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HomeMy WebLinkAboutAgr 2018-05-01 (Farmers Market) PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF TIBURON AND AGRICULTURAL COMMUNITY EVENTS FARMERS MARKETS TO PROVIDE OPERATION AND MANAGEMENT SERVICES FOR THE FARMERS' MARKET This Agreement is made and entered into as of the 1st day of May, 2018, by and between the Town of Tiburon (hereinafter "TOWN"), and Agricultural Community Events Farmers Markets (hereinafter"CONTRACTOR"). RECITALS WHEREAS, the TOWN has determined that it is in its best interest to obtain management services for the organization and operation of the downtown farmers' Market (hereinafter"MARKET"); and WHEREAS, the CONTRACTOR has experience in providing such management services and holds special technical skills to ensure a successful MARKET; and WHEREAS, the TOWN desires to employ the CONTRACTOR to provide such services and CONTRACTOR is willing and able to provide said services; AGREEMENT NOW, THEREFORE,the parties hereby agree as follows: 1. PROJECT COORDINATION. A. TOWN. The Town Manager shall be the representative of the TOWN for all purposes under this Agreement. B. CONTRACTOR. Kelly Smith is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: organization and operation of the MARKET for a total of 16 Markets, from June 7, 2018 through September 20, 2018. Duties include but are not limited to the following: • Hiring, training all personnel, entertainment, and labor • Coordinating street closures and weekly event cleanup with the TOWN'S Public Works • Recruiting and scheduling vendors and entertainment • Tracking financial data including revenue and expenditures for the event and providing that information to the TOWN at the end of the season or as per requested by the TOWN • Meeting State and County certification requirements and reporting • Paying all expenses related to MARKET • Advertising/Marketing the MARKET, including, but not limited to: OAK#4853-2123-3457 v I a. Postcards and posters b. Social media advertising, including a Tiburon Community Farmers' Market Facebook page, and advertisements on Nextdoor c. Contacting local media, tourism organizations, and chambers of commerce with requests for promotion d. Placing advertisements in the TOWN newspaper, The Ark. 3. COMPENSATION OF THE CONTRACTOR. Compensation to CONTRACTOR shall be paid by the TOWN as follows: a. $5,000 due and payable on May 1, 2018 b. $1,250 due and payable on July 1; 2018 C. $1,250 due and payable on August 1, 2018 d. $1,250 due and payable on September 1, 2018 C. $1,250 due and payable on October 1, 2018 4. TERM OF AGREEMENT. The term of this Agreement shall be for five months commencing on May 1, 2018 and ending on September 30, 2018. Upon mutual agreement of the parties, and subject to the approval of TOWN,the term of this Agreement may be extended. 5. TERMINATION. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. Upon receipt of notice of termination, neither party shall incur additional obligations, under any provision of this Agreement without the prior written consent of the other (and, for the avoidance of doubt, no further amounts shall become due and payable pursuant to Section 3 upon termination of this Agreement). Upon termination, any and all TOWN documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to TOWN as soon as possible, but not later than thirty (30) days after termination. G. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to TOWN, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully OAK#4853-2123-34x7 vl 2 cooperate with TOWN or its agent in any such audit or inspection. 7. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 8. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to TOWN, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non-owned. and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 8.A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by TOWN and shall not call upon TOWN's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the TOWN, its officers, agents, employees, and volunteers as additionally named insureds under the policies. 4. CONTRACTOR shall provide to the TOWN, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming TOWN, its officers, agents, employees, and volunteers, as additional named insureds under the policies. 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty(30) days written notice to the TOWN. OAK#4853-2123-3457 V 1 3 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by the TOWN and the Town Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and TOWN against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the TOWN and the Town Attorney. At TOWN's option, the deductibles or self-insured retentions with respect to TOWN shall be reduced or eliminated to TOWN's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 9. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless TOWN, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting from the acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 10. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 11. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless TOWN, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. OAK#4853-2123-3457 v 4 12. NO THIRD PARTY BENEFICIARIES. TOWN and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 13. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO TOWN: Greg Chanis Town of Tiburon 1505 Tiburon Blvd. Tiburon, CA 94920 TO CONTRACTOR: Kelly Smith Agricultural Community Events Farmers Markets PO Box 113 Kenwood CA 94452 14. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the TOWN. CONTRACTOR and TOWN expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of TOWN. 15. ENTIRE AGREEMENT — AMENDMENTS. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the TOWN. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. If any conflicts arise between the terms and conditions of this Agreement, and the OAK#4853-2123-3457 v) 5 terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 16. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that TOWN may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes TOWN under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other-amounts. 17. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing Linder this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any terra, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 18. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 19. TOWN BUSINESS LICENSE/OTHER TAXES. [CONTRACTOR shall obtain and maintain during the duration of this Agreement, a Town of Tiburon business license as required by the Tiburon Municipal Code.] CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number isoi-09613p and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 20. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. OAK 44853-2123-3457 v1 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. TOWN F IBURON KELLY SMITH Tow a lager APP OVED AS `],O FORM: Town Attorne) OAK#4853-2123-3457 v] 7