12-0506_CHAMBER OF COMMERCE, SJC_D9_Agenda Report 5/112012
AGENDA REPORT D9
0
TO: Karen P. Brust, City M
FROM: Lori Doll, Administrative C ordinator
SUBJECT: Consideration of a License and Indemnity Agreement for Conducting the
Downtown Farmers Market (San Juan Capistrano Chamber of
Commerce).
RECOMMENDATION:
By motion, approve a two-year License and Indemnity Agreement with the San Juan
Capistrano Chamber of Commerce for the use of. Yorba Street to conduct a Farmers
Market for the period of May 6, 2012 through May 5, 2014.
SUMMARY:
On March 4, 2003, the City Council approved a weekly Farmers Market in the
downtown, 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
Merchants 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 an amendment to their existing two-year
License and Indemnity Agreement, for conducting the Downtown Farmers Market
which expires on May 5, 2012 (Attachment 1). The Market's management operations,
under the Chamber of Commerce, have provided seamless management of the
Farmers Market. For nine 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 a 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. The cost to drop-off and pick-up
traffic control devices equates to approximately $5,400 to the City annually.
Agenda Report
Page 2 May 1, 2012
PUBLIC NOTIFICATION;
San Juan Capistrano Chamber of Commerce
Ron LaChance - Farmers Market Manager
RECOMMENDATION:
By motion, approve a two-year License and Indemnity Agreement with the San Juan
Capistrano Chamber of Commerce for the use of Yorba Street to conduct a Farmers
Market for the period of May 6, 2012 through May 5, 2014.
Respectfully submitted,
I
Lori Doll
Administrative Coordinator
Attachments:
1. Letter requesting License and Indemnity Agreement extension
2. License and Indemnity Agreement
3. Current License and Indemnity Agreement
SAN JUAN CAPISTRANO
Chamber of Commerce
2011-2012
BOARD OF DIREICTORS
Friday, April 16, 2012
x ufly°� boayd
Stephanis,Frisch
C ha:rli an RE: Downtown Farmers Market License and Indemnity Agreement
Larry T hfornas Y g
Past Chain reasurer
Nell UConnor
Secretary Mayor Kramer & Members of the City Council:
WC-`_
Ri ar-d Baas The San Juan Capistrano Chamber of Commerce requests your support for
David Boyle extending the License and Indemnity Agreement for the Downtown Farmers
Jim Carter Market through May 6, 2014.
Caroiyrs Franks
Steve F reygamq
O.L. Cause The Downtown Farmers Market has been in existence for over a decade now, and
John Heffernan residents have become accustomed to fresh farm goods being available at the
Anthony L, Holguin Market. In addition, the Farmers Market promotes a healthy lifestyle and adds a
CarEUn Llnl�ardt
DDalt vibrant community event to our historic downtown.
Melissa l"VicConmacL
Becky Rodarte We respectfully request your extending of the Agreement so that this great event
Ann Rory"r` can continue.
Stacey Strausbaugd
Sincerefj�r,
CHAMBER...5€ F t t
Mark Bodenhat er r
Chief'.XG-Cl iveOfr�cer
Ja mKer Painter e:-
Operations Mark Bodenhamer
Clare Suss, Chief Executive Officer
Office P rain;;,-0tcr
CHAMBER SPONSORS
Platinum
Ruidr a ter
"Old
BirtcheF Anderson Realty
Fwme.rs& Merchants Bank.
Independence Banff:
Rancho Mission Ve.n-
5E
Southern Calffwnia Edison
St.Margaret's Bpisoe ScLocation: 31421 La Matanza St.
Un;on Bank Mailing Address: P.C. Box 1878, San Juan Capistrano,California 92693
Phone:(949)493-4700.Fax:(949)489-2695
Email,info san'uanchamber.com e Website:www.sanjuanchamber.com
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 5, 2012, by and between the 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 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, 2012 to May 5, 2014,
Frequency: Every Wednesday, from 8 p.m.-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
Page 1 of 7
ATTACHMENT 2
Camino Real.
Street closures: Yora 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 shall 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 June, 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 lofts.
g. Licensee and Farmers 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
Farmers Market in the form of the following items:
Page 2 of 7
a. Public Works assistance with the weekly closure of Yorba Street. This
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 A rovals• 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. 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 the Successor Agency to the 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 Propert 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
Page 3 of 7
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, Glean-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: Lori Doll
To Licensee: San Juan Capistrano Chamber of Commerce
P.O. Box 1878
San Juan Capistrano, California 92693
Attention: Chairman
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
consent. No assignment by Licensee shall release Licensee from any liability under
Page 4 of 7
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.
[Signatures on following page]
Page 5 of 7
Larry Kramer, Mayor
",LICENSEE"
Stepha' ie Frisch, Chamber Chairman
Approved as to Form:
Omar Sando aI, City Attorney
ATTEST:
Maria Morris, City Clerk
Page 6 of 7
EXHIBIT "A"
DESCRIPTION OF CERTAIN REAS. PROPERTY
71
f
I Farmers Market
Area
I �
7a
Page 7 of 7
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 fallowing 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 reverence("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 goad 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 E
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. D scri tion of Even , 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 8 p,m.) rain or shine.
Locatlow Primarily on Yorba Street between Camino Capistrano and E[
Camino Real and a portion of the Veteran's Park as needed.
Page 1 of 7
ATTACHMENT 3
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
venders 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. &gggrisi ilities of the Licensee.
a. Farmers that engage in the sale of farming goods shall be required to
meet all license requirements andlor sales permit regulations as stipulated
by the City's Municipal Code.
b. The Licensee shalt 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 snail promote and market the event.
d. Licensee shall submit evidence that all permits required by the Grange
County Health Department and County Department of Agriculture are
current.
e. During the months of dune, 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 Mites 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. Responsibilities of theCity. 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
closure.
Page 2 of 7
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 Ap 3rov Ids;_ tandard 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. Insurarice. 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 Pro--�. 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 casts) 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
nuisance; (ii) any pollution or contamination, to the extent that Licensee or its agents or
Page 3 of 7
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: Douglas D. Dumhart
To Licensee: San Juan Capistrano Chamber of Commerce
P.O. Box 1878
San Juan Capistrano, California 92693
Attention: Chamber President
It Authoritv, 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 Aareement, 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
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.
Page 4 of 7
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.
[Signatures on following page]
Wage 5 of 7
7
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TiTy,
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ondres Uso, Myer
"LICENSEE" /
. Aµ
Lary T 4a ;� haftdr President
Approve as to Fora
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ATTS
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Mar€ City Clerk
Page 6 of 7
EXHIBIT"A"
DESCRIPTION OF CERTAIN REAL PROPERTY
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Farmers Market
Area
Page 7 of 7