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HomeMy WebLinkAboutReso 35-2009RESOLUTION NO. 35-2009 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA RESOLUTION APPROVING AN AGREEMENT SPONSORING THE OPERATION OF THE SOUTH SAN FRANCLSCO FARMERS' MARKET AT THE BART PLAZA BY DESIGNATING PACIFIC COAST FARMERS' MARKET ASSOCIATION (PCFMA) AS THE OPERATOR OF A WHEREAS, the South San Francisco Farmers' Market ("Market") began in 2000 with support from the City; and WHEREAS, the Market has been successfully operated by the Pacific Coast Farmers' Market Association ("PCFMA") since 2005; and WHEREAS, the City's prior sponsorship of the Market has expired, and the City Council seeks to renew its sponsorship of the PCFMA's operation of the Market for the annual amount of $5,200.00; and WHEREAS, sufficient funding is included in the 2008/2009 FY Budget. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby: 1. Approves the Sponsorship Agreement with the PCFMA, attached as Exhibit A. 2. Authorizes the City Manager to execute the Agreement on behalf of the City Council of the City of South San Francisco upon timely submission by PCFMA of the signed project contract and certificates of insurance. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a regular meeting held on the 22" day of April, 2009 by the following vote: AYES: Councilmembers Pedro Gonzalez, Richard A. Garbarino, and Kevin Mullin, Vice Mayor Mark Addiego and Mayor Karyl Matsumoto NOES: None ABSTAIN: N ABSENT: None c'~ ATTEST: ~~ 'ty Clerk ~~ SPONSORSHIP AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND PACIFIC COAST FARMER'S MARKET THIS AGREEMENT is entered into as of the day of , 2009, by and between the City of South San Francisco, a municipal corporation (herein referred to as "City"), and Pacific Coast Farmers' Market, a California non-profit corporation (hereinafter referred to as "Operator"); and WHEREAS, City desires to sponsor Operator's services for the operation of the South San Francisco Certified Farmers' Market and an adjacent area in which nonagricultural products maybe sold (collectively, the "Market"); and WHEREAS, Operator hereby warrants to the City that Operator has experience and expertise in competently providing such services as described in Section 1 of this Agreement. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: Section 1. Scope of Services for Operator. The scope of services to be performed by the Operator under this Agreement are set forth in this Agreement. Operator shall establish and operate a Market in South San Francisco to be held on Saturday mornings and afternoons at least once a week for at least 26 weeks during months of May, June, July, August, September and October. Operator may change the operating day, operating hours or operate the Market on additional weeks or in other months only as mutually agreed in writing by Operator and City. Operator has found a location for the Market on property located in South San Francisco and owned by the Bay Area Rapid Transit District (BART), which has been approved by both BART and City. The area occupied by the Market may thereafter be changed only as mutually agreed in writing by Operator and City. Among the services Operator shall perform to establish and operate the Market are the following: 1. Recruit and manage California certified agricultural producers to sell within the certified farmers' market portion of the Market and non-agricultural specialty food producers to sell within the adjacent area of the Market. 2. Secure and maintain all licenses and permitting required by local, state and federal law, including those mandated by the San Mateo County Agricultural Department and the San Mateo County Environmental Health Department for the legal operation of both a Certified Farmers' Market and an adjacent area in which nonagricultural products maybe sold. Designate a single market manager to handle all day-to-day market operations as they pertain to management of producers, loan-in and load-out, customer relations, site preparation, and clean-up. 4. Assure that producers and vendors adhere to the Operator's rules and regulations, product quality, and set-up and clean up procedures. 5. Provide all equipment and resources necessary for operation of the Market, including signage, barricades, and an information booth. 6. Address and handle any problems, situations, and/or concerns of South San Francisco residents and businesses relating to the operation of the Market. 7. Manage daily operations of the Market. 8. Maintain financial records that establish compliance with the terms of this Agreement. 9. Enforce all state and local Agricultural & Health Regulations and serve as the on- going liaison with the San Mateo County Agriculture Department and San Mateo County Environmental Health Department. 10. Include name, logo and other recognition of the City of South San Francisco as a sponsor on signs and other collateral developed to promote the Market. Section 2. Sponsorship Fee. City agrees that it will pay to Operator the amount of $5200 per year in sponsorship fees for the Market and in consideration of Operator's performance of services under this Agreement. Section 3. Term of Agreement. This Agreement shall commence upon the date indicated above and shall renew automatically on an annual basis, unless terminated in accordance with Section 4. below. Section 4. Termination. This Agreement may be terminated by either party for cause after reasonable efforts to resolve disagreement have been concluded. A. The Agreement may also be terminated by the City without cause effective upon the Operator's receipt of thirty (30) days written notice if the City determines it is in the best interest of the City or public to terminate. B. The Operator may terminate this Agreement after the second anniversary of the effective date of this Agreement, forfeiting any and all payments due in the remainder of the contract, and reimbursing City for the pro rata portion of the year for services not yet performed, if it has already received an annual sponsorship fee from City, upon written. notice sent to City. Section 5. Independent Contractor Status. It is expressly understood and agreed by both parties that Operator, while engaged in carrying out and complying with any of the terms of this Agreement, is an independent contractor and not an employee of the City. Operator expressly warrants not to represent, at any time or in any manner, that Operator is an employee or agent of the City. Section 6. Assignment and Subcontracting. Operator shall not assign any interest, right or obligation pursuant to this Agreement without the City's prior written approval. Section 7. Indemnification of City. Operator hereby agrees to defend, indemnify and hold harmless the City and its officers, employees, agents, and volunteers from and against any and all claims arising out of the willful or negligent acts, errors or omissions of Operator, its employees, subcontractor, or agents relating to this Agreement and/or Operator's, its employees', subcontractors' or agents' performance hereunder. The City has no liability or responsibility for any accident, loss or damage to any work performed under this Agreement. Section 8. Compliance with Laws. A. General. Operator shall comply with all applicable federal, state and local laws, codes, ordinances and regulations. Operator represents and warrants to City that it has or will secure and maintain all licenses, certificates, permits, qualifications, insurance and approvals of whatsoever nature that are legally required for Operator to conduct its business, including a South San Francisco Business License. B. Certified Farmers' Market. Operator shall secure and maintain a permit to operate a portion of the market in compliance with the State of California's regulations governing a Certified Farmers' Market. Operator shall operate an area adjacent to and in conjunction with the Certified Farmers' Market in which nonagricultural products will be sold. C. Workers' Compensation. Operator certifies that it is aware of the provisions of the California Labor Code which require every employee to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and Operator certifies that it will comply with such provisions before commencing performance of this Agreement. D. InjurX and Illness Prevention Program. Operator certifies that it is aware of and has complied with the provisions of California Labor Code Section 6401.7, which requires every employer to adopt a written injury and illness prevention program. E. Nondiscrimination. In performing services under this Agreement, Operator certifies it shall not discriminate in the employment of its employees on the basis of race, color, religion, sex, marital status, sexual orientation, national origin or ancestry. Any subcontracts entered in by Operator, pursuant to this Agreement, shall contain comparable language forbidding discriminatory practices by subcontractors. F. City Not Responsible. City is not responsible or liable for Operator's failure to comply with any and all of said requirements. Section 9. Insurance A. Minimum Scope of Insurance. 1) Operator agrees to have and maintain, for the duration of this Agreement, a General Liability insurance policy insuring Operator to an amount not less than one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. 2) Operator agrees to have and maintain for the duration of this Agreement an Automobile Liability insurance policy insuring Operator to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. 3) Operator shall provide to City all certificates of insurance with original endorsements reflecting coverage required by this paragraph. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies at any time. Operator shall list City, its officers, officials, employees, and volunteers as additional insured under policy endorsements. B. General Liability. 1) The Operator's insurance policies required hereunder shall be endorsed to provide for the following: City, its officers, officials, employees, volunteers are to be covered as additional insureds with respect to: liability arising out of activities performed by or on behalf of Operator; products and completed operations of Operator; premises owned or used by Operator; or automobiles, owned, leased, hired or borrowed by Operator. 2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. 3) Operator's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. C. All Coverage. Each insurance policy required in this section shall be endorsed to state that coverage shall not be suspended, voided, or canceled except after thirty (30) 4 days prior written notice by certified mail, return receipt requested, has been given to the City. Current certification of such insurance shall be kept on file with the City at all times during the term of this Agreement. D. Acceptability of Insurers. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Section 10. Entire Agreement: Amendment. This Agreement constitutes the complete and exclusive expression of the understanding and agreement between the parties with respect to the subject matter hereof. This Agreement maybe amended or extended from time to time by written agreement of the parties hereto. Section 1 1. Litigation Costs. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party shall be entitled to recover its reasonable litigation expenses. Section 13. Remedies. In addition to any other available rights and remedies, either party may institute legal action to cure, correct or remedy any default, enforce any covenant herein, or enforce by specific performance the rights and obligations of the parties hereto. Section 14. Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Mateo or in the United States District Court for the Northern District of California. Section 15. Written Notification. Any notice, demand, request, consent approval or communications that either party desires or is required to give to the other party shall be in writing and either served personally or sent by prepaid, first class mail. Any such notice, demand, etc., shall be addressed to the party at the address set forth herein below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within two business days from the time of mailing if mailed within the State of California as provided in this Section. If to City: City Manager City of South San Francisco City Hall 400 Grand Avenue South San Francisco, CA 94080 If to Operator: Director Pacific Coast Farmers' Market Association 5056 Commercial Circle Ste. E Concord, CA 94520 Section 16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. Section 17. Execution. This Agreement maybe executed in several original counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the City and Operator have executed this Agreement as of the date first above written. CITY OF SOUTH SAN FRANCISCO PACIFIC COAST FARMER'S MARKET By: It's: 1221996.1