08-0506_CHAMBER OF COMMERCE, SJC_License & Indemnity0
0
LICENSE AND INDEMNITY AGREEMENT
FOR CONDUCTING DOWNTOWN FARMER'S MARKET
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into as of May 6, 2008, 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. The Farmer's 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, 2008 to May 6, 2010.
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.
Page 1 of 7
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Street closures: Yorba Street between Camino Capistrano and EI 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. 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.
Page 2 of 7
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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
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. 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 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,
Page 3 of 7
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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
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.
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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.
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
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"CITY"
r
Joe Sot , Mayor
"LICENSEE"
Eric 'Altman, President
Approve as to Form
Page 6 of 7
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EXHIBIT "A"
0
DESCRIPTION OF CERTAIN REAL PROPERTY
Farmer's Market
4-- Area 0.
Page 7 of 7
a
J
1�1
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493.1053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO:
Eric Altman
Chamber of Commerce
P.O. Box 1878
San Juan Capistrano, CA 92693
DATE: May 14, 2008
dVAN*
IArtAIInR[I
aumsnit � IB61
1776
MEMBERS OF THE Crit/ COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
FROM: Maria Morris, Deputy City Clerk (949) 443-6309
RE: License and Indemnity Agreement — Downtown Farmer's Market
Thank you for maintaining documentation confirming compliance with the terms of the
agreement related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949)443-6309.
If you have questions concerning the agreement, please contact Douglas D. Dumhart,
Economic Development Manager (949) 443-6316.
An original agreement is enclosed for your records.
Cc: Douglas D. Dumhart, Economic Development Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printetl on 100% recytletl paper
•
AGENDA REPORT
TO: Dave Adams, City Manager GKk
• 51612008
FROM: Douglas D. Dumhart, Economic Development Manager
SUBJECT: Consideration of a License Agreement for the Farmer's Market (Chamber
of Commerce).
RECOMMENDATION:
By motion, approve a two-year license agreement with the Chamber of Commerce for
the use of Yorba Street to conduct a Farmer's Market from May 6, 2008 through May 6,
2010.
SUMMARY:
The City Council approved a weekly "Farmer's 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 Farmer's Market has been independently
operated by a Farmer's Market Manager working on behalf of the Chamber of
Commerce, which has assumed oversight since the Merchant Association disbanded.
The manager is responsible for the weekly set-up, maintenance and coordination of the
market and site.
The Market's management operations, under the Chamber of Commerce, have
provided seamless management of the Farmer's Market.
Staff is recommending that the City Council approve the continuance of the Farmer's
Market for two additional years by approving the attached license agreement between
the City of San Juan Capistrano and the San Juan Capistrano Chamber of Commerce.
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.
PUBLIC NOTIFICATION:
Chamber of Commerce
Ron LeChance- Farmer's Market Manager
Agenda Report • •
Page 2 April 3, 2007
RECOMMENDATION:
By motion, approve a two-year license agreement with the Chamber of Commerce for
the use of Yorba Street to conduct a Farmer's Market from May 6, 2008 through May 6,
2010.
Respectfully submitted, /�
64
Douglas D. Dumhart
Economic Development Manager
Attachment
1. License Agreement
Pre r
ared by:
aura Stokes
Administrative Intern
LICENSE AND INDEMNITY AGREEMENT
FOR CONDUCTING DOWNTOWN FARMER'S MARKET
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into as of May 6, 2008, 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. The Farmer's 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, 2008 to May 6, 2010.
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.
Page 1 of 7
ATTACHMENT
0
Street closures: Yorba Street between Camino Capistrano and EI 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 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.
Page 2 of 7
0 •
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
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. 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 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,
Page 3 of 7
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
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.
Page 4 of 7
0 •
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.
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
n
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Approve as to Form
LIA kA oum
Omar Sand val, City Attorney
ATTEST:
Margaret R. Monahan, City Clerk
n
U
"CITY"
Joe Soto, Mayor
"LICENSEE"
Eric Altman, President
Page 6 of 7
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EXHIBIT "A"
0
DESCRIPTION OF CERTAIN REAL PROPERTY
5 Farmer's Market
4— Area
Page 7 of 7
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 FAX
www.sonjuaiicapistrano.org
MEMBERS OF THE CRY COUNCIL
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOESOTO
DR. LONDRES USO
The City Council of San Juan Capistrano will meet at 6:30 p.m. on Tuesday, May 6,
2008 in the City Council Chamber in City Hall, to consider: "Consideration of a
License Agreement for the Farmer's Market (Chamber of Commerce)" — Item No.
D8.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the City Council
through correspondence addressed to the Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00
p.m. on Monday, May 5, 2008 to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the
staff table, just in front of the Council dais. You will be called to speak by the Mayor
when the item is considered.
You have received this notice at the request of the City staff member Laura Stokes,
Administrative Intern. You may contact that staff member at (949) 443-6313 with any
questions.
The agenda, including agenda reports, is available to you on our web site:
www.san*uancapistrano.org. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
citvclerkesanivancapistrano.org.
Meg Monahan, MMC
City Clerk
cc: Chamber of Commerce; Ron LeChance-Farmer's Market Manager; Douglas D.
Dumhart, Economic Development Manager; Laura Stokes, Administrative Intern
" Received staff report
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 100°o recycled paper