2018/03/13 City Council Resolution 2018-032RESOLUTION NO. 2018-032
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING AN AGREEMENT FOR FARMERS' MARKET
MANAGEMENT WITH AGRICULTURAL COMMUNITY EVENTS FARMERS
MARKETS
WHEREAS, the City of Rohnert Park Municipal Code Title 3 Chapter 3.04 provides that
the City's purchasing functions shall be governed by the City's purchasing policy, and;
WHEREAS, the current Farmers' Market management agreement expired on
December 31, 2017; and
WHEREAS, consistent with the Purchasing Policy, proposals were solicited from eleven
potential farmers' market operators; and
WHEREAS, proposals were due on January 26, 2018 and two proposals were received
by the Community Services Manager; and
WHEREAS, Agricultural Community Events Farmers Markets (ACEFM) was
determined to be the only eligible proposer; and
WHEREAS, staff recommends authorizing and approving an agreement with Agricultural
Community Events Farmer's Markets for managing a seasonal farmers market; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize the execution of an agreement for farmers' market operation to
the most responsive proposer, Agricultural Community Events Farmers Markets.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to take all actions necessary to effectuate this agreement, which is attached hereto and
incorporated by this reference as Exhibit A, including the execution of documents pertaining to
the same for and on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED this 13th day of March, 2018.
CITY OF ROHNERT PARK
Pam Stafford, Mayor
ATT + ST:
Jo nne M. Buergler, City Clerk t Attachment: Exhibit A
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EXHIBIT A
LICENSE AGREEMENT
FOR FARMERS' MARKET OPERATION
THIS LICENSE AGREEMENT FOR FARMERS' MARKET OPERATION
("Agreement") is entered into as of the _ day of March, 2018 ("Effective Date") by and between
the CITY OF ROHNERT PARK ("City"), a California municipal corporation, and Agricultural
Community Events Farmers Market ("Licensee"), a California non-profit corporation.
RECITALS
WHEREAS, City desires to have a qualified Licensee operate a seasonal certified farmers'
market at the City Center Plaza; and
WHEREAS, Licensee hereby warrants to the City that Licensee is skilled and able to
manage and operate a certified farmers' market; and
WHEREAS, City is willing to provide a non-exclusive, revocable license to Licensee for
use of those portions of the City Center Plaza, further defined herein, in exchange for the Licensee
operating a certified farmers' market under the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set
forth in such recitals, are hereby incorporated into this Agreement as if set forth herein in full.
2. Coordination.
A. City. The City Manager or his/her designee, shall represent City for all
purposes under this Agreement. The Community Services Manager is hereby designated as the
Project Manager. The Project Manager shall supervise the progress and execution of this
Agreement.
B. Licensee. The Licensee shall assign Kelly Smith, Executive Director to
have overall responsibility for the operation and execution of this Agreement for Licensee.
3. Licensee OML2,ations
A. Licensee Activities. Subject to such policy direction and approvals as the
City through its staff may determine from time to time, Licensee shall perform the activities,
namely the operation of a certified farmers' market, set out in the "Scope of Activities" attached
hereto as Exhibit 1 (hereafter the "Activities") and incorporated herein by reference.
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B. Time of performance. Licensee shall undertake its activities upon receiving
a fully executed agreement from City and obtaining and delivering the required insurance
coverage, and satisfactory evidence thereof, to City.
C. Standard OfQLtality. City relies upon the professional ability of Licensee as
a material inducement to entering into this Agreement. All work performed by Licensee under
this Agreement shall be in accordance with all applicable legal requirements and shall meet the
standard of quality ordinarily to be expected of competent professionals in Licensee's field of
expertise.
4. City Gaunt of License.
A. License Area. City hereby grants to Licensee, its employees and approved
vendors, a revocable, non-exclusive license ("License") to use that certain area shown outlined on
the plan of attached Exhibit 2 (the "License Area") for the sole purpose of operating a certified
farmers' market in accordance with the Scope of Activities (subject to the terms and conditions
set forth herein) and for no other use or purpose. This License does not constitute an estate or
interest in real property and is merely a conditional, limited right to enter upon the License Area
to perform the Scope of Activities. Licensee shall not operate a market on any other property
controlled by City other than the License Area. The License Area may be modified by City at its
sole discretion. For the duration of the Term of the Agreement as set forth in section 7, Licensee
shall have the right to use the License Area only during the following days and hours: Fridays,
commencing the first Friday in June and ending the last Friday in August, between 2:30pm and
9:30pm. All costs associated with the operation of the certified farmers' market shall be the
responsibility of Licensee and shall in no way be borne by the City.
B. Condition of License Area. Licensee accepts the License Area in its "AS
IS" condition "WITH ALL FAULTS" and Licensor shall not be required to make any alterations,
improvements or repairs therein or thereon. Licensee hereby waives any and all rights, and
Licensor expressly disclaims, any expressed or implied warranties, concerning the condition of the
License Area. Licensee shall not make any changes to the License Area without first securing
City's written consent, which may be withheld in City's sole discretion.
C. Damage to Licensee or Licensee's Property. City shall not be liable to
Licensee for any loss, injury or other damage to Licensee or to Licensee's property, or the
property of Licensee's vendors, in or about the License Area or the Property from any cause
(including defects in the License Area or Property or electrical utility conduits used to furnish
electrical service to the License Area, if any; fire, explosion or other casualty; or acts of other
licensees, vendors, or guests on the Property). Licensee hereby waives all claims against City and
its officers, directors, employees and agents for any such loss, injury or damage and the cost and
expense of defending against claims relating thereto, excluding that caused by the City's sole
negligence or willful misconduct. Notwithstanding any other provision of this Agreement to the
contrary, in no event shall City be liable to Licensee for any punitive or consequential damages or
damages for loss of business by Licensee.
D. Repairs. Licensee shall, at its sole expense, repair and/or replace any
landscaping, improvements, or other City property at and around the site of License Area
damaged as a result of the Licensee's operations and/or the actions of its vendors.
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E. 1'1'01eCti011 0l' Proper Licensee shall practice all due diligence to protect
the property of the City, including but not limited to, the License Area.
F. ,Assisinmciit._5libletting and Change in Use. Licensee shall not transfer or
assign the License granted hereunder and shall not sublet, license, permit or suffer any use of the
License Area other than as set forth in this Agreement.
G. !vlainteriarice. Licensee, at its own expense, shall keep the License Area in
a clean and sanitary condition. Licensee shall ensure that any litter, garbage, and compostable or
recyclable materials is removed at the conclusion of each day that it operates a market. Upon
expiration or termination of this Agreement, Licensee shall return the License Area to City in as
good a condition as of the Effective Date, less reasonable wear and tear. No boxes, barrels, litter
or rubbish in any form shall be kept, piled, or stored in the License Area. If Licensee fails to
correct any unsanitary condition within 24 hours after being notified by City or another
governmental agency with jurisdiction, then City may enter such areas and remedy the condition
or conditions at the expense of Licensee. In such event, City may also terminate this Agreement.
H. Ri-lits 1.:imited to Revocable License. Both parties acknowledge the
relationship is not of landlord and tenant, easement grantor and easement grantee, or any other
relationship.
5. Compensation and Method _ofPayment
A. Co;npensation. In exchange for the License, Licensee shall pay the City
15% of the monthly gross receipts from its operation of the farmers' market, or a total lump sum
of $2,400 for each calendar year, whichever is greater, for use of the License Area and
reimbursement of City incurred costs in conjunction with the operation of the farmers' market.
City shall not provide any form of compensation to Licensee.
B. ,IJinin , of Payment. Licensee shall submit itemized monthly reports and
shall make payment, in full, within thirty (30) days after approval of the reports by the Project
Manager.
C. Taxes. Licensee shall pay all taxes, assessments and premiums under the
federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
activities to be performed by Licensee.
D. No Overtime or Premium Pay. Licensee shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Licensee shall not receive a premium or enhanced pay for work performed on a
recognized holiday. Licensee shall not receive paid time off for days not worked, whether it is in
the form of sick leave, administrative leave, or for any other form of absence.
E. Uti gaf ion Sum. Licensee agrees to testify at City's request if litigation
is brought against City in connection with Licensee's activities.
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6. Amendment to ScopS t)I' Activities. City shall have the right to amend the Scope
of Activities within the Agreement by written notification to the Licensee. Licensee shall not
perform any activities exceeding the Scope of Activities without prior written authorization from
the City.
7. Term. This Agreement shall commence upon its execution by both parties and
shall continue for three (3) years with the option to renew the agreement for two (2) additional
years upon mutual agreement of both parties. The Agreement shall remain in full force and effect
until completed, amended pursuant to Section 22, or otherwise terminated as provided herein.
8. hisL)ection. Licensee shall furnish City with every reasonable opportunity for City
to ascertain that the activities of Licensee are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if any,
shall be subject to the Project Manager's inspection and approval. The inspection of such
activities shall not relieve Licensee of any of its obligations to fulfill the Agreement as prescribed.
9. Ownership of Documents. Title to all work papers compiled by the Licensee under
the Agreement shall be vested in City, none of which shall be used in any manner whatsoever, by any
person, firm, corporation, or agency without the expressed written consent of the City. Data prepared
or obtained under the Agreement shall be made available, upon request, to City without restriction or
limitations on their use. (Except as stated in section 20.D. regarding Licensee not being liable for such
use.). Licensee may retain copies of the above-described information but agrees not to disclose or
discuss any information gathered, discussed or generated in any way through this Agreement without
the written permission of City during the term of this Agreement, unless required by law.
10. Eniplo Ment of Other C0115ultants, Specialists or Experts. Licensee will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
11. Conflict of Interest.
A. Licensee covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Licensee's performance under this Agreement, or be affected in any
manner or degree by Licensee's performance hereunder. Licensee further covenants that in the
performance of the Agreement, no person having any such interest shall be employed by it as an
officer, employee, agent, or subcontractor without the express written consent of the City.
Licensee agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of
interest, with the interests of the City in the performance of the Agreement.
B. Licensee is not a designated employee within the meaning of the Political
Reform Act because Licensee:
(1) will conduct research and arrive at conclusions with respect to its
rendition of information, advice, recommendation, or counsel independent of the control and
direction of the City or of any City official, other than normal contract monitoring; and
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(2) possesses no authority with respect to any City decision beyond the
rendition of information, advice, recommendation, or counsel. (2 Cal. Code Regs. § 18700(a)(2).)
12. Liabilil of Members and I' --'m lovees ofC'ity. No member of the City and no other
officer, elected official, employee or agent of the City shall be personally liable to Licensee or
otherwise in the event of any default or breach of the City, or for any amount which may become
due to Licensee or any successor in interest, or for any obligations directly or indirectly incurred
under the terms of this Agreement.
13. lndenin y— To the fullest extent permitted by law, Licensee hereby agrees to
defend (by counsel reasonably satisfactory to the City), indemnify, and hold harmless the City, its
officers, elected officials, employees, agents, and volunteers from and against any and all claims,
demands, damages, costs, liabilities, or obligations brought on account of or arising out of any
acts, errors, or omissions of Licensee, its officers, employees, agents, and subcontractors
undertaken pursuant to this Agreement excepting liabilities due to the sole negligence or willful
misconduct of City. The City has no liability or responsibility for any accident, loss, or damage to
any work performed under this Agreement whether prior to its completion and acceptance or
otherwise. Licensee's duty to indemnify and hold harmless, as set forth herein, shall include the
duty to defend as set forth in California Civil Code § 2778. This indemnification obligation is not
limited in any way by any limitation on the amount or type of damages or compensation payable
by or for Licensee under Worker's Compensation, disability or other employee benefit acts or the
terms, applicability or limitations of any insurance held or provided by Licensee and shall continue
to bind the parties after termination/completion of this agreement. This indemnification shall be
regardless of and not in any way limited by the insurance requirements of this Agreement. This
provision shall survive the termination of this Agreement.
14. 1-Jeensee Not an Agent ofCit . Licensee, its officers, employees and agents shall
not have any power to bind or commit the City to any decision.
15. Independent Contractor. It is expressly agreed that Licensee, in the performance
of any work and services agreed to be performed by Licensee, shall act as and be an independent
contractor and not an agent or employee of City; and as an independent contractor, Licensee shall
obtain no rights to retirement benefits or other benefits which accrue to City's employees, and
Licensee hereby expressly waives any claim it may have to any such rights.
16. Compliance with Laws.
A. General. Licensee shall use the standard of care in its profession to comply
with all applicable federal, state, and local laws, codes, ordinances, and regulations. Licensee
represents and warrants to City that it has and shall, at its sole cost and expense, keep in effect or
obtain at all times during the term of this Agreement any licenses, permits, insurance and
approvals which are legally required for Licensee to perform the Activities in accordance with this
Agreement. Licensee shall secure all permits and licenses as needed from the Sonoma County
Department of Health Services as required for the legal operation of a certified farmers' market
and any adjacent area in which nonagricultural products may be sold. Licensee shall maintain a
City business license. The City is not responsible or liable for Licensee's failure to comply with
any or all of the requirements contained in this section.
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B. Workers' Compensation. Licensee 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 Licensee certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the Agreement.
C. Prevailing Wage. Licensee and Licensee's subcontractors (if any) shall, to
the extent required by the California Labor Code, pay not less than the latest prevailing wage rates
to workers and professionals as determined by the Director of Industrial Relations of the State of
California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of the
applicable wage determination are on file at the City's office of the City Clerk.
D. Injury and Illness Prevention Program. Licensee certifies that it is aware of
and has complied with the provisions of California Labor Code § 6401.7, which requires every
employer to adopt a written injury and illness prevention program.
E. City Not Responsible. City is not responsible or liable for Licensee's
failure to comply with any and all of its requirements under this section and Agreement.
F. Waiver of Subro ag tan. Licensee and Licensee's insurance company agree
to waive all rights of subrogation against City, its officers, elected officials, employees, agents and
volunteers for losses paid under Licensee's workers' compensation insurance policy which arise
from the work performed by Licensee under this Agreement.
17. Confidential Information. All data, documents, discussions or other information
developed or received by or for Licensee in performance of this Agreement are confidential and
not to be disclosed to any person except as authorized by the City, or as required by law.
18. Assignment: Subcontractors: Employees
A. Assignment. Licensee shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in or
to the same or any part thereof without the City's prior written consent. Any assignment without
such approval shall be void and, at the City's option, shall immediately cause this Agreement to
terminate.
B. Subcontractors• Em to ces. Licensee shall be responsible for employing or
engaging all persons necessary to perform the activities of Licensee hereunder. No subcontractor
of Licensee shall be recognized by the City as such; rather, all subcontractors are deemed to be
employees of the Licensee, and Licensee agrees to be responsible for their performance. Licensee
shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its
employees and subcontractors, if any, and shall keep the work under its control. If any employee
or subcontractor of Licensee fails or refuses to carry out the provisions of this Agreement or
appears to be incompetent or to act in a disorderly or improper manner, that employee or
subcontractor shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
19. Insurance. Without limiting Licensee's indemnification provided herein, Licensee
shall comply with the requirements set forth in Exhibit 2 to this Agreement.
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20. Termination of Agreemem, Deli}ult.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon 5 -days' written notice to Licensee.
B. In the event of termination of this Agreement, City shall be entitled to the
compensation for the use of its property as set forth in Section 5.A, in the following manner:
(1) If market operations are completed for the calendar year, 15% of
the monthly gross receipts from its operation of the farmers' market, or a total lump sum of
$2,400 for each calendar year, whichever is greater; or
(2) If market operations have not been completed for the calendar year,
15% of the monthly gross receipts for such calendar year.
C. If Licensee fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this Agreement
immediately upon written notice. In such event, City shall be entitled to recover the amount of
damages, if any, sustained by City by virtue of the breach of the Agreement by Licensee, in
addition to the compensation set forth in the paragraph above.
D. In the event this Agreement is terminated, Licensee shall not be entitled to
any form of compensation.
E. Upon termination of this Agreement with or without cause, Licensee shall
turn over to the City Manager immediately copies of studies, computations, and other data,
whether or not completed, prepared by Licensee or its subcontractors, if any, or given to Licensee
or its subcontractors, if any, in connection with this Agreement. Such materials shall become the
permanent property of the City. Licensee shall be entitled to retain copies of such documents and
shall not be required to erase all electronic backup copies or data. As stated above in section 9,
Licensee's working papers remain the property of Licensee. Licensee, however, shall not be
liable for the City's use of incomplete materials nor for the City's use of complete documents if
used for other than the project contemplated by this Agreement.
21. :Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Licensee to perform any provision of
this Agreement.
22. Merger; Amendmerit. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Licensee and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Licensee. All provisions of this
Agreement are expressly made conditions.
23. Interpretation. This Agreement shall be interpreted as though it was a product of a
joint drafting effort and no provisions shall be interpreted against a party on the ground that said party
was solely or primarily responsible for drafting the language to be interpreted.
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24. L..itigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys' fees, to the prevailing party. In awarding attorneys' fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys' fees paid or incurred in good faith.
25. Time of the Essence. Time is of the essence of this Agreement.
26. Written Notification. Any notice, demand, request, consent, approval or
communication 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 other party at the address set forth below. Either party may change its
address by notifying the other party of the change of address. Notice shall be deemed
communicated within 72 hours from the time of mailing if mailed as provided in this section.
If to City: City Clerk
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Licensee: Kelly Smith
Agricultural Community Events Farmers Markets
PO Box 923
San Anselmo, CA 94979
27. Licensee's Books and Records.
A. Licensee shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to the City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years, or
for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to the City for
inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon,
the records shall be available at Licensee's address indicated for receipt of notices in this
Agreement.
28. Agreement. Binding. The terms, covenants, and conditions of this Agreement shall
apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
29. I;.c ual Employment O p ortun i . Licensee is an equal opportunity employer and
agrees to comply with all applicable state and federal regulations governing equal employment
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opportunity. Licensee will not discriminate against any employee or applicant for employment
because of race, age, sex, creed, color, sexual orientation, marital status or national origin.
Licensee will take affirmative action to ensure that applicants are treated during such employment
without regard to race, age, sex, creed, color, sexual orientation, marital status, or national origin.
Such action shall include, but shall not be limited to, the following: employment, upgrading,
demotion, or transfer; recruitment or recruitment advertising; lay-offs or termination; rates of pay
or other forms of compensation; and selection for training, including apprenticeship. Licensee
further agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
30. City Not Obligated to [ bird Noics. The City shall not be obligated or liable
hereunder to any party other than the Licensee.
31. 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.
32. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall
be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.
33. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit 1: Scope of Activities
B. Exhibit 2: Insurance Requirements
C. Exhibit 3: License Area
34. Execution. This Agreement may be executed in several 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.
35. News Releascshnterviews. All Licensee and subcontractor news releases, media
interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
36. Applicable Law; VcnUe. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
37. rA a thoriity. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
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38. STATEMENT OF ECONOMIC INTEREST. If City determines Licensee comes
within the definition of Licensee under the Political Reform Act (Government Code §87100),
Licensee shall complete and file and shall require any other person doing work under this
Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of
Rohnert Park disclosing Licensee and/or such other person's financial interests.
IN WITNESS WHEREOF, the City and Licensee have executed this Agreement as of the
date first above written.
CITY OF ROHNERT PARK LICENSEE
By: — By: –
City Manager Title:
Date: Date:
Per Resolution No. 2018- adopted by
the Rohnert Park City Council at its meeting of
February 27, 2018
APPROVED AS TO FORM:
By:
City Attorney
By:
City Clerk
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EXHIBIT 1
SCOPE OF ACTIVITIES
Agriculture Community Events Farmers Markets (ACEFM) Ohligations:
1. ACEFM shall for a period of three (3) years operate a seasonal market:
a. Seasonal market will run in concurrence with the Party on the Plaza, June through
August annually
b. The hours of operation of the Markets shall be Friday 5:00-8:00
c. The market will be located at the City Center Plaza at the License Area depicted in
Exhibit 2. This location may be subject to change at a later date at the discretion of the
City, which will provide written notice of the change of location.
2. ACEFM shall recruit, coordinate with and secure vendors for the market. To the extent
feasible, ACEFM shall give Rohnert Park businesses first priority for participation in the Market.
A minimum quantity of certified vendors will be set at 20% of market vendors or an estimated
10 — 14 certified vendors. The remaining vendors shall be a combination of farmers, food
purveyors, fish mongers, hot food vendors, arts and crafts, and/or non-profit organizations, for a
total of 50 to 70 vendors combined.
3. ACEFM shall be responsible for all marketing materials, and planning and execution of the
Markets with the goal of establishing a highly visible and viable alternative market that provides
quality products and services from and to the community.
4. ACEFM shall be responsible for establishing and collecting fees from vendors. ACEFM shall
return 15% of gross profit from the market to the City of Rohnert Park, with a minimum return
of $2,400 per year or 15% whichever is greater. Payment shall be made by ACEFM to the City
on a monthly basis, net 30 days.
ACEFM shall staff the market with a qualified Market Manager that remains on site for the
duration of the event along with enough support staff to safely and effectively operate the
Markets.
6. ACEMF's operation of the the market shall include, but not be limited to the following
activities:
a. Notification of surrounding business of event schedule and parking coordination.
b. Designation and enforcement of market rules and standards for vendors and attendees.
ACEMF shall provide City with a copy of said rules and standards and any amendments
thereof, which shall be subject to approval by the City. ACEMF shall also work
cooperatively with the City to modify the market as requested to minimize concerns of
affected neighbors and/or to improve the overall operation of the market.
Report to the City at the earliest opportunity any problems or concerns regarding market
operations and repair and replace at its sole expense any damaged landscaping, irrigation
systems, sidewalks, roadway, lighting or other improvements caused by ACEFM or
vendors.
d. Solicitation and confirmation of vendors for all events, as well as filling vacancies.
e. Set-up, take down and trash collection and disposal in City approved containers.
E Provision of a portable toilet during events and coordination with library for restroom
access.
g. Coordination with the public library to accommodate any library special events that
require use of parking lot.
h. Provision of way finding and directional signage to and from the market.
i. Provision of all equipment and resources necessary for operation of the marketincluding
but not limited to signage, barricades and an information booth.
J. Provision of updated contact info for the Market Manager to the City in the event of
changes.
k. Participation in periodic meetings with City staff to provide requested information.
1. Documentation and evaluation of the success of the market as requested by the City
through various methods including, but not limited to customer surveys and customer
counts at the market, as well as financial records and comparisons.
7. ACEFM shall comply with all applicable laws and regulations, including requirements set forth
in the Request for Proposal and Rohnert Park Municipal Code. ACEFM shall secure and
maintain at all times all licenses and permits required by local, state and federal law for the legal
operation of the Markets.
8. Changes to ACEFM's Rules and Regulations for the market shall be subject to approval by the
City.
ON of Rohnert Park Obligations_:
1. City shall, consistent with applicable rules and regulations, issue applicable permits and approve
ACEMF's use of the License Area at the City Center Plaza for the market.
2. Provide ACEMF with event support by providing access to electrical outlets, provision of trash
receptacles, and regularly maintaining the parking lot used for the market.
3. Provide ACEMF with marketing support by providing access to the Activity Guide, use of City
website advertising, and posting to community bulletin boards.
EXHIBIT 2 — License Area
EXHIBIT 3
INSURANCE REQUIREMENTS
Licensee will use existing coverage to comply with these requirements. If that existing coverage does
not meet the requirements set forth here, Licensee agrees to amend, supplement or endorse the existing
coverage to do so.Any insurance proceeds available to City in excess of the limits and coverage
required in this agreement and which is applicable to a given loss, will be available to City.
Licensee shall maintain the following types and amounts of insurance during the term of Agreement:
General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no
cross liability exclusion for claims or suits by one insured against another. Limits are subject to review
but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any
Auto) or equivalent. Limits are subject to review, but in no event to be less than $1,000,000 (One
Million Dollars) per accident. If Licensee owns no vehicles, this requirement may be satisfied by a non -
owned auto endorsement to the general liability policy described above. If Licensee or Licensee's
employees will use personal autos in any way on this project, Licensee shall provide evidence of
personal auto liability coverage for each such person.
Workers Compensation on a state -approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverage's. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a
maximum $25,000 self-insured retention for liability not covered by primary but covered by the
umbrella. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition
to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is
determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion
precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to
City for injury to employees of Licensee, subcontractors or others involved in the performance of
activities under this Agreement. The scope of coverage provided is subject to approval of City following
receipt of proof of insurance as required herein. Limits are subject to review but in no event less than
$2,000,000 (Two Million Dollars) per occurrence.
Insurance procured pursuant to these requirements shall be written by insurers that are admitted
carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum
financial size VII.
General conditions pertaining to provision of insurance coverage by Licensee. Licensee and City agree
to the following with respect to insurance provided by Licensee.
1. Licensee agrees to have its insurer endorse the general liability and automotive liability coverage
required herein to include as additional insureds the City, its officers, elected officials, employees,
agents, and volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent.
If completed operations coverage is excluded, the policy must be endorsed to include such
coverage. Licensee also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Licensee, or
Licensee's employees, or agents, from waiving the right of subrogation prior to a loss. Licensee
agrees to waive subrogation rights against City regardless of the applicability of any insurance
proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker's compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Licensee and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this
Agreement or any other agreement relating to the City or its operations limits the application of
such insurance coverage.
5. None of the coverages required herein will be in compliance with these requirements if they
include any limiting endorsement of any kind that has not been first submitted to City and
approved of in writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so-called
"third party action over" claims, including any exclusion for bodily injury to an employee of the
insured or of any Licensee or subLicensee.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Licensee shall not make any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Licensee's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty,
to obtain any insurance it deems necessary to protect its interests under this or any other
agreement and to pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Licensee or deducted from sums due Licensee, at City option.
9. Certificate(s) are to reflect that the insurer will provide 30 days' notice to City of any cancellation
of coverage. Licensee agrees to require its insurer to modify such certificates to delete any
exculpatory wording stating that failure of the insurer to mail written notice of cancellation
imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply
with the requirements of the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be
provided by Licensee or any subcontractor, is intended to apply first and on a primary, non-
contributing basis in relation to any other insurance or self-insurance available to City.
11. Licensee agrees to ensure that subcontractors, and any other party involved with the project who
is brought onto or involved in the project by Licensee, provide the same minimum insurance
coverage required of Licensee. Licensee agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Licensee agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
12. Licensee agrees not to self -insure or to use any self-insured retentions or deductibles on any
portion of the insurance required herein and further agrees that it will not allow any contractor,
subcontractor, Architect, Engineer or other entity or person in any way involved in the
performance of work on the project contemplated by this agreement to self -insure its obligations
to City. If Licensee's existing coverage includes a deductible or self-insured retention, the
deductible or self-insured retention must be declared to the City. At that time the City shall review
options with the Licensee, which may include reduction or elimination of the deductible or self-
insured retention, substitution of other coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Licensee ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the Licensee, the City will negotiate
additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in
furtherance of or towards performance of this Agreement.
15. Licensee acknowledges and agrees that any actual or alleged failure on the part of City to inform
Licensee of non-compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Licensee will renew the required coverage annually as long as City, or its employees or agents
face an exposure from operations of any type pursuant to this agreement. This obligation applies
whether or not the agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
17. Licensee shall provide proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Licensee's insurance agent to this effect is acceptable. A certificate
of insurance and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of
Licensee under this agreement. Licensee expressly agrees not to use any statutory immunity
defenses under such laws with respect to City, its officers, elected officials, employees, agents, and
volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all-inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in
this agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this
Section.
22. Licensee agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Licensee for the cost of additional
insurance coverage required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against City for payment of premiums or other
amounts with respect thereto.
23. Licensee agrees to provide immediate notice to City of any claim or loss against Licensee arising
out of the work performed under this agreement. City assumes no obligation or liability by such
notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if
they are likely to involve City.
CERTIFICATE OF LICENSEE
I, HEREBY CERTIFY that I am the Executive Director, and a duly authorized representative of
Agricultural Community Events Farmers Markets, whose address is PO Box 923, San Anselmo, California
94979 and that neither I nor the above firm I here represent has:
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a) Employed or retained for a commission, percentage, brokerage, contingent fee, or
other consideration, any firm or person (other than a bona fide employee working
solely for me or the above Licensee) to solicit to secure this Agreement.
b) Agreed, as an express or implied condition for obtaining this contract, to employ or
retain the services of any firm or person in connection with carrying out the
Agreement; or
C) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide
employee working solely for me or the above Licensee) any fee, contribution,
donation, or consideration of any kind for, or in connection with, procuring or
carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both criminal and
Signature