CC Resolution 11750RESOLUTION NO. 11750
RESOLUTION OF THE CITY OF CAMPBELL CITY COUNCIL
AUTHORIZING EXECUTION OF AN OPERATOR'S AGREEMENT WITH
URBAN VILLAGE FARMERS' MARKET ASSOCIATION
TO CONTINUE OPERATING AND MANAGING
THE DOWNTOWN CAMPBELL FARMERS' MARKET
WHEREAS, the City of.Campbell (the "City") entered into a contract with Urban Village
Farmers' Market Association (the "UVFMA") to manage and operate a Downtown Campbell
Farmers' Market (the "Market") in 1998; and
WHEREAS, over the last 16 years the Market has been highly successful in providing a
community gathering place, bringing together local farmers that provide organic produce to the
community, and giving our downtown merchants a weekly flow of people to market their
merchandise; and
WHEREAS, the UVFMA has provided excellent market management services over the
years being responsive to staff requests during the growing pains of one of the most
successful markets in Silicon Valley.
NOW, THEREFORE, BE IT RESOLVED, that the City of Campbell City Council authorize
execution of the Fourth Amended Operator's Agreement with UVFMA to continue to manage
and operate the Downtown Campbell Farmers' Market through December 31, 2016.
PASSED AND ADOPTED this lath of November, 2014 by the following roll call vote:
AYES: Council Members: Raker, Kotows!ci, Cristina
NOES: Council Members: Waterman
None
ABSTAIN: Council Members:
ABSENT: Council Members: T.ow 1~
APPROVED: l1 (-NI
Ri and M. Waterman, Mayor
ATTEST:
ne Bybee, City Clerk
DOWNTOWN CAMPBELL FARMERS' MARKET
FOURTH AMENDED OPERATION AND MANAGEMENT AGREEMENT
THIS AGREEMENT is entered into on the of 2014, by and
between the CITY OF CAMPBELL (hereinafter referred to as the "City") and URBAN
VILLAGE FARMERS' MARKET ASSOCIATION (hereinafter referred to as "Operator").
WHEREAS, the Operator has managed the Downtown Farmers Market since
May, 1998 responsibly and in good standing; and
WHEREAS, the Downtown Campbell Farmers Market has been named the best
farmers' market in Silicon Valley by the readers of the Mercury News for the past 10
years; and
WHEREAS, the success of the market has increased visibility and commercial
viability for downtown Campbell, and the Operator as well as the vendors have
benefited from the arrangement with both parties finding it mutually beneficial to
continue the relationship; and
WHEREAS, the City desires to retain management services from the Operator
for the purpose of operating a certified farmers' market (hereinafter referred to as
"Market"); meeting the certification requirements of Santa Clara County Agricultural
Commissioner and
WHEREAS, Operator represents that it has the expertise, means and ability to
perform and manage the Market;
NOW, THEREFORE, in consideration of each other's mutual promises, Operator
and City agree as follows:
1. DUTIES OF OPERATOR
a. Operator agrees to organize and manage all aspects of the Market including but
not limited to farmer and vendor recruitment, management of daily Market
operations except those outlined in Section 2 of this Agreement, and
performance and enforcement of the rules and regulations outlined in Attachment
A of this Agreement.
b. In accordance with this Agreement by Operator, a Market shall be operated each
Sunday year round from 9:00 AM to 1:00 PM. Vendors shall cease conducting
business by not later than 1:00 PM. The Operator shall have the market closed
down; vendors packed and off the streets, the streets cleaned and the streets
opened to traffic by no later than 3:00 PM.
Downtown Campbell Farmer's Market Fourth Amended Agreement
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c. Operator agrees to perform under this Agreement in accordance with the degree
of skill and expertise generally exercised by local members of Operator's
profession.
d. Operator shall operate in good faith with the City in all aspects of the
performance of this Agreement.
e. Operator's designated Project Manager shall be Ron Pardini. The Operator's
Project Manager shall have all the necessary authority to direct work within the
scope of the Agreement and shall serve as the principal point of contact with the
City.
f. Operator shall be responsible for all barricades and signs for street closures,
directional signs, "No Dogs" signs, etc., necessary for the operation of the Market
in compliance with the City approved Traffic Control Plan as illustrated in
Attachment B and in accordance with County and State rules regulating Certified
Farmers Markets.
g. The authorized Project Manager or Operator executing this Agreement shall
have authority to make decisions regarding changes in services, termination and
other contractual matters on behalf of Operator.
h. Either the Operator or a designated Market Manager shall be in attendance at all
times during the Market operation. During the summer months when the Market
is heaviest, the Market may require more than one employee to manage the
Market. The Operator will ensure that adequate supervision is in place to
manage the activities of the Market on any given Sunday.
i. Operator is ultimately responsible for the actions of any Market Manager(s) that
may be appointed by the Operator. It will be the responsibility of the Operator to
ensure that the Market has adequate supervision by qualified personnel who can
interact with the public in a professional and responsible manner. If requested by
the City, Operator shall replace staff for good cause. The market manager shall
be required to keep a cell phone and the City provided the cell phone number in
the event City staff or police needs to contact the market manager on the day of
the Farmer's Market.
j. The Operator shall supply additional trash receptacles throughout the market in
the street and also place an extra receptacle adjacent to each City trash can from
3rd Street to the railroad tracks to relieve the overflow of trash in City trash cans.
Operator will continue to empty the City trash cans at the beginning of the market
and remove excess trash from City cans at the end of the market.
k. The percentage of arts and crafts vendors shall be limited to no more than 25%
of the Market. The City has the discretion to have the Operator remove a vendor
that sells products or merchandise that directly competes with downtown
merchants.
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I. Operator shall continue to provide staff to clean the restrooms at both Starbucks
and Orchard City Coffee 3 times every Sunday (10:00 am, Noon, and 2:00 pm)
which are heavily impacted due to the market.
m. There shall be no stacking of produce, produce containers or any vendor
supplies, chairs, display cases, etc. on the public sidewalks or against buildings.
The Operator shall be responsible to clean up any produce stains related to
produce stacking or staging including steam cleaning as determined by the City.
n. Vendors shall not erect booth screens or panels that block visibility to the
storefronts. Backs of all booths shall remain open so the open business behind
each vendor has clear visibility. Vendors are strictly forbidden from using any City
trash receptacles to dispose of their refuse. Each vendor shall ensure the area
around their booth is completely cleaned, all boxes and trash/debris shall be
cleaned up at the conclusion of the market. Vendors that are in violation of M, N,
and/or O of this Section shall be fined by the Operator to ensure future
compliance.
p. Operator shall display downtown merchant fliers and coupons, as provided by
business owners to market their business, at the Market info booth each Sunday.
2. COMPENSATION
a. While the downtown provides market vendors a venue to conduct retail
transactions in a successful manner, it also increases the cost of
maintenance of streets and sidewalks to the City. Additionally, the "brick and
mortar" businesses in the community are required to pay rent, incur overhead
expenses and pay business license fees to the City. In fairness to the
business community and in consideration of impacts on streets and
sidewalks, Operator agrees to compensate the City of Campbell in the
amount of $12,000 annually for the vendors to conduct business in Campbell
on a weekly basis. The Market will pay the City monthly or an alternate
payment schedule may be approved upon request of the Operator. Payments
must be paid in cash or check.
b. Payment shall be made to:
Attention: Accounts Receivable
Finance Department
City of Campbell
70 N. First Street
Campbell, CA 95008
3. DUTIES OF THE CITY
The City agrees to:
a. Continue promotion of the Farmers Market through its website, its promotional
materials and street banners.
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b. Retain all necessary City of Campbell approvals to close East Campbell Avenue
between the light rail tracks and Third Street, including side streets.
c. Work cooperatively and in good faith with the Operator in resolving problems and
ensuring a successful Markef.
4. OPERATOR COMPENSATION
a. The City agrees that all monies generated from farmers dues and Market stall
fees shall be compensation to Operator for operation of the Market.
5. TERM OF CONTRACT
This 2-year Agreement shall be in full force and effect from the date of execution and
expires on December 31, 2016. At least 90 days prior to expiration of this
Agreement, Operator and the City will enter into discussions for consideration of an
Agreement extension and any amendments as deemed appropriate.
6. NO ASSIGNMENT
Except as otherwise expressly provided in this Agreement, it is understood and
agreed that this Agreement is for specialized professional services; and
management services''can not be assigned by Operator without the City's prior
consent in writing: ; ;;;
7. TERMINATION BY CITY
Upon the failure of the Operator to observe or perform any of the conditions of this
Agreement, the City -shall notify the Operator in writing of such default and the
Operator shall have seven (7) days to cure.
8. BEST EFFORTS OF OPERATOR
Operator agrees that it will at all times faithfully, industriously, and to the best of its
ability, experience and talent, perform, all of the duties that may be required of or
from it, pursuant to all terms of this Agreement, expressed or implied, in a manner
reasonably satisfactory to the City, in accordance with the standards reasonably
' expected of a Market Manager so engaged.
9. DEFAULT/REMEDIES: TERMINATION FOR CAUSE
The occurrence of the following constitutes a material default and breach of this
Agreement by Operator:
The failure of Operator to observe or perform any of the covenants, conditions, or
provisions of this Agreement to be observed or performed by Operator, where the
failure continues for a period of two consecutive markets after notice thereof from
the City to Operator; provided, however, that if the nature of Operator's default is
such that more than two consecutive markets are reasonably required for its cure, as
determined ih good faith by the City, then Operator shall not be deemed in default if
Operator commences such cure within the prescribed time period and thereafter
diligently completes the cure in a reasonable period of time.
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If such default and breach are not cured as provided herein, then City shall have the
right to terminate this Agreement and pursue those remedies available to it under
the laws of the State of California.
10. INDEPENDENT CONTRACTOR
Operator and its agents and employees are independent. contractors with, and not
agents or employees of the City. Operator shall retain full control over the
employment, direction, compensation, and discharge of all employees assisting
them in performance of those services hereunder except as provided under Section
1(e). Operator shall be fully responsible for all matters relating to wages or salaries
of such employees, such as the payment of all employment taxes, including SDI,
Federal, and State income taxes, unemployment insurance and disability taxes,
among others, if so required, and will be responsible for compliance with all laws and
regulations governing such matters. Operator shall be responsible for its own acts
and those of its agents and employees during the term of this Agreement.
11. INDEMNITY
Operator shall indemnify, defend, and hold the City and its officers, members and
employees harmless from and against any and all liability, claims, losses, damages,
suits, actions, causes of. actions, costs and expenses (including attorney's fees)
arising out of, or alleged to arise out of (1) the performance of this Agreement, (2)
any act or omission of Operator, (3) the violation of any Federal, State, or municipal
law or ordinance, or (4) any other cause in connection with the activities of Operator
their agents or employees or on account of the performance or character of any
work in connection with this Agreement. This provision shall expressly apply to, but
is not limited to any and all liability, claims, losses, damages, suits, actions, causes
of actions for bodily injury, personal injury, property damage, or infringement of any
property rights, including but not limited to intellectual property rights. The indemnity
afforded by this provision shall not apply to any liability, claims, losses, or damages
proximately caused by the sole negligence or willful misconduct of the City. This
provision is intended to fully allocate all risk between the parties for liability to third-
parties; and Operator shall have no rights against City for indemnity, contribution or
defense as to any matter covered by this provision. This provision shall survive the
termination of this Agreement; and approval of any insurance coverage does not, in
any way, relieve Operator of liability under this clause.
12. INSURANCE REQUIREMENTS
Upon execution of this Agreement, Operator shall promptly obtain, at its own
expense, all of the insurance required by this section, and submit verification of
coverage for review and approval by the City. In the event Operator subcontracts
any of the work provided herein, Operator shall not allow any sub-contractors to
commence work on their subcontracts act until all similar insurance required of such
persons has been obtained and verified. Such insurance shall remain in full force
and effect at all times during the prosecution of the work and until final completion
and acceptance thereof.
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Comprehensive General Liability Insurance and Automobile Liability Insurance
shall be provided by Operator for each agent and employee, with a combined single
limit liability of no less that One Million Dollars ($1,000,000) per occurrence and a
combined cumulative liability of no less than $2,000,000.
Worker's Compensation and Employer's Liability Insurance shall be provided by
Operator for all of its agents and employees engaged in the work under this
Agreement. Should any work be sublet, Operator shall require the subcontractor to
similarly provide Workers' Compensation and Employer's Liability Insurance, all in
compliance with State laws and to full protect the City from any and all claims arising
out of an injury or occurrence in the work.
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage
"occurrence" form CG 0001 (Ed. 11/85).
2. Workers' Compensation insurance as required by the Labor Code of the
State of California and Employers Liability insurance.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the
City. At the option of the City either: the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects to the City, its officers, officials,
employees, and volunteers; or the Contractor shall provide a financial guarantee
satisfactory to the City guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Other Insurance Provisions
The general liability policy shall contain, or be endorsed to contain, the following
provisions:
1. The City, their officers, employees, and volunteers are to be covered as insureds
with respect to liability arising out of automobiles owned, leased, hired or
borrowed by or on behalf of the Operator; and with respect to the liability arising .
out of work or operations performed by or on behalf of the Operator including
materials, parts or equipment furnished in connection with such work or
operations. General liability coverage can be provided in the form of an
endorsement to the Operator's insurance, or as a separate owner's policy.
2. For any claim related to the Agreement, the Operator's insurance coverage shall
be the .City, and their officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the City of their officers, officials,
employees or volunteers shall be excess of the Operator's insurance and shall
not contribute with it.
3. ,Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be cancelled by either party, except after thirty (30) days' prior
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written notice by certified mail, return receipt requested, has been given to the
City.
Workers' Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City, or their
officers, officials, employees, and volunteers for losses arising from work performed
by the Contractor for the City.
Acceptability of Insurers
Unless otherwise approved, insurance is to be issued by an insurer with a currerit
A.M. Best Rating of A:VII and be authorized to transact business in the State of
California.
Verification of Coverage
Operator shall furnish the City with original certificates of insurance and amendatory
endorsements effecting coverage required by this clause. All certificates and
endorsements are to be received and approved by the City before work commences.
The City reserves the right to require complete certified copies of all required
insurance policies, including endorsements affecting the coverage required by these
specifications, at any time.
13. NOTICES
Any notice required or authorized to be given under this Agreement shall be duly
and properly given to City or Operator in writing and personally delivered.
THE CITY: Francine Principe
Project Manager
City of Campbell
70 North First Street
Campbell, CA 95008
TO OPERATOR: Ron Pardini
Executive Director
Urban Village Farmers' Market Association.
348 Lewis St. Ste 4A
Oakland. CA 94607
Or such other address as either party may from time to time designate in writing to
the other.
14. NATURE OF AGREEMENT
This Agreement does not constitute a hiring by either party. It is the parties'
expressed intention that Operator, its agents and employees shall be independent
contractors to the City, and shall not be considered to be an employee of the City, in
doing the things here agreed to. The parties hereto are and shall remain
independent contractors bound by the provisions of this Agreement.
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15. ENTIRE AGREEMENT
This Agreement embodies the whole agreement between the parties hereto and
there are no inducements, promises, terms, conditions or obligations made or
entered into by the City or operator other than those contained herein. The foregoing
provisions are understood and agreed to by Operator.
CITY OF CAMPBELL
By:
Mark Linder, City Manager
Date:
URBAN VILLAGE, FARMERS' MARKET ASSOCIATION
By:
Date:
Ron Pardini, President
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