FIRST AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT FOR
SUNDAY FARMERS MARKET
This First Amendment to Professional Services Agreement for the Sunday Farmers Market (this “First Amendment”) is made and entered into effective this 4th day of June, 2025 (“Effective Date”) by and between the CITY OF SAN CLEMENTE, a California municipal corporation (“City”), and Introductions Unlimited, Inc. (“Operator”).
R E C I T A L S:
City and Operator entered into that certain Professional Services Agreement for Sunday Farmers Market (the “Agreement”) on June 3, 2025; and City and Operator desire to amend the Agreement in the manner provided herein.
C O V E N A N T S:
1. Article 1 of the Agreement is hereby amended to add Sections 1.3, 1.4 and 1.5, which shall read as follows:
Section 1.3. Financial Reporting.
a. On or before June 15, 2025, Operator shall submit to the City two (2) years of historical financial statements, in the form of an income statement, profit and loss statement or earnings statement, for the two most recent years of Market operation. b. Operator shall submit to the City quarterly financial statements detailing the operations and financial status of the Market. These reports shall be submitted within fifteen (15) days of the end of each fiscal quarter and must include, at a minimum, an income statement, profit and loss statement or earnings statement.
For purposes of this section, the quarterly periods are defined as:
- June 1 – August 31
- September 1 – November 30
- December 1 – February 28/29
- March 1 – May 31
Section 1.4 Vendor Business License Compliance.
Operator shall ensure that each vendor participating in the Market obtains and maintains a current City of San Clemente business license. Operator shall collect and maintain documentation confirming each vendor’s compliance and shall provide such documentation to the City upon request.
Section 1.5 Operator Tax Liability.
Operator shall be responsible, and shall ensure that each vendor participating in the Market is responsible, as appropriate, for any and all tax liabilities arising out of Market operations, including, but not limited to any possessory interest tax, sales, transactions and use taxes and/or income tax liability. Operator shall defend, indemnify and hold harmless the City from and against any such taxes, fines and penalties.
2. Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
4.1 Fees.
The Operator shall pay City a monthly fee of Five Hundred Twenty-Five Dollars ($525.00) payable in accordance with the City’s standard payment procedures and schedule.
3. Article 7 of the Agreement is hereby amended to extend the Agreement for a period of one (1) year, commencing on June 4, 2025, and expiring on June 3, 2026, unless earlier terminated in accordance with the Agreement.
4. This First Amendment may be executed electronically with the same force and effect as original ink signatures.
5. Except as expressly amended by this First Amendment, the remaining portions of the Agreement shall remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be duly executed on the respective dates set forth opposite of their signatures.
CITY OF SAN CLEMENTE
By:________________________________
Andy Hall, City Manager
ATTEST: Dated: _________________________
_____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
_____________________________
Elizabeth A. Mitchell, City Attorney
APPROVED AS TO AVAILABILITY
OF FUNDING:
_____________________________
Finance Authorization
Introductions Unlimited, Inc., a California corporation (“OPERATOR”)
By:________________________________
Richard Heil, Secretary
Dated: ___________________________
By:________________________________
Sandra Heil, CEO
Dated: ____________________________
4907-4832-8764 v1
4907-4832-8764 v1
Attachment 2