AGREEMENT BY AND BETWEEN THE CITY OF FAIRFIELD AND THE NORTH TEXAS STREET BUSINESS ASSOCIATION FOR THE CALENDAR YEAR 2025
OPERATION AND ADMINISTRATION OF THE NORTH TEXAS STREET BUSINESS
IMPROVEMENT DISTRICT
THIS AGREEMENT is made and entered into as of the _____ day of _________ , 2025, by and between the CITY OF FAIRFIELD, a municipal corporation ("City") and the North Texas Street Business Association, a California nonprofit mutual benefit corporation (the "Corporation").
WHEREAS, City Ordinance No. 99-21, adopted September 21, 1999 (the "Ordinance"), established the North Texas Street Business Improvement District (the "District") under the provisions of the Parking and Business Improvement Area Law of 1989, Section 36500 et seq. of the California Streets and Highways Code (the "Law"); and
WHEREAS, pursuant to the Law and the Ordinance, the City is authorized to levy and collect an annual assessment (the "Assessment") from businesses in the North Texas Street Business Improvement District for the purpose of acquiring, constructing, installing, or maintaining improvements and promoting activities which will benefit businesses within the District; and
WHEREAS, the City has appointed the Board of Directors of the Corporation (the "Board of Directors") as the advisory board for the District; and WHEREAS the Corporation has available personnel, resources, and expertise to undertake improvements and implement activities within the City which are permitted under the Law and the Ordinance to be funded with proceeds of the Assessment; and WHEREAS, the Corporation is qualified to undertake and administer such improvements and activities within the City and is willing to do so.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the City and the Corporation hereby agree as follows:
1. CONTRACT ADMINISTRATION.
Except as expressly provided herein, the City's Real Estate Specialist II or his or her designated representative shall be the City's representative for the administration of this Agreement. All activities performed by the Corporation shall be coordinated•witll' .. --·. · ,; · this person.
The Corporation shall designate a person to be the Corporation's representative for the administration of this Agreement and, subject to the direction and authorization
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EXHIBIT A
of the Board of Directors, to be the contact person for, and in charge of, all actions to be taken on behalf of the Corporation pursuant to this Agreement.
2. TERM.
lnitial Term. The term of this Agreement commences on January 1,2025, and shall continue until December 31,2025, inclusive, unless earlier terminated in accordance with this Agreement.
Termination. The City may terminate this Agreement immediately upon any breach of Sections 15 (lnsurance Requirements) or 17 (Conflict of lnterest). ln addition, either the City or the Corporation, upon at least 30 days prior written notice, may terminate this Agreement with or without cause. Within 45 days of the effective date of any termination, the City shall reimburse the Corporation for work that has been performed as of the termination date or which is in progress and cannot reasonably be terminated early by virtue of contractual commitments. Unexpended and unencumbered funds provided to the Corporation by the City pursuant to this Agreement and all tangible assets purchased wholly with such funds shall be immediately returned to the City. The Corporation shall not purchase assets using a combination of funds derived from Assessments and other resources available to the Corporation without the prior written consent of the City.
3. SCOPE OF SERVICES.
Corporation shall administer the work program for the District including but not limited to the projects outlined below:
A. Organization/Membership Services:
a. Provide seminars and essential business tools to educate business owners and share best practices.
b. Provide Membership networking opportunities, which provide information regarding member benefits, and open committee and board positions. c. lntroduce NTBSA businesses to PG&E Energy Efficient Program for Small Businesses.
d. Continue working with City liaison and Crime Prevention Services to offer Business Watch seminars.
e. Work with City Liaison to assist potential new businesses with location and planning services.
f. Wetcome new businesses by visiting and providing welcome brochures with Association information.
g. Nominate Board Members in October and elect in November to assume duties in November 2025 if needed.
h. Evaluate the needs of the NTSBA Board to create a stronger, more efficient Board.
i. Evaluate the current communication process and make improvements where needed,
j. Conduct one-on-one meetings or surveys with businesses in the NTSBA to
S:\EconDev Files\North Texas\NTSBA CSA\2O2S\FINAL NTSBA 2025 Admin Agreement.docx understand the needs of the members.
k. Produce and distribute the NTSBA e-newsletter 6-8 times per year.
B. Design/Beautification Committee:
a. Work with City liaison and business membership to provide assistance with sign requirements.
b. Communicate with City liaison on lighting, landscaping, and graffiti issues in the district.
c. Work with the Board of Directors on two annual projects in 2025 to increase exposure and branding of the NTSBA.
d. Work with City liaison and district members on re-branding campaign and work with members and Board to implement.
e. Create and maintain website; implement changes required for an updated and user-friendly website.
f. Work with City liaison to monitor Gity property and report issues as needed. g. Promote the City of Fairfield's MyFairfield App'
G. Economic Restructuring Gommittee:
a. Work with City liaison, membership, and professional as needed to evaluate, recommend, and implement changes regarding BID funding as appropriate. b. Communicate and educate the membership about State and local programs available to small businesses.
c. lnvite on a quarterly basis one of the following to speak at the NTSBA association meeting: Solano EDC, Chamber of Commerce, City of Fairfield Economic Development, and Crime Prevention Team/Homeless Task Force. d. Recruit potential merchants to join the board or committees. e. Work with the Small Business Development Center to provide input toward workshops geared toward market needs.
f. Continue to work with the Solano EDC to promote the Solano Energy Watch program creating substantial monthly energy bill savings for participating merchants.
D. Business Grime Watch Gommittee:
a. Continue assisting members in working with the Police Department to control crime in the District.
b. Goordinate monthly Business Crime Watch meetings, one block of the District at a time, to proactivety listen to business concerns and collaborate with the Fairfield Police Department to provide awareness, tools, and resources available for merchants to proactively prevent crime at their businesses. c. Coordinate additional Business Crime Watch meetings to respond to business concerns specific to locations, or industries. d. Distribute Crime prevention literature provided by the Fairfield Police Department on an ongoing basis.
e. Promote the Code of Conduct signage developed by the Fairfield Police to business owners and provide referrals to local sign companies as needed. f. Create awareness of the opportunity to file a No Trespassing letter with the
s:\EconDev Fites\North Texas\NTSBA CSR\ZOZSWII tAL NTSBA 2025 Admin Agreement.docx Fairfield Police department to assist in resolving nuisance crime issues. g. When appropriate, refer businesses to the Fairfield Police Department's Crime Prevention team to request a Crime Prevention Through Environmental Design (CPTED) survey for their business.
F. Coordination of Advisory Board Report
a. Prepare the report of the North Texas Street Business lmprovement District Advisory Board for the calendar year 2025 and submit it to the City Clerk by October 15,2025.
4. TIMETABLE FOR PLANS AND REPORTS.
Corporation shall submit to the City project plans and reports, including the following:
Quarterly Reports - By the 30th day of the first month following each quarter, (i.e., April 30, 2025), submit a Quarterly Progress Report for the previous quarter to the Real Estate Specialist ll.
Annual Report - By February 28,2025, submit a report outlining the proposed work program and budget for the current calendar year. This report shall be coordinafed with information contained in the previous year's submittal of the Advisory Board Annual Report to the Fairfield City Clerk in connection with the proposed levy of an assessment against businesses in the District.
Statement of Income and Expenses - Notwithstanding the termination date of this Agreement, Corporation shall submit to City by February 28,2025, a statement of iniome and expenses of Corporation in relation to the District, covering the period from Janu ary 1,2024 to December 31, 2024, for the District. The City shall have the right to request that each statement of income and expenses of Colporation in relation to the District be prepared by an lndependent Certified Public Accountant.
5. DISBURSEMENTS.
The budget for calendar year 2024, commencing January 1,2025, and ending December i1,2025, will be equal to the amount charged and collected by City from businesses within the District during that period. This amount is expected to be $53,000. No more lhan 25 percent of the assessment collected will be used to cover District programs management including, but not limited to, District mailings, Board meetings and supplies. The remainder of the budget will be spent on District promotlon activities; acquisition, construction, installation or maintenance of public improvements; marketing and advertising activities.
Disbursements shall be subject to Corporation providing a progress report for the prior quarter to City with each disbursement request. Corporation shall submit a iequest each quarter for the disbursement of the amount charged to businesses within the Distiict for calendar year 2025. Such request can be made no earlier than the 30th day of the month following the end of a calenda.l year quarter. For example, for tne calendar year quarter ending March 30th, Corporation can submit a
S:\EconDev Files\North Texas\NTSBA CSA\2025\FINAL NTSBA 2025 Admin Agreement,docx 6 request for disbursement on April 30th. However, any such disbursement request must be accompanied by a Quarterly Progress Report to City and supporting documentation of expenditures incurred during the quarter of the calendar year, and an itemized list of proposed expenditures for the remaining quarters of calendar year 2025. City may withhold payment of funds if not satisfied with the Corporation's work. Disbursement request must also contain a statement that no revenues disbursed bv CITY have been or will be used for purposes other than those authorized bv this Aqreement. Corporation shall provide a Tax ldentification number to City for billing purposes.
tf, after review of the request, the Real Estate Specialist ll determines that such request is reasonable and within the projected revenues from the District, he or she shall authorize the Finance Division to disburse additionalfunds to Corporation as they are received. lf the amount of assessment funds projected to be collected is lesi than the total budget, work program adjustments will be made. The amount to be disbursed shall not exceed the amount received from businesses within the District for calendar year 2025 (notwithstanding the addition of any interest payments).
Payment shall be made to Corporation at the address identified pursuant to the Notices Section below.
CORPORATION AN INDEPENDENT CONTRACTOR.
The Corporation, in the performance of the rights and obligations existing under this Agreement, shall act as and be an independent contractor and not an agent or employee of the City. The City shall not exercise control over the Corporation's meitrob of performance of its obligations or duties, except as set forth herein, and desires to obtain only an end result. The City shall have no liability or responsibility for payments of any wages or benefits to the Corporation's employees for whom the Corporation shall bear sole responsibility and liability.
BOOKS AND RECORDS.
The Corporation shall keep all related books and records in connection with the services performed under this Agreement for a period of at least three years, and agrees, upon the City's request, to make them available to the City or any authorized representative of the City for inspection during normal business hours.
PUBLIC MEETINGS.
All meetings of the Board of Directors or any group of representatives of the Corporation that would constitute a "legislative body" as defined in California Government Code section 54952 (a "committee or subcommittee") where proposed or approved District activities and/or expenditures (collectively, "District Matters") will be discussed shall be open to the public, including without limitation meetings held at District businesses, as required by the Ralph M. Brown Act, Government Code section 54950, ef seg. (the "brown Act"). Prior notice of such meetings, including an 7 8
s:\EconDev Fites\North Texas\NTSBA CSA{2025\FINAL NTSBA 2025 Admin Agreement.docx agenda prepared and posted in accordance with the Brown Act, of the District Matters to be discussed and the time and location of the meeting, shall be given in accordance with the Brown Act. No District Matters shall be discussed at any meeting of the Board of Directors or a committee or subcommittee unless such public notice has been given.
Notwithstanding the foregoing, the Board of Directors shall be permitted to meet in sessions closed to the public, so long as any such closed session conforms to the requirements of the Brown Act.
The City shall, at the request of the Corporation, post notices and agendas prepared and provided by the Corporation for Corporation meetings on the City's website and other locations along with notices of other City meetings.
9. DATA SHARING.
Each party, upon the request of the other, shall make available to the other any additional information in its possession as may be reasonably necessary to operate and administer activities for the District.
10. COLLECTION OF ASSESSMENTS.
The Corporation understands and agrees that the levy of Assessments by the City shall be in the sole discretion of the City Council. No provision of this Agreement shall be construed as a promise, warranty or agreement by the City to levy Assessments against businesses in the District. The City shall have no liability to the Corporation for its decision to not levy Assessments or in connection with the amounts of any Assessments levied. The Corporation understands and agrees that the Ordinance may be amended from time to time by the City Council. In any calendar year, if the City levies Assessments against businesses in the North Texas Street Business District, pursuant to the terms of the Ordinance, the City shall collect Assessments to finance District improvements and activities.
11.USE OF FUNDS: AUDIT REPORT.
The Corporation may expend any funds received pursuant to this Agreement only for the purposes authorized by the Ordinance and only in accordance with the Annual Report, including the budget, as approved by the City Council for the applicable calendar year. The Corporation will establish and maintain on a current basis an adequate accrual accounting system in accordance with generally accepted accounting principles and standards. The system shall detail all costs chargeable to the Districi underthis Agreement and shall substantiate all such costs, meeting acceptable standards for major public entities in Northern California and complying with any applicable Federal standards. The system shall meet the minimum calendar and internal control requirements as reasonably determined by the City. In addition, within 120 days after the end of each calendar year or the effective date of a termination pursuant to Section 2 above, the City shall have the right to request
S:\EconDev Fites\North Texas\NTSBA CSR\ZOZSW|I IAL NTSBA 2025 Admin Agreement'docx that the Corporation submlt to the Economic Development Division Manager an audit report, prepared by a person or company reasonably approved by the City in accordance with the City's policies, of the District's expenditures and completed activities for the preceding calendar year.
l2.ASSIGNMENT.
The parties agree that the identity, expertise and experience of the Corporation are material considerations for this Agreement. The Corporation shall not assign or transfer any interest in this Agreement nor the performance of any of the Corporation's obligations hereunder without the prior written consent of the City. 1 3. NO OTHER CONTRACTS.
During the term of this Agreement, City agrees that it shall not contract with any other person or entity to operate and administer the District.
14. INDEMNIFICATION OF CIry.
Corporation shall hold harmless, defend and indemnify City and its elective and appointive boards, commissions, officials, officers, agents, employees, and volunteers from and against any and all liability, loss, damage, expense, costs (including, without limitation, attorney's fees and costs of litigation) of any nature arising out of or in connection with: (a) the negligence or willful misconduct of Corporation or its officlals, officers, agents, employees and volunteers; (b) Corporation's performance of its obligations and conduct of its agents under this Agreement; or (c) Corporation's failure to comply with any provision of this Agreement; except such loss or damage which was caused by the gross negligence oiwillful misconduct of the City or its officials, officers, agents, employees, and volunteers.
1 5. INSUMNCE REQUIREMENTS.
Without limiting the Corporation's indemnification of the City, the Corporation agrees to have and m-aintain the policies set forth in EXHIBIT A, entitled INSURANCE which is attached hereto and incorporated herein by this reference. All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. The Corporation agrees to provide the City with copies of said policies, ce_rtificates and/or endorsementJbefore work commences under this Agreement. The City shall have the right to treat any violation of this Section as a material breach of this Agreement and shall have the right to terminate this Agreement immediately and pursue any and all legal or equitable remedies for such breach.
S:\EconDev Files\North Texas\NTSBA CSA\2O2S\FINAL NTSBA 2025 Admin Agreement'docx 1 6. NONDISCRIMI NATION.
The Corporation shall not discriminate, in any way, against any person on the basis of age, sex, race, color, creed, sexual orientation, marital status, disability or national origin in connection with or related to the performance of this Agreement.
17. CONFLICT OF INTEREST.
The Corporation shall at all times avoid conflict of interest or appearance of conflict of interest in the performance of this Agreement. The Corporation shall disclose to the City any conflict of interest, or potential conflict of interest, which exists or arises at any time during the term of this Agreement within a reasonable time after discovery of such conflict of interest by the Corporation. The City shall have the right to treat any violation of this Section as a material breach of this Agreement, and shall have the right to terminate this Agreement immediately and pursue any and all legal or equitable remedies for such breach.
18.WAIVER.
The City and the Corporation agree that waiver by the City or the Corporation of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. 19, NOTICES.
All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows:
To City: Community Development Department
Economic DeveloPment Division
City of Fairfield
1000 Webster Street, 2nd Floor
Fairfield, CA 94533-4883
Attention: Jennifer Rice, Real Estate Specialist ll
Phone (707) 428-7727
Fax: (707) 425-2594
To Corporation:North Texas Street Business Association
1111 Webster Street
Fairfield, CA 94533
Attention: Executive Director
Phone (707) 425-4625
Fax (707) 425-0826
S:\EconDev Files\North Texas\NTSBA CSA\2O2S\FINAL NTSBA 2025 Admin Agreement.docx or to Such other address or addressee as may be designated by notice in accordance with this Section. Notice shall be deemed effective on the date personally delivered or, if mailed, upon receipt.
A copy of any notice of a legal nature, including, but not limited to, any claims against the City, its officers or employees shall also be served in the manner specified above to the following address:
City of Fairfield
City Attorney
1000 Webster Street, 4th Floor
Fairfield, CA 94533-4883
20. PRIOR AGREEMENTS AND AMENDMENTS.
This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to the matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to the matters covered hereunder. This Agreement may be modified only by a written amendment duly executed by both parties to this Agreement.
21. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California
22.TIME OF ESSENCE.
Time is of the essence of each and every provision of this Agreement.
23.ATTORNEY'S FEES.
lf a legal action or proceeding is brought by any party because of default under this Agreehent, or to enforce a provision hereof, the prevailing party therein_ shall be entitled, in addition to any other relief, to recover reasonable attorney's fees and court costs from the losing party as determined by the court in which said action or proceeding is pending.
WITNESS THE EXECUTION HEREOF the day and yearfirst hereinabove written. [Signatures appear on the following page.]
S:\EconDev Files\North Texas\NTSBA CSA\2025\FINAL NTSBA 2025 Admin Agreement'docx ATTEST:CITY OF FAIRFIELD,
a municipal corporation
City Clerk
David Gassaway, City Manager
NORTH TEXAS STREET
BUSINESS ASSOCIATION,
a California nonprofit
By:
Print Title
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EXHIBIT A
INSURANCE RESUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or emploYees.
1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. lf Commercial General LiaOility or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 - any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage.
c) Workers' Gompensation insurance as required by the State of California and Employers' Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease.
2) rNpusrRY sPEclFlc covERAGES
lf checked below, the following insurance is also required. n
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Professional Liability lnsurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability lnsurance in the minimum amount of $1,000,000 per occurrence Garage Keepers lnsurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of MCS-9O Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder's Risk / Course of Construction lnsurance in the minimum amount of $_.
s:\EconDev Fites\North Texas\NTSBA CSA\ZOZSW|t IAL NTSBA 2025 Admin Agreement.docx 3) INSURANCE PROVISIONS
a) 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 the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, polluiion liability, garage keepers liability and builder's risk policies) are to contain, or be endorsed to contain, the following provisions:
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used bythe CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT'S insurance coverage shall Oe primary insurance as respects the CITY, its officers, officials, employees and votunteers. Any insurance or self-insured maintained by the Clry, its officers, officials, emptoyees or volunteers shall be excess of the CONSULTANT'S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including ' breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the CITY. vi) The policy limits of coverage shall be made available to the full limits of the ' policy. fhe minimum limits stated above shall not serve to reduce the CON-SULTANT'S policy limits of coverage. Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agieement, or (2) the broader coverage and maximum limits of coverage of any insurance poiicy or proceeds available to the named insured, whichever is greater.
S:\EconDev Fites\North Texas\NTSBA CSRtZOZStpttIAL NTSBA 2025 Admin Agreement.docx c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current AJvl. Besfs rating of no less than A:Vll, unless otherwise acceptable to the Clry.
VER|F|CAT|ON OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person -authorized by that insurer to bind coverage on its behalf; on forms equirl=alent tb CC 20 10 11 85, subject to CITY approval; and submitted electronically thiough the Exigis insurance system to: [email protected]. All insurJnce certificates and endorsements are to be received and approved by the Clry before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. d)CONSULTANT shall require all subcontractors to procure and maintain in
CONSULTANT
CONSULTANT
CONSULTANT.
surance policies subjectto the requirements of Exhibit D. Failure of to verify existence ofsub-contractor's insurance shall not relieve from any claim arisingfrom sub-contractors work on behalf of
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