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Home My WebLink AboutCC Resolution 11956 (BID Management; Joanne Webster)RESOLUTION NO. 11956 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, 2006 TO JUNE 30, 2007) 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 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, JEANNE M. LEONCINI, 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 15th day of May, 2006 by the following vote, to wit: AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None Aft. - - �� ae, // F JEANNE M. LEONCINI, City Clerk ItCiCG 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 1st day of July 2006, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and JOANNE WEBSTER (hereinafter "CONTRACTOR"). 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; NOW, THEREFORE, the parties hereby agree as follows: A. CITY. The Economic Development Director shall be the representative of the CITY for all purposes under 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 lot located at Second and Lindaro Streets, San Rafael (as described in Exhibit "A"), 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 $1200 per year, or the amount charged to the Agency under its lease with PG&E, to be paid from parking lot rental proceeds. Sr`31:`2006 1�. t] 1i� I.- `� G B. BID EXECUTIVE DIRECTOR. See Attachment `B" for a listing of Director duties. 3. TAT TTTF.S OF CITY. CITY shall perform the duties as follows: 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. MM-PF.N.q ATTnN. For the full performance of the services described herein by CONTRACTOR, CONTRACTOR and CITY agree to the following: Compensation shall total $30,000 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. D:►� �77_I : 0DulMI The term of this Agreement shall commence on July 1, 2006 and end on June 30, 2007. 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 30th MA MEW16h1 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. �WIMMKWMMOW_111►It It 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 5/31/2006 2 with CITY or its agent in any such audit or inspection. 8. 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 term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one hundred thousand ($100,000) dollars per occurrence. 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. B. 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. 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 6 8.2006 3 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. 9�0102 N .11:9'•' ►1 •:1 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. 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 AGENCY: Nancy Mackle Economic Development Director City of San Rafael Redevelopment Agency 1313 Fifth Ave. (P.O. Box 151560) San Rafael, CA 94915-1560 TO CONTRACTOR: Joanne Webster 6 Madrone Rd. Fairfax, CA 94930 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. • u ► u k" u I a k,40 L 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 513 M06 4 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. 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. 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. 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. 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 F3 and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. The laws of the State of California shall govern this Agreement. 5/31/2006 `� IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. SAN RAFAEL REDEVELOPMENT AGENCY I iA L&O A�uLW-4LC NANCY MACKLE Economic Development Director ATTEST: FFAN M. LEONCM City Clerk S G FORM: r';' e Lar v d' Attorney 53112006 e JOANNE WEBSTER,`