AGREEMENT FOR SERVICES
DOWNTOWN PLEASANT HILL FARMERS’ MARKET
This Agreement is made and entered into as of the __th_day of _____, 2025, by and between the City of Pleasant Hill ("City") and Contra Costa Certified Farmers’ Markets, ("CCCFM").
RECITALS
A. CCCFM is specially experienced, licensed, and competent to perform the special services which will be required by this Agreement; and
B. CCCFM possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.
AGREEMENT
1. Farmers’ Market. CCCFM shall make all necessary arrangements for, and conduct, a certified farmers’ market to be held in the City of Pleasant Hill, called the Pleasant Hill Farmers’ Market (“Market”), every Saturday from 9:00 a.m. to 1:00 p.m. from May 2, 2026, until April 28, 2029.
2. Term. This Agreement shall remain in effect through April 28, 2029, contingent upon the City’s annual approval of CCCFM’s Special Event Permit. This agreement may be terminated before April 28, 2029, pursuant to the Section 26 of this Agreement.
3. Location. The Market will be located primarily on Trelany Road.
4. Vendors. CCCFM will provide space for:
a. California Certified Agricultural Producers.
b. Non-Certifiable Agricultural Producers (such as Dairy, Meat, Poultry, etc.). c. Producers of artisan food and non-food items.
d. Community organizations and business sponsors.
e. Participants as identified in the annually approved Special Event Permit.
5. Portable Restroom and Wash Station.
For the first year of the event only, CCCFM may request on a quarterly basis, and City shall reimburse CCCFM, for the cost of the Portable Restroom/Wash Station, including delivery and pickup, for a total amount not to exceed $8,500.
6. Permits and Regulations.
a. Pursuant to Municipal Code Section 6.20.200 and prior to Market operation, CCCFM shall obtain a Special Event Permit from the City of Pleasant Hill. The Special Event Permit is an annual permit subject to the review and approval of the City, and shall be submitted by CCCFM to the City no later than April 30th of each year during the term of the Agreement.
b. Prior to operation, CCCFM shall obtain a health permit from Contra Costa Environmental Health Division.
c. This Market shall be in compliance with all Police and Fire regulations applicable to the event.
d. The Traffic Control Plan shall be provided to the Pleasant Hill Police Department.
CCCFM shall comply with any changes to the Traffic Control Plan required by the Police Department.
7. Annual Update to City Council. CCCFM shall provide a report to the City Council each March (beginning in 2027) during the term of this Agreement to give a status update on the Market, and answer questions and receive input from the Council.
8. Market Contact. CCCFM shall provide the Economic Development Manager and Police Department with the name and phone number of an on-site Market manager.
9. Failure to Comply. Failure by CCCFM to comply with any material condition of this Agreement may result in the termination of this Agreement, at the City’s election and per Section 26 of this Agreement.
10. Independent Contractor. It is understood that CCCFM, in performing the work and services agreed herein, shall act as an independent contractor and shall not act as an agent or employee of the City. CCCFM shall obtain no rights to retirement benefits or other benefits that accrue to City employees, and CCCFM hereby expressly waives any claim it may have to any such rights.
11. Interest of CCCFM. CCCFM (including principals, associates, and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of CCCFM's services hereunder.
CCCFM further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
CCCFM is not a designated employee within the meaning of the Political Reform Act because CCCFM will not:
a. Make a governmental decision whether to:
i. Approve a rate, rule, or regulation;
ii. Adopt or enforce a law;
iii. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; iv. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires agency approval;
v. Grant City approval to a contract that requires agency approval and to which the City is a party, or to the specifications for such a contract; vi. Grant City approval to a plan, design, report, study, or similar item; vii. Adopt, or grant City approval of, policies, standards, or guidelines for the agency, or for any subdivision thereof; or
b. Serve in a staff capacity with the City and in that capacity participate in making a governmental decision as defined in 2 California Code of Regulations (“C.C.R”) § 18704(a) and (b) or perform the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code under 2 C.C.R. § 87302. (2 C.C.R. § 18700.3.)
12. Professional Ability of CCCFM. City has relied upon the professional training and ability of CCCFM to perform the services hereunder as a material inducement to enter into this Agreement.
CCCFM shall therefore provide properly skilled professional and technical personnel to perform all services under this Agreement. All work performed by CCCFM under this Agreement shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in CCCFM’s field of expertise.
13. Amendments. This Agreement may be modified or amended only by a written document executed by both CCCFM and City and approved as to form by the City Attorney.
14. Indemnity. CCCFM agrees to defend, indemnify and hold harmless the City, its officers, agents, employees and volunteers from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses in connection therein), arising out of the performance of this Agreement, except for any such claim arising out of the sole negligence or willful misconduct of the City, its officers, agents, employees or volunteers.
15. Insurance Requirements.
a. Insurance Policies. CCCFM, at CCCFM's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies. To the extent that any portion of the following requirements are satisfied through excess or umbrella coverage, such coverage shall be maintained on the same terms as are required for the primary policies under this Agreement.
i. Workers' Compensation Coverage. CCCFM shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for his/her employees in accordance with the laws of the State of California. In addition, CCCFM shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, employees and volunteers for losses arising from work performed by CCCFM for City. ii. General Liability Coverage. CCCFM shall maintain commercial general liability insurance in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
iii. Automobile Liability Coverage. CCCFM shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the CCCFM arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence.
b. Policy Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing a Best's rating of no less than A:VII and shall be endorsed with the following specific language:
i. The City of Pleasant Hill, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CCCFM, including materials, parts or equipment furnished in connection with such work or operations.
ii. This policy shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it.
If CCCFM maintains higher insurance limits than the minimums specified herein, City shall be entitled to coverage for the higher limits maintained by the CCCFM. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring CCCFM.
iv. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers.
v. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.
c. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, CCCFM shall demonstrate financial capability for payment of such deductibles or self-insured retentions.
d. Certificates of Insurance and Endorsements. CCCFM shall provide certificates of insurance with original endorsements to City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. e. Wasting Policies. No policy required herein shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).
f. Waiver of Subrogation. CCCFM hereby agrees to waive subrogation which any insurer or contractor may require from CCCFM by virtue of the payment of any loss. CCCFM agrees to obtain any endorsements that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. g. Vendors General Liability Coverage. CCCFM shall require all vendors to obtain and maintain general liability coverage in the amount of not less than one million dollars ($1,000,000).
h. Vendors Automobile Liability Coverage. CCCFM shall require all vendors to obtain and maintain automobile liability coverage in the amount of State mandated minimums.
16. Compliance with Laws. CCCFM shall use the standard of care in its profession to comply with all applicable federal, state and local laws, codes, ordinances and regulations.
17. Licenses. CCCFM represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of CCCFM to practice its profession. CCCFM represents and warrants to City that CCCFM shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance and approvals which are legally required of CCCFM to practice its profession. CCCFM shall maintain a City of Pleasant Hill business license.
18. Controlling Law Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this Agreement shall be held exclusively in a state court in the County of Contra Costa, Martinez, California.
19. Authority. The CCCFM warrants that the person who signs this document has the full authority to do so, and that person’s signature shall bind the CCCFM to each and every term and condition of this agreement.
20. Effect. This Agreement, and each of its terms and conditions, shall inure to the benefit of, and be binding upon the heirs, successors, executors, and assigns of the parties to the contract.
21. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and CCCFM. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in total by this Agreement.
22. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
23. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
24. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
25. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience and competence of CCCFM. Assignments of any or all rights, duties or obligations of the CCCFM under this Agreement shall be permitted only with the express consent of the City. CCCFM shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, CCCFM shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
26. Termination. This Agreement may be terminated as noted below:
a. In the event of a Force Majuere, this agreement may be terminated by either party.
b. Other than a Force Majuere event, for any failure to comply with this Agreement, the City shall notify CCCFM, in writing (see Section 27), and CCCFM shall have thirty (30) days to come into compliance with the terms of the Agreement. This cure period may be extended by the City Manager. If, after thirty (30) days, CCCFM has not cured the noncompliance, the City may proceed to terminate this Agreement.
27. Written Notification. Any notice, demand, request, consent, approval or communication regarding compliance with this Agreement that either party desires or is required to give to the other party shall be in writing and either served personally or sent prepaid, first class mail. Any such notice, demand, etc. shall be addressed to the other party at the address set forth herein below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Pleasant Hill
Attn: Economic Development Manager
100 Gregory Lane
Pleasant Hill, CA 94523-3323
If to CCCFM: Contra Costa Certified Farmers’ Market, Inc. 1155C Arnold Drive #276
Martinez, CA 94553
Any communications regarding the day-to-day ongoing operation of the market may be made by email to the Pleasant Hill City Manager, Economic Development Manager and City Planner.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed on the day first written above.
CITY OF PLEASANT HILL: CONTRA COSTA CERTIFIED FARMERS’
MARKETS:
__________________________ By: Staci DeShasier 10/30/25 Ethan Bindernagel, City Manager
Title: Executive Director
APPROVED AS TO FORM: ATTEST:
__________________________ _________________________
Janet E. Coleson, City Attorney City Clerk
Attachments: Exhibit A – Farmers’ Market Site Plan
Exhibit B – Traffic Control Plan
Farmers BOOTHS 7-29
& Cooking BOOTHS 1-6
Non-Farmer BOOTHS 32-41
Music/entertainment
#32-41
#22-31
#1-6
#7-21
kids zone customer parking
community outreach
city outreach
road closed
signage
Pleasant Hill Farmers’ Market
*Not drawn to scale
VENDOR parking Exhibit A
X
customer parking
“trelany road closed to thru traffic” signage
provided by city *double sided at gregory
*Not drawn to scale
1 2
3 X
X
“road closed”
Signage and Barrier Provided by City.
R3-1 no right turn
R3-2 No Left turn
signage provided by city
Set cones at Taper (page 2)
cones provided by city
4 Exhibit B
4