1166-Farmers Market CoordinatorC -� - I I (!y(,
CITY OF SANFORD AGREEMENT r�
FOR FARMERS MARKET COORDINATOR
THIS AGREEMENT made and entered into the, of c: ,
2007 by and between the:
CITY OF SANFORD
300 N PARK AVE.
SANFORD, FLORIDA, 32771
A Florida municipal corporation hereinafter referred to as the "CITY" and:
115 N),
Farmers Market Coordinator, hereinafter referred to as the "CONTRACTOR ".
The CITY and the CONTRACTOR are collectively referred to herein as the parties.
WITNESSETH:
WHEREAS, the CITY desires to retain the CONTRACTOR for the work identified
in the specifications delivered by the City to the Contractor and as outlined and set forth
in this Agreement; and
WHEREAS, the CITY desires to retain the CONTRACTOR to furnish services
and perform those tasks outlined above, and generally described in Section 2, all of
which are made part hereof; and
WHEREAS, the CITY desires to employ the CONTRACTOR to perform duties as
Farmer's Market Coordinator and all related services as required by this Agreement with
the CITY upon the terms and conditions hereinafter set forth, and the CONTRACTOR is
desirous of performing such services upon said terms and conditions; and
WHEREAS, the CONTRACTOR hereby warrants and represents to the CITY
that it is competent and otherwise able to provide such professional services to the
CITY; and
WHEREAS, the CONTRACTOR desires to provide Farmers Market Coordinator
services to the CITY as an independent CONTRACTOR.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
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sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
SECTION 1: GENERAL
1.1 The term "CONTRACTOR" as used in this Agreement is hereby defined herein to
include all principals of the CONTRACTOR including, but not limited to, full time
employees, professional or otherwise, and all other, agents, employees of the
CONTRACTOR.
1.2 The CONTRACTOR acknowledges that the CITY may retain other service
providers to provide the same or similar services for CITY projects. The
CONTRACTOR acknowledges that the CITY at the CITY'S option, may request
proposals from the CONTRACTOR and other service providers for CITY projects. The
CITY reserves the right to select which service provider shall provide services for the
CITY's projects and reject other potential providers without cause.
1.3 The recitals herein are true and correct and form and constitute a material part
of this Agreement upon which the parties have relied.
14 Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into this
Agreement and to undertake all obligations imposed on it.
1.5 Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement. The parties covenant and agree that they shall diligently
and expeditiously pursue their respective obligations as set forth in this Agreement.
SECTION 2: SCOPE OF SERVICES
2.1 The CONTRACTOR shall diligently and in a professional and timely manner
perform the following work on a weekly basis in maintaining, coordinating and
monitoring the:
A. Communication (including in person meetings) with vendors
B. Recruitment and selection of potential vendors
C. Enforcement of market rules and conditions
D. Collection of vendors fees and remittance to City
E. Design, printing and distribution of flyers publicizing the market
F. Publicizing Farmers Market through internet and other means, as well as acting
as 'Spokesperson' for the Farmers Market in media interviews
G. Supervising of the Farmers market, including setup and takedown during the
scheduled times, responding to vendors' and customers' concerns and liaising
with City employees and contractors to resolve problem situations
H. Coordination of Farmers Market logistics including ordering of tables, tents,
tablecloths, signs etc., as well as coordination with City staff and contractors.
I. Maintaining Farmers Market internet site if so directed.
J. The CONTRACTOR understands that invoices must be submitted to the City
timely for payment for services rendered.
2.2 Unless modified in writing by the parties hereto, the duties of the
CONTRACTOR shall not be construed to exceed services pertaining to this Agreement.
2.3 The CONTRACTOR agrees to perform required services for the CITY in
accordance with all local requirements and any and all requirements of law. The
CONTRACTOR is fully familiar with any and all requisite work conditions.
SECTION 3: CONTRACTOR RESPONSIBILITIES
3.1 The CONTRACTOR shall be responsible for all services furnished by the
CONTRACTOR under this Agreement as well as the conduct of its staff, personnel,
employees and agents. The CONTRACTOR shall work closely with the CITY on all
aspects of the work and services.
3.2 Time is of the essence in the performance of all services provided by the
CONTRACTOR under the terms of this Agreement.
SECTION 4: CITY RIGHTS AND RESPONSIBILITIES
The CITY shall provide the specific services described below in a timely fashion at no
cost to the CONTRACTOR.
4.1 The CITY shall transmit instructions, relevant information, and provide
interpretation and definition of CITY policies and decisions with respect to any and all
materials and other matters pertinent to the work covered by this Agreement.
4.2 The CITY shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions it may
pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the CONTRACTOR in carrying out the duties and responsibilities
deriving from this Agreement.
4.4 The failure of the CITYto insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION 5: COMPENSATION
5.1 GENERAL
Compensation to the CONTRACTOR for services performed for the CITY shall be
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requested in an invoice form provided to the CITY.
5.2 INVOICE PROCESS
Invoices, which are in an acceptable form to the CITY and without disputable items,
which are received by the CITY, will be processed within FOURTEEN (14) days of
receipt by the CITY. The CONTRACTOR will be notified of any disputable items
contained in invoices submitted by the CONTRACTOR within SEVEN (7) days of
receipt by the CHURCH with an explanation of the deficiencies. The CITY and the
CONTRACTOR will make every effort to resolve all disputable items contained in the
CONTRACTOR's invoices. Approved revised invoices received by the CITY will be
processed for payment within FOURTEEN (14) days of receipt by the CITY. A billing
period represents the dates in which the CONTRACTOR completed work referenced in
an invoice. Invoices are to be forwarded directly to:
Bob Tunis
Economic Development Director
300 N. Park Ave.
Sanford, Florida 32771
5.3 PAYMENT SCHEDULE
CONTRACTOR will be paid in the following manner: $1,000 (One Thousand Dollars)
Monthly for all work and services to be provided hereunder.
CONTRACTOR will be paid $2,000 (Two Thousand) at the time this Agreement is fully
executed by both the CITY and the CONTRACTOR as full reimbursement and /or pay
for all unpaid expenses, fees, remuneration, costs, etc. incurred or earned by the
CONTRACTOR prior to the date of the signing of the contract.
SECTION 6: WORK COMMENCEMENT /IMPLEMENTATION SCHEDULE /LENGTH
OF AGREEMENT
6.1 WORK COMMENCEMENT
The CONTRACTOR shall commence work as described in this Agreement immediately
upon execution of this Agreement.
6.2 IMPLEMENTATION SCHEDULE
The CONTRACTOR and the CITY agree to make every effort to adhere to the
schedules established.
6.3 LENGTH OF AGREEMENT
The initial term of this Agreement shall be for a period of one (1) year, but may be
renewed by the CITY for successive additional periods of one (1) year each. Renewals
shall be implemented by written extensions to this Agreement.
SECTION 7: CHANGES IN SCOPE OF SERVICES
The CITY or the CONTRACTOR may request changes in the Scope of Services of a
this Agreement. Such changes, including any increase or decrease in the amount of
the CONTRACTOR compensation, which are mutually agreed upon by and between the
CITY and the CONTRACTOR, shall be incorporated in writing. Agreement on and
execution of any Changes shall constitute a final settlement and a full accord and
satisfaction of all matters relating to the change and to the impact of the change on
unchanged work including, but not limited to, all direct and indirect costs of whatever
nature, and all adjustments to the CONTRACTOR schedule.
SECTION 8: TERMINATION /SUSPENSION OF AGREEMENT
8.1 TERMINATION BY THE CITY FOR CONVENIENCE OR WITHOUT CAUSE
The CITY may terminate this Agreement or any Work Order for convenience at any time
without limitation or cause.
8.2 TERMINATION BY CONTRACTOR FOR CAUSE
The CONTRACTOR may cancel this Agreement, subject to the provisions of Sections
8.2.3, if:
8.2.1 The CITY materially fails to meet its obligations and responsibilities.; or
8.2.2 The CITY fails to pay the CONTRACTOR in accordance with this Agreement.
8.2.3 In the event of either of the causes described in Subsections 8.2.1 or 8.2.2, the
CONTRACTOR shall send a certified letter requesting that the CITY show cause why
the Agreement should not be terminated. If adequate assurances are not given to the
CONTRACTOR within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONTRACTOR may consider the CITY to be in default, and may
immediately terminate this Agreement.
8.3 ACTION FOLLOWING TERMINATION
8.3.1 Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue all services and other work, unless the notice provides
otherwise.
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SECTION 9: INDEMNITY
9.1 GENERAL
9.1.1 To the fullest extent permitted by law, the CONTRACTOR shall indemnify, hold
harmless and defend the CITY, its agents, servants, and employees, or any of them,
from and against all claims, damages, losses, and expenses including, but not limited
to, attorneys fees and other legal costs such as those for paralegal, investigative, and
legal support services, and the actual cost incurred for expert witness testimony, arising
out of or resulting from the performance of services required under this Agreement,
provided that same is caused in whole or part by the error, omission, negligent act,
conduct, or misconduct of the CONTRACTOR, its agents, servants, employees, or
consultants, accordance with Section 725.06, Florida Statutes, adequate consideration
has been provided to the CONTRACTOR for this obligation, the receipt and sufficiency
of which is hereby specifically acknowledged. In claims against any person or entity
indemnified under this Section by an employee of the CONTRACTOR or its agents or
consultant, anyone directly or indirectly employed by them or anyone for whose acts
they may be liable, the indemnification obligation under this Subsection shall not be
limited by a limitation on amount or type of damages, compensation or benefits payable
by or for the CONTRACTOR or its agents or consultant, under Workers Compensation
acts, disability benefits acts, or other employee benefit acts.
9.1.2 The execution of this Agreement by the CONTRACTOR shall obligate the
CONTRACTOR to comply with the indemnification provision in this Agreement.
9.2 The CITY shall not be obligated or liable under the terms of this Agreement to
any party other than the CONTRACTOR. There are no third party beneficiaries to this
Agreement.
SECTION 10: ASSIGNABILITY
The CONTRACTOR shall not sublet, assign or transfer any interest in or work under
this Agreement, Claims for the money due or to become due, may be assigned to a
bank, trust company, or other financial institution without such CITY approval however
written notice of such assignment or transfer shall be furnished promptly to the CITY.
SECTION 11: CONTROLLING LAWS/VENUE /INTERPRETATION
This Agreement is to be governed by the laws of the State of Florida. Venue for any
legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit
Court in and for Seminole County, Florida. This Agreement is the result of bona fide
arms length negotiations between the CITY and the CONTRACTOR and all parties
have contributed substantially and materially to the preparation of the Contract.
Accordingly, this Agreement shall not be construed or interpreted more strictly against
any one party than against any other party.
SECTION 12: FORCE MAJEURE
Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of them, is delayed or
prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, revolution, civil commotion, terrorism, strike, epidemic, fire, flood, wind,
earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of
government, or any act of God or any cause whether of the same or different nature,
existing or future; provided that the cause whether or not enumerated in this Section is
beyond the control and without the fault or negligence of the party seeking relief under
this Section.
SECTION 13: EXTENT OF AGREEMENT
This Agreement, together with any Exhibit attached hereto, constitutes the entire
Agreement between the CITY and the CONTRACTOR and supersedes all prior written
or oral understandings in connection therewith. This Agreement may only be amended,
supplemented or modified by a formal written amendment. Any alterations,
amendments, deletions, or waivers of the provisions of this Agreement shall be valid
only when expressed in writing and duly signed by the parties.
SECTION 14: NOTICES
Whenever either party desires to give notice unto the other, it must be given by written
notice, sent by registered United States mail, with return receipt requested, addressed
to the party for whom it is intended, at the place last specified, and the place for giving
of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section. For the present, the parties designate
the following as the representative places for giving of notice, to -wit:
(A) For the CITY:
Robert `Sherman' Yehl
City Manager
300 N. Park Ave.
Sanford, FL 32771
(B) For the CONTRACTOR
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
on the respective dates under each signature.
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