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HomeMy WebLinkAboutED Downtown Market Management 2017-19SAN RAFAEL THE CITY WITH A MISSION Agenda Item No: 4.d Meeting Date: February 6, 2017 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Economic Development Prepared by: Danielle O'Leary, City Manager Approval: Economic Development Director TOPIC: Agreement for new Downtown San Rafael Market SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A THREE YEAR PROFESSIONAL SERVICES AGREEMENT WITH NEXT GENERATION EVENTS TO MANAGE THE NEW DOWNTOWN SAN RAFAEL MARKET FOR THE 2017 THROUGH 2019 SEASONS RECOMMENDATION: Adopt the attached resolution to execute a three year professional services agreement with Next Generation Events, LLC for the 2017 thru the 2019 season of the New Downtown San Rafael Market. BACKGROUND: The Downtown Farmers' Market was established in 1990 and has been a popular event drawing up to 5,000 people to the Downtown each Thursday night of the season. The event was modeled after the very successful San Luis Obispo evening festival. The goal of the Market is to provide a family friendly environment with a variety of experiences; fresh vegetables, hot foods, music, crafts, and kids activities to attract people to Downtown San Rafael in the evening. The focus was and remains to bring people to the Downtown and not to compete with the daytime farmers markets in the rest of the County. In keeping with support of Downtown merchants the Market invites business owners to participate in the market at a reduced rate; this has resulted in nearly twenty Downtown Businesses taking booth space in the Market each week. Manaqement of the Festival Next Generation Events, LLC has successfully managed the Downtown Farmers' Market since 1990. Shayla Moran, the current owner of Next Generation Events, LLC has continued to modify, improve and creatively manage this award-winning event in Downtown San Rafael. Ms. Moran is a good partner working with and nurturing relationships with the Downtown Business Association and the City of San Rafael. The Downtown Market is one of the oldest operating businesses in the downtown with twenty- five years of operations. ANALYSIS: FOR CITY CLERK ONLY File No.: 4-3-531 Council Meeting: 02/06/2017 Disposition: Resolution 14270 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 Next Generation Events, LLC has been providing the City of San Rafael with Downtown Market coordination and production services for this important signature community event. The Downtown Market has been running in San Rafael since the 1990s, and over the years has gone through several iterations. This year Next Generation Events, LLC is going to bring a renewed focus on curating family friendly events, gaining new vendors, and producing new branding and social media campaigns to refresh the market in our community. Newly branded horizontal street banners will also be installed to emphasize the new look and feel of the Downtown Market. In addition, Next Generation events is planning the "Last Thursdays of the Month" events focusing on live music, and family fun games. Staff is looking forward to working with Next Generation Events, LLC to evolve the market and is recommending council approval of the three year contract. COMMUNITY OUTREACH: Next Generation Events, LLC manages and handles all marketing aspects of the market. FISCAL IMPACT: The City costs for the Market include Police time, Events Coordinator time, Parking Services staff time for the weekly no parking signage and towing, Public Works staff costs for signage, and pressure washing the sidewalks and Plaza during and after the season. These costs are absorbed by the respective operating budgets of the four City departments. OPTIONS: The City Council has the following options to consider on this matter: 1. Staff's recommended action (approve, accept, etc.) 2. Adopt resolution with modifications. 3. Direct staff to return with more information. 4. Take no action. RECOMMENDED ACTION: Adopt the attached resolution. ATTACHMENTS: 1. Resolution 2. Draft Professional Services Agreement with Next Generation Events RESOLUTION NO. 14270 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A THREE YEAR PROFESSIONAL SERVICES AGREEMENT WITH NEXT GENERATION EVENTS, LLC TO MANAGE THE NEW DOWNTOWN SAN RAFAEL MARKET FOR THE 2017 THROUGH 2019 SEASONS WHEREAS, the San Rafael City Council has determined that it is in the City's best interest to obtain management services for the organization and operation of the new Downtown San Rafael Market (hereinafter "Market"); and WHEREAS, Next Generation Events, LLC (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. NOW, THEREFORE BE IT RESOLVED, that the City Council hereby authorizes the City Manager to execute an Agreement for Professional Services with CONTRACTOR, in a form to be approved by the City Attorney, for the 2017 through 2019 Downtown San Rafael Market seasons. 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 6th day of February, 2017 by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTHER C. BEIRNE, City Clerk Exhibit A AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SAN RAFAEL AND NEXT GENERATION EVENTS TO PROVIDE OPERATION AND MANAGEMENT SERVICES FOR THE NEW DOWNTOWN SAN RAFAEL MARKET This Agreement is made and entered into this day of , 2017, 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 New Downtown San Rafael Market (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: PROJECT COORDINATION. A. CITY'S Project Manager. 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'S Project Director. CONTRACTOR shall have overall responsibility for the progress and execution of this Agreement. Shayla Moran, owner, is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: organization and operation of the MARKET from April 2017 through December 2019. 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 the 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 requested by the City of San Rafael • Meeting State certification requirements and reporting • Paying all expenses related to MARKET with the exception of Police overtime costs • Advertising/marketing the MARKET • Meeting with the Farmers Market Advisory Board on a regular basis. 3. COMPENSATION. 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 3 year(s) commencing on February 7, 2017 and ending on December 31, 2019. 5. 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. 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. 8. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. 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. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for worker's compensation and employer's liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. The insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 3 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. 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. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured parry. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured parry. 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. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 4 9. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by; the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 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 5 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's Project Manager: TO CONTRACTOR's Project Director: 14. INDEPENDENT CONTRACTOR. Danielle O'Leary City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Shayla Moran Downtown San Rafael Market P.O. Box 151695 San Rafael, CA 94915 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. 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. 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 parry 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 parry 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 parry of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 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 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 performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 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 CONTRACTOR Lo JIM SCHUTZ, City Manager Name: Title: ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) --> CITY COUNCIL AGENDA ITEMS 4 AGENDA ITEM APPROVAL PROCESS 4 [DEPT - AGENDA TOPIC] Agenda Item # Date of Meeting: 2/6/2017 From: Brian Auger Department: Economic Development Date: 1/25/2017 Topic: PSA for new Downtown San Rafael Market Subject: Professional Services Agreement between City of San Rafael and Next Generation Events to manage and operate the new Downtown San Rafael Market for the 2017 through 2019 seasons Type: ® Resolution ❑ Ordinance ❑ Professional Services Agreement ❑ Other: Staff Report APPROVALS ® Finance Director Remarks: Approved 1/30 with minor edit to financial impact ® City Attorney Remarks: LG -Approved 1/30/17 with minor revisions. ® Author, review and accept City Attorney / Finance changes Remarks: All changes accepted 1/30/17, item is now final. ® City Manager Remarks: