12-0506_CHAMBER OF COMMERCE, SJC_License & Indemnity Agr LICENSE AND INDEMNITY AGREEMENT
FOR CONDUCTING DOWNTOWN FARMERS MARKET
THIS LICENSE AND INDEMNITY AGREEMENT ("Agreement") is made and
entered into as of May 6, 2012, by and between the CITY OF SAN JUAN
CAPISTRANO a public body corporate and politic ("City"), and the SAN JUAN
CAPISTRANO CHAMBER OF COMMERCE ("Licensee") with reference to the following
facts:
A. City is the owner of that certain real property located at the intersection of
Camino Capistrano and Yorba Street in the City of San Juan Capistrano, County of
Orange, State of California, and more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference ("Property").
B. Licensee desires to use portions of the Property to conduct a once-weekly
open-air Farmers Market ("Permitted Activities"), selling products directly from the farm
to create urban vitality and street life in the downtown and City desires to grant Licensee
permission to engage in the Permitted Activities on the Property.
NOW THEREFORE, in consideration of the mutual covenants and obligations of
the parties herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. License. City hereby grants Licensee and its representatives and agents
a revocable license to enter the Property and engage in the Permitted Activities. In
performing the Permitted Activities, neither Licensee nor its agents or representative
shall: (i) cause any damage to the Property or any improvements thereon; or (ii)
interfere with the occupants of, or business operations on, the Property. All persons
entering onto the Property pursuant to this Agreement shall do so at their own risk.
2. Description of Event. Licensee will conduct a once-weekly open-air
Farmers Market selling product directly from the farm to create urban vitality and street
life in the downtown. The vendors will only sell what they grow and produce such as,
fruits, nuts, vegetables, grains, dairy products, syrups, honey, meat, fish and flowers.
The Farmers Market may also have booths for San Juan Capistrano business owners
on the last Wednesday of the month, who are members of the Chamber and maintain a
physical address within the city limits, to showcase their goods, products, services and
wares. No more than three booths may be used for chamber members.
Term: The term of this License will be from May 6, 2012 to May 5, 2014.
Frequency: Every Wednesday, from 3 p.m.-6 p.m. (Set up allowed to begin at 2
p.m. and break down no later than 8 p.m.) rain or shine.
Location: Primarily on Yorba Street between Camino Capistrano and EI
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Camino Real.
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 Farmers Market Manager with contact information so that
the City can ensure and enforce safe operations of the event.
c. The Licensee shall promote and market the event.
d. Licensee shall submit evidence that all permits required by the Orange
County Health Department and County Department of Agriculture are
current.
e. During the months of June, July, August, and September, the Licensee
and its Farmers Market Manager shall cooperate with the City of San
Juan Capistrano in order to accommodate the San Juan Summer Nites
Concert Series.
f. The Farmers Market may provide its own electricity through free
standing generators or connect to existing electrical panels located in
the adjacent parking lots.
g. Licensee and Farmers Market Manager will agree to provide a vendor
space for any San Juan Capistrano grown, farming goods
representative.
4. Responsibilities of the City. In exchange for the Licensee's efforts and
dedication to attract residents into the downtown, the City will provide support to the
Farmers Market in the form of the following items:
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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 the Successor Agency to the Redevelopment
Agency shall be added as additionally insured to the insurance policies required under
this Agreement. These policies shall not terminate nor shall they be canceled, nor the
coverage reduced throughout the duration of the Farmers Market. The Licensee shall
provide the City 30 days advance written notice regarding changes to this coverage.
9. Indemnification-, Restoration of 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
and/or its agents and representatives. Licensee's indemnification and defense
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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: Lori Doll
To Licensee: San Juan Capistrano Chamber of Commerce
P.O. Box 1878
San Juan Capistrano, California 92693
Attention: Chairman
11. Authority. Each signatory hereto warrants to the other party its authority
to sign on behalf of the party for whom its purports to sign.
12. Entire Agreement. This Agreement sets forth the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior discussions,
negotiations, understandings or agreements relating thereto.
13. No Oral Modification. No alteration or variation of this Agreement shall be
valid or binding unless made in writing and signed by the parties hereto.
14. Successors and Assigns. Licensee may not assign any of its rights under
this Agreement, either voluntarily or by operation of law, without City's prior written
consent. No assignment by Licensee shall release Licensee from any liability under
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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]
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Larry Kra 711ayor
"LICENSEE"
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Stepha ie Frisch, Chamber Chairman
Approved as to Form:
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ar Undoval, City Attorney
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Maria rris, City Clerk
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EXHIBIT "A"
DESCRIPTION OF CERTAIN REAL PROPERTY
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