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06-0405_CHAMBER OF COMMERCE, SJC_License & Indeminity Agr0 0 LICENSE AND INDEMNITY AGREEMENT FOR CONDUCTING DOWNTOWN FARMER'S MARKET THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and entered into as of April 5, 2006, by and between CITY OF SAN JUAN CAPISTRANO a public body corporate and politic ("City"), and the SAN JUAN CAPISTRANO CHAMBER OF COMMERCE ("Licensee") with reference to the following facts: A. City is the owner of that certain real property located at the intersection of Camino Capistrano and Yorba Street in the City of San Juan Capistrano, County of Orange, State of California, and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference ("Property"). B. Licensee desires to use portions of the Property to conduct a once weekly open-air Farmer's Market ("Permitted Activities"), selling products directly from the farm to create urban vitality and street life in the downtown and City desires to grant Licensee permission to engage in the Permitted Activities on the Property. NOW THEREFORE, in consideration of the mutual covenants and obligations of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. License. City hereby grants Licensee and its representatives and agents a revocable license to enter the Property and engage in the Permitted Activities. In performing the Permitted Activities, neither Licensee nor its agents or representative shall: (i) cause any damage to the Property or any improvements thereon; or (ii) interfere with the occupants of, or business operations on, the Property. All persons entering onto the Property pursuant to this Agreement shall do so at their own risk. 2. Description of Event. Licensee will conduct a once weekly open-air Farmer's Market selling products directly from the farm to create urban vitality and street life in the downtown. The vendors will only sell what they grow and produce such as, fruits, nuts, vegetables, grains, dairy products, syrups, honey, meat, fish and flowers. Term: The term of this License will be from April 4, 2006 to April 4, 2007. Frequency: Every Wednesday, from 3-6 p.m. (Set up allowed to begin at 2 p.m. and break down no later than 8 p.m.) Rain or shine. Location: Primarily on Yorba Street between Camino Capistrano and EI Camino Real and a portion of the Veteran's Park as needed. Street closures: Yorba Street between Camino Capistrano and EI Camino Real will be closed. Page 1 of 6 roalki Lel M 1] 0 Set Up: The event may have as many vendors that can reasonably, safely and legally be allowed to reside in the location, and no more than 40. Automobile access into the "market area" will be limited to vendors only. No permanent improvements are allowed for this event. Each vendor area will consist of sufficient spaces for a vehicle, table for display of products, and a canopy. 3. Responsibilities of the Licensee. a. Farmers that engage in the sale of farming goods shall be required to meet all license requirements and/or sales permit regulations as stipulated by the City's Municipal Code. b. The Licensee shall provide a copy of the contract between the Licensee and Private Farmer's Market Manager with contact information so that the City can ensure and enforce safe operations of the event. c. The Licensee shall promote and market the event. d. Licensee shall submit a program for "set up of the event and tear down of event." Program shall be submitted to the City within two weeks of the execution of this License. e. Licensee shall submit evidence that all permits required by the Orange County Health Department and County Department of Agriculture are current. f. During the months of June, July, August, and September, the Licensee and its Farmer's Market Manager shall cooperate with the City of San Juan Capistrano in order to accommodate the San Juan Summer Nites Concert Series and Shop & Dine Expo. g. The Farmer's Market may provide its own electricity through free standing generators or connect to existing electrical panels located in the adjacent parking lots. h. Licensee and Farmer's Market Manager will agree to provide a vendor space for any San Juan Capistrano grown, farming goods representative. 4. Responsibilities of the City. In exchange for the Licensee's efforts and dedication to attract residents into the downtown, the City will provide support to the Farmer's Market in the form of the following items: a. Public Works assistance with the weekly closure of Yorba Street. This Page 2 of 6 0 0 includes the delivery of necessary barricades, signs, needed for street closure. b. Support with information placed on the City's official website. 5. Revocation of License. The license granted pursuant to this Agreement shall be revocable by City at any time, effective immediately upon notice from City to Licensee. The revocation shall in no way prejudice any of the rights and remedies available to City at law or in equity, and Licensee acknowledges and agrees that all of the obligations and responsibilities of Licensee under this Agreement shall continue and survive such termination. 6. Permits and Approvals: Standard of Work. At its sole cost and expense, Licensee shall obtain all governmental permits and authorizations required in order to engage in the Permitted Activities. Licensee shall comply, and shall cause its agents and representatives to comply, with all laws, codes, rules, regulations and permits applicable to the Permitted Activities. All Permitted Activities shall be performed in accordance with the highest standards and practices in the industry. 7. Liens. Licensee shall keep the Property free and clear of all mechanics', material men's and other liens resulting from the Permitted Activities. 8. Insurance. The Licensee shall maintain in full force and effect comprehensive general liability coverage, including premises operations, products/completed operations, broad form property damage and blanket contractual liability in the following minimum amounts specific to the Farmer's Market: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. Proof of liability insurance shall be in the form of: (1) an insurance certificate; and (2) an endorsement liability form. The City and Redevelopment Agency shall be added as additionally insured to the insurance policies required under this Memorandum of Understanding. These policies shall not terminate nor shall they be canceled, nor the coverage reduced throughout the duration of the Farmer's Market. The Licensee shall provide the City 30 days advance written notice regarding changes to this coverage. 9. Indemnification; Restoration of Property. Licensee shall indemnify, defend, protect and hold City harmless from and against all claims, causes of action, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and consultants' fees and costs) caused by or arising in connection with the Permitted Activities and the entry onto the Property by Licensee Page 3 of 6 0 0 and/or its agents and representatives. Licensee's indemnification and defense obligations pursuant to the foregoing shall apply to, without limitation: (i) personal injury (including, without limitation, sickness, disease or death), property damage and nuisance; (ii) any pollution or contamination, to the extent that Licensee or its agents or representatives shall have contributed to or exacerbated any condition on the Property with respect to the presence of chemicals, petroleum products, hazardous materials or other controlled or regulated substances (including, without limitation, any investigation, repair, clean-up, remediation and treatment); (iii) any liens, claims, demands, actions or suits arising from the Permitted Activities; and (iv) any costs of enforcement of any provision of this Agreement. Following City's revocation of the license granted pursuant to this Agreement and/or the completion of the Permitted Activities, Licensee shall restore the Property to the condition in which it existed prior to the Permitted Activities. 10. Notices. All notices given pursuant to or in connection with this Agreement shall be in writing and shall be transmitted either by personal delivery, or a nationally recognized overnight courier which keeps receipts of delivery (such as Federal Express), or United States Mail (first class, postage prepaid, certified, return receipt requested). Notices shall be effective upon delivery, if delivered by personal delivery or overnight courier, or three (3) business days after mailing, if mailed in accordance with the above. Notices to the respective parties shall be sent to the following addresses, unless written notice of a change of address has been previously given pursuant hereto: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attention: City Manager To Licensee: San Juan Capistrano Chamber of Commerce P.O. Box 1878 San Juan Capistrano, California 92693 Attention Chamber President 11. Authority. Each signatory hereto warrants to the other party its authority to sign on behalf of the party for whom its purports to sign. 12. Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. 13. No Oral Modification. No alteration or variation of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto. 14. Successors and Assigns. Licensee may not assign any of its rights under this Agreement, either voluntarily or by operation of law, without City's prior written Page 4 of 6 0 consent. No assignment by Licensee shall release Licensee from any liability under this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. 15. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. 16. Counterparts. This Agreement may be executed in counterpart signature pages which, when attached to this Agreement, shall constitute one fully executed document. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. "LICENSEE" Charli argt(, President 3—Zo_Di Approve as to Form IMM-11"Mew E111 ATTEST: R. Monahan, City Clerk Page 5 of 6 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Page 6 of 6 mu " Copyn*CM 2000 rage t or 1 Scale: 1" = 77 Exhibit A N CityGiss Copyright ® 2004, All Rghts Reserved The irkamation curtained herein i s the proprietary %f Farmers Market Event Area properly d the codributas supplied aider license and `�:w,�;,; ✓ may not be reproduced except as licenced by D gital Map Products http://maps.digitalmapcentral.comlproductionICityGIS 5lCityGIS5_5.17.21index.html 3/22/2006