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04-0302_OLD CAPISTRANO MERCHANTS ASSOCIATION_Memorandum of UnderstandingMEMORANDUM OF UNDERSTANDING FOR THE ORGANIZATIONAL RESPONSIBILITIES OF THE SAN JUAN CAPISTRANO FARMERS MARKET This Memorandum of Understanding Between the San Juan Capistrano Chamber of Commerce (Chamber), Old Capistrano Merchants Association (OCMA), City of San Juan Capistrano (City), and the Community Redevelopment Agency (Agency), Establishes and Clarifies the Duties and Responsibilities for Conducting the San Juan Capistrano Farmer's Market in Historic San Juan Capistrano. SECTION 1. Description of Event. The term of this Memorandum shall be from March 4, 2004 to March 4, 2005 (the "term") and the event shall be defined as follows during the term: Start Date: April, 2003 Frequency: Every Wednesday, from 3-6 p.m. (Set up allowed to begin at 2 p.m. and end no later than 8 p.m.) Rain or shine. Location: The Agency -owned public parking lot behind the Esslinger Building located on EI Camino Real. Street closures: To create a safe pedestrian travel way from parking lots and Camino Capistrano Yorba Street (between Camino Capistrano and Camino Real) will be closed. 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. The event will start with a minimum of 20 vendors. 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 projects, and a canopy. SECTION 2. The Role of the Chamber and OCMA. The role of the Chamber and OCMA shall consist of: The Farmer's Market shall be a collaborative effort carried out by the OCMA and Farmer's Market Manager. 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. The OCMA shall provide a copy of the contract between the OCMA and private MEMORANDUM OF UNDERSTANDING FARMERS MARKET PAGE 2 Farmer's Market Manager so that the City can ensure and enforce safe operations of the event. — The OCMA shall submit evidence of insurance for the operations of a weekly Farmer's Market with minimum liability coverage of $1 million. The OCMA shall name the City and CRA as additionally insured. — The OCMA shall work collaboratively with the City of San Juan Capistrano in the marketing of said Farmer's Market. A program for "set up of the event and tear down of event" shall be submitted to the City for approval two weeks prior to first event date. The OCMA shall submit evidence two weeks prior to first event that all permits required by the Orange County Health Department and County Department of Agriculture have been obtained. A refundable "one-time" deposit of $500 shall be submitted to the City to provide funds to ensure that site is maintained, free of debris, and returned to original or better condition within 2 hours following each event. — During the months of June, July, August, and September, the OCMA and its Farmer's Market Manager shall work with the City of San Juan Capistrano to relocate the Farmers Market to a downtown parking lot in orderto accommodate the San Juan Summer Nites Concert Series and Shop & Dine Expo. — OCMA shall provide notification to all merchants two weeks prior to the first Farmer's Market and shall be provided in the form of a flier directed to all historic downtown tenants located along Camino Capistrano (south of Ortega Highway to Del Obispo), and tenants located along Camino Real from Forster to Ortega Highway and along Verdugo. The OCMA Farmer's Market may provide its own electricity through free standing generators or connect to existing electrical panels located in the area. Use of City electricity shall require two weeks prior to the first event. OCMA and Farmer's Market Manager will agree to provide a vendor space for any San Juan Capistrano grown, farming goods representative. MEMORANDUM OF UNDERSTANDING FARMERS MARKET PAGE 3 SECTION 3. The role of the City of San Juan Capistrano. In exchange for the OCMA's effort and dedication to attract residents into historic downtown, the City of San Juan Capistrano will provide indirect support to the Farmer's Market in the form of the following items: Public Works assistance with the weekly closure of Yorba Street. This includes the delivery of necessary signs and temporarily the posting of signs indicating a street closure. At a future date, and at which time it is deemed acceptable by the City's traffic engineer, the street closure may be posted and manned by the OCMA Farmers Market Manager. Public Works assistance with the installation of new parking lot signs indicating parking regulations and a weekly Farmers Market. - Support with information placed on the City's official website. - Information regarding the OCMA Farmer's Market will be included in the City's water bill once each quarter during the first year. - Approval to use of downtown light pole brackets to allow for Farmers' Market decorative flags to be installed prior to the event. When available, use of street intersection banner. Assistance to the OCMA by providing informational materials and brochures for display as necessary in order to promote local shopping and dining. - Notification of the merchants via a letter and flier about the displaced parking associated with the start up of the program. SECTION 4. Insurance Reauirements. Chamber/OCMA Requirements. The Chamber, on behalf of the OCMA, 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. Prior to the beginning of the program, the Chamber, on behalf of the OCMA, MEMORANDUM OF UNDERSTANDING FARMERS MARKET PAGE 4 shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liability to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. Proof of liability insurance shall be in the form of: (1) an insurance certificate; and (2) an endorsement from the carrier. The City and Redevelopment Agency shall be added as additionally insured to the insurance policies required under this Memorandum of Understanding. This policy/policies shall not terminate nor shall they be canceled, nor the coverage reduced throughout the duration of the Farmer's Market. The OCMA shall provide the City 30 days advance written notice regarding changes to this coverage. Farmers Market Manager Insurance Requirements. The Chamber, on behalf of the OCMA, shall require Farmers Market Manager to provide insurance 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 for the entire operation of the Farmers Market, inclusive of vendor activity, 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. Prior to the beginning of the program, the Chamber, on behalf of the OCMA, shall provide evidence of the Farmers Market Manager's insurance and shall submit the his/her insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liabilityto the CityClerk's office for certification that the insurance requirements of this Agreement have been satisfied. SECTION 5. Indemnification. The Chamber, OCMA, and Farmers Market shall defend, hold harmless and indemnify the City and its officers and employees and the Redevelopment Agency against all liabilities or claims of liability or loss (including reasonable attorney's fees, related costs and expenses) because of death, personal injury or property damage arising or resulting from the fault or negligence of the Farmer's Market in its operations under this Memorandum of Understanding. SECTION 6. At all times during the term of this Memorandum, the OCMA, SJC Chamber, and Farmer's Market manager shall be independent rendered pursuant to this Memorandum. All persons employed to provide services under this Memorandum shall be employees or contractors of Chamber and shall not be deemed employees of City for any reason or purpose. MEMORANDUM OF UNDERSTANDING FARMERS MARKET PAGE 5 SECTION 7. There shall be no assignability or transfer of this contract between CRA, City, Chamber and OCMA to promoter or third party whether voluntarily or involuntarily. SECTION 8. All vendors that sell taxable items shall maintain all instruments required by Section 6073 and 6073.1 of the California Revenue and Taxation Code, including but not limited to the State Board of Equilization multi-purpose form BT - 410-D (local tax allocation for temporary sales locations). SECTION 9. Either party reserves the right to cancel the program without cause, but shall provide thirty days notice and notification. The City will monitor program impacts and provide an assessment report six months following the initiation of the Farmers Market. SECTION 10. Notice. Written notification regarding this Memorandum of Understanding will be given in writing as follows: CSC Douglas D. Dumhart Economic Development Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Old Capistrano Merchants Association: Jonathan Volzke 26782 Via Soccoro San Juan Capistrano, CA 92675 San Juan Capistrano Chamber of Commerce: Verlaine Crawford, Executive Director 31781 Camino Capistrano, Suite 306 San Juan Capistrano, CA 92675 MEMORANDUM OF UNDERSTANDING FARMERS MARKET PAGE 6 IN WITNESS WHEREOF, the parties hereto have executed this Memorandum the 2nd of March, 2004. r�\ i IS 01qk'A:Aw'j1[z1" 0 " =�wl SJC Chamber of Commerce Old Capistrano Executive Director on behalf of Agency City Manager on behalf of City SJC Community Redevelopment Agency Approved as to Form City AttorrYy City of San Juan Capistrano Attest: