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HomeMy WebLinkAbout5.997 AmendmentFACILITY USE AGREEMENT BETWEEN THE CITY OF PORT ANGELES AND THE PORT ANGELES FARMERS' MARKET This Facility Use Agreement "Agreement is made and entered into this `f day of 2010 by and between the City of Port Angeles, "City a Washington municipal corporation, and the Port Angeles Farmers' Market, "PAFM a Washington non profit corporation. WHEREAS, the City is the owner /manager of the pavilion deck area at the Gateway, located at 125 East Front Street, Port Angeles, Washington; and WHEREAS, PAFM sells goods and products made and produced in the City of Port Angeles region directly stimulating the local economy; and WHEREAS, PAFM is a valuable attraction for Downtown Port Angeles creating an economic activity supported by residents and visitors alike; and WHEREAS, the City is committed to creating a vibrant and active Downtown experience that will be enhanced by the presence of PAFM; and WHEREAS, it is in the City's and the public's interest to allow PAFM to use the Gateway pavilion deck area for operation of the farmers' market subject to the terms specified within this Agreement; and WHEREAS, this Agreement is for a one year period, however, it is the intention of both parties that the Gateway become the long term home of the PAFM and that this document be renewed at the end of each calendar year; NOW, THEREFORE, in consideration of the promises and commitments made herein, the sufficiency of which is hereby acknowledged, it is agreed as follows: 1. Premises. The City hereby agrees to allow PAFM to use the pavilion deck area at the Gateway which is graphically depicted in Exhibit "A a copy of which is attached and incorporated by this reference, for the sole purpose of operating a farmers' market upon the following terms and conditions. A. PAFM may place a sign on the south and east facing portion of the clock tower for the term of this Agreement. The PAFM sign shall be subject to the approval of the Deputy Director of Recreation. 2. Term. This Agreement shall be deemed to be in full force and effect as of January 1, 2011. The use permitted under this Agreement shall expire December 31, 2011, unless extended or modified in a subsequent written agreement between the parties. 3. Use. PAFM shall use the premises for the sole purpose of operating a farmers' market, which includes the sale of locally grown or produced goods and services, entertainment, and on -site consumption of products sold at PAFM. All other uses are expressly prohibited without the prior written consent of the City's Deputy Director of Recreation. Additional compensation at fair market rates shall be required for authorization of any extended or additional uses of the premises. 4. Facility Protection and Cleanup. The parties agree that facility protection and clean up will be in accordance with the provisions set forth in Exhibit `B which is attached hereto and incorporated herein. 5. Dates and Hours of Operation. A. On all Saturdays from 6:00 a.m. to 4:00 p.m. during the term of this Agreement, the area depicted on Exhibit "A" shall be reserved for the use of PAFM except that, at its sole option, the City may schedule the described area for other uses, thus displacing PAFM from use of the Gateway facility, on no more than three Saturday dates during the contract term provided that the City give PAFM no less than thirty (30) days notice of said alternate use. During those dates when PAFM is displaced, the signage on the clock tower may be covered at the sole discretion of the Deputy Director of Recreation. B. For the Wednesday farmers' market, PAFM shall have use of the pavilion deck on all Wednesdays beginning June 1, 2011 thru October 31, 2011 from 11:30 a.m. until 8:00 p.m. 6. Parking. PAFM may reserve the southern most parking space on the west side of Lincoln Street and the three most easterly parking spaces on the north side of Front Street, adjacent to the Gateway pavilion, for the purpose of vendor loading and unloading for two hours before and after the market event. Signage for this purpose will be provided to PAFM and PAFM shall be responsible for the placement and removal each market day. Any other parking agreements must be negotiated with appropriate parking managers. City parking ordinances will be enforced. 7. Rental Fees. The rental rate through December 31, 2011, is set at $100 per day. In the event that this Agreement is extended beyond December 31, 2011, the rental rate shall be subject to negotiation. Rent shall be paid on a monthly basis and is due ten (10) days prior to the first day of occupancy of each month. All dates covered by this Agreement are reserved for farmers' market use only, with the exception of no more than three Saturday dates as specified in section 5 above. 8. Duties of the PAFM. A. PAFM agrees to include in its vendor guidelines and market promotion that the farmers' market will adhere to the City's policy of no smoking in city parks and public facilities. B. PAFM understands that this Agreement and the terms described herein cover solely the use of the pavilion deck at the Gateway for the specified days of the farmers' market. Any additional uses of facilities will be subject to additional rental fees. PAFM shall -2- at all times have an identified representative of authority on the premises. This person shall be designated before each event and have proper contact information on file with the City's Deputy Director of Recreation. C. PAFM shall at no time charge admission fees to non vendors. D. PAFM shall adhere to all federal, state, county and local laws and regulations during the operation of the farmers' market at the Gateway pavilion deck facility. E. At the end of each day's occupancy, trash and debris generated by PAFM shall be cleaned up by PAFM and deposited in the trash cans located at the Gateway. 9. Indemnification. PAFM shall defend, indemnify and hold harmless the City of Port Angeles, its officials, employees and volunteers from and against any and all claims, suits, actions or liabilities for injury or death of any person, or for loss or damage to property, which arises out of the use of the Gateway pavilion deck facility or premises, or from any activity, work or thing done, permitted, or suffered by user in or about the facility or premises, except only such injury or damage as shall have been occasioned by the sole negligence of the City of Port Angeles. 10. Insurance. PAFM shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the use of the facility or premises. PAFM shall provide a certificate of insurance evidencing: General liability insurance covering premises, products- completed operations and contractual liability. The City shall be named as an insured on PAFM's general liability insurance policy. The general liability insurance shall be written with limits of no less than $1,000,000 each occurrence, $2,000,000 general aggregate. The insurance policy shall contain, or be endorsed to contain that PAFM's insurance coverage shall be primary insurance with respect to the City. Any insurance, self insurance, or insurance pool coverage maintained by the City shall be excess of PAFM's insurance and not contribute with it. PAFM shall provide a certificate of insurance evidencing the required insurance before using the facility or premises. than A:VII. Insurance is to be placed with insurer's current A.M. Best rating of not less 11. Assignment. This Agreement may not be assigned or transferred without the written approval of the City. 12. Anti Discrimination. In all services or activities and all hiring or employment made possible by or resulting from this Agreement, there shall not be discrimination against any employee or applicant for participation in the farmers' market operation because of sex, age, (except minimum age and retirement provisions), race, color, creed, national origin, -3- marital status, sexual orientation, or the presence of any sensory, mental, or physical handicap, unless based upon a bona fide occupational qualification. PAFM shall observe and fully comply with any and all applicable federal, state, or local law or regulations regarding non discrimination. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination, or suspension in whole or in part of this Agreement by the City, and may result in ineligibility for further City agreements. PAFM will also comply with other anti discrimination laws or requirements of any and all jurisdictions having authority. 13. Compliance with All Laws and Reeulations. In using the premises, PAFM will comply with all applicable laws, ordinances and regulations from any and all authorities having jurisdiction. PAFM specifically agrees to comply and pay all costs associated with achieving such compliance without any notice from the City, and further agrees that the City of Port Angeles does not waive this section by giving notice of demand for compliance in any instance. 14. Notice. Any notice or information required or permitted to be given to the parties under this Agreement may be sent to the following addresses unless otherwise specified in a subsequent written directive: City of Port Angeles Richard Bonine, Recreation Manager P.O. Box 1150 321 E. 5t Street Port Angeles, WA 98362 Port Angeles Farmer's Market Betsy Wharton, Board President P.O. Box 336 Port Angeles, WA 98362 15. Governing Law. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Washington. Venue for any claims that might flow from this Agreement shall be with the Clallam County Superior Court. 16. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. 17. Entire Agreement. By signing this Agreement the City of Port Angeles and PAFM understand and concur that this Agreement is considered to be all of the covenants, -4- promises, agreements and conditions, oral or written between the parties. The parties hereby agree that this document contains the entire agreement between the parties and that this Agreement shall not be modified, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto. IN WITNESS WHEREOF, the City and PAFM have executed this Agreement the date and year indicated. CITY OF PORT ANGELES By: ent Myers, t Attest: sa Hurd, City Clerk Approved as to form: D is C. Dickson, Sr. Assistant City Attorney G \LEGAL \a AGREEMENTS &CONTRACTS\2010 Agmts &Contracts\FarmersMarket FacdhtiesUseAgmt 090210wpd wpd PORT ANGELES FARMERS' MARKET anager By: Betsy Whaton, Board President ACORQ CERTIFICATE OF LIABILITY INSURANCE PRODUCER (425)822 -3500 FAX (425)822 -3510 Conover Insurance Agency (K) 11250 Kirkland Way Kirkland, WA 98033 Monica Parks INSURED Washington State Farmers Market Association Port Angles Farmers Market Attn: Michele d'Hemecourt PO Box 336 Port Angeles, WA 98362 COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR ADM. 1.111. 1LSEiL OTHER TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY GEN'L AGGREGATE LIMIT APPLIES PER: I POLICY n PRO T T n LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS GARAGE LIABILITY R ANY AUTO EXCESS/UMBRELLA LIABILITY OCCUR n CLAIMS MADE DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVkIONS : ERTIFICATE HOLDER T5 ADDITIONAL INSURED AS PER ATTACHED ENDORSEMENT CG 76 35 02 07. RE: Laurel Street between First and Front CERTIFICATE HOLDER CLAIMS MADE J(I OCCUR City of Port Angeles 321 East 5th Street Port Angles, WA 98362 POLICY NUMBER POLICY EFFECTIVE nyTg [MMIDDIYYI 01CG505127 04/01/2010 DATE (MMJDD$YYYY) 03/17/2010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURER A. American States Insurance Co INSURER B: INSURER C. INSURER D: INSURER E: POLICY EXPIRATION DATE MAT' I 04/01/2011 EACH OCCURRENCE I DAMAGE TO RENT...+.,o PRFA4$RFS (G� nroi MED EXP (Any one person) PERSONAL & AOV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG 1 $ I COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY: EACH OCCURRENCE AGGREGATE EA ACC AGG I W STATU- OTH- TflR Y I IMITR I FR E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYED E.L. DISEASE - POLICY LIMIT 1,000.00 100,00 10,00 1,000,00 2,000,00 2,000,00 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Matt Newton /KASEYM ACORD 25 (2001108) ® ACORD CORPORATION 1988 S�q1 ACORQ 25 (2001/08) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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 endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.