HomeMy WebLinkAboutPasco Downtown Development Assoc - Farmers Market Agreement FARMERS MARKET AGREEMENT
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� / THIS AGREEMENT, made and entered into as of this Z i day of
Y
200 , by and between the City of Pasco, a municipal corporation of the State of Washington
(hereinafter referred to as "CITY") and the Pasco Downtown Development Association, a
nonprofit Washington Corporation organized to promote the development of downtown Pasco
(hereinafter referred to as "PDDA ").
WHEREAS, the CITY owns a public parking lot at Fourth and Columbia Street, in the
City of Pasco, as well as 'Peanuts Park", a public plaza on the south side of Lewis Street (a
diagram of said parking lot and plaza being attached hereto and marked Exhibit "A" and made a
part hereof), with the power to grant rights and privileges with respect thereto, as hereinafter
provided; and
WHEREAS, the PDDA is engaged in the development and promotion of downtown
Pasco and has established 'Pasco Farmers Market' at the parking lot and plaza including food
vendors, concessions, artwork and crafts, and entertainment; and
WHEREAS, the CITY is willing to grant PDDA such rights and privileges upon the
terms and conditions hereinafter provided;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained and other valuable considerations, the CITY does hereby grant unto PDDA the
permission to use the public parking lot at Fourth and Columbia and the Peanuts Park area (as
shown in Exhibit "A") for a "Pasco Farmers Market' .
THE TERMS AND CONDITIONS ARE AS FOLLOWS:
1 . Indemnification/Hold Harmless
PDDA shall defend, indemnify, and hold harmless the City, its officers, officials, employees and
volunteers from and against any and all claims, suits, actions, or liabilities for injury or death of
any person, or for loss or damage to property, which arises out of PDDA's use of Premises, or
from the conduct of its business, or from any activity, work or thing done, permitted, or suffered
by PDDA in or about the Premises, except only such injury or damage as shall have been
occasioned by the sole negligence of the City.
2. Insurance
PDDA shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the
PDDA's operation and use of the Farmer's Market. Insurance shall conform to the following:
/ / 2b
A. Minimum Scope of Insurance
PDDA shall obtain insurance of the types described below:
1 . Commercial General Liabilitv insurance shall be written on Insurance
Services Office (ISO) occurrence form CG 00 01 and shall cover premises and
contractual liability. The City shall be named as an insured on Lessee' s
Commercial General Liability insurance policy using ISO Additional Insured-
Managers or Lessors of Premises Form CG 20 11 or a substitute endorsement
providing equivalent coverage.
2. Pro pert insurance shall be written on all risk basis.
B. Minimum Amounts of Insurance
PDDA shall maintain the following insurance limits:
1 . Commercial General Liabilitv insurance shall be written with limits no less
than 51 ,000,000 each occurrence, $2,000,000 general aggregate.
2. Property insurance shall be written covering the full value of PDDA's
property and improvements with no coinsurance provisions.
C. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Commercial General Liability insurance:
1 . PDDA' s insurance coverage shall be primary insurance as respect the City.
Any Insurance, self-insurance, or insurance pool coverage maintained by the
City shall be excess of the PDDA's insurance and shall not contribute with it.
2. PDDA's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City.
D. Verification of Coverage
PDDA shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the PDDA.
E. Waiver of Subrogation
PDDA and City hereby release and discharge each other from all claims, losses and liabilities
arising from or caused by any hazard covered by property insurance on or in connection with
the premises or said building. This release shall apply only to the extent that such claim, loss
or liability is covered by insurance.
3. Property Insurance
City shall purchase and maintain during the term of the agreement all-risk property insurance
covering the buildings for their full replacement value without any coinsurance provisions.
FARMERS MARKET AGREEMENT 2
4. Vendor's Indemnitv
PDDA will require each and every vendor at the Pasco Farmers Market to sign a Contract of
Indemnity on the form set forth as Exhibit `B" hereto. Each vendor shall be required to sign a
new agreement annually and the PDDA shall hold and maintain the agreement for a period of
at least three (3) years from the date of signing. PDDA shall also determine the type and
amounts of insurance carried by each vendor.
5. Market Policies and Procedures
PDDA shall maintain and enforce policies and procedures appropriate to the activities
conducted at the Fanners' Market and Peanuts Park. PDDA shall restrict vendors at the
Market to those outlined in the Farmers Market Policies and Procedures. A copy of the
policies and procedures and any amendments will be provided by the PDDA to the City
Manager.
6. Peanuts Park
The Peanuts Park area shall be made available for food concessions, artworks and crafts, and
entertainment during the same days that the Farmer's Market is in operation, or pursuant to
special permit issued by the City.
7. Days of Operation
Specific days of operation must be approved in advance by the City Manager and such
approval shall not be unreasonably withheld.
8. Fees
The vendor fees for the Market shall be set yearly by the PDDA and shall be uniformly applied
for each vendor class.
9. Use of Fees Proceeds
The use of all such fees collected shall be limited to payment of expenditures for advertising,
promotion, management, and other costs attributable to the operation of the Market. After the
payment of expenditures, any excess funds shall go to the PDDA for use on various projects to
benefit the Pasco Farmers Market.
10. Cleaning
The PDDA shall maintain the cleanliness of the Market area and Peanuts Park restroom
facilities. Additionally, for each day that Farmers Market is conducted, PDDA shall be
responsible to clean the parking lot and park of litter. PDDA shall place all trash, litter and
debris in an appropriate container following each day of operation.
FARMERS MARKET AGREEMENT 3
11. PDDA Maintenance
The PDDA shall be responsible, from May to November, at its own cost and expense, for the
routine maintenance and upkeep of the market area and Peanuts Park restroom facilities,
including supplies as required to operate the premises and minor, non-structural, repairs,
including plumbing (i.e. faucets, fixtures and exposed pipes) and electrical (i.e. switches,
outlets, fixtures, etc) all in accordance with customary standards for similar facilities and
prudent maintenance practices. PDDA's responsibility for repairs shall not exceed five
hundred dollars ($500.00) per repair, nor one thousand five hundred dollars ($ 1 ,500.00) per
calendar year.
12. City Maintenance
City shall, at its own cost and expense, maintain and repair all structural portions of the
premises, including electrical and plumbing repairs that require alteration of structural portions
of the premises, in a good and safe condition. Structural portions of the premises shall include
without limitation, roof, exterior walls, structural members, and floors. City agrees to be
responsible for the amount by which minor repairs exceed the limits established in paragraph
11 . "PDDA Maintenance". City also agrees that it shall, as needed, provide for painting of the
structures.
13. Utilities
PDDA shall pay for the electrical charges billed with meter 932286 (located on the building at
the east end of the parking lot) as well as for charges billed on the temporary service meter
427572, for its special events. City shall pay for all other electric meter charges. City shall
pay for water and sewer charges for the restroom.
14. Records
The PDDA shall maintain adequate financial records and submit a written report to the City
Manager at the conclusion of each Market season. The records shall include the Market's
income, expenditures, vendors, and other market activities. Such records shall be kept for at
least a period of three (3) years or longer at the direction of the City Manager.
15. Applicable Law — Dispute Resolution
The PDDA shall comply with applicable federal, state, and local laws and regulations. Should
any dispute arise concerning the enforcement, breach or interpretation of this Agreement,
venue shall be placed in Franklin County Washington, and the laws of the State of Washington
shall apply, and the prevailing party shall be entitled to its reasonable attorney's fees and costs.
FARMERS MARKET AGREEMENT 4
16. Anti-Discrimination
No person or vendor shall, on the grounds of race, color, sex, religion, or national origin, be
excluded from participation in the Farmers Market activities or be subject to unlawful
discrimination by PDDA or its agents.
17. Termination
Either party may terminate this Agreement upon the giving of thirty (30) days written notice to
the other party.
18. Amendment
The terms and conditions of this Agreement may be modified only in writing on the signature
of both parties.
PASC OWNTOWN DEVELOPMENT ASSOCIATION:
nth Ann Pound, President X
CITY OF PASCO:
Mike Garrison, Mayor
ATTIE `
ttworl
Sandy L. I enworthy, Deputy Cit Clerk
APPROVED AS TO FORM:
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Lee Kerr, City Attorney
FARMERS MARKET AGREEMENT 5
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EXHIBIT `B"
CONTRACT OF INDEMNITY
FOR
FARMERS' MARKET PARTICIPANTS
AGREEMENT made this day of 200_ between
, herein called `INDEMNITOR", and the Pasco
Downtown Development Association, a nonprofit Washington corporation, herein called
`INDEMNITEE", witnesseth:
Whereas, the INDEMNITOR desires to sell commodities in accordance with those
permitted in the Farmers Market Policies and Procedures in one or more farmers market type
settings in the City of Pasco, Washington; and
Whereas, the INDEMNITEE desires to encourage "Farmer's Market" activity and has
an agreement with the City of Pasco to provide a "Farmers' Market" at Pasco's parking area
south of Peanuts Park in downtown Pasco and at Peanuts Park;
NOW, THEREFORE, in consideration of the above-stated premises, INDEMNITOR
agrees that it will indemnify INDEMNITEE and the City of Pasco against, and save
INDEMNITEE harmless from and against all claims, suits, damages, costs, losses and expenses
in any manner, including but not limited to attorneys fees resulting form, arising out of or
connected with the INDEMNITOR'S sale of commodities in accordance with those permitted in
the Farmers Market Policies and Procedures in a "Farmers Market" in the parking lot behind
"Peanuts Park" or in "Peanuts Park" in downtown Pasco.
THIS AGREEMENT shall be binding on and inure to the benefit of the heirs, executors,
administrators, successors and assigns of the respective parties hereto.
DATED this first date written above.
INDEMNITOR:
By
PASCO DOWNTOWN DEVELOPMENT ASSOCIATION,
INDEMNITEE :
By:
CITY MANAGER (509) 545-3404 / Scan 726-3404 / Fax (509) 545-3403
• • ,
P.O. Box 293 (525 Noah 3rd Avenue) Pasco, Washington 99301 ASQO CITY HALL
RECEIVED
MAI id :, ;_Ong
April 26, 2005
TY MANAGER 'S
OFFICE
Veronica Yzquierdo, Executive Director
Pasco Downtown Development Association
PO Box 842
Pasco WA 99301
Re: Memorandum of Understanding - Farmer' s Market Agreement
Dear Ms. Y,quicrdc:_
This is to formalize the understanding of the City and PDDA with respect to the Farmer' s Market
Agreement, dated April 21 , 2004 and PDDA' s conduct of "Sunday Outdoor Markets" under the terms of
said agreement.
Whereas the agreement provides that PDDA has permission to conduct a "Farmer' s Market" on the City
property (parking lot) at 4`h and Columbia and at Peanuts Park, and PDDA now desires to sponsor
"Sunday Outdoor Markets" for downtown merchants. The City and PDDA agree that the Sunday
Outdoor Markets shall be included as a permitted activity under the agreement and shall be conducted
under the same terms and conditions as outlined therein.
The Sunday Outdoor Markets shall also be governed by the following conditions:
1 . Activities are to be conducted within the parking lot and park properties and shall not encroach
on or obstruct sidewalks, streets or alleys without prior written approval of the city.
2. Days of operation are to be Sundays during the same season of operation of the Farmer's
Market. Activities which are proposed to be conducted outside the hours of 8:00 a.m. — 5 :00
p.m. will require prior written approval of the City Manager.
3 . PDDA shall secure a special event permit from the City prior to conducting concerts or other
aiur is events using ampiif'ied music.
4. All participant vendors must be current City of Pasco business license holders.
Please sign below indicating PDDA' s concurrence and accept e of the contents of this letter.
Si ere ,
field
ity Manager
GC/SS/tlz
Approved: Pasco Downtown Development Association
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