14-G
TO: Honorable Mayor and Members of the City Council
ATTENTION: Ryan Smoot, City Manager
FROM: Jim Dellalonga, Director of Economic Development
SUBJECT: Consideration and possible action to authorize the City Manager to execute Agreement File No. 1058, in a form approved by the City Attorney, with Farm and Craft, Inc., to operate the Certified Farmers’ Market at Town Center Plaza.
DATE: September 23, 2024
EXECUTIVE SUMMARY
This action would authorize the City Manager to execute Agreement File No. 1058, a two- year agreement with Farm and Craft, Inc. to operate the Bellflower Certified Farmers’ Market (Market) at Town Center Plaza, located at 16521 Adenmoor Avenue. The Market will continue to operate on Monday afternoons from 3 p.m. to 7 p.m.
RECOMMENDATION TO CITY COUNCIL
1) Authorize the City Manager to execute Agreement No. 1058, in a form approved by the City Attorney; or
2) Alternatively, discuss and take other action related to this item.
FISCAL IMPACT
Farm and Craft, Inc. will pay 1% of gross revenue to the City to operate the Certified Farmers’ Market at Town Center Plaza.
DISCUSSION
In early 2022, staff released an RFP for the management and operation of the Market.
One proposal was submitted by the deadline from Harbor Area Farmers Market (HAFM).
Since initiating operation of the Market at Town Center Plaza, HAFM partnered with Uptown Village Market to expand the Market to include handmade/artisan craft and food vendors in an effort to attract more people. Uptown Village Market began in Long Beach in 2010 with 54 vendors and now has 150 vendors. They also have a da tabase of local vendors.
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1 Staff Report – Farm & Craft, Inc. – Farmers Market
September 23, 2024
DISCUSSION – Continued
In June, HAFM informed staff that they no longer wish to operate the Market. However, Uptown Village Market wants to continue operating the Market. As a result, the owner of Uptown Village Market has formed a new business entity under the name of Farm and Craft, Inc. and HAFM has started transferring management and operations of the Market to ensure a smooth transition.
Agreement File No. 1058 is a license agreement with Farm and Craft, Inc. to manage and operate the City’s Certified Farmers’ Market at Town Center Plaza. The initial term of Agreement File No. 1058 is two-years with annual extensions, at the discretion of the City Manager, not to exceed 10 years. Farm and Craft, Inc. will pay the City 1% of the gross revenue of the Market sales and will continue to operate the Market on Mondays from 3:00 p.m. to 7:00 p.m.
ATTACHMENTS
Agreement File No. 1058 ................................................................................................ 3 2
AGREEMENT FILE NO. 1058
LICENSE AGREEMENT
BETWEEN
THE CITY OF BELLFLOWER AND
FARM AND CRAFT, INC.
FOR USE OF CITY’S PROPERTY LOCATED AT
16521 ADENMOOR AVENUE
THIS LICENSE is entered into this 23rd day of September 2024, by and between the CITY OF BELLFLOWER, a municipal corporation and general law city (“CITY”) and FARM AND CRAFT, INC., a California 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, (“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 a Certified Farmers Market for the Bellflower Community (“Market”).
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” - Scope of Services, which is incorporated by reference, during the term of this Agreement.
B. LICENSEE will have access to Belmont court restrooms during the Farmers Market hours of operation.
C. 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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4. LICENSEE’S RESPONSIBILITIES. In return for CITY’s permission to use the Property for the Market, LICENSEE agrees as follows:
A. 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.
B. That it will maintain the restrooms at Belmont Court in clean and proper working order during the hours of the Market. If CITY finds that the maintenance of the restrooms is inadequate or damage to the restrooms occurred during the hours of the Market, CITY will provide written notice to LICENSEE which includes the specific nature of the complaint. Should LICENSEE fail to remedy the issues described within thirty (30) days of CITY’s notice, CITY will perform such maintenance and any necessary repairs. Within ten (10) days of the completion of such maintenance, LESSEE will reimburse CITY for the cost of the maintenance, plus ten percent (10%) for CITY’s administrative overhead.
5. TERM. Except as provided in Section 6, the term of this License will be retroactively applied from July 1, 2024 to June 30, 2026. 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 thirty (30) days before the effective termination date.
C. By executing this document, LICENSEE waives 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.
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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 it is 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 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 Section 134 below, 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 5 City of Bellflower
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LICENSEE pursuant to this Agreement, including but not limited to the provisions concerning indemnification.
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: $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. 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.”
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.
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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:
Attention: Christy Pardini,
Owner
Attention: Jim Dellalonga, Director of
Economic Development
Farm and Craft, Inc. City of Bellflower
3805 Atlantic Ave. 16600 Civic Center Drive
Long Beach, CA 90807 Bellflower, CA 90706
[email protected] (562) 804-1424
[email protected]
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 m anner 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 7 City of Bellflower
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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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first hereinabove written.
CITY OF BELLFLOWER FARM & CRAFT, INC.
___________________________ ____________________________ Ryan Smoot, City Manager Christy Pardini, Owner
ATTEST:
___________________________
Mayra Ochiqui, City Clerk
APPROVED AS TO FORM:
___________________________
Karl H. Berger, City Attorney Taxpayer ID No. 88-33926626
ATTACHMENT:
Exhibit A – Scope of Services
Exhibit B – Map of Property
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CITY OF BELLFLOWER
AGREEMENT FILE NO. 1058 - EXHIBIT A
SCOPE OF SERVICES
• The Contractor will be required to operate a weekly Certified Farmers Market on City of Bellflower property approved by the City. The market will operate on Mondays throughout the year from 3:00 p.m. to 7:00 p.m. rain or shine except for extreme weather conditions that would present a danger such as high winds and powerful storms. Contractor will approve any holiday closures with the City in advance.
• The Contractor will assume complete responsibility for ongoing custodial responsibilities related directly to the Certified Farmers Market, including restrooms, litter, and City property that houses the Market location.
• If required, the Contractor 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.
• The Contractor will be required to comply with all Local, State, and Federal rules, laws and requirements, and Certified Farmers Market rules and regulations.
• The Contractor 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.
• The Contractor will provide additional trash and recycling receptacles for the Market.
The Contractor will empty the City’s permanent receptacles at the end of each day of Farmers Market operation. If the Farmers’ Market generates only four (4) large trash bags on the day of the market, the City will work with the operator to arrange trash pick-up. If there are more than a few trash bags, the operator will need to make other arrangements for disposal of trash.
• The Contractor will provide proper personnel staffing for Certified Farmers Market operations including management, set-up, tear-down, supervision, and clean-up.
• The Contractor will have staff onsite during Certified Farmers 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 Contractor 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.
• The Contractor must provide its own temporary signage (A -frame signs) to be placed and removed each day of operation.
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• The Contractor 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, and creating, maintaining, and managing Social Media platforms for the Certified Farmers Market.
• If necessary, the Contractor 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.
• The Contractor will be responsible for administration of the Certified Farmers Market, including but not limited to maintaining records, reports, attendance, and financial data.
• The Contractor will be responsible for recruiting and retaining vendors, and collecting any vendor fees.
• The Contractor will leave City property as it was before Certified Farmers Market operations each day.
• The Contractor will be responsible for all safety aspects of vendor vehicles at the Certified Farmers Market including entering and exiting, as well as, a designated area for vendors to park. In addition, the Contractor must provide a plan of action for patrons to enter and exit the Farmers Market safely.
• The City will provide an electrical source for the Certified Farmers Market site(s) for the Contractor to provide music for attendees of the market.
• The City will provide marketing support to the Contractor in the form of the City’s Parks & Recreation brochure, social media outlets, E-citizen newsletter, website, Downtown Gateway message board sign, space at special events, and a boulevard banner.
• The Contractor will provide a wide variety of vendors with products to be sold at the Certified Farmers Market, including 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
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o Roasted peanuts and almonds
o Nuts and almonds
o Kettle corn
o Salsas
o Gourmet jams
o Spices
o Handcrafted merchandise such as arts and crafts
• The Farmers Market will be formed of at least 60% farmers/local growers.
• The Farmers Market will primarily host local farmers; the Market will also host some pre-packaged specialty food vendors, prepared foods and local artists. The Contractor and City will develop guidelines for permitting non-profit groups to participate in the Market.
• The Contractor will offer WIC, EBT, and credit card payment options for the Farmers Market.
• If needed, the City will provide a location for the Operator to place a small shed that may only be used to store equipment needed to operate the Farmers’ Market. City must approve the type and size of shed prior to installation. Operator is solely responsible for the cost, installation, and maintenance of the shed. Any damage or maintenance issues must be remediated by the Operator within three (3) business days. The City will not be responsible for any loss of property owned by Operator.
Operate must remove the shed following the termination of this Agreement, at Operator’s sole cost.
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Exhibit B
Map of Property
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