REVOCABLE LICENSE AGREEMENT
BETWEEN THE CITY OF SAN CLEMENTE
AND INTRODUCTIONS UNLIMITED, INC. FOR
TEMPORARY USE OF CITY PROPERTY FOR A CERTIFIED FARMERS’ MARKET THIS REVOCABLE LICENSE AGREEMENT FOR TEMPORARY USE OF CITY PROPERTY FOR A CERTIFIED FARMERS’ MARKET ("Agreement") is made and entered into as of this 1st day of _October__, 2026 ("Effective Date"), by and between the City of San Clemente, a California municipal corporation ("City"), and Introductions Unlimited, Inc., a California Corporation ("Licensee"), and is made with reference to the following:
RECITALS
The City’s Beaches, Parks, and Recreation Department seeks opportunities to offer healthy food options for the residents of San Clemente.
As used herein, a Certified Farmers’ Market is defined as set forth in the California Code of Regulations as a location approved by the county agricultural commissioner of the county where agricultural products are sold by producers or certified producers directly to consumers or to individuals, organizations, or entities that subsequently sell or distribute the products directly to end users. A Certified Farmers’ Market may only be operated by one or more certified producers, by a nonprofit organization, or by a local government agency (3 CCR § 1392.2(a)).
City desires to have Licensee temporarily operate a certified farmers’ market on City property in the location and on the terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
LICENSE
City grants a non-exclusive license ("License") to Licensee for the term of this Agreement for Licensee to use an area located within the public right-of-way that is owned by the City along the north side of the 200 block Avenida Del Mar, and such adjacent streets or areas (including Calle Seville) as may be approved in writing by the City ("License Area"), as further depicted on Exhibit A, which is attached hereto and incorporated fully herein by reference, on Sundays for a Certified Farmers’ Market.
The License granted herein is subject to the terms, covenants, and conditions hereinafter set forth, and Licensee covenants, as a material part of the consideration for this License, to keep and perform each and every term, covenant, and condition of this Agreement.
USE OF LICENSE AREA
The purpose of this License is to allow for the operation of a Certified Farmers’ Market within the License Area as depicted on Exhibit A. Use of any area outside the License Area shall not be permitted unless prior written consent is provided by the City. Licensee agrees to use the License Area only for the activities described herein, and not to use or permit the use of the License Area for any other purpose without first obtaining the prior written consent of City, which consent may be withheld in City's sole and absolute discretion.
PERMITS & LICENSES
Licensee, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses and certifications that may be required by any governmental agency, including without limitation those permits as may be issued by the State of California, Department of Agriculture, the Orange County Agricultural Commissioner, the Orange County Health Department and the City of San Clemente to operate a Certified Farmers’ Market.
Licensee shall provide the City, as defined in Section 10 below, with a copy of all required permits, licenses, and certificates that may be required by Licensee and Vendors.
Licensee shall not allow any Vendor to participate in the Certified Farmers’ Market until: (1) all appropriate permits, licenses and certifications are obtained; and (2) a copy of said permits are furnished to the Licensee (this includes, but is not limited to, a City business license and, if required, a temporary food facility permit from the Orange County Health Care Agency).
TERM
The term of this Agreement shall commence on October 1, 2026, and shall continue for a one (1) year term, with the option to renew for two (2) additional one (1) year terms at the discretion of the City Council or City Manager as set forth in Section 4.2 below, unless terminated earlier as set forth herein.
The City Manager may renew this License pursuant to Section 4.1 if it is determined that (i) the terms of the Agreement have been complied with; (ii) a copy of all required license, permits and certificates are on file with the License Administrator; and (iii) the use of the License Area by Licensee is not causing a negative impact on surrounding properties and uses. Any renewals approved pursuant to this Section must be in writing and approved as to form by the City Attorney. Renewals undertaken outside the limitations of this Section must be approved by the City Council.
Notice of Intent to Renew or Terminate. No later than six (6) months prior to the expiration of the then-current Term, Licensee shall provide City with written notice of its intent to either (i) request an extension of the Agreement pursuant to Section 4.2, or (ii) discontinue operation of the Certified Farmers’ Market upon expiration of the then-current Term. Any request for extension shall be subject to the sole and absolute discretion and approval of the City Council or the City Council as applicable and shall not create any right or entitlement to renewal.
FEES
Licensee shall pay the City One Thousand One Hundred and Fifty Dollars and 00/100 ($1,150.00) per month ("License Fee") during the term of this Agreement, which amount shall be due and payable on the first of each month ("Due Date"), commencing the first day of the first month following the Effective Date. The License Fee shall be prorated in the event of a partial month's use of the License Area at the beginning or end of the Term.
If Licensee fails to pay the License Fee within thirty (30) calendar days of the Due Date, Licensee shall pay a penalty in an amount equal to ten percent (10%) plus interest in an amount equal to the late fee, which was not timely paid by the Licensee, until paid in full.
Upon the first anniversary of the Effective Date and upon each anniversary of the Effective Date thereafter, the License Fee shall be increased in proportion to changes in the Consumer Price Index for the preceding twelve (12) months, subject to the maximum adjustment set forth below. The Consumer Price Index to be used in such calculation is the "Consumer Price Index, All Items, 1982-84=100 for All Urban Consumers (CPI-U)", for the Los Angeles-Long Beach-Anaheim Metropolitan Area, published by the United States Department of Labor, Bureau of Labor Statistics. If both an official index and one or more unofficial indices are published, the official index shall be used. If said Consumer Price Index is no longer published at the adjustment date, it shall be constructed by conversion tables included in such new index. In no event, however, shall the amount payable under this Agreement be reduced below the License Fee in effect immediately preceding such adjustment. The maximum increase to the License Fees, for any year where an adjustment is made pursuant to this Section, shall not exceed two and one-half percent (2.5%) of the License Fees in effect immediately preceding such adjustment.
CONDITIONS OF LICENSE
Licensee shall comply with the following conditions prior to the commencement of use of the License Area:
Licensee shall procure and maintain any and all required licenses, permits, and certifications to operate the Certified Farmers’ Market in accordance with Section 3 above. Licensee shall require the same of Vendors.
Licensee shall submit for review and obtain approval for all desired advertising and directional signage from the City's Public Works Department and Community Development Department, as required by the City's Municipal Code.
An initial site plan and/or floor plan showing the layout of the Certified Farmers’ Market sales areas, and such other information, has been reviewed by the City's Beaches, Parks and Recreation Department and included in Exhibit A. Prior to implementing any modifications to the site plan during the Term, Licensee shall submit any proposed changes to the market layout to the City for review and approval by the City's Beaches, Parks & Recreation Department and shall obtain any new or modified permits that may be necessary, at Licensee's sole cost and expense.
CONDITIONS OF OPERATION
Licensee shall comply with the following conditions of operation during use of the License Area:
Licensee may utilize the License Area each Sunday from 7:00 a.m. to 2:00 p.m., except in the event that Sunday is a major holiday or when activities, as determined by the City Manager, would conflict with the Certified Farmers’ Market. In those instances, the Certified Farmers’ Market will be held on the prior Saturday if agreed upon by both parties. Set-up activities for the Certified Farmers’ Market shall not occur prior to 7:00 a.m. The Certified Farmers’ Market may operate each Sunday from 9:00 a.m. to 1:00 p.m. Licensee shall ensure that the License Area is returned, clean and free of debris, to its original condition no later than 2:00 p.m. on the same day. City reserves the right to modify the hours of setup and operation in the City's sole and absolute discretion.
Notwithstanding the schedule outlined in Section 7.1, the Certified Farmers’ Market may be restricted from operation due to a special event in the License Area. The City, upon thirty (30) days' written notice, may restrict, relocate, or cancel operation of the Certified Farmers’ Market on additional Sundays, without any compensation or reimbursement to Licensee.
Schedule Modifications and Special Event Coordination. Notwithstanding the regular weekly operation set forth in Section 7.1, Licensee acknowledges that the License Area is a shared public space subject to competing community uses. Licensee shall coordinate with the City to accommodate annual events, holidays, and other City-directed activities as set forth below. All modifications are subject to prior written approval of the City Manager or designee.
Downtown Business Association Annual Classic Car Show. Licensee shall configure the Certified Farmers’ Market along both sides of Avenida Del Mar and shall maintain a separation buffer between the Certified Farmers’ Market and the Classic Car Show event area, as determined annually by City staff. Licensee may utilize Calle Seville for vendor placement if approved in advance by the City.
San Clemente Art Association Arts & Crafts Fair. Licensee shall relocate the Certified Farmers’ Market to the south side of Avenida Del Mar during the Arts & Crafts Fair. Licensee shall provide written notice to affected businesses no fewer than fourteen (14) calendar days prior to the relocation and shall coordinate with impacted business owners to minimize disruption.
Chamber of Commerce Street Fiesta (August). Licensee shall operate the Certified Farmers’ Market on the Saturday immediately preceding the Street Fiesta, unless otherwise approved in writing by the City.
Holiday Schedule Adjustments
Easter. Licensee shall operate the Certified Farmers’ Market on the Saturday immediately preceding Easter Sunday.
Independence Day. When Independence Day falls on a Sunday, Licensee may, subject to City approval, operate the Certified Farmers’ Market on the Saturday immediately preceding the holiday.
Christmas. When Christmas Day falls on a Sunday, Licensee may, subject to City approval, operate the Certified Farmers’ Market on the Saturday immediately preceding the holiday.
Licensee or its representative shall be present during each and every Certified Farmers’ Market from the commencement of setup to the completion of cleanup.
The storage of materials is expressly prohibited in the License Area beyond the approved hours of use of the License Area.
Licensee shall actively recruit and retain high-quality Vendors for the Certified Farmers’ Market and shall continually evaluate opportunities to enhance the market through the recruitment and onboarding of new Vendors. Licensee shall seek to maintain an appropriate and diverse mix of certified agricultural producers, food producers, and other vendors permitted under this Agreement, with consideration given to customer demand, product variety, seasonal availability, and opportunities to address underserved product categories. Nothing in this Section shall require Licensee to replace successful existing Vendors solely for the purpose of adding new Vendors. Licensee shall recruit and retain vendors for the Certified Farmers’ Market and verify that all individual vendors that are:
"Certified producers" or "producers" within the meaning of California Code of Regulations Title 3, Sections 1392.2(d) and 1392.2(e), and ensure that all vendors adhere to all applicable rules and regulations concerning product quality and that the products offered for sale by vendors are pest and disease-free.
Selling food or providing free food tastings for onsite consumption, obtain a temporary food facility permit pursuant to Health and Safety Code Section 114380 et seq, if applicable.
Licensee shall not allow any participant and/or service provider to participate in the Certified Farmers’ Market until a City of San Clemente business license is obtained and a copy of said license is furnished to the Licensee. Licensee shall inform any vendors that engage in selling tangible personal property that they may be subject to and shall comply with the California sales tax reporting laws and inform the State Board of Equalization that the City is the point-of-sale location.
Licensee shall maintain accurate and current records regarding Vendors, market activity, and community feedback. No later than thirty (30) calendar days following the end of each calendar quarter, Licensee shall submit a Quarterly Market Report to the License Administrator containing the following:
Vendor Gross Sales Report. Licensee shall require each Vendor to report Gross Sales generated at the San Clemente Certified Farmers' Market on a monthly basis. The quarterly report submitted to the City shall include an itemized listing of each Vendor, Vendor category, monthly Gross Sales for each month of the reporting quarter, total quarterly Gross Sales, and fees paid by the Vendor to Licensee. Each Vendor shall certify, under penalty of perjury, that its reported Gross Sales figure is true and correct and that, to the extent applicable, Vendor is in compliance with all sales tax reporting laws with the City as the point-of-sale location. Licensee shall retain supporting records and certifications for a minimum of three (3) years and make such records available to the City or its authorized representative for inspection or audit upon reasonable notice. For purposes of this Section, "Gross Sales" means the total amount charged by a Vendor for all goods, merchandise, food, or other products sold or provided at the Certified Farmers’ Market, without deduction for costs, expenses, Vendor fees, or other amounts, excluding only sales taxes separately stated and collected from customers.
Confidential and Proprietary Vendor Sales Information. Individual Vendor Gross Sales information submitted pursuant to this Section shall be considered confidential, proprietary, and commercially sensitive information of the individual Vendors and is being provided to City solely for purposes of contract administration, market performance evaluation, financial oversight, and verification of compliance with this Agreement. Licensee shall clearly identify Vendor-level Gross Sales information submitted to City as “CONFIDENTIAL – PROPRIETARY BUSINESS INFORMATION.” City shall maintain such information in a manner intended to protect its confidential and proprietary nature and shall not voluntarily disclose individual Vendor Gross Sales information to the extent such information is protected from disclosure under the California Public Records Act or other applicable law. Nothing in this Agreement shall be construed as a guarantee by City that any record is exempt from disclosure under the California Public Records Act or other applicable law. In the event City receives a request seeking disclosure of individual Vendor Gross Sales information, City shall evaluate the request in accordance with applicable law and, to the extent legally permissible and reasonably practicable, provide Licensee notice of the request.
Vendor Roster and Development. Licensee shall provide a current Vendor roster identifying each participating Vendor, Vendor category, and whether the Vendor is based in San Clemente or the surrounding region. The report shall identify Vendors added or discontinued during the quarter and briefly describe ongoing recruitment efforts, including efforts to attract qualified local Vendors, expand product offerings, and address underserved product categories or other identified market needs.
Community Feedback and Market Enhancements. Licensee shall maintain an accessible means for customers and members of the community to provide ongoing feedback regarding the Certified Farmers' Market. Licensee shall cooperate with the License Administrator in evaluating reasonable opportunities to improve the Vendor and customer experience and address concerns.
No more than forty (40) vendors shall display and/or sell food or products at the Certified Farmers’ Market, and all shall be in compliance with fire and health department regulations, including spacing, Vendor grouping requirements, and separation limits. No additions, enlargements, or modifications of uses or structures within the License Area shall be allowed without prior written approval of the City Manager or designee.
Farmers’ Market Information Booth. Licensee shall host and staff a Farmers’ Market information booth as part of the Certified Farmers' Market at least one (1) market day per calendar month. The information booth shall provide customers and members of the community an opportunity to obtain information regarding the market, participating Vendors, Certified Farmers’ Market operations, and other market-related information. The timing, location, and general operation of the information booth shall be coordinated with the License Administrator. The information booth may also be used, as mutually agreed upon by the City and Licensee, to provide information regarding City recreation programs, community activities, or other City initiatives.
Licensee shall be responsible for setup, operation, maintenance, sanitation, and cleanup of the Certified Farmers’ Market. The setup shall include the placement of vendors in accordance with the approved site plan. Licensee shall be responsible for maintaining the License Area in a clean and orderly fashion during the approved hours of use of the License Area by providing routine removal of foreign material, waste, and debris from the License Area. After the completion of each Certified Farmers’ Market, Licensee shall be responsible for properly disposing of all trash that has accumulated from the operations of the Certified Farmers’ Market. Maintenance, sanitation, and clean-up shall be conducted within such rules and guidelines as may be promulgated by the Orange County Health Department, the City, and any other governmental entity having jurisdiction.
Licensee acknowledges that City-permitted outdoor dining decks and related improvements may be located within or adjacent to the License Area. Licensee shall configure the Market and place Vendors in a manner that accommodates such permitted areas and business access.
Licensee shall ensure that market setup and operations do not block, obstruct, or otherwise interfere with any designated accessible (ADA) parking space, access aisle, curb ramp, or accessible path of travel.
Per Orange County Fire Authority Guidelines (OCFA Guideline F-05), an OCFA permit is required to erect or operate a tent or air-supported temporary membrane structure having an area in excess of 200 square feet, or a canopy in excess of 400 square feet, except for structures used exclusively for camping. (UFC 105.8t.1.) The regulations of the State Fire Marshal for large and small tents, awnings, and other fabric enclosures shall also apply. (UFC 320.) Licensee shall observe community noise restrictions as set forth in the City's Municipal Code. Sound amplification associated with any activity is also subject to the Municipal Code. Licensee shall obtain and maintain a sound amplification permit prior to the use of any sound amplification equipment. Applications for sound permits must be filed at least ten (10) working days prior to the proposed event and are reviewed by the City’s Beaches, Parks and Recreation Department.
Operations within the License Area shall be conducted in accordance with California Code of Regulations Title 3, Sections 1392.1, et seq., and within the guidelines set forth in the State of California Department of Agriculture marketing plan.
Licensee shall keep participants and all its Vendors from engaging in disorderly, unsafe, or disruptive conduct, such as fighting or rude and abusive verbal confrontations. If Licensee cannot control the situation, Licensee shall contact City staff and/or the Orange County Sheriff’s Department for assistance.
All loading and unloading of merchandise, vendor booths and other related improvements shall take place within the License Area.
Licensee may permit vendors to provide tastings of their products to attendees, subject to applicable law. Tastings are limited to sample-sized portions and shall not constitute full servings for consumption on-site, except as otherwise authorized by law.
At its sole and absolute discretion, the City reserves the right to require the Licensee to reduce the number of vendors selling food for on-site consumption and/or restrict on-site food consumption to tastings only, by providing the Licensee ten (10) calendar days' prior written notice.
In accordance with San Clemente Resolution No. 04-27, there will be no use of Styrofoam products at any location within the City limits. Licensee shall prevent the utilization and/or distribution of expandable polystyrene food service products, commonly referred to by the trade name “Styrofoam,” by any Licensee attendee or vendor (caterer) during the term of this Agreement. Failure to abide by this resolution may result in enforcement action, including termination and/or fines.
Only a Certified Farmers’ Market may be operated in the License Area. Licensee may not operate or conduct any other event or enterprise unless Licensee receives required additional prior written approvals from the City.
City shall post and maintain “No Parking” signs along the designated License Area. Licensee shall comply with all traffic regulations established for the operation of the Certified Farmers’ Market by the City Traffic Engineer, which are attached as Exhibit C to this Agreement and incorporated fully herein by this reference. Throughout the term of this License, City reserves the right to require Licensee, at Licensee's sole cost and expense, to provide additional traffic control measures deemed necessary by the City, in its sole and absolute discretion, to ensure public safety and/or to alleviate traffic impacts in the areas surrounding the License Area; in each case upon not less than five (5) calendar days' prior written notice to Licensee.
Licensee covenants and agrees that Licensee shall: (i) not use the License Area for any unlawful purpose; and (ii) use the License Area in a careful and proper manner in accordance with this Agreement.
Licensee shall at its own expense operate the Certified Farmers’ Market in accordance with all applicable provisions of the statutes, rules and regulations of the State of California, the ordinances and regulations of the County of Orange, and the ordinances of the City of San Clemente.
City shall be entitled, without prior notice, to inspect the License Area for compliance with the terms of this Agreement, and with all applicable Federal, State and local (including those of the City) government regulations.
TERMINATION OF LICENSE
Notwithstanding the term of this Agreement, this License may be terminated during the term or any extended term in the following manner:
By Licensee: At any time, without cause, upon the giving of six (6) months’ written notice of termination to City; By City: At any time, without cause, upon the giving of thirty (30) calendar days' written notice of termination to Licensee; or If, after written notice of default to Licensee of any of the terms or conditions of this Agreement, Licensee fails to cure or correct the default within ten (10) business days of receipt of written notice, City may immediately terminate the License.
ADMINISTRATION
This License shall be administered by the Beaches, Parks and Recreation Department. The Beaches, Parks and Recreation Director or his/her designee shall be the License Administrator and shall have the authority to act for City under this License except to the extent that such authority is granted to the City Manager or City Council to act. The License Administrator or their authorized representative shall represent City in all matters pertaining to this License.
INDEMNITY AND LIABILITY FOR DAMAGES
To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), Licensee shall defend (with legal counsel acceptable to City), indemnify, and hold free and harmless City and City’s agents, officers, employees, contractors and volunteers (collectively, the “Indemnitees”) from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of any Licensee participants, invitees officers, agents, employees, representatives, volunteers or subcontractors of Licensee [collectively, the “Licensee Entities”]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney’s fees, litigation expenses and fees of expert contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the acts, omissions, negligence, recklessness, or willful misconduct of any or all Licensee’s Entities in connection with the Certified Farmers’ Market or the use of the License Area, by any of the Licensee Entities anyone directly or indirectly employed by any of them, or anyone that they control (collectively, the “Liabilities”). Such obligation to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused by the sole and active negligence or willful misconduct of such Indemnitee.
Licensee shall be liable and responsible for the security, repair, and maintenance of the License Area to the extent necessitated by Licensee's use of the License Area under this Agreement. Licensee shall use care to protect the License Area, keep it in a clean and safe condition during use, and restore it to its original condition to the satisfaction of the City when the License Area is not in use by Licensee.
INSURANCE
Without limiting Licensee's indemnification of City, and prior to commencement of work, Licensee shall obtain, provide, and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms, and conditions described in the Insurance Requirements attached hereto as Exhibit D, and incorporated fully herein by reference.
PROHIBITION AGAINST ASSIGNMENT, TRANSFER AND SUBCONTRACTING This License shall not be assigned or transferred without the prior written approval of City, which approval may be withheld in the City's sole and absolute discretion. Any assignment or transfer made without the City's prior written consent shall be null and void. Licensee shall not subcontract any of its obligations under this Agreement without the prior written approval of City.
CONFLICT OF INTEREST
The Licensee or its employees may be subject to the provisions of the California Political Reform Act of 1974 ("Act"), which (a) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (b) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Licensee shall conform to all requirements of the Act. Notwithstanding Section 9, failure to conform to the requirements of the Act constitutes a material breach and is grounds for immediate termination of this Agreement by City. Licensee shall indemnify and hold harmless City for any and all claims for damages resulting from Licensee's violation of this Section.
NOTICE
All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Licensee: INTRODUCTIONS UNLIMITED, INC.
2316 CALLE ALMIRANTE
SAN CLEMENTE, CA 92673
ATTN: RICHARD HEIL, OPERATOR
City: CITY OF SAN CLEMENTE
910 CALLE NEGOCIO
SAN CLEMENTE, CA 92673
ATTN: BEACHES, PARKS & RECREATION DIRECTOR AND CITY CLERK Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first-class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
STANDARD PROVISIONS
Compliance with all Laws. Licensee shall at its own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal, state, county, or municipal, whether now in force or hereinafter enacted or modified. In addition, all work performed by Licensee shall conform to applicable City, county, state, and federal laws, rules, regulations, and permit requirements and be subject to approval of the License Administrator.
Waiver. A waiver by either party of a breach of a term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein.
Force Majeure. Neither Party shall be deemed in default of this Agreement, nor liable for any delay or failure in performance, to the extent such delay or failure is caused by circumstances beyond the reasonable control of the affected Party, including, without limitation, acts of God, fire, flood, earthquake, severe weather, natural disaster, epidemic or public health emergency, war, civil disturbance, governmental order, or other similar event that makes performance impracticable or unsafe. The affected Party shall provide notice to the other Party as soon as reasonably practicable and shall make reasonable efforts to resume performance when conditions permit. This Section shall not excuse Licensee's obligation to pay any License Fees or other amounts that accrued prior to the force majeure event.
Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply.
Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
Controlling Law and Venue. The laws of the State of California shall govern this Agreement, and all matters relating to it, and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. Licensee hereby waives any rights under Code of Civil Procedure section 394.
Taxes. Licensee acknowledges that the License granted herein may be subject to possessory interest taxes. Licensee shall have the sole obligation to pay any taxes, fees, and assessments, plus applicable penalties and interest, which may be imposed by law and arise out of Licensee's License hereunder. Licensee shall indemnify, defend (with counsel acceptable to City), and hold harmless City against any and all such taxes, fees, penalties or interest assessed, or imposed against City hereunder.
No Third-Party Rights. The parties do not intend to create rights in or grant remedies to any third party as a beneficiary of this Agreement, or of any duty, covenant, obligation, or undertaking established herein.
No Attorneys' Fees. In the event of any dispute under the terms of this Agreement, the prevailing party shall not be entitled to attorneys' fees.
Amendments. Either Party may request changes to this Agreement. Any modifications to this Agreement must be in writing and signed by authorized representatives. Any changes, modifications, revisions, or amendments to this Agreement, which are mutually agreed upon by and between the Parties to this Agreement, shall be incorporated by written instrument and effective when executed and signed by all parties to the Agreement.
Counterparts/Electronic Signatures. This Agreement may be executed in counterparts, which together shall constitute one and the same agreement. This Agreement may be executed electronically with the same force and effect as original, ink signatures. [End – signature page follows]
WHEREFORE, the Parties execute this Agreement, agreeing to be bound by the above terms and conditions effective as of the date first entered above.
CITY OF SAN CLEMENTE,
a California municipal corporation
By:_______________________________
Andy Hall, City Manager
ATTEST: Dated: __________________, 2026 By: _____________________________
CITY CLERK of the City of
San Clemente, California
APPROVED AS TO FORM:
By: _____________________________
Elizabeth A. Mitchell, City Attorney
INTRODUCTIONS UNLIMITED, INC.
a California Corporation
By:_____________________________
Sandra Heil, CEO
Dated: __________________, 2026
By:_____________________________
Richard Heil, Secretary
Dated: __________________, 2026
Attachments: Exhibit A: Depiction of License Area and Site Plan Exhibit B: Traffic & Safety Regulations
Exhibit C: Insurance Requirement
Exhibit D: Quarterly Report
Exhibit E: Workers' Compensation Declaration
EXHIBIT “A”
LICENSE AREA
EXHIBIT “B”
TRAFFIC & SAFETY REGULATIONS
Prior to implementing any modifications to the Site Plan, Licensee shall submit the changes to the market layout to the Beaches, Parks and Recreation Department for review and approval.
Do not block entrances or exits from any building.
Do not block Fire Department access to any fire suppression equipment.
Emergency access must be maintained at all times during the Certified Farmers’ Market, including the set- up period before and the clean-up period after the event.
Obey all City, County, and State regulations. Comply with the lawful orders of Police and Fire personnel, or other government officials.
Licensee is responsible for ensuring all tents/canopies/shade structures or other similar equipment being used at the event are properly secured.
All vehicles shall be lawfully parked. No fire lane exemption.
No exclusive use of street, alleys, or sidewalks, except in the License Area pursuant to the terms of this Agreement.
No posting of promotional signs permitted on a portion of public property, including trees, utility poles, street signs, unless otherwise approved by relevant City staff.
Activities shall not create a pedestrian or traffic hazard. Prevent crowds from standing in the streets and from blocking sidewalks.
Complete cleanup of the License Area is the responsibility of the Licensee.
Any and all directional signage must be set up on the day of the Certified Farmers’ Market and removed immediately following the event, pursuant to the terms of Section 7 of this Agreement.
Open flame or other devices emitting flame are not permitted inside or within 20 feet of the tent, canopy, or temporary membrane structure.
Licensee shall ensure all traffic control measures are installed no later than one hour before the start of the Market and removed immediately following the event, pursuant to the terms of Section 7 of this Agreement.
EXHIBIT “C”
INSURANCE REQUIREMENTS
Provision of Insurance. Without limiting Licensee's indemnification of City, and prior to commencement of operations, Licensee shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Licensee agrees to provide insurance in accordance with the requirements set forth here. If Licensee uses existing coverage to comply and that coverage does not meet these requirements, Licensee agrees to amend, supplement, or endorse the existing coverage.
Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.
Coverage Requirements.
Workers' Compensation Insurance. Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. See Exhibit “E”.
General Liability Insurance. Licensee shall maintain commercial general liability insurance, and if necessary, excess/ umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, product liability, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. If required, the policy shall be endorsed to include affirmative coverage for Sexual Abuse/Molestation and corporal punishment, or a separate policy shall be obtained with a limit of not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) general aggregate.
Automobile Liability Insurance. A Personal Automobile Liability policy for the Licensee’s own vehicle stipulating "Automobile Liability Insurance with a limit of not less than $100,000 each accident".
Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:
Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, and employees or shall specifically allow Licensee or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Licensee hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors.
Additional Insured Status. All liability policies, including general liability, excess liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officials, agents, volunteers, and employees shall be included as insureds under such policies.
Primary and Non-Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City.
Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment, for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the following:
Evidence of Insurance. Licensee shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsements must be approved by City's Risk Manager prior to operations. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies at any time.
City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Licensee sixty (60) calendar days' advance written notice of such change.
Enforcement of Agreement Provisions. Licensee acknowledges and agrees that any actual or alleged failure on the part of City to inform Licensee of non-compliance with any requirement imposes no additional obligations on City, nor does it waive any rights hereunder.
Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive, or to the exclusion of other coverage, or a waiver of any type.
Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City.
City Remedies for Non-Compliance. If Licensee or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation to purchase such insurance, to terminate this Agreement, or to suspend Licensee's right to proceed until proper evidence of Insurance is provided. Timely Notice of Claims. Licensee shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Licensee's performance under this License, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
Licensee's Insurance. Licensee shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.
EXHIBIT “D”
SAN CLEMENTE CERTIFIED FARMER'S MARKET
QUARTERLY REPORT
Licensee: _______________________________________________ Reporting Year: __________
Reporting Quarter:
☐ January–March
☐ April–June
☐ July–September
☐ October–December
SECTION 1 – VENDOR GROSS SALES
Vendor Information
Gross Sales
Name
Category
Month 1
Month 2
Month 3
Total Quarterly
Fees Paid to Licensee
TOTAL
Attach additional pages as necessary to report all participating Vendors.
For purposes of this report, Gross Sales shall have the meaning established in Section 7.8 of the Revocable License Agreement.
SECTION 2 – VENDOR ROSTER & DEVELOPMENT
Current Vendor Summary
Total Active Vendors: __________
Certified Agricultural Producers: __________
Prepared/Specialty Food Vendors: __________
Vendor Changes During Reporting Quarter
New Vendors Added: ☐ N/A
Vendor
Category/Product
Date Added
Vendors Discontinued: ☐ N/A
Vendor
Category/Product
Date Discontinued
Reason, if known
SECTION 3 – LICENSEE CERTIFICATION
I certify, under penalty of perjury, that the information contained in this Quarterly Market Report is complete and accurate to the best of my knowledge. Vendor Gross Sales reported herein are based upon monthly sales information submitted and certified under penalty of perjury by the individual Vendors participating in the San Clemente Certified Farmers’ Market, as required by the Revocable License Agreement.
Licensee/Authorized Representative: _______________________________ Signature: _______________________________
Date: ___________________________________
WORKERS' COMPENSATION DECLARATION
I hereby affirm under penalty of perjury one of the following declarations:
(ONE OF THE BOXES BELOW MUST BE CHECKED)
I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract.
I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are:
Carrier____________________________________________________ Policy Number______________________________________________ I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker’s compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions.
WARNING: FAILURE TO SECURE WORKERS’ COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY’S FEES.
Dated: _______________________________
________________________________
(“CONSULTANT”)
By: ________________________________
________________________________
Title
________________________________
Address
________________________________
City of San Clemente
Farmers Market License Agreement Page 1
City of San Clemente
Farmers Market License Agreement Page A-1
City of San Clemente
Farmers Market License Agreement Page B-1
City of San Clemente
Farmers Market License Agreement Page C-1
City of San Clemente
Farmers Market License Agreement Page D-1
City of San Clemente
Farmers Market License Agreement Page E-1
EXHIBIT “E”
WORKER’S COMPENSATION INSURANCE CERTIFICATION
Attachment 2