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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:
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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.
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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
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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.
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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
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ARCADIA BUSINESS ASSOCIATION
"ASSOCIATION"
Dated: 01-/P-A0 By ;
Garland Roberson, President
APPROVED AS TO FORM:
� 17 11 B Y Agency Ge l Counsel
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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.
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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
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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
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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:
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