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HomeMy WebLinkAboutCC Resolution 13640 (Farmers' Market; Next Generation Events)CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLUTION NO. 13640 RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT MANAGER TO EXECUTE A THREE YEAR PROFESSIONAL SERVICES AGREEMENT WITH NEXT GENERATION EVENTS TO MANAGE THE DOWNTOWN FARMERS' MARKET FESTIVAL JANUARY 1, 2014 TO DECEMBER 31, 2016 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 Downtown San Rafael Farmers' Market Festival (hereinafter "Market"); and WHEREAS, Next Generation Events, (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; and NOW, THEREFORE BE IT RESOLVED, that the CITY COUNCIL hereby authorizes the Director of Economic Development to execute an Agreement for Professional Services with CONTRACTOR, in the form to be approved by the City Attorney, for the 2014 thru 2016 Farmers' Market Festival season(s). 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 18th day of November 2013, by the following vote, to wit: AYES: COUNCILMEMBERS: Colin, Connolly, fieller, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None ESTI 1ER C. 13EIRNt , City Clerk Exhibit A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND NEXT GENERATION EVENTS TO PROVIDE OPERATION AND MANAGEMENT SERVICES FOR THE DOWNTOWN FARMERS' MARKET FESTIVAL FROM JANAUARY 1, 2014 THROUGH DECEMBER 31, 2016 This Agreement is made and entered into as of the 1St day of January, 2014, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and NEXT GENERATION EVENTS, L,LC (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 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 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, The Economic Development Manager shall be the representative of the CITY for all purposes under this Agreement. B. CONTRACTOR. Monique ,Anderson is hereby designated as the PROJEC I, DIRECTOR for CONTRACTOR. 2. DL TIES OF CONTRACTOR. CONTRACTOR shall perform the duties and. or provide services as follows: organization and operation of the MARKET from April 2014 through September 2016. Duties include but are not limited to the following: ■ Ifiring, training all personnel, entertainment, and labor ■ Coordinating street closures with the CITY'S ENent Coordinator and Police Department ■ Coordinatin<.; iveekly event cleanup with contracted labor paid for by MARKET ■ Recruiting and scheduling vendors and entertaitunent ■ 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 per 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 OF THE CONTRACTOR. 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 three (3) years, commencing on January 1, 2014 and ending on December 31, 2016. Upon mutual agreement of the parties, and subject to the approval of CITY, 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 CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the perl"on-nance 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 Linder 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. & INS(JRANCE. .,.k. Durint4 the term of this Agrcement, CONTRACTOR shall maintain, at no expense to crn, the following insurance policies: I . A comprehensive general liability insurance policy in the minimum amount of one million ($1,000.000) dollars per occurrence for death, hodil,, injury, personal injury, or darna,;e, property 1 C71 1 Exhibit A 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 perforins 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 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, 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 DIRECTOR 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 necessar} to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. An)- deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the City's Risk %-Ianager and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or Exhibit A 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. 9. 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 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. 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 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 folloNvs: TO CITY: Stephanie Lovette Economic Development Manager City of San Rafael 1313 Fifth ACTe. (P.O. Boz 1.51560) San Rafael, CA 94915-1560 4 Exhibit A TO CONTRACTOR: Monique Anderson Owner Next Generation Events P O Box 151695 San Rafael, CA 94915-1695 14. 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. 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 CITY. 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 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 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 tie, 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. E Exhibit A 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 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. CITY OF SAN RAFAEL STEPHANIE LOVETTE Economic Development Manager APPROVED AS TO FORM: ROBERT F. EPSTEIN City Attorney 6 NEXT GENERATION EVENTS MONIQUE ANDERSON Owner ATTEST: ESTHER C. BEIRNE City Clerk