HomeMy WebLinkAboutCC Resolution 13499 (Farmers' Market; Next Generation Events)CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLUTION NO. 13499
RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT MANAGER TO
EXECUTE A ONE YEAR PROFESSIONAL SERVICES AGREEMENT WITH NEXT
GENERATION EVENTS TO MANAGE THE DOWNTOWN FARMERS' MARKET
FESTIVAL
FINDINGS AND PURPOSE:
The City of San Rafael hereinafter referred to as CITY, does hereby declare, find and determine
that:
WHEREAS, the CITY has determined that it is in its best interest to obtain management services
for the organization and operation of the Downtown San Rafael Farmers' Market Festival
(hereinafter "Market"); and
WHEREAS, Next Generation Events, (hereinafter "CONTRACTOR") has experience in
providing management services and special technical skills to ensure a successful Market; and
WHEREAS, the CITY desires to employ CONTRACTOR to provide such services and
CONTRACTOR is willing and able to provide said services; and
WHEREAS, all other CONTRACTOR costs for the Market will be paid by CONTRACTOR
from Market gross receipts and shall not be an obligation of the CITY; and
NOW, THEREFORE BE IT RESOLVED, that the CITY authorizes the Director of Economic
Development to execute an Agreement for Professional Services with CONTRACTOR, in the
form to be approved by the City Attorney, for the 2013 Farmers' Market Festival season.
BE IT FURTHER RESOLVED that this Resolution shall take immediate effect upon adoption.
I, ESTHER BEIRNE, City Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council held on the 19`h day of February 2013, by the following vote, to wit:
AYES:
COUNCILMEMBERS:
Colin, Connolly, Heller, McCullough & Mayor Phillips
NOES:
COUNCILMEMBERS:
None
ABSENT:
COUNCILMEMBERS:
None
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Esther Beirne, City Clerk
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN RAFAEL AND NEXT GENERATION EVENTS
TO PROVIDE OPERATION AND MANAGEMENT SERVICES FOR THE
DOWNTOWN FARMERS' MARKET FESTIVAL
FROM MARCH 1, 2013 THROUGH DECEMBER 31, 2013
This Agreement is made and entered into as of the I" day of March, 2013, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and NEXT GENERATION EVENTS, LLC
(hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY has determined that it is in its best interest to obtain management
services for the organization and operation of the Downtown San Rafael Farmers' Market Festival
(hereinafter "MARKET"); and
WHEREAS, the CONTRACTOR has experience in providing such management services
and holds special technical skills to ensure a successful MARKET; and
WHEREAS, the CITY desires to employ the CONTRACTOR to provide such services
and CONTRACTOR is willing and able to provide said services;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY. The Economic Development Manager shall be the representative of the
CITY for all purposes under this Agreement.
B. CONTRACTOR. Monique Anderson is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as follows: organization
and operation of the MARKET for a total of 26 Markets, from April 4, 2013 through September
26, 2013. Duties include but are not limited to the following:
• Hiring, training all personnel, entertainment, and labor
• Coordinating street closures with the CITY'S Event Coordinator and Police Department
• Coordinating weekly event cleanup with contracted labor paid for by MARKET
• Recruiting and scheduling vendors and entertainment
• Tracking financial data including revenue and expenditures for the event and providing that
information to the City of San Rafael at the end of the season or as per requested by the City of
San Rafael
■ Meeting State certification requirements and reporting DUPLICATE
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■ Paying all expenses related to M[ARKET with the exception of Police overtime costs
■ Advertising/Marketing the MARKET
■ Meeting with the Farmers' Market Advisory Board on a regular basis
3. COMPENSATION OF THE CONTRACTOR.
All compensation to CONTRACTOR shall be paid from MARKET gross receipts,
collected by CONTRACTOR, and shall not be an obligation of the CITY. Net receipts will be
retained by the CONTRACTOR.
4. TERM OF AGREEMENT.
The term of this Agreement shall be for ten (10) months, commencing on March 1, 2013
and ending on December 31, 2013. Upon mutual agreement of the parties, and subject to the
approval of CITY, the term of this Agreement may be extended.
5. TERMINATION.
Either party may terminate this Agreement without cause upon thirty (30) days written
notice mailed or personally delivered to the other party. Upon receipt of notice of termination,
neither party shall incur additional obligations under any provision of this Agreement without the
prior written consent of the other. Upon termination, any and all CITY documents or materials
provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
6. INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
7. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of
the other party, and any attempt to so assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.
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A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense
to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum amount
of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or
property damage;
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2. An automobile liability (owned, non -owned, and hired vehicles) insurance
policy in the minimum amount of one million ($1,000,000) dollars per occurrence;
3. If any licensed professional performs any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount
of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's
performance of services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by section 8.A., shall also
meet the following requirements:
1. The insurance shall be primary with respect to any insurance or coverage
maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution;
2. Except for professional liability insurance, the insurance policies shall be
endorsed for contractual liability and personal injury;
3. Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers as
additionally named insureds under the policies.
4. CONTRACTOR shall provide to City's Risk Manager, (a) Certificates of
Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming
CITY, its officers, agents, employees, and volunteers, as additional named insureds under the
policies.
5. The insurance policies shall provide that the insurance carrier shall not
cancel, terminate or otherwise modify the terms and conditions of said insurance policies except
upon thirty (30) days written notice to City's Risk Manager.
6. If the insurance is written on a Claims Made Form, then, following
termination of this Agreement, said insurance coverage shall survive for a period of not less than
five years;
7. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by PROJECT
DIRECTOR and the City Attorney.
C. If it employs any person, CONTRACTOR shall maintain worker's compensation
and employer's liability insurance, as required by the State Labor Code and other applicable laws
and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability
for injuries to CONTRACTOR's officers and employees.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies
must be declared to and approved by the City's Risk Manager and the City Attorney. At CITY's
option, the deductibles or self-insured retentions with respect to CITY shall be reduced or
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eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment
of losses and related investigations, claims administration, attorney's fees and defense expenses.
9. INDEMNIFICATION.
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers,
agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or
expense of any kind, including attorney's fees and administrative costs, arising out of or resulting
from the acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's
officers, agents and employees in the performance of their duties and obligations under this
Agreement.
10. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age,
sex, race, color, religion, ancestry, national origin or disability in connection with or related to the
performance of its duties and obligations under this Agreement.
11. COMPLIANCE WITH ALL LAWS,.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities,
penalties, fines and all other consequences from any noncompliance or violation of any laws,
ordinances, codes or regulations.
12. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
13. NOTICES.
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or
if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as
follows:
TO CITY: Stephanie Lovette
Economic Development Manager
City of San Rafael
1313 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
V.
TO CONTRACTOR: Monique Anderson
Owner
Next Generation Events
P O Box 151695
San Rafael, CA 94915-1695
14. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
15. ENTIRE AGREEMENT -- AMENDMENTS.
The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to
the subject matter of this Agreement. This written Agreement shall supersede any and all prior
agreements, oral or written, regarding the subject matter between the CONTRACTOR and the
CITY. No other agreement, promise or statement, written or oral, relating to the subject matter of
this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement.
If any conflicts arise between the terms and conditions of this Agreement, and the terms and
conditions of the attached exhibits or the documents expressly incorporated by reference, the terms
and conditions of this Agreement shall control.
16. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under
any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments,
unpaid checks or other amounts.
17. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or
violation of the same or other term, covenant, condition, ordinance, law or regulation. The
subsequent acceptance by either party of any fee, performance, or other consideration which may
become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding
breach or violation by the other party of any term, condition, covenant of this Agreement or any
applicable law, ordinance or regulation.
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18. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
19. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a City of
San Rafael business license as required by the San Rafael Municipal Code. CONTRACTOR shall
pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer
identification number is 02-0548275, and CONTRACTOR certifies under penalty of perjury that
said taxpayer identification number is correct.
20. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
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ST04ANM LOVETTE
Economic Development Manager
APPROVED AS TO FORM:
ROBERT F. EPSTEIN
City Attorney
NEXT GENERATION EVENTS
MONIQUE ANDERSON
Owner
ATTEST:
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ESTHER C. BEIRNE
City Clerk