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HomeMy WebLinkAboutAGENDA REPORT 1991 0821 CC REG ITEM 08J ► 1 • ITEM 8- AGREEMENT AGREEMENT FOR SERVICES THIS AGREEMENT, made and entered into this 21st day of August, 1991 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" . WITNESSETH The Parties hereto do agree as follows: I. Term of Agreement This agreement is effective July 1, 1991 and will continue in effect for twelve (12) consecutive months to June 30, 1992 unless sooner terminated as provided hereinafter. II. Specific Services Chamber agrees to perform the services specified in Exhibit A. III. Compensation The fees in full compensation to Chamber for the services rendered shall be as set forth in Exhibit A. IV. 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, Chamber shall be compensated for such services up to the date of termination. Such compensation for work in progress shall be prorated as to the percentage of progress completed at the date of termination. V. 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 • -1- • 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 subcontractor(s) or obtained in the course of providing the services to be performed pursuant to this agreement shall become the sole property of the Chamber. D. Chamber agrees to submit to City within sixty (60) days following the termination of this agreement a report describing the activities and results provided pursuant to this agreement and a financial statement. City shall have the option of inspecting all records and other written materials used by Chamber in the preparation of the monthly narrative reports and a financial summary of the expenditures associated with the specific services required by the City 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 • -2- 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. 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 thereto, 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. G. Consistent with the provisions of Paragraph E, Chamber shall provide general public liability including automobile liability and property damage insurance in an amount not less than one million dollars ($1, 000, 000. 00) per occurrence and annual aggregate. -3- 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: Executive Director 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. -4- 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 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 the party prepared the agreement or caused it to be prepared. 0. 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 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 -5- 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. VI. 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 Executive Director. Upon mutual written agreement of the parties, other individuals may be substituted in the above capacity. VII. 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. VIII. IMPLEMENTATION The City and Chamber shall agree in writing on the date at which these services are to be implemented. CITY OF MOORPARK: CHAMBER OF COMMERCE: Paul W. Lawrason Jr. , Mayor Robert E. Coughlon, President 8911202.ADM -6- 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- hour 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 1, 1991, 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 four times annually, at least one of which shall spotlight the downtown business area. 4 . Submit a monthly narrative report to the City Manager highlighting significant activity relating to the services provided in this agreement. 5. Pay all other costs required to provide 40-hour per week staffing of the Chamber. City agrees as follows: 1. Provide information to Chamber from City's business registration program. 2 . Provided that all conditions of this agreement continue to be met, pay Chamber $750.00 per month in accordance with this agreement for a total not to exceed $9, 000. 00. -7-