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HomeMy WebLinkAboutReso 1984-11840 RESOLUTION NO. 11840 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF æULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF æULA VISTA AND THE COUNTY OF SAN DIEGO FOR USE OF COUNTY TRANSIENT OCCUPANCY TAX REVENUES IN THE AMOUNT OF $5,000 AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and THE COUNTY OF SAN DIEGO, for use of County transient occupancy tax revenues in the amount of $5,000 dated the 20th day of November ,1984, a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by Approved to form by ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF CHULA VISTA, CALIFORNIA, this 20th day of November 19 84 , by the following vote, to-wit: Cox, Malcolm, McCand1iss, Scott, Moore - AYES: Councilmen NAYES: Councilmen ABSTAIN: Cot.r1cilmen ABSENT: Councilmen None None None L~ -R ~ MaylH fJf '4 City of Chula Vista AmST 1Zn&£ ~~/~¿ c/ City Clerk 5TATE OF CALIFORNIA ) ~OUNTY OF SAN DIEGO ) s s. ;ITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, )0 HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 11840 ,and that the same has not been amended or repealed. )ATED (sea ) City Clerk :C-I?I?O ,'¡.~ ' AGREEMENT BETWEEN THE COUNTY OF SAN OIEGO AND THE CITY OF CHULA VISTA j This agreement, entered into on this 20th day of Nov. , 1984 by and between the City of Chu1a Vista, a non.:profit corporation, . th£J'ein called "Contractor") and the County of San Diego, a political subdivision of the State of California (herein called the "County"). WIT N E SSE T H : WHEREAS, the County, under authority of Section 26100 of the Government Code and subject to approval by the Civil Service Commission, proposes to engage Contractor in accordance with the terms and conditions set forth herein to render' services and advice in connection with the promotion and advertising of County resources and endeavoring to increase tourism, trade, and commerce in the County, and other services in relation thereto. WHEREAS, Contractor is specially trained and possesses certain skills, experience, education and competency to perform the special services, and County desires to engage Contractor for such special services upon the terms herein provided: NO\~ THEREFORE, the parti es hereto do mutually agree as follows: 1. Employment of Contractor. The County hereby agrees to engage Contractor, and Contractor agrees to perform the professional services and advice as hereinafter set forth. 2. Administrator of Agreement. The Chief Administrative Officer, shall be the County's representative for the purpose of administering this Agreement. 3. Scope of Services. Contractor shall provide con- tractor's special knowledge, services and skill and shall perform as follows: a. The Contractor shall promote touri st activity in the County, shall endeavor to increase the trade and commerce of the County, and shall adverti se, exploit, and make known the resources of the County by: Sponsoring the following activities: the Southern California Sister Cities Conference, the 1984 Founders Day Celebration, the cable television program "Exploring Chu1a Vista", the National Library Week) concerts in the park series, the Busi- ness Sa 1 ute to Chu1 a Vi sta and a Chri stmas 1 i ght ceremony. The City will also publish and distrib- ute city maps and city postcards. R-11840 coUNTY CONTtðC;¡,G NUMBER ,,;21 0 \{ . 9-:\\~~O 4. Term of Agreement. The term of thi s Agreement is from October 19, 1984 to June 30, 1985 during which time Contractor shall perform the services set forth herein. This agreement may be automatically renewed from fiscal year to fiscal year following the ~nd of the prescribed term, subject to the following conditions: The consideration to be paid by the Contractor during each renewal period amount appropriated by the County budget for that fi scal year; and b. The Contractor shall file with the County's Board of Supervisors, within 30 days following the adop- tion of the County's final budget for that particu- lar year, the Contractors written acceptance of the consideration so budgeted. a . County to the shall be that in its final c. Regardless of the performance of other conditions, this Agreement shall not be automatically renewed unless all services and reports for the prior fiscal year have been completed by the Contractor and accepted by the County within a reasonable time, not to exceed 90 days, following June 30 of the prior fi scal year. 5. Compensation. The County agrees to pay to the Con- tractor the sum of $5,000.00, for fi sca1 year 1984-85 from the date of approval to June 30, 1985, and Con- tractor agrees that said sum shall be full compensation for all services in performing this agreement. Should this agreement be automatically renewed as pro- vided in paragraph 4, the County agrees to pay to the Contractor for such renewal period the sum appropriated for such purposes in the du1 y adopted budget of the County for services performed during the term of this Agreement and Contractor agrees that said sum shall be full compensation for all services in performing this Agreement. 6. Method of Payment. Compensation under this agreement shall be paid as follows: Payment will be made to Contractor either in arrears based upon actual expendi tures or based on actual expenses incurred in the performance of this contract. Payments will be made upon submission of an invoice by the Contractor to the County's Repre- sentative setting forth the appropriate charges. -2- In the event that less than all services are performed in a proper and timely manner, the Contractor shall be paid only for the reasonable costs of those services performed during the payment period as determined by the County's Represen- tative. 7. Contractor's Employees and Equipment. Contractor agrees that Contractor has secured or will Secure at Contractor's own expense all persons, employees and equi pment requi red to perform the serVl ces required under this Agreement and that all such services will be performed by Contractor, or under Contractor's super- vision, by persons authorized by law to perform such services. If any arrangement is made whereby employees of County are used by Contractor and are subject to Contractor's supervision and control, they shall, while engaged in such work be considered for all purposes, as employees, servants, or agents of the Contractor and not of County, irrespective of party paying them. Contractor shall exonerate, indemnify, and hold harm- less County from and against any and all loss, damage or expense, by reason of any act of omission of any employee, servant or agent of Contractor, including those, if any, originally employed by County and utilized by Contrctor, and Contractor agrees to defend, at Contractor's own expense, any suit or suits that may be brought against County by reason of any such act or omission. County shall not be responsible nor be held liable for any damage to person or property consequent upon the use, misuse, or failure of any equipment used by Contractor or any of Contractor's employees, even though such equipment be furnished, rented, or loaned to Contractor by County. The acceptance or use of any such equi pment by Contractor or any of Contractor's employees shall be construed to mean that Contractor accepts full responsib1 ity for an agrees to exonerate, indemnify and save harmless County from and against any and all claims for any damage whatsoever resulting from the use, m i s use, 0 r fa i 1 u reo f s u c h e qui pm e nt, w h e the r such damage be to the employee or property of Con- tractor, other contractors, County, or of other per son s . E qui pm e n tin c 1 u des, but i s not 1 i m i t e d to, materials, tools, or other things. 8. Audit and Inspection of Records. At any time during normal business hours and as often as County may deem necessary, Contractor shall make available to County for examination. at reasonable 10catio.ns within the County of San Diego all of Contractor's data and records wi th respect to all matters covered by thi s Agreement and Contractor wi 11 permi t County to aud it, examine and make excerpts or transcripts from such data -3- \'ì~O <?--\ and records, and make audits of all invoices, mater- ials, payrolls, records of personnel and other data relating to all matters covered by this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than four years following receipt of final payment under this Agreement unless County agrees in writing to an earlier disposition. The State of California or any Federal agency havi ng an interest in the subject of thi s Agreement shall have the same rights conferred upon County by this paragraph. 9. Termination of Aqreement for Cause. Upon breach of thi s Agreement, County shall have the right to termi- nate this Agreement, by giving written notice to Con- tractor of such termination and specifying the effec- tive date thereof, at least five (5) days before the effect i ve date of such termi nati on. In that event. Contractor shall be entitled to receive reasonable compensation for any satisfactory work completed to d ate of termi n at ion, not to exceed the amounts payab 1 e to date of termination under paragraph 21, reduced by the amount of damages sustained by County by reason of such breach. 10. Termination for Convenience of County. County may terminate this Agreement, at any time by giving written notice to Contractor of such termination and specifying the effective date thereof at least ninety (90) days before the effective date of such termination. 11. Termination for Convenience of Contractor. Contractor may terminate this Agreement at any time by giving written notice to County of such termination and speci- fying the effective date thereof at least ninety (gO) days before the effective date of such termination. In that event, it is expressly agreed and understood that Contractor at the option of County shall for a minimum period of sixty (60) days after giving such notice provide as requested by the administrator of this Agreement as designated in paragraph 2 assistance and advice to Contractor's successor to facilitate the period of transition caused by such termination, pro- vided that such minimum period of assistance and advice by Contractor to Contractor's successor shall not extend beyond the effective date of the termination. 12. Changes. County may from time to time require changes in the scope of the servi ces of Contractor to be per- formed hereunder. Such changes, including any increase or decrease in the amount of Contractor's compensation whi ch are mutually agreed upon by and between County -4- ~\'\Ù ~-\ and Contractor, shall be effective when incorporated in written amendments to this Agreement therein except as otherwise provided in paragraphs 4 and 5. 13. Equal Opportunity. Contractor will not discriminate against any employee, or against any applicant for such employment because of age, race, color, religion, physical handicap, ancestry, sex or national orlgln. This provision shall include, but not limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay- off or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. 14. Personal Performance. It is expressly understood and agreed that Contractor shall engage or require the servi ces of no other person or fi rm, by contractor or otherwise, to provide or assist in providing such ser- vices without the express written consent of. county, provided, however, that this provision shall not apply to secretarial, clerical, routine mechanical and similar incidental services needed by Contrctor to assist in the performance of this Agreement. Con- tractor shall not hire County's employees to perform any portion of the work or services provided for herein including secretarial, clerical and similar incidental services except upon the written approval of County. 15. Affirmative Action. Contractor, Contractor's subcon- tractors and supp1 iers, if any, shall comply with the Affirmative Action Proqram for Vendors as set forth in Article IIIk (commencing at § 84) of the San Diego County Administrative Code, which Program is incor- porated herein by reference, unless the Contractor, Contractor's subcontractors or suppl iers are exempted from said Program. The Affirmative Action Program for Vendors as set forth in Article IIIk of the San Diego County Admi ni strative Code and the ru1 es and regu1 a- tions implementing said Program as set forth in Board of Sup e r vis 0 r s Res 0 1 uti 0 n No. 123, d at e d J an u a r y "25, 1977 and Exhibit A thereto are on file in the Office of the Clerk of the Board of Supervisors of the County of San Diego, County Administration Center, San Diego, California 92101. Copies of such provision of the San Diego County Administrative Code will be furnished upon request. 16. Assignability. The Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or nova- tion), without the prior written consent of the County -5- . ~~,\O ~}\I' thereto; provided, however, that c1 aims for money due or to become due to Contractor from County under this Agreement may be assigned without such approval. Notice of any such assignment or transfer shall be furnished promptly to County. 17. Interest of Contractor.. Contractor covenants that Contractor presently has no interest, including, but not 1 imited to, other projects or independent con- tracts, and shall not acquire any such interest, direct or indirect, which would conf1 ict in any manner or degree with the performance of services required to be performed under this Agreement. Contractor further covenants that in the performance of this Agreement no person having any such interest shall be employed or retained by Contractor under this Agreement. 18. Insurance and Hold Harmless Agreement. Contractor agrees to maintain such insurance as will fully protect both Contractor and County from any or all claims under any workmen's compensation act or employer's liability laws, and from any and all claims of whatsoever kind or nature for the damage to property or for personal injury, including death, made by anyone whomsoever which may arise from operations carried on under this Agreement, either by Contractor, any subcontractor or by anyone directly or indirectly engaged or employed by either of them. Contractor shall exonerate, indemnify and hold harmless County from and against, and shall assume full responsi bi 1 ity for payment of, all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security and income tax 1 aws, wi th respect to Contractor and Contractor's employees engaged in performance of thi s Agreement. County, and its agents and employees shall not be, nor be held liable for any liabilities, penal- ties, or forfeitures, or for any damage to the goods, properties or effects of Contractor, or of any other persons whatsoever, nor for personal injury to or death of them, whether caused by or resulting from any negli- gent act or omission of Contractor. The provisions of this paragraph do not relieve the County of County's liability for damages to Contractor caused by negligent acts or omissions. Contractor further aqrees to indem- nify and hold harmless County and Count"y's agents and employees, against and from any and all of the fore- going liabilities, and any and all costs or expenses incurred by County on account of any c1 aim therefore. Contractor aqrees to assume the foregoing ob1 igations and liabilities, by which Contractor shall indemnify and hold County harmless from all claims arising by -6- (;).... , \\ " l.\'{) '\ reason of the Hork done or by reason of any act or ommission of Contractor. 19. N:)~ice. Any notice or notices required or permitted to be given pursuant to this Agreement may be personally served on the other party by the party giving such notice, or may be served by cert·ified mail, postage preFaid, return receipt requested, to the follmling addresses: County: County of San Diego 1600 Pacific Highway San Diego, CA 92101 Contractor: City of Chula Vista P,O. Box 1087 Chula Vista, CA 92012 20. Independent Contractor. It is agreed that County is interested only in the results obtained and that con- tractor shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. Contractor shall complete this Agreement according to Contractor's Olvn means and methods of Ilork which shall be in the exclusive charge and control of Contractor while shall not be subject to control or supervision by County except as to the results of the work. Contract is, for all purposes arising out of this agreement, an inde- pendent contractor, and neither Contractor nor Con- tractor's employees shall be deemed an employee of County. It is expressly understood and agreed that Contractor and Contractor's employees shall in no event be entitled to any benefits to Ivhich County em:¡:Üoyees are entitled, including, but not limited to, overtime, any retirement benefits, Ilorkmen's compensation bene- fits, and injury leave or other leave benefits. 21. Governing Lavl. This agreement shall be construed and interpreted according to the laws of the State of Cal i fornia. 22. Complete Agreement. It is expressly understood and agreed that this Agreement constitutes the entire agreement between Contractor and County and in no event shall Contractor be entitled to any compensation, bene- fits, reimbursements or ancillary services other than as herein expressly provided. -7- " ,-\'C ~\\ IN WITNESS THEREOF County and Contractor have executed this Agreement as of the date first written above. Appro,'~d and/or ouih"izeè by ¡he.. of Supervisors cf the c,~~tj ôf ê3n D'cgo ,4Ib' By C~Of San Diego ;:vð~ Clerk of the lie r '1 fIø¡¡(}c1~r" ~., . . Cle~.¡ c, the Board of ~, " Board of Supervisors By J1 gnature ity of Chu1a Vista Ti t 1 e City of Chu1a Vista Contractor Name .. /... ;,~....~. t C.C.S.F. #19.01 -8· \\ ~ "\i) ~-