HomeMy WebLinkAboutAGENDA REPORT 1992 1216 CC REG ITEM 08OMOORPARK
799 Moorpark Avenue Moorpark, California 93021
M E M O R A N D U M
TO: The Honorable City Council
FROM: Steven Kueny, City Manager ff6
(805) 529 -6864
ACTION:
c.
DATE: December 11, 1992 (CC Meeting of 12/16/92)
SUBJECT: Consider Agreement for Services with Moorpark
Chamber of Commerce for FY 1992/93
BACKGROUND:
In consideration of providing certain services, the City
has assisted the Moorpark Chamber of Commerce with funding
during the 1990/91 and 1991/92 fiscal years. In its June,
1992 action adopting the budget, the City Council included
$6,000.00 to fund a third year of assistance. Final City
action was delayed pending adoption of the State budget and
resulting analysis of its impact on the City. On
October 21, 1992, the Council reconfirmed its original
budget adoption including the $6,000.00 available for this
purpose.
In 1991/92, the Chamber did not reimburse the City
$8,409.70 for services provided by the City for the Chamber
sponsored July 3 and Country Days activities. This
apparently resulted from an uncertainty on the Chamber's
part concerning its obligation and a resultant omission to
reserve the funds to repay the City. The City acted by
crediting itself $1,500.00, an amount equivalent to the May
and June payments the City would have made under the
1991/92 Agreement. This left a balance due of $6,909.70.
The proposed agreement provides for resolution of this
matter and a third year of services formalizing the
cooperative activities by the City and Chamber.
DISCUSSION:
The City has budgeted $6,000.00 to fund a third year of
services by the Chamber. The proposed agreement is
virtually the same as the two prior years, except as
follows:
PAUL W. LAWRASON JR. JOHN E. WOZNIAK SCOTT MONTGOMERY BERNARDO M PEREZ ROY F TAI LFY JR
Mayor Mayor Pro Tem Councilmember Councilmember Councilmember
Pnnfe(I Cn Recvci<-rr Panty
1. Funding is decreased from $9,000.00 in 1991/92 to
$6,000.00 in 1992/93. This is consistent with the
prior intention to have the City's financial support
decline as the Chamber membership and availability of
other revenues increase;
2. Allows for the Chamber to receive a credit against the
funds due to the City by providing the specified
services;
3. Reduces the required number of shopping promotions
from 4 to 2;
4. Provides for the Chamber to work with the City in a
Shop Local campaign; and
5. Deletes the reference to auto liability insurance
since the Chamber's liability insurance policy does
not provide this coverage. There is an accompanying
change to the indemnification provision (Paragraph
S.E.) to clearly indicate that the Chamber indemnifies
and holds the City harmless for any loss, etc.,
whether or not they have insurance.
Even without the formal agreement, the basic terms and
conditions have been fulfilled. The Chamber and City have
continued working together to promote local businesses and
attract new businesses. In addition, the "Moorpark
Business & Community 1993 Directory" has recently been
published and is scheduled for delivery during December.
STAFF RECOMMENDATION:
Approve the Agreement for Services and authorize the Mayor
to sign on behalf of the City.
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Attachment
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AGREEMENT FOR SERVICES
THIS AGREEMENT, made and entered into this 16th day of
December, 1992 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 two fiscal years;
WHEREAS, the CITY has billed the Chamber in the amount
of $8,409.70 for City services provided in conjunction with
the Chamber sponsored July 3, 1991 Independence Day event and
October 4, 5 and 6, 1991 Country Days event;
WHEREAS, the above - referenced amount less $1,500.00
withheld by the City from payments due to the Chamber
pursuant to a prior Agreement for Services is still payable
to the City;
WHEREAS, The Chamber in a letter dated August 7, 1992
submitted a proposed agreement to make payment of the
$6,907.70 payable to the City and to provide Specific
Services from July 1, 1992 through June 30, 1993;
WHEREAS, The City has budgeted $6,000.00 in 1992/93 to
fund an Agreement for Services with the Chamber;
NOW, THEREFORE, The parties hereto do agree as follows:
1. Term of Agreement
This agreement is effective July 1, 1992 and will
continue in effect for twelve (12) consecutive
months to June 30, 1993 unless sooner terminated
as provided hereinafter.
2. Specific Services
Chamber agrees to perform the services specified
in Exhibit A.
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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.
In the event of such termination, Chambek...sh1
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. At the time of 1) termination of this
agreement or 2) conclusion of all work; all
original documents, designs, drawings,
reports, logos, diskettes, computer files,
notes and other related materials whether
prepared by Chamber or their subcontractors)
or obtained in the course of providing the
services to be performed pursuant to this
agreement shall become the sole property of
the Chamber.
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(60) days following the termination of this
agreement a report describing the activities
and results provided pursuant to this
......................
agreement and a financial statement. Bt'xk
agte city snarl. nave the option of
inspecting all records and other written
materials used by Chamber in the preparation
ofh�..:<. s� month reort, the monthly
narrative reports "`and a financial summary of
the expenditures associated with the specific
services required of the Chamber under
Exhibit A.
E. 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.
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,
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cost or expense described in Paragraph E
hereof Ahd :#exhet ,
F. 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, Deputy City Manager,
Director of Community Development or
City Attorney, 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 any reason
whatsoever, the City shall be notified
by mail, postage prepaid, not less than
thirty (30) days before the cancellation
or amendment is effective. Chamber
shall give City thirty (30) days written
notice prior to the expiration of such
policy.
4. Be written on an Occurrence Basis.
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G. 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.
H. 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.
I. Chamber shall not assign this agreement, or
any of the rights, duties or obligations
hereunder. It is understood and acknowledged
by the parties that Chamber is uniquely
qualified to perform the services provided
for in this agreement.
J. Payment to Chamber shall be made by City in
accordance with the applicable provisions of
Exhibit A.
K. 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:
To: City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
ATTN: City Manager
To: Moorpark Chamber of Commerce
530 Moorpark Avenue
Moorpark, CA 93021
ATTN: President
Either party may, from time to time, by
written notice to the other, designate a
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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.
L. 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.
M. 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.
N. Should interpretation of this agreement, or
any portion hereof, 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 the party prepared the
agreement or caused it to be prepared.
O. 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.
P. 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 judgement or decree
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rendered in such a proceeding shall include
an award thereof.
Q. 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.
R. 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.
S. 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.
T. 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
hereinabove set forth and to serve as principal
liaison between City and Chamber shall be the
Upon mutual written agreement of the parties,
other individuals may be substituted in the above
capacity.
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.
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8. Implementation
The City and Chamber shall agree in writing on the
date at which these services are to be
implemented.
CITY OF MOORPARK
Paul W. Lawrason Jr., Mayor
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CHAMBER OF COMMERCE
Robert Abrams, President
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 40 hours per week paid staffing to coordinate
Chamber activities, including Chamber sponsored
community events; responding to public inquiries; and
other Chamber responsibilities as determined by Chamber.
2. By December 31, 1992, publish a business and community
directory of all known businesses in the City
(regardless of Chamber membership) and provide a copy to
all City residences without charge. Chamber may utilize
information from City's business registration program to
augment this effort.
3. Sponsor a local shopping promotion no less than two
times annually, at least one of which shall spotlight
the downtown business area.
4. Develop a Shop Local campaign in conjunction with the
City.
5. To pay the City $909.70 by January 29, 1993.
City agrees as follows:
1. Provide information to Chamber from City's business
registration program.
2. Provided that the Chamber is in full compliance with all
provisions of this agreement and that by January 29,
1993 the Chamber has paid the City $909.70 and submitted
the six month report and the 1992/93 report and
financial statement referred to in Paragraph D of
Article 5 in a form acceptable to the City Manager, the
Chamber shall receive a credit of $3,000.00 towards the
amount due to the City.
3-. Provided that the Chamber is in full compliance with all
provisions of this agreement, for each calendar month
this agreement is in effect for the period of January 1,
1993 through June 30, 1993, the amount of $500.00 shall
be credited towards the amount due by the Chamber to the
City.
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