HomeMy WebLinkAboutMendocino County Farmer's Market Association 2013-03-12 LICENSE AGREEMENT FOR FARMER'S MARKET IN DOWNTOWN UKIAH
This Agreement is made and entered on ��J�,L2013 ("Effective Date") in Ukiah, California,
by Mendocino County Farmers' Market Association ("Association"), a California mutual benefit
corporation, in good standing, and the City of Ukiah ("City°), a general law municipal corporation. The
Association and the City may be referred to herein as "party° and collectively as "the Parties."
Whenever the Association is permitted or required to give or receive any notice, request any approval or
perform any obligation hereunder, its designated Market Manager shall have the authority to act on
behalf of the Association. Whenever the City is permitted or required to give or receive any notice,grant
any approval or perform any obligation hereunder, the City Manager, or his or her designee, as disclosed
in a written notice to the Association, shall have the authority to act on behalf of the City.
RECITALS:
1.The Association sponsors certified farmers' markets throughout Mendocino County in
compliance with Division 17, Chapter 10.5 of the California Food and Agriculture Code, including a
ISaturday Farmers' Market in the City of Ukiah.
2.The Ukiah Saturday Farmers' Market has been using City owned property in downtown Ukiah
and City street segments for the Ukiah Saturday Farmers' Market. The City owned property consists of
the Alex Thomas Plaza ("Plaza") and the adjacent Alex Thomas Pavilion ("Pavilion").The City streets
have consisted primarily of the segment of School Street from Clay Street to Stephenson Street ("School
Street SegmenY'), and on occasion other contiguous segments of School Street and other street
segments in the vicinity of the School Street Segment.
3.The City has made its facilities available for the Ukiah Saturday Farmers' Market, because I
certified farmers' markets make locally grown produce and other agricultural products available to local I
residents, the farmers market attracts customers to the City's downtown which benefits local merchants
and the farmers markets provide a means for local producers of agricultural and other products to
market them directly to consumers which supports the local economy.
4. The Parties are entering this license agreement to set forth the terms and conditions under
which the Association will have access to the Plaza, the Pavilion and the School Street Segment and
other designated street segments in the vicinity of the School Street Segment to conduct a certified
I farmers' market, including seasonal fruits and vegetables, fresh eggs, a range of local meats (beef, lamb,
pork, goat, and chicken) and seafood (in-season fish and oysters), honey, olive oil, cheese, value added
products such as toffee,jams, infused oils and vinegars, and local crafts. In addition, the Ukiah Saturday '
Farmers Market may offer coffee, bakery goods, and live music under specified conditions.
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AGREEMENT:
In consideration and reliance upon the above-recitals, other good and sufficient consideration
and the terms and conditions stated below, the parties agree as follows.
l. Licensed Premises. The City grants the Association a revocable, non-exclusive license for the
use of the property described in Exhibit A(the" Licensed Premises") and a non-exclusive encroachment
permit for the School Street Segment and any additional street segments approved by City as further
provided herein. (Collectively, "the Permit Area.") Upon request, the City, in its sole discretion, may
grant an encroachment permit for other street segments ("Additional Street Segments"), subject to
conditions and as further provided herein. Notwithstanding reliance on this License or encroachment
permits by the Association, any of the vendors occupying the Permit Area under the sponsorship of the
Association, or members of the public, the License and encroachment permits shall remain revocable at
any time, with or without cause or prior written notice from the City.
2.Term of License.The term of this license and the encroachment permit for the School Street
Segment shall commence on March 1, 2013, for every Saturday, between 7 a.m. and 2 p.m. and end on
February 28, 2014, unless extended as further provided herein. Encroachment permits for Additional
Street Segments will be issued for specific events generally for a time period not exceeding six hours.
Upon request of the Association, the City may extend the term of the license and the encroachment
permit for the School Street Segment for an additional period of time, not to exceed, 12 months. At the I
end of each extended term, the City may grant a request by the Association for an additional extension, '
in each case, not to exceed 12 months. ,
3. Fees.The Association relocated, several years ago, to the Plaza at the City's request. Until 2 I
years ago, the City of Ukiah did not charge the Association for use of the Plaza. Within the last 2 years, '�
the Association has agreed to a payment of$5.00 per day for each use in a given month, or$260 per �
annum, for use of the Plaza. Accordingly this License provides for the License Fee in subsettion 3.a, '
belaw. I
a. License Fee: The Association shall pay a license fee for the Licensed Premises of$5 per day
for each day of use in a given month. Rent is calculated as follows: Saturday use from March 1, 2013 to
February 28, 2014, is 52 days at $5.00 per day for a total of$260. The total rent for the period of this
agreement will be $260 to be paid in full at the signing of this License Agreement.
b. Other Fees
i. Staff Call-Outs: In the event that a staff person is required to respond to a need on
behalf of the farmers market, and as such, the City incurs overtime staff expenses,the Farmers' Market
will be billed for the cost of the staff call-out.
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4. Use of the Licensed Premises and the street se�ments covered bv an enaoachment qermit. i
a. The Association shall conduct the farmers' market as a certified farmers' market in I
accordance with Division 17, Chapter 10.5 of the California Food and Agriculture Code and in compliance
with all other applicable laws, codes, ordinances and locally adopted policies.
b.The Association shall follow the Operations Plan for the Ukiah Saturday Farmers' Market,
attached hereto as Exhibit B, subject to the following modifications;
i.The Market Manager II follow the City's instructions regarding the use of street
segments closed to vehicular traffic. The Market Manager shall deploy, in accordance with the City's
instructions, traffic barrier, signs and other warning devices, when the Associations uses street segments
that are closed to vehicular traffic pursuant to an encroachment permit from the City.
ii.The Market Manager shall submit a written request to the Conference Center Facility
Administrator a minimum of 10 days prior, if the Association proposes that the Ukiah Saturday Farmers'
Market will include amplified music or other forms of entertainment, and shall follow the City's
instructions regarding these activities. The City may, but has no obligation to, furnish electrical current
for live musical performances or other forms of entertainment.
iii. In using the Licensed Premises, the School Street Segment or Additional Street I
Segments, the Association shall accommodate neighboring uses for annual community events as
authorized by the City.The Market Manager shall follow the City's instructions to accommodate such
uses. �I
c. The City shall have the right to order the Association or any of the vendors or others using the Ii
Permit Area under the authority of the Association to discontinue a use and to vacate the Permit Area !
immediately, if, in its sole discretion, the City determines that such action is necessary to avoid a !
violation of this License Agreement, an encroachment permit for the use of a street segment, undue ,
interference with City operations or the use of City property and public rights of way, or to protect the '
public health, safety or welfare.
d. If there is an anticipated conflict or the Licensed Premises will be unavailable due to
unforeseen emergency conditions, such as an emergenty infrastructure improvement, or act of god, or
if the City deems the Licenses Premises uninhabitable for health and safety reasons, the City shall have
the right to order the Association to relocate and/or cancel the Ukiah Saturday Farmer Markets, and in
such case the City will notify the Market Manager at the earliest date possible.
e. As a condition of closing any street segment,the Association shall obtain and file with the City
Closure Agreement Letters, in the form attached hereto as Exhibit C, from each business with a public or
private entrance facing the street segment proposed for closure to vehicular traffic. The Closure
Agreement Letter must agree to the days and times, when the street segment will be closed.
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5. Indemnification and Insurance.
a. Indemnification. The Association agrees to waive any claim it might have against the City or
its officers or employees for death to any person, personal injury or property damage, resulting from its
use of the Permit Area under this Agreement.
The Association agrees to indemnify and hold the City harmless from and against any claim by
its members or third parties for death to any person, personal injury or property damage, including all
costs associated with defending against any such claim which arises out of the Association's
performance under this agreement or the Association's use of the Permit Area, including any claim
based on a dangerous condition of public property.
The above-stated obligations of Association shall apply to the City and its officers, agents,
volunteers and contractors. Under its obligation to defend the City, the Association shall provide at its
expense such attorneys, investigators, consultants, experts or other professionals as may be necessary
to defend the City against any such claim or demand and shall pay all expenses incurred by the City to
assist or participate in such defense. If Association fails to provide competent representation when
necessary to prevent any prejudice to the City's interests, the City may retain such services and incur !
such costs as may be reasonably prudent to protect its interests and the Association shall pay any such �
expenses incurred by the City within 30 days of the date the City provides the Association with written
notice of the expense and a demand for payment. In agreeing to indemnify the City under this
Agreement, the Association shall pay any settlement or judgment resulting from a claim, cause of action
or suit covered by this Agreement.
These obligations of the Association are not dependent on whether any insure policies required
by this Agreement cover a claim or the insurance company agrees to indemnify the City and defend it '
against the daim.
b. Insurance. Association shall, at all times during the term of this License Agreement at its cost
and expense, buy and maintain insurance of the types and amounts listed below. Failure to buy and
maintain the required insurance shall constitute a material breach of the License and the encroachment i
permits. �
i. Minimum Scope of Insurance. Coverage shall be at least as broad as:
A. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 00 Ol 11 85.
B. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
ii. Minimum Limits of Insurance. Association shall maintain limits no less than: ��.
A. General Liability: $ 1,000,000 combined single limit per occurrence for �
bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other
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form with a general aggregate limit is used, the general aggregate limit shall apply separately to the
work performed under this Agreement, or the aggregate limit shall be twice the prescribed per
occurrence limit. i
B. Automobile Liability: $ 1,000,000 combined single limit per accident for I
bodily injury and property damage. '
iii Deductibles and Self-Insured Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City.
iv Other Insurance Provisions. The policies are to contain, or be endorsed to
contain,the following provisions:
A. General Liability and Automobile Liability Coverages
(1) The City, it officers, officials, employees and volunteers are to
be covered as additional insureds as respects; liability arising out of activities performed by or on behalf
of the Association, products and completed operations of the Association, premises owned, occupied or
used by the Association, or automobiles owned, hired or borrowed by the Association. The coverage
shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials,
employees or volunteers.
(2) The Association's insurance coverage shall be primary insurance I
as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance II
maintained by the City, its officers, officials, employees or volunteers shall be excess of the Association's I
insurance and shall not contribute with it. I
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(3) Any failure to comply with reporting provisions of the policies
shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
(4) The Association's insurance shall apply separately to each i
insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
B. All Coverages.The insurer shall agree to waive all rights of subrogation
against the City, its officers, officials, employees and volunteers for losses arising from Association's
activities pursuant to this License. Each Insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in
limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has
been given to the City.
v Acceptability of Insurers. Insurance is to be placed with admitted California
insurers with an A.M. Best's rating of no less than A-VII for financial strength, AA for long-term credit
rating and AMB-1 for short-term credit rating.
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vi Verification of Coverage. Association shall furnish the City with certificates of
Insurance and with original endorsements effecting coverage required by this License. The Certificates II
and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to
bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or i
approved by the City. All Certificates and Endorsements are to be received and approved by the City
before the Commencement Date. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
6. Bindin� Effect. All of the covenants, conditions, and provisions of this License I
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective II
permitted successors and assigns. I
7. Entire A�reement. This License Agreement constitutes the entire agreement between li
the parties and supersedes any prior understandings or oral or written agreements between the parties
respecting the within subject matter.
8. Modifications. This License Agreement may not be modified, except in writing signed by
' the party against whom such modification is sought to be enforced.
9. Notices. Whenever notice is permitted or required under this Agreement, it shall be
deemed given when personally served by personal delivery or overnight courier or when delivered by
fax or email, but only if receipt of the fax or email is acknowledged, or 48 hours after deposited in the
United States mail with proper first class postage affixed thereto and addressed as follows:.
If to City: If to Licensee:
City of Ukiah Association
Attention: Kerry Randall C/O D. Scott Cratty
300 Seminary Avenue 725 Vichy Hills Drive
Ukiah, CA 95482 Ukiah, CA. 95482
FAX: Fax:
Email:krandall@cityofukiah.com Email: cratty@comcast.net
or at such other address as such party may previously have advised the other party by notice
similarly given.
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IN WITNESS WHEREOF, the parties hereto bind themselves to this License Agreement as of the Effective
Date.
CITY: LICENSEE:
The City of Ukiah Mendocino County Farmers' Market Association
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By: ��7"�` � ��(/12�� By:
Printed�ne Chambers Printed: .J�o� r�Y I'
Title: CitvMana�er Title: /�I��I<< T �9'��I�cn
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EXHIBIT A
Licensed Premises �.
Premises covered by this License Agreement shall include the Alex R.Thomas Plaza and the adjacent
' Alex R.Thomas Pavilion in Ukiah, California, bordered by Clay Street to the south, Standley Street to the
north, State Street to the west, and School Street to the east. The Plaza extends through and includes
all sidewalks adjacent to the Plaza lawn areas to the curb of the streets specified herein.
When the Farmer's Market is at maximum capacity (more than 35 vendors—Configuration 3), the
market may be expanded to close an additional block of School Street extending from Seminary Avenut
to Clay Street. To provide a safe, integrated market experience for both customers and vendors in this
configuratlon it is also necessary to close Clay Street to through traffic from State Street to Oak Street.
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EXHIBIT B
Operations Plan for the Ukiah Saturday Farmers' Market
Farmers Market Attendance
The Farmers Market is a weekly community event that changes substantially throughout the year. In
addition to significant seasonal differences, attendance on any given week can deviate substantially
from the prior week based on variables such as the weather and competing e4vents (e.g. high school
graduation).
As such, it is not easy or even very useful, to provide a single figure for attendance and/or vendors.
Relatively more useful is to separately consider the traditional growing season months of May through
October and the off-season market that runs from November through April.
During the off season months from November through April the market has significantly fewer vendors
and those vendors also tend to have less of their products and require less space. Based on the last two
years' operations, the off-season market has gone from a low of 13 vendors to a high of 33, averaging
about 21 vendors. Off-season total customer attendance over the 2.5 hours that the market is open is
estimated to have varied from a low of about 100 customers to a high of 325, with an average of about
185. Because most customers come to the market, shop and chat a bit and then take their purchases �
home, the attendance at any given time is a fraction of these totals (indeed, the off-season market can I
go for long stretches with no customers at all). I
During the traditional growing season from May through October, much largervendorsjoin the market,
many vendors have larger vehicles and space requirements and the total number of vendors also
expands considerably. Depending mostly on the weather, the markeYs vendor growth can phase in and
out gradually over a one or two months, or it can happen relatively suddenly.
Based on the last two years' operations, the main season market has gone from a low of 28 vendors to a
high of 45, averaging about 35 vendors. During this part of the season customer attendance over the I,
3.5 hours that the market is open is estimated to be as low as about 275 customers, as high as 685, with �
an average of about 515. Again, because most customers come to the market, shop and chat a bit, and I
then take their purchases home, the attendance at any given time is a fraction of these totals. It is I
unlikely that there is ever as many as 200 customers at the market at a single time. i
Guidelines for Market Confi�uration and Street Closures
Generally, the Ukiah Saturday Farmers' Market will be in one of the four following configurations:
• ConfiRUration 1: When there are 25 or less vendors at the market the market manager will
strive to fit those vendors under the pavilion and along the east side of School Street and direct
them to set their canopies and tables on the sidewalk facing into Alex Thomas Plaza. This
configuration does not require any street closure. At present this arrangement is most likely to
apply in the months of December through April.
• Confi�uration 2: When there are between 26 and 35 vendors the market manager will usually
need to dose School Street starting at the north side of Clay Street and ending just before
Stephenson/the Round Table parking lot exit. This arrangement will not impede traffic on Clay
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Street or through the Round Table lot. This configuration is most likely in all or part of
November and May,the transition months between the regular and off-season markets.
• Confi�uration 3: When there are more than 35 vendors the market manager will typically need
to close an additional block of School Street extending from Seminary to Clay. To provide a safe,
integrated market experience for both customers and vendors in this tonfiguration it is also
necessary to close Clay Street to through traffic from State Street to Oak Street. However, the
market manager will leave sufficient clearance through the intersection at Clay and School so
that emergency service vehicles can pass through if necessary. A copy of a "Special Event
Downtown Ukiah Street Closure Agreement Letter" (Exhibit C) signed by the owner of each
business currently affected by the additional street closures required for this configuration is
attached.
• Confi�uration 4: As has happened in prior years, the Saturday Farmers' Market will relocate
onto Clay Street on either side of School Street two times per year on the weekends that host
the annual Pumpkin Festival and the Early Iron Car Show.
See the attached maps for specification of street barricade placement for each configuration. In every
case the market manager will strive to use the configuration that requires the minimum street closure.
Of course, if the market is successful, i.e., if it fosters local economic growth and stability/diversity by I
supporting an increase in local small farming operation and persuades more locals to improve their diet �
by increasing their intake of fresh produce and local, naturally raised meats—then the market will i
continue to grow and the above estimates about the timing of street closures will need to evolve with
the market.
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Parkin� and Crowd Control
Many of the regular customers of the Saturday Farmers' Market who live within walking distance of the
market do not use a vehide. Because customer arrival and departures is randomly spread out over ,
time, the city lot at Clay and School Streets, plus nearby street parking has always been sufficient. In the
33 year history of the Ukiah Market there has not been any crowd control problem at the Farmers
Market. Should an issue develop the market manager will endeavor to direct or negotiate a resolution, �
calling on Farmers' Market vendors to assist as needed. However, should an ongoing issue develop or �
begin to develop, the market manager will consult with the City of Ukiah and the Ukiah Police
Department to develop appropriate remedies. Should a less urgent matter arise such as an unruly party
that the market manager and vendors are not able to manage,the market manager will call the Ukiah
Police business office number, which is 463-6262.
Event Emer�encv Plan
Should a medical or other emergency develop at the Farmers' Market the market manager will dial 911
and will ensure that street barriers are moved to allow entry of emergency response vehicles. Should a
less urgent matter arise such as an unruly party that the market manager and vendors are not able to I
manage, the market manager will call the Ukiah Police business office number, which is 463-6262. I
Compliance with Other Requirements
The Ukiah Saturday Farmers' Market will comply with the conditions stated in the City of Ukiah's
"License Agreement for Farmers' Market in Downtown Ukiah".
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EXHIBIT C
SPECIAL EVENT DOWNTOWN UKIAH I
STREET CLOSURE AGREEMENT LETTER
Date:
Dear School Street and Clay Street Businesses, li
The Ukiah Farmers Market has requested a School Street Closure from Stephenson Street to Seminary
Ave. Criteria will be established based on the number of vendors attending the market to reduce the
street closure from Stephenson to Clay Street.The larger of the two closures will require Clay Street
from State to Oak to be closed as well.
Oneoin¢-Saturdavs Year-Around between 7am to lpm
The City of Ukiah requires that all effected School Street businesses be notified and proof of
natification be supplied prior to the issuance of the Special Event Permit. If there is strong opposition
to the street closure then the street closure will not be allowed.
Please supply your name,the name and address of your business and indicate by checking the box
below whether or not you are in favor of this street closure during the times indicated for this event.
X Date
Signature of Authorized Business Representative
Please Print Name:
Name of Business Address
As the authorized representative of the above named business on Schoal Street, by way of my
' signature above indicate that:
Please check on:
I am opposed to this street closure for this event. ,
I support the street closure for this event. I
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