14-C
TO: Honorable Mayor and Members of the City Council
ATTENTION: Jeffrey L. Stewart, City Manager
FROM: Jim Dellalonga, Director of Economic Development
SUBJECT: Consideration and possible action to authorize the City Manager to execute Agreement File No. 930, in a form approved by the City Attorney, with Harbor Area Farmers Markets to manage and operate the Certified Farmers Market at Town Center Plaza.
DATE: March 28, 2022
EXECUTIVE SUMMARY
This action would authorize the City Manager to execute Agreement File No. 930, a two-year agreement with Harbor Area Farmers Markets (HAFM) to manage and operate the Bellflower Certified Farmers Market (Farmers Market) at Town Center Plaza, located at 16521 Adenmoor Avenue. The Farmers Market will continue to open on Monday mornings.
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Agreement No. 930, in a form approved by the City Attorney; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
The City currently receives 6% of gross sales from approximately 10 active Farmers Market vendors operating out of Simms Park (approximately $7,000 per year, net of required County permit fees and other costs). Under the proposed agreement, the City will receive 1% of gross sales and the Farmers Market will relocate to the Downtown at a much larger scale, starting with approximately 40 vendors with a much greater selection of items for sale. As a result, the City’s current revenue should be closely matched. This proposal will also save Parks and Recreation’s staff time, approximately 8-10 hours per week of a full-time employee and approximately 8 hours per week of a part-time employee, allowing these individuals to redirect those hours to other priority Parks and Recreation programs/activities.
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Staff Report – Farmers’ Market AFN 930
March 28, 2022
DISCUSSION
City Parks and Recreation Department staff manages and operates the City’s weekly Farmers Market. It is held on Mondays from 9:00 a.m. to 1:00 p.m. at Simms Park.
City staff assigned to the Market typically devote their entire workday to running the Farmers Market every Monday.
Over the last few years, the Parks and Recreation Department released a number of Requests for Proposals (RFP) for the management and operation of the Farmers Market and its relocation to Town Center Plaza, most recently just before the pandemic in 2019. At that time, staff received one responsive proposal, but the operator was unwilling to accept certain required language in the City agreement. In early 2022, with the pandemic impacts and restrictions easing, staff released another RFP for the management and operation of the Farmers Market and its relocation to Town Center Plaza. One proposal was received from HAFM by the deadline.
HAFM is a non-profit organization founded in 1980 to address food insecurity in Long Beach. HAFM currently manages six weekly markets in surrounding cities. They participate in the Cal Fresh food assistance program, WIC, and Market Match.
To expand the Farmers Market, HAFM will partner with Uptown Village Market, to include handmade/artisan craft vendors. Uptown Village Market started in Long Beach in 2010 with 54 vendors and now has 150 vendors. It also has a database of local vendors.
AFN 930 is for HAFM to manage and operate the Farmers Market with a handmade/artisan craft market at Town Center Plaza. It is a two-year contract with the option to extend annually. The City will receive 1% of the Farmers Market gross sales.
The Farmers Market will continue to operate on Mondays from 9:00 a.m. to 1:00 p.m., but may change based on a survey and market information provided by HAFM, and is subject to final approval by the City.
HAFM will begin planning the transition and promoting the Farmers Market relocation to the community, with management and operation estimated to begin in June 2022. The City will partner with HAFM to help notify the community and promote the relocation and establishment of the Farmers Market at Town Center Plaza.
ATTACHMENT
Agreement File No. 930 .................................................................................................. 3
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AGREEMENT FILE NO. 930
LICENSE AGREEMENT
BETWEEN
THE CITY OF BELLFLOWER AND
HARBOR AREA FARMERS MARKET S
FOR USE OF CITY’S PROPERTY LOCATED AT
16521 ADENMOOR AVENUE
THIS LICENSE is entered into this 28th day of March 2022, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and SOUTH COAST INTERFAITH COUNCIL, dba HARBOR AREA FARMERS MARKETS, an agency of the South Coast Interfaith Council, a California nonprofit corporation (“LICENSEE”).
1. LICENSE; DESCRIPTION OF PROPERTY. CITY licenses LICENSEE to use, on the terms and conditions in this License, a portion of the real property located within CITY’s property located at 16521 Adenmoor Avenue, Bellflower, CA 90706 (“Property”). The exact location of the Property is depicted on the map attached as Exhibit “B,” and incorporated by reference. CITY’s action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to enter the property solely for operating and managing a Certified Farmers Market for the Bellflower community.
2. USE OF PROPERTY.
A. LICENSEE may enter the Property for the purpose of Certified Farmers Market Operations. LICENSEE must exercise the rights granted hereunder only during hours approved by the Director of Economic Development, with City staff oversight, and only for the purposes outlined in Exhibit “A,” which is incorporated by reference, during the term of this Agreement.
B. CITY may change, amend, or terminate LICENSEE use of the Property at any time, and in its sole discretion verbally or in writing.
3. CONSIDERATION.
A. As partial consideration, LICENSEE agrees to perform the work listed in the SCOPE OF SERVICES, attached;
B. As additional consideration, LICENSEE and CITY agree to abide by the terms and conditions contained in this Agreement;
C. As additional consideration, LICENSEE agrees to pay CITY 1% of the gross revenue of the Certified Farmers Market sales;
D. As additional consideration, CITY agrees to issue the license to LICENSEE as set forth above;
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City of Bellflower
Agreement File No. 930
Harbor Area Farmers Markets
4. LICENSEE RESPONSIBILITIES. In return for CITY’s permission to use the Property for the Project, LICENSEE agree as follows:
That it will perform the services under this agreement in a professional manner, and furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space and facilities, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by CITY, necessary or proper to perform and complete the work.
5. TERM. Except as provided in Termination Section, the term of this License will be from March 28, 2022 to March 31, 2024. The City Manager, in his or her sole discretion, may extend this License on an annual basis, not to exceed 10 years.
6. TERMINATION.
A. As stated above, CITY may terminate this Agreement at any time with or without cause, upon written or verbal notification. Termination will be effective upon notification, unless CITY specifies otherwise.
B. LICENSEE may terminate this Agreement at any time in writing at least 30 days before the effective termination date.
C. By executing this document, LICENSEE waive any and all claims for damages that might otherwise arise from CITY’s termination under this Section.
7. ALTERATIONS . LICENSEE will not make, or cause to be made, any alterations to the property, or any part thereof, without CITY’s prior written consent.
8. SIGNS. LICENSEE will not place any sign upon the property without CITY’s prior written consent. LICENSEE will pay for all costs of any approved signage and comply with all applicable sign codes and ordinances.
9. ASSIGNMENT. LICENSEE will not be permitted to assign this License or any interest therein.
10. INDEPENDENT CONTRACTOR. CITY and LICENSEE agree that LICENSEE will act as an independent contractor and will have control of all work and the manner in which is it performed. LICENSEE will be free to contract for similar service to be performed for other employers while under contract with CITY.
LICENSEE is not an agent or employee of CITY and is not entitled to participate - Page 4 of 13 -
City of Bellflower
Agreement File No. 930
Harbor Area Farmers Markets
in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct LICENSEE as to the details of doing the work or to exercise a measure of control over the work means that LICENSEE will follow the direction of the CITY as to end results of the work only.
11. AUDIT OF RECORDS. LICENSEE will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. LICENSEE will retain such financial and program service records for at least three (3) years after termination under this Agreement.
12. INDEMNIFICATION.
A. LICENSEE will hold CITY harmless and free from any and all liability arising out of this Agreement, or its performance, except for such loss or damage arising from CITY’s sole negligence or willful misconduct. Should CITY be named in any suit, or should any claim be against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, LICENSEE will defend CITY (at CITY’s request and with counsel satisfactory to CITY) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.
C. LICENSEE expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect.
D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
E. The requirements as to the types and limits of insurance coverage to be maintained by LICENSEE as required by Insurance Section, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LICENSEE pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
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City of Bellflower
Agreement File No. 930
Harbor Area Farmers Markets
13. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, LICENSEE will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits (combined single)
Commercial general liability: $2,000,000
Professional liability: $1,000,000
Business automobile liability: $1,000,000
Workers’ compensation: Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable except upon thirty (30) days prior written notice to CITY.
C. Professional liability coverage must be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. When coverage is provided on a “claims made basis,” the Consultant must continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated (“extended insurance”). Such extended insurance must have the same coverage and limits as the policy that was in effect during the term of this Agreement, and cover the Consultant for all claims made by the City arising out of any errors or omissions of the Consultant, or its officers, employees or agents during the time this Agreement was in effect.
D. Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).
E. LICENSEE will furnish to CITY duly authenticated Certificates of Insurance and Endorsements evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
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City of Bellflower
Agreement File No. 930
Harbor Area Farmers Markets
14. COMPLIANCE WITH LAW. LICENSEE will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to the Property and will faithfully observe in the use of the Property all applicable laws. The judgment of any court of competent jurisdiction, or the admission of LICENSEE in any action or proceeding against LICENSEE, whether CITY be a party thereto or not, that LICENSEE has violated any such ordinance or statute in the use of the Property will be conclusive of that fact as between CITY and LICENSEE.
15. BREACH OF AGREEMENT. The violation of any of the provisions of this License will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
16. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this License will not constitute a waiver of any further breach of the same or other term of this License.
17. ENTRY BY CITY AND PUBLIC. This License does not convey any property interest to LICENSEE. Except for areas restricted because of safety concerns, CITY and the general public will have unrestricted access upon the Property for all lawful acts.
18. INSOLVENCY; RECEIVER. Either the appointment of a receiver to take possession of all or substantially all of the assets of LICENSEE, or a general assignment by the LICENSEE for the benefit of creditors, or any action taken or offered by LICENSEE under any insolvency or bankruptcy action, will constitute a breach of this License by LICENSEE, and in such event said License will automatically cease and terminate.
19. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to LICENSEE:
If to CITY:
Harbor Area Farmers Markets
Attn: Kelli Johnson
3751 Chestnut Ave.
Long Beach, CA 90807
Phone: (562) 275-0872
E-mail: verajune @gmail.com
City of Bellflower
Attn: Jim Dellalonga, Director of
Economic Development
16600 Civic Center Drive
Bellflower, CA 90706
Phone: (562) 804-1424
Email: [email protected]
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City of Bellflower
Agreement File No. 930
Harbor Area Farmers Markets
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
20. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Agreement, agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
21. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County.
22. ENTIRE AGREEMENT. This instrument and its Attachments constitute the sole agreement between CITY and LICENSEE respecting the Property, the use of the Property by LICENSEE, and the specified License term, and correctly sets forth the obligations of CITY and LICENSEE. Any agreement or representations respecting the Property or its licensing by CITY to LICENSEE not expressly set forth in this instrument are void.
23. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.
24. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’s City Manager, or designee, may execute any such amendment on behalf of CITY.
25. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date.
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City of Bellflower
Agreement File No. 930
Harbor Area Farmers Markets
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER SOUTH COAST INTERFAITH
COUNCIL
_____________________________ ____________________________ Jeffrey L. Stewart, City Manager Kelli Johnson, Farmers Market Manager
ATTEST:
_____________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
_____________________________
Karl H. Berger, City Attorney
Taxpayer ID No. 95-1809571
ATTACHMENTS:
EXHIBIT A - Scope of Services
EXHIBIT B - Map
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CITY OF BELLFLOWER
AGREEMENT FILE NO. 930 – EXHIBIT A
SCOPE OF SERVICES
• LICENSEE must operate a weekly Certified Farmers Market (Market). The day and time of the Market operation will be determined by a survey and market information provided by the LICENSEE approved by City. The Market will operate rain or shine except for extreme weather conditions that would present a danger, such as high winds and powerful storms. LICENSEE will approve any holiday closures with the City in advance.
• LICENSEE must provide for a plan of action to relocate the Market from the current location at John S. Simms Park 16614 S. Clark Avenue to the City’s Town Center Plaza located at 16251 Adenmoor Avenue no later than June 2022.
• LICENSEE will assume complete responsibility for ongoing custodial responsibilities related directly to the Market, including restrooms, litter, and City property that houses the Market location.
• If required, LICENSEE must provide and maintain a portable restroom, washing station, and any other required facilities and/or equipment to meet all Health Department and certification requirements.
• LICENSEE will be required to pay fees related to, and obtain any required, State, County, and City permits to operate a Certified Farmers Market, and maintain a valid City business license.
• LICENSEE will provide additional trash and recycling receptacles for the Market.
The LICENSEE will empty the City’s permanent receptacles at the end of each day of Market operation. If the Market generates only four (4) large trash bags on the day of the market, the City will work with the LICENSEE to arrange trash pick-up. If there are more than a four trash bags, the LICENSEE will need to make other arrangements for disposal of the additional trash.
• LICENSEE will provide proper personnel staffing for the Market operations including management, set-up, tear-down, supervision, and clean-up.
• LICENSEE will have staff onsite during the Market hours to ensure safety and compliance with all Certified Farmers Market regulations. A Manager or Assistant Manager must be on site when the Market is in operation. The LICENSEE must provide the City with a cell phone number by which the Market Manager or Assistant Manager in attendance can be reached during hours of operation.
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• LICENSEE must provide its own temporary signage (A-frame signs) to be placed and removed each day of operation.
• LICENSEE must have a comprehensive marketing plan for the community as well as for recruiting new farmers and vendors. This plan must include, at minimum, promoting and advertising activities, the creation of a logo for the Market, and creating, maintaining, and managing Social Media platforms for the Market.
• If necessary, LICENSEE will be required each day of operation to post no parking signs and block off of any necessary streets or parking lots per a traffic plan approved by the City.
• LICENSEE is responsible for administration of the Market including, without limitation, maintaining records, reports, attendance, and financial data.
• LICENSEE is responsible for recruiting and retaining vendors, and collecting any vendor fees.
• LICENSEE will leave City property as it was before Market operations each day.
• LICENSEE is responsible for all safety aspects of vendor vehicles at the Market including entering and exiting, as well as, a designated area for vendors to park. In addition, the LICENSEE must provide a plan of action for patrons to enter and exit the Market safely.
• City will provide marketing support to the LICENSEE for the relocation of the Market in the form of the City’s Parks & Recreation brochure, social media outlets, E-citizen, website, space at special events, and a boulevard banner.
• LICENSEE will provide a wide variety of vendors with products to be sold at the Market, which may include but not limited to the following:
o Raspberries, blue berries, black berries and strawberries o Cut flowers
o Local honey
o Stone fruits
o Citrus avocados
o Succulents and cacti
o Fresh cut herbs and vegetables
o Micro greens
o Baked goods and breads
o Fresh hand made hummus, pita bread and pita chips
o Tamales and Mexican food
o Eggs
o Roasted peanuts and almonds
o Nuts and almonds
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o Kettle corn
o Salsas
o Gourmet jams
o Spices
o Handcrafted merchandise such as arts and crafts
• The Market will be formed of at least 60% farmers/local growers.
• The Market will primarily host local farmers; the Market will also host some pre-packaged specialty food vendors, prepared foods and local artists. The LICENSEE and City will develop guidelines for permitting non-profit groups to participate in the Market.
• The LICENSEE will offer WIC, EBT, and various credit card payment options for the Market.
• The LICENSEE will establish appropriate guidelines for vendors and will offer current vendors the opportunity to remain with the Market if they are able to work within the established guidelines.
• City will provide an electrical source for the operation of the Market and for the LICENSEE to provide music for attendees of the Market. Vendors must bring their own generators.
• The City will partner with LICENSEE to help notify the community and promote the relocation and establishment of the Market at Town Center Plaza.
• The City will provide a location for the LICENSEE to place a small shed that may only be used to store equipment needed to operate the Market. City must approve the type and size of shed before installation. LICENSEE is solely responsible for the cost, installation, and maintenance of the shed. Any damage or maintenance issues must be cured by the LICENSEE within three business days. The City is not responsible for any loss of property owned by LICENSEE. LICENSEE must remove the shed following the termination of this Agreement, at LICENSEE’s sole cost. - Page 12 of 13 -
Town Center Plaza, 16251 Adenmoor
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