides a list of services. DISCUSSION The proposed service agreement is attached for Calendar Year 2002 in the amount of $5,000, which is the same amount as was budgeted and paid the prior year, and is allocated in the FY 2001 -2002 budget. The major change to services sponsored by the City is the minimum number of hours for staffing an open office, which have been reduced from eighteen hours per week (three (3) days per week, six (6) hours per day) to twelve hours per week (three (3) days per week, four (4) hours per day). This reduction in hours is proposed in an effort to help the Moorpark Chamber of Commerce to reduce its costs. In addition, the Chamber will be asked to add one major event that will provide an opportunity for networking and promotional exposure for all sectors of business and industry in Moorpark. Services that remain the same are: publishing of a business and community directory that is mailed to all residences and businesses in Moorpark; and provision of business enhancement seminars, workshops and resource services to both the retail and commercial /industrial businesses in Moorpark. Normally, staff would recommend that payment under this service agreement be made monthly or at some point during the period covered. However, considering the recent activity and commitments required for events scheduled by the Moorpark Chamber of Commerce early in the year, staff recommends that funds provided by the City based on this agreement be released upon its approval by the City Council. Honorable City Council December 7, 2001 Page 3 STAFF RECOMMENDATION It is recommended that City Council: 1. Approve and authorize the City Manager to sign the 2002 Agreement for Services between the City of Moorpark and the Moorpark Chamber of Commerce. 2. Authorize funds provided by the City based on this agreement be released upon its approval by the City Council. 3 r -A 2002 AGREEMENT FOR SERVICES THIS AGREEMENT, made and entered into this 19th day of December, 2001 by and between the City of Moorpark, a municipal corporation located in the County of Ventura, State of California, hereinafter referred to as "CITY ", and the Moorpark Chamber of Commerce, a California Corporation, hereinafter referred to as "CHAMBER" W I T N E S S E T H WHEREAS, the City and Chamber have had an Agreement for Services for the previous three years; and WHEREAS, The City has budgeted $5,000.00 in Fiscal Year 2001/02 to fund activities and services provided by the Chamber. NOW, THEREFORE, The parties hereto do agree as follows: 1. Term of Agreement This agreement is effective January 1, 2002 and will continue in effect for twelve (12) consecutive months to December 31, 2002 unless sooner terminated as provided hereinafter. 2. Specific Services Chamber agrees to perform the services specified in Exhibit A. 3. Compensation The fees in full compensation to Chamber for the services rendered shall be as set forth in Exhibit A. 4. Termination This agreement may be terminated with or without cause by either party at any time with no less than 30 days written notice of such termination. f -" - *: 5. General Conditions A. City shall not be called upon to assume any liability for the direct payment of any salary, wage or other compensation to any person employed by Chamber performing services hereunder for City. B. Chamber is and shall at all times remain as to the City a wholly independent contractor. Neither the City nor any of its officers, employees, servants or agents shall exercise control over the conduct of Chamber or any of Chamber's officers, employees or agents, except as herein set forth. Chamber shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner employees of the City. C. Chamber agrees to submit to the City Manager: on or before August 1, 2002, a report describing the activities and results provided pursuant to this agreement for the six month period of January 1, 2002 through June 30, 2002; on or before February 1, 2003, a report describing the activities and results provided pursuant to this agreement for the six month period of June 30, 2002 through December 31, 2002; and, a report describing the activities for each succeeding six month period if this agreement is continued after December 31, 2002. D. Chamber shall hold harmless, indemnify and defend the City and its officers, employees,' servants and agents serving as independent contractors in the role of City Manager, Deputy City Manager, Director of Community Development or City Attorney from any claim, demand, damage, liability, loss, cost or expense, for any damage whatsoever, including but not limited to death or injury to any person and injury to any property, resulting from misconduct, negligent acts, errors or omissions of Chamber or any of its officers, employees or agents in the performance of this agreement, except such damage as is caused by the sole negligence of the City or any of its officers, employees, servants or agents. 2 The City does not, and shall not, waive any rights that it may have against Chamber by reason of Paragraph E hereof, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this agreement. This hold harmless and indemnification provision shall apply regardless of whether or not said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense described in Paragraph E hereof and whether or not any claim, demand, damage, liability, loss, cost or expense described in Paragraph E is covered by insurance. E. Chamber shall secure from a good and responsible company or companies doing insurance business in the State of California, pay for, and maintain in full force and effect for the duration of this agreement those policies of insurance required by this paragraph and shall furnish to the City Clerk of the City certificates of said insurance on or before the commencement of the term of this agreement. Notwithstanding any inconsistent statement in any of said policies or any subsequent endorsement attached hereto, the protection offered by the policies shall: 1) Name the City and its officers, employees, servants and agents serving as independent contractors in the role of City Manager, Assistant City Manager, Director of Community Development, City Attorney, or other official position as additional insured with Chamber. 2) Insure the City and its officers, employees, and agents while acting in the scope of their duties under this agreement against all claims, demands, damages, liabilities, losses, costs or expenses arising from, or in any way connected with, the performance of this agreement by Chamber or the City. 3) Bear an endorsement or have attached a rider whereby it is provided that, in the event of cancellation or amendment of such policy for 3 �._ any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than ten (10) days before the cancellation or amendment is effective. Chamber shall give City ten (10) days written notice prior to the expiration of such policy. 4) Be written on an Occurrence Basis. F. Consistent with the provisions of Paragraph E, Chamber shall provide general public liability including property damage insurance in an amount not less than one million dollars ($1,000,000.00) per occurrence and annual aggregate. G. Consistent with the provisions of Paragraph E, Chamber shall provide workers' compensation insurance as required by the California Labor Code. If any class of employees engaged by Chamber in work under this agreement is not protected by the workers' compensation law, Chamber shall provide adequate insurance for the protection of such employees to the satisfaction of the City. H. It is understood and acknowledged by the parties that Chamber is uniquely qualified to perform the services provided for in this agreement. Chamber shall not assign this agreement, or any of the rights, duties or obligations hereunder. I. Payment to Chamber shall be made by City in accordance with the applicable provisions of Exhibit A. J. Any notice to be given pursuant to this agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: 4 To: City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 ATTN: City Manager To: Moorpark Chamber of Commerce 225 West Los Angeles Avenue Moorpark, CA 93021 ATTN: Chair of the Board Either party may, from time to time, by written notice to the other, designate a different address that shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or upon deposit in the United States mail. K. Nothing contained in this agreement shall be deemed, construed or represented by the City or Chamber or by any third person to create the relationship of principal or agent, or of a partnership, or of a joint venture, or of any other association of any kind or nature between the City and Chamber. L. This agreement constitutes the entire agreement of the parties concerning the subject matter hereof and all prior agreements or understandings, oral or written, are hereby merged herein. This agreement shall not be amended in any way except by a writing expressly purporting to be such an amendment, signed and acknowledged by both of the parties hereto. M. No waiver of any provision of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding, unless executed in writing by the party making the waiver. N. In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this agreement or as a result of any alleged 5 A� a ..r breach of any provision of this agreement, the prevailing party shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgement or decree rendered in such a proceeding shall include an award thereof. O. Cases involving a dispute between the City and Chamber may be decided by an arbitrator if both sides agree in writing, with costs proportional to the judgement of the arbitrator. P. This agreement is made, entered into, executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions or covenants referred to herein shall be filed in the applicable court in Ventura County, California. Q. The captions and headings of the various Articles and Paragraphs of this agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles and Paragraphs hereof. R. In the performance of the terms of this Agreement, Chamber agrees that it will not engage in, nor permit such subcontractors as it may employ, to engage in discrimination in employment of persons because of the age, race, color, sex, national origin or ancestry, or religion of such persons. 6. Responsible Individual The individual directly responsible for Chamber's overall performance of the agreement provisions herein above set forth and to serve as principal liaison between City and Chamber shall be the Chair of the Board. Upon mutual written agreement of the parties, other individuals may be substituted in the above capacity. 6 7. City's Agent The Moorpark City Manager, or his designee, shall have the right to review all work to be performed by the Chamber pursuant to this agreement, and shall be the City's agent in this matter. City of Moorpark: Steven Kueny City Manager ATTEST: Deborah S. Traffenstedt City Clerk 7 Moorpark Chamber of Commerce: Scott Thomas Green Chair of the Board Exhibit A SPECIFIC SERVICES AND COMPENSATION In addition to the attached Agreement for Services, Chamber agrees as follows: 1. To provide and maintain for the duration of the Agreement a minimum of 3 days per week, 4 hours per day paid staffing and an answering machine or service to receive messages when the office is closed to coordinate Chamber activities, including Chamber sponsored community events; responding to public inquiries; and other Chamber responsibilities as determined by Chamber. 2. Within the term of the Agreement, publish a business and community directory of all known businesses in the City, regardless of Chamber membership, and provide for general distribution of 7500 copies of the directory to City residences and businesses without charge. Chamber may utilize information from City's business registration program to augment this effort and shall provide information to verify data. The City shall have final editorial authority for any contents of a publication that pertain to the City, its projects, activities and programs including any and all photographs to be published. 3. Sponsor the following activities or events: • Seminars, workshops and resource services to enhance and promote the retail business sector of Moorpark • Sponsor activities that serve to promote the commercial /industrial sector of Moorpark • Sponsor a major event to provide networking and promotional exposure opportunities for all sectors of business and industry in Moorpark. 5. Recognize City co- sponsorship or support of any of these events in promotional literature and other public information. City agrees as follows: 1. Provide information to Chamber from City's business registration listing and other information on an as needed basis about City activities and projects 2. Provide the Chamber a payment of $5,000 upon execution of this agreement by both parties by January 31, 2002, unless otherwise approved by the City Council.