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HomeMy WebLinkAboutAG RPTS 2010 0616 RDA REGJESTABLISHED SAM It IN? Resolution No. 2010 -227 P!' QF REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK REGULAR MEETING AGENDA WEDNESDAY, JUNE 16, 2010 7:00 P.M. Moorpark Community Center 799 Moorpark Avenue 1. CALL TO ORDER: 2. ROLL CALL: 3. PUBLIC COMMENT: 4. REORDERING OF, AND ADDITIONS TO, THE AGENDA: 5. CONSENT CALENDAR: (ROLL CALL VOTE REQUIRED) A. Consider Minutes of Special Meeting of May 27, 2010 Staff Recommendation: Approve the minutes. B. Consider Resolution Adopting an Operating and Capital Improvements Budget for the Moorpark Redevelopment Agency for Fiscal Year 2010/2011. Staff Recommendation: Adopt Resolution No. 2010- ROLL CALL VOTE REQUIRED (Staff: Steven Kueny) All writings and documents provided to the majority of the Agency regarding all open- session agenda items are available for public inspection at the City Hall public counter located at 799 Moorpark Avenue during regular business hours. The agenda packet for all regular Redevelopment Agency meetings is also available on the City's website at www.ci.mooroark.ca.us. Any member of the public may address the Agency during the Public Comments portion of the Agenda, unless it is a Public Hearing or a Presentation /Action/ Discussion item. Speakers who wish to address the Agency concerning a Public Hearing or Presentations /Action /Discussion item must do so during the Public Hearing or Presentations /Action/ Discussion portion of the Agenda for that item. Speaker cards must be received by the City Clerk for Public Comment prior to the beginning of the Public Comments portion of the meeting; for a Presentation/Action /Discussion item, prior to the Chair's call forspeaker cards foreach Presentation /Action/ Discussion agenda item; and for a Public Hearing Rem, prior to the opening of each Public Hearing, or beginning of public testimony for a continued hearing. A limitation of three minutes shall be imposed upon each Public Comment and Presentation /Action /Discussion item speaker. A limitation of three to five minutes shall be imposed upon each Public Hearing item speaker. Written Statement Cards may be submitted in lieu of speaking orally for open Public Hearings and Presentation /Action /Discussion items. Any questions concerning any agenda item may be directed to the City Clerk's office at 517 -6223. Redevelopment Agency Agenda June 16, 2010 Page 2 5. CONSENT CALENDAR: (continued C. Consider Resolution Adopting Loan Agreement between the City of Moorpark and the Moorpark Redevelopment Agency. Staff Recommendation: Adopt Resolution No. 2010- ROLL CALL VOTE REQUIRED (Staff: Ron Ahlers) D. Consider Agreement with L J Stevens for Theater Management Services. Staff Recommendation: Approve agreement with L.J. Stevens for theater management services for a one -year period beginning July 1, 2010, subject to final language approval by Executive Director and Agency Counsel. (Staff: David Moe) 6. CLOSED SESSION: A. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Subdivision (b) of Section 54956.9 of the Government Code: (Number of cases to be discussed - 4) B. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Initiation of litigation pursuant to Subdivision (c) of Section 54956.9 of the Government Code: (Number of cases to be discussed - 4) C. CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Pursuant to Government Code Section 54956.8) Property: 450 High Street (APN 512 -0- 082 -02 & 03) Agency Negotiator: Redevelopment Agency of the City of Moorpark - Steven Kueny, Executive Director Negotiating Parties: Jim Clark Under Negotiation: Price and terms of sale 7. ADJOURNMENT: In compliance with the Americans with Disabilities Act, if you need special assistance to review an agenda or participate in this meeting, including auxiliary aids or services, please contact the City Clerk's Division at (805) 517 -6223. Upon request, the agenda can be made available in appropriate alternative formats to persons with a disability. Any request for disability- related modification or accommodation should be made at least 48 hours prior to the scheduled meeting to assist the City staff in assuring reasonable arrangements can be made to provide accessibility to the meeting (28 CFR 35.102- 35.104; ADA Title II). Redevelopment Agency Agenda June 16, 2010 Page 3 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss CITY OF MOORPARK ) AFFIDAVIT OF POSTING I, Maureen Benson, declare as follows: That I am the Assistant City Clerk of the City of Moorpark and that a notice for a Regular Meeting of the Redevelopment Agency of the City of Moorpark to be held Wednesday, June 16, 2010, at 7:00 p.m. in the Council Chambers of the Moorpark Community Center, 799 Moorpark Avenue, Moorpark, California, was posted on June 11, 2010, at a conspicuous place at the Moorpark Community Center, 799 Moorpark Avenue, Moorpark, California. I declare under penalty of perjury that the foregoing is true and correct. Executed on June 11, 2010. Maureen Benson, Assistant City Clerk CITY OF MOORPARK, CALIFORNIA Redevelopment Agency Meeting ITEM 5.A. Of ACTION: 01011140 ES OF THE SPECIAL MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK BY. gr�� Moorpark, California May 27, 2010 A Special Meeting of the Redevelopment Agency of the City of Moorpark was held on May 27, 2010, in the Community Center of said City located at 799 Moorpark Avenue, Moorpark, California. 1. CALL TO ORDER: Chair Parvin called the meeting to order at 6:03 p.m. and announced that Item 4.A. would be heard concurrently with Item 4.A. on the City Council Meeting agenda. 2. ROLL CALL: Present: Agency Members Mikos, Millhouse, Pollock, Van Dam, and Chair Parvin. Staff Present: Steven Kueny, Executive Director; Hugh Riley, Assistant Executive Director; David Moe, Redevelopment Manager; Deborah Traffenstedt, Agency Secretary, and Maureen Benson, Assistant Agency Secretary 3. PUBLIC COMMENT: None. AT THIS POINT in the meeting, Item 4.A. was heard concurrently with Item 4.A. on the City Council Meeting agenda. 4. PRESENTATION /ACTION /DISCUSSION: A. Consider Proposed Operating and Capital Improvements Budget for the Fiscal Year 2010/11. Staff Recommendation: Discuss proposed budget for Fiscal Year 2010/11. Refer to City Council Special Meeting Minutes for May 27, 2010, for discussion pertaining to this item. CONSENSUS: It was the consensus of the Agency to accept the recommendations as outlined by the Executive Director and to schedule the budget adoption for June 16, 2010. 1 Minutes of the Redevelopment Agency Moorpark California Page 2 May 27, 2010 5. CLOSED SESSION: None was held. 6. ADJOURNMENT: Chair Parvin adjourned the Redevelopment Agency meeting at 8:15 p.m. Janice S. Parvin, Chair ATTEST: Maureen Benson Assistant Agency Secretary 2 ITEM 5.13. CITY OF MOORPARK, CALIFORNIA Redevelopment Agency Meeting vf_ AC'nON: MOORPARK REDEVELOPMENT AGENCY a0 0 AGENDA REPORT — BY. TO: Honorable Board of Directors FROM: Steven Kueny, Executive Director BY: Ron Ahlers, Finance Director VU DATE: June 1, 2010 (MRA Meeting of June 16, 2010) SUBJECT: Consider Resolution Adopting an Operating and Capital Improvements Budget for the Moorpark Redevelopment Agency for the Fiscal Year 2010/2011 DISCUSSION On May 19, 2010 the City Manager /Executive Director presented to the Board of Directors his recommended Operating and Capital Improvements Budget for the Fiscal Year 2009/2010. The Agency Board of Directors held a public meeting on the budget during a study session on May 27, 2010. The Board of Directors made changes to the recommended Agency Budget by reducing the appropriation for the Workers Compensation Insurance premium ($4,626) and the General Liability Insurance premium ($1,575). Staff recommends that the Board of Directors adopt the attached resolution. The final budget document has been provided to the City Council under separate cover as well as made available to the public on the City's Home Page, at City Hall and the Moorpark Library. STAFF RECOMMENDATION (Roll Call Vote) Adopt Resolution No. 2010 - Attachment: Resolution No. 2010- 3 RESOLUTION NO. 2010- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, ADOPTING THE OPERATING AND CAPITAL IMPROVEMENT BUDGET FOR THE MOORPARK REDEVELOPMENT AGENCY FOR THE FISCAL YEAR 2010/2011 WHEREAS, on May 19, 2010 the City Manager /Executive Director's Recommended Budget for Fiscal Year 2010/2011 was submitted to the City Council and Agency Board of Directors for its review and consideration; and WHEREAS, the Board of Directors has provided the opportunity for public comment at a public meeting held on May 27, 2010, and conducted detailed review of expenditure proposals; and WHEREAS, as the result of the reviews and analysis, expenditure proposals and revenue projections have been modified as needed. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Operating and Capital Improvements Budget for Fiscal Year 2010/2011 (beginning July 1, 2010) for the City of Moorpark Redevelopment Agency containing operating and capital expenditures and anticipated revenues as identified in Exhibit "A" to this resolution, attached hereto and incorporated herein, shall be adopted as the City of Moorpark Redevelopment Agency's Operating and Capital Improvements Budget for Fiscal Year 2010/2011. SECTION 2. The Executive Director is authorized to amend the capital improvement budget for the Fiscal Year 2010/2011 at the conclusion of the Fiscal Year 2009/2010 when a final accounting of project costs during the Fiscal Year 2009/2010 is complete and continuing appropriations are determined, as long as the total project appropriation authorized by the Board of Directors is not exceeded. SECTION 3. The Executive Director is authorized to approve appropriation transfers within departments and within individual funds as required to provide efficient and economical services, as long as the total department appropriation and fund appropriation authorized by the Board of Directors is not exceeded. n Resolution No. 2010 - Page 2 SECTION 4. Except as otherwise provided in this resolution, amendments to appropriations in the Fiscal Year 2010/2011 Operating and Capital Improvements Budget shall require Board action by resolution. SECTION 5. The Executive Director is authorized to make such emergency appropriations as may be necessary to address emergency needs of the Agency, provided that the appropriation is presented to the Board of Directors at its next regular meeting for ratification. SECTION 6. Administrative and planning expenditures, including direct salaries, indirect overhead charges, and other similar costs, are necessary for the production, improvement, and preservation of low- and moderate - income housing. SECTION 7. The Agency Secretary shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 16th day of June, 2010. Janice Parvin, Chair ATTEST: Deborah S. Traffenstedt, Agency Secretary Attachment: Exhibit "A" 5 Resolution No. 2010 - Page 3 Exhibit A Operating and Capital Improvements Budget For the Moorpark Redevelopment Agency Fiscal Year 2010/2011 Provided Separately ITEM 5.C. -;;1T`d OF MOORPARK, CALIFORNIA Redevelopment Agency Meeting ACT10Af: O MOORPARK REDEVELOPMENT AGEN @Y( Aw. - AGENDA REPORT TO: Honorable Board of Directors FROM: Ron Ahlers, Finance Director -i- DATE: May 26, 2010 (MRA Meeting of June 16, 2010) SUBJECT: Consider Resolution Adopting Loan Agreement between the City of Moorpark and the Moorpark Redevelopment Agency BACKGROUND The California Health and Safety Code on Community Redevelopment Law Section 33601 allows redevelopment agencies to borrow funds from the state or federal government or any other public agency for any redevelopment project within its area of operation for any purposes allowed by this section and may comply with any conditions of such loan. Several times since the creation of the Moorpark Redevelopment Agency, the Agency has borrowed funds from the City of Moorpark for specific purposes. All loans have been repaid by June 30th of each fiscal year. DISCUSSION For FY 2010/2011, the Agency has budgeted approximately $22.3 million in expenditures, including $15.5 million for capital improvements. While the Agency's annual revenues and existing fund balances are sufficient to finance these expenditures, it is our practice for all expenditures to be paid by the City and then these "advances" are repaid by the Agency. This is a common practice intended to comply with state laws that require Redevelopment Agencies to incur debt and to assist with Agency cash flow. Additionally, the Agency's cash flow has been negatively impacted by the taking of redevelopment tax increment by the State of California. In May 2010, the Agency paid the State $1,925,105 which reduced the cash position of the Agency. This negative cash flow will be repeated in May 2011 when an additional $395,966 is paid to the State. Therefore, the need for this $5 million loan is even greater this year. Staff is recommending a loan from the City to the Agency in the amount of $5.0 million as an advance for anticipated operating and capital expenditures for the coming year. The Agency would be charged a rate equal to the rate earned on investments (the 7 Honorable Agency Board of Directors June 16, 2010 Page 2 higher of "LAIF" or the Ventura County Pool) plus 1%; currently this would be approximately 2.6 %. The loan would be provided by the City's Special Projects Fund, which will have sufficient cash available, and would be due no later than June 30, 2011. STAFF RECOMMENDATION (Roll Call Vote) Adopt Resolution No. 2010 - Moorpark. Attachment: Resolution No. 2010 - Loan Agreement , approving a Loan Agreement with the City of RESOLUTION 2010- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, ADOPTING A LOAN AGREEMENT BETWEEN THE CITY OF MOORPARK AND THE MOORPARK REDEVELOPMENT AGENCY WHEREAS, the City of Moorpark has agreed to advance funds from the Special Projects Fund (4004) to the Moorpark Redevelopment Agency in accordance with the terms of a Loan Agreement dated July 1, 2010; and WHEREAS, the Moorpark Redevelopment Agency has agreed to accept the terms and conditions of the Loan Agreement dated July 1, 2010. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Loan Agreement between the City of Moorpark and the Moorpark Redevelopment Agency dated July 1, 2010, and attached as Exhibit "A" to this resolution, is hereby adopted. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 16th day of June, 2010. Janice S. Parvin, Chair ATTEST: Deborah S. Traffenstedt, Agency Secretary Attachment: Exhibit "A" 9 EXHIBIT "A" LOAN AGREEMENT THIS LOAN AGREEMENT is entered into this 1st day of July, 2010, by and between the City of Moorpark ( "City ") and the Moorpark Redevelopment Agency ( "Agency "). RECITALS WHEREAS, the Agency was created by Ordinance 87, adopted by the City Council on March 18, 1987, for the purpose of eliminating blighted conditions within specified project areas; and WHEREAS, in support of its mission, the Agency is developing and implementing plans to acquire and construct certain public facilities; and WHEREAS, the Agency has determined that, in order to undertake this redevelopment project, temporary financial assistance in the form of a loan is required from the City of Moorpark; and WHEREAS, Section 33600 et. seq. of the California Community Redevelopment Law authorizes the Agency to borrow money or accept financial or other assistance from the City. COVENANTS NOW, THEREFORE, THE CITY AND AGENCY AGREE AS FOLLOWS: SECTION 1. Amount and Use of Loan. The City, from its Special Projects Fund, will advance to the Agency the amount of $5,000,000 (five million dollars). Agency agrees to use such loan proceeds only for those purposes set forth in the Health and Safety Code and approved by the Agency. SECTION 2. Repayment of Funds. The Agency will repay this loan, both principal and interest, in full on or before June 30, 2011, unless extended by amendment to this Agreement. SECTION 3. Interest Payment. This loan will bear interest at a rate equivalent to the rate earned by City investments in the Local Agency Investment Fund or the Ventura County Poll, whichever is greater, plus one percent. SECTION 4. Obligation Constitutes Indebtedness. This loan agreement shall constitute an obligation and debt of the Agency to use all available increment revenue to repay the City. Such indebtedness shall be subordinate to any and all other Agency indebtedness incurred by the Agency, including indebtedness incurred through the issuance of tax allocation notes or bonds or any other bonds of the Agency. 10 Loan Agreement, Page 2 July 1, 2010 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MOORPARK REDEVELOPMENT AGENCY CITY OF MOORPARK Janice S. Parvin, Chair ATTEST: Deborah S. Traffenstedt, Agency Secretary Steven Kueny, City Manager Deborah S. Traffenstedt, City Clerk 11 To: From: Date: Subject: MOORPARK REDEVELOPMENT AGENDA REPORT Honorable Agency Board of Directors ITEM 5.13. 1TY OF MOORPARK, CALIFORNIA Redevelopment Agency Meeting ,%-►ro -x010 ICY:._ David C. Moe II, Redevelopment Manager; - - June 4, 2010 (Agency Meeting of 06/16/10) Consider Contract for Theater Management Services BACKGROUND The Redevelopment Agency of the City of Moorpark acquired the High Street Arts Center ( "HSAC ") on August 1, 2005, in an effort to preserve a venue for live performances in the downtown. On April 26, 2006 the Agency Board approved the retention of an independent contractor to manage the HSAC and produce a theater season. The contract had a one -year term that expired on June 30, 2007. On June 20, 2007, the Agency Board approved a second contract for theater management services that expired on June 30, 2008. The Agency conducted an 18- and 22 -month review of the performance of the HSAC and on June 18, 2008, authorized staff to execute a third contract with the incumbent contractor, which expired on June 30, 2009. On June 16, 2009, the Agency Board approved a fourth contract for theater management services that will expire on June 30, 2010. DISCUSSION The HSAC has been operating with the theater manager model for four years. Staff is recommending extending the Theater Manager's contract for an additional one -year period. The monthly compensation to the consultant will remain $5,227.00. Attachment 1 is a draft Agreement for Professional Services between the Agency and L.J. Stevens. The agreement remains in substantially the same form as the last agreement. FISCAL IMPACT Staff has included $62,724.00 in the proposed 2010/2011 Agency Budget to fund this contract. 12 Honorable Agency Board of Directors June 16, 2010 Page 2 STAFF RECOMMENDATION Approve contract for theater management services for a one -year period beginning July 1, 2010, subject to final language approval by Executive Director and Agency Counsel. Attachment 1 Draft Agreement for Professional Services 13 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into this day of , 2010, between the Moorpark Redevelopment Agency, hereinafter referred to as "AGENCY ", and L.J. Stevens, hereinafter referred to as "CONSULTANT'. WITNESSETH: WHEREAS, AGENCY has a need for certain management services; and WHEREAS, AGENCY desires to contract for such services with a private consultant; and WHEREAS, AGENCY wishes to retain CONSULTANT for the performance of said services. NOW, THEREFORE, in consideration of the mutual covenants, benefits and premises herein stated, the parties hereto agree as follows: AGENCY does hereby appoint CONSULTANT in a contractual capacity to perform the services in accordance with the terms and conditions hereinafter set forth and with the authorities and responsibility ordinarily granted to this type of consultant work. 1. COMPENSATION AND SERVICES The fees in full compensation to CONSULTANT for the services rendered, and an initial list of assignments for which services shall be provided, shall be as set forth in Exhibit "A ", Administrative and Management Services for the High Street Arts Center located at 45 High Street hereafter referred to as "Center ". CONSULTANT shall submit payment requests on a monthly basis. 11. TERMINATION This Agreement will terminate on June 30, 2011, unless earlier terminated with or without cause by either party at any time with no less than (10) days written notice to CONSULTANT by AGENCY and no less than thirty (30) days written notice. to AGENCY by CONSULTANT. In the event of an early termination, CONSULTANT shall be compensated for such services up to the date of termination. Such compensation for work in progress shall be limited to actual services performed. III. GENERAL CONDITIONS A. AGENCY 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 CONSULTANT performing services hereunder for AGENCY. 14 by CONSULTANT performing services hereunder for AGENCY. B. CONSULTANT is and shall at all times remain as to AGENCY a wholly independent contractor. Neither AGENCY nor any of its officers, employees, servants, or agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's officers, employees, or agents, except as herein set forth. C. At the time of termination of this Agreement, all Agency files including but not limited to original documents, designs, drawings, reports, logos, Compact Disk's, computer files, notes or other related materials, whether prepared by CONSULTANT or his /her subcontractor(s), or obtained in the course of providing the services to be performed pursuant to this Agreement shall be given to AGENCY upon 24 hours notice. D. CONSULTANT shall hold harmless and indemnify AGENCY and its officers, employees, servants, and agents 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, of CONSULTANT or any of its officers, employees, or agents in the performance of this agreement, except such damage as is caused by the negligence of AGENCY or any of its officers, employees, servants, agents or others not under the control of CONSULTANT. AGENCY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by AGENCY, or the deposit with AGENCY, of any insurance policy or certificate required pursuant to this agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. E. In the event CONSULTANT hires employees other than officers, then CONSULTANT shall provide workers' compensation insurance as required by the California Labor Code. If any class of employees engaged by CONSULTANT in work under this agreement is protected by the workers' compensation law, CONSULTANT shall provide adequate insurance for the protection of such employees to the satisfaction of the AGENCY. F. CONSULTANT shall provide the Agency with a Certificate of Insurance showing proof of automobile liability and property damage insurance coverage for limit amounts of $300,000 per accident and $100,000 each person. Said Insurance Certificate shall name the Agency as "Also Insured ". CONSULTANT shall not be required to provide any other insurance coverage to the Agency. G. CONSULTANT shall not assign this Agreement or any of the rights, duties, or obligations hereunder. It is understood and acknowledged by the parties that 2 15 CONSULTANT is uniquely qualified to perform the services provided for in this agreement. H. Payment to CONSULTANT shall be made by AGENCY within 30 days of receipt of invoice, except for those which are contested or questioned and returned by AGENCY, with written explanation within 30 days of receipt of invoice. CONSULTANT shall provide to AGENCY a written response to any invoice contested or questioned and further, upon request of AGENCY, provide AGENCY with any and all documents related to any invoice. CONSULTANT shall submit the monthly invoice no later than the Monday before the third Wednesday of the month. 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 who intended as follows: To: Moorpark Redevelopment Agency Attn: Executive Director 799 Moorpark Avenue Moorpark, CA 93021 To: L.J. Stevens P.O. Box 940426 Simi Valley, CA 93064 Either party may, from time to time, by written notice to the other, designate a different address, which 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. Nothing contained in this Agreement shall be deemed, construed, or represented by AGENCY or CONSULTANT 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 AGENCY and CONSULTANT. J. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereto and all prior written 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. K. Should interpretation of this Agreement, or any portion thereof be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that a party prepared the Agreement or caused it to be prepared. - -3 -- 16 L. No waiver of any provision of this Agreement shall be deemed, or shall 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. M. 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 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 judgment or decree rendered in such a proceeding shall include an award thereof. N. Cases involving a dispute between AGENCY and CONSULTANT may be decided by an arbitrator if both sides agree in writing to arbitration and on the arbitrator selected, with costs proportional to the judgment of the arbitrator. O. 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 to herein, shall be filed in the applicable court in Ventura County, California. P. 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. Q. CONSULTANT agrees that she has no interest, nor shall she acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder. CONSULTANT further agrees that she has not contracted with nor is performing any services directly or indirectly, with the developer(s) and /or property owner(s) and /or firm(s) and /or partnerships and /or public agencies owning property and /or processing an entitlement application for property in the City of Moorpark or its Area of Interest, and further agrees that she shall provide no service or enter into any agreement with any developer(s) and /or property owner(s) and /or firms(s) and /or partnership(s) and /or public agency(ies) owning property and /or processing an entitlement application for property in the City of Moorpark or its Area of Interest, prior to completion of the term of this Agreement. With the exception of Section 1 of this Agreement, neither CONSULTANT nor any member of her immediate family shall have any economic interest, or acquire or receive any economic interest, directly or indirectly in any manner or degree arising out of the performance of this Agreement, including, but not limited to, economic interests in any performance or production at the theater during the term of this Agreement. CONSULTANT further agrees she shall provide no service or enter into any --4-- 17 agreement with any individual or entity that has an agreement to provide services, materials, or equipment to AGENCY or City of Moorpark or that rents the Center from the Agency or is involved in any manner with a performance or production at the Center without the prior written consent of the Executive Director. CONSULTANT also agrees she will not accept a gift from any person or entity doing business with the Agency, City of Moorpark or involved in any manner with a performance or production at the Center. For purposes of this Agreement, a gift is defined as provided for in Government Code Section 87300 es seq. and Title 2, Division 6, California Code of Regulations, Section 18730 and amendments or supplementary thereto. R. CONSULTANT agrees that she shall not provide a reference or response to personnel and work experience related inquiries pertaining to any current or prior employees of AGENCY and shall refer all such matters to the AGENCY's Human Resources office. S. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. T. CONSULTANT shall provide monthly progress reports to the Agency detailing the CONSULTANT'S activities. U. The Agency Executive Director or designee is the Executive Producer of the Center. The Executive Producer or designee shall approve all performances at the Center and accompanying staffing, materials and advertising, as detailed in the production budget, prior to any work commencing for the production. The Executive Producer shall also have the authority to lease the Center to other individuals or entities for a single production or theater season. Exhibition of adult type motion pictures that are rated NC -17 "X ", "XX", or "XXX" or higher as such ratings are now or hereafter in effect, or similarly rated under any other rating system is not allowed. Motion pictures that are not rated may be allowed after preview by the CONSULTANT and Agency's representative for confirmation the motion picture does not fall within the ratings referenced above. IV. RESPONSIBLE INDIVIDUAL The individual directly responsible for CONSULTANT'S overall performance of the Agreement provisions herein above set forth shall be L. J. Stevens. The individual directly responsible for the AGENCY shall be the Executive Director or his /her designee. - -5 -- 18 V. EFFECTIVE DATE AND IMPLEMENTATION DATE The effective date of the Agreement shall be July , 2010. Moorpark Redevelopment Agency CONSULTANT as Steven Kueny L. J. Stevens Executive Director Date Date ATTEST: Deborah S. Traffenstedt Agency Secretary --6-- 19 EXHIBIT A ADMINISTRATIVE AND MANAGEMENT SERVICES A. Services The following services ( "SERVICES ") are to be performed by the CONSULTANT for management of the Center: 1. Assume management responsibility for services and activities of the Center including promotion and institutional development within Ventura County and adjacent regions; develop, produce, schedule and oversee all programming. 2. Manage and participate in the development and implementation of goals, objectives, policies, and priorities for programs; recommend and administer AGENCY approved policies and procedures. 3. Identify opportunities for improving service delivery methods and procedures; identify resource needs; review with appropriate AGENCY staff; implementation of improvements. 4. Plan, direct, coordinate, and review the work plan for the Center services and activities. 5. Submit all invoices to the AGENCY for approval and payment in accordance with the payment schedule, which may be amended at any time, provided to CONSULTANT by the AGENCY; CONSULTANT does not have the authority to spend AGENCY funds without prior approval by Executive Director or his designee. 6. Responsible for financial and operational auditing all productions and Center events and providing written reports to the Executive Director or his designee detailing expense and revenue of the Center. 7. Represent the Center to commissions, the community, service groups, and a variety of outside organizations and agencies. 8. Oversee, promote and coordinate specific activities within the Center; prepare program events and Center marketing material including news releases, flyers, schedules of events, pamphlets, and brochures. 9. Arrange /develop no less than four plays or musicals to produce or co- produce a theater season and other productions. 10. Arrange /develop, at limited out of pocket cost to the AGENCY, a theater camp for Moorpark youth consisting of no less than eight rehearsals and two performances. 11. Market Center for theatrical, movie and business rental possibilities. --7-- 20 12. Identify and recommend to AGENCY responsible vendor(s) for providing beer and wine sales at the Center. 13. Develop, at limited out of pocket cost to the AGENCY, one film festival /series consisting of no less than three movies. 14. Maintain an inventory of all the Center's equipment and property owned by the AGENCY. 15. Submit production budgets to the AGENCY for approval thirty (30) days prior to AGENCY's execution of any royalty /performance agreement. 16. Supervise independent contractors and volunteers working at the Center. 17. Solicit proposals from independent contractors to provide desired services at the Center; provide a recommendation to the Executive Director or his designee for a vendor to provide the desired service; CONSULTANT does not have the authority to enter into a contract on behalf of the AGENCY. 18. CONSULTANT does not have the authority to hire staff. 19. Participate in the development and administration of the Center's annual budget; participate in the forecast of funds needed for staffing, equipment, materials, and supplies, implement adjustments. 20. Recruit volunteers to assist with Center functions; all volunteers will be processed as volunteers to the City of Moorpark and final approval /selection of all proposed volunteers shall be determined by the Executive Director or his designee. 21. Work with various community groups and assist with coordination of the Center's participation in community celebrations and festivals in Moorpark. 22. Work with one or more outside theater company(ies) to explore the feasibility and possibly develop additional theater co- productions, separate from the season required to be developed under this Agreement. 23. Be responsible for opening the Center; providing onsite management during Center use; and securing the Center at all times. 24. Be responsible for advising the Executive Director or his designee of needed building and technical and repairs /replacement. 25. Submit proposed language of the Center's marquee to the Executive Director or his designee for approval. 26. Shall be responsible for answering all phone calls at the Center /Box Office either --8-- 21 personally or through approved staff and the returning of phone messages within one business day. 27. Attend regular meetings with the Executive Director or his designee. 28. Responsible for developing and implementing a program to sell advertising space in program brochures. 29. Assemble and maintain such records as are customarily maintained by a theater /facility management company. Such records shall at all times be the property of the Agency and shall be open for Agency inspection. 30. Shall maintain regular business hours at the Center as mutually agreed upon. B. Monthly Status Reports CONSULTANT shall provide the AGENCY a written Monthly Status Report detailing all Center activities no later than the third Wednesday of each month. C. Compensation AGENCY shall pay CONSULTANT $5,227.00 per month from the date the AGENCY issues the notice to proceed to June 30, 2011, for SERVICES unless this Agreement is sooner terminated as provided for in Section II of this Agreement. D. Performance Targets AGENCY shall periodically monitor the progress of work performed by the CONSULTANT based off of Performance Targets as described in Attachment I. Said monitoring shall be the responsibility of the Executive Director or his designee. E. General Provisions 1. Nature of Services: It is understood that CONSULTANT'S services are being provided to AGENCY using the best knowledge, experience and expertise of the CONSULTANT to efficiently manage the Center. However, CONSULTANT shall not be responsible for the accuracy, performance, or actions of the AGENCY, or other consultants, contractors, utilities, other public agencies or any other person(s). 2. Facilities and Clerical Assistance: AGENCY shall provide a work space and related office equipment (except for a computer) for CONSULTANT as deemed appropriate and clerical assistance for access and management of AGENCY records related to services provided by CONSULTANT. 3. Cell Phone: CONSULTANT, at her sole expense, shall maintain a cell phone with voice mail and paging capabilities and with a phone number within the 805 area code. - -9 -- 22 Attachment I Performance Targets 1. Explore other children theater programs in an effort to introduce Moorpark's youth to the Center and build further community involvement. 2. Explore additional musical competitions and continue outreach to the community and schools. 3. Offer the Center to local nonprofit organizations for fund raising events. 4. Have a promotional event taking place at the Center during Country Days targeting kids and families. 5. Continue beer and wine sales in cooperation with the Moorpark Foundation for the Arts. 6. Assist the Foundation for the Arts to raise funds to contribute $7,500.00 in the fifth season. 7. Create a new free promotional event (or series of events) for the Center. 8. Seek corporate sponsor or sponsors to continue the High Street Broadcast as a free event. 9. Produce a summer youth workshop in year five for Moorpark children. 10. Continue to include large blocks of time to provide opportunities for other theater groups to rent the Center to produce plays at the initiation of each season. 11. Rotate advertisements in area bargain periodicals to expand into the west San Fernando Valley and west Ventura County markets. 12. Continue pursuing Home Owners Association (HOA) ticket promotion opportunities. 13.lncrease partnership opportunities with Moorpark College for mutual promotion of student orientated events and involve youth. 14. Produce or Co- Produce 4 annual shows and continue to diversify programming. -- 10 -- 23