ATTACHMENT #1
MOU 01/30 2024 Page 1
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MEMORANDUM OF UNDERSTANDING
Between City of Thousand Oaks
and
Thousand Oaks Boulevard Association
THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is made and entered into this 30 th day of January, 2024 by and between the CITY OF THOUSAND OAKS (CITY"), a municipal corporation, and the THOUSAND OAKS BOULEVARD ASSOCIATION ("TOBA"), a California non-profit corporation exempt from taxation pursuant to Internal Revenue Code section 501(c)(6).
Recitals
Whereas, the Thousand Oaks Boulevard Property and Business Improvement District (herein "BID") was established in 2005 and renewed in 2010, and as TOBA represents most property owners along Thousand Oaks Boulevard (“the Boulevard”) for the purpose of fostering a healthy business environment, TOBA was designated the owners association for the management of and to authorize the expenditure of BID funds pursuant to an Agreement between the CITY and TOBA; and
Whereas, the Thousand Oaks Boulevard Specific Plan #20 adopted by the City Council in November 2011 and amended in August 2016 and November 2022 and envisions increased development and pedestrian volumes along the Boulevard; and
Whereas, recent and proposed development along Thousand Oaks Boulevard is expected to generate higher volumes of pedestrian and vehicular usage along the Boulevard, and CITY has identified a number of improvements to the Boulevard between Duesenberg Drive and Moorpark Road to preserve, maintain and beautify the Boulevard, and also increase safety; and Whereas, the BID Board of Directors believes the businesses along the Boulevard benefit from increased use of the Boulevard, overall Boulevard Improvements as well as enhanced aesthetics, and as the BID has remaining funds and will be no longer receiving any assessment revenues, and the BID Board desires to assist CITY with a monetary contribution towards certain upgrades and enhancements along the Boulevard, which expenditures were approved by BID Board at its meeting on December 20, 2021; and Whereas, the BID has not been renewed and the Board of Directors are in the process of closing out the operations and accounts of the BID; and MOU 01/30/2024 Page 2
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Whereas, the CITY and BID Board wish for TOBA to enter into a Memorandum of Understanding with the CITY to describe the manner in which the final monetary contributions provided by the BID will be utilized by CITY to assist in that endeavor for the benefit of all users and businesses along the Boulevard.
Agreement
NOW, THEREFORE, the CITY and TOBA agree as follows:
1. City Control of Work. CITY shall be solely responsible for and have final authority over design, preparation of plans, bidding, permitting and contracting for and the safety precautions, management and performance of all work described herein.
2. Disposition of Funds to City. After reserving those amounts needed for closing out TOBA’s BID operations, paying its remaining expenses and tax filings or related activities and the study described in Section 3 below, TOBA shall arrange for the contribution to CITY of a total of approximately $310,170 in BID funds toward a variety of safety, and beautification upgrades and enhancements along Thousand Oaks Boulevard. Said funds are to be allocated and used as follows:
(a) The sum of $27,500 shall be utilized towards the design, purchase of equipment, and installation of automated license plate readers cameras at strategic locations within the city as identified by the Thousand Oaks Police Department and approved by City Council December 14, 2021, in order to help identify, and capture criminal suspects to enhance safety of customers, shoppers and employees.
(b) The approximate remaining balance of $282,670 shall be utilized as a contribution towards a future City capital project to upgrade and beautify the existing Thousand Oaks Boulevard street-name signs, traffic signals, pedestrian crossings, and traffic safety improvements including but not limited to roadway striping, radar feedback signs, flashing beacons and traffic calming. CITY and TOBA shall collaborate on the style, themes, scope and locations for this work, however, CITY shall have the final decision on all matters. All final decisions shall conform to City General Plan, sign code and design and construction standards, and ultimately be subject to City Council approval.
The intent of the aforementioned upgrades and beautification is to create a unique sense of place along Thousand Oaks Blvd. through various architectural tools, primarily signage, using the signage to identify and delineate the Specific Plan boundaries along Thousand Oaks Blvd. with distinct and different signage, welcoming and thanking visitors to “Downtown Thousand Oaks”.
MOU 01/30/2024 Page 3
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3. Disposition of Funds by TOBA. In addition to the uses described in Section 2 above, a minimum of $150,000 will be set aside by TOBA for fiscal years 2023-25 to be used to complete a comprehensive parking study for the Thousand Oaks Blvd. Specific Plan Area. The study will include potential funding mechanisms for parking, as well as loading zones, and shall incorporate City feedback. TOBA shall complete this scope of work through a professional transportation/land use consultant. Work is to be completed before June 30, 2025.
Any surplus funds not used for this task shall be added to the funds listed in Section 2(b) above for signage and branding along Thousand Oaks Blvd.
4. Estimated Completion. All work relating to the design, bidding, construction, and installation of the above items is presently contemplated to be completed by the dates listed below. While the parties will use their best efforts to complete the items by the respective completion dates below, these are not intended to be guarantees. If there is a significant delay in the completion dates set forth below, or the projects are no longer feasible at any point prior to completion, a written agreement pursuant to Section 8 for an extension of time or an amendment of the qualifying projects shall be prepared and signed by the parties.
(a) License Plate Readers – December 31, 2023
(b) Parking Study – June 30, 2025
(c) Upgrade of Boulevard Signage, Traffic Signals, and Roadway Safety Improvements - To be included in City’s future fiscal year 2025-2027 5 year CIP Budget.
5. Payment. TOBA shall arrange to pay to CITY the entire sum of approximately $310,170 in BID funds within 30 days of this MOU being fully signed as TOBA has calculated the estimated BID Board’s remaining operational and closing expenses for last two years (such as Chamber membership, insurance, year 2023 and 2024 tax preparations, storage fees, legal, etc.), and after parking study work is completed in 2024, any funds not needed for those remaining operational and closing expenses shall be paid to the City.
6. Accountings. Once work begins on the projects described in Section 2(b), CITY shall provide TOBA a quarterly accounting showing how the BID funds have been spent. The BID funds paid to CITY for the listed projects and improvements shall be reserved in the General Fund specifically for projects listed in Section 2 above and shall not be used for activities or projects not specifically listed therein unless the parties mutually agree to a reallocation or changed use, which agreement will not be unreasonably withheld Should funds remain available and unused after all projects outlined in this Agreement are completed, TOBA and CITY shall collaborate to utilize those remaining funds towards other enhancements on Thousand Oaks Boulevard.
MOU 01/30/2024 Page 4
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7. TOBA No Ownership. TOBA shall have no rights of ownership or control of any kind over any of the installations or improvements referenced in this MOU by virtue of any monetary contribution provided.
8. Authorization. Both CITY and TOBA do covenant that each individual executing this Agreement on behalf of each party is a person duly authorized and empowered to execute agreements for such party.
9. Amendment. Any amendment, modification, or variation from the terms of this MOU shall be in writing and shall be effective only upon mutual written approval by CITY and TOBA.
10. Independent Entities. Each party acknowledges that, in entering into and performing under this MOU, it is acting not as an agent of the other party in any respect. None of the terms or provisions of this MOU shall be construed or deemed to create a partnership between or among the parties in the operations or activities of TOBA, the operations or activities of the CITY or as to the design, bidding or installation of the improvements described herein by the CITY, nor shall any party to this MOU cause them to be considered joint venturer or member of any joint enterprise.
11. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this MOU by the other party, and failure by a party to exercise its rights upon a default by the other party hereto, shall not constitute a waiver of such party's right to demand strict compliance by such other party in the future.
12. Force Majeure. The parties shall not be deemed to be in default of any provision of this MOU where failure or delay in performance of any of its obligations under this MOU is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, pandemic, strikes and other labor difficulties beyond the parties’ control. If any such events shall occur, the terms of this MOU and the time for performance by party of any of its obligations hereunder shall be extended by the period of time that such events prevented performance of the obligation. To assist the parties in determining the period of time for excusable delay, the parties may refer to federal, State and local orders, including health orders, adopted by any of the various agencies that directly impact any provision or project and either parties’ ability to work on the matter.
13. Interpretation and Governing Law. This MOU and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. Venue shall be in Ventura County.
14. Hold Harmless. The CITY hereby agrees to and shall defend, indemnify and hold TOBA and the BID Board members, TOBA’s directors and officers, agents and employees harmless from any liability for damage or claims for any loss or damage or for personal injury, including death, as well as from claims for property damage arising in any manner from the design, preparation of plans, bidding, permitting, contracting for, the safety precautions or lack thereof, MOU 01/30/2024 Page 5
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the management or performance of all work or improvements installed, or from the use of said improvements described in this MOU.
15. Notices. All written notices required by, or related to, this MOU shall be sent by certified mail, return receipt requested, postage prepaid and addressed as listed below. The mailing address of each party to this MOU is as follows:
TO CITY: Public Works Director
2100 E. Thousand Oaks Blvd.
Thousand Oaks, CA 91362
Staff Contact: Nader Heydari, Deputy Director
TO TOBA: Shawn Moradian, TOBA President
3366 E. Thousand Oaks Boulevard, #200
Thousand Oaks, CA 91362
IN WITNESS WHEREOF, the parties hereto have caused this MOU to be executed the day and year first above as written.
CITY OF THOUSAND OAKS THOUSAND OAKS BOULEVARD
ASSOCIATION
______________________________ ___________________________ Al Adam, Mayor Shawn Moradian, President ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
Clifford G. Finley, Public Works Director
APPROVED AS TO FORM:
Office of the City Attorney
Tracy Friedl, Assistant City Attorney