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10-0506_CHAMBER OF COMMERCE, SJC_License & Indemnity Agr 1st AmdFIRST AMENDMENT TO THE LICENSE AND INDEMNITY AGREEMENT FOR DOWNTOWN FARMER'S MARKET This First Amendment to the Downtown Farmer's Market License and Indemnity Agreement (this "First Amendment") is made and entered into this 18th day of January 2011, by and between the City of San Juan Capistrano (the "City") and the San Juan Capistrano Chamber of Commerce (the "Licensee"). RECITALS WHEREAS, on May 6, 2010 the City and Licensee entered into a License and Indemnity Agreement for conducting a Downtown Farmer's Market, hereinafter "Original Agreement"; and, WHEREAS, the Original Agreement `authorizes Licensee to use portions of the 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, WHEREAS, it has been identified that there is a need to include business and art booths in Veteran's Park to the already existing once -weekly open-air Farmer's Market allowing local merchants to promote their products and services to the community; and WHEREAS the Original Agreement only permits business booths for San Juan Capistrano business owners, who are members of the Chamber and maintain a physical address within the City limits, to showcase their goods, products and services on the last Wednesday of the month; and WHEREAS the City and its Licensee desire to offer additional promotion to take place at every Farmer's Market for local businesses and artists as an option, with the exception of Farmer's Market days scheduled concurrent to San Juan Summer Nights or other City -sponsored events. NOW, THEREFORE, in , consid,eratipn ., 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. "Exhibit A" of the Original Agreement describing the Property subject to the Page 1 of 2 agreement shall be amended pursuant to the attached site plan, "Exhibit A" attached hereto and incorporated herein by reference.. Section 2, of the Original Agreement entitled "Description of Event" shall be amended to include up to ten booths for San Juan Capistrano business owners and artists, who are members of the Chamber and maintain a physical address within the City limits, to showcase their goods, products, services and wares at every scheduled Farmer's Market, with the exception of Farmer's Markets scheduled concurrent to San Juan Summer Nights or other City -sponsored events. SECTION 3. In Section 2, under "Set Up," the maximum number of business and/or art booths shall be limited to a quantity of 10, in Veteran's Park only and in compliance with the existing limitations as outlined in Section 2, under "Set Up." SECTION 4. All other terms and conditions of the said Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above. City of San Juan Capistrano SzA Allevato, Mayor ATTEST: Chamber of Commerce Becky Rodarte, President Approved as to Form: Mar=ia Morris, City Clerk :. Omar Sandoval, City Attorney Page 2 of 2 ammamm9am6mm 75 ft EXHIBIT "A00 CityGIS DESCRIPTION OF CERTAUR REAL PROPERTY Copyright Cv 2006 All Rights Feserved. The iNormation contained herein is the prophetary property of the contributor supplied under licen-se and may nat be approved except as licensed by Digital Map Products. 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 493-1053 FAX www.sanjuancapistraiio.org Im San Juan Capistrano Chamber of Commerce Attn: Becky Rodarte, President 31421 La Matanza Street San Juan Capistrano, CA 92675 DATE: January 25, 2011 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OF THE CITY COUNCIL SAAR AL LEVATO LAURA FREESE LARRY KRAMER DEREK REEVE JOHN TAYLOR RE: First Amendment to Personal Services Agreement — Downtown Farm'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) 443-6310. If you have questions concerning the agreement, please contact Cindy Russell, Chief Financial Officer at (949) 443-6301. An original agreement is enclosed for your records. Cc: Cindy Russell, Chief Financial Officer Lori Fuentes, Administrative Coordinator Scan Juan Capistrano 'reserving the Past to Enhance the Futuire ej Printed on 100% racycled paper TO: Joe Tait, City Manager �,_ FROM: Cindy Russell, Chief Financial Officer/City Treasurer 111812011 SUBJECT: Consideration of an Amendment to the License and Indemnity Agreement for Conducting Downtown Farmer's Market (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 and artists, in Veteran's Park, during every Farmer's Market. SUMMARY: On May 6, 2010, the City approved a License and Indemnity Agreement for conducting an open-air Downtown Farmer's Market once weekly on Yorba Street and a portion of the Veteran's Park as needed (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. The Farmer's Market .is also permitted to have booths for San Juan Capistrano business owners on the last Wednesday of the month, who are members of the Chamber of Commerce (Chamber) and maintain a physical address within the city limits to showcase their goods, products, services and wares. Currently, no more than three booths may be used for chamber members. City staff was approached by the Chamber: to discuss the possibility of permitting the Downtown Farmer's Market to include up to ten booths in Veteran's Park during every scheduled Farmer's Market, as opposed to three booths on a once a month basis. The ten booths would be limited to San Juan Capistrano business owners, who are members of the Chamber and maintain a physical address within the City limits. 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, with the exception of the City. 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 Agenda Report Page 2 January 18, 2011 Amendment to the Downtown Farmer's Market License and Indemnity Agreement (Attachment 2). COMMISSIONIBOARD REVIEW AND RECOMMENDATIONS: None FINANCIAL CONSIDERATIONS: 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. k" [0 111[s1r—ai1lo7fa Becky Rodarte, President, San Juan Capistrano Chamber of Commerce Mark Bodenhamer, Executive Director, Sart 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 and artists, in Veteran's Park, during every Farmer's Market. Respectfully submitted, Cindy Russell Chief Financial Officer/City Treasurer Prepared by: Karisa C. Rojas -Norton Administrative Specialist Attachments: 1. Downtown Farmer's Market License and Indemnity Agreement 2. First Amendment to the License and: bidden: iity Agreement LICENSE AND INDEMNITY AGREEMENT FOR CONDUCTING DOWNTOWN FARMERS MARKET THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is Made and entered into as of May 6, 2010, by and between CITY OF SAN JUAN CAPISTRANO a public body corporate and politic ("City"), and the SAN JUAN CAPISTRANO CHAMBER OF COMMERCE ("Licensee") with reference to the following facts: A. City is the owner of that certain real property located at the intersection of Camino Capistrano and Yorba Street in the City of San Juan Capistrano, County of 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 A.9reement 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 self what they grow and produce such as, fruits, nuts, vegetables, grains, dairy prod ucts,..syrups, honey, meat, fish and flowers. The Farmers Market may also have booths for San Juan Capistrano business owners on the lest 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. Location: Primarily on Yorba Street between Camino Capistrano and Ei Camino Real and a portion of the Veteran's Park as needed. MN Street closures: Yorba Street between Camino Capistrano and El Camino Real will be closed. Set Up: The event may have as many vendors that can reasonably, safely and legally be allowed to -locate in the "market" area, and no more than 40. Automobile access into the "market area" will be limited to vendors only. No permanent improvements are allowed for this event. Each vendor area will consist of sufl•icient 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 requires{ 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 shalt 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 c6nn6ct to existing electrical panels located in the adjacent parking kits. 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 Ci . 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 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 fro"m'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,OGO.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. Indemnification; of Property. Licensee shall indemnify, 9. Restoration defend, protect and hold City harmless from and against all claims, causes of action, damages, lasses, liabilities, casts .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 Paige 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 .02400 Paseo Adelanto San Juan Capistrano, California 92675 Atte.ntion:..Douglas D, Dumhart To Licensee: Sari Juan Capistrano Chamber of Commerce P C,Bax11878 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 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 parities have executed this Agreement as of the date first above written. [Signatures on following page) Page 5of7 "LICENSEE" Lafry TYdmas,�'Charyibdr President Approve as to Form Page 6 of 7 Page7of7 EXHIBIT "A" DESCRIPTION OF CERTAIN REAS. PROPERTY r N,„ .. .. P F 1 ' Ej Farmers Market -- Area-� i:'".;;.._-. �i - Page7of7 FIRST AMENDMENT TO THE LICENSE AND INDEMNITY AGREEMENT FOR DOWNTOWN FARMER'S MARKET,, This First Amendment to the Downtown .Farmer's Market License and Indemnity Agreement (this "First Amendment") is made and entered into this 18th day of January 2011, by and between the City of San Juan Capistrano (the "City") and the San Juan Capistrano Chamber of Commerce (the "Licensee"). RECITALS WHEREAS, on May 6, 2010 the City and Licensee entered into a License and Indemnity Agreement for conducting a Downtown Farmer's Market, hereinafter "Original Agreement"; and, WHEREAS, the Original Agreement authorizes Licensee to use portions of the 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, WHEREAS, it has been identified that there is a need to include business and art booths in Veteran's Park to the already existing once -weekly open-air Farmer's Market allowing local merchants to promote their products and services to the community; and WHEREAS the Original Agreement,, only; permits business booths for San Juan Capistrano business owners, who are members of the Chamber and maintain a physical address within the City limits, to showcase their goods, products and services on the last Wednesday of the month; and WHEREAS the City and its Licensee desire to offer additional promotion to take place at every Farmer's Market for local businesses and artists as an option, with the exception of Farmer's Market days scheduled concurrent to San Juan Summer Nights or other City -sponsored events. NOW, THEREFORE, in 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. "Exhibit A" of the Original Agreement describing the Property subject to the Pi6 :; of 2 agreement shall be amended pursuant to the attached site plan, "Exhibit A" attached hereto and incorporated herein by reference, SECTION Z: Section 2, of the Original Agreement entitled "Description of Event" shall be amended to include up to ten booths for San Juan Capistrano business owners and artists, who are members of the Chamber and maintain a physical address within the City limits, to showcase their goods, products, services and wares at every scheduled Farmer's Market, with the exception of Farmer's Markets scheduled concurrent to San Juan Summer Nights or other City -sponsored events. SECTION 3, In Section 2, under "Set Up," the maximum number of business and/or art booths shall be limited to a quantity of 10, in Veteran's Park only and in compliance with the existing limitations as outlined in Section 2, under "Set Up." SECTION 4. All other terms and conditions of the said Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first written above. City of San Juan Capistrano Chamber of Commerce Sam Allevato, Mayor Becky Rodarte, President ATTEST: Approved as to Form: Maria Morris, City Cleric OmQq4ityttor ey Page 2 of 2 ii 81` ji EXHIBIT "A" DESCRIPTION OF CERTAIN REAL PROPERTY Copyright (C) 2007, Digital Map Products. AA rights reserved. EXHIBIT A 32400 PASE0 ADELAN O 1675 Eq 491 ��n,1053 e,-A:x NOTIFICATION OF [MEETING OF POTENTIAL INTEREST OF THE SAN JUAN CAPISTRANO CITY COUNCIL SAMALLEVATO URAEuE IMMAS W. fill - LD iER SU The City Council of San Juan Capistrano will meet at 6:30 p.m. on Tuesday, January 18, 2011, in the City Council Chamber in City Hall, to consider: "Consideration of an Amendment to. the License and Indemnity Agreement for Conducting Downtown Farmer's /market (San Juan Capistrano Chamber of Commerce)' — Item No. D6. 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, January 17, 2011, 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 Karisa C. Rojas - Norton, Administrative Specialist. You may contact that staff member at (949) 234-4572 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: cityclerk@sannuancapistrano.oM Maria Morris, CMC City Clerk cc: Becky Rodarte, President, San Juan Capistrano Chamber of Commerce; Mark Bodenhamer, Executive Director, San Juan Capistrano Chamber of Commerce San , _uaC t CE1pl1 s wlno;x"'X-:5e.' ving,' i,&: east io Enhance the Fuiure