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HomeMy WebLinkAbout2026-092 AGRMT Lithia Artisans Market License Agreement - Calle Guanajuato AgN� a Calle Guanajuato L z Lithia Artisans Market License Agreement City Information Applicant Information i City of Ashland Firm Name: L4 tilt. Attn: Parks Commission Contact: 20 East Main Street Address: 1.2 V S �L AJ Ashland, Oregon 97520 Phone: Phone: 5''y ( C) Email: Email• cl � I This LITHIA ARTISAN MARKET LICENSE (also referred to herein as"License") is made and entered into this S"--` day of , 2026, by and between the City of Ashland, a municipal corporation of the Sta e of Oregon, by and through the Ashland Parks and Recreation Commission, (hereinafter collectively referred to as "City"), and Lithia Artisans Market of Ashland (hereinafter referred to as "Licensee" or "Market"). 1) SCOPE OF LICENSE: Licensee has License to operate and maintain an outdoor marketplace within the described License Area portrayed in Exhibit A and B. a) This License gives no estate or interest in the License Area, it is revocable and not assignable. b) This License does not otherwise waive, modify or grant compliance with federal, state, or local laws applicable to the Licensee or its business. c) City retains all rights to use and maintain the License Area for the purposes for which it holds the property without unreasonably interfering with the License granted to Licensee. 2) COMMENCEMENT: The term of this License shall commerce upon approval and execution by both the City and Licensee ("Commencement Date"), unless terminated early as provided herein. 3) DURATION OF USE:The duration and scope of the revocable License granted herein is for one season, beginning on the Commencement Date and ending on Roy, $ , 2026 and in accordance with the use limitations in Section 5. 4) PAYMENT OF LICENSE FEES AND REIMBURSABLE EXPENSES: a) Licensee shall pay a License fee based upon the square footage of the License Area. The square footage awarded shall be determined each year by written order of the Parks Director and shall be set forth precisely in Exhibit A and B. i. The fee shall be . a J per square foot per day for the Lithia Artisans Market as approved by the City Council. 2026 Calle-Artisan License Agreement Page 1 of 16 ii. Any payments for fees, taxes or assessments required of the Licensee, including any disputed fees, taxes or assessments, must be made by the Licensee before any new license will be authorized. b) The Licensee will reimburse City for all actual utility and service costs the City provides, including electric power, water, sewer, garbage and cleaning services as applicable. 5) USE OF PREMISES AND OPERATION LIMITS: a) The Licensee is permitted to occupy, prepare, and operate in the License Area during the following designated periods and hours of operation: i. On Saturday and Sundays only. The period begins on Saturday Mwck 10 2026 and ends on Sunday �j j,I Y , 2026. ii. For Saturdays when the full lawn is available as determined by APRD staff, booths will prioritize the horseshoe and will only place vendors along the outside of the lawn sidewalk if there is not enough space on the lawn. Exhibit A (Large Market) iii. For Sundays and when Parks does not allow full usage of the lawn (for reseeding, wet etc) booths can line both sides of the park row. Exhibit A (Small Market) iv. There will be no use of grass areas when APRD staff determines the damage to the lawn would be significant. Locations for the booths will be marked by APRD staff. The hardscape areas will be filled before filling lawn locations except for the park row locations. v. Saturday hours of operation are from 10 a.m. to 6 p.m. Sunday hours of operation are from 10 a.m. to 5 p.m. vi. If the LAMA would like to operate on the 4th of July Holiday or Halloween, they must coordinate with the Chamber of Commerce as they hold the permits for Lithia Park and surrounding areas for those days. b) Licensee will operate the Market independently of the established Plaza Merchant businesses. i. Licensee will assure that all Market vendors and their agents limit their merchandise sales to handcrafted and personally created items. ii. Licensees will further assure that all Market vendors, their agents, and/or their guests and customers do not act, in any manner,to: 1. Damage, conflict or interfere with Plaza Merchant businesses, including operations during permitted access and normal business functions. 2. Sell mass produced items. 3. Serve any type of prepared or packaged food or edible and/or beverage within the License Area. c) Compliance with Law. Licensee must comply with all federal, state and local laws, rules, and regulations applicable to them. i. Licensee is responsible for obtaining a business license in accordance with AMC Chapter 6.04. If Licensee does not pay for a license, for any reason whatsoever, then each vendor shall be required to obtain an individual business license. See AMC 6.04.085. ii. Any permit, license or other authorization granted by the City, shall not in any way be interpreted as a waiver, modification, grant, or affirmation of any other City, state, 2026 Calle-Artisan License Agreement Page 2 of 16 county, or federal agency permits or authorizations or permission to violate any City, state, county, or federal law or regulation. 6) Failure to comply with any provision of this section is grounds for immediately revoking Licensee's License. City reserves the right to seek penalties for Licensee's or vendors' violations of law, including enforcement of its own Ashland Municipal Code. a) Maintenance and Safety. Licensee must maintain all the grounds, improvements, facilities, assets equipment and fixtures contained within the License Area in good repair and in safe, sanitary, clean, and attractive condition. Any equipment or fixture subject to this Agreement is subject to review and removal by the City. b) Physical Improvement Restrictions. This License does not authorize or permit physical improvements or alterations to City property or installation of structures or fixtures within the License Area without the express written authorization of the City Parks Director and the Community Development Director. c) Temporary Structure and Vendor Guidelines. Licensee may allow each Market vendor to construct a temporary structure in accordance with size and safety specifications as found in the Calle Guanajuato Vendor Information Handbook. i. All booths shall be kept neat with tables covered and boxes out of sight. ii. Licensee must pack out all garbage and keep the License Area in a clean and neat order during the Market hours of operation. 1. Refuse will be collected as soon as possible consistent with normal operations of the sanitary service, and each day within two (2) hours after Licensee's close of business. 2. Licensee must not use trash receptables which belong to or are paid for by Plaza business establishments. iii. Licensee will promptly remove and/or correct any structure,fixture, or condition in violation of this License upon the reasonable request by City. 7) FIRE AND LIFE SAFETY. Licensee shall comply with any and all fire and life safety guidelines, recommendations and requirements issued by the City of Ashland Fire Marshal, including, but not limited to, an obligation to: a) Maintain all required fire and emergency access areas; b) Ensure that permitted equipment does not encroach upon or obstruct public walkways or open space areas while maintaining a clear eight (8)foot pathway for emergency vehicles as approved by the City of Ashland Fire Marshal; c) Maintain a clear, unobstructed space around any fire hydrant as required for fire safety; d) Have available and maintain such fire extinguishers as determined by the Fire Marshal; e) Smoking is not permitted on the License Area under any circumstances, and Licensee must advise its patrons accordingly; and 2026 Calle-Artisan License Agreement Page 3 of 16 f) Unless otherwise expressly granted by the City, Licensee shall not use any bottled gas, electrical devices, or hazardous materials or hazardous substances without prior approval by the Ashland Parks Director. (For purposes of the License "Hazardous Substance" or "Hazardous Material" means any hazardous,toxic, infectious, or radioactive substance, waste or material as defined or listed by any local, state or federal environmental law.) g) Maintain a 24" buffer zone between the building edge and the license Area when adjacent building has outdoor seating. 8) VEHICULAR ACCESS. Unless otherwise provided herein, Licensee must strictly comply with limitations in AMC 10.68.400 on vehicular access to the Calle Guanajuato. a) City, at its sole discretion, may issue revocable access permits to Licensee according to limited purposes and for limited times to facilitate set up, take down, and removal of structures, equipment, supplies, waste, and other materials authorized by this License. b) Vehicles must exclusively ingress and egress from Winburn Way and will not enter or exit from the north (Plaza) end of Calle Guanajuato; nor will they extend beyond the area designated for the License. c) At no time may the Licensee interfere with the eight (8) foot clear path required for emergency vehicles. d) The Licensee must ensure that appropriate pedestrian safety precautions are maintained while vehicles using the access permits are in the vicinity. 9) INSURANCE: Licensee must, at its sole cost and obligation, procure and maintain insurance in accordance with the requirements of Exhibit C in full force and effect throughout the term of the License. Licensee must provide the City with copies of said insurance certificates and shall name the City of Ashland as an additional insured. 10)INDEMNITY AND HOLD HARMLESS: Licensee will defend, indemnify and hold City and/or Parks Commission, their officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses,judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death,) or damage (including loss or destruction)to property of whatsoever nature arising out of or incident to this License or the activities that take place on licensed property. Licensee waives the right of subrogation regarding the insurance policy as described in the Insurance Section in this License. Licensee will not be held responsible for damages caused by negligence of City and/or the Parks Commission. a) The obligation to indemnify is expressly understood to survive termination of this License for any reason, and includes reasonable attorneys' fees, including attorneys' fees on appeal, and investigation costs and all other reasonable costs, expenses and liabilities incurred by City or its attorney from the first notice that any claim or demand is to be made or may be made. 11)TERMINATION: Notwithstanding any other provision herein, the City may terminate this License, 2026 Calle-Artisan License Agreement Page 4 of 16 in whole or in part, at any time for any reason considered by the City, in the exercise of its sole discretion, to reasonably be in the public interest. The City will provide the Licensee seven (7) days prior written notice of a termination for public convenience. a) Licensee's recourse to contest termination of the license by City is provided in AMC 2.30, Uniform Administrative Appeals Process. b) Notwithstanding any other provision herein, City may order vacation of the License Area or immediately remove the Licensee or any other person who may be occupying the License Area without resort to a Court Order sanctioning such action. c) Upon failure to vacate, City is expressly authorized to remove all Licensee property from the License Area at the Licensee's expense. i. City will reasonably safeguard and maintain the property of the Licensee for at least 30 days and shall leave it reasonably available for Licensee to take possession. City may dispose of any property that remains unclaimed after 30 days.The City may use reasonable discretion to immediately dispose of non-durable or solid waste, including but not limited to food and other putrescible waste. 12)SURRENDER: Upon the expiration of the original term or terms, as extended by the parties, Licensee, shall surrender to the City the License Area in as good or better condition and order as it was originally received, except for reasonable and typical wear and tear. 13)DISPUTE RESOLUTION AND ATTORNEY FEES: The preferred method of resolving disputes between the parties under this License shall be first by mediation. Mediation shall be conducted by a mediator chosen by mutual agreement of the parties; if there is no agreement, the mediator shall be appointed by an elected Jackson County Municipal Court Judge or Judge pro tem. a) Except for costs associated with building a case, for attorney fees, and for expert witnesses, any mutually incurred cost of mediation services shall be shared equally between the two parties. b) In any administrative appeal or litigation between the parties arising out of this License, the prevailing party shall recover its reasonable attorneys fees incurred at trial and upon appeal. "Attorneys fees" shall include the reasonable value of the services of in-house counsel. 14) MISCELLANEOUS PROVISIONS. a) Notice. Any notice affecting the rights of the parties under this License shall be delivered in writing either in person or to the following parties by first class mail: City: Rachel Dials, Deputy Parks Director Ashland Parks and Recreation 340 South Pioneer Street Ashland, Oregon 97520 Phone Number: 541-488-5340 2026 Calle-Artisan License Agreement Page 5 of 16 Copy to: Sabrina Cotta, City Manager City of Ashland 20 East Main Street Ashland, Oregon 97520 Phone Number: 541-552-2100 Fax: 541-488-5311 Licensee: Lithia Artisans Market of Ashland Attn: Marcus Scott Address: Phone Number: �Lt;U b) Governing Law. This License, and all matters relating to this License, shall be governed by the laws of the State of Oregon in force at the time any need for interpretation of this License or any decision or holding concerning this License arises. The parties to this License do not intend to confer on any third party any rights under this License. c) Severability. If any provision of this License is held by a court of competent jurisdiction to be either invalid, void, or unenforceable,the remaining provisions of this License shall remain in full force and effect. d) Merger.THIS LICENSE CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR EXPRESS AND/OR IMPLIED STATEMENTS, NEGOTIATIONS AND/OR AGREEMENTS BETWEEN THE PARTIES, EITHER ORAL OR WRITTEN, AND MAY NOT BE AMENDED, CHANGED OR MODIFIED IN ANY WAY, EXCEPT BY WRITTEN AGREEMENT SIGNED BY ALL PARTIES HERETO. DATED this J day of 2026 Licensee: Licensor/City of Ashland, t* C OreVPRC S U4 Printed Name: Rac-�'ef Dials, Deputy Parks Director Ashland Parks and Recreation „ Date: _ L— Date: V ll/ Approved as to form: 3.3.26 (Carmel ahran,Assistant City Attorney 2026 Calle-Artisan License Agreement Page 6 of 16 Exhibit C Insurance Requirements The Licensee,at its sole cost and expense,commencing on the effective date of this License,shall procure and maintain insurance acceptable to the City in full force and effect throughout the term of this License. It is agreed that any insurance maintained by City shall apply in excess of,and not contribute with,insurance provided by Licensee. Licensee's Insurance shall be primary and non-contributory and have a cross-liability clause. During the term of this contract, Licensee shall maintain in full force,all the insurance coverage noted below with the City named as additionally insured: 1. Comprehensive General Liability insurance,with a general aggregate limit of not less than $2,000,000 and $2,000,000 per occurrence. Each policy shall contain a blanket contractual liability endorsement to cover the Licensee's indemnification and other obligations under this License as well as owners'and contractors' protective insurance, products and completed operations coverage,fire damage,personal and advertising injury coverage. It shall also include,if appropriate for the contract,coverage for License Area operations,explosion and collapse hazard, underground hazard,products,completed operations,contractual insurance,and independent contractors. 2. Comprehensive Automobile Liability insurance,with a general aggregate limit of not less than$1 million and$1 million per occurrence,including coverage for owned, hired or non-owned vehicles. 3. Notice of cancellation or change. There shall be no cancellation, material change,reduction of limits or intent not to renew the insurance coverage(s)without 30 days written notice from the Licensee or its insurer(s)to the City. 4. Certificates of insurance. As evidence of the insurance coverage's required by this contract,the Licensee shall furnish acceptable insurance certificates to City at the time Licensee returns signed contracts. For general liability insurance and automobile liability insurance the certificate will provide that the City, Parks Commission, its officers,employees and agents are Additional Insureds. The certificate will include the 30-day cancellation clause,and will include the deductible or retention level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to the City. The Licensee shall be financially responsible for all pertinent deductibles,self-insured retention's,and/or self-insurance. Certificates of Insurance shall be forwarded to Ashland Parks&Recreation:The Grove,1195 E Main St., Ashland OR 97520. 5. Workers Compensation insurance in compliance with Oregon Statutes, [ORS 656.017]which requires subject employers to provide Oregon workers'compensation coverage for all their subject workers. (Required of Licensees with one or more employees, unless exempt under ORS 656.027).) Only if Licensee does not employ workers subject to ORS Chapter 656, Licensee shall sign the following affidavit: EXEMPTION AFFIDAVIT Licensee declares, under penalty of perjury and false swearing,that Licensee does not currently employ,and will not employ any individuals for work under this contract during the term this License is in force. Licensee Signature Date 2026 Calle-Artisan License Agreement Page 9 of 16 Exhibit B Proposal Documents Ashland Parks &Recreation Commission REQUEST FOR COMMERCIAL USE SPACE ON CALLE GUANAJUATO NAME OF APPLICANT Lithia Artisans Market of Ashland(LAMA)WK PHONE 5413019811 MESSAGE PHONE same EMAIL ADDRESS marcusantonious@gmail.com NAME OF AUTHORIZED REPRESENTATIVE Marcus Scott WHAT IS THE BEST WAY TO CONTACT YOU? *(Circle one)email/phone MAILING ADDRESS 1205TalentAvenue CITY Talent STATE 0r ZIP CODE: 97540 Follow these steps: 1. PLEASE ATTACH A SIMPLE SITE PLAN SHOWING HOW RESTAURANT EQUIPMENT AND/OR CONCESSION STANDS WILL BE LOCATED WITHIN THE BOUNDARY OF THE SITE LOCATION. 0 2. PLEASE CIRCLE ON BOUNDARY MAP WHICH AREA IS REQUESTED a. WILL ALCOHOLIC BEVERAGES BE SERVED?(Circle One)YESO NO® b. IS THIS A SHARED SPACE APPLICATION?(Circle Onq YES NO IF YES,WITH WHOM? NA This section to be filled out by APRC Staff Total Square Footage x$ = Date Paid The following items must be obtained before permit can be issued: • Copy of OLCC License for outdoor seating • Copy of Insurance Certificate naming City of Ashland as additional insureds • Signed copy of the waiver(to be provided later) T.f \ • °S• � � 1 ,1• �� • C\,f 1J ! +� e F-72 Q N n C c �? ANNIE-3 OP ID: AH '4�oRo CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 04/24/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. PRODUCER 425-427-8184 NAMTACT MICHAEL HUH MICHAEL HUH INSURANCE AGENCY PHONE 425-427-8184 f FAX 425-427-0821 1233 120TH AVE NE STE#B (A/C,No,Ext): I(A/C,No): BELLEVUE,WA 98005 E-MAIL MICHAEL HUH ADDRESS: INSURERS AFFORDING COVERAGE NAIC# Jyygg INSURER A:SCOTTSDALE INSURANCE CO. ANNIEpS KITCHEN INC INSURERB: DBA:LITTLE TOKYO)c INSURER C: 29 N MAIN ST ASHLAND,OR 97520 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DDL UBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR CPS8423187 04/25/2026 04/25/2027 DAMAGE TO RENTED 100,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 5,000 PERSONAL&ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 X POLICY D PRO- ❑ LOG 2,000,000 JECT PRODUCTS-COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED BODILY INJURY Per accident $ AUTOS ONLY AUTOS AUTOS ONLY AUTOS ONL� PerOacadent AMAGE $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ WORKERS COMPENSATION SPER OTH- AND EMPLOYERS'LIABILITY YIN TATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) 29 N MAIN ST ASHLAND,OR 97520 CITY OF ASHLAND AS ADDITIONAL INSURED. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF ASHLAND THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 E MAIN ST ASHLAND,OR 97520 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD