The Farmers Market, as in “Meet me Third and Fairfax,” is an in spot in L.A. Some would say the in spot. And you don't have to be in yourself to get in.

Just drive up, park, wander in and take your pick: doughnuts and coffee, waffles and strawberries, gumbo and corn bread. The market is leisurely, a place to idle, Los Angeles' answer to the Parisian cafe. The price of a cup of coffee buys a minty-green seat at a little round table and the freedom to waste away the hours without even a nudge from a proprietor. The market is happenstance first, commerce second. That's what makes it beloved in a city under permanent siege by the Starbucks-Noah's-Gap-polymerase-chain-reaction-retail boom. Until now.

On May 22, the owner of the Farmers Market, the A.F. Gilmore Co., announced that it had signed a $100 million development agreement with Caruso Affiliated Holdings to transform the 30-acre site into a mega-mall. Rick J. Caruso, the developer, said at a press conference the project would be “a 'lifestyle' center . . . in an open-air environment. The whole design is to celebrate the architectural vernacular of the Farmers Market.” Caruso's company has built some of the largest shopping centers in Southern California, from the Italianate “Commons at Calabasas” to the Promenade at Westlake. Caruso also developed the more modest Loehmann's mall immediately south of the Beverly Center.

Hank Hilty, president of the Gilmore Co., which will lease its property to Caruso, said, “Our commitment is to preservation, quality, authenticity and community.”

Although the skeleton of the main section of the historic market, from Du-par's to Ralph's Key Shop, will remain roughly intact, the surrounding property to the north (bordered by CBS Television City) and to the east (clear to the edge of Pan Pacific Park) will become a promenade of “local and national retailers,” Caruso boasted, along with cinemas and smaller shops.

Translation: “flagships,” what Caruso called “the best presentation by retailers of their goods and services.” Names? “Banana Republic, Crate & Barrel and Bloomingdale's Home Store.”

Hearing those national brands provoked Anita Finer, a 60-something market devotee, to shout at Caruso and Hilty from the sidelines. “Let it stay as it is,” Finer insisted. “Our mothers liked it, our daughters like it. We don't need another Gap, another Banana Republic. We know where to buy our clothes.”

Of course, to make room for the generic, the vernacular must be razed. Antique Alley and its neighbors, from Kip's Toyland to the Farmers Market Post Office, will disappear; Mordigan's Nurseries may as well. Rising to take their place will be a courtyard complex that, according to the developer's drawings, looks like a graft of the faux Faubourg St.-Honore on Rodeo Drive in Beverly Hills and the al fresco outlet mall of Cabazon.

Hilty, while acknowledging people's sentimental attachment to the market as it is, said, “We've got 30 acres in the center of Los Angeles that are grossly underutilized. We are in business and we always have been. We've done many things in Los Angeles to advance our mandate, which is commerce.”

Construction on the Gilmore-Caruso plan is slated to begin by the end of the year, and the new mall would open by the beginning of 2001. Unlike similar massive developments recently proposed for Hollywood and Westwood, the Grove already has city approvals in hand. Back in 1991, Gilmore won the right to build a 900,000-square-foot mall, anchored by Nordstrom and the May Co., on the Gilmore property. Despite objections from the surrounding neighborhood, and over opposition spearheaded by former Bet Tzedek head and now city councilman Mike Feuer, lobbying by Latham & Watkins produced a deal that gave Gilmore Co. 10 years to build a big-box structure similar to the Beverly Center.

Presently, the city's development deal requires the Farmers Market to widen streets and provide other “mitigations” to accommodate an expected 52,000 new car trips entering the intersection at Third and Fairfax. That was the traffic-study estimate for the 1991 project. Since the new plan no longer includes the warehouselike structures and has been reduced to 700,000 square feet – “to fit handsomely in the community,” in Hilty's words – city officials say they will consider a new traffic study to downsize the mitigation measures.

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