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Home My WebLink AboutED RA Farmers' Market AgreementCITY OF AGENDA ITEM NO.:3 SAN RAFAEL MEETING DATE: December 7, 2009 San Rafael Redevelopment Agency Agenda Report SUBJECT: Resolution Authorizing the Economic Development Director to Execute a Professional Services Agreement with Chez Brigitte, LLC for the 2010 Downtown Farmers' Market Festival (from 1/1/10– 12/31/10). Department: Redevelopmen'tA' Prepared by: Lr` 1 Yn"�L--e4` j Initials: Nancy Mackle, Economic Development Director Ken Nordhoff, Executive Director RECOMMENDATION: Adopt the attached resolution to execute a professional services agreement with Chez Brigitte, LLC for the 2010 Downtown Farmers' Market Festival. BACKGROUND: The Downtown Farmer's Market Festival was established in 1990 and has been a popular event drawing approximately 5,000 people to the Downtown each Thursday night of the season. The Agency contracts for services to operate the Market, with costs being covered by the Market revenues (vendor fees). The Agency also pays for Police and clean up crews. For 2010, it is recommended that the Agency again contract with Chez Brigitte, LLC for these services as described below. DISCUSSION: Season Dates. The 2010 Market is proposed to begin on April 1, 2010 and run through September 30, 2010, for a total of 27 Markets. Under separate resolution, the City Council will be presented with the necessary street closure approvals for the Market to operate. Revenue and Expenditures. Under the proposed contract, Chez Brigitte will receive the revenues from the Market to pay for all operational expenses. The operational costs of the Market include items such as advertising and t -shirts, postage, entertainment, porta potties, dumpsters, Market management and temporary labor. The Agency will continue to pay for street cleanup and Police, as it has done since the inception of the Market. Start Up Funds. In the 2010 contract, it is proposed that the Agency provide start up funds ($10,000) to be repaid in July 2010. This is necessary as Market revenues are the highest in the FOR AGENCY SECRETARY ONLY File No.: Agency Meeting: Disposition: — Page 2 summer, yet costs are incurred pre -season and fairly consistently throughout the season. The contract includes a repayment schedule. Contractor Experience. Monique Anderson, owner of Chez Brigitte, LLC, has successfully operated the Market for many years, and has technical expertise on issues such as Farmers' Market certification requirements, health department regulations, WIC program, traffic and other safety concerns of the Market. Additionally, she has detailed knowledge regarding the Market farmers and vendors, City staff, City rules and regulations, and local merchants' needs. FISCAL IMPACT: The costs of this event are included in the Agency's two-year administrative budget. OPTIONS: • Adopt the attached resolution authorizing the agreement. • Direct staff regarding amendments to the agreement. • Reject the agreement. ACTION REQUIRED: Adopt the attached resolution. ATTACHMENTS: Attachment A: Professional Services Agreement with Chez Brigitte, LLC SAN RAFAEL REDEVELOPMENT AGENCY RESOLUTION NO. MOVED BY: MEMBER SECONDED BY: MEMBER RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT DIRECTOR TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH CHEZ BRIGITTE LLC FOR THE 2010 DOWNTOWN FARMERS' MARKET FESTIVAL (FROM i/1/10 —12/31/10) FINDINGS AND PURPOSE: The San Rafael Redevelopment Agency, Marin County, California, hereinafter referred to as AGENCY, does hereby declare, find and determine that: 1. WHEREAS, the AGENCY 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 2. WHEREAS, Chez Brigitte L.L.C. (hereinafter "CONTRACTOR") has experience in providing management services and special technical shills to ensure a successful Market; and 3. WHEREAS, the AGENCY desires to employ CONTRACTOR to provide such services and CONTRACTOR is willing and able to provide said services; and 4. WHEREAS, start up costs of $10,000 shall be paid to CONTRACTOR by the AGENCY and repaid in 2010 in accordance with the repayment schedule in the Professional Services Agreement; and 5. WHEREAS, all other CONTRACTOR costs for the Market will be paid from Market gross receipts and shall not be an obligation of the AGENCY. NOW, THEREFORE the AGENCY takes the following ACTION: RESOLVED, that the AGENCY authorizes the Director of Economic Development to execute an Agreement for Professional Services with CONTRACTOR, for the 2010 Farmers' Market Festival. I, ESTHER C. BEIRNE, Agency Secretary of the San Rafael Redevelopment Agency, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of said AGENCY held on the seventh day of December, 2009, by the following vote, to wit: AYES: MEMBERS: NOES: MEMBERS: ABSENT: MEMBERS: ESTHER C. BEIRNE Agency Secretary Attachment A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE SAN RAFAEL REDEVELOPMENT AGENCY AND CHEZ BRIGITTE, LLC TO PROVIDE OPERATION AND MANAGEMENT SERVICES FOR THE DOWNTOWN SAN RAFAEL FARMERS' MARKET FROM JANUARY 1, 2010 THROUGH DECEMBER 31, 2010 This Agreement is made and entered into this 1St day of January, 2010, by and between the CITY OF SAN RAFAEL REDEVELOPMENT AGENCY (hereinafter "AGENCY"), and CHEZ BRIGITTE, LLC (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the AGENCY 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 AGENCY 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. AGENCY. The Economic Development Director shall be the representative of the AGENCY 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 27 Markets, from April 1, 2010 through September 30, 2010. Duties include but are not limited to the following: • Hiring of all personnel, entertainment, and labor • Coordination of street closures • Coordination of on-site security with Police personnel • Recruitment and scheduling of vendors and entertainment • Tracking financial data including revenue and expenditures for the event • Meeting State certification requirements and reporting RDA/AdniWSpecEvents/DwntwnMkt/2010/Chez Brigitte/Contract 1 • Collection and deposit of weekly revenue • Pay all expenses related to MARKET with the exception of Police and City cleanup costs • Advertising/Marketing the event ■ Coordination of weekly event cleanup with City personnel and contracted labor • Meeting with the Farmers' Market Advisory Board on a regular basis 3. DUTIES OF AGENCY. AGENCY shall pay Police and City labor costs for street cleanup. All compensation to CONTRACTOR shall be paid from Market gross receipts, collected by CONTRACTOR, and shall not be an obligation of the AGENCY. AGENCY shall pay start up costs of $10,000 to be repaid in July 2010. 4. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on January 1, 2010 and ending on December 31, 2010. Upon mutual agreement of the parties, and subject to the approval of AGENCY, 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 AGENCY 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 AGENCY 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 AGENCY, 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 AGENCY 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. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to AGENCY, the following insurance policies: RDA/Admin/SpecEvents/DwntwnMkt/2010/Chez Brigitte/Contract 2 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; 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 AGENCY and shall not call upon AGENCY'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 AGENCY, 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 AGENCY, 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 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 AGENCY against all RDA/Admin/SpecEvents/DvmtvmMkt/2010/Chez Brigitte/Contract 3 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 AGENCY's option, the deductibles or self-insured retentions with respect to AGENCY shall be reduced or eliminated to AGENCY'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 AGENCY, 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. NONDISCRIIy1INATION. 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 AGENCY, 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. AGENCY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third parry, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other parry. 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: RDA/Admin/SpecEvents/DwntwnMkt/2010/Chez Brigitte/Contract 4 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: MN Monique Anderson Owner Chez Brigitte, LLC 76 San Pablo Avenue San Rafael, CA 94903 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 AGENCY. CONTRACTOR and AGENCY 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 AGENCY. 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 AGENCY. 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 AGENCY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes AGENCY 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 RDA/Admin/SpecEventsNwntwnMkt/2010/Che7 Brigitte/Comract 5 breach or violation by the other party 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. AGENCY 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. SAN RAFAEL REDEVELOPMENT AGENCY CHEZ BRIGITTE, LLC NANCY MACKLE Economic Development Director GVU-MIS ESTHER C. BEIRNE Agency Secretary RDA/Admin/SpecEvents/DwntwnMkt/2010/Chez Brigitte/Contract 6 MONIQUE ANDERSON Owner APPROVED AS TO FORM: ROBERT F. EPSTEIN Agency Attorney