06-0405_CHAMBER OF COMMERCE, SJC_License & Indeminity Agr0
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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.
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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
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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
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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
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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
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EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
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Exhibit A N CityGiss
Copyright ® 2004, All Rghts Reserved
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