HomeMy WebLinkAboutReso 36-2010RESOLUTION NO. 3b-2010
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
RESOLUTION APPROVING AN AGREEMENT SPONSORING
THE OPERATION OF THE SOUTH SAN FRANCISCO
FARMERS' MARKET AT ORANGE MEMORIAL PARK BY
PACIFIC COAST FARMERS' MARKET ASSOCIATION
WHEREAS, the South San Francisco Farmers' Market ("Market") began in 2000 in the
Orange Memorial. Park location with support from the City; and
WHEREAS, the Market has been successfully opf;rated by the Pacific Coast Farmers'
Market Association ("PCFMA") since 2005; and
WHEREAS, the City Council seeks to continue to support the Market's operation at
Orange Memorial Park; and
WHEREAS, the Council Farmer's Market Subcommittee and staff recommend approval
of the Sponsorship Agreement with the PCFMA.
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 28th day of
April, 2010 by the following vote:
AYES: Councilmembers Pedro Gonzalez, Richard A. Csarbarino, and Karyl Matsumoto,
Vice Mayor Kevin Mullin
NOES: Mayor Mark Addieg_o
ABSTAIN: None
ABSENT: None
ATTEST:.
Ci
Exhibit A
SPONSORSHIP AGREEMENT BETWEEN
THE CITY OF SOUTH SAN F~iANCISCO AND
PACIFIC COAST FARMERS' MARKET ASSOCIATION
THIS AGREEMENT is entered into as of the day of , 2010, by and between
the City of South San Francisco, a municipal corporation (herein referred to as "City"),
and Pacific Coast Farmers' Market Association, 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 Fanners' Market and an adjace~lt area in which nonagricultural
products may be 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 AGRIr~E 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 AgrE:ernent.
Operator shall establish and operate a Market in South San Francisco to be held on
Saturday mornings and afternoons 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.
Market will be held in Orange Memorial Park, in the parking lot, near the sculpture
garden and the bocce courts. The area occupied by the 1`/Iarket may thereafter be changed
only as mutually agreed upon in writing by Operator and City.
Among the services Operator shall perform to establish. and operate the Market include,
but are not limited to the following:
1. Recruit, secure 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 Fanners' Market and an adjacent area in which nonagricultural
products may be sold.
3. Designate a single market manager to handle all day-to-day market operations as they
pertain to management of producers, load-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, ban-icades, and an information booth.
6. Address and handle any problems, situations, and/or concerns of South San Francisco
residents and ~busincsses relating to the operation of the Market.
7. Manage daily operations of the Market.
8. Maintain financial records that establish compliance with the ternls of this
Agreement.
9. Enforce all state and local Agricultural & Health Re€;ulations and serve as the on-
going liaison with the San Mateo County AgriculturE: Department and San Mateo
County Envirorunental Health Department.
10. Develop an Operations Plan including Rules & Regulations for the Market that shall
include, but not be limited to the following:
A. General location and layout of market staals, aisles, parking areas,
types and location of producers.
B. Parking plan -number, type and locations of barricades, parking
areas, identification and directional signs.
C. Rules and Regulations to ensure compliance with applicable governmental
regulations.
11. Develop a marketing and promotions plan for the Market. The marketing campaign
shall include, but not be limited to:
A. Include name, logo and other recognit7on of the City of South San
Francisco as a sponsor on signs and other collateral developed to promote
the Market.
B. Print advertisements appearing in appropriate local newspapers.
C. Production of a banner for placement at the market site or another suitable
site in South San Francisca
2
D. Production of posters and distribution of posters to businesses and
organizations in the area surrounding the market.
E. Community outreach through signage or a presence at other public events
in the City and through presentations to schools and community
organizations in the City.
F. A page on Operator's website with a list of market hours, location, events
and links to South San Francisco cominunit.y resources.
G. Special events in the market.
12. Operator will communicate with Sponsor on a continual basis to ensure the
advertising and promotion of the Market is conducted in a mutually agreeable
mariner.
Section 2. Scope of Services for City. In consideration of C>perator's performance of
services under this Agreement, City agrees to undertake thc: following tasl~s to support the
operations and promotions of the Market:
A. The City will make the agreed upon area <~vailable at no charge for the
operation of the Market. Said area will be available from two hours prior
to the mutually agreed upon start time of the market, until to two hours
after the mutually agreed upon end time of the market.
B. When feasible, City will assist Operator ii1 identifying and contacting
coininunity organizations such as chambers of commerce, schools,
nonprofit organizations, business associations and fraternal societies so
Operator may enlist the support of said organizations for promotion of the
Market.
C. City will provide Operator with a primary point of contact with which
Operator may communicate on a regular basis concerning market activity.
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 leave 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
ternlinate.
B. The Operator may terminate this Agreement after the second anniversary
of the effective date of this Agreement, without cause, effective upon the
City's receipt of thirty (30} days written notice if the Operator determines
it is in the best interest of the Operator to terminate.
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 skull 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' pc:rformance 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 represent; and wan ants to City that it
has or will secure and maintain all licenses, cer-tifica-tes, 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 Iaarmers' Market. Operator shall secure and maintain a permit to operate a
portion of the market in compliance with the State of C;alifornia'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 t:o 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. Injury and Illness Prevention Program. Operator certifies that it is aware of and has
complied with. the provisions of California Labor CadE; Section 6401.7, which
requires every employer to adopt a written injury and illness prevention program.
4
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 dur~ition 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, cer-tified 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.
I3. General Liability.
1) The Operator's insurance policies required hereunder shall be endorsed to provide
for the following: City, its officers, off cials, 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 anal 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.
5
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)
days prior written notice by certified mail, rehlrn 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. Conflict of Interest. Operator may serve other clients, but none whose
activities within the corporate limits of City or whose bL~siness, regardless of location,
would place Operator in a "conflict of interest," as that term is defined in the Political
Reform Act, codified at Califonnia Government Code Section 81000 et seq.
Operator shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have a.ny financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Operator hereby warrants that it is not now, nor has it be;en in the previous twelve (12}
months, an employee, agent, appointee, or official of the; City. If Operator was an
employee, agent, appointee, or official of the City in the previous twelve months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Operator will not be
entitled to any compensation for services performed .pursuant to this Agreement,
including reimbursement of expenses, and Operator will. be required to reimburse the
City for any sums paid to the Operator. Operator understands that, in addition to the
foregoing, it may be subject to criminal prosecution for a violation of Govenullent Code
~ l 090 and, if applicable, will be disqualified from holding public office in the State of
California.
Section 11. Entire Agreement: Amendment. Tl-iis Agreement constitutes the complete
and exclusive expression of the understanding and agreement between the parties with
respect to the subject matter hereof. This Agreement may be amended or extended from
time to time by written agreement of the parties hereto.
Section 12. 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.
6
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. Time is of the Essence. It is understood and agreed by Sponsor and Operator
that time is of the essence in the completion of the work tasks described in the Scope of
Services.
Section 16. Inter»retation of Agreement. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of California.
Section 17. 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 Sale Francisco, CA 94080
If to Operator: Director
Pacific Coast Farmers' Market Association
5056 Commercial Circle Ste. E
Concord, CA 94520
Section 18. 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 l 9. Execution. This Agreement may be 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.
7
CITY OF SOUTH SAN FRANCISCO PACIFIC COAST FARMEKS' MARKET
ASSOCIATION
By:
Its
1221996.1