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06-1205_CHAMBER OF COMMERCE, SJC_License & Indemnity Agr 1st Amd0 0 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 51h day of December 2006, by and between the City of San Juan Capistrano (the "City") and the San Juan Capistrano Chamber of Commerce (the "Licensee"). RECITALS WHEREAS, on April 5, 2006 the City and Licensee entered into a License and Indemnity Agreement for conducting a Downtown Farmer's Market, hereinafter "Original Agreement," attached to referenced herein; and, WHEREAS, 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; and, WHEREAS, it has been identified that there is a need to include booths at the San Juan Capistrano Farmer's Market allowing local merchants to promote their products to the community and the current agreement provides only for fresh food and flowers; the City and its Licensee desire to offer additional promotion for local businesses as an option. WHEREAS, the City supports the purpose of the Farmer's Market amendment to promote local businesses. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and the terms, covenants, and conditions set forth in this Amendment, the Parties hereby agree as follows: SECTION 1. Section 2, of the Original Agreement entitled "Description of Event" shall be amended to include 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. The maximum number of booths shall not exceed the existing limitations as outlined in Section 2, under "Set Up." Page 1 of 2 Ll SECTION 2. 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 ayor: Sam Allevato (w! R. Monohah, City Clerk Approved as to Form: John haw, City Attorney Chamber of Commerce Charles S. Varga, Prresident Page 2 of 2 0 0 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. Page 1 of 6 SD 0 0 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 Page 2 of 6 0 E 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 Page 3 of 6 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 Page 4 of 6 0 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. Approve as to Form �/� WRY IFA E) SIA II lli ATTEST: R. Monahan, City Clerk "CITY" ErArp "AAV _ �✓ _. "LICENSEE" Charli ar President i/� -P 3-Z�-oc Page 5 of 6 poen CopydgafflMe rage t of 1 Exhibit A Farmer's Market Event Area Scale: 1" = 77' N CityGIS5 Copyright ® 2004, All RIGH, Reserved The information ccrtained herein is the proprietary property d the cmhi butes supplied under license and may not be reproducedexcept as licensed by Cigtal Map products http://maps.digitaimapcentral.comlproductionICityGI S 5lCityGIS5_5.17.21index.html 3/22/2006 0 32400 PASEO ADEI ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org TRANSMITTAL TO: Json � 100E EWMIfE BIEILp1ED I 1961 1776 Charles S. Vargas, President San Juan Capistrano Chamber of Commerce P.O. Box 1878 San Juan Capistrano, CA 92693 DATE: December 7, 2006 FROM: Maria Morris, Deputy City Clerk (949) 443-6309 MEMBERS OF THE CITY COUNCIL SAMALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO DR. LONDRES USO RE: First Amendment — License & Indemnification Agreement for 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, executed amendment is enclosed for your records. Cc: Douglas D. Dumhart, Economic Development Manager San Juan Capistrano: Preserving the Past to Enhance the Future 10 Panted on recycled paper • 12/5/2006 E6 AGENDA REPORT TO: Dave Adams, City Manager 5 ` FROM: Douglas D. Dumhart, Economic Development Manager SUBJECT: Consideration of First Amendment to the Downtown Farmer's Market License and Indemnity Agreement to Include Limited Participation for San Juan Capistrano Businesses (San Juan Capistrano Chamber of Commerce). RECOMMENDATION: By motion, approve the First Amendment to the Downtown Farmers Market License and Indemnity Agreement with the San Juan Capistrano Chamber of Commerce to include participation for San Juan Capistrano businesses on the last Wednesday of the month. SUMMARY: On April 5, 2006, the City approved a License and Indemnity Agreement for conducting an open-air Downtown Farmer's Market once weekly on Yorba Street (Attachment 1). The terms of the Agreement restricted the selling of goods to those produced directly from the farm, to create urban vitality and street life in the downtown. The vendors are currently limited to selling goods that they grow and produce such as fruits, nuts vegetables, grains, dairy products, syrups, honey, meat, fish and flowers. City staff was approached by the Chamber of Commerce to discuss the possibility of expanding the Downtown Farmer's Market to include up to three booths on the last Wednesday of the month for San Juan Capistrano businesses who are Chamber members. The businesses would be selected on a first-come first-served basis, and a reservation schedule would be maintained by the Chamber of Commerce. There would not be a fee associated with the assignment of said booths, and non -profits and community organizations would not be eligible for participation. It is in the best interests of the City to allow further promotional opportunities for San Juan Capistrano businesses. At this time, staff recommends approval of the First Amendment to the Downtown Farmer's Market License and Indemnity Agreement (Attachment 2). COMMISSION/BOARD REVIEW AND RECOMMENDATIONS: None 0 Agenda Report Page 2 FINANCIAL CONSIDERATIONS: December 5, 2006 The City and Chamber receive no fees from the Farmer's Market. The Chamber is responsible for providing special events insurance and Farmer's Market oversight. In exchange for this assumed risk, the Chamber of Commerce is requesting permission to showcase its members at the Farmer's Market. NOTIFICATION: San Juan Capistrano Chamber of Commerce, P.O. Box 1878, San Juan Capistrano, CA 92693. RECOMMENDATION: By motion, approve the First Amendment to the Downtown Farmers Market License and Indemnity Agreement with the San Juan Capistrano Chamber of Commerce to include participation for San Juan Capistrano businesses on the last Wednesday of the month. Respectfully submitted, Dougla�D. Dumhart Economic Development Manager Prepared Joan A. Ross Administrative Assistant Attachments: 1. Downtown Farmer's Market License and Indemnity Agreement 2. First Amendment to the License and Indemnity Agreement 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. Page 1 of 6 ATTACHMENT 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 Page 2 of 6 • 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 Page 3 of 6 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. 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 Assigns. Licensee may not assign any of its rights under this Agreement, either voluntarily or by operation of law, without City's prior written Page 4 of 6 •, • 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. Approve as to Form ,1lll .I "01John Shaw, City ) i Ittorney iV ATTEST: R. Monahan, City Clerk � .IL '" "LICENSEE" Charl' a, President 3.-Z o-ZOof Page 5 of 6 k^ Wy Copyripht®200o l:r Exhibit A t %? Farmer's Market Event Area 4_fmw� 811] Scale: 1" = 77' N CityGISS CopyrigH ® 2004. All 901 -As Reserved The'infcrmation curtained twein is the proprietary property d the corRd tutors supplied under license and may not be reproduced except as li censed by U Cital Map Products http://maps.digitalmapcentral.com/production/CityGIS5/CityGIS5 5.17.2/index.html 3/22/2006 0 0 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 5`" day of December 2006, by and between the City of San Juan Capistrano (the "City") and the San Juan Capistrano Chamber of Commerce (the "Licensee"). RECITALS WHEREAS, on April 5, 2006 the City and Licensee entered into a License and Indemnity Agreement for conducting a Downtown Farmer's Market, hereinafter "Original Agreement," attached to referenced herein; and, WHEREAS, 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; and, WHEREAS, it has been identified that there is a need to include booths at the San Juan Capistrano Farmer's Market allowing local merchants to promote their products to the community and the current agreement provides only for fresh food and flowers; the City and its Licensee desire to offer additional promotion for local businesses as an option. WHEREAS, the City supports the purpose of the Farmer's Market amendment to promote local businesses. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and the terms, covenants, and conditions set forth in this Amendment, the Parties hereby agree as follows: SECTION 1. Section 2, of the Original Agreement entitled "Description of Event" shall be amended to include 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. The maximum number of booths shall not exceed the existing limitations as outlined in Section 2, under "Set Up." Page 1 of 2 ATTACHMENT • SECTION 2. 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 Mayor: ATTEST: Margaret R. Monahan, City Clerk Approved as to Form: 4��O- John SI aw, City Attorney Chamber of Commerce Charles S. Var , President Page 2 of 2 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAx www.sanjuancapistrano.org }�y,g� IA[OA/AAAifA fsiaAfSHED � 1961 {776 MEMBERS OF THE CITY COUNCIL NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL SAM ALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN The City Council of San Juan Capistrano will meet at 7:00 p.m. on December 5, 2006 in the City Council Chamber in City Hall, to consider: "Consideration of First Amendment to the Downtown Farmer's Market License and Indemnity Agreement to Include Limited Participation for San Juan Capistrano Businesses (San Juan Capistrano Chamber of Commerce)" — Item No. E6. 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, December 4, 2006 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 Joan A. Ross, Administrative Assistant. You may contact that staff member at (949) 949-443-6315 with any questions. The agenda, including agenda reports, is available to you on our web site: www.san'uancayistrano.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: council-aaendasa—sa niu a nca oistra no.org. Meg Monahan, CMC City Clerk cc: San Juan Capistrano Chamber of Commerce; Douglas D. Dumhart, Economic Development Manager; Joan A. Ross, Administrative Assistant * Received staff report San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed.n 106% R.,O.d Paper 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org April 5, 2006 SJC Chamber of Commerce Charlie Varga, President P.O. Box 1878 San Juan Capistrano, CA 92693 Dear Mr. Varga: dwa„ • MEMBERS OF THE CRY COUNCIL SAM LEVATO DIANE BATHG m(oevoeeiEE DIANE BATHGATE EST 1USe EO y. IB6I WYATT HART I7T6 JOE SOTO A DAVID M. SWERDLIN A fully executed, original License and Indemnity Agreement to conduct the Farmer's Market is enclosed for your records. The certificate of insurance received for general liability insurance and the additional insured endorsement form are due to ex ire on April 20, 2006. We will need current certification. Insurance evidence may be faxed to (949) 493-1053 — ATTENTION CITY CLERK -- followed by original signed documents If you have questions specific to the contact, please contact Douglas Dumhart, Economic Development manager (949)4443-6316. Please call me at (949) 443-6309 if ing the forms of insurance needed. cc: Douglas Dumhart, Economic Development Manager San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on recycled paper 0 • 4/4/2006 D11 AGENDA REPORT TO: Dave Adams, City Manager FROM: Douglas Dumhart, Economic Development Manager SUBJECT: Consideration of License Agreement for the Farmers' Market. (Chamber of Commerce) RECOMMENDATION: By motion, approve the License Agreement for the Farmers' Market for one year from April 1, 2006 through April 1, 2007. SUMMARY: The City Council approved a weekly "Farmers' Market" in the downtown March 4, 2003 at the request of the Merchants Association. The Farmers' Market has been independently operated by a Farmers' Market Manager, working on behalf of the Merchants Association and Chamber of Commerce, and responsible for the weekly set- up, maintenance, and coordination of the market and site. Staff is recommending that the City Council approve the continuance of the Farmers' Market for an additional year 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 costs approximately $5,200.00 annually. PUBLIC NOTIFICATION: Chamber of Commerce Randi Peshkin Respectfully submitted, ZCA*l e640� Douglas D. Dumhart Economic Development Manager Attachment 1. License Agreement 0 0 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. Page 1 of 6 ATTACHMENT Ll 0 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 Page 2 of 6 0 0 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 ail 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 Page 3 of 6 0 0 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. 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 Assigns. Licensee may not assign any of its rights under this Agreement, either voluntarily or by operation of law, without City's prior written Page 4 of 6 0 9 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. Approve as to Form ,JlL./IprolmimEm ATTEST: Margaret R. Monahan, City Clerk "CITY" David M. Swerdlin, Mayor "LICENSEE" Charl' a, President 3-'2 o - 700JL Page 5 of 6 knooN Copy"Otem?M rage i Ul 1 • 01 Exhibit A Farmer's Market Event Area = 1 scale: 1" = 77' N CityGISS Copyriglt ® 2004, All Rests Reserved The irdcmation cmtainedherein is the pmprielary property d the cmtnbutas suppli ed eider I icense and may not be reproduceda:capt as licensed by Ggtal Map= http://maps.digitaimapeentral.comlproductionICityGI S5lCityGIS5_5.17.21index.html 3/22/2006 • 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org MEMBERS OF THE CITY COUNCIL NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL SAM ALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN The City Council of San Juan Capistrano will meet at 7:00 p.m. on April 4, 2006 in the City Council Chamber in City Hall, to consider: "Consideration of License Agreement for the Farmer's Market (Chamber of Commerce)" — Item No. D11. 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, April 3, 2006 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 Douglass D. Dumhart, Economic Development Manager. You may contact that staff member at (949) 443-6316 with any questions. The agenda, including agenda reports, is available to you on our web site: www.sanivancapistrano.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: council-agendas(a)sanluancaoistrano.org. Meg Monahan, CMC City Clerk cc: Chamber of Commerce; Randi Peshkin; Douglass D. Dumhart, Economic Development Manager Received staff report San Juan Capistrano: Preserving the Past to Enhance the Future 0 Printed on recycled paper • CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Douglass Dumhart, Economic Development Manager C R12 cSu4414 � ' BI A kt RVA / FROM: T DATE: March 21, 2007 SITUATION: On April 5, 2006 the City of San Juan Capistrano entered into agreement with San Juan Capistrano Chamber of Commerce for their use of real property located at the intersection of Camino Capistrano and Yorba Street for once weekly open air Farmers Market. Said agreement commences on April 4, 2006. Said agreement terminates on April 4, 2007. ACTION REQUESTED: Please notify this office if said agreement has been extended or completed. is ACTION TO BE TAKEN: DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: ?ito LwJZ�:/ I0 Ga.Nea , SIGNATURE OF OFFICI14L TAKIJYG ACTION: Gam - DATE SIGNED: ***FOR CITY CLERK'S DEPARTMENT USE ONLY*** Tickler Date: 03/21/07 Deadline Date: 04/04/07 cc: • (600.30/sjcchamcomm-farmersmkt)