HomeMy WebLinkAboutED Business Retention, Expansion & Attraction 2016-17AGREEMENT FOR PROFESSIONAL SERVICES
FOR 2016-17 BUSINESS RETENTION, EXPANSION AND ATTRACTION
This Agreement is made and entered into this 5' day of, 5!�P72016, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and SAN RAFAEL CHAMBER OF
COMMERCE, a 501(c)(6) corporation (hereinafter "CONTRACTOR")
RECITALS
WHEREAS, The City of San Rafael requests professional services for an expanded Fiscal
Year 2016-17 business outreach program that will survey local businesses and prepare a report on
trends within the San Rafael business community; and
WHEREAS, The San Rafael Chamber of Commerce is the most qualified organization to
provide these services; and
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. 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 assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. Joanne Webster 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 conduct interviews and prepare a report to the CITY as described in
Exhibit "A" attached hereto and incorporated herein.
3. DUTIES OF CITY.
Flys L1 — 3 — lPcv 5
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows: oversee the progress of the project through CONTRACTOR'S Economic Vitality
Committee and review the report prior to public release.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR as follows:
1. $7500.00 to be provided upon execution of this Agreement; and
2. $7500.00 to be provided upon delivery of the report.
Payment will be made upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONTRACTOR.
5. OF AGREEMENT.
e term of this Agreement shall be for 1 year(s) cominencing on !;&PT ► , 2016 and ending
o b G 31 201N. Upon mutual agreement of the parties, and subject to the approval of the City
Manager the term of this Agreement may be extended for an additional period of up to 6 months.
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.
7. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONTRACTOR in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
8. 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.
9. 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.
10. 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 any licensed professional perforans any of the services required to be
performed under this Agreement, a professional liability insurance policy in the minimum amount
of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to
cover any claims arising out of the CONTRACTOR's performance of services under this
Agreement. Where CONTRACTOR is a professional not required to have a professional license,
CITY reserves the right to require CONTRACTOR to provide professional liability insurance
pursuant to this section.
4. 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 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.
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. Except for professional liability insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
4. The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, tenninate 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 party. 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 party. 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 nolicv languaLye or specific endorsements
evidencinE 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.
11. 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 harniless 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.
12. 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.
13. 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.
14. 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.
15. 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:
Danielle O'Leary
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Joanne Webster
San Rafael Chamber of Commerce
817 Mission Avenue
San Rafael, CA 94901
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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 Foran W-9 (Request for Taxpayer Identification Number and
Certification).
22. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WIIEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
JI. SC1 UTZ, City Manna er
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
.�ic'z
ROBERT F. EPSTEIN, City Attorney
CONTRACTOR
B A—
Name: Tv Q "qe- I`� Wi b"5 HI
L
Title: (1i 119%,b
pr'051�m-1 Grid CLc�
San Rafael i Chamber
817 Mission Avenue
San Rafael, CA 94901
(415)454-4163
www.srchamber.com
September 20, 2016
Danielle O'Leary
Director of Economic Development and Innovation
City of San Rafael
1400 Fifth Avenue
San Rafael, CA 94901
Dear Danielle:
This is an update to the third year of the Business Retention and Expansion (BRE) contract with the San
Rafael Chamber of Commerce to perform business retention and expansion interviews. We recently
completed over one hundred of these interviews with business owners in San Rafael as part of our
Economic Vitality Outreach Program. The goal of the program was to collect information from the
business owner to help identify any obstacles or common themes for businesses operating in the city
and help build awareness of any issues that may impact economic vitality in San Rafael. With assistance
from the Marin Economic Forum, the data was culminated in a report that we will deliver to the City
next month at the Business Issues Committee (BIC) meeting. The data collected from the interviews
provides insight into the challenges that businesses face and allows the Chamber and the City to discuss
these issues, make recommendations and work collaboratively to create possible solutions. A copy of
that report will be distributed to the Economic Development Department and to the City Manager.
We are pleased to continue the work of the Economic Vitality Outreach Program in 2016-2017 by
contracting with the City again to perform an additional 100 business retention and expansion
interviews that will help to determine the obstacles that exist to businesses' ability to remain and grow
in Marin County and what may be within the powers of the City to assist in retention and job growth.
An invoice is attached for the annual flat fee in the amount of $15,000.00
As outlined in the following scope, the Chamber will provide services for this program thru September
2017. We look forward to working with you on this program and will provide you periodic updates
through our Economic Vitality Committee.
Please feel free to let me know if you have any questions.
Thank you,
F.. IA#.L �""'
Joanne Webster
President and CEO
(415) 454-4163 x101
iwebsterCeDsrchamber.com
Exhibit A
San Rafael Business Retention, Expansion, and Attraction
Economic Vitality Outreach Program
Scope and Budget
This is a scope of work and budget for a project by the San Rafael Chamber of Commerce with
the City of San Rafael to assess, monitor and report the evolution of San Rafael businesses, trends, and
areas of opportunity. San Rafael is a unique place in Marin County that it is connected to a major
transportation hub and has a wide variety of existing and targeted business classifications.
Deliverables:
This project generates data and feedback from interviews with San Rafael businesses,
culminating in a report that will be delivered to the City of San Rafael in September 2017. This report will
advise the City of San Rafael Economic Development Department about trends in the existing San Rafael
business community and subsequent areas of opportunity for business attraction to the City of San
Rafael. The report will be compiled using data about San Rafael businesses conducted via interviews by
members of the Chamber Board, staff and Economic Vitality Committee members, and possibly students
from Dominican University of California. Interviews will be conducted from October 2016 through
September of 2017.
The deliverables would be:
• A minimum of 100 interviews of local businesses of a variety of classifications in San
Rafael (Retail, Service, Manufacturing, Hospitality, Automobile, Tech, Education,
Construction etc.);
• Additional interviews conducted by the Economic Development Director and the
Chamber President and CEO specifically with large employers and businesses that
generate high sales tax revenue ;
• A standardized interview format allowing comparison of similar data from year-to-year;
• In-depth, facilitated follow-up discussions with interviewees as requested by City Staff;
• A "dashboard" recurring report to inform San Rafael City Council and City Staff
o Shows major metrics and provides away to track changes in trends overtime;
o Report document that can be easily updated based on the models above.
The dashboard report would be the major output of this project and would inform all about
major benefits, challenges and opportunities of doing business in San Rafael. The report can be made
available to the public and stakeholders at City Staff's direction including public release at the Chamber's
annual Forecasting the Future Marin Economic Conference. This project will take the assistance of
multiple parts of the San Rafael business community, including current businesses, commercial real
estate owners and professionals, city government and staff, the Downtown Business Improvement
District, the Marin Economic Forum, and local residents. The facilitated, follow-up discussions will help
provide additional qualitative shape to the data.
Budget and Timeline:
To perform this work, the budget for this project is an annual flat fee of $15,000. The timeline for this
project is September 2016 through September 2017.
CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Economic Development
Project Manager: Danielle O'Leary
Extension: 3460
Contractor Name: San Rafael Chamber of Commerce
Contractor's Contact: Joanne Webster
Contact's Email: jwebster@srchamber.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
1
2
3
rd
5
6
7
8
9
RESPONSIBLE
DESCRIPTION
DEPARTMENT
Forward signed original agreements to City
Project Manager
a. Email PINS Introductory Notice to Contractor
City Attorney
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
City Attorney
a. Review, revise, and comment on draft agreement
l(. 30 -1to
and return to Project Manager
City Manager/ Mayor
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
Project Manager
Forward three (3) originals of final agreement to
contractor for their signature
Project Manager
When necessary, * contractor -signed agreement
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or
Public Works Contract > $125,000
Date of Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
Project Manager
Forward signed original agreements to City
L 62,-
Attorney with printed copy of this routing form
City Attorney
Review and approve hard copy of signed
agreement
City Attorney
Review and approve insurance in PINS, and bonds
l(. 30 -1to
(for Public Works Contracts)
City Manager/ Mayor
Agreement executed by Council authorized official
City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager
COMPLETED
DATE
10/10/2016
10/6/2016
REVIEWER
Check/Initial
N
LKG
N
10/12/2016 N LAG
10/13/2016
N LAG
10/14/2016 ❑
® N/A
Or ❑
Click here to
enter a date
10/24/16 AG
L 62,-
741
l(. 30 -1to
�zf�