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HomeMy WebLinkAbout2023-024.2 - Betsy Hess dba FH Farmers Market1 Contract No. 2023-024.2 SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BETSY HESS D/B/A FH FARMERS MARKET THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Second Amendment”) is entered into as of July 1, 2023, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Betsy Hess dba FH Farmers Market, a sole proprietorship (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Professional Services Agreement (the “Agreement”), dated July 1, 2022, and amended via Amendment No. 1, dated July 25, 2022, for the Consultant to provide Logistics for the Town Farmers’ Market (the “Services”). All capitalized terms not otherwise defined in this Second Amendment have the same meanings as contained in the Agreement. B. The Town has determined that it is necessary to extend the Agreement with the Consultant for Services. C. The Town and the Consultant desire to enter this Second Amendment to amend the Agreement to replace the scope to address the Fiscal Year 2024 dates. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows: 1. Exhibit A is hereby replaced with Exhibit A-1, as attached, and is incorporated by this reference. 2. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 3. Non-Default. By executing this Second Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to 2 this Second Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this Second Amendment are forever waived. 4. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 5. China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 6. Conflict of Interest. This Second Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] 7 ATTESTED TO: _______________________________ Linda G. Mendenhall, Town Clerk APPROVED AS TO FORM: ________________________________ Aaron D. Arnson, Town Attorney ____________________________________ Rachael Goodwin, Interim Town Manager “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation FOR THE CONTRACTOR: __________________________ By: _______________________ Name:_____________________ Title: ______________________ Betsy Hess dba FH Farmers Market, a sole proprietorship Betsy Hess (May 8, 2023 16:00 PDT) Betsy Hess Manager Betsy Hess Aaron Arnson (May 9, 2023 09:40 PDT) Aaron Arnson Rachael Goodwin (May 9, 2023 12:01 PDT) Rachael Goodwin EXHIBIT A-1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND MARY HESS D/B/A FH FARMERS MARKET [Scope] See following pages. Farmers Market Scope/Roles/Responsibilities Wednesdays November 2, 2023-April 12, 2024 Hours 10:00 AM-2:00 PM Additional Dates at No Cost Include: December 2, 2023 Roll in the Glow 5-8 PM-The Town has the right to select the appropriate vendor(s). Consultant/Promoter Responsibilities: 1. The event promoter, Betsy Hess, is responsible for overseeing the set-up, event show, and tear down. 2. Vendor list must be submitted 30 days prior to the start date. Additional vendors that are added throughout the year must be submitted at least one week in advance. 3. The event promoter, Betsy Hess, must submit a site plan, a Fountain Hills business license, and certificate of insurance at least 30 days prior to the start of the event. 4. The event promoter is responsible for submitting content for the Fountain Hills Insider for the 2023 Fall edition By July 25, 2023. The winter and spring 2024 edition deadline is October 24, 2023. 5. The event promoter is responsible for submitting weekly attendance reports to the Town of Fountain Hills. 6. A minimum of ten vendors are required each week. 7. All vendors are required to have a current fountain hills business license. The event promoter, Betsy Hess will be assessed a $250 penalty fee for any vendors selling that do not have a business license. 8. Payments: The promoter, Betsy Hess, agrees to pay the town $50 per week. Payments can be submitted on a monthly basis. 9. Products shall include local, chemical-free, organic produce from many local farmers, farm fresh eggs, meat, cheese, bread, sweets, coffee & tea, sauces, seasonings and many other locally made artisan products. Additional products can include homemade soaps and bath products, flowers, and dog treats. All products must be handmade. Ninety percent of the total number of vendors must be food related. A Farmer is preferred at all weekly markets. Handmade and local products are preferred. Vendor Responsibilities (Enforced by Consultant/Promoter): 1. Vendor list must be submitted 30 days prior to the start date. Additional vendors that are added throughout the year must be submitted at least one week in advance. 2. All vendors are required to have a current fountain hills business license. The event promoter, Betsy Hess will be assessed a $250 penalty fee for any vendors selling that do not have a business license. 3. All vendors are required to secure tents or canopies with weights or sandbags. The Town of Fountain Hills will assess the event promoter, a penalty fee for each vendor that is not in compliance. 4. Vendors are required to leave pedestrian walking path open to the public and blocking a pathway is prohibited. 5. Vendor Penalty Fee a. 1st Offense $250 b. 2nd Offense $275 6. Products shall include local, chemical-free, organic produce from many local farmers, farm fresh eggs, meat, cheese, bread, sweets, coffee & tea, sauces, seasonings and many other locally made artisan products. Additional products can include homemade soaps and bath products, flowers, and dog treats. All products must be handmade. Ninety percent of the total number of vendors must be food related. A Farmer is preferred at all weekly markets. Handmade and local products are preferred. 7. Two sponsor booths are permitted each week. 8. Artist will have 2 hours prior to set up and 2 hours after the close of the event to tear down. 9. All vendors shall allow the Town of Fountain Hills to inspect their booth at any time, with or without notice, so as to maintain the integrity. 10. The artists are not permitted to park on Avenue of the Fountains, local businesses, and surrounding amenities. Parking on the Avenue of the Fountain is only permitted during set up and tear down. 11. All advertising on Town Property must adhere to the Town sign codes. Town Responsibilities: The Town of Fountain Hills will support the Farmer’s Market by allowing advertising within parks, kiosks, and in the “In the Loop” magazine. All collateral posted on Town property must be approved by Town of Fountain Hills.