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HomeMy WebLinkAboutCC Resolution 13178 (BID Director Joanne Webster)RESOLUTION NO. 13178 A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE ECONOMIC DEVELOPMENT DIRECTOR TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH JOANNE WEBSTER FOR MANAGEMENT SERVICES FOR THE DOWNTOWN BUSINESS IMPROVEMENT DISTRICT (FROM JULY 1, 2011 TO JUNE 30, 2012) THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: WHEREAS, the CITY has determined that it is in its best interest to obtain management services for the Downtown Business Improvement District (hereinafter "BID"); and WHEREAS, Joanne Webster (hereinafter "CONTRACTOR") has experience in providing such BID management services; 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 CONTRACTOR costs for services will be paid from BID assessments and other income and shall not be an obligation of the CITY. NOW THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael authorizes the Acting Director of Economic Development to execute an Agreement for Professional Services with CONTRACTOR for the management of the BID, subject to the approval of the City Attorney. I, ESTHER C. BEIRNE, 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 of said City held on Monday, the 20th day of June, 2011 by the following vote, to wit: AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller, Levine & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None m ESTHER C. BEIRNE, City Clerk PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND JOANNE WEBSTER TO PROVIDE MANAGEMENT SERVICES FOR THE DOWNTOWN BUSINESS IMPROVEMENT DISTRICT This Agreement is made and entered into this 1 st day of July 2011, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and JOANNE WEBSTER (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that it is in its best interest to obtain management services for the Downtown Business Improvement District (hereinafter "BID"); and WHEREAS, the CONTRACTOR has experience in providing such management services; 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 City Manager shall be the representative of the CITY for all purposes under this Agreement. The Economic Development Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. Joanne Webster is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: A. BID PARKING LOT MANAGEMENT. CONTRACTOR will manage the parking Iot located at Second and Lindaro Streets, San Rafael which the San Rafael Redevelopment Agency has leased from Pacific Gas & Electric (PG&E), in a manner consistent with that lease. Scope of work includes marketing parking permits to BID members, billing and collection of fees, and distribution of placards. All revenue collected from parking lot fees shall be deposited with the BID. BID must pay the San Rafael Redevelopment Agency $1,200 per year, or the amount charged to the Agency under its lease with PG&E, to be paid from parking lot rental proceeds. B. BID EXECUTIVE DIRECTOR. See Attachment "A'" for a listing of Director duties. 3. DUTIES OF CITY. perform the duties as follows: CITY shall pay the compensation as provided in Paragraph 4, and A. PARKING LOT. Provide BID parking lot signage and coordinate patrolling of the lot by San Rafael Parking Services. B. BID ASSESSMENTS. City shall hold necessary hearings to be able to continue collecting BID assessments, along with business license fees, and shall distribute such assessments twice yearly for BID purposes. C. OFFICE SPACE. City shall provide desk space at the Redevelopment Agency office at 1313 Fifth Avenue for BID purposes. City shall not be responsible for phone, computer or web expenses. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: Compensation shall total $20,000 per year. All compensation to CONTRACTOR shall be paid from BID assessments and parking lot revenue, and shall not be an obligation of the CITY. 5. TERM OF AGREEMENT. The term of this Agreement shall continence on July 1, 2011 and end on June 30, 2012. Upon mutual agreement of the parties, and subject to the approval of CITY, the term of this Agreement may be extended. Contract renewals will be concurrent with the fiscal year running from July 1 -June 30"i. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. 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. D. Return of Documents. 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. 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. K S. 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. 9. INSURANCE. A. During the tern of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: I. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence. 2. 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 CONTRA.CTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 9. 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, terninate or otherwise modify the terns and conditions of said insurance policies except upon ten (10) days NNritten 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. The insurance shall be approved as to form and sufficiency by PROJECT 9 MANAGER 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 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. 10. 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 negligent 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. 11. 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. 12. 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. 13. 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 terns and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other conununications 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: 4 TO AGENCY: Stephanie Lovette Acting Economic Development Director City of San Rafael 1313 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Joanne Webster 6 Madrone Rd. Fairfax, CA 94930 15. 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. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. 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. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. 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. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. 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. 17. 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. 18. 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 tern, covenant, condition, ordinance, law or regulation, or of any subsequent breach or x iolation of the same or A 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 terns, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the teens 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. 20. AGENCY BUSINESS LICENSE OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY 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. CITY shall not be required to pay for any work perfonned under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. APPLICABLE LAW. The laws of the State of Cali fornia 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 Step anie Lovette Acting Economic Development Director ATTEST: Esther C. Beirne City Clerk "...' � .•.fir•. �' �' � �- �Cw.�' o APPROVED AS TO FORM: Lisa Goldfien Assistant City Attorney JOANNE WEBSTER » � r ar B.I.D. Director's Responsibilities: 2011-2012 Management and Communication • liaison between the Downtown Business Owners and the City of San Rafael • promote member support, education and communication • maintain Downtown San Rafael website and distribute quarterly newsletter • manage the office • generate the monthly agendas coordinate the monthly board meetings Finances and Administration • responsible for all revenues and expenditures • manage the collection of Lindaro Parking lot revenue • file articles of incorporation for the BID organization (summer 2011) • file for 501 (c) 6 tax status (summer 2011) • advice and guide BID restructuring committee to develop management plan/strategy for new business based BID (summer, early fall 2011) • assist restructuring committee in petition process for the adoption of new business based BID (after January 1, 2012) Downtown Events • train and assist new event producer to produce the annual May Madness Classic Car Parade event (after January 1, 2012) • produce annual Safe Trick or Treat event (October 2011) Outreach with the Community at Large • represent the interest of the organization to various community groups and committees • act as a resource for property owners and prospective tenants N