HomeMy WebLinkAboutAgr 2017-03-22 (Downtown Farmer's Market) PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF TIBURON.ANI;!AGRICULTURAL COMMUNITY
EVENTS FARMERS MARKE TS
TO PROVIDE OPERATION AND MANAGEMENT SERVICES FORTHE
2017 TIBURON I;AR1b ERS' MARKET
This Agreement is made and entered into as of the 22nd day of_March_, 2017, by
and between the Town of'fiburon (hereinafter "TOWN"), and Agricultural C:omtnunity 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 dotiNntown Fariners' Market
(hereinafter"MARKET");and
WHEREAS, ,the CONTRACTOR has experience in providing such inanagetnent
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:
I. PROTECT COORDINATION.
A. TOWN. The Town Manager shall be the representative of the TOWN for all
purposes under this Agreement.
E. CONTRACTOR. Kelly Smith is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perfoim the duties and/or provide services as follows:
organization and operation of the MARKET for a total of 22 weekly Markets, from May 4,2017
through September 28,2017. Deities include but are not limited to the following:
Hiring*,training all personnel, ente-tainniett and labor
Coordinating street closures and weekly event cleanup with the TOWN'S Public Forks
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
ivleetingState and County certification requirements and reporting
* Paying all expenses related to MARKET
Advertising/Marketing the MARKET, including, but not limited to:
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a. Postcards and posters
b. Social media advertising, including a Tiburon Community 1~ariners' 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 Maid by the TOWN as follows:
a. $5,200 due and payable on March 23_. 2017
b. $2,000 due and payable on July 1, 2017
C. $1,750 due and payable on August 1. 2017
d. $1.750 due and payable on September 1,2017
e. $1,500 due and payable on October- 1.2017
4. TERM OF AGREEMENT.
The terry, of this Agreement shall commence on March 22, 2017 _, and end on
_September 30 2017 Ljpon 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 prier 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 docu nents 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.
& INSPECT ION 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 fbily
cooperate with TOWN or its agent in any such audit or inspection,
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7. ASSIGNABILITY.
,Yhe 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 tale 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. Daring 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. .stn automobile liability (owned, non-ovk�ned, and Hired vehicles) insurance
policy in the minimum amount drone million($1,000,000)dollars per occurrence;
3. If any.licensed professional perforins any of the services required to be
performed under this 'Agreement, a professional liability insurance policy in the minimum
amount of one trillion ($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 &A., shall
also meet the following requirements:
I. 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 ally
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
l:nsurance 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.
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h. 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;
S. 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 Mate Labor Code and other applicable lases
and regulations, and as necessary to protect both CONTRACTOR andTOWN 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. INDFMN IF ICATION.
CONTRACTOR shall indemnify, release, defend and hold harmless TOWN, its
officers, agent; employees, and volunteers, against any claim, demand, suit, judgment, loss,
liability or expense of any kind, including attorney's tees and administrative costs, arising out of
or resulting from the acts or omissions, intentional or negligent, of CONTRACTOR or
CONT CTOR's officers, agents and employees in the performance of their duties and
obligations under this Agreement.
10. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any wav, 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.
I1. C:OMPUANCE WI`hH 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, finers and all other consequences from any noncompliance or
violation.of any laws, ordinances,codes or regulations.
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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 regUired or permitted to he 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 Manager
Town of`leiburon
1505 TiburonBlvd.
Tiburon.CA 94920
415-435-7383
TO CONTRACTOR;
Kelly Snaith
Agricultural Community Events Farmers Markets
PO Box. 113
Kenwood,CA 95452
415-999-5635
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 AGREFIVIENT--AMEN ME.NTS.
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
TON. 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
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Agreement. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by
reference,the terms and conditions of this Agreement shalt control_.
lfi. 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 tenn., 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, lav or regulation, or of any subsequentbreach or
violation of the sante 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 under this Agreement, shall not be deemed to be a waiver of any preceding
breach or violation by the other party of any term, condition, covenant of this Agreement or any
applicable lacy,ordinance or regulation.
18. COSTS AND ATTORN E V S FEES.
The prevailing party in any action brought to enforce the terns andconditions 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. TONVN BUSENESS LICENSE/OTHER TAKES.
jCONTRACTOR 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 is , and CONTRACTOR certifies
under penalty of perjury that said taxpayer identification number is correct,
20, APPLICABLE LAW,
T.he laws of the State of California shall govern this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement,as of the day,
month and year first above written.
r �
Z
hanis,Town Managerontractor
Town Attorney
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