HomeMy WebLinkAbout2009-064 Calle Guanajuato 2009-2014 AMD
FIRST AMENDMENT TO
PARK CONCESSION, LICENSE, RELEASE AND HOLD HARMLESS AGREEMENT
CONCERNING THE 2009-2014 CALLE GUANAJUATO MARKETPLACE
THIS FIRST AMENDMENT is made and entered into this _ day of
2009, by and between the City of Ashland, a municipal corporation of the State 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 "Concessionaire").
NOW THEREFORE, the above referenced Park Concession Agreement is hereby
amended as follows:
1. Notwithstanding any contrary language in the above-referenced Parks
Concession Agreement, for 2009-2010 Guanajuato Marketplace season, the Lithia
Artisans Market will run from April 15, 2009 through November 15, 2009.
2. All other provision of the Agreement, not inconsistent with the above changes
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
in two (2) duplicate originals, either as individuals, or by their officers, thereunto duly
authorized.
DATED this ~ day of ~ 2009.
,Licensee I Concessionaire: Licensor/ City of Ashland,
Oregon: Parks &. Recreation Commission
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Scott
Lithia isans Market of Ashland
P.O Box 3S85
Ashland Oregon 97520
Don Robertson, Director
Parks and Recreation Director
(authorized March 23, 2009)
Date:
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City Attorney
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PARK CONCESSION, LICENSE, RELEASE AND HOLD HARMLESS AGREEMENT
2009-2014 CALLE GUANAJUATO MARKETPLACE
THIS AGREEMENT is made and entered into this {7 day of ~/'.( 2009, by
and between the City of Ashland, a municipal corporation of the State 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 "Concessionaire").
WITNESSETH:
WHEREAS, pursuant to AMC 10.68.060, commercial sales activity is prohibited on
City of Ashland Park properties, except when expressly authorized in a written concession
agreement; and
WHEREAS, the City of Ashland owns or controls certain real parks property
comprising the Calle Guanajuato, situated and being in the City of Ashland, Jackson
County, Oregon; arid
WHEREAS, the Calle Guanajuato property was acquired with federal funds and is
restricted to public park purposes; and
WHEREAS, the use and occupancy of a portion of the Calle Guanajuato by
commercial entities pursuant to a valid concession agreement is consistent with the
purposes of such public park property; and
WHEREAS, Concessionaire is an Oregon not-for profit corporation, currently
registered and existing in the State of Oregon and in the City of Ashland, [Registry
Number 350006-86 ] ; and
WHEREAS, Concessionaire has requested permission to operate the Calle
Guanajuato Marketplace, consisting of commercial operations by member vendors,
artists and artisans (hereinafter collectively referred to as "vendors'), utilizing a portion
of the above-referenced Calle Guanajuato property, said "concession area", "premises"
or "subject property" being more particularly described and shown in Exhibit A attached
hereto and made a part hereof by this reference; and
WHEREAS, Concessionaire shall be solely responsible and liable for ensuring that
all Concessionaire's authorized vendors fully comply with all the terms, conditions and
requirements of this Agreement as well as all applicable rules and regulations
referenced herein; and
WHEREAS, the City desires to award to Concessionaire, through this concession
agreement, a revocable license and permit to use and occupy, under the terms and
conditions set forth herein, the portion of Calle Guanajuato referenced in Exhibit A; and.
Calle Guanajuato Concession 1
WHEREAS, the use and occupancy permitted under this concession agreement shall
be strictly limited to the display and sale, by authorized vendors, of materials and items
created and handcrafted by market vendors, as well as performances by performing artists
when specifically authorized, and which meet the City approved Concessionaire's Calle
Guanajuato Marketplace Guidelines, and Vendor Handbook; and
WHEREAS, pursuant to Oregon Statutes and City ordinance, parks concession
agreements are exempt from publiC contracting regulations; and
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Concessionaire and City agree as follows:
1. RECITALS: The above statements are true and correct and are incorporated
herein by this reference.
2. CITY GRANT OF REVOCABLE LICENSE /CONCESSION: City hereby grants and
delivers and Concessionaire hereby accepts this revocable license and concession for use of
the concession area outlined in Exhibit "A" (hereinafter "concession area"), subject to the
conditions, covenants, terms and provisions of this Agreement. Concessionaire and
Concessionaire's authorized Vendors shall be permitted to take occupancy of the
concession area only on Saturdays and Sundays, seasonally, beginning on May 1 and
ending on October 31 for the years 2009 - 2014. Concessionaire shall have the right to
operate and maintain an exclusive concession within the described concession area, subject
to those areas excepted from the concession area annually by order of the Parks Director
for restaurant use, together with all required fire and emergency access areas; in addition,
the facilities shall be used and maintained for the public purpose for which the property is
held or controlled by the City; accordingly, the license or grant of this concession is subject
to all the terms, covenants, conditions regulations and restrictions as applicable to the
property and as otherwise recorded in the official records. As such, the public shall be
authorized to use the concession area for ingress and egress, subject only to reasonable
security restrictions, limitations and conditions as established by concessionaire for
authorized vendors pursuant to this concession agreement.
3. SCOPE OF GRANT: The use of the premises and sole purpose of the license and
concession granted herein is to allow the use of the property as the Calle Guanajuato
Marketplace which concession is strictly limited to the sale by authorized Vendors of
materials and items created and handcrafted by such vendors as well as performances by
artists, all of which must meet the City-approved Calle Guanajuato Marketplace Guidelines
and Vendor Handbook. The authorized Calle Guanajuato Marketplace concession is more
particularly described and shown in the current Concessionaire proposal and solicitation
documents, related Ashland Parks and Recreation Commission communications, as well as
the City-approved Calle Guanajuato Marketplace Guidelines, and City-approved Vendor
Information Handbook, all such documents being attached hereto as Exhibit B and made a
Calle Guanajuato Concession 2
part hereof by this reference. It is the responsibility of the Concessionaire to be aware of
and comply with all current Ashland Parks and Recreation Commission policies and rules, as
they may be amended from time to time.
4. TERM / EFFECTIVENESS: The term of this Agreement shall commence
upon approval and execution by both City and Concessionaire and shall terminate on
October 31, 2014, unless terminated early as provided for herein. The effective date of
this Agreement shall be the latest date of signature by the parties. Additional or
subsequent dates or seasons shall require a new Agreement. The City shall have no
obligation to hereafter grant any future license or concession to Concessionaire. Regardless
of the end of the term or early termination, the obligations of the Concessionaire continue
in full force and effect until full payment of all financial obligations to the City and the
complete resolution and satisfaction of any claims under this Agreement.
5. DURATION / INTERVAL OF USE: The duration and scope of the revocable
License and Concession granted by this Agreement is for only five (5) Saturday/Sunday
market seasons beginning each May 1 and ending each October 31 for the years
2009-2014.
6. USE OF PREMISES AND CONCESSION OPERATION PARAMETERS:
The Concessionaire and Concessionaire's authorized Vendors, shall use, manage, operate
and maintain the concession and concession area as follows:
A. Strict Limitation on Uses. Operate the concession and use the
concession area in strict compliance with the terms and conditions and provisions of
this Agreement, and for the sole purpose of the operation and use of the property
as the Calle Guanajuato Marketplace described under "Scope of Agreement" above
and elsewhere in this Agreement.
B. Application to Vendors. Concessionaire shall make all Vendors subject to
the limitations, controls, obligations and requirements of this Agreement and
Vendors shall not be permitted entry or use of the subject concession area unless
Vendors have acknowledged in writing that they will comply with the limitations,
controls, terms and restrictions of this Agreement and Vendors execute and deliver
to City a release/indemnity agreement said agreement being attached hereto as
Exhibit C, and made a part hereof by this reference.
C. Compliance with Law. Comply with all applicable federal, state and local
laws, rules, and regulations, including specifically but not limited to all such laws and
regulations concerning non-discrimination in employment and provision of services,
publiC health and safety regulations and the policies, ordinances, rules and
regulations of the City of Ashland and Ashland Parks and Recreation Commission in
effect on date of use. Compliance with the Americans with Disabilities Act all
applicable regulations and administrative rules established pursuant to those laws, in
Calle Guanajuato Concession 3
the construction, remodeling, maintenance and operation of any structures and
facilities, and in the conduct of all programs, services, training, educational or
otherwise, shall be required.
D. Responsibility for Compliance. Obtain all federal, state and local permits,
licenses and authorizations as necessary for the management, operation and
maintenance of the Concession as envisioned by this Agreement and the proposal;
Concessionaire shall be solely responsible for obtaining all such approvals, permits,
licenses, insurance, and authorizations from the responsible Federal, State and local
authorities, or other entities, necessary to use the property in the manner
contemplated, including all authorizations necessary to perform placement of
structures in the location and manner contemplated. All costs of compliance and
permitting are to be borne by Concessionaire and or Concessionaire's authorized
Vendors and not the City. Further, it is expressly agreed and understood that the
City has no duty, responsibility or liability for requesting, obtaining, ensuring, or
, verifying Concessionaire's compliance with the applicable state, county and federal
agency permit or approval requirements. Any permit or authorization granted by
the City, shall not in any way be interpreted as a waiver, modification, or grant of
any other city, state, county or federal agency permits or authorizations or
permission to violate any city, state, county or federal law or regulation.
Concessionaire shall be held strictly liable, and shall hold the City, its officers,
employees, and agents harmless for administrative, civil and criminal penalties for
any violation of federal state, county and city statutes or regulations. Nothing
herein shall be interpreted as restricting or limiting the City from bringing any
criminal or civil proceedings or administrative enforcement action under the Ashland
Municipal Code or Oregon State Statute.
E. Maintenance and Safety. Maintain all the grounds, improvements,
facilities, assets and fixtures contained within the concession area in good repair and
in safe, sanitary, clean, and attractive condition that is acceptable to, and approved
by the City. This obligation includes provision of adequate security measures to
prevent the unauthorized use of the concession area, facilities, grounds and protect
the resources ofthe Concessionaire, authorized vendors and the City. City shall be
under no obligation to make or perform any repairs, maintenance, replacements,
alterations, or improvements on the Calle Guanajuato Property for, or on behalf of
Concessionaire, or to provide security measures. City reserves the right to make
repairs, replacements, alterations, and to perform other work on or around the
subject property, and to exercise police power and regulatory functions in the
Concession area and will strive not to cause unreasonable interference with use of
the property by Concessionaire. Concessionaire, and its authorized vendors shall
have no right to any abatement of charges under this Agreement nor any claim
against City, its officers, employees and agents for any inconvenience or disturbance
resulting from City's activities in conducting the above-referenced activities.
Calle Guanajuato Concession
4
F. Damage/Repair. Not injure, damage or deface or allow its vendors"
contractors or patrons to injure, damage or deface the Calle Guanajuato premises,
including but not limited to the grounds, improvements, facilities, assets and fixtures
owned or controlled by City. Upon demand, the Concessionaire shall completely
repair any such damage to the City's satisfaction or reimburse the City for the cost
of repair or replacement of any items, at the sole discretion of the City. Failure to
make such repair or reimburse the City within 15 days of such written demand shall
be considered a default and may result in a termination of the license and
concession. Claims may be submitted to Concessionaire's insurance carrier but such
submission does not excuse the prompt and timely reimbursement or payment as
called for in this Agreement. Concessionaire shall further indemnify and hold the
City, its officers, employees, and agents harmless from all damages or injuries to
the premises including the grounds, improvements, facilities, assets and fixtures
caused or permitted by the Concessionaire.
G. Temporary Structures. Except for placement of temporary structures
authorized below, this Agreement does not authorize or permit physical
improvements or alterations to City property or installation of structures or fixtures
thereon without the express written authorization of the City Parks Director.
Improvements may only be made in accordance with Community Development
Department approved plans. Any and all improvements must meet local and state
code and all work must be performed by appropriately licensed contractors; Physical
improvements, structures or installation of fixtures shall, upon termination of the
concession, become the property of the City and shall be treated as donations to the
City, free of any and all encumbrances.
. Concessionaire 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. All booths shall be kept
neat with tables covered and boxes out of sight. Concessionaire shall
promptly see to the removal of any offensive structure upon receipt of a ,
written request of the Ashland Parks Director. Neither Concessionaire nor
vendors shall be permitted to set up booths, tables and/or other mechanisms
for selling prior to 7:00 a.m. during the designated market season(s). This
time will be strictly enforced and any deviation and/or violation may result in
immediate cancellation and revocation of the license to use the Calle
Guanajuato and termination of the concession, and/or revocation of market
vendor's individual space allocation. The Marketplace day will conclude at
7:00 p.m. Weekend selling hours will be Saturday from 10 a.m. to 6 p.m.
and Sunday from 11 a.m. to 5 p.m.
H. ' Fire and Life Safety. Strictly comply with any and all fire and life safety
guidelines, recommendations and requirements as dictated by the City of Ashland
Fire Marshal, including, but not limited to the following:
Calle Guanajuato Concession
5
. Concessionaire and all market vendors shall, at all times, ensure that
permitted temporary structures shall not encroach upon or obstruct public
walkways or open space areas while maintaining a clear eight (8) foot
pathway for emergency vehicles as approved by1the City of Ashland Fire
Marshal.
. Each fire hydrant shall have a clear, unobstructed space maintained
around it as required for fire safety.
. Concessionaire and all vendors shall further have available and shall
maintain such fire extinguishers as determined by the Fire Marshal.
. Concessionaire and all market vendors shall also abide by the Park
prohibition on smoking, specifically, "no smoking" is permitted on the
Calle Guanajuato under any circumstances;
. Concessionaire shall not allow market vendors to use any bottled gas,
electrical devices, or hazardous materials or hazardous substances
without prior approval by the Ashland Parks Director. [For purposes of
this Agreement "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]
. Helium for use with balloons is authorized only with written Fire Marshal
approval.
Any violation of the fire and structure safety requirements detailed herein or as
established by the Fire Marshal may result in immediate revocation of the license to
use the Calle Guanajuato and termination of the concession, and/or market vendor's
individual space allocation. The Concessionaire and market vendors shall be
required to meet, annually, with the City of Ashland Fire Department Fire Marshal in
order to identify and coordinate fire safety regulations for the Marketplace on Calle
Guanajuato.
, I. Land Use Approvals and Permits. Strictly abide by existing land use laws,
authorizations approvals and conditions for the seasonal concession use on the Calle
Guanajuato property. Concessionaire is not authorized by this Concession to make
application for any new land use approvals, including signage permits. Similarly,
applications for building department permits or other applications concerning city
property are not authorized by this Agreement. No banners, flags, signage and/or
marking of any kind shall be placed on Calle Guanajuato for marketplace purposes,
except that "exempt" signs under the Sign Ordinance in effect at the time, are
permitted within individual vendor booths. This Concession grants no permit or
authorization for signage or banners. Applications for signs on City Park property
can only be submitted by the City Parks Director and shall only be for governmental
purposes. Banners on City right-of-way must be applied for at City Administration.
Calle Guanajuato Concession
6
J. Vehicular Access. AMC 10.68.400 provides:
10.60.400. Vehicle Access to Calle Guanajuato. '
A. Access by vehicles to Calle Guanajuato, that area located between
Winburn Way and North Main Street, is prohibited between the hours of
11:30 A.M. and 10:00 P.M., Monday through Friday, and 8:00 A.M. and
10:00 P.M. Saturdays from May 1 through October 31.
B. The Ashland Parks and Recreation Commission may issue permits for
access during the hours of closure for vehicles of property owners or
lessees that have parking spaces on private land accessed through Calle
Guanajuato, or for other functions that are approved by the Ashland
Parks and Recreation Commission.
C When not otherwise prohibited, parking in Calle Guanajuato shall be
limited to loading and unloading only, and for a period not to exceed 5
minutes.
D. Any vehicle parked in violation of this Section shall be subject to the
penalty contained in Section 10.68.350, and as well, is subject to
impoundment according to the provisions of Chapter 11.36 of the
Ashland Municipal Code
Concessionaire and authorized vendors shall strictly comply with the above
limitations, except that pursuant to AMC 10.60.400 B., access permits are
authorized to be issued by the Parks Director, in the Director's sole discretion as
set forth below.
Parks Director may authorize the issuance of vehicle access permits to
Concessionaire for use by authorized vendors; such vehicle access permits shall
be valid only on Saturdays and Sundays between May 1 and October 31 of each
year 2009 - 2014 and only for the following times: 6:30 p.m. to 7:30 p.m. (Sat.)
and 5:30 p.m. to 6:30 p.m. (Sun.). These permits are only to facilitate take
down and removal of structures and other materials authorized by this
Agreement. Concessionaire shall procure and maintain insurance in accordance
with the requirements of Exhibit D in full force and effect throughout the term of
this license/ concession. Ingress and egress for vehicles shall be off Winburn
Way, exclusively. Vehicles will not enter or exit from the plaza end of Calle
Guanajuato; nor will they extend beyond the area designated for Marketplace
use. Vehicular access for setup must occur during non-closure periods, as such
times may be amended by the Council ordinance or other authorized regulation.
The Director reserves the right to revoke the vehicle access permits at any time.
At no time will the Concessionaire and authorized vendors interfere with the
eight (8) foot path required for emergency vehicles. Concessionaire shall be
solely responsible for issuing the vehicle access permits to vendors and shall do
Calle Guanajuato Concession 7
so in such a manner as not to cause traffic congestion nor to disrupt free
movement along the required eight (8) foot emergency vehicle pathway. The
Concessionaire shall also be held accountable for insuring that appropriate
pedestrian safety precautions are maintained while vehicles using the access
permits are in the area.
K. Parking Compliance. Concessionaire and authorized vendors are required
to strictly comply with all City of Ashland Parking Regulations, including time limits
and, except for the limited purposes identifi~d in the above permits, this Agreement
does not excuse compliance. Concessionaire shall advise Vendors that parking
prohibitions are fully applicable to vendors. Concessionaire shall maintain a vehicle
license number list of all market vendors which shall be made available to. the City
upon request.
L. Restroom Maintenance. Concessionaire shall be responsible for
designating a person to both monitor the Calle Guanajuato public restrooms during
the hours of Marketplace operation. Concessionaire shall advise the Parks Director,
in writing, of the designated person or entity responsible. Damages, vandalism or
the problems with the Calle restrooms shall be immediately reported to the Ashland
Police Department and the parks Director~ Failure to perform the obligations of this
paragraph is subject to the procedure specified in Summary Abatement [paragraph
6. N] below. '
M. Garbage Cleanup. Concessionaire shall provide refuse receptacles as
needed to keep the Calle area in a clean and neat order during the Marketplace
hours of operation, and shall have the refuse collected as soon as possible
consistent with normal operations of the sanitary service. The Marketplace shall not
use trash receptacles which belong to or are paid for by Plaza business
establishments. Concessionaire shall be also be held accountable for cleaning and
removing all refuse from the Calle Guanajuato Marketplace each day within two (2)
hours after the Marketplace closure. Clean-up shall be done to the standards set by
the Parks Director. Failure to perform the obligations of this paragraph is subject to
the procedure specified in Summary Abatement [paragraph 6. N] below.
N. Summary Abatement. When the Parks Director, or designee, believes
upon inspection, that the Restroom Maintenance and Garbage Cleanup provisions of
this Agreement are violated, or that some other unsanitary or public health and lor
publiC safety condition exists which was caused by, permitted by or allowed to occur
by Concessionaire, Vendors or their patrons, Director may immediately cause the
violations and conditions to be summarily abated using Ashland Parks and
Recreation Department employees or City contractors. Concessionaire shall be
responsible to reimburse the City for the actual cost [including overtime costs] to
remedy the violation or condition. Director or Director's designee will attempt to
contact Concessionaire to demand Concessionaire remedy the violation but Director
is not required to wait to perform summary abatement. Reimbursement shall be
Calle Guanajuato Concession 8
made to the City within three (3) working days after the performance of the
abatement and delivery of the charges to Concessionaire.
O. Non-Interference with Plaza Retail Businesses and Restaurants.
.
Concessionaire shall operate the Marketplace and cause the market vendors, their
assistants and/or family members to operate and interact with plaza business
establishments in a manner that does not damage, conflict with, or interfere with
Plaza Merchant businesses, including permitted access and normal business
functions. Marketplace vendors are not authorized to sell mass produced items by
virtue of this concession. Vendors are limited to handcrafted and personally created
items. Similarly, plaza restaurants, with valid concessions, shall have sole rights to
serve food or edibles of any type whether hot, cold, freshly prepared or packaged
and/or beverages on Calle Guanajuato. No other Plaza business merchant,
commercial establishment or Calle Guanajuato Marketplace vendor shall be allowed
to serve any type of prepared or packaged food or edible and/or beverage on Calle
Guanajuato. It is a violation of the Ashland Municipal Code to conduct commercial
activity on park property, including food service, without a concession agreement
approved by the City. Concessionaire is not authorized to conduct food service by
this Agreement, therefore it is unlawful, as well as a default under this Agreement,
for concessionaire or vendors to sell, offer for sale, expose for sale or solicit offers
to purchase any food or edible product of any kind on any portion of Calle
Guanajuato. Only a person or legal entity duly licensed and issued a concession by
the City for such food service purposes, in accordance with the "Restaurant Site
Permit Agreement" shall be permitted to conduct food service operations on the
Calle Guanjuato. Concessionaire and or vendors conducting food service without
necessary approvals shall be in default of this Agreement and City may immediately
revoke the license to use the concession area or the vendor's space allocation.
Concessionaire shall convey to all Calle Guanajuato Marketplace vendors that food,
edibles and beverages may be delivered and consumed at Calle Guanajuato by
concessionaire and authorized vendors with the understanding that all payments to
the solicited, delivering establishment(s) and/or merchant(s) be made outside of
Calle's boundaries.
7. PAYMENT: Concessionaire shall pay the City a fee based upon the square footage
of the concession area awarded each year to concessionaire. The square footage awarded
shall be determined each year by written Order of the Parks Director, after annual
Restaurant concessions are determined pursuant to paragraph 2 above. The square
footage flat fee shall be $3.60 per square foot, at the outset of this concession but may be
adjusted annually by Order of the Parks Commission. All payments shall be made monthly
during the season for which the concession is granted. For monthly payments, payments
shall be made on or before the 10th day of each calendar month, for the previous month.
Payments shall be made to "City of Ashland" and shall reference or notate "Calle
Guanajuato Concession." Payments may be made either in person at the City Parks and
Recreation Office or by first class mail delivered to 340 S. Pioneer St. Ashland, Oregon
,
Calle Guanajuato Concession 9
97520. Concessionaire shall maintain and keep proper account books, records and other
papers pertaining to Marketplace gross receipts per season. All Concessionaire and vendor
books, records and other papers shall be held available at a location reasonably accessible
to City officers and personnel, who may in turn inspect these during reasonable times to
verify concessionaire's and/or vendors' gross sales receipts. All required payments must be
made and verified by the City before any new license / concession will be authorized with
the Concessionaire or participating vendors. Failure to remit the amounts owed the City
under this Agreement, or submission of falsified returns or other falsification of records,
shall be submitted to the Jackson County District Attorney for consideration of criminal
prosecution, in addition to other remedies available to the City identified in this Agreement.
8. OTHER FEES AND CHARGES.
a. Booth Fees. Each Calle Guanajuato Marketplace vendor may use and occupy a
market space designated by the Concessionaire based on an allocation useable
market space provided by the Ashland Parks Director. Concessionaire and vendors
have no rights to utilize spaces not designated by the Parks Director.
Concessionaire and Vendor shall furnish any and all materials necessary for the
commercial venture. Subject only to the power of the Parks Director to require
removal of structures, assignment of space on Calle Guanajuato shall be solely
within the discretion of the Concessionaire and Vendors shall address all concerns
and questions to Concessionaire and shall make such contacts, including payment s
to Concessionaire.. The Concessionaire retains all booth fees and all rights to booth
fee price setting. ,
b. Application/ Registration Fees. Each Marketplace vendor will be required to
complete and sign a Calle Guanajuato Marketplace application form with the
Concessionaire. At the time the application is submitted a (current) registration fee
and current nonrefundable jury fee will both be collected by the Concessionaire in
the form of two (2) separate checks. Both of these fee charges are set and retained
by the Concessionaire. All vendor application forms shall be copied by
Concessionaire and provided to the City within 10 days of the commencement of the
season or within 10 days of first entry into the Concession Area by vendor,
whichever occurs first.
9. BUSINESS LICENSE/UTILITIES/TAXES: Concessionaire shall pay for a
business license for the Marketplace for each year it operates in accordance with AMC
Chapter 6.04. If Concessionaire does not pay for a license, for any reason whatsoever,
then each vendor shall be required to obtain an individual business license. [i.e. only when
the Concessionaire is fully licensed are vendors exempt AMC 6.04.085] Concessionaire
shall pay all taxes associated with the performance of this Agreement. Failure to obtain a
business license by payment of the business license tax may result in revocation of the
license to use the Calle Guanajuato and termination of the Concession. In addition,
violation of Chapter 6.04 is punishable by daily fines in accordance with AMC Chapter 1.08.
The Concessionaire shall payor reimburse the City for all actual utility and service costs
Calle Guanajuato Concession 10
provided by City, including specifically electric power, water, sewer, garbage and cleaning
services, as applicable.
10. INSURANCE: Concessionaire shall procure and maintain insurance in
accordance with the requirements of Exhibit D in full force and effect throughout the
term of this license/ concession. All insurances must expressly indicate coverage for
Lithia Artisan Guild members, i.e. vendors. Concessionaire shall provide the City with
copies of said insurance certificates and shall name the City of Ashland as well as the
Parks and Recreation Commission as an additional insured. Any request to modify or
waive the insurance requirements stated herein must be approved in writing by the
Parks Director and City Attorney.
11. RELEASE / INDEMNITY AND HOLD HARMLESS: Concessionaire, for itself,
its officers, members, vendors, employees, and agents, does hereby release and
forever discharge the City of Ashland, the Ashland Parks and Recreation Commission,
City officers, employees, agents, contractors, successors and assigns, from any and all
claims or causes of action which Concessionaire, its officers, members, employees, and
agents, now have or which may hereinafter accrue against the City, City officers,
employees, agents, contractors, successors and assigns, in connection with or arising
out of the this license/concession, including without limitation, personal injury or death,
damages for trespass, conversion or other property loss, damage or theft of property
placed or located on the Calle Guanajuato premises.
Concessionaire, for itself, its officers, members, vendors, employees, and agents, shall
hold harmless, indemnify, and defend the City of Ashland, City Parks and Recreation
Commission, City\officers, employees, agents, contractors, successors and assigns, from
any and all liability, actions, claims, costs, losses, damages or other costs including
attorney's fees and witness costs (at both trial and appeal level, whether or not a trial
or appeal ever takes place) that may be asserted by any person or entity, including
Concessionaire, authorized Vendors, Artists and Artisans, patrons, or other participants,
arising from, during or in connection with the Concessionaire's entry onto and use of
City property, and the operation of the Calle Guanajuato Marketplace, except liability
arising out of the sole negligence of the City, its officers or employees. The
Concessionaire specifically agrees to indemnify the City of Ashland, Ashland Parks and
Recreation Commission, City officers, employees, contractors and agents against all loss
injury or damage to vendor or vendor's property sustained by reason of occupancy of
the premises or any portion hereof. Such indemnification shall also cover claims
brought against the City under state or federal workers compensation laws. If any
aspect of this indemnity shall be found to be illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
this indemnification.
In the event any action or claim is brought against the City of Ashland, City Parks and
Recreation Commission, City officers, employees, agents, contractors, successors and
Calle Guanajuato Concession 11
assigns, the Concessionaire shall, if the City so elects, and upon tender by the City, defend
the same at the Concessionaire's sole cost and expense, and Concessionaire shall promptly
satisfy any judgment adverse to the City, and the Concessionaire, jointly, and reimburse
the City of Ashland, City Parks and Recreation Commission, City officers, employees,
agents, contractors, successors and assigns for any loss, cost damage or expense,
including attorney fees, suffered or incurred. The Concessionaire is not required to
indemnify for damages caused solely by the negligence of the City
The obligation to indemnify is expressly understood to survive termination of the
license/concession 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. '
12. TERMINATION: Notwithstanding any other provision hereofto the contrary, this
license and concession agreement may be terminated as follows:
a. All or part of this agreement may be terminated by mutual consent by both
parties at any time, or by either party upon thirty (30) days notice personally delivered
or upon deposit in the United States mail, postage fully prepaid, certified, return receipt
requested, addressed to the Party as provided in Paragraph 17.C. below or such other
address as either party may provide to the other by notice given in accordance with this
provision.
b. Subject to Section 14, the City shall have the right in its sole discretion, to
immediately terminate this Agreement at any time with cause by giving written notice to
Concessionaire in the same manner as provided in 13.a. above. "Cause" means any
failure to perform any of the obligations or requirements of this agreement, including nut
not limited to any specified default provision or any other violation of the terms of this
Agreement by Concessionaire and Concessionaire's authorized vendors. .
c. Notwithstanding any other provision in this agreement, City may terminate this
agreement immediately upon Concessionaire's failure to have in full force and effect any
insurance required by Exhibit D to this Agreement. The City may provide the
Concessionaire with an opportunity to secure replacement insurance, (not to exceed 48
hours) but the concession area shall not be used, occupied, operated or maintained for any
reason whatsoever while Concessionaire's required insurance protection is not in full force
and effect.
d. Notwithstanding any other provision in this agreement, in the event of termination,
City may at its option and sole discretion, direct Concessionaire to remove any or all
improvements, equipment, and furnishings installed pursuant to this Agreement.
13. DEFAULT: The Concessionaire may be declared in default by the City if:
Calle Guanajuato Concession
12
. Concessionaire vacates, deserts or abandons the premises for two or more
consecutive weekends during the season; or
. Concessionaire or Concessionaire's authorized vendors violate any material
provision of this Agreement, including but not limited to, those provisions
specifically identified as triggering default, violation, revocation, termination
or breach.
. Concessionaire fails to keep the premises in a safe and sanitary condition or
operates the concession in a manner which is hazardous or offensive to the
public; or
. Concessionaire fails to comply with any of the statutes, ordinances, rules,
orders, regulations or requirements of the federal, state, county, city
government, including specifically park commission regulations, health
department regulations, fire and building codes and planning laws and
conditions; or
. Concessionaire becomes insolvent; or
. A voluntary or involuntary petition in bankruptcy is filed by or against the
Concessionaire; or
. A receiver is appointed to take charge of the Concessionaire's affairs, or
. Concessionaire fails to maintain and provide access to adequate financial
records, including failure to submit an annual report. City will protect the
confidentiality of the concessionaire's financial records to the extent allowed
by law except where access to such records is material to pending litigation.
In such event or events of default as set forth above, whether the Agreement shall be
terminated or not, the Concessionaire agrees to surrender to the City the entire concession
area immediately upon notice of default and the City may order vacation of the premises or
immediately remove the Concessionaire or any other person who may be occupying the
premises without resort to courts for an Order sanctioning such action. Removal includes
complete removal of personal property using City forces, or pursuant to this Agreement. '
Upon failure to vacate, City is expressly, authorized to remove all Concessionaire and
Vendor property from the premises at the Concessionaire's expense. The City is relieved
and discharged from any and all loss, damage orclaim occasioned by such removal, and
shall not be responsible for safe-keeping of property so removed.
14. SURRENDER:
Upon the expiration of the original term or terms, as extended by the parties,
Concessionaire shall surrender to the City the premises in as good or better condition and
order as was originally received, except a~ allowed for within the typical wear and tear.
Surrender is considered complete only upon approval of site conditions as determined by
the City. City will inspect site within 48 hours written notice by Concessionaire of readiness
for inspection. The 48 hour period does not apply to Saturday, Sunday, or any recognized
City holiday.
Upon expiration, abandonment, termination, or cancellation of this Agreement for any
Calle Guanajuato Concession 13
cause, Concessionaire shall immediately quit the premises and shall remove its personal
property not affixed to the land and leave the site in a clean and tidy condition
acceptable to the City. Any personal property not removed within that time shall be
deemed abandoned and shall become at once the property of the City. Any buildings,
alterations, or other improvements affixed to the land, except for movable furniture and
trade fixtures, shall become a part of the land and shall belong to the City upon the
expiration or termination of this agreement for any cause. In the event of termination
of this contract prior to its expiration for reasons other than breach, or default on the
part of Concessionaire or other than abandonment by Concessionaire or other than for
cause, or other than wrongful termination or repudiation by Concessionaire, City shall
pay Concessionaire such sums as the parties agree represent the reasonable value of
improvements made by Concessionaire on the property and existing at the time of
termination of the agreement, provided such improvements were made with
authorization. Concessionaire shall in such event accept said sum in complete and full
satisfaction of any claim. If the parties cannot agree on the value, the matter shall be
resolved as provided in Section 16 - Dispute Resolution.
15. DISPUTE RESOLUTION:
The preferred method of resolving disputes between the parties under this Agreement
shall be first by mediation and second arbitration as provided below. However, neither
party shall be deprived of the right to seek court remedy for damages or for declaratory or
injunctive relief and either may pursue such remedies and to seek and have protection by
restraining order, preliminary injunction or the like. Provided however, that either party
shall have the right, in the event of commencement of such judicial process, after the
issuance of preliminary process, to demand that the issues to be decided in the case then
be submitted to arbitration and to suspend the judicial proceeding until such issues have
been arbitrated. The parties will be bound by decision of the arbitrators on the issues thus
submitted.
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 the elected Municipal Court
Judge or Judge pro tem. Any mutually incurred cost from the provision of these services,
except costs associated with building a case including but not limited to attorney fees or
fees for expert witnesses, shall be shared equally between the two parties,
Arbitration shall be conducted by an arbitrator chosen from the applicable panel of
arbitrators available from American Arbitration Association, unless otherwise chosen by
mutual agreement between City and Concessionaire, following the procedure prescribed by
that association for such services and shall proceed thereafter in accordance with ORS
Chapter 36. If there is a pending court action on the issues between the parties and the
parties are unable to agree upon an arbitrator, a decision of the assigned judge appointing
the arbitrator shall be binding on the parties. Any mutually incurred cost from the provision
of these services, except costs associated with building a case including but not limited to
Calle Guanajuato Concession
14
attorney fees or fees for expert witnesses, shall be shared equally between the two parties.
In any litigation between the parties arising out of this contract, 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.
16. MISCELLANEOUS PROVISIONS
A. Status of Concessionaire and Vendors. The parties intend that Concessionaire,
including authorized vendors and artisans, in performing the concession specified in this
agreement, shall act as an independent contractor and shall have the control of the work
and the manner in which it is performed. Concessionaire is not to be considered an agent
or employee of the City and is not entitled to participate in any pension plan, insurance,
bonus, or similar benefits City provides its employees. Concessionaire will not be eligible
for any federal social security, state worker's compensation, unemployment insurance, or
Public Employees Retirement System benefits from this agreement. Concessionaire
certifies that he is not currently employed by the Federal government and the amount
charged does not exceed his normal charge for the type of service provided. City will
report the total amount of any and all payments, if any, to Concessionaire, including any
expenses,' in accordance with Federal Internal Revenue Service and State of Oregon
Department of Revenue regulations. Concessionaire shall be responsible for any Federal or
State taxes applicable to amounts paid, if any, under this agreement. Nothing in this
Agreement shall be construed to render the City in any way or for any purpose a partner,
joint venturer, or associate in any relationship with Concessionaire or Vendors, other than
that of Licensor and Licensee/Concessionaire, nor shall this Agreement be construed to
authorize either party to act as agent for the other
~
B. Entry for Inspection. Concessionaire and Vendors consent to and provide an
irrevocable right of entry to permit inspection by City personnel, City contractors, City
authorized representatives and other governmental authorities for purposes of
regulatory compliance inspection and determination of compliance with this Agreement,
federal, state and local laws as well as the general condition of facilities. Entry by City
personnel, City contractors, representatives and other governmental authorities on
official business shall not be deemed a trespass. City also reserves to itself the
unqualified and irrevocable right-of-entry for the inspection of the premises to
determine compliance with this Agreement and for emergency purposes.
C. Notice. Except as otherwise expressly provided by law, any and all notices or
other communications required or permitted by this Agreement or by law to be served
on or given to a party of this Agreement shall be in writing and shall be deemed duly
served and given when personally delivered to the party, any managing employee of
the party, or, in lieu of personal service, when deposited in the United States mail, first
class postage prepaid, addressed to the appropriate party as follows:
City: Don Robertson, Parks Director
Calle Guanajuato Concession
15
City of Ashland Parks and Recreation
340 South Pioneer Street
Ashland, Oregon 97520
(Telephone 541-488-5340; FAX: 541-488-5314)
Copy to:
Martha Bennett, City Administrator
20 East Main Street
Ashland, Oregon 97520
(Telephone: 541-552-2100; Fax: 541-488-5311)
Concessionaire:
Lithia Artisans Market of Ashland'
c/o Marcus Scott
P.O. Box 3585
Ashland, OR 97520
(Telephone: 541-535-3733 or soulcreations(Q)charter.net )
and when so addressed, shall be deemed given upon deposit in the United States Mail,
postage prepaid. In all other instances, notices, bills, and payments shall be deemed given
at the time of actual delivery. Changes may be made in the names and addresses of the
person to whom notices, bills, and payments are to be given by giving notice pursuant to
this paragraph,
D. Assignment/Delegation. Neither party shall assign, sublet, transfer any interest
in, or delegate any duty under this Agreement without the written consent of the other,
and no assignment or delegation shall be of any force or effect whatsoever unless and until
the other party has so consented. Any attempt to assign, sublet, transfer any interest in,
or delegate any duty under this Agreement without the written consent of the other, shall
result in default and the license and concession authorized pursuant to this Agreement may
then be immediately be revoked and terminated
E. Emergency. Nothing in this Agreement prohibits or restricts the power of the City
of Ashland governing body, the Mayor, the City Administrator or other City Official from
exercising regulatory power or other authority over City property pursuant to the City
emergency operations ordinance, AMC Chapter 2.62.
F. No Waiver. Failure or delay of the City to require performance of any provision of
this permit and contract shall not limit, waive or prejudice the right of the City to later
enforce that or any other provision of this Agreement.
G. Attorney Fees. In the event of any action to enforce or interpret this
Agreement, the prevailing party shall be entitled to recover from the losing party
reasonable attorney fees incurred in the proceeding, as set by the court, at trial, on
appeal or upon review.
Calle Guanajuato Concession 16
H. Governing Law. This Agreement, and all matters relating to this Agreement,
shall be governed by the laws of the State of Oregon in force at the time any need for
interpretation of this Agreement or any decision or holding concerning this Agreement
arises. The parties to this Agreement do not intend to confer on any third party any rights
under this Agreement.
I. Binding on Successors. This Agreement shall be binding on and shall inure to the
benefit of the heirs, executors, administrators, successors, and assigns of the parties
hereto.
J. Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this
Agreement shall remain in full force and effect unimpaired by the holding
K, Merger. This Agreement is intended both as the final expression of the Agreement
between the parties with respect to the included terms and as a complete and exclusive
statement of the terms of the Agreement. There are no promises, conditions or obligations
other than those contained or incorporated herein. This Agreement shall supersede all prior
communications, representations or agreements, either oral or written, between the
parties. No modification of this Agreement shall be effective unless and until it is made in
writing and signed by both parties. From time totime the parties may choose by mutual
consent to modify the contract. Such modification will be made by numbered Amendment
which will become a part of the Agreement the same as though it had been an original part
of the Agreement. Such Amendments shall be dated and signed by both parties and
attached to the original agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in two (2) duplicate originals, either as individuals, or by their officers,
thereunto duly authorized.
DATED this ~ day of /rr,' (
Licensee / Concessionaire:
,2009.
Licensor/ City of Ashland, Oregon:
Parks a ecreation Commission
~ O~~-
Mc Sott -
Lithia Artisans Market of Ashland
P.O Box 3585
Ashland Oregon 97520
Date: I '
Don Robertson, Director
Parks and Recreation Director
Date:
L{ //7 lor
17
Martha Bennett, City Administrator
Approved as to form:
Calle Guanajuato Concession
18
Exhibit A- Concession Area-Insert Calle Map Here
See attached
Calle Guanajuato Concession
19
Exhibit B
Proposal Documents, Approved Calle Guanajuato MarketPlace Guidelines
and Vendor Information Handbook
The Mission
Lithia Artisans Market of Ashland exists for the purpose of providing a unique
marketplace
where individuals can exhibit and sell fine art and quality handcrafted work
to the public.
This picturesque venue provides a forum for personal interaction between
the public and
the Artisan.
The Artisans Handbook
This Handbook is designed to assist you in getting to know about the
Lithia Artisans' Market of Ashland (LAMA) and the rules and gUidelines
pertaining to your participation as an artisan. We welcome any comments or
suggestions you might have.
The Lithia Artisan's Market of Ashland operates under the sponsorship of the
Lithia Arts Guild and is directly responsible to them.
The space on Calle Guanajuato occupied by the Marketplace is under the
jurisdiction of the Ashland Parks and Recreation Department. They have
awarded the Lithia Arts Guild the contract to allow vendors to sell there and
the
Guild is responsible for ensuring the Market follows the terms set down by
the
Parks and Rec. Department
LAMA is a non-discriminatory organization. We welcome all, regardless of
race creed, color, sex, religion, sexual orientation, age, nationality or marital
status.
LOCATION: The Lithia Artisans' Market is located on Calle Guanajuato,
behind Ashland's downtown plaza between Winbum Way and North Main. It
is
adjacent to Lithia Park and a few steps from the Oregon Shakespeare
Festival theaters.
MARKET SEASON: The Lithia Artisans' Market is open every Saturday and
Sunday from May through October. Marketplace hours are Saturday 10-6
and
Sunday 11-5.
Calle Guanajuato Concession
20
MARKET STAFF: The LAMA Manager oversees and directs the operation
and day-to-day activities of the Market. The Manager reports directly to the
Board of Directors of Lithia Artisans' Market and to the Board of the Lithia
Arts Guild.
MEMBERSHIP PARTICIPATION: In order to become a vendor one must
first become a member of LAMA and pay the annual membership fee plus a
(non-refundable) jury fee. Members are invited to attend Board Meetings.
Information regarding the Board Meetings is available from the Market
Manager. Members who are interested in serving on the Board of Directors
are
invited to contact the Market Manager or a Member of the Board.
ARTISANS & VENDORS
YOUR PRODUCTS: Your art must be of original design, handmade, grown, or
gathered (natural materials) by you. If you use commercially produced
,
parts,
they must playa subordinate role in the final product and may not be sold
sepa rately.
PARTICIPATION: Except for reasonable breaks during the day, you must be
present in your booth. Except for an occasional break during the season, you
must be the primary seller of your product. Exceptions can be made, such as
with separate vendors within the same family. Please check with the
manager if
you feel you qualify for an exception.
You may have a booth employee operate your booth for upto ~hree hours
each '
day, but only after informing the LAMA Manager. Anyadditional assistance
, must be cleared with the Manager in advance.
VENDOR CATEGORIES: There are three categories for your participation at
LAMA:
1. Reserved: A percentage of the booth spaces are set aside for those
members
who have accumulated the highest points carried over from the previous
season.
2. Fill In: Fill-in vendors are assigned the remaining booth spaces.
3. Traveling: This category is for those who wish to participate in the Market
for just 1 weekend.
Points are acquired though
1. Attendance - .5 points per day
2. Sales - .001 points per dollar
3. The number of continuous years as a member of LAMA
4. Providing service to the Market or organization, i.e. as a member of the
Board of Directors, chairing a Committee and/or doing volunteer work.
Calle Guanajuato Concession
21
CODE OF ETHICS & CONDUCT
LEGALITIES: LAMA is responsible to the Lithia Arts Guild and is under the
jurisdiction of the Department of Parks and Recreation of Ashland. LAMA is
required to obey the terms laid down by the Parks and Recreation
Department in
their contract with the Guild. These rules are concerned with the welfare of
the
public, the property and the members of the organization.
COURTESY: The rights of all members and patrons must be respected.
ALCOHOL: No publ,ic drinking of alcoholic beverages is permitted during the
Marketplace hours.
DRUGS or drug paraphernalia may not be sold, nor are they permitted on
the
premises. Violation of this rule may jeopardize your ability to sell at the
market
for the season.
CIGARETTES: Artisans may not smoke cigars or cigarettes within the LAMA
site.
WEAPONS: Weapons can't be exhibited, displayed or sold at LAMA
VIOLENCE: Physical abuse and violence is strictly prohibited and is subject to
immediate rejection from LAMA.
LANGUAGE: Obscene or abusive language is strictly forbidden.
CLEANLINESS: Please keep your area and the area around you clean and
avoid a "cluttered" look. Defacing or injuring the LAMA or Lithia Park
premises or property is strictly prohibited.
HAWKING: Calling out to customers is strictly prohibited. Interaction with
potential buyers should be discreet and polite.
MARKET PROCEDURES
To Make A Reservation to Show:
FILL-IN VENDORS: Please call the message center on Tuesdays between
9a.m.
and 9 p.m. A recorded message will instruct you to state your name and the
days you wish to show for the upcoming weekend. You may assume your
participation unless you receive a telephone call from the LAMA Manager.
TRAVELING VENDORS: Please call the message center with your requested
reservation as soon as possible to the date you are requesting participation
in the
Market.
RESERVED SPACE VENDORS: No later than the 15th of each month prior
to participation in LAMA, you must provide the Manager with a completed
"Schedule of Appearance" form, detailing an accurate schedule of your
participation for the month. Failure to turn in this form will preclude your
Calle Guanajuato Concession 22
rights
as a Reserved Space Vendor until such time as the schedule is submitted for
future months' participation. Forms are available from the LAMA Manager.
BOOTH SPACE ASSIGNMENTS: Booth assignments for all vendors will be
made by the LAMA Manager each weekend. While Reserved Vendors have
the
opportunity to request preferred booth spaces, they are not necessarily
assured of
their choice. The Market Manager assigns booth spaces within the
marketplace
with the intent of ensuring a variety and diversity of crafts. On a full market
day
when the numbers of vendors exceeds the number of available spaces, and,
when there are several artists with the same or similar work, seniority will be
a
consideration.
A.M. CHECK-IN TIME: Artisans must check in wit,h the LAMA Manager an
hour and a half prior to opening:
Saturday 7.30 - 8.30
Sunday 8.30 - 9.30
When you arrive, park on the street or in the adjacent parking lot and check
in
with the Manager. You will be assigned your booth space and informed of
the order in which you may drive in When it is your turn, drive in from
Winbum Way i.e. the top the Calle and unload as quickly as possible. Please
turn off your engine and keep your car doors closed. There are others
moving
through the Calle that you won't want to block. Only 3 vehicles are allowed
in
at anyone time. Do not start setting up, socializing or selling until after you
have driven out, parked your car and returned! You must drive out the same
way you came in. No cars will be permitted on the Calle after 9.a.m.
P.M. BREAKDOWN
Closing times are 6 p.m. Saturday and 5 'p.m. Sunday. No one may break
down
earlier, unless the Manager makes the decision to do so because of weather.
We're all supposed to be off of the Calle within one hour of closing. 'We take
turns
driving vehicles in, in order to load out. Again, only 3 vehicles are allowed in
at
anyone time unless the Manager determines otherwise. Put your name on
the
Calle Guanajuato Concession
23
"Drive-in List" ONLY when your booth is broken down entirely and
everything is ready to be loaded info your vehicle. You must drive out the
same way you came in i.e. from the top. It can get tight!
OVERNIGHT
You may leave your booth up on Saturday night at your own risk. We do not
recommend leaving stock.
AUTOMOBILES: No more than 3 vehicles are allowed in the market area at
anyone time. Vehicles are not allowed on the premises after 9 a.m. and are
not
allowed to re-enter the premises until load-out begins under the Manager's
directive. Parking on Winburn Way, Granite Street and the Ashland Rotary
Centennial Ice Rink lot is prohibited. You may
park in the parking lot under the Water Street bridge.
FEES
MEMBERSHIP FEES: All vendors are required to maintain an active
Membership in LAMA.
New Members: $SO.OO plus a $10.00 non-refundable jury fee
Renewing Members: $50.00
There is an added fee of $10 for Membership Application after May 1st
Traveling Vendors: $25 per weekend
(one time only) $15 per day
BOOTH FEES AND COMMISSIONS: A Vendor Sheet will be given to you
each day before closing. Please fill out 'and return with your payment to the
Manager after closing. Weekend booth fees are collected on Saturday.
A member may only use one space.
Member Vendor:
$ 15 per weekend + 10% commission
$8 per day + 10% commission
Non-Member Traveling Vendor:
$25 per weekend + 10% commission
$15 per day + 10% commission
Visa/MC POLICY & FEES; The credit card processing request must go with
the customer and the credit card to the LAMA Manager's booth for
processing.
5% fee: If payment is mailed to you on the first Monday of the following
.
month.
Calle Guanajuato Concession
24
10% fee: If payment is made to you at the end of the day or weekend
PAYMENT: Fees are due at the end of each selling day. IOU's not accepted
Calle Guanajuato Concession
25
Exhibit C
Vendor Release, Indemnity and Hold Harmless Agreement
, Calle Guanajuato Marketplace Vendor, (hereinafter
vendor) for myself, my heirs and assigns do hereby release and forever discharge the
City of Ashland, the Ashland Parks and Recreation Commission, City officers,
employees, agents, contractors, successors and assigns, from any and all claims or
causes of action which Vendor, its officers, members, employees, and agents, now have
or which may hereinafter accrue against the City, City officers, employees, agents,
contractors, successors and assigns, in connection with or arising out of the license/
concession on the Calle Guanajuato, including without limitation, personal injury or
death, damages for trespass, conversion or other property loss, damage or theft of
property placed or located on the Calle Guanajuato premises.
Vendor, for itself, its officers, members, vendors, employees, and agents, shall hold
harmless, indemnify, and defend the City of Ashland, City Parks and Recreation
Commission, City officers, employees, agents, contractors, successors and assigns, from
any and all liability, actions, claims, costs, losses, damages or other costs including
attorney's fees and witness costs (at both trial and appeal level, whether or not a trial
or appeal ever takes place) that may be asserted by any person or entity, including but
not limited to other authorized Vendors, Artists and Artisans, patrons, or other
participants, arising from, during or in connection with the entry onto and use of City
property, and the operation of the Calle Guanajuato Marketplace, except liability arising
out of the sole negligence of the City, its officers or employees. The Vendor
specifically agrees to indemnify the City of Ashland, Ashland Parks and Recreation
Commission, City officers, employees, contractors and agents against all loss injury or
damage to vendor or vendor s' property sustained by reason of occupancy of the
premises or any portion hereof. Such indemnification shall also cover claims brought
against the City under state or federal workers compensation laws. If any aspect of this
indemnity shall be found to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of this indemnification.
In the event any action or claim is brought against the City of Ashland, City Parks and
Recreation Commission, City officers, employees, agents, contractors, successors and
assigns" the Vendor shall, if the City so elects, and upon tender by the City, defend the
same at the Vendor's sole cost and expense, and Vendor shall promptly satisfy any
judgment adverse to the City, and the Vendor, jointly, and reimburse the City of Ashland,
City Parks and Recreation Commission, City officers, employees, agents, contractors,
successors and assigns for any loss, cost .damage or expense, including attorney fees,
Calle Guanajuato Concession
26
suffered or incurred. The Vendor is not required to indemnify for damages caused solely by ,
the negligence of the City
The obligation to indemnify is expressly understood to survive termination of the
license/concession, 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.
Signature of Vendor
Date
Calle Guanajuato Concession
27
Exhibit D
Insurance Requirements
The Concessionaire, at its sole cost and expense, commencing on the effective date of
this Agreement, shall procure and maintain insurance acceptable to the City in full force
and effect throughout the term of this agreement. It is agreed that any insurance
maintained by City shall apply in excess of, and not contribute with, insurance provided
by Concessionaire. Concessionaire's Insurance shall be primary and non-contributory
and have a cross-liability clause. All insurances must expressly indicate coverage for '
Lithia Artisan Guild members, i.e. vendors. During the term of this contract,
Concessionaire shall maintain in full force, all the insurance coverage noted below:
1. Comprehensive General Liability insurance, with a general aggregate limit of
not less than $2,000,000 and $1,000,000 per occurrence. Each policy shall
contain a blanket contractual liability endorsement to cover the Concessionaire's
indemnification and other obligations under this Agreement 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 premises 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 $300,000 and $100,000 per occurrence, including coverage
for owned, hired or non-owned vehicles.
3 Notice of cancellation or change. There shall be no cancellation, material
change, reductiop of limits or intent not to renew the insurance coverage(s)
without 30 days written notice from the Concessionaire or its insurer(s) to the
City.
4. Certificates of insurance. As evidence of the insurance coverage's required
by this contract, the Concessionaire shall furnish acceptable insurance certificates
to City at the time Concessionaire returns signed contracts. For general liability
insurance and automobile liability insurance the certificate will proVide that the
City, Ashland Parks and Recreation Commission, its officers, employees and
agents are Additional Insured. 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 Concessionaire shall be
Calle Guanajuato Concession
28
financially responsible for all pertinent deductibles, self-insured retention's,
and/or self-insurance. Certificates of Insurance shall be forwarded to:
(City Attorney's Office, 20 East Main Street, Ashland, Oregon 97520),
prior to or concurrent with delivery of executed contracts.
Concessionaire agrees to deposit with the City, at the time s/he returns the
executed contract, Certificates of Insurance or Binders of Insurance if the policy
is new or has expired, sufficient to satisfy the City that the insurance Provisions,---""""--\
of this contract have been complied with and to keep such insurance in effect ()
and the certificates and/or binders thereof on deposit with the City during the \ )
entire term of this contract. Such certificates and/or binders must be delivered "'-, j
prior to commencement of the work.'..-~..J
The procuring of such required insurance shall not be construed to Iimi~
Concessionaire's liability hereunder. Notwithstanding said insurance,
Concessionaire shall be obligated for the total amount of any damage, injury or
loss connected with this contract.
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
Concessionaires with one or more employees, unless exempt under ORS
656.027).) Only if Concessionaire does not employ workers subject to ORS
Chapter 656, Concessionaire shall sign the following affidavit:
EXEMPTION AFFIDAVIT
Concessionaire declares, under penalty of perjury and false swearing, that
Concessionaire does not currently employ, and will not employ any individuals for
work under this contract during the term this agreement is in force.
-~ .Q4/
Conce ionaire . .
Date:
~I ~ I t - () '1
Calle Guanajuato Concession
29