Loading...
HomeMy WebLinkAboutC-1605 .._ 1 r• • • APR 1 Y99 66'4, O / j _iU CITY Q: :iRL,,■01,5 CITY CLFPK Y r, 41!L i /J i9 AGREEMENT FOR SERVICES L THIS AGREEMENT FOR SERVICES (hereinafter referred to as "Agreement") is made and entered into this 2"d day of Mar:_ch, 1999 by and between the Arcadia Redevelopment Agency (hereinafter referred to as "Agency", and the Arcadia Business Association (hereinafter referred to as "Association"). RECITALS WHEREAS, to help promote business activities and improve the economic viability of the Central Downtown Redevelopment Project Area and the businesses immediately south of the Project Area on South First, Alta, Bonita and California Streets, the City of Arcadia and the Agency propose to work cooperatively with the Arcadia Business Association to undertake services for the11999. FarmkE f-Martkeas fully described in Exhibit "A" (attached). WHEREAS, the Agency recognizes that the Arcadia Business Association is a non- profit, voluntary organization of merchants and property owners in the downtown who are committed to the improvement of the downtown; and WHEREAS, Association represents that it has or can obtain the financial resources and administrative competence to carry out the services required by this contract; and WHEREAS, the Agency requires that the Association comply with all applicable ordinances, regulations, policies and procedures affecting the health, safety and welfare of the community. NOW THEREFORE, the parties agree as follows: 1 . REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICE The representatives of the parties who are primarily responsible for the administration of this Agreement and to whom formal notices, demands and communications shall be given, are as follows: All notices and written communications to Agency under the Agreement shall be sent to the following address, unless authorized in writing to be sent elsewhere by Agency: ARCADIA REDEVELOPMENT AGENCY Attn: William Kelly, Executive Director 240 W. Huntington Drive Arcadia, CA 91007 All communications sent to Association shall be sent to: Arcadia Business Association Von Raees, President c/o Arcadia Weekly P.O. Box 660674 Arcadia CA 91006 Any such notices and written communications by mail shall be conclusively deemed to have been received by the addressee five (5) days after the deposit thereof in the U.S. Mail, first class postage and properly addressed as noted above, or upon actual receipt thereof if delivered by personal service. The Association shall provide written notice of any change in the President and in the annual election of the Board of Directors within fourteen (14) calendar days of such event. 2. DESCRIPTION OF WORK Agency hereby engages Association, and Association accepts such engagement, to perform the services necessary to plan, organize, administer, pay.for and manage a farmers market on South First Avenue on Saturday mornings from approximately 7:00 a.m. till 2:00 p.m., January 1 through September 2, 1999 as further set forth in the attached Exhibit "A" incorporated as part of this Agreement. Agency's principal representative, or designee, shall have the right to review and monitor the work during the course of its performance at such times as may be specified by the representative. 3. COMMENCEMENT AND COMPLETION OF WORK A. The execution of this Agreement by the parties constitutes an authorization to proceed, unless otherwise provided by the terms of this Agreement. Association acknowledges that the farmers market will be located on public streets and right-of-way, that the farmers market may require other City support services (e.g., Police, Fire, Maintenance Services, Attorney, etc.). If the Association wishes to sponsor other events outside the approved Farmers Market location and hours, the Association shall apply for a Street Closure permit or Special Event permit in a timely manner and shall cooperate at all times with City of Arcadia representatives. • B. The work described in Exhibit "A" shall be completed in accordance with the schedule set forth in said Exhibit or as otherwise agreed upon in writing by amendments to this Agreement. • C. The ABA shall comply with the Farmers Market Street Closure Regulations as approved by the City Council. 4. DATA PROVIDED TO ASSOCIATION BY AGENCY Agency shall provide Association with information about the public right-of- way in and near South First Avenue between Alta and California Streets, and publicly available information on landowners, business tenants and residents in this area. 5. OWNERSHIP OF DOCUMENTS All files, records, studies, and other documents prepared pursuant to this Agreement shall be the entity preparing the document, i.e., Association or Agency, as appropriate. All Association documents prepared pursuant to this Agreement shall be made available to Agency for inspection without restriction or limitation on their use. Association shall deliver such materials to Agency upon request. Association shall have the right to make duplicate copies of such materials and documents for his/her files at Association's cost. 6. RELEASE OF INFORMATION Information and disclosure shall be subject to the California Public Records Act. (Government Code Section 6250 et. seq.) 7. COMPENSATION AND PAYMENT A. Association agrees to provide the services set forth in the attached Exhibit "A" hereto. The Agency shall reimburse the Association for its reasonable and necessary costs made pursuant to this Agreement on a 1/4 and 3/4 basis, that is, the Association shall first pay all costs and the Agency shall reimburse 3/4 of those costs, as defined by this Agreement, not to exceed $11,000. • B. On or before the tenth (10th) day of each calendar month following the commencement of the work, Association shall cause to be made and submitted to Agency a written value of the time for all work completed and materials incorporated into the project up to the first day of that month. The Association shall provide Agency along with the invoice, copies or verification of all work performed for which Agency is being invoiced. In reviewing and approving such invoice, Agency may consider, in addition to other facts and circumstances, the relationship of the work completed to the work remaining to be done. The Agency may in its discretion request additional information on any invoice within thirty (30) days after receipt of Association's invoice. The Agency shall pay to Association three quarters of the amount of the invoice after deducting therefrom all prior payments and any disputed amount. In the event of a disputed amount, the Agency shall forward a letter to Association explaining the reasons for the deduction. The Agency shall not be responsible to pay any costs above $11,000. The City of Arcadia shall not be responsible for any costs under this Agreement. 8. MANAGEMENT The Agency Executive Director or his designee shall represent Agency in all matters pertaining to the administration of this Agreement, including without limitation, attendance at all necessary meetings and conferences, and review and approval of all street layouts, schedules and advertising submitted or planned by the Association. Authority to enlarge the scope of services or change the compensation due to Association is subject to the written approval of the Agency. 9. INDEPENDENT CONTRACTOR Association is and shall at all times be deemed to be an independent contractor and shall be solely responsible for the manner in which it performs the services required by the terms of this Agreement. Nothing herein contained shall be construed as creating a relationship of employer and employee, or principal and agent, between the Agency and Association or any of the Association's employees, agents, members, volunteers, farmers, crafters, vendors or any subconsultants. Association assumes sole responsibility for the acts of its employees, agents, members, volunteers, farmers, crafters, vendors or any subconsultants as related to the services to be provided during the course and scope of their employment. Neith.er the Association, it's members, employees or agents along with all participants in the Farmers Market program are agents or employees of the City of Arcadia or the Agency. The Association shall provide a statement (Exhibit "B") executed by all farmers, crafters and vendors (participants) acknowledging that their relationship is with the Association, not the City of Arcadia or Agency, and agree to hold harmless and indemnify the City of Arcadia and Agency. • 10. ASSOCIATION'S PERSONNEL A. All services required under this Agreement shall be performed by Association, or under Association's supervision, and all personnel shall possess the qualifications, permits and licenses required by Federal, State or local law to perform such services. B. Association shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement , and compliance with all reasonable performance standards established by Agency and City of Arcadia. 11 . ASSIGNMENT Association shall not assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the Agency. Any proposed assignment will provide a description of the services to be covered, identification and qualifications of the assignee, and an explanation of why and how the selection was made. 12. INDEMNITY AND INSURANCE A. HOLD HARMLESS AND INDEMNITY Association agrees to indemnify and hold harmless Agency, the City of Arcadia, their officers, and employees from any claims, suits and liabilities for damage to person or property arising out of Association's errors, omissions or negligent acts. B. INSURANCE Neither City of Arcadia or Agency shall be responsible or liable in any way with regard to all participants in the program, Association shall carry commercial liability insurance with combined single limits of at least $1 million naming the City of Arcadia and the Arcadia Redevelopment Agency as additional insured. Proof of such insurance in a form and content approved by the Agency General Counsel is a condition precedent to execution of this Agreement by Agency. Insurance shall be maintained with insurers listed "A, VII" or better in the Best's Insurance Guide and be authorized to do business in the State of California. 13. RESOLUTION OF DISPUTES (ATTORNEY FEES) A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties. B. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. 14. MODIFICATION OF AGREEMENT The terms are subject to modification by mutual agreement between Agency and Association. Such changes shall be incorporated by authorized written amendments to this Agreement. The parties agree that the requirements for prior written changes, amendments, or modifications to this Agreement may not be waived and any attempted waiver shall be void. 15. TERMINATION A. Agency or Association may terminate this Agreement without cause upon sixty (60) days written notice to the Agency or Association, as appropriate, to the address specified in this Agreement. Should Agency or Association terminate this Agreement, Association agrees to discontinue performance, i.e., cease operations of the Farmers Market and deliver to Agency a written report on the work which he has completed, along with a final invoice, if any. B. Agency may terminate this Agreement with cause effective immediately upon written notice of such termination to Association, based upon the occurrence of any of the following events: (1) Material breach of this Agreement by Association; (2) Cessation of Association to be a non-profit association registered as such in the State of California; (3) Failure of Association to substantially comply with any applicable federal, state or local law or regulation; (4) Filing by or against Association of any petition under any law for the relief of debtors; and (5) Filing of a criminal complaint against Association, its Board of Directors, collectively or as individuals for any crime of relevance to the operation of the Farmers Market other than minor traffic offenses. • (6) Declaration by the City of Arcadia Chief of Police, Fire Chief, or Maintenance Services Director that the health, safety and welfare require closure of the market. 16. ENTIRE AGREEMENT AND AMENDMENTS A. This Agreement supersedes all prior proposals, agreements and understandings between the parties and may not be modified or terminated orally. B. No attempted waiver of any of the provisions hereof, not any modification in the nature, extent or duration of the work to be performed by Association hereunder, shall be binding unless in writing and signed by the party against whom the same is sought to be enforced. 17. GOVERNING LAW This Agreement shall be governed by the laws of the State of California. 18. EFFECTIVE DATE, This Agreement shall become effective as of the date set forth below in which the last of the parties, whether Agency or Association, executes said Agreement. 19. KEY PERSON/COORDINATION It is acknowledged and agreed that the Association's key person and contact for the performance of this Agreement is Von Raees, President of the Arcadia Business Association or the Association's Farmers Market Coordinator/Manager (Clete Driver). Either party shall be available for contact by the Agency and shall attend all meetings as requested by Agency, unless excused. No other person shall be substituted for them in this capacity (except a new, duly elected President). They shall communicate directly with the Agency Executive Director or designee in all matters concerning the Farmers Market. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by respective officers thereunto duly authorized. ARCADIA REDEVELOPMENT AGENCY "AGENCY" Dated: 4.144#1 By ,Oth William R. Kelly, Executive Director ARCADIA :USINESS AS- c CIATION "ASSOC •TI e N" Dated: 3 2 3 Aq By s� Vo 'Raees, President APPROVED AS TO FORM: B Y Agency eneral ounsel Exhibit"A" Scope of Services To be provided by Arcadia Business Association for the 1999 Farmers Market Services provided by the ABA Basic: Provide overall planning, coordination, administration, payment for, and management of the Saturday morning Farmers Market on South First Avenue (from south of East Alta Street to north of California Street) between the approximate hours of 7:00 a.m. till 2:00 p.m. on each Saturday morning for the period of January 1, 1999 through September 2, 1999, with the objective of making the Farmers Market self-funding by 2000. Specific: 1. Locate, evaluate and contract for services of a competent, mature Coordinator/ Manager to plan, subcontract, organize, administer, operate, manage and ensure payment for the proposed Farmers Market, or alternatively provide these services with competent volunteer personnel. 2. Locate and, if appropriate, contract for experienced, professional advice and consultation services in the planning and operation of a Farmers Market, e.g., Southland Farmers Market Association, operators of similar programs in other cities. 3. Locate and organize at least twenty (20) farmers selling quality produce to sell every Saturday morning at the Farmers Market from January through September 2,1999. Association may include other amenities and attractions (participants) which are not illegal or inconsistent with-the regulations of the State of California (Certified Farmers Market) or the City or Agency, e.g., crafters, entertainment, exhibits. Such additions shall be reputable, consistent with community standards of decency, quality, interest, professionalism, and shall help to carry out the objective of the Farmers Market program. Ensure that all participants, e.g., farmers, vendors, crafters, merchants, non-associations and entertainers sign the Participant Acknowledgement Form (Exhibit C to the Agreement). 4. Plan the layout for the Farmers Market tables/tents, including location of portable restrooms, refuse containers/bins, entertainment areas, barricades and signs for traffic/parking control and advertising. 5. Plan, coordinate and pay for necessary equipment and logistical services, such as portable toilets, water, sanitation/clean up, banners, signage, barricades, audio/sound, furniture, tents or coverings, lighting, refuse bins/dumpsters, etc. 6. Plan and coordinate an effective downtown merchant participation program, which involves downtown merchants and property owners in a coordinated sales program. To the extent permitted by law, and to the extent reasonable, feasible and fair, the Association shall utilize Arcadia businesses, particularly downtown Arcadia businesses, in the provision of goods and services to the operation of the Farmers Market. 7. Plan, coordinate and pay for an effective marketing campaign to advertise the market and downtown shopping opportunities. 8. Provide liability insurance in a form and amount satisfactory to Agency Counsel ($1 Million). 9. Provide written report to Agency at end of Farmers Market (Sept., 1999), of estimated weekly attendance, number of participating farmers, weather, other amenities, problems/issues, detailed statement of total costs by category with recommendations for a 2000 Farmers Market, including possible relocation and/or change of time and day of week. The Association shall provide at least 1/4 of the cost of these services, but may provide additional funding at its discretion. The Agency however shall provide as reimbursement to the Association up to $11,000 of the cost of these services or 3/4 of the costs (not to exceed $11,000). The City of Arcadia shall not be responsible for any costs under this agreement. Task Schedule By Due Date 1. Conduct marketing/advertising plan Monthly 2. Manage Farmers Market, pay all bills; invoice Agency Monthly monthly for Agency share with supporting documentation; assess success/problems 3. Manage weekly Farmers Market, advertise as appropriate; On-going/ resolve problems; pay bills, invoice Agency monthly weekly 4. End of year review- conduct meeting of merchants, farmers, Sept. 15, 1999 vendors, to review success of market; consider possible changes of location, time, day of week 5. Submit detailed written report to Agency, with Sept 30, 1999 invoice, summarizing the year, and showing expenditures and revenue for the Farmers Market through September 2, 1999 • CITY OF ARCADIA FARMERS MARKET STREET CLOSURE REGULATIONS Orig. 2/98 Rev. 7/21/98 Rev. 3/2/99 1) South First Avenue shall be closed by the use of barricades as shown on the site map, Attachment 1 to the Street Closure Regulations. a) Barricades on South First Avenue shall be located immediately south of the crosswalk at Alta Street immediately north and south of the crosswalk at Bonita Street, and immediately north of the crosswalk at California Street. b) Barricades in the alleys between Alta/Bonita and Bonita/Califomia both east and west of First Avenue shall be placed near the rear of the buildings fronting on south First, such that cars can gain access to the rear parking lot of these stores. c) In the event Bonita Street is closed in the future, barricades shall be placed on Bonita immediately east or west of the driveway at the rear of the stores fronting on South First Avenue, such that cars can turn into the driveway in order to gain access to the rear parking lot of these stores. d) In the event Bonita Street is closed in the future, a sign shall be placed in the center of Bonita near South Santa Anita and near South Second warning drivers that First Avenue is closed'to thru-traffic. 2) Closure shall not occur before the hour of 7:00 a.m., nor after the hour of 2:00 p.m., on Saturday mornings from January 1, 1999 to September 2, 1999. 3) The Arcadia Business Association shall place barricades weekly in position as shown on Exhibit 1, subject to Police Department approval, and shall remove and store them in a safe, unobtrusive location out of the public right-of-way during the week while not in use. The ABA shall maintain the barricades in good condition and shall replace any barricades damaged beyond repair or missing. 4) The ABA shall ensure that farmers display tables, tents, trucks or merchandise do not block: a) access for an emergency vehicle on First.Avenue; b) pedestrian traffic on the adjacent sidewalks on South First Avenue; c) access to alleys; d) to the maximum extent. possible, farmer/vendor trucks and service vehicles shall not be parked on S. First Avenue blocking adjacent store fronts within the Market area or adjacent to the Market area. 5) Any refuse collection bins or boxes shall be stored at curbside in a parking space on Alta, Bonita or California Streets, pending pick-up by the servicing company no later than the following Monday. The area around the bins and around city refuse barrels shall be free of debris and litter. At the conclusion of the Farmers Market (before 2:00 p.m.), South First Avenue, Alta, Bonita and California Streets shall be cleaned up with all debris, food product and litter deposited in refuse bins provided by the ABA. Neither the ABA nor farmers shall use the garbage bins of the private businesses in the area, nor overly utilize the City barrels on the sidewalk. 6) Any portable restrooms and the area surrounding them shall be kept clean pending pick- up by the servicing company no later than the following Monday. 7) Use of any sound system requires written pre-approval from the Development Services Director. - 8) Any directional or promotional signage shall be made of sturdy, weather-resistant material designed and composed attractively, and placed in a safe location(s) in accordance with City ordinances and Police requirements. The Development Services Director shall approve the design, text and location of all ABA signs. 9) Any damage to existing City facilities or landscaping caused by the operations of the Farmers Market or their patrons shall be replaced in kind, or reimbursed, by the ABA to the satisfaction of the Maintenance Services Director. Use of City water or power shall be pre-approved in writing, and the ABA shall pay the City for such usage. 10) The Police Chief, Fire Chief or Maintenance Services Director may close part or all of the Farmers Market in the event of an emergency. The ABA shall cooperate at all times with City representatives in the operations of the Farmers Market. 11) The ABA shall at all times have an experienced, knowledgeable representative in charge on Saturday mornings from 7:00 a.m. to 2:00 p.m. during the Farmers Market. 12) The ABA shall ensure that the Market is a State Certified Farmers Market, that the farmers comply with all State, County and City Health and Nuisance Abatement laws, and that any crafters, non-profit associations, entertainers are reputable, of high quality and display produce, products, or materials of professional quality consistent with the goals of the City and Redevelopment Agency. The ABA shall ensure that the Farmers Market does not become a"swap meet" or"flea market". 13) The ABA shall indemnify and hold harmless the City of Arcadia and the Arcadia Redevelopment Agency from and against all claims, suits and liabilities for damage to person or property arising out of the ABA's errors, omissions or negligent acts. All participants, e.g., farmers, vendors, non-profit associations, entertainers, crafters, shall sign the Participant Acknowledgement Form (Exhibit C to the Agreement) and the signed original shall be provided to the City prior to set-up on Saturday morning. 14) The ABA shall carry Commercial Liability Insurance with combined single limits of at least $1 million dollars naming the City of Arcadia and the Arcadia Redevelopment Agency as additional insured, subject to approval by the City Attorney. 15) These regulations implement and detail the duties and responsibilities of the Arcadia Business Association as set forth in the contract agreement by and between the Arcadia Business Association and the Arcadia Redevelopment Agency dated March 2, 1999. This may be supplemented as need arises by certain field conditions. Minor revisions may also be made by the City Manager/Executive Director since/as conditions may change. Exhibit"B" Arcadia Farmers Market Participant Acknowledgment I/we, , doing business as hereby acknowledge the following: 1. The Arcadia Farmers Market program is planned, operated, administered, and managed by the Arcadia Business Association ("Association"), a non-profit association of business owners and merchants in the downtown. 2. I/we are not contractors, subcontractors, employees or agents of the City of Arcadia or the Arcadia Redevelopment Agency. 3. I/we agree that the City of Arcadia and/or the Arcadia Redevelopment Agency is/are not liable for any damages, including but not limited to loss, injuries or damage to persons or property, including employees, machinery, equipment, supplies, merchandise, produce. I/we further agree to hold harmless and indemnify the City of Arcadia and/or the Arcadia Redevelopment Agency from and against any claims for such damages. • Signed: Date: FARMER'S MARKET AREA �1. Parking District No.1 > d Parking District No.2 '\d d HUNTINGTON DRIVE W HUNTINGTON DRIVE 3 , I d d Z I eN I 1 1 1 1 , Nr , W I I I 11, I , I I 1 1 , D ; H 1 Parking I Z r i ; Lot 1 I I I NO SCALE W • I _ I I ' W > ALTA STREET d I- ALTA STREET D X 1 , Z Bonita Park 1 , Los Angel's ; - J County Park I (PARKING) i I E 1 > I Q PARKING i I Z . I 1 1---1� Q s BONITA STREET x '�BONITA STREET S �J rQ J CO H v/ N 4 ' a ' I ' II.- H Ii d I I T • ` CALIFORNIA STREET XXXX Barricade Locations +intn I First Avenue school HHHH Possible Barricade Locations S Possible "No Exit" Sign Locations d Directional Signs MAR 2 61999 3/'579a i , OF ARCADIA 06 y� - • -v el MC ;v — � �rir. fry ,t AGREEMENT FOR SERVICES THIS AGREEMENT FOR SERVICES (hereinafter referred to as "Agreement")is made and entered into this 27th day of January, 1998, by and between the Arcadia Redevelopment Agency (hereinafter referred to as "Agency), and the Arcadia Business Association (hereinafter referred to as "Association"). RECITALS WHEREAS, to help promote business activities and improve the economic viability of the Central Downtown Redevelopment Project Area and the businesses immediately south of the Project Area on South First, Alta, Bonita and California Streets, the City of Arcadia and the Agency propose to work cooperatively with the Arcadia Business Association to undertake services for tli a 1998 Farmers L Marketras fully described in Exhibit "A" (attached); and WHEREAS, the Agency recognizes that the Arcadia Business Association is a non-profit, voluntary organization of merchants and property owners in the downtown who are committed to the improvement of the downtown; and WHEREAS, Association represents that it has or can obtain the financial resources and administrative competence to carry out the services required by this contract; and WHEREAS, the Agency requires that the Association comply with all applicable ordinances, regulations, policies and procedures affecting the health, safety and welfare of the community. NOW THEREFORE, the parties agree as follows: 1 . REPRESENTATIVES OF THE PARTIES AND SERVICE OF NOTICE The representatives of the parties who are primarily responsible for the administration of this Agreement and to whom formal notices, demands and communications shall be given, are as follows: All notices and written communications to Agency under the Agreement shall be sent to the following address, unless authorized in writing to be sent elsewhere by Agency: ARCADIA REDEVELOPMENT AGENCY Attn: William Kelly, Executive Director 240 W. Huntington Drive Arcadia, CA 91007 O R I G I N A L T All communications sent to Association shall be sent to: Arcadia Business Association Garland Roberson, President c/o Sullivan's Paints 134 East Huntington Drive Arcadia CA 91007 Any such notices and written communications by mail shall be conclusively deemed to have been received by the addressee five (5) days after the deposit thereof in the U.S. Mail, first class postage and properly addressed as noted above, or upon actual receipt thereof if delivered by personal service. The Association shall provide written notice of any change in the President and in the annual election of the Board of Directors within fourteen (14) calendar days of such event. 2. DESCRIPTION OF WORK Agency hereby engages Association, and Association accepts such engagement, to perform the services necessary to plan, organize, administer, pay for and manage a farmers market on South First Avenue on Saturday mornings from approximately 7:30 a.m. till noon, April through October, 1998 as further set forth in the attached Exhibit "A" incorporated as part of this Agreement. Agency's principal representative, or designee, shall have the right to review and monitor the work during the course of its performance at such times as may be specified by the representative. 3. COMMENCEMENT AND COMPLETION OF WORK A. The execution of this Agreement by the parties constitutes an authorization to proceed, unless otherwise provided by the terms of this Agreement. Association acknowledges that the farmers market will be located on public streets and right-of-way, that the farmers market may require other City support services (e.g., Police, Fire, Maintenance Services, Attorney, etc.). The Association shall apply for a Street Closure permit in a timely manner per Exhibit "A" and shall cooperate at all times with City of Arcadia representatives. B. The work described in Exhibit "A" shall be completed in accordance with the schedule set forth in said Exhibit or as otherwise agreed upon in writing by amendments to this Agreement. 2 4. DATA PROVIDED TO ASSOCIATION BY AGENCY Agency shall provide Association with information about the public right-of- way in and near South First Avenue between Alta and California Streets, and publicly available information on land owners, business tenants and residents in this area. 5. OWNERSHIP OF DOCUMENTS All files, records, studies, and other documents prepared pursuant to this Agreement shall be the entity preparing the document, i.e., Association or Agency, as appropriate. All Association documents prepared pursuant to this Agreement shall be made available to Agency for inspection without restriction or limitation on their use. Association shall deliver such materials to Agency upon request. Association shall have the right to make duplicate copies of such materials and documents for his/her files at Association's cost. 6. RELEASE OF INFORMATION Information and disclosure shall be subject to the California Public Records Act. (Government Code Section 6250 et. seq.) 7. COMPENSATION AND PAYMENT A. Association agrees to provide the services set forth in the attached Exhibit "A" hereto. The Association and Agency agree that the estimated budget for 1998 is $20,000.00. At least $5,000.00 shall be paid by Association and no more than $15,000.00 paid by Agency. The Agency shall reimburse the Association for its reasonable and necessary costs made pursuant to this Agreement on a 1/4 and 3/4 basis, that is, the Association shall first pay all costs and the Agency shall reimburse 3/4 of those costs, as defined by this Agreement. B. On or before the tenth (10th) day of each calendar month following the commencement of the work, Association shall cause to be made and submitted to Agency a written value of the time for all work completed and materials incorporated into the project up to the first day of that month. If Agency requests, the Association shall provide Agency along with the invoice, copies or verification of all work performed for which Agency is being invoiced. In reviewing and approving such invoice, Agency may consider, in addition to other facts and circumstances, the relationship of the work completed to the work remaining to be done. Within thirty (30) days after approval of Association's invoice, Agency 3 shall pay to Association the amount of the invoice after deducting therefrom all prior payments and any disputed amount. In the event of a disputed amount, the Agency shall forward a letter to Association explaining the reasons for the deduction. The Agency shall not be responsible to pay any costs above $15,000. The City of Arcadia shall not be responsible for any costs under this Agreement. C. EXTRA SERVICES. If after work commences pursuant to this Agreement, it becomes apparent that additional services not originally contemplated as within the scope of this Agreement may be necessary such as that shown on Exhibit "A", or otherwise, the Contractor shall inform Agency in writing of the need for such additional services. Compensation, if any, shall be negotiated at that time. No additional services shall be done or reimbursed without the prior written approval of Agency. 8. MANAGEMENT The Agency Executive Director or his designee shall represent Agency in all matters pertaining to the administration of this Agreement, including without limitation, attendance at all necessary meetings and conferences, and review and approval of all street layouts, schedules and advertising submitted or planned by the Association. Authority to enlarge the scope of services or change the compensation due to Association is subject to the written approval of the Agency. 9. INDEPENDENT CONTRACTOR Association is and shall at all times be deemed to be an independent contractor and shall be solely responsible for the manner in which it performs the services required by the terms of this Agreement. Nothing herein contained shall be construed as creating a relationship of employer and employee, or principal and agent, between the Agency and Association or any of the Association's employees, agents, members, volunteers, farmers, crafters, vendors or any subconsultants. Association assumes sole responsibility for the acts of its employees, agents, members, volunteers, farmers, crafters, vendors or any subconsultants as related to the services to be provided during the course and scope of their employment. Neither the Association, it's members, employees or agents along with all participants in the Farmers Market program are agents or employees of the City of Arcadia or the Agency. The Association shall provide a statement (Exhibit "B") executed by all farmers, crafters and vendors (participants) acknowledging that their relationship is with the Association, not the City of Arcadia or Agency, and agree to hold harmless and indemnify the City of Arcadia and Agency. 4 T 10. ASSOCIATION'S PERSONNEL A. All services required under this Agreement shall be performed by Association, or under Association's supervision, and all personnel shall possess the qualifications, permits and licenses required by Federal, State or local law to perform such services. B. Association shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement , and compliance with all reasonable performance standards established by Agency and City of Arcadia. 11 . ASSIGNMENT Association shall not assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the Agency. Any proposed assignment will provide a description of the services to be covered, identification and qualifications of the assignee, and an explanation of why and how the selection was made. 12. INDEMNITY AND INSURANCE A. HOLD HARMLESS AND INDEMNITY. Association agrees to indemnify and hold harmless Agency, the City of Arcadia their officers, and employees from any claims, suits and liabilities for damage to person or property arising out of Association's errors, omissions or negligent acts. B. INSURANCE. Neither City of Arcadia or Agency shall be responsible or liable in any way with regard to all participants in the program, Association shall carry commercial liability insurance with combined single limits of at least $1 million naming the City of Arcadia and the Arcadia Redevelopment Agency as additional insured. Proof of such insurance in a form and content approved by the Agency General Counsel is a condition precedent to execution of this Agreement by Agency. Insurance shall be maintained with insurers listed "A" or better in the Best's Insurance Guide and be authorized to do business in the State of California. 13. RESOLUTION OF DISPUTES (ATTORNEY FEES) A. Disputes regarding the interpretation or application of any provisions of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties. B. If any action at law or in equity is brought to enforce or interpret any provisions of this Agreement, the prevailing party in such action shall be 5 entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded. 14. MODIFICATION OF AGREEMENT The terms are subject to modification by mutual agreement between Agency and Association. Such changes shall be incorporated by authorized written amendments to this Agreement. The parties agree that the requirements for prior written changes, amendments, or modifications to this Agreement may not be waived and any attempted waiver shall be void. 15. TERMINATION A. Agency or Association may terminate this Agreement without cause upon sixty (60) days written notice to the Agency or Association, as appropriate, to the address specified in this Agreement. Should Agency or Association terminate this Agreement, Association agrees to discontinue performance, i.e., cease operations of the Farmers Market and deliver to Agency a written report on the work which he has completed, along with a final invoice, if any. B. Agency may terminate this Agreement with cause effective immediately upon written notice of such termination to Association, based upon the occurrence of any of the following events: (1) Material breach of this Agreement by Association; (2) Cessation of Association to be a non-profit association registered as such in the State of California; (3) Failure of Association to substantially comply with any applicable federal, state or local law or regulation; (4) Filing by or against Association of any petition under any law for the relief of debtors; and (5) Filing of a criminal complaint against Association, its Board of Directors, collectively or as individuals for any crime of relevance to the operation of the Farmers Market other than minor traffic offenses. (6) Declaration by the City of Arcadia Chief of Police, Fire Chief, or Maintenance Services Director that the health, safety and welfare require closure of the market. 6 16. ENTIRE AGREEMENT AND AMENDMENTS A. This Agreement supersedes all prior proposals, agreements and understandings between the parties and m_ ay not be modified or terminated orally. B. No attempted waiver of any of the provisions hereof, not any modification in the nature, extent or duration of the work to be performed by Association hereunder, shall be binding unless in writing and signed by the party against whom the same is sought to be enforced. 17. GOVERNING LAW This Agreement shall be governed by the laws of the State of California. 18. EFFECTIVE DATE This Agreement shall become effective as of the date set forth below in which the last of the parties, whether Agency or Association, executes said Agreement. 19. KEY PERSON/COORDINATION It is acknowledged and agreed that the Association's key person and contact for the performance of this Agreement is Garland Roberson, President of the Arcadia Business Association or the Association's Farmers Market Coordinator/Manager (Kirk Minare). Either party shall be available for contact by the Agency- and shall attend all meetings as requested by Agency, unless excused. No other person shall be substituted for them in this capacity (except a new, duly elected President). They shall communicate directly with the Agency Executive Director or designee in all matters concerning the Farmers Market. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by respective officers thereunto duly authorized. ARCADIA REDEVELOPMENT AGENCY "AGENCY" Dated: t By William R. Kelly, Executive Director 7 ARCADIA BUSINESS ASSOCIATION "ASSOCIATION" Dated: 01-/P-A0 By ; Garland Roberson, President APPROVED AS TO FORM: � 17 11 B Y Agency Ge l Counsel 8 • Exhibit"A" Scope of Services To be provided by Arcadia Business Association for the 1998 Farmers Market Services provided by the ABA Basic: Provide overall planning, coordination, administration, payment for, and management of the Saturday morning Farmers Market on South First Avenue (from south of East Alta Street to north of California Street) between the approximate hours of 7:30 a.m. till noon on each Saturday morning for the period of April 4, 1998 through October 31, 1998, with the objective of making the Farmers Market self-funding by 1999. Specific: 1.. Locate, evaluate and contract for services of a competent, mature Coordinator/ Manager to plan, subcontract, organize, administer, operate, manage and ensure payment for the proposed Farmers Market, or alternatively provide these services with competent volunteer personnel. 2. Locate and, if appropriate, contract for experienced, professional advice and consultation services in the planning and operation of a Farmers Market, e.g., Southland Farmers Market Association, operators of similar programs in other cities. 3. Locate and organize at least twenty (20) farmers selling quality produce to sell every Saturday morning at the Farmers Market from April to October, 1998. Association may include other amenities and attractions (participants) which are not illegal or inconsistent with the regulations of the State of.California (Certified Farmers Market) or the City or Agency, e.g., crafters, entertainment, exhibits. Such additions shall be reputable, consistent with community standards of decency, quality, interest, professionalism, and shall help to carry out the objective of the Farmers Market program. 4. Establish a payment system that will make the Farmers Market self-funding by 2000. 5. Plan the layout for the Farmers Market tables, including location of portable restrooms, refuse containers/bins, barricades and signs for traffic/parking control and advertising. 6. Plan, coordinate and pay for necessary equipment and logistical services, such as portable toilets, water, sanitation/clean up, banners, signage, barricades, audio/sound, furniture, tents or coverings, lighting, refuse bins/dumpsters, etc. 7. Plan and coordinate an effective downtown merchant participation program, which involves downtown merchants and property owners in a coordinated sales program. 9 To the extent permitted by law, and to the extent reasonable, feasible and fair, the Association shall utilize Arcadia businesses, particularly downtown Arcadia businesses, in the provision of goods and services to the operation of the Farmers Market. 8. Plan, coordinate and pay for an effective marketing campaign to advertise the market and downtown shopping opportunities. 9. Provide liability insurance in a form and amount satisfactory to Agency Counsel ($1 Million). 10. Provide written report to Agency at end of Farmers Market (Nov., 1998), of estimated weekly attendance, number of participating farmers, weather, other amenities, problems/issues, detailed statement of total costs by category with recommendations for a 1999 Farmers Market. The Association shall provide at least 1/4 ($5,000) of the cost of these services, but may provide additional funding at its discretion. The Agency however shall provide as reimbursement to the Association up to $15,000 of the cost of these services or 3/4 of the costs (not to exceed $15,000). The City of Arcadia shall not be responsible for any costs under this agreement. Task Schedule Due Date 1. Locate; contract for Project Coordinator/Manager Jan. 19, 1998 2. Establish Association/Agency Farmers Market Planning Feb. 6, 1998 Group; hold first meeting to identify issues, tasks, responsibilities; provide insurance per Agreement 3. Provide tentative list of potential farmers to Agency; Feb. 16, 1998 submit formal request and petition to City for street closures 4. Conduct meeting to follow up on previously established Feb. 23, 1998 tasks and responsibilities of planning group; provide tentative site plan layout 5. Provide proposed marketing/advertising campaign to Agency Feb. 28, 1998 6. Conduct meeting to follow-up on previously established Mar. 15, 1998 tasks and responsibilities; provide final list of farmers and locations on street plan 7. Conduct marketing/advertising plan Mar. 20, 1998 8. Manage initial Farmers Market, pay all bills; invoice Agency Apr. 18, 1998 monthly for Agency share with supporting documentation; assess success/problems 10 Task Schedule Due Date 9. Manage weekly Farmers Market, advertise as appropriate; On-going/ resolve problems; pay bills, invoice Agency montly weekly 10. Mid-year review- conduct meeting of merchants to review July 31, 1998 success of market; make budget projections on Farmers Market through end of October 11. Manage final Farmers Market Oct. 31, 1998 12. Submit final written report to Agency with invoice Nov. 31, 1998 • 11 Exhibit"B" Arcadia Farmers Market Participant Acknowledgment I/we, , doing business as hereby acknowledge the following: 1. The Arcadia Farmers Market program is planned, operated, administered, and managed by the Arcadia Business Association ("Association"), a non-profit association of business owners and merchants in the downtown. 2. I/we are not contractors, subcontractors, employees or agents of the City of Arcadia or the Arcadia Redevelopment Agency. 3. I/we agree that the City of Arcadia and/or the Arcadia Redevelopment Agency is/are not liable for any damages, including but not limited to loss, injuries or damage to persons or property, including employees, machinery, equipment, supplies, merchandise, produce. I/we further agree to hold harmless and indemnify the City of Arcadia and/or the Arcadia Redevelopment Agency from and against any claims for such damages. Signed: Date: 12