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ETING AGENDA
JAN 297010
SLO CITY
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City counci l
VIA :
Katie Lichtig, City Manager
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TUESDAY, FEBRUARY 2, 2010 PRESENTATION BY THE IlC`
DOWNTOWN ASSOCATION REGARDING MANAGEMENT O F
PRODUCE VENDING AT THURSDAY NIGHT PROMOTION S
EVENT
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`FROM :
Christine Dietrick, City Attorney r.'Tle
Shelly Stanwyck, Assistant City Manager
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SUBJECT :
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ATTORNE Y
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Backgroun d
In response to concerns presented by the Executive Director of the Farmers Market Associatio n
to Council at its January 19, 2010, Council directed staff to coordinate a Presentation by th e
Downtown Association for the February 2, 2010 Council meeting . During the presentation the
Downtown Association will provide information to Council about management changes for the
produce vending section of Thursday Night Promotions (TNP).
Existing Agreemen t
As Council members are aware, the City first entered into a formal agreement with the San Lui s
Obispo Downtown Association (SLODA) on July 1, 2008 to benefit tourism and business in th e
downtown area of the City . The Agreement arose from the transition of the SLODA from a Cit y
advisory body into an independent, non-profit entity with which the City contracts to provid e
services to the members of the City's Downtown Parking and Business Improvement Area .
The Agreement between the City and SLODA was reviewed by Council on April 21, 2009, an d
renewed for an additional two year term (Attachment 1). The term of the current Agreement
commenced July 1, 2009 and ends on June 30, 2011 to match the two year budget cycle of th e
City . Under the terms of this agreement the SLODA is obligated to continue to produce TNP ,
one of the special events integral to the fulfillment of SLODA's obligations to the City under th e
terms of the Agreement . The Agreement does not specify the type of farmers' market to b e
produced (i .e ., general market versus certified market) nor does it include any requirements wit h
regard to the management of the market or the vendor selection . Typically, such issues would b e
considered operational matters best left to the discretion of the contractor .
It is considered good business practice to leave existing contracts in place when the terms of th e
contract are being met . At this time, SLODA is meeting its obligations to the City under th e
terms of its Agreement . However, in response to some concerns expressed about the operationa l
changes at TNP that will affect produce vendors, SLODA has indicated to staff that it is willin g
to provide a letter agreement to Council that it will :
1.Continue to operate a certified Farmers Market (SLODA has received its certificate fro m
the Deputy Agricultural Commissioner )
2.Create a committee for Farmers to address this group's specific TNP needs .
3.Extend an invitation to the Farmers to serve on the SLODA TNP subcommittee .
4.Extend an invitation to the Farmers to appoint a representative to a Liaison position to th e
SLODA Board of Directors .
The memo from the SLODA providing information on this transition has been provided fo r
Council's reference (Attachment 2).
Moving Forwar d
As with most transitions and new relationships opportunities exist to refine and improve upo n
communications . In light of the recent communication challenges which arose from thi s
operational transition, it is staffs intention to have more frequent meetings with th e
Administrator of SLODA (in addition to attending Board meetings and other standing meetings )
to enhance communications and ensure that both parties have the opportunity to monitor succes s
of all downtown businesses and special events . Furthermore, Council members will be provide d
with quarterly reports from the Administrator of the SLODA, in narrative form, articulating th e
services provided to the City during the most recent quarter .
ATTACHMENT S
1.April 21, 2009 Council Agenda Report and Agreement Renewa l
2.Memo from SLODA previously transmitted to Council on January 15, 2010 .
counci l
acEnaa aEpoRC
Meetmgpate '21-2009
Item Number
c 3
C I T Y O F S A N L U I S O B I S P O
FROM :
Shelly Stanwyck, Assistant City Manager
Prepared By :
Claire Clark, Economic Development Manage r
SUBJECT :
DOWNTOWN ASSOCIATION AGREEMENT RENEWAL
RECOMMENDATIO N
Approve an Agreement with the San Luis Obispo Downtown Association (SLODA) fo r
provision of services to the City and authorize the Mayor to execute the two-year Agreement .
DISCUSSION
Backgroun d
In 1975, the City joined with Downtown merchants and property owners to create an assessmen t
district to provide funding for special benefits to the Downtown . This district was created
pursuant to the Parking and Business Improvement Area Law of 1965 (California Streets an d
Highway Code §36000-36081) by adoption of Ordinance Number 649 (1975 Series). The law
provided the City Council with the sole discretion as to how the revenue derived from th e
assessment is to be used within the scope of the purposes spelled out in the 1965 State law .
The boundaries of the Downtown Parking and Business Improvement Area (Area) were define d
by the Ordinance encompassing the heart of the Downtown Business district bounded generall y
by Santa Rosa and Beach Streets, and by Palm and Marsh Streets as more specifically shown o n
the map in Attachment 1 . The Area has not changed since its creation .
The SLODA, originally created as an advisory body to the City Council, now operates as a n
independent 501(c)(6) not-for-profit corporation and has an annual budget of approximatel y
$500,000, about a third of which is derived from the Area assessment on the approximately 70 0
SLODA members .
2008-09 Agreemen t
In 2008, the City Council entered into a one year Agreement, dated July 1, 2008, with the newl y
formed not-for-profit SLODA for the provision of services in return for distribution of all Are a
assessment revenues . Specific services were enumerated in the Agreement, includin g
continuation of Holiday Activities, Concerts in the Plaza, and Thursday Night Promotions . Th e
Agreement also enumerated on-going services that the DA has traditionally provided, includin g
but not limited to, working closely with City staff to address issues of parking, construction ,
downtown maintenance, activities in the Plaza, economic vitality and long term strategies for th e
viability and health of the downtown business area, supported by the SLODA . As a Main Street
Downtown Association Contract Renewal Page 2
Organization, the SLODA has continued to maintain the high standards that qualify it fo r
designation as a National and California Main Street program and incorporates the Main Street 4-
Point Program of revitalization in its work plan . Compliance with 2008-09 Agreemen t
requirements for use of Area revenues is evidenced through regular reporting as established i n
the current Agreement between the City and the SLODA .
Proposed 2009-2011 Agreemen t
The proposed Agreement (substantially the same as the current Agreement) continues the lon g
and successful relationship between the City and the SLODA with few changes . The propose d
2009-2011 Agreement, shown at Attachment 2, extends the term from one year to two years, s o
that the term coincides with the City's budget review in order to facilitate consideration o f
budgetary matters . It continues enumerated services to be provided by the SLODA in the Scop e
of Services section of the Agreement, changing the Transition Plan section to Additiona l
Provisions eliminating the transitional elements that have been completed .
City Support of the Downtow n
Since establishing the Parking and Business Improvement Area, City staff has supported certai n
events organized by the SLODA that result in a vibrant downtown . SLODA receives operationa l
support from several City departments such as Public Works, Police, Fire, Administration, an d
Parks & Recreation .
In accordance with the Agreement, SLODA is required to provide certain events in th e
Downtown that enhance foot traffic among Downtown businesses . Services related to thes e
activities are supplied by the City as a part of its support of the Downtown . In recognition of th e
importance of a vibrant downtown and the unique relationship between the City and the SLODA ,
these substantial services are provided at a nominal cost recovery in support of the events tha t
benefit the City's Downtown . The City will also continue collection of business tax an d
assessment revenues, and coordination between City and SLODA staff will continue to be a
priority to benefit the Downtown .
FISCAL IMPAC T
There are no direct fiscal impacts to the City resulting from this Agreement . The City wil l
continue to collect the approximately $160,000 in Area assessment revenues and will pass thes e
funds to the SLODA for services provided in accordance with this Agreement .
That said, the City also provides support for the special events that the SLODA provides i n
accordance with the Agreement . The City incurs costs of approximately $70,000 per year t o
provide such services with cost recovery of approximately $6,200 per year from the SLODA .
Despite the current budget conditions, staff recommends continuing the status quo of providin g
these services at the City's expense due to the unique benefits that these events extend to the Cit y
as a whole and the City's interest in seeing these events continue .
C c
Downtown Association Contract Renewal
Page 3
CONCLUSION
The City and the SLODA seek a continued relationship to preserve the vitality and effectivenes s
of the Downtown to support businesses and attract visitors to the City of San Luis Obispo . Th e
SLODA will continue to provide a high level of service to the City to the benefit of the Are a
businesses and, with the continuing support of the City, for the betterment of the City as a whol e
in accordance with the Agreement .
ALTERNATIVES
1.Do not renew the Agreement with the SLODA .The Council could direct staff to explor e
alternatives to contracting with the SLODA for the services provided by this organization .
Due to the ongoing nature of the activities, particularly Thursday Night Promotions, that hav e
become hallmarks of our community, this is not recommended .
2.Require greater cost recovery .The Council may direct staff to negotiate with the SLOD A
for greater cost recovery due to the current budgetary constraints . While this is a good longe r
term goal, in this economic climate it is not being recommended at this time . However, if
this is an action the Council chooses, direction as to the Council's goal in cost recovery i s
requested .
ATTACHMENTS
1.Downtown Business Improvement Area Ma p
2.2009-2011 Agreemen t
file: T:\Downtown Association\DA CAR contractRenewal2009-2011\DA CAR 4-21-2009
r 0 ATTACHMENT .I .
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.
AGREEMENT
Attachment 2
THIS AGREEMENT is entered into as of the 1st day of July, 2009, between th e
SAN LUIS OBISPO DOWNTOWN ASSOCIATION, a 501(c)(6) non-profit corporatio n
organized under the laws of the State of California, with a place of business at 110 8
Garden Street, San Luis Obispo, California 93401 ("SLODA"), and the CITY OF SA N
LUIS OBISPO, a municipal corporation ("City").
RECITALS :
A.The City and SLODA have worked together for the benefit of business an d
tourism in the downtown area of San Luis Obispo since the inception of th e
Downtown Business Improvement Area in 1975 and desire to continue thei r
relationship for the betterment of tourism and business ; an d
B.On October 6, 1975, the City Council adopted, and subsequently amended o n
various occasions, Ordinance 649 (1975 Series) (collectively, "the Ordinance")
creating the Downtown Parking and Business Improvement Area ("DPBIA") in
the downtown area of San Luis Obispo, and levying the authorized assessment on
all businesses within the area .
C.Having determined that promotional activities to benefit business and tourism
activities in the downtown area of San Luis Obispo are an appropriate use of DPBI A
assessment proceeds, since such activities are expected to maintain and increas e
revenues derived by the City from the downtown area and to preserve and enhanc e
the unique character of the downtown for the special benefit of downtown are a
businesses, and further, having determined that SLODA is able to conduct suc h
promotional activities, the City Council desires to contract with SLODA to conduc t
promotional activities in the downtown area of San Luis Obispo .
D.The City is authorized enter into a contract to provide services to the members of th e
DPBIA and to administer the assessment collected for that purpose ; the SLODA,a
501(c)(6) organization, wishes to enter into this contract with the City to provid e
agreed upon services to the DPBIA members .
NOW THEREFORE, THE PARTIES AGREE as follows :
1 .
Scope of Services .SLODA will conduct promotional activities to benefi t
business and tourism activities in the downtown area of the City, more specifically se t
forth in this Agreement as the Scope of Services, attached hereto as Exhibit A an d
incorporated as if fully set forth herein, as limited by State law and the Ordinance, an d
subject to any modifications approved in writing by the City Manager .
The Scope of Services may be amended by mutual consent of the parties after bi-annual
approval of this Agreement by the City Council . The City Manager is hereby authorized
C3-5-
Att achment 2-
to approve periodic amendments to the Scope of Services without further consent b y
Council to the extent that any such amendments do not result in the elimination of
required Special Events, as set forth in Exhibit A .
2.Financial Reporting .SLODA will prepare and file with City, consistent wit h
City policy, quarterly financial reports within 60 days after the end of the quarter
showing qualifying expenditures made by SLODA and shall, upon request by City ,
produce supporting invoices, receipts, vouchers and statements showing how the DPBIA
revenues have been expended consistent with this Agreement . Such financial reports shal l
include a line-item schedule which matches expenditures with specific, budgete d
amounts and activities . The reports will be filed with the City Finance Director consisten t
with the City's financial reporting policies and practices, and as reasonably requested b y
the Finance Director .
In addition to interim quarterly reports, the SLODA shall contract with a n
independent certified public accountant to prepare an annual audit of the SLOD A
financial operations related to qualifying revenues and expenses . The audit shall b e
conducted in accordance with auditing standards generally accepted in the United States .
The goal of the audit shall be to provide an opinion that the SLODA financial statement s
present fairly, in all material respects, the financial position and changes in financia l
condition of the qualifying financial operations of the SLODA, in conformity wit h
accounting principles generally accepted in the United States . The SLODA fiscal year
shall be July 1 to June 30 ; and the audit shall be completed and submitted to the City's
Finance Director within 180 days after fiscal year end .
3.Quarterly Activity Reports .At the time the interim quarterly financial report s
are filed, SLODA will also file with the City Manager a report of the activities of
SLODA and its subcontractors and the respective accomplishments of each during th e
period specified in the financial report .
4.Carryover Funds .SLODA may accrue a carry-over account of funds paid b y
the City to SLODA, but not expended by SLODA, provided that SLODA files with th e
City a declaration, which specifically sets forth the planned use of such funds . The
amount of carryover funds will be added to the funds allocated to the SLODA i n
accordance with this Agreement for succeeding fiscal years, provided that these fund s
must be specifically allocated to program activities of any budget proposal submitted fo r
such funding agreement.
5.Term .The term of this Agreement will commence July 1, 2009 ending on Jun e
30, 2011 to match the two year budget cycle of the City . The term may be extended upo n
approval of the Agreement, including review of the Scope of Services, by the Cit y
Council . The City and SLODA may terminate this Agreement and any rights, duties an d
liabilities accruing in this Agreement at any time by giving written notice of election t o
terminate to the other party at least thirty (30) days prior to the end of the fiscal year .
Attachment 2
6.
Funding Restrictions .The parties acknowledge that activities within the Scop e
of Services shall be funded by DPBIA funds and that all monies allocated by the Cit y
shall be subject to the restrictions imposed on DPBIA monies by the Ordinance and Stat e
law .
7.
Limited Use of DPBIA Funds .SLODA will use none of the funds it receive s
from this Agreement for any purpose not enumerated in the Ordinance, including but no t
limited to, any expense (including administration and overhead) in support of a SLODA
Political Action Committee or any other political entity or activity . The City recognize s
that the SLODA may engage in such activities on behalf of its members, independent o f
its contract with the City and does not attempt through this Agreement to limit thos e
activities, so long as such activities do not utilize DPBIA funds .
8.
Accounting for DPBIA Assessments .DPBIA assessment money may be used t o
finance fund-raising activities intended to generate additional revenue for use by th e
SLODA . However, the sum of all assessment money used for this purpose shall b e
accounted for and proceeds from the fund-raiser equal to that sum shall be used fo r
purposes stated in the Ordinance and conforming to the purposes of the assessment a s
defined by State law . Further, such use of DPBIA funds shall be specifically described i n
the periodic reports described in paragraph 2 of this Agreement .
9.
City Support for SLODA Activities.The City will continue to provide staf f
support and services in accordance with the SLODA Scope of Services attached hereto a s
Exhibit A, at the mutually agreed cost to the SLODA .
However, it is agreed that SLODA will reimburse City for all costs incurred by City i n
providing services during the term of this Agreement relating to other SLODA events o r
promotional services . These costs will be determined and certified in accordance wit h
City policies applicable to other non-profit organizations and City will provide SLOD A
with invoices for such services, which will be due and payable by SLODA consisten t
with standard City policies and practices .
10.
Monthly Remittance of DPBIA Funds to the SLODA .The City will cause t o
be paid to SLODA the total amount of DPBIA funds collected by the City during each
month within thirty (30) days of the end of the month .
11.City Staff Rights to Attend SLODA Board Meetings .SLODA shall notify the
City Manager of the meeting dates of each meeting of the Board of Directors of SLODA,
and the City Manager or his/her appointed representative shall have the right to attend al l
meetings of the Board of Directors .
12.
Independence of SLODA .Neither the City nor any of its officers or employee s
will have any control over the conduct of SLODA or any of its employees, except a s
provided above, and SLODA expressly warrants not in any manner or at any time to
represent that its officers, agents, servants or employees are in any manner the officers ,
agents, servants or employees of the City, it being distinctly understood that SLODA is
Attachment z
and at all times will remain as to the City, an independent contractor, and the obligation s
of SLODA to the City is solely as prescribed by this Agreement .
13.
Assignment .This Agreement contemplates that SLODA will render specia l
services which it is uniquely able to provide, and it is recognized by the parties that a n
inducement to City for entering into this Agreement was, and is, the ability of SLODA t o
render these special services . Neither this Agreement nor any interest in this Agreemen t
may be assigned by SLODA, except that SLODA may, on written consent of the Cit y
Manager or designee obtained in advance, assign any moneys due, or to become due, to
SLODA for purposes consistent with this Agreement . SLODA agrees not to subcontrac t
any portion of the performance contemplated and provided for in this Agreement, excep t
that SLODA may enter into subcontracts for the sole purpose of carrying out promotiona l
activities within the scope of the Ordinance with the consent of City . Nothing containe d
in this Agreement is intended to or will be construed as preventing SLODA fro m
employing or hiring as many employees as it may deem necessary for the proper and
efficient execution of this Agreement .
14.
Insurance.SLODA shall obtain and maintain insurance as set forth in Exhibit B
hereto, the requirements of which are incorporated herein . Each insurance policy shall b e
endorsed to state that coverage shall not be suspended, voided or canceled by either part y
except after thirty (30) days' prior written notice to City, and shall be primary and no t
contributing to any other insurance or self-insurance maintained by City .
SLODA shall deliver to City certificates of insurance and original endorsement s
for approval as to sufficiency and form prior to the start of performance hereunder . Th e
certificate and endorsements for each insurance policy shall contain the original signatur e
of a person authorized by that insurer to bind coverage on its behalf . "Claims made "
policies of insurance are not acceptable unless the City Risk Manager determines tha t
"occurrence" policies are not available in the market for the risk being insured . If a
"claims made" policy is accepted, it must provide for an extended reporting period of not
less than one hundred eighty (180) days . Such insurance as required herein shall not b e
deemed to limit SLODA's liability relating to performance under this Agreement . City
reserves the right to require complete certified copies of all said policies at any time. An y
modification or waiver of the insurance requirements herein shall only be made with th e
approval of the City Risk Manager . The procuring of insurance shall not be construed a s
a limitation on liability or as full performance of the indemnification provisions of thi s
Agreement .
To the extent that SLODA subcontracts certain activities pursuant to paragraph 1 3
of this Agreement, SLODA may comply with the requirements of this paragraph 14 b y
providing certificates of insurance naming SLODA and the City of San Luis Obispo a s
separate additional insureds under the subcontractor's insurance, providing that th e
subcontractor's insurance meets or exceeds the insurance requirements of this paragrap h
14, all subject to the approval of the City Risk Manager .
Aftachment 215.Hold Harmless and Indemnification .SLODA shall protect, defend, indemnify
and hold City, its officials, employees, and agents (collectively in this Section referred t o
as "City") harmless from and against any and all claims, demands, causes of action ,
losses, damages, and liabilities, whether or not reduced to judgment, which may b e
asserted against City arising from or attributable to or caused directly or indirectly b y
SLODA, SLODA's employees or agents in the performance of work under thi s
Agreement, or any alleged negligent or intentional act, omission or misrepresentation by
SLODA, SLODA's employees or agents, which act, omission or misrepresentation i s
connected in any way with performance of work under this Agreement . If it is necessar y
for purposes of resisting, adjusting, compromising, settling, or defending any claim ,
demand, cause of action, loss, damage, or liability, or of enforcing this provision, for Cit y
to incur or to pay any expense or cost, including attorney's fees or court costs, SLOD A
agrees to and shall reimburse City within a reasonable time . SLODA shall give Cit y
notice of any claim, demand, cause of action, loss, damage or liability within ten (10 )
calendar days .
16.Notice .Any notices to be given under this Agreement, or otherwise, maybe give n
by enclosing the same in a sealed envelope, addressed to the party intended to receive th e
same, at its address and by depositing the same in the U . S . Postal Service as regular
mail, postage prepaid . When so given, notice will be effective from the time of mailing o f
the notice . For these purposes, unless otherwise provided in writing, the address of th e
City and the proper person to receive any notices on its behalf is the City Manager, 99 0
Palm Street, San Luis Obispo and the address of the SLODA is 1108 Garden Street, Suite
210, San Luis Obispo, California 93401 .
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
day of , 2009 .
SAN LUIS OBISPO DOWNTOWN ASSOCIATION ,
A 501(c)(6) Corporation .
By :
CITY OF SAN LUIS OBISP O
By:
David F . Romero, Mayor
APPROVED AS TO FORM :
By :
~'—.`--~-
an P . Lowell, City Attorney
Attachment 2-
EXHIBIT A
SCOPE OF SERVICE S
SPECIAL EVENTS :
The events and/or activities set forth below are Special Events the continuation of whic h
the City considers integral to the fulfillment of SLODA's obligations under th e
Agreement. As such, the City agrees to continue to provide, at the mutually agreed cost t o
the SLODA, the enumerated municipal services that have traditionally been provided t o
the SLODA in conjunction with the events/activities as set forth below and the SLOD A
shall continue to provide the following Special Events to the Downtown :
A.Holiday Activitie s
B.Concerts in the Plaz a
C.Thursday Night Promotion s
City services in support of the above events have traditionally included the following ,
which will continue uninterrupted :
1.Public safety support at levels determined appropriate by the City ,
including holiday parade escort .
2.Placement and removal of street barricades and coordination of street
closures for holiday activities and Thursday Night Promotions .
3.Placement and removal of City-owned portable restrooms for Thursda y
Night Promotions .
4.Banner placement and advertising at 50% of standard City fees . (Note :
SLODA shall retain its priority position with regard to the placement o f
street banners that promote activities that benefit tourism and business i n
the district, in addition to the Special Events above, within the scope of th e
Agreement, but shall be charged fees consistent with City policy for th e
placement of such banners )
5.Special Events Permit processing at 50% of standard City fee s
6.Street clean-up following Special Event s
7.Holiday tree placement and remova l
8.Free rental of Mission Plaza for placement of Santa's House and carouse l
and for Concerts in the Plaza .
ONGOING SERVICES :
In addition to the Special Events set forth above, SLODA shall provide, as needed, th e
following Ongoing Services to the Downtown . The costs of any City services required o r
requested in support of these Ongoing Services shall be allocated to the SLOD A
consistent with City policies applicable to other not for profit entities and pursuant to th e
terms of the Agreement .
Attachment 9-
1 .Parking/Transportatio n
a.Distribute employee and customer parking brochures to targeted groups .
b.Work closely with City staff to analyze and make recommendations to the City
Council on ways to address employee parking issues .
c.Work closely with City staff on the development of downtown construction
public information programs .
2 .Programming in Plaz a
a . Explore other event ideas such as movies, art fairs, poetry, etc .
3 .Downtown Maintenanc e
a.Continue to cooperate with Public Works Department staff to determine sidewal k
scrubbing schedule .
b.Disseminate cleanliness and safety information to members through publication s
and presentations .
c.Work with City staff to get trash and recycling receptacles cleaned .
d.Continue Downtown Forester program in assisting with tree maintenance .
4.Economic Developmen t
a.Work closely with City staff when developing marketing strategies for retai l
services and continue to implement Strategic Plan goals to maintain downtow n
retail health .
b.Continue to facilitate business recruitment and retention in the Downtown .
c.Continue to coordinate with City and Chamber of Commerce to get information to
visitors on Downtown retail/shopping opportunities .
d.Strengthen collaboration efforts with the Chamber of Commerce and othe r
business and visitor groups to increase effectiveness of local and regiona l
marketing .
e.Get word out to downtown retailers and restaurants when conferences/events ar e
in town and encourage them to do direct marketing/outreach .
5 .Organizational Capacit y
Keep the City apprised of the status of SLODA's long term strategy for the fisca l
sustainability of the SLODA, including strategies to :
a.Maintain economic vitality and independence of the organizatio n
b.Identify options for development of other funding sources to be considered ,
pursued, and/or secured to supplement the organization's activities ;
Attachment ~
c . Evaluate internal organization, and committee structure, and allocation o f
resources to identify changes needed to most effectively implement SLODA's
mission and goals .
ADDITIONAL PROVISIONS :
Higuera Street
The SLODA partially funded the installation of electrical conduit in Higuera Street t o
accommodate the potential for future electrical connections for use by Thursday Nigh t
Promotions vendors . A further capital project will be required to facilitate suc h
connections . The City and SLODA have agreed to work toward accomplishing th e
connections over the term of the Agreement. However, SLODA recognizes that th e
completion of such a project will require additional funding and the parties agree that th e
cost allocation relating to the provision of such connections and post-installatio n
maintenance issues, such as electrical service costs, are subject to further negotiation .
C3_,
Attachment 2
Exhibit B
INSURANCE REQUIREMENTS : Consultant Services
1 .Insurance .Contractor shall procure and maintain for the duration of the contrac t
insurance against claims for injuries to persons or damages to property that may aris e
from or in connection with the performance of the work hereunder by Contractor, it s
agents, representatives, employees or sub-contractors .
a .
Minimum scope of insurance .Coverage shall be at least as broad as :
•Insurance Services Office Commercial General Liability coverag e
(occurrence form CG 0001).
•Insurance Services Office form number CA 0001 (Ed . 1/87) coverin g
Automobile Liability, code 1 (any auto).
•Workers' Compensation insurance as required by the State of Californi a
and Employer's Liability Insurance .
•Errors and Omissions Liability insurance as appropriate to Contractor's
profession .
b .
Minimum limits of insurance .Contractor shall maintain limits no less than :
•General Liability : $1,000,000 per occurrence for bodily injury, persona l
injury and property damage . If Commercial General Liability or othe r
form with a general aggregate limit is used, either the general aggregat e
limit shall apply separately to this project/location or the genera l
aggregate limit shall be twice the required occurrence limit .
•Automobile Liability : $1,000,000 per accident for bodily injury an d
property damage .
•Employer's Liability : $1,000,000 per accident for bodily injury o r
disease .
•Errors and Omissions Liability : $1,000,000 per occurrence .
c.Deductibles and self-insured retentions.Any deductibles or self-insure d
retentions must be declared to and approved by the City . At the option of th e
City, either : the insurer shall reduce or eliminate such deductibles or self-insure d
retentions as respects the City, its officers, officials, employees and volunteers ; o r
Contractor shall procure a bond guaranteeing payment of losses and relate d
investigations, claim administration and defense expenses .
d.Other insurance provisions.The general liability and automobile liabilit y
policies are to contain, or be endorsed to contain, the following provisions :
•The City, its officers, officials, employees, agents and volunteers are t o
be covered as insureds as respects : liability arising out of activitie s
performed by or on behalf of Contractor ; products and completed
operations of Contractor ; premises owned, occupied or used by
Contractor ; or automobiles owned, leased, hired or borrowed b y
Contractor . The coverage shall contain no special limitations on the
Attachment '2
scope of protection afforded to the City, its officers, official, employees ,
agents or volunteers .
•For any claims related to this project, Contractor's insurance coverag e
shall be primary insurance as respects . the City, its officers, officials ,
employees, agents and volunteers . Any insurance or self-insuranc e
maintained by the City, its officers, officials, employees, agents or
volunteers shall be excess of Contractor's insurance and shall no t
contribute with it .
•Any failure to comply with reporting or other provisions of the policie s
including breaches of warranties shall not affect coverage provided to th e
City, its officers, officials, employees, agents or volunteers .
•Contractor's insurance shall apply separately to each insured agains t
whom claim is made or suit is brought, except with respect to the limit s
of the insurer's liability .
•Each insurance policy required by this clause shall be endorsed to stat e
that coverage shall not be suspended, voided, canceled by either party ,
reduced in coverage or in limits except after thirty (30) days' prio r
written notice by certified mail, return receipt requested, has been give n
to the City .
e .
Acceptability of insurers .Insurance is to be placed with insurers with a curren t
A .M . Best's rating of no less than A :VIl .
Verification of coverage .Contractor shall furnish the City with a certificate of insuranc e
showing maintenance of the required insurance coverage . Original endorsements effectin g
general liability and automobile liability coverage required by this clause must also be provided .
The endorsements are to be signed by a person authorized by that insurer to bind coverage on it s
behalf All endorsements are to be received and approved by the City before work commences .
14 January 201 0
To : Shelly Stanwyck, ACAO, City of San Luis Obisp o
From : Deborah Cash, Executive Director, San Luis Obispo Downtown Associatio n
The Downtown Association wishes to provide information to City staff to b e
communicated to the City Council regarding the management of the produce vendin g
section of Thursday Night Promotions (TNP). Because the City contracts with th e
Downtown Association to hold the TNP event as part of the BID agreement, this memo i s
intended to provide updated information regarding that event .
As of Thursday, January 28, 2010 the Downtown Association will assume th e
operation and management of the produce vendor segment of TNP from SL O
County Farmers Market Association (FMA).This memo explains why this decisio n
was made and why the Downtown Association Board believes it will :
n Streamline efficiency,
n Ensure public safety, and
n Allow for increased communication between event holder (us) and even t
participants, including FMA produce vendors .
While the Board values the relationship it has had for many years with FMA, over tim e
certain challenges and lost opportunities have resulted in a review of the business mode l
as it stands indicating that the dual layer of management no longer serves the event as i t
did when times were simpler and the event was less tightly controlled .
With the Downtown Association's change to a non-profit entity from a city agency, it i s
now `on its own' with regard to liability and funding . The Board is particularly aware o f
the need to run the event in a manner where everyone upholds the rules and understand s
the need to make changes and hard decisions when necessary .
After receiving the unexplained resignation of FMA market managers Peter and Lind a
Jankay from the TNP committee in the fall, the Downtown Association was forced t o
examine the implications of not having a liaison between the two agencies and therefore ,
no way to communicate with participants who, even though are present as a result o f
FMA permission, are still subject to traffic, safety, health and behavior rules to which th e
Downtown Association event in its entirety is legally subject .
It is a priority for the Downtown Association to continue the operation seamlessly an d
smoothly with no interruption to the current produce vendors .All vendors have
received or will receive a letter that explains the changeover and what they can expect a s
a participant—namely that they will be offered to continue their participation with n o
change to their fees, placement or arrangements currently in existence . They have been
instructed to contact TNP coordinator Diana Cotta with any questions ; the Downtow n
Association will be holding an information session for vendors as a forum for thei r
concerns this coming Tuesday .
The Downtown Association is proud of its 27-year record of holding one of the country's
most successful and highly emulated "Farmers Market" activities . The Downtow n
Association believes this change in management will bring continued success an d
awareness to the event and anticipates a positive outcome for participants, guests, th e
City and the community .
Cc : SLO Downtown Association Board of Director s
Diana Cotta, TNP Event Coordinato r
Stephen W. Johnson, Attorne y
Christine Dietrick, Claire Clark, Robert Horch, City SLO