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LICENSE AGREEMENT BETWEEN THE CITY OF MANHATTAN BEACH AND
DOWNTOWN MANHATTAN BEACH BUSINESS & PROFESSIONAL
ASSOCIATION FOR THE USE OF CITY PROPERTY FOR A FARMERS MARKET
THIS AGREEMENT is ma de and ente red in to on January 1, 2025 (“ Effective Date”) by and between the City of Manhattan Beach, a municipal corporation (“City”) and Downtown Manhat tan Beach B usiness & Professional Associa tion, a California nonprofit corporation (“DM BBPA” or “Licensee”). City and DM BBPA are c ollectively referred to herein as the “Parties”.
RECITALS
A. DM BBPA desir es to use t he Ci ty property described in Section 1 for a weekly Farmers Market.
B. Ci ty desires to allow Licensee to use the City property pursuant to the terms stated in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein, the parties agree as follows:
Section 1. Premises and Temporary Premises.
(a) Ci ty hereby g rants Licensee a n onexclusive license to use a portion of 13th Street between Morningside Drive and Valley Drive, as well as th e Metlox Plaza area, as depicted on Exhibit B (“Premises”) for the purposes stated in this Agreement. The Premises consist of ap proximately 25,000 square feet. Ci ty also grants Licensee a n onexclusive license to use the parking spaces along 13th S treet We st of Morningside Drive and along Morningside Drive South of 1 3th S treet, as de picted on Exhibit B (“Additional Parking Spaces”). The Premises and the Ad ditional Parking Spaces include a total of 37 metered parking spaces and 10 non-metered parking spaces.
(b) Upon approval and direction by the City, Licensee is temporarily granted a nonexclusive license to use a portion of the Civic Center Parking Lot and Plaza, as depicted on Exhibit B2 (“Temporary Premises”) for the purposes stated in this Agreement. The Temporary Premises consist of approximately 23,584 square feet. When using the Temporary Premises, the Licensee shall not use the Premises with the exception of the 12 metered parking spaces along 13th Street West of Morningside Drive and in the public surface parking lot north of 13
th Street westerly of Morningside
Drive, as depicted on Exhibit B (“Metered Parking Spaces”). The Temporary Premises and the Metered Parking Spaces include a total of 12 metered parking spaces and 56 non-metered parking spaces.
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Section 2. Term of Agreement. The term of this Agreement shall be for a period of five (5) years, commencing on January 1, 2025. Licensee may request an extension of up to five (5) years, which the City Council may approve or deny in its sole discretion.
In the event any such extension is approved, the Parties reserve the right to renegotiate the compensation set forth in Section 3.
Section 3. Compensation. The compensation for Licensee’s rights under this Agreement shall be:
(a) As full compensation for the use of metered parking spaces and City staff time, DMBBPA will pay City the weekly location rate (Premises or Temporary Premises), as described in Exhibit C, which will be invoiced based on the number of weeks at each location and actual staff time incurred at the billable rates. The Parties acknowledge that the parking meter recovery fee is based on the current per hour rate for street meters ($2.00) using an average occupancy of 60% for the hours occupied beginning from set-up to tear-down (currently 9:00 a.m. – 4:00 p.m.).
(b) DMBBPA will be invoiced and pay City for the State required annual operational permit issued by the Manhattan Beach Fire Department at the rate listed in City’s approved User Fee Schedule (currently $300). Manhattan Beach Fire Department will conduct a second annual inspection, at no cost, to ensure continued adherence to Fire regulations.
(c) DMBBPA will pay City for an annual Business License in accordance with the stipulations and rates listed in the annual Manhattan Beach Business License Tax Rates Schedule for the current licensing period (March 1st thru February 28th). This business license will be all inclusive for the market and participating farmers, vendors, and entertainment.
(d) All rates and fees set forth in this Section 3 are subject to adjustment according to the prevailing rate schedule for each fee type or changes to the City’s per hour parking meter rates.
Section 4. Method of Payment.
(a) Inv oices. Ci ty will invoice DMBBPA by the 10th of each month pursuant to paragraph (a) of Section 3 and Exhibit C. Annually, City wi ll inv oice DM BBPA f or th e operational permit p ursuant to parag raph (b) of Section 3. DM BBPA s hall pay all Business Lice nse fees and tax es directly to City, in accordance with City’s standard procedures for Business License payments.
(b) Payment. DMBBPA shall pay all invoice amounts within 30 calendar days of the invoice date. A penalty of 5% may be added to past due invoices.
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Section 5. Use of Premises and Temporary Premises.
(a) Licensee shall use the Premises and Temporary Premises only for the purpose of a weekly Farmers Market, including parking by vendors. Licensee shall use the Additional Parking Spaces only for parking by Market vendors. Vendor parking on the Eastside of Morningside Drive may be used to stack vehicles, provided the larger box or cube trucks are parked closest to the curb and smaller vehicles are on the outside (see Exhibit B). For purposes of this Agreement, “Farmers Market” and “Market” shall mean an outdoor market place where local farmers and other vendors sell fruits and vegetables, cheese, bakery products, and other food stuffs directly to consumers. (b) Licensee shall operate the Farmers Market between the h ours of 1 1:00 a.m. and 3:00 p.m. ev ery Tuesday. Set-up is to begin no earlier than 9:00 a.m. and tear-down is to be completed by 4:00 p.m. Any modifications to the location or layout of the Farmers Market shall be mutually agreed upon by the Parties, and any change in compensation, shall be incorporated by written amendments to this Agreement.
(c) Licensee sh all not damage t he Premises or Temporary Premises .
Licensee s hall m aintain th e Premises and Temporary Premises in a good, safe, neat, and sanitary condition to the satisfaction of City.
(d
) Licensee shall provide all necessary equipment in good working condition.
(e) Licensee sh all not use the Premises or Temporary Premises for any immoral or unlawful purpose, and shall comply with all local, State, and federal laws and regulations.
(f) Ci ty reserves the r ight to use the Premises and /or Temporary Premises for any City purpose, upon 21 days advance notice. In the event of receiving such notice from City, Licensee shall cancel or relocate the Market to an alternative location for the requested day(s). There will be no charges to Licensee for full cancellation dates.
Section 6. Party Representatives
For the p urposes of this A greement, the City Representative s hall b e t he City Manager, or his or h er designee (the “City Representative”). For the purposes of this Agreement, the DMBBPA Representative shall be the Chairperson of the association, or his o r her desi gnee ( the “DMBBPA Representative”). The DM BBPA Representative shall directly manag e the terms and services under t his Agreement. DM BBPA shall notify City (in accordance with Section 12) within 10 calendar days of any change of the designated DMBBPA Representative.
Section 7. Licensee Responsibilities.
(a) Scope of Services. DM BBPA shall ope rate the Farmers M arket in compliance with all applicable State and local laws and regulations, and in compliance with the Scope of Services attached as Exhibit A. City may request, in writing, changes in the Scope of Services. A ny changes mutually agreed upon by the Parties shall be incorporated by written amendments to this Agreement.
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(b) Permits a nd Licenses. DM BBPA shall obtain and m aintain during the Agreement t erm all necessary licenses, permits a nd certificates req uired by law f or the operation of the Farmers Market.
(c) Compliance with City Directives. DMBBPA shall comply with all directives of the City Representative and City law enforcement personnel regarding operation of the Market, especially in all m atters pertaining to public safe ty and li ability. Ci ty designee(s) such as, Co mmunity Service Officer, Code Enforcement Officer and Fire Inspector m ay periodically walkthrough the Market to verify compliance and will consult with DMBBPA re presentative on a ny co ncerns as much a s rea sonably p ossible if circumstances will affect the Market. Vendors not in com pliance w ith Ci ty directives, or stip ulations w ithin t his Ag reement, including parking, may be asked to suspend operations for up to 30 days.
(d) Advertising & Promotion. DMBB PA shall promo te the M arket at no expense to City, and shall provide all necessary funds, staff, equipment, and materials necessary for that purpose.
(e) Accessibility. DM BBPA sh all provide ade quate access to the Mar ket for pe ople w ith disabilities in a m anner t hat is s atisfactory to Ci ty and keep all pedestrian aisles and pathways clear.
(f) Local M unicipal Code Compliance. DMBB PA shall read, understand and accept responsibility f or ensuring all M arket v endors comply w ith curr ent regulations enacted by City including, but not limited to the following provisions of the Municipal Code: Smoking prohibition ( Section 4.11 6.030), and Chapters 5.80 & 5.88 concerning Polystyrene, Plastic Bags, Single-Use Plastics and Balloons.
(g) Ci ty Susta inability Go als. T hroughout the te rm of th is Ag reement, DMBBPA shall make g ood faith efforts to op erate the Market in a mann er consistent with City’s environmental sustainability goals. Licensee acknowledges having reviewed City’s sust ainability workplan, w hich can be fou nd at https://www.manhattanbeach.gov/departments/environmental-sustainability. DM BBPA shall make good f aith eff orts to c ause M arket v endors to participate in t he M arket in a m anner consistent with City’s environmental sustainability goals.
Section 8. City Services. Ci ty shall provide at no cost to DMBB PA any additional s ervices n ot listed in Section 3 but deemed necessary by the Ci ty Representative. Service m ay include, b ut are not lim ited to: police, fi re, inspection services, traffic co ntrol, parking permits for reserved parking areas, a nd p arking enforcement as needed.
Section 9. Insurance.
(a) Licensee shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A p olicy or policies of Comprehensive General Liability Insurance, Docusign Envelope ID: 57D667CA-ECC5-4A82-9E80-2C6EB751390E -
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with minimum limits of $2,000,000 for each occurrence with a $4,000,000 annual aggregate, against any personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Licensee. The CGL policy shall be sufficiently broad to respond to the duties and obligations undertaken by DMBBPA in this Agreement, including coverage for Market vendors.
(2) Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with a combined single limit of $2,000,000.00 per accident for bodily injury and property damage. If DMBBPA does not use any owned, non-owned or hired vehicles in the performance of Services under this Agreement, DMBBPA shall obtain a non-owned auto endorsement to the Commercial General Liability policy required under subparagraph (a)(1) of this Section.
(3) Workers' Compensation Insurance as required by the State of California and Employer's Liability Insurance with a minimum limit of $1,000,000.00 per accident for bodily injury or disease. If DMBBPA has no employees while performing Services under this Agreement, workers' compensation policy is not required, but DMBBPA shall execute a declaration that it has no employees.
(b) Acceptability of Insurers. The insurance policies required under this Section shall be issued by an insurer authorized to write insurance in the State of California with a rating of A:VII or better in the latest edition of the A.M. Best Insurance Rating Guide. Self- insurance shall not be considered to comply with the insurance requirements under this Section.
(c) Additional Insured. The commercial general and automobile liability policies shall contain an endorsement naming City and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds. This provision shall also apply to any excess/umbrella liability policies.
(d) Primary and Non-Contributing. The insurance policies required under this Section shall apply on a primary non-contributing basis in relation to any other insurance or self-insurance available to City. Any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents or volunteers, shall be in excess of DMBBPA’s insurance and shall not contribute with it.
(e) DMBBPA’s Waiver of Subrogation. The insurance policies required under this Section shall not prohibit DMBBPA and DMBBPA’s employees, agents or subcontractors or market vendors from waiving the right of subrogation prior to a loss.
DMBBPA hereby waives all rights of subrogation against City.
(f) Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At City’s option, DMBBPA shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or DMBBPA shall procure a bond guaranteeing payment of losses and expenses.
(g) Cancellations or Modifications to Coverage. DMBBPA shall not cancel, reduce or otherwise modify the insurance policies required by this Section during the term Docusign Envelope ID: 57D667CA-ECC5-4A82-9E80-2C6EB751390E -
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of th is Ag reement. The comm ercial gen eral and automobile liabili ty policies required under this Agreement shall be endorsed to state that should the issuing insurer cancel the policy before the expiration date, the issuing insurer will endeavor to mail 30 days’ prior written notice to City. If any insurance policy required under this Section is canceled or reduced in coverage or limits, DMBBPA shall, within two Business Days of notice from the insurer, phone, fax or notify City via certified mail, return receipt requested, of th e cancellation of or changes to the policy.
(h) Ci ty Remedy for Noncompliance. If DM BBPA does not m aintain the policies of insurance required under th is Section in fu ll f orce a nd e ffect duri ng the term of t his Agreement, or in the event any of DMBBPA’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, Ci ty may, but has no duty to, take out the necessary insurance and pay, at DMBBPA’s ex pense, the premium thereo n.
DMBBPA shall promptly reimburse City for any premium paid by City.
(i) Ev iden ce of Ins urance. DMBBPA shall furnish City’s Risk M anager with a certificate or certificates of insurance and all original endorsements ev idencing and effecting the cov erages required un der t his Section prior to the effective date of this Agreement. The e ndorsements are su bject to City ’s approval. DM BBPA m ay provide complete, certified co pies of all required in surance policies to City. DM BBPA shall maintain current endorsements on file w ith City’s Risk M anager. DMBBPA shall provide proof to City ’s Risk M anager t hat insurance policies ex piring during the t erm of t his Agreement have been renewed or replaced with other policies providing at lea st the same coverage. DMBBPA shall furnish such proof at least two weeks pri or to the expiration of the coverages.
(j
) Indem nity Requirements not Limiting. Procurement of insurance by DMBBPA sh all n ot be co nstrued as a lim itation of DMBBPA’s li ability or as fu ll performance of DMBBPA’s duty to indemnify City under Section 10 of this Agreement.
(k) Broader Coverage/Higher Limits. If DMBBPA maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by DMBBPA. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
(l) Vendor Insurance Requirements. DMBBPA shall require each of its vendors under this Agreement to maintain insurance coverage that meets all of the requirements of t his Section. Vendors shall m aintain Com prehensive Ge neral Liability In surance with minimum limits of $1,000,000 for each occurrence, $2,000,000 annual aggregate.
The use of subcontractors is prohibited.
Section 10. Indemnification.
(a) Indemnity. To the fullest extent permitted by law, DMBBPA (referred to as “Indemnitor” in this Section 10) shall defend, indemnify, and hold City, and its elected officials, officers, agents and employees (“Indemnitees”) free and harmless from any Docusign Envelope ID: 57D667CA-ECC5-4A82-9E80-2C6EB751390E -
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claim, liability or financial loss (including, without limitation, attorneys’ fees and costs), injuries to property or persons (including without limitation, attorneys’ fees and costs) arising out of any acts or omissions of Indemnitor, its officials, officers, employees, agents, subcontractors, or Market vendors in connection with the performance of the License Agreement or the use of the Premises, Temporary Premises, or the Additional Parking Spaces (as those terms are defined in the License Agreement), except for such claim, liability or financial loss or damage arising from the sole negligence or willful misconduct of City, as determined by court decision or by the agreement of the parties.
Indemnitor shall defend City, with counsel of City’s choice, at Indemnitor’s own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against City (provided that City and its chosen counsel shall use reasonable efforts to coordinate with the Market and its counsel to av oid duplicate or unnecessary expense). Indemnitor shall reimburse City for any and all legal expenses and costs incurred by City in connection therewith or in enforcing the indemnity herein provided. Indemnitor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Indemnitor or City. All duties of Indemnitor under this Section shall survive termination of this Agreement.
(b) Inapplicability of Insurance Coverages . This indemnity is effective without reference to the existence or applicability of any insurance coverages required under this License Agreement or any additional insured endorsements which may extend to Indemnitees. City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Section.
(c) Waiver of Subrogation and Contribution. Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor.
Section 11. Termination.
(a) Either Party may terminate this Agreement for any reason or for no reason upon 60 calendar days’ written notice to the other Party.
(b) In the event of termination or cancellation of this Agreement by either Party, Licensee ag rees to cease use of the Premises and Temporary Premises w ithin 60 calendar days of receipt of such notice.
Section 12. Notices. Any notice, consent, request, demand, bill, invoice, report or other communication required or permitted under this Agreement shall be in writing and conclusively deemed effective: (a) on personal delivery, (b) on confirmed delivery by courier service during DMBBPA’s and City’s regular business hours, or (c) three business days aft er deposit in t he United States m ail, by first class mai l, po stage prepaid, and addressed to the Party to be notified as set forth below:
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If to City: If to DMBBPA:
Attn: Revenue Services
City of Manhattan Beach
1400 Highland Avenue
Manhattan Beach,
California 90266
Telephone: (310) 802-5555
E il
Attn: Jil l Lamkin, Executive Director
Downtown Manhattan Beach Business &
Professional Association
P.O. Box 3298
Manhattan Beach,
California 90266
T l h (310) 3 9 9901
With a courtesy copy to:
Quinn M. Barrow,
City Attorney
1400 Highland Avenue
Manhattan Beach,
California 90266
Telephone: (310) 802-5061
Email: [email protected]
Section 13. Assignment. This Agreement shall not b e assigned, in whole or in part, by Licensee without the prior written approval of City. Any attempt by Licensee to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
Section 14. A ttorneys’ Fees. If either party commences an acti on against the ot her party arising out of or in connection with th is Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.
Section 15. Entire Ag reement; Amendm ent. This A greement represents the entire integrated ag reement between Ci ty and Licensee, and supersedes all prior negotiations, representations or agreements, either written or oral. T his Agreement may be amend ed only by a written instrument signed by both City and Licensee.
Section 16. Governing Law and Venue. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California. A ny action commenced related to or concerning this Agreement shall be filed in the appropriate court in Los Angeles County.
Section 17. Ci ty Not Oblig ated to T hird Parties. Ci ty shall not be obligated or liable under this Agreement to any party other than Licensee. No term in this Agreement is intended to establish a benefit or right for, or that may be enforced by, any person who is not a party to this Agreement.
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herein or the application thereof to any person or entity by judgment or court order shall in no way aff ect a ny o f the ot her covenants, con ditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.
EXECUTED on the date first written above in Manhattan Beach, California.
City:
City of Manhattan Beach,
a California municipal corporation
By:
Name: Talyn Mirzakhanian
Title: City Manager
Date:
ATTEST:
By:
Name: Liza Tamura
Title: City Clerk
Date:
APPROVED AS TO FORM:
Licensee:
Downtown Manhattan Beach Business &
Professional Association,
a California nonprofit corporation
By:
Name: Jill Lamkin
Title: Executive Director
Date:
Docusign Envelope ID: 57D667CA-ECC5-4A82-9E80-2C6EB751390E 11/27/2024
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By:
Name: Quinn M. Barrow
Title: City Attorney
Date:
APPROVED AS TO FISCAL IMPACT:
By:
Name: Onyx Jones
Title: Interim Finance Director
Date:
APPROVED AS TO CONTENT:
By:
Name: Ryan Heise
Title: Acting Community Development
Director
Date:
By:
Name: Erick Lee
Title: Public Works Director
Date:
Docusign Envelope ID: 57D667CA-ECC5-4A82-9E80-2C6EB751390E
EXHIBIT A
SCOPE OF SERVICES
• Prepare Market Rules and ensure each farmer, vendor, exhibitor and entertainment acknowledge, understand and comply with the rules. • Solicit and establish operating agreements with farmer and specialty vendors, including minimum insurance requirements.
• Maintain all paperwork for Agricultural Department and Health Department regarding certifications and all permits required by Federal, State and local agencies. Each vendor will conspicuously display their current Health Permit. • Coordinate with Farmers Market vendors and City for the set up and tear down of the event each week.
• DMBBPA’s Market manager shall remain on-site throughout the duration of the market, 9:00 AM – 4:00 PM, or until the street has been cleared of all vendors, equipment and vehicles associated with the market.
• Provide Farmers Market staff, or volunteers, to assure the safe operation of the market.
• Determine the placement of booths and shall have authority to remove unauthorized booths, furniture and other objects that interfere with the conduct of the event.
• Provide daily management of the market and ensure adherence to all City of Manhattan Beach regulations, including but not limited to, parking, traffic, non- solicitation, noise levels, health and environmental sustainability. • Farmers Market vendor vehicles shall not be parked in any parking spaces outside of the “Premises” or “Temporary Premises” as defined in Exhibits B and B2. • Ensure all public walkways in the Civic Center Plaza as shown in Exhibit B2 should not be blocked by Farmers Market vendors or its operation at any time. • Ensure vendors located in Area B of Exhibit B2 are not cooking or utilizing any open-flame devices and following all other Fire and Building codes. • Secure farmers and specialty vendors, striving that the selected vendors are not in direct competition with local Downtown Manhattan Beach eateries and businesses. The overall mix of vendors should remain near the goals of 40% Farmers & Ranchers, 40% specialty “packaged” goods and 20% prepared food. • Create marketing and social media exposure for the Market.
A-1
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EXHIBIT B
FARMERS MARKET DEPICTION
PREMISES (13th Street between Morningside Drive and Valley Drive, as well as the Metlox Plaza area)
B-1
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EXHIBIT B2
TEMPORARY FARMERS MARKET DEPICTION
TEMPORARY PREMISES (Civic Center Parking Lot and Plaza area)
*Schematic Only. Approved Traffic Control Plan Required.
Vehicle ramp will be closed from 9 AM – 4 PM.
B-2
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EXHIBIT C
COMPENSATION
Premises
Weekly Rate
Temporary Premises
Weekly Rate
Department Cost Category #
13th Street
& Metlox
Plaza #
Civic Center
Parking Lot
& Plaza
Parking Meter Rate Recovery
# Metered Spaces x $2.00/hr x 7 hrs x
60% Occupancy
37 $310.80 12 $100.80
Public Works Staff Time Recovery
Actual Hours Worked x Billable Hourly
Rates (Currently Maintenance Worker I
$123.51 and Maintenance Assistant
$99.63)
Hours
TBD
Hours
TBD
Police Staff Time Recovery
(Two Community Services Officers x
$115.03/hour x ½ hour each)
$115.03 -
* Compensation will be invoiced based on weekly rates and hours by location. ** Hourly rates are per current adopted fee schedule. Fee schedule updates will be noticed at least 30-days in advance.
Recovery of staff time and vehicle use will not be billed for dates when the market is not in operation.
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