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HomeMy WebLinkAboutRDA Agenda Packet 112409ARCHIVE COPY CITY CLERK SPECIAL MEETING Community Redevelopment Agency of Atascadero Tuesday, November 24, 2009, 6:00 P.M. City Hall, Council Chambers 6907 EI Camino Real, Atascadero, California AGENDA ROLL CALL Chairperson O'Malley Vice Chairperson Kelley Board Member Beraud Board Member Clay Board Member Fonzi APPROVAL OF AGENDA Roll Call COMMUNITY FORUM (This portion of the meeting is reserved for persons wanting to address the Board on any matter not on this agenda and over which the Board has jurisdiction Speakers are limited to three minutes Please state your name and address for the record before making your presentation The Board may take action to direct the staff to place a matter of business on a future agenda A maximum of 30 minutes will be allowed for Community Forum, unless changed by the Board ) A. CONSENT CALENDAR. None B PUBLIC HEARINGS None C MANAGEMENT REPORTS 1 Tourism, Events and Marketing ActionPlan ■ Fiscal Impact: Current budgeted funds will be redirected to this effort. Total funding will be $133,000 for the Tourism Events and Marketing effort. This is a pilot program and S W Martin & Associates is uniquely qualified to provide these services because of its relationship with Atascadero Main Street. Therefore Staff is asking the Council to waive the formal process consistent with Section 3 0(f) of the City's purchasing policy The funding for the Main Street program could range from $10,000 to $30,000 and may require program reductions in the Agency ■ Recommendations. Agency Board 1 Authorize the Executive Director to execute a contract with S M Martin & Associates for a pilot program for Tourism, Marketing and Event services not to exceed $133,000 and waive the formal process consistent with Section 3 0(f) of the City's purchasing policy; and, 2 Determine funding level and authorize the Executive Director to execute a Memorandum of Understanding and an amended Agreement for Downtown Revitalization Services with Atascadero Main Street. BOARD ANNOUNCEMENTS AND REPORTS (On their own initiative, the Board Members may make a brief announcement or a brief report on their own activities Board Members may ask a question for clarification, make a referral to staff or take action to have staff place a matter of business on a future agenda The Board may take action on items listed on the Agenda ) D ADJOURNMENT TO CITY COUNCIL MEETING 001 ITEM NUMBER. RA C -1 DATE 11/24/09 Community Redevelopment Agency of Atascadero Staff Report - Executive Director Tourism, Events and Marketing Action Plan RECOMMENDATIONS Agency Board 1 Authorize the Executive Director to execute a contract with S M Martin & Associates for a pilot program for Tourism, Marketing and Event services not to exceed $133,000 and waive the formal process consistent with Section 3 0(f) of the City's purchasing policy; and, `%W 2 Determine funding level and authorize the Executive Director to execute a Memorandum of Understanding and an amended Agreement for Downtown Revitalization Services with Atascadero Main Street. DISCUSSION Background. The City Council has identified Economic Development as its top priority and the Redevelopment Agency assists with the implementation of action plans Two recent reports, the Atascadero Tourism Marketing Plan and the Atascadero Economic Development Strategy, highlight tourism and marketing activities for the community to implement. Currently the City and the Redevelopment Agency implement the tourism, events and marketing efforts in a variety of ways including the Chamber of Commerce, Atascadero Main Street, the countywide Visitors and Conference Bureau and a City effort. The City Council asked Staff to investigate opportunities to better coordinate resources and bring the tourism, events and marketing efforts under one umbrella Initial Proposal. At the July 14, 2009 Agency Board meeting, Staff recommended a pilot program to contract with a consultant to conduct these activities This new focus would be established to coordinate the efforts of all of the existing organizations and further the new action plans Staff believes that a significant portion of the Main Street work program has evolved into an event and marketing program Steve Martin, the current Main Street Executive Director, would lead this effort on behalf of the Agency/City making a more direct connection with the Agency Board and Staff Amended Proposal following negotiations with Main Street. The Main Street Board of Directors attended the July 14, 2009 Agency Board meeting and expressed their concern with the reduction of funds being recommended and their interest in providing the tourism marketing and events services desired The Agency Board directed Staff to work with the Atascadero Main Street Board on a mutually satisfactory plan The Main Street Board decided that the tourism services that the Agency wanted would be broader than their mission and therefore decided not to participate in that portion of the new effort. However, the Board does want to continue the Main Street program currently in place Staff and the Main Street Board negotiated three documents which could define a new relationship with the Redevelopment Agency The first document is an agreement between Main Street and the Redevelopment Agency setting forth the general commitment of funding from the Agency in exchange for revitalization activities by Main Street to improve downtown The second document is a work plan created by the Agency generally describing the effort expected from Main Street. The third document is a Memorandum of Understanding (MOU) setting forth expectations as they relate to the Administrative support for Main Street. The agreement is similar to the draft prepared by Main Street Board members including the same "whereas" clauses The agreement provides for two years of funding for Main Street at $30,000 each year The Main Street Board has determined that it will need this funding level to maintain an effective program Staff is supportive of creating a consolidated effort as described in this report. However, Staff has not made the Main Street request a formal recommendation as it will reduce Agency programs and expand the overall funding to these efforts The work plan includes a general list of activities to be undertaken by Main Street. It does not preclude Main Street from embarking on additional activities We know that Main Street will be involved in all downtown events and is generally supportive of activities throughout the community The MOU indicates that the Agency will provide administrative support staff to Main Street. The Board will direct what meetings Staff will attend on their behalf and how any representation will occur This document sets forth an understanding where the Agency's Executive Director will be responsible to insure Main Street has adequate administrative support. Agency and City expanded programs in the downtown. It is important to note that the City Council/Agency Board has caused new and expanded programs in the downtown 0 M implemented through the Office of Economic Development. These programs include the new "Toolkit", marketing programs, fee relief, fagade program, building permit I%w assistance, wayfinding signage, infrastructure improvements, second story affordable housing and parking facilities Financial considerations. In the initial recommendation, Staff proposed funding Main Street $10,000 and providing for administrative support. Main Street would provide office space and equipment for the Agency's consultant in the Main Street office Since the Main Street Board would no longer have to pay for administrative staff, this proposed financial arrangement closely matched their former arrangement. Currently, the Redevelopment Agency annually funds Main Street as follows $59,160 Budgeted investment $25,000 Special events $84,160 Total If you reduce the total amount funded to Main Street by the amount Main Street currently pays for administrative services there is a balance of $9,160, consequently Staff proposed the $10,000 funding level $84,160 Total Main Street funding from Agency $75,000 Main Street cost for Administrative support $9,160 Balance of funds provided by Agency The Main Street Board has indicated that there will be an impact by not having staff exclusively responsible to Main Street. The Board has determined that the Agency must fund the program at the $30,000 if it is to continue an effective mission Staff is supportive of this position in order to move the coordinated concept forward In that this is a pilot program, future efforts and funding levels will be closely studied Should the Agency Board agree to the $30,000 funding level, Agency programs (downtown maintenance, technical assistance to private projects and special marketing) will need to be reduced The Proposed Tourism and Marketing Program. This program would combine several funding sources Those sources are identified below based on funding Main Street at the $10,000 level If Main Street's funding is expanded to the $30,000 level, other Agency programs will be reduced • A portion of the RDA funds previously directed to the Main Street Program, approximately $59,160 • RDA special event funds directed as a match for Main Street events of $25,000 • City marketing funds equivalent to 1 % of TOT approximately $40,000 • RDA Funds $18,840 • This represents total available funds of $143,000 Should the Board fund Main Street at $30,000, Agency programs (downtown maintenance, technical assistance to private projects and special marketing) will need to be reduced gn 5 This proposed program would generally be the responsibility of the Executive Director for Tourism, Events and Marketing The following are examples of work products to be included • Implementing the Atascadero Tourism Marketing Plan • Implementing the Tourism elements of the Atascadero Economic Development Strategy • Coordinate and conduct events • Promote Atascadero, businesses, events, etc • Act as liaison to the County Visitor and Conference Bureau • Prepare monthly news articles from the City Manager • Prepare positive press releases weekly on City issues • Improve Public Relations through o City departments support o Out of Market promotions o In Market promotions • Provide visitor information and assistance • Manage and guide website and internet use • Participate in trade shows as directed by the Executive Director • Coordinate activities with the Chamber of Commerce • Provide administrative support and City liaison services to Main Street • Assist the Office of Economic Development with Brand building FISCAL IMPACT Current budgeted funds will be redirected to this effort. Total funding will be $133,000 for the Tourism Events and Marketing effort. This is a pilot program and S W Martin & Associates is uniquely qualified to provide these services because of its relationship with Atascadero Main Street. Therefore Staff is asking the Council to waive the formal process consistent with Section 3 0(f) of the City's purchasing policy The funding for the Main Street program could range from $10,000 to $30,000 and may require program reductions in the Agency ATTACHMENTS 1 Draft Amended Downtown Revitalization Services 2 Draft Contract for Pilot Program Tourism, Marketing and Events Services 3 Draft Memorandum of Understanding with Atascadero Main Street n. en Attachment 1 AMENDED AGREEMENT FOR DOWNTOWN REVITALIZATION SERVICES FOR FISCAL YEARS 2009-10 AND 2010-11 THIS AGREEMENT is made and entered into by and between the COMMUNITY REDEVELOPMENT AGENCY of ATASCADERO, a public body corporate and politic, hereinafter called the "Agency", and ATASCADERO MAIN STREET, INC, a non-profit mutual benefit corporation, hereinafter called "Main Street." WHEREAS, The Agency desires to continue to revitalize the downtown area utilizing the approach developed by the National Main Street Program, and WHEREAS, The Agency continues to implement the Downtown Revitalization Plan with community members and downtown stakeholders, and WHEREAS, a primary goal of the Agency and Redevelopment Plan is the revitalization of the downtown, and WHEREAS, Main Street has been specifically created and organized to revitalize downtown Atascadero utilizing the National Main Street approach, NOW, THEREFORE, in consideration of the premises, covenants and promises hereinafter set forth, the parties hereby agree as follows 1 Main Street shall conduct activities to implement the Annual Downtown Work Plan established by the Agency 2 Main Street shall prepare an annual work plan to be submitted to the Agency Executive Director for approval which implements the Agency's Annual Downtown Work Plan. The work plan shall include a reporting of accomplishments of the preceding year This agreement is intended to set forth the expectations of the Agency, nothing in this agreement will limit Main Street from pursuing additional funding from other sources or initiating additional projects or programs 3 Agency shall pay Main Street $ in Fiscal Year 2009-10, $ in Fiscal Year 2010-11, and $ in Fiscal year 2010-12 for services implementing this agreement. Payment shall be made to Main Street in August of each year 4 Agency shall provide administrative support services to Main Street. Service levels and performance, as it relates to Main Street, will be defined in a Memorandum of Understanding between the Main Street Board of Directors and the Agency's Executive Director 5 This agreement shall become effective upon execution by the Executive Director and shall continue in effect until June 30 2011, provided, however, that this agreement shall be automatically renewed each year hereafter, for periods of one year, commencing July 1 **AWthrough June 30 of the succeeding year, by action of the Agency Board of Directors 7 budgeting funds as provided in Paragraph 4 hereof, and Main Street s acceptance thereof of .�atd budget allocation. 6 Ir, the event, in the opinion of the Agency Board of Directors, Main Street is not functioning effectively, then Agency may give Main Street notice of this fact, specifying in detail the alleged default or defaults, and Main Street must within 60 days correct said default or defaults, or the provisions in this Agreement for financial sponsorship of Main Street may be terminated by action of the Board of Directors. 7 This agreement may be amended or modified only by written agreement signed by both parties, with the exception of the procedure outlined in Paragraph 4 Failure on the part of either party to enforce any provision of this Agreement shall be construed as a waiver of the right to compel enforcement of such provision or provisions 8 It is understood that the contractual relationship of Main Street to Agency is that of independent contractor 9 Main Street agrees to keep all necessary books and records in connection with the services performed under this Agreement, and agree to make them available to the Agency at all reasonable times for audit purposes Main Street furthermore agrees to provide, at no cost to Agency, an annual financial report of Main Street's financial records 10 Main Street agrees to hold the Agency harmless from, and indemnify Agency for, any liability or injury to any persons or damage to any property arising out of the performance of activities under this Agreement by Main Street, the employees, officers or agents of Main Street. Main Street shall provide a Certificate of Liability Insurance in the amount of $1,000,000 naming the Agency as an additional insured within thirty (30) days of signing of this Agreement. IN WITNESS WHEREOF the parties hereto execute this Agreement in Atascadero, California, this day of , 2009 APPROVED AS TO FORM Brian A. Pierik, City Attorney ATTEST Marcia McClure Torgerson, City Clerk COMMUNITY REDEVELOPMENT AGENCY of ATASCADERO Tom O'Malley, Board Chairman ATASCADERO MAIN STREET, INC En Attachment 2 COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO CONTRACT FOR S W Martin and Associates for Pilot Program Tourism, Marketing and Events Services A 1 SCOPE AND STANDARDS 1 A. CONTRACT 1 2 EMPLOYMENT STATUS OF PERSONNEL. 1 A. INDEPENDENT CONTRACTOR, EMPLOYEES OF CONTRACTOR 1 B INDEPENDENT INVESTIGATION 2 C COMPLIANCE WITH EMPLOYMENT LAWS 2 D UNLAWFUL DISCRIMINATION PROHIBITED 2 3 TIME OF PERFORMANCE 2 4 COMPENSATION 2 A. TERMS 2 B NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING 2 5 SUPERVISON, LABOR AGREEMENTS AND PERSONNEL. 3 A CONTRACTOR SUPERVISES PERSONNEL. 3 B PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS 3 C APPROVAL OF STAFF MEMBERS 3 6 TERMINATION 3 A. 30 DAYS NOTICE 3 B OBLIGATIONS SURVIVE TERMINATION 3 7 CHANGES 4 8 PROPERTY OF AGENCY 4 A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF AGENCY 4 B CONTRACTOR TO DELIVER AGENCY PROPERTY 4 9 CONFLICTS OF INTEREST 4 A. CONTRACTOR 4 10 CONFIDENTIAL INFORMATION 5 A ALL INFORMATION KEPT IN CONFIDENCE 5 B REIMBURSEMENT FOR UNAUTHORIZED RELEASE 5 C COOPERATION 5 11 PROVISION OF LABOR, EQUIPMENT AND SUPPLIES 5 A CONTRACTOR PROPERTY 5 B SPECIAL SUPPLIES 5 cn 12 COMPLIANCE WITH LAW A COMPLIANCE REQUIRED 13 SUBCONTRACTING 14 ASSIGNABILITY 15 LIABILITY OF CONTRACTOR 16 INDEMNIFICATION A INDEMNIFICATION FOR PROFESSIONAL LIABILITY B INDEMNIFICTION FOR OTHER THAN PROFESSIONAL LIABILITY C GENERAL INDEMNIFICATION PROVISIONS 17 INSURANCE 18 RECORDS 19 MISCELLANEOUS PROVISIONS A NONDISCRIMINATION/NON PREFERENTIAL TREATMENT STATEMENT B UNAUTHORIZED ALIENS C GOVERNING LAW D ASSIGNMENT OR SUBSTITUTION E ENTIRE CONTRACT F AMENDMENTS G CONSTRUCTION AND INTERPRETATION H WAIVER I SEVERABILITY J NOTICES K. AUTHORITY TO EXECUTE 12 6 6 6 6 6 7 7 7 7 7 7 8 In CONTRACTOR SERVICES AGREEMENT FOR THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO S.W. Martin and Associates THIS CONTRACT is made and entered into between Community Redevelopment Agency of Atascadero ("Agency") and S W Martin and Associates ("Contractor') Agency and Contractor agree as follows *AW1 SCOPE AND STANDARDS on A. CONTRACT Contractor shall do all work, attend all meetings, produce all reports and carry out all activities necessary to complete the services described in the SCOPE OF WORK AND STANDARDS FOR SERVICES, attached hereto and incorporated herein by this reference as Exhibit A, as requested by the Agency This Contract and its exhibits shall be known as the "Contract Documents " Terms set forth in any Contract Document shall be deemed to be incorporated in all Contract Documents as if set forth in full therein 2 EMPLOYMENT STATUS OF PERSONNEL. A. INDEPENDENT CONTRACTOR, EMPLOYEES OF CONTRACTOR Contractor enters into this Contract as, and shall at all times remain as to the Agency, an independent contractor and not as an employee of the Agency Nothing in this Contract shall be construed to be inconsistent with this relationship or status Any persons employed by Contractor for the performance of services pursuant to this Contract shall remain employees of Contractor, shall at all times be under the direction and control of Contractor, and shall not be considered employees of Agency All persons employed by Contractor to perform services pursuant to this Contract shall be entitled solely to the right and privileges afforded to Contractor employees and shall not be entitled, as a result of providing services hereunder, to any additional rights or privileges that may be afforded to Agency employees 1 13 Community Redevelopment Agency of Atascadero W Martin and Associates B INDEPENDENT INVESTIGATION The Contractor agrees and hereby represents it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Contract is based on such independent investigation and research C COMPLIANCE WITH EMPLOYMENT LAWS The Contractor shall keep itself fully informed of, shall observe and comply with, and shall cause any and all persons, firms or corporations employed by it or under its control to observe and comply with, applicable federal, state, county and municipal laws, ordinances, regulations, orders and decrees which in any manner affect those engaged or employed on the work described by this Contract or the materials used or which in any way affect the conduct of the work. D UNLAWFUL DISCRIMINATION PROHIBITED Contractor shall not engage in unlawful employment discrimination Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person's race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation 3 TIME OF PERFORMANCE The services of Contractor are to commence upon execution of this Contract by Agency, and shall be undertaken and completed in a prompt and timely manner, in accordance with the Scope of Work referenced in Exhibit A. Except as provided in Sections 6 and 19 below, this Contract shall terminate on June 30, 2012, unless extended by the mutual agreement of both parties This pilot program will undergo an annual review with possible revisions 4 COMPENSATION A. TERMS Compensation to the Contractor shall be as set forth in Exhibit B attached hereto and made a part hereof B NO PAY FOR ADDITIONAL SERVICES WITHOUT WRITING Contractor shall not be compensated for any services rendered in connection with its performance of this Contract, which are in addition to those set forth herein or listed in Exhibit A, unless such additional services are authorized in advance and in writing by the Executive Director or the Executive Director's designee (hereinafter "Executive Director" shall include the Executive Director's designee) Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by Agency and Contractor at the time Agency's express written authorization signed by the Executive Director is given to Contractor for the performance of said services 14 n `J In Community Redevelopment Agency of Atascadero S W Martin and Associates �ItI•wlLti;�„ ul 5 SUPERVISON, LABOR AGREEMENTS AND PERSONNEL A. CONTRACTOR SUPERVISES PERSONNEL. The Contractor shall have the responsibility for supervising the services provided under this Contract, hiring of personnel, establishing standards of performance, assignment of personnel, determining and affecting discipline, determining required training, maintaining personnel files, and other matters relating to the performance of services and control of personnel The Executive Director may use any reasonable means to monitor performance and the Contractor shall comply with the Executive Director's request to monitor performance B PERFORMANCE NOT SUBJECT TO EMPLOYMENT AGREEMENTS The Agency acknowledges that the Contractor may be obligated to comply with bargaining agreements and/or other agreements with employees and that the Contractor is legally obligated to comply with these Contracts It is expressly the intent of the parties and it is agreed by the parties that the Contractor's performance shall not in any manner be subject to any bargaining agreement(s) or any other agreement(s) the Contractor may have covering and/or with is employees C APPROVAL OF STAFF MEMBERS Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff assigned to perform the services required under this Contract. Contractor shall notify Agency of any changes in Contractor's staff to be assigned to perform the services required under this Contract and shall obtain the approval of the Executive Director of a list of all proposed staff members who are to be assigned to perform services under this Contract prior to any such performance 6 TERMINATION A. 6 MONTHS NOTICE. The Agency, upon six (6) months written notice, may terminate this Contract, without cause, at any time In the event of such termination, Contractor shall be compensated for non -disputed fees under the terms of this Contract up to the date of termination B OBLIGATIONS SURVIVE TERMINATION Notwithstanding any termination of this Contract, Contractor shall not be relieved of liability to the Agency for damages sustained by the Agency by virtue of any breach of this Contract by Contractor, and the Agency may withhold any payments due to Contractor until such time as the exact amount of damages, if any, due the Agency from Contractor is determined All of the indemnification, defense and hold harmless obligations in this Contract shall survive termination 3 15 Community Redevelopment Agency of Atascadero S W Martin and Associates 7 CHANGES The Agency or Contractor may, from time to time, request changes in the scope of the services of Contractor to be performed hereunder Such changes, including any increase or decrease in the amount of Contractor's compensation and/or changes in the schedule must be authorized in advance by both Parties in writing Mutually agreed changes shall be incorporated in written amendments to this Contract. Any increase in the amount of Contractor's compensation and/or changes in Exhibit A and or Exhibit B must be authorized in advance by the Executive Director 8 PROPERTY OF AGENCY A. MATERIALS PREPARED EXCLUSIVE PROPERTY OF AGENCY It is mutually agreed that all materials prepared by the Contractor under this Contract are upon creation and shall be at all times the exclusive property of the Agency, and the Contractor shall have no property right therein whatsoever Agency agrees that Contractor shall bear no responsibility for any reuse of the materials prepared by the Contractor if used for purposes other than those expressly set forth in the Intended Use of Contractor's Products and Materials section of this Contract. Contractor shall not disseminate any information or reports gathered or created pursuant to this Contract without the prior written approval of Agency including without limitation information or reports required by government agencies to enable Contractor to perform its duties under this Contract and as may be required under the California Public Records Act excepting therefrom as may be provided by court order Contractor will be allowed to retain copies of all deliverables B CONTRACTOR TO DELIVER AGENCY PROPERTY Immediately upon termination, or upon the request by the Agency, the Agency shall be entitled to, and the Contractor shall deliver to the Agency, all data, drawings, specifications, reports, estimates, summaries and other such materials and property of the Agency as may have been prepared or accumulated to date by the Contractor in performing this Contract. Contractor will be allowed to retain copies of all deliverables to the Agency 9 CONFLICTS OF INTEREST A. CONTRACTOR covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of Agency or which would in any way hinder Contractor's performance of services under this Contract. Contractor further covenants that in the performance of this Contract, Contractor shall take reasonable care to ensure that 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 Executive Director Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of Agency in the performance of this Contract. Contractor agrees to include language similar to this Section 9(A) in all contracts with subcontractors and agents for the work contemplated herein 11 16 M on Community Redevelopment Agency of Atascadero S W Martin and Associates 10 CONFIDENTIAL INFORMATION A. ALL INFORMATION KEPT IN CONFIDENCE All materials prepared or assembled by Contractor pursuant to performance of this Contract are confidential and Contractor agrees that they shall not be made available to any individual or organization without the prior written approval of the Agency, except by court order B REIMBURSEMENT FOR UNAUTHORIZED RELEASE If Contractor or any of its officers, employees, or subcontractors does voluntarily provide information in violation of this Contract, the Agency has the right to reimbursement and indemnity from party releasing such information for any damages caused by the releasing party's, including the non -releasing party's attorney's fees and disbursements, including without limitation expert's fees and disbursements C COOPERATION Agency and Contractor shall promptly notify the other party should Contractor or Agency, its officers, employees, agents, or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Contract and the work performed thereunder or with respect to any project or property located within the Agency Agency and Contractor each retains the right, but has no obligation, to represent the other party and/or be present at any deposition, hearing or similar proceeding Contractor and Agency agree to cooperate fully with the other party and to provide the other party with the opportunity to review any response to discovery requests provided by Contractor or Agency However, Agency and Contractor's right to review any such response does not imply or mean the right by the other party to control, direct, or rewrite said response 11 PROVISION OF LABOR, EQUIPMENT AND SUPPLIES A. CONTRACTOR PROPERTY Contractor shall furnish all necessary labor, supervision, equipment, communications facilities, and supplies necessary to perform the services required by this Contract except as set forth in Exhibit C Agency acknowledges that all equipment and other tangible assets used by Contractor in providing these services are the property of Contractor and shall remain the property of Contractor upon termination of this Contract. B SPECIAL SUPPLIES Agency shall be responsible for supplying any special supplies, stationary, notices, forms or similar items that it requires to be issued with a Agency logo All such items shall be approved by the Executive Director and shall be provided at Agency's sole cost and expense 5 17 Community Redevelopment Agency of Atascadero S W Martin and Associates 12 COMPLIANCE WITH LAW A. COMPLIANCE REQUIRED Contractor shall keep itself informed of applicable local, state, and federal laws and regulations which may affect those employed by it or in any way affect the performance of its services pursuant to this Contract. Contractor shall observe and comply with all applicable laws, ordinances, regulations and codes of federal, state and local governments, and shall commit no trespass on any public or private property in performing any of the work authorized by this Contract. Contractor shall at all times hold a valid contractor's license if performing any function or activity for which a license is required pursuant to Chapter 9 (commencing with section 7000) of Division 3 of the California Business and Professions Code, and Contractor shall provide a copy of the license(s) upon the request of the Agency The Agency, its officials, officers, elected officials, appointed officials and employees shall not be liable at law or in equity as a result of any failure of contractor to comply with this section 13 SUBCONTRACTING None of the services covered by this Contract shall be subcontracted without the prior written consent of the Executive Director Contractor shall be as fully responsible to the Agency for the negligent acts and omissions of its contractors and subcontractors, and of persons either directly or indirectly employed by them, as it is for the negligent acts and omissions of persons directly employed by Contractor 14 ASSIGNABILITY Contractor shall not assign or transfer any interest in this Contract whether by assignment or notation However, claims for money due or to become due Contractor from the Agency under this Contract may be assigned to a financial institution, but only with prior written consent of the Executive Director Notice of any assignment or transfer whether voluntary or involuntary shall be furnished promptly to the Agency The rights and benefits under this agreement are for the sole and exclusive benefit of the Agency and this Contract shall not be construed that any third party has an interest in the Contract. 15 LIABILITY OF CONTRACTOR. Contractor shall be responsible for performing the work under this Contract in a manner which is consistent with the generally accepted standards of Contractor's profession and shall be liable for its own negligence and the negligent acts of its employees, agents, contractors and subcontractors The Agency shall have no right of control over the manner in which the work is to be done but only as to its outcome, and shall not be charged with the responsibility of preventing risk to Contractor or its employees, agents, contractors or subcontractors 18 n Community Redevelopment Agency of Atascadero S W Martin and Associates �%w 16 INDEMNIFICATION A. INDEMNIFICATION FOR PROFESSIONAL LIABILITY When the law establishes a professional standard of care for Contractor's Services, to the fullest extent permitted by law, Contractor shall indemnify, protect, defend and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorneys fees and costs to the extent same are caused in whole or in part by any negligence or wrongful act, error or omission of Contractor, willful misconduct, or recklessness of its officers, agents, employees or subcontractors (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of professional services under this agreement. B INDEMNIFICATION FOR OTHER THAN PROFESSIONAL LIABILITY Other than in the performance of professional services and to the full extent permitted by law, Contractor shall indemnify, defend and hold harmless Agency, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contractor or by any individual or entity for which contractor is legally liable, including but not limited to officers, agents, employees or subcontractors of Contractor �r C GENERAL INDEMNIFICATION PROVISIONS Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section for each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this agreement. In the event contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this section Failure of Agency to monitor compliance with these requirements imposes no additional obligations on Agency and will in no way act as a waiver of any rights hereunder This obligation to indemnify and defend Agency as set forth here is binding on the successor, assigns or heirs of Contractor and shall survive the termination of this agreement or this section 17 INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 18 RECORDS Contractor shall maintain complete and accurate records with respect to labor costs, material expenses, parcels abated or serviced and other such information required by Agency that relates to the performance of services under this Contract. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible and in a form acceptable to the 7 19 nunity Redevelopment Agency of Atascadero ,JV Martin and Associates %ye ncy, which the Agency may specify and change from time to time vontractor shall provide free access to the representatives of Agency or its designees, at -easonable times, to such books and records, shall give Agency the right to examine and audit said books and records, shall permit Agency to make transcripts therefrom as necessary, and sn.all allow inspection of all work, data, documents, proceedings, and activities related to this Contract. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. 19 MISCELLANEOUS PROVISIONS A. ASSIGNMENT OR SUBSTITUTION Agency has an NONDISCRIMINATION / NONPREFERENTIAL TREATMENT STATEMENT In performing this Contract, the parties shall not discriminate or grant preferential treatment on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin, and shall comply to the fullest extent allowed by law, with all applicable local, state, and federal laws relating to nondiscrimination B UNAUTHORIZED ALIENS Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U S C.A & 1101 et seq ), as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this contract, and should the Federal Government impose sanctions against the Agency for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse Agency for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the Agency in connection therewith C GOVERNING LAW The Agency and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Contract and also govern the interpretation of this Contract. Any litigation concerning this Contract shall take place in the San Luis Obispo Superior Court, federal diversity jurisdiction being expressly waived D Agency has an interest in the qualifications of and capability of the persons and entities that will fulfill the duties and obligations imposed upon Contractor by this Contract. In recognition of that interest, neither any complete nor partial assignment of this Contract, may be made by Contractor nor changed, substituted for, deleted, or added to without the prior written consent of Agency which consent shall not be unreasonably withheld Any attempted assignment or substitution shall be ineffective, null, and void, and constitute a material breach of this Contract entitling Agency to any and all remedies at law or in equity, including summary termination of this Contract. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. E. ENTIRE CONTRACT This Contract constitutes the entire Contract and understanding between the parties relative to the services specified herein and there are no understandings, agreements, conditions, representations, warranties or promises, with respect to this Contract, except those contained in or referred to in this Contract and this Contract supersedes all prior understandings, agreements, courses of conduct, prior dealings among the parties and documentation of any kind without limitation 8 20 M Community Redevelopment Agency of Atascadero S W Martin and Associates *MW F AMENDMENTS This Contract may be modified or amended, or any of its provisions waived, only by a subsequent written agreement executed by each of the parties The parties agree that this requirement for written modifications cannot be waived and any attempted waiver shall be void G CONSTRUCTION AND INTERPRETATION Contractor and Agency agree and acknowledge that the provisions of this Contract have been arrived at through negotiation and that each party has had a full and fair opportunity to revise the provisions of this Contract and to have such provisions reviewed by legal counsel Therefore, any ambiguities in construing or interpreting this Contract shall not be resolved against the drafting party The titles of the various sections are merely informational and shall not be construed as a substantive portion of this Contract. H. WAIVER The waiver at any time by any party of any of its rights with respect to a default or other matter arising in connection with this Contract shall not be deemed a wavier with respect to any subsequent default or other matter I. SEVERABILITY The invalidity, illegality or unenforceability, of any provision of this Contract shall not render the other provisions invalid, illegal or unenforceable J NOTICES All invoices, payments, notices, demands, requests, comments, or approvals that are required to be given by one party to the other under this Contract shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States Post Office for delivery by registered or certified mail addressed to the parties (deemed to have been received three (3) business days after deposit in the U S Mail) at the following addresses Agency* Community Redevelopment Agency of Atascadero Executive Director 6907 EI Camino Real Atascadero, CA 93422 Contractor S W Martin and Associates Steve Martin 1015 Samantha Way Paso Robles, CA 93446 Each party may change the address at which it gives notice by giving ten (10) days advance, written notice to the other party K. AUTHORITY TO EXECUTE The person or persons executing this Contract on behalf of Contractor warrant and represent that they have the authority to execute this Contract on behalf of their agency and further warrant and represent that they have the authority to bind Contractor to the performance of its obligations hereunder AGREED to this day of cm E 2009 by the parties as follows 21 Cora -n .,,nity Redevelopment Agency of Atascadero W 'drtin and Associates Approved as to form Counsel for contractor Approved as to form 0 22 Brian A. Pierik, Agency Attorney 10 �i�liald S W Martin and Associates Bv- Steve Martin, Owner COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO Wade G McKinney, Executive Director n En Community Redevelopment Agency of Atascadero S W Martin and Associates CERTIFICATE OF COMPLIANCE WITH LABOR CODE § 3700 I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I have complied or will comply with such provisions before commencing the performance of the work of this contract. (Cal Labor C §§1860,1861) CONTRACTOR Steve Martin, Owner S.W Martin and Associates 11 23 EXHIBIT A Scope of Work Pilot Program Tourism, Marketing and Events Services Contractor agrees to devote the hours necessary to perform the services set forth in this agreement in an efficient and effective manner Contractor may represent, perform services for, and be employed by additional individuals or entities, in Contractor's sole discretion, as long as the performance of these extra -contractual services does not interfere with or present a conflict with Agency's business Contractor shall provide services to the Community Redevelopment Agency of Atascadero including, but not limited to, the following • Prepare an annual work plan, as of July 1 st of each year, with Agency • Prepare quarterly progress reports • Prepare an annual report, by April 30th of each year, listing work plan successes and deficiencies • Contractor to meet with the Executive Director or her/his designee on a timeline to be determined by the Executive Director The purpose of these meetings is to review the City's goals and the Contractor's progress • Implement Atascadero Tourism Marketing Plan o Assist the Office of Economic Development with Brand building o Prioritize projects o Create a timeline o Establish project budgets o Work with other agencies, including but not limited to ■ Chamber of Commerce ■ Colony Days Committee ■ Historical Society ■ Wine Festival Committee ■ Charles Paddock Zoo ■ Art Association o Act as liaison to the County Visitor and Conference Bureau o Enhance and maintain City's tourism website o Schedule attendance at trade shows and conferences — in coordination with Agency • Contractor pays for memberships • Agency pays for conference attendance 24 In • Advertising Agency Services r,,,,► o Coordination/production of all advertising materials o Implementation/placement of advertising schedules o Tracking and reporting of advertising expenditures o S W Martin & Associates to be named Agency of Record for all City advertising • Coordinate and Conduct Citywide Events o Calendar of events to be coordinated with the City o Establish a workplan and timeline for events in the City o Explore new opportunities Promote Atascadero o Assist with City Manager News articles o Create a schedule and submission plan for weekly City press releases o Assist City departments with in -market and out -of -market communications and promotions o Create a plan for editorial coverage by local and out of area media • Provide Main Street o Administrative support o Maintain staffed office with regular hours o Representation for Main Street Board as directed o Attend meetings as appropriate to represent Main Street o Coordinate and conduct Main Street events o Maintain contract compliance with Community Redevelopment Agency o Maintain organization affiliation with CDA, CASMA, and National Main Street on 25 EXHIBIT B Compensation and Method of Payment Contractor is to be compensated for services rendered upon presentation of an invoice on a monthly basis with an annual not -to -exceed cap of $133,000 00 The Agency reserves the right to inspect the Contractor's financial records The Contractor may have up to 48 hours to present his/her financial records if requested 26 n EXHIBIT C Items Provided by Agency The Community Redevelopment Agency of Atascadero agrees to furnish office space for use by the Contractor as needed while performing the services described in this agreement. The Contractor may use alternate work space to perform the described services 0"i 27 EXHIBIT D INSURANCE REQUIREMENTS FOR CONTRACTORS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors Minimum Scope of Insurance Coverage shall be at least as broad as 1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001) 2 Insurance Services Office Form Number CA 0001 covering Automobile Liability, code 1 (any auto) 3 Workers' Compensation insurance as required by the State of California and Employer's Liability insurance (for lessees with employees) Minimum Limits of Insurance Lessee shall maintain limits no less than 1 General Liability- $1,000,000 per occurrence for bodily injury, personal injury and property damage If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2 Automobile Liability $1,000,000 per accident for bodily injury and property damage 3 Employer's Liability $1,000,000 per accident for bodily injury or disease Deductibles and Self -Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the Agency At the option of the Agency, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Agency, its officers, officials, employees and volunteers, or the Lessee shall provide a financial guarantee satisfactory to the Agency guaranteeing payment of losses and related investigations, claim administration and defense expenses M Other Insurance Provisions 1*MW The general liability and automobile policies are to contain, or be endorsed to contain, the following provisions 1 The Agency, its officers, officials, employees and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed on behalf of the contractor; and with respect toliability arising out of work or operations performed by on on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations General liability coverage can be provided in the form of an endorsement to the Contractor's insurance or as a separate owner's policy (CG 20 10 11 85) 2 For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the Agency, its officers, officials, employees and volunteers Any insurance or self-insurance maintained by the Agency, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3 Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Agency 4 Coverage shall not extend to any indeminity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code VAW Acceptability of Insurers Insurance is to be placed with insurers with a current AM Best's rating of no less than A.VII Verification of Coverage Contractor shall furnish the Agency with original certificates and amendatory endorsements effecting coverage required by this clause The endorsements should be on forms provided by the Agency or on other than the Agency's forms, provided those endorsements or policies conform to the requirements All certificates and endorsements are to be received and approved by the Agency before work commences The Agency reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time Subcontractors Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein on 29 Attachment 3 Memorandum of Understanding Between Atascadero Main Street and Community Redevelopment Agency for Administrative Support Services 2009-2010 and 2010-2011 This memorandum of understanding is made and entered into between the Community Redevelopment Agency of Atascadero, hereinafter called the "Agency", and Atascadero Main Street, Inc, hereinafter called "Main Street." The purpose of this Memorandum of Understanding (MOU) is to set forth and clarify the responsibilities of each party in providing Administrative Support Services to Main Street. The Agency shall provide administrative support services to Main Street. The administrative support shall include the following • Administrative support • Maintain staffed office with regular hours • Representation for Main Street Board as directed • Attend meetings as appropriate to represent Main Street • Coordinate and conduct Main Street events • Maintain contract compliance with Community Redevelopment Agency • Maintain organization affiliation with CDA, CASMA, and National Main Street At least annually, the Main Street Board of Directors will review service and performance levels with the Executive Director or his designee of the Community Redevelopment Agency Main Street agrees to provide office space and equipment for the administrative support staff while fulfilling the responsibilities to the Redevelopment Agency This Memorandum of Understanding constitutes the agreement between Atascadero Main Street and the Community Redevelopment Agency of Atascadero Any terms and conditions must be discussed and amended by the Main Street Board and the Agency Executive Director Community Redevelopment Agency Atascadero Main Street Of Atascadero By- Wade G McKinney, Executive Director 30 By- Barbie Butz, Chairperson DATE