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12-0506_CHAMBER OF COMMERCE, SJC_D5_Agenda Report 4/6/2010 AGENDA REPORT D5 TO: Joe Tait, City Manage FROM; Douglas D. Dumhart, Economic Development Manager SUBJECT: Consideration of a License and Indemnity Agreement for Conducting Downtown. Farmers Market (Sari Juan Capistrano Chamber of Commerce), RECOMMENDATION: By motion, approve a two-year license agreement with the San Juan Capistrano Chamber of Commerce for the use of Yorba Street to conduct a Farmers Market for the period May 6,.2010 through May 6, 2012, SUMMARY: The City Council approved a weekly Farmers Market in the downtown on March 4, 2003, at the request of the Old Capistrano Merchants Association, who at the time was an arm of the Chamber of Commerce. The Farmers Market has been independently operated by a Farmers Market manager who assumed oversight after the Merchant Association disbanded. The Farmers Market manager works on behalf of the Chamber of Commerce and is responsible for the weekly set-up, maintenance and coordination of the market and site. The Chamber of Commerce is requesting a two-year extension to the License and Indemnity Agreement for Conducting Downtown Farmers Market (Attachment f) until such time as major redevelopment occurs. The Market's management operations, under the Chamber of Commerce, have provided seamless management of the Farmers Market. For seven years, the Farmers Market has a proven track record for providing fresh goods weekly in the heart of the downtown. Staff is recommending that the City Council approve the License and Indemnity Agreement (Attachment 2) for continuance of the Farmers Market for an additional two years. FINANCIAL CONSIDERATIONS: The City donates traffic barricades for street closure. Drop-off and pick-up of traffic control devices equates to approximately $5,200.00 in soft costs to the City annually. Agenda Report Wage 2 April 5, 2010 PUBLIC NOTIFICATION: San Juan Capistrano Chamber of Commerce Ron LaCance - Farmers Market Manager RECOMMENDATION: By motion, approve a two-year license agreement with the San Juan Capistrano Chamber of Commerce for the use of Yorba Street to conduct a Farmers Market for the period May 6, 2010 through May 6, 2012_ Resp tfu!!y submitte Prepared by: Douglas D. Dumhart Joan Ross Economic Development Manager Administrative Coordinator Attachment 1. Letter requesting License Agreement extension 2. . License and Indemnity Agreement SAN JUAN CAPISTRANO Chamber of Commerce February 23, 2010 Mayor Dr. Lon Uso San Juan Capistrano City Council Members Re: License and Indemnity Agreement for Conducting Downtown Farmer's Market - . Dear Mayor& City Council Members: The San Juan Capistrano Chamber of Commerce requests that the City of San Juan Capistrano extend the License and indemnity Agreement referenced above which was entered into on May 6, 2008 with the term ending May 6, 2010. The Farmers Market has been in existence for seven years and residences have became accustomed to them fresh weekly farm goads conveniently located in the heart of town. The Farmers Market has a successful proven track record and we desire to continue the Farmer's Market until such time as major redevelopment occurs. Our request is that the Farmer's Market License agreement be extended until May 6, 2012. Sincerely, Karen Richesin Executive Director Lacivt on 31421 La Matanza S.. C Iai.jng Address. P.o 3ox ,878. San,yuan Capistrano Ca'Ffo=„ja 9203 Phone: ;949j.93.4700-Fax (949)489-2695 m ei st1( ;;,anitlatl hand ie{.:; '_,''u"JebSite'.si+tN'dr sanjuanc:hamte<. Can', ATTACHMENT 1 LICENSE AND INDEMNITY AGREEMENT FOR CONDUCTING DOWNTOWN FARMERS MARKET THIS LICENSE AND INDEMNITY AGREEMENT („Agreement') is made and entered into as of May 6, 2010, 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 Grange, 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 Farmers 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 Farmers Market selling product 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. The Farmers Market may also have booths for San Juan Capistrano business owners on the last Wednesday of the month, who are members of the Chamber and maintain a physical address 'within the city limits, to showcase their goods, products, services and wares, No more than three booths may be used for chamber members. Term: The term of this License will be from May 6, 2010 to May 6, 2012. Frequency: Every Wednesday, from 3-6 p.m. (Set up allowed to begin at 2 p.m. and break down no later than 6 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. Page 1 of 7 ATTACHMENT 2 Street closures: Yorba Street between Camino Capistrano and El Camino Real will be closed, Set Up: The event may have as many vendors that can reasonably, safely and legally be allowed to locate in the "market" area, 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 Farmers Market Manager with contact information so that the City can ensure and enforce safe operations of the event. c. The Licensee small promote and market the event. d. Licensee shall submit evidence that all permits required by the Orange County Health Department and County Department of Agriculture are current. e. During the months of Jane, July, August, and September, the Licensee and its Farmers Market manager shall cooperate with the City of San Juan Capistrano in order to accommodate the San Juan Summer Nites Concert Series. f. The Farmers Market may provide its own electricity through free standing generators or connect to existing electrical panels located in the adjacent parking lots. g. Licensee and Farmers Market manager will agree to provide a vendor space for any San Juan Capistrano grown, farming goods representative. 4. Res onsibilities of the Cjtv. In exchange for the Licensee's efforts and dedication to attract residents into the downtown, the City will provide support to the Farmers Market in the form of the following items: a. Public Works assistance with the weekly closure of Yorba Street. This includes the delivery of necessary barricades, signs, needed for street Page 2of7 closure. b. Support with information placed on the City's official website. b. 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_ d. 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. B. Insurance. Throughout the term of this Agreement, Licensee shall maintain in full force and effect Comprehensive General Liability coverage; in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. 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. 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 Agreement, These policies shall not terminate nor shall they be canceled, nor the coverage reduced throughout the duration of the Farmers Market, The Licensee shall provide the City 30 days advance written notice regarding changes to this coverage. 9. Indemnification; Restoration of Propeay. 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 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 Page 3 of 7 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 casts 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: Douglas D. Dumhart To Licensee: San Juan Capistrano Chamber of Commerce P.O. Box 1878 San Juan Capistrano, California 92693 Attention: Chamber President 11. Authori . 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 Asci ns. Licensee may not assign any of its rights under. this Agreement, either voluntarily or by operation of law, without City's prior written 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 Page 4 of 7 0 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. Countess, 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 elate first above written. [Signatures on following page] i Page 5 of 7 "CITY" Dr, Londres Uso, Mayor "LICENSEE" Lafty rn er President Approve as to Form C1mar rAIval. City Attorney .�. ATTEST: Maria Morris, City Clerk Page 6 of 7 EXHIBIT "A" DESCRIPTION OF CERTAIN REAL PROPERTY Farmers Market Area —� Page 7 of 7 FIRST AMENDMENT TO THE LICENSE AND INDEMNITY AGREEMENT FOR DOWNTOWN FARMER'S MARKET This First Amendment to the Downtown Farmer's Market License and Indemnity Agreement (this "First Amendment") is made and entered into this 18th day of January 2011, by and between the City of San Juan Capistrano (the "City") and the San Juan Capistrano Chamber of Commerce (the "Licensee"). RECITALS WHEREAS, on May 6, 2010 the City and Licensee entered into a License and Indemnity Agreement for conducting a Downtown Farmer's Market, hereinafter "Original Agreement" ; and, WHEREAS, the Original Agreement 'authorizes Licensee to use portions of the Properly 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, WHEREAS, it has been identified that there is a need to include business and art booths in Veteran's Park to the already existing once-weekly open-air Farmer's Market allowing local merchants to promote their products and services to the community; and WHEREAS the Original Agreement only permits business booths for San Juan Capistrano business owners, who are members of the Chamber and maintain a physical address within the City limits, to showcase their goods, products and services on the last Wednesday of the month, and WHEREAS the City and its Licensee-desire to offer additional promotion to take place at every Farmers Market for local businesses and artists as an option, with the exception of Farmer's Market days scheduled concurrent to San Juan Summer Nights or other City-sponsored events. NOW, THEREFORE, in .consideratipp of the foregoing recitals, which are incorporated herein by this reference, and thq terms, covenants, and conditions set forth in this Amendment, the Parties hereby agree as follows: SECTION 1. "Exhibit A" of the Original Agreement describing the Property subject to the Page 1 of 2 agreement shall be amended pursuant to the attached site plan, "Exhibit A" attached hereto and incorporated herein by reference.. SECTION 2. Section 2, of the Original Agreement entitled "Description of Event" shall be amended to include up to ten booths for San Juan Capistrano business owners and artists, who are members of the Chamber and maintain a physical address within the City limits,to showcase their goods, products, services and wares at every scheduled Farmer's Market, with the exception of Farmer's Markets scheduled concurrent to San Juan Summer Nights or other City-sponsored events. SECTION 3. In Section 2, under"Set Up,"the maximum number of business and/or art booths shall be limited to a quantity of 10, in Veteran's Park only and in compliance with the existing limitations as outlined in Section 2, under "Set Up." SECTION 4. All other terms and conditions of the said Original Agreement shall remain in full force and effect, IN WITNESS WHEREOF, the parties.have,executed this Amendment as of the date and year first written above. City of San Juan Capistrano Chamber of Commerce Sam Allevato, Mayor Becky Rodarte, President ATTEST: Approved as to Form: r r Maria Morris City Clerk Omar San Joval, Cit�jkAttorney Page 2 of 2 II,III i a Is ...... .... ................ L I t`s1 i f t i g d oV",kglf/..li.:f 1.r'3.*j Appy h.,�s,C v��rsE�•Ctxw. D44)al mpo EXHIBIT 'w 'e � ft CityGES DESCRIPTION OF CERTAIN REAL PROPERTY Copyright tD 2005 All Rights F2eserved. 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