Special Board Meeting: Tuesday, March 14, 2017, at 9:00 am
Location: The Rellik Bar and Lounge, 726 First Street, Benicia, CA
Notice to the Public:
You are welcomed and encourage to participate in this meeting. Public comment is taken (3 minutes maximum per person) on items listed on the agenda when they are called. Public Comment on items not listed on the agenda will be heard at the meeting as noted on the agenda. Comments on controversial items may be limited and large groups are encouraged to select one or two speakers to represent the opinion of the group. The order of Agenda items is listed for reference and may be taken in any order deemed appropriate by the Board of Directors. The Agenda provides a general description; however, the Board of Directors may take action other than what is recommended.
Brown Act Notice:
Government Code Section 54950 (The Brown Act) requires that a brief description of each item to be transacted or discussed be posted at least 24 hours prior to a Special Board Meeting. Action may not be taken on items not posted on the agenda. Meeting facilities are accessible to persons with disabilities. If you require special assistance to participate in the meeting, notify:
Leah Shelhorn at 707-745-0254 at least 24 hours prior to this special meeting.
Board of Directors for 2017:
1. Leah Shelhorn, Studio 41, Gifts4 Every1, Capitol District
2. Thomas Hamilton, The Rellik Bar, Capitol District
3. Eileen Stern, Re Max Gold Real Estate, Waterfront District
4. James Morgan, Sailor Jacks, Waterfront District
5. James Long, Pups and Purrs, Waterfront District
6. Carl Lucca, Lucca Restaurant, Waterfront District
7. Jeanne Steinman, Benicia Magazine, Waterfront District
8. Tom Gavin, Gavin and Schreiner, Capitol District, 2nd Floor
9. Suzanne JonCoaltz, Heritage Pantry and Spice, Waterfront District
Mario Giuliani, Economic Development Manager, City of Benicia
Special Board Meeting Agenda:
1. Call to Order:
2. Public Comment: Members of the Public are invited to comment on any item related to the affairs of the Downtown Benicia Alliance. Each member has up to three minutes to address the Board. The Board is not allowed to discuss matters brought up during public comment.
3. Approval of Agenda: The Chair will seek approval of the Agenda. Only items already on the agenda may be discussed. Approval of the Agenda allows for adjustment of the order in which items are discussed.
4. Approval of Minutes: The Chair will seek approval of the January 10, 2017 minutes. The minutes should be approved if they meet the adequately and accurately the decisions and action made at the previous meeting. If a Board Member was absent for a meeting, they should abstain from voting, unless their vote is necessary to make a quorum, at which point they may vote on the item.
5. Graham Wadsworth, Public Works Director: Graham will update the DBA on the work in progress on First Street. Discussion,, possible Board Action and Vote.
6. Benicia Film Festival: Designate a Committee to gather advertising and work with Gordon Gray on the brochure. The event is Labor Day Weekend. Possible Board Action and Vote.
7. Directory of DBA on Website: Last year it was noted that new Board would review again a listing of services for each business. A great tool for Business to Business. Possible Board Action and Vote.
8. Treasurer’s Report: Lynell R. Green, our Accountant, Lynell will report on invoices due, and updates. Possible Board Action and Vote.
9. Update with Parking, Green Zone: To date: In working with the Benicia Police Department, we now have enforcement. Leah will report on the green zone enforcement. Discussion and Possible Board Action and Vote.
10. Agreement with the City of Benicia for the Renewal of the BID: Attached is the Reimbursement Agreement with the City of Benicia. Board Action and Vote.
11. BID Renewal Process Review: Leah will review the steps needed for a successful process. Possible Board Action and Vote.
Board Meeting Minutes
January 10, 2017
Rellik Tavern, 726 First Street
Present: Leah Shelhorn, (President), Eileen Stern (Secretary), Tom Gavin, Carl Lucca, Tom Hamilton (Vice Chair/Treasurer), James Morgan
Others present: Lynell Green, Dennis Cullen, Gaul Culley, Jack Haines,
Absent: James Long, Susan Joncoaltz, Jeannie Steinman
Call to Order: Meeting was called to order by Leah Shelhorn at 9:04 AM.
Public Comment: Gaul is the new ad salesperson for the Benicia Herald. Her goal is building the community through the newspaper and wants to connect with local businesses. Restaurant month and Valentine’s day ads are coming up in the Herald.
Approval of Agenda: Moved by Carl Lucca, seconded by Tom Gavin. Motion passed
Approval of Minutes: Moved Tom Gavin, Seconded Tom Hamilton. Motion passed.
Election of Officers: Leah Shelhorn, Tom Hamilton, and Eileen Stern were re-elected by acclamation.
Approval of Annual Report to the City of Benicia: Tom Hamilton moved. Seconded by Tom Gavin. Motion passed
Treasurer’s Report: Report was given by Lynell R. Green, our accountant, of ATS Tax and Financial Solutions. Report will be emailed by end of day. This will be in packet to city.
Update with Parking, Green Zone We will get enforcement of green zone by the City per City Manager. City is planning to resurface and restripe entire First Street. They want to do it before Farmers market starts. Carl Lucca will talk with City Manager regarding speeding and stop signs.
Meeting adjourned at 9:57 AM
This Agreement and Release (“Agreement”) is made and entered into by and between the City of Benicia (“City”) and the Downtown Benicia Alliance (“DBA”). Hereinafter, the City and the DBA from time to time collectively shall be referred to as the “Parties.”
This Agreement is based upon the following facts and representations, all of which for the purpose of this Agreement and release are agreed by the Parties to be true.
A. On November 20, 2012, the City adopted Resolution No. 2012-144, hereinafter the “Resolution,”
creating the Benicia Business Improvement District, hereinafter “BBID,” in accordance with the provisions of the Property and Business Improvement District Law of 1994, Streets and Highways Code section 36600 et seq., hereinafter the “1994 Law.”
B. DBA was designated in the Resolution and BBID Management District Plan as the Owners’ Association in accordance with Streets and Highways Code section 36614.5.
C. Streets and Highways Code section 36651 authorizes the City to contract with the Owners’ Association for provision of BBID services.
D. City is willing to provide services to DBA on the terms and conditions set forth in this Agreement as described in Exhibit A
NOW THEREFORE, in consideration of the terms and conditions herein, the Parties hereby agree as follows:
1. City shall provide DBA the services noted in Exhibit A in accordance with the agreement City has with Civitas Advisors. If the City agreement with Civitas Advisors is terminated prior to all the services being provided, City and DBA shall use reasonable efforts to find a way to provide the remaining services.
2. DBA shall pay to the City a total of $15,000 on or before April 15, 2017. Payment shall be made to the City of Benicia, 250 East L Street, Benicia.
3. The Parties agree to pay their own attorneys’ fees and litigation costs, and the Parties waive any claim for such fees and costs against each other.
4. To the fullest extent permitted by law, DBA shall hold harmless, defend and indemnify the City, its City Council, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, and (2) is caused by
any negligent act, omission or willful misconduct of DBA, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The City may participate in the defense of any such claim without relieving DBA of any obligation hereunder.
To the fullest extent permitted by law, the City shall hold harmless, defend and indemnify DBA, its Board of Directors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property, including the loss there from, or to any violation of federal, state or municipal law or regulation, and (2) is caused by any negligent act, omission or willful misconduct of City, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by any party indemnified hereunder. The DBA may participate in the defense of any such claim without relieving City of any obligation hereunder.
5. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns and personal representatives.
6. This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between City and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. This Agreement may not be modified except by a written document signed by both parties.