18-0821_SOUTH COAST FARMS_Payment Schedule Agreement First Amendment FIRST AMENDMENT TO
AGREEMENT ESTABLISHING A PAYMENT SCHEDULE FOR
OUTSTANDING WATER CHARGES
BY AND BETWEEN
THE CITY OF SAN JUAN CAPISTRANO AND SOUTH COAST FARMS, INC.
This First Amendment to the Agreement Establishing a Payment Schedule for
Outstanding Water Charges dated February 7, 2017 ("First Amendment"), is made and
entered into this 21st day of August, 2018, by and between the City of San Juan
Capistrano, a California municipal corporation ("City") and South Coast Farms, Inc., a
California corporation ("South Coast") with reference to the facts set forth in the Recitals
below:
RECITALS
WHEREAS, City is the owner of the 28.225 acre farm in the City of San Juan
Capistrano, California, generally located at the northwest corner of Alipaz Street and
Camino Del Avion, San Juan Capistrano, California ("Property").
WHEREAS, on May 6, 2008, the City and South Coast entered into a ten-year
License Agreement ("License Agreement"), granting South Coast a license to conduct
farming operations on 27.725 acres of the Property, with 0.50 acres set aside for City
use.
WHEREAS, Pursuant to Section 5 of the License Agreement, the City is
responsible for providing a source of water supply to South Coast, and South Coast is
required to pay for water at no more than the current agricultural rate and any costs of
keeping the irrigation system operational, regardless of the source of supply.
WHEREAS, on February 7, 2017, the City and South Coast entered into an
Agreement Establishing a Payment Schedule for Outstanding Water Charges ("Payment
Schedule Agreement"), which established a payment schedule for the outstanding
balance of$246,971 in unpaid water charges for Account No. 90032, and required South
Coast to pay all regular monthly charges for water use (which included Account No. 90032
and Account No. 24091).
WHEREAS, following the execution of the Payment Schedule Agreement, South
Coast made the following payments on Account No. 90032 and Account No. 24091 :
61147.00310\31359958.1
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Account No. 90032 Account No. 24091
$314.05 on February 15, 2017 $153.47 on February 15, 2017
$1 ,658.81 on March 23, 2017 $161 .01 on March 13, 2017
$3,911 .18 on April 24, 2017 $132.51 on April 24, 2017
$6,484.02 on June 5, 2017 $269.20 on June 5, 2017
$4,796.74 on July 5, 2017 $242.55 on July 5, 2017
$20,000 on July 10, 2017 $641 .65 on August 30, 2017
$20,000 on July 17, 2017 $823.18 on November 2, 2017
$10,217.20 on November 1 , 2017
Total: $67,382.00 Total: $2,423.57
WHEREAS, on March 13, 2017, the City and South Coast extended the term of
the License Agreement to August 6, 2018.
WHEREAS, due to the challenges of operating a successful organic farm in light
of continued dry weather conditions and the ongoing cost of water, there remains an
outstanding balance of$304,323.62 in unpaid water charges for Account No. 90032, and
an outstanding balance of $2,267.67 for Account No. 24091 , for a total outstanding
balance of $306,591.29 (the "Legacy Water Debt").
WHEREAS, the City and Ecocenter, Inc., dba The Ecology Center, a California
nonprofit public benefit corporation ("TEC") have entered into a License Agreement for
the Property ("TEC License Agreement"), dated August 21 , 2018.
WHEREAS, on August 21 , 2018, the City and TEC entered into a Letter
Agreement Regarding Delinquent Water Bill for the Property Located at 32681 Alipaz
Street, San Juan Capistrano ("TEC Letter Agreement"), dated August 21, 2018 which is
attached to this First Amendment as Exhibit "A" and incorporated herein by reference.
TEC has agreed to make minimal payments toward the principal of the Legacy Water
Debt during the term of the TEC Letter Agreement in the manner set forth in the TEC
Letter Agreement.
WHEREAS, subject to TEC's compliance with the TEC Letter Agreement, the City
is willing to forbear from exercising its rights against South Coast with respect to the
Legacy Water Debt during the term of the Payment Schedule Agreement, and the parties
now desire to amend the Payment Schedule Agreement to incorporate the City's
forbearance.
NOW THEREFORE, in consideration of the foregoing, and of the mutual
obligations and agreements contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
61147 00310\31359958.I
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SECTION 1. AMENDMENT OF SECTION 1, "PAYMENT SCHEDULE." Section
1 of the Payment Schedule Agreement is hereby amended to read in its entirety as
follows:
1. Payment Schedule and Tolling Period.
a. Payment. The License Agreement terminated August 6, 2018. South
Coast currently has outstanding water charges for Accounts No.
90032 and No. 24091 , as listed below.
South Coast shall immediately pay the outstanding balances listed
below, plus any and all additional charges for those accounts which
accrue after the execution of this Agreement and the termination of
the License Agreement (collectively, the "Legacy Water Debt"). City
shall provide an updated accounting of accrued charges in excess of
the amounts listed below due on Accounts No. 90032 and No. 24091
within ten (10) days of termination of the License Agreement
("Accrued Charges"). Parties agree that said notice of Accrued
Charges shall be incorporated into this Agreement, as though fully
set forth herein. Payment of the Accrued Charges shall be due within
thirty (30) days of the notice.
Current outstanding balance:
Account No. 90032 $304,323.62
Account No. 24091 2,267.67
Total: $306,591 .29
b. Forbearance. The City and Ecocenter, Inc., dba The Ecology
Center, a California nonprofit public benefit corporation ("TEC") have
entered into a Letter Agreement Regarding Delinquent Water Bill for
the Property Located at 32681 Alipaz Street, San Juan Capistrano
("TEC Letter Agreement"), dated August 21 , 2018, in which TEC has
agreed to make minimal payments to the City in respect to the
Legacy Water Debt. Subject to TEC's compliance with the terms and
conditions of the TEC Letter Agreement, specifically including, but
not limited to, TEC's timely completion of payments on the Legacy
Water Debt, the City hereby agrees to forbear from exercising its
rights and remedies against South Coast with respect to the Legacy
Water Debt during the period commencing on February 7, 2017 (the
Effective Date of this Agreement) and ending upon the termination
of this Agreement.
The City's forbearance, as provided herein, shall immediately
and automatically cease without notice or further action upon
the termination of this Agreement as set forth in Section 5 of
61 147 00310\31359958.I
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this Agreement. On and from the date of the termination of
this Agreement, the City may, in its sole discretion, exercise
any and all remedies available to it with respect to the Legacy
Water Debt.
c. Tolling of Statutes of Limitations.
The statutes of limitations, statutes of repose, and any other
defenses based upon passage of time, including any claim of
laches, applicable to the collection of the Legacy Water Debt
arising under federal, state or local laws, including the
California Code of Civil Procedure and the California
Government Code, are hereby tolled for the time period
between February 7, 2017 (the Effective Date of this
Agreement) and the termination of this Agreement, inclusive
(the "Tolling Period"). The City agrees to forebear from filing
any lawsuit related to the collection of the Legacy Water Debt
during the Tolling Period.
ii. Each Party further agrees that if the City commences any
litigation or any other judicial proceeding of any kind, nature
or description against South Coast with respect to any of the
collection of the Legacy Water Debt, the Tolling Period shall
not be asserted or relied upon in any way by South Coast to
compute the running of time under any statute of limitations or
other time-related defense to such action or proceeding and
with respect to any claim for which the applicable statute of
limitations has commenced to run prior to the expiration of
the Tolling Period, such statute of limitations shall be deemed
suspended for the entire duration of the Tolling Period.
iii. Justifiable Reliance. South Coast agrees that City is justifiably
and reasonably relying upon the terms and conditions set
forth in this Agreement, that the statutes of limitation at issue
here are subject to being tolled, and that this Agreement is
enforceable in accordance with its terms.
iv. Restart of Statute of Limitations and End of Stay. Upon
termination of this Agreement all applicable statutes of
limitations will restart.
SECTION 2. AMENDMENT OF SECTION 5, "TERMINATION." Section 5 of the
Payment Schedule Agreement is hereby amended to read in its entirety as follows:
5. Termination.
61147 00310\31359958 I
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This Agreement shall remain in effect until September 22, 2022, unless
earlier terminated by the City. The City, in its sole discretion, may terminate
this Agreement upon (i) termination of the TEC Letter Agreement, or (ii)
upon failure by TEC to make a scheduled payment on the Legacy Water
Debt within thirty (30) days of the payment deadline established in the TEC
Letter Agreement.
SECTION 3. CONTINUING EFFECT OF PAYMENT SCHEDULE AGREEMENT.
Except for the changes specifically set forth herein, all other terms and conditions of the
Payment Schedule Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, City and South Coast have caused this First
Amendment to be executed on the date and year first written above.
CITY OF SAN JUAN CAPISTRANO SOUTH COAST FARMS
� �
BY _ 10.9 _ BY: :�.%� 1 , - s.. i►
njam. :ieg: Georg- Kibby
City M. ager Owner
APPROVED AS TO FORM:
BY
rWBall ger
City Attorney
61147.00310\31359958.1
EXHIBIT "A"
Letter Agreement Regarding Delinquent Water Bill for the Property Located
at 32681 Alipaz Street, San Juan Capistrano
[Attached behind this cover page]
61147.00310\31359958.1
6
August 21, 2018
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attention: City Manager
Re: Letter Agreement Regarding Delinquent Water Bill for the Property Located
at 32681 Alipaz Street, San Juan Capistrano
Dear City Manager:
Reference is made to that certain License Agreement (the "SCF License Agreement),
dated as of May 16, 2008, by and between City of San Juan Capistrano, a California
municipal corporation, and the San Juan Capistrano Community Redevelopment
Agency, a public body, corporate and politic (collectively, the "City") and South Coast
Farms ("SCF').
WHEREAS, SCF is liable to the City for certain delinquent water utility bills in
connection with the Property under the SCF License Agreement in excess of
$306,591 .29 (the "Legacy Water Debt');
WHEREAS, the City and Ecocenter, Inc., dba The Ecology Center, a California
nonprofit public benefit corporation ("TEC") have entered into that certain License
Agreement (the "TEC License Agreement"), dated as of August 21 , 2018;
WHEREAS, in connection with the TEC License Agreement, TEC is interested in
entering into a services agreement with SCF (the "Services Agreement');
WHEREAS, contingent on the execution of the Services Agreement and on the
terms contained in this Letter Agreement (the "Agreement'), TEC is interested in
making certain payments toward the principal of the Legacy Water Debt during the term
of the TEC License Agreement in the manner set forth in this letter; and
NOW, THEREFORE, in consideration of the foregoing recitals, TEC and the City
hereby agree to do the following in order to reduce the Legacy Water Debt:
1. Schedule of TEC Payments on Legacy Water Debt. Subject to the terms of this
Agreement, TEC hereby agrees to make the following payments to the City ("Water
Debt Payments") in respect of the Legacy Water Debt:
(a) On or before September 1 , 2018, TEC will make a payment to the City in the
amount of eight thousand dollars ($8,000);
(b) On or before September 1 , 2019, TEC will make a payment to the City in the
amount of eight thousand dollars ($8,000);
(c) On or before September 1, 2020, TEC will make a payment to the City in the
amount of eight thousand dollars ($8,000);
(d) If TEC exercises its right to a first Extension Term under Section 2 of the TEC
License Agreement, then, on or before September 2, 2021, TEC will make a payment to
the City in the amount of ten thousand dollars ($10,000); and
(e) If TEC exercises its right to a second Extension Term under Section 2 of the
TEC License Agreement, then, on or before September 2, 2022, TEC will make a
payment to the City in the amount of ten thousand dollars ($10,000).
2. Application of Water Debt Payments to Principal. The City agrees that each Water
Debt Payment shall reduce the outstanding principal amount of the Legacy Water
Debt.
3. Payoff of the Legacy Water Debt. If the Legacy Water Debt is paid in full by SCF or
any other third party in its entirety before the final Water Debt Payment is due under
this Agreement, no further payments shall be due under this Agreement.
4. No Assumption of Legacy Water Debt. TEC and the City agree that TEC shall not
be deemed to assume the Legacy Water Debt (or any portion thereof) as a result of
this Letter Agreement. TEC and the City acknowledge that the Legacy Water Debt
exceeds the total of the Water Debt Payments set forth above, and that TEC shall
not be liable to the City for any other payments or obligations with respect to the
Legacy Water Debt except as specifically set forth in Section 1 of this Letter
Agreement.
5. Forbearance. Subject to compliance by TEC with the terms and conditions of this
Agreement, the City hereby agrees to forbear from exercising their rights and
remedies against SCF with respect to the Legacy Water Debt during the period
commencing on the Effective Date (as defined in the TEC License Agreement) and
ending on the termination of this Agreement. The City's forbearance, as provided
herein, shall immediately and automatically cease without notice or further action on
the termination of this Agreement or upon TEC's failure to comply with the terms and
conditions of this Agreement. On and from the date of the termination of this
Agreement, the City may, in its sole discretion, exercise any and all remedies
available to it with respect to the Legacy Water Debt.
6. Taxes. TEC and the City acknowledge that payment of the Water Debt Payments
may have tax consequences for the City, SCF, or other third parties, and the City
agrees that TEC shall have no liability under this Letter Agreement for any present
or future taxes, levies, imposts, duties, deductions, withholdings (including backup
withholding), assessments, fees or other charges imposed by any governmental
authority (including any interest, additions to tax or penalties applicable thereto)
incurred by the City, SCF, or any other third party as a result of TEC's Water Debt
Payments under this Agreement, except as required by applicable law.
102733439.3
7. Contingent on Services Agreement. The City and TEC acknowledge and agree that
the effectiveness of this Agreement shall be contingent on the execution of that
certain Services Agreement, dated 5 k ,&v- e , 2018, by and between TEC and
SCF, in a form reasonably acceptable to TEC.
8. Termination. Notwithstanding anything to the contrary in this Agreement, the rights
and obligations (including any obligation to make a payment) set forth in this Letter
Agreement shall automatically terminate upon termination or expiration of the TEC
License Agreement.
[Signature Pages Follow]
3
102733439.3
Sincerely yours,
ECOCEN ER, INC.
By:
Name: Evan Marks
Title: Executive Director
[Signature Page to Letter Agreement]
102733439.3
Accepted and Agreed:
City of San Juan Capistrano,
' a California municipal corporation
r
By:
B 0 ' I ''r GE!
ity Mana'er
ATTEST: 't
By: _ L J
MARI MO RI', 4
City Cler
APPROVED AS TO FORM:
By: ��f /
JEFF BALINOER, I I
City Attorney
[Signature Page to Letter Agreement]
102733439.3
SERVICES AGREEMENT
This services agreement (the "Agreement"), commencing October 1, 2018 (the
"Commencement Date") is between ECOCENTER, INC., a California based nonprofit
corporation (the "Organization") and SOUTH COAST FARMS, INC., California based
corporation (the "Contractor", and together the "Parties").
RECITALS
WHEREAS, the Organization—doing business as The Ecology Center—curates ecological
experiences and provides the tools, knowledge and skills that promote healthy communities.
Toward these goals,the Organization seeks to engage the Contractor to support efforts in food
production and general consulting and implementation of the Organization's directives, as
they relate to its farm operations at locations including,but not limited to, 32701 Alipaz Street,
San Juan Capistrano, California ("SJC") and 441 Quail Gardens Dr., Encinitas, California
("Farm Lab" and together, the "Properties"). The Services are attached hereto as Exhibit A
(the "Services"); and
WHEREAS, the Contractor acknowledges the value to both Parties stemming from a .
seamless transition of farm and retail operations at SJC, and shall provide certain assets, set
forth herein,that can support the continued marketing of the farm and its produce.
WHEREAS, in addition, the Organization seeks to purchase a portion of the Contractor's
assets, and lease others, attached hereto and governed by separate agreements attached as
Exhibits B and C that,in addition to this Agreement,will comprise the"Documentation";and
WHEREAS, the Contractor is engaged in the business of certified organic farming and
has performed services, the same or similar to those outlined in Exhibit A, and offers the assets
for purchase and the lease free of lien or other encumbrances; and
WHEREAS, the Parties recognize that each Party shall be operating independently,
causing no financial or legal liability to the other; and
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged,the Parties agree as follows:
AGREEMENT
1. ENGAGEMENT; SERVICES.
(a) Engagement. The Organization will retain the Contractor to provide, and the
Contractor shall provide, the Services for the Term defined herein, or until terminated in
accordance with Section 2(b) of this Agreement.
(b) Services The Parties intend that the relationship created by this Agreement shall be
that of service recipient and independent contractor. In this regard,Contractor shall retain
the exclusive right to control and direct all details of the Services,within the proscribed
guidelines set by the Organization.Without limiting the scope of Services, the Contractor
shall:
Services Agreement 1
(i) Perform the Services. However, if a conflict exists between this
Agreement and any term in Exhibit A,the terms in this Agreement will control;
(ii) Devote as much productive time, energy, and ability to the performance
of his duties under this Agreement as may be necessary to provide the required Services in a
timely and productive manner and to the specifications and satisfaction of the Organization;
(iii) Provide assets, as reasonably requested by the Organization, paid by
Organization if related to transfer of assets, for the purposes of presenting and marketing the
farm operations and produce. These include but are not limited to, image and video assets,
signage, and databases;
(iv) Perform the Services to generally understood best practices with
regards to safety, and quality of operations and work product related to organic food
production for human consumption; and will maintain requisite or related licenses,
certifications, insurance (as described in Section 4 of this Agreement), Worker's Compensation
coverage,and all records related to the above for review by the Organization;
(v) Regularly communicate with the Organization about progress the
Contractor has made in performing the Services;
(c) Legal Compliance. The Contractor shall perform the Services in accordance with
prevailing industry standards and in compliance with applicable laws, rules, or regulations.
(d) Organization's Obligations. The Organization shall make timely payments, according
to payment terms set forth in each invoice and the agreed amounts determined on a sixty (60)
days,for monies required in advance for operations or for services rendered by the Contractor
under this Agreement.
2. TERM AND TERMINATION.
(a) Term. This Agreement will become effective as described in section 19 and will
continue for a period of twenty-four (24) months ending on September 30, 2020 (the 'Term").
Unless it is terminated earlier in accordance with subsection 2(c), this Agreement will continue
for the duration of the Term, and until the Services have been satisfactorily completed and the
Contractor has been paid in full for those Services.
(b) Extension.This Agreement may be extended, at the option of the Organization, for one
(1) year, provided notice is given to the Contractor no less than sixty (60) days before the
expiration of this Agreement.
(c) Termination.This Agreement may be terminated:
(i) By either Party, with Cause as defined below without prior notice, in the event of
any of the following:
a. If the other Party is in material breach of any provision of this
Agreement, and if the other Party's material breach is not cured within thirty (30) days of
receipt of written notice of the breach;
b. If the other Party becomes insolvent, dissolves, liquidates, files a
petition for bankruptcy or commences or has commenced against it proceedings relating to
bankruptcy,receivership,reorganization or assignment for the benefit of creditors;
Services Agreement 2
(ii) Automatically, on the death or disability of the Contractor's principal, George
Kibby.
(c) Effect of Termination. After the termination of this Agreement for any reason, the
Organization shall promptly pay the Contractor for Services rendered and any pre-approved
billable expenses incurred before the effective date of the termination, and any payments due
for leased or purchased assets. No other compensation, of any nature or type,will be payable
after the termination of this Agreement with Cause.
3. FEES &EXPENSES.
(a) Fees for the full-time services of the Contractor's principal, George Kibby. The
Organization shall pay the Contractor for the Services defined in Exhibit A an annual fee of
$102,000 in U.S. currency, paid in monthly installments commencing October 15, 2018 through
to expiration or termination of this Agreement.
(b) Fees to Contractor for labor and other overhead. The Organization shall pay to the
Contractor, on first day of each month,the projected net cost of labor plus ten (10) percent of
these expenses as allowable mark-up on the services, plus other incidentals'at net cost, to be
pre-approved on a rolling sixty (60) day basis related to the Services.
(c) Other direct expenses involved in farm operations and the Services. Including but
not limited to the following, the Organization shall pay directly to vendors, suppliers, utilities,
etc. all costs related to raw materials,utilities, rents, property taxes, certain insurance policies,
and improvements and maintenance.
(d) No payments in certain circumstances. No payment will be payable to the Contractor
under any of the following circumstances:
(i) If the Contractor did not perform materially or complete the Services described in
Exhibit A;
(ii) If the Contractor did not perform the Services in a manner compliant to
standards or regulations or to the reasonable satisfaction of the Organization.
(e) No other compensation. The compensation set out above and in Exhibit A will be the
Contractor's sole compensation under this Agreement.
(f) Contractor obligations. Contractor shall have the right to engage others to assist in the
accomplishment of the Services. Contractor shall be solely responsible for paying all
compensation owed to any assistants, and for applicable taxes. The Organization has no
obligation to pay or withhold any sums for any taxes or payroll expenses, or for notifications
relating to those obligations. Rather, Company will report the amount it pays Contractor on
IRS Forms 1099,to the extent required to do so under applicable laws.
(g) Other Benefits. The Contractor has no claim against the Organization under this
Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security,
worker's compensation, health or disability benefits, unemployment insurance benefits, or
employee benefits of any kind.
2. NATURE OF RELATIONSHIP.
Services Agreement 3
(a) Independent contractor status.
(i) The relationship of the Parties under this Agreement is one of independent
contractor, and no joint venture, partnership, agency, employer-employee, or similar
relationship is created in or by this agreement. Neither Party may assume or create obligations
on the other Party's behalf, and neither Party may take any action that creates the appearance
of such authority.
(ii) The Contractor has the sole right to control and direct the means, details,
manner, and method by which the Services will be performed. The Contractor shall perform
the Services, and the Organization is not required to hire, supervise, or pay any assistants to
help the Contractor perform those Services.
3. REPORTING.
The Contractor shall report to the Organization's Executive Director, Evan Marks or such
other officer or employee as may be designated by the Organization. The Contractor shall
provide written summary reports, on demand, to the Organization on progress, and shall be
available for live and telephonic meetings with reasonable frequency. In addition, upon
request, the Contractor will report on all actualized expenses incurred by the Contractor
related to the Services, which shall create adjustments in subsequent fees paid by the
Organization.
4. INSURANCE.
Throughout the term of this Agreement, Contractor at Contractor's sole cost and expense,
shall maintain in full force and effect the following insurance against liabilities arising out of
Contractor's activities on the Property:
a) Comprehensive General Liability coverage in an amount not less than one million
dollars ($1,000,000), per occurrence combined single limit coverage, and two million
dollars ($2,000,000) aggregate;
b) Worker's Compensation in an amount not less than one million ($1,000,000) per
accident and to include a Waiver of Subrogation;
c) Automobile Insurance covering all owned, non-owned and hired vehicles with a limit of
one million dollars ($1,000,000) each accident for bodily injury and property damage;
and,
d) The insurance coverage required herein shall be primary insurance as respects the
Organization, its officials, employees, and volunteers. Any insurance or self-insurance
maintained by the Organization, its officials, employees, or volunteers shall be in excess
of the insurance required herein and shall not contribute with it; and
e) The Organization, its officials, employees, and volunteers are to be covered, as
additionally insured, and the coverage shall contain no special limitations on the scope
of the protection afforded to the Organization, its officials, employees, or volunteers.
Services Agreement 4
f) Proof of Insurance Requirements/Endorsement: Licensee shall submit the insurance
certificates, including the deductible or self-retention amount, and an additional insured
endorsement naming Organization, its officers, employees, agents, and volunteers as
additional insured as respects each of the following: liability arising out of activities
performed by or on behalf of Licensee, including the insured's general supervision of
Licensee; products and completed operations of Licensee; or premises owned, occupied
or used by Licensee. The coverage shall contain no special limitations on the scope of
protection afforded Organization, its officers, employees, agents, or volunteers.
g) Notice of Cancellation/Termination of Insurance: The above policy/policies shall not
terminate, nor shall they be canceled, nor the coverages reduced, until after thirty (30)
days' written notice is given to Organization, except that ten (10) days' notice shall be
given if there is a cancellation due to failure to pay a premium.
5. OTHER ACTIVITIES.
• During the Term,the Contractor may fulfill other professional obligations approved by the
Organization, and this approval shall not to be unreasonably withheld.
6. RETURN OF PROPERTY.
Within ten (10) days of the expiration or earlier termination of this Agreement, the
Contractor shall return to the Organization any assets or other properties of the Organization.
7. REPRESENTATIONS AND WARRANTIES.
(a) From Contractor.The Contractor represents and warrants to the Organization that:
i. It shall perform its obligations using personnel of required skill, experience,
and qualifications; and in a professional manner in accordance with best industry standards
and shall devote adequate resources to meet its obligations under this Agreement.
ii. It is currently a business in good standing and in compliance with, and shall
perform its obligations in compliance with,all applicable Laws.
iii. The Organization will receive the work product from resulting from this
Agreement free and clear of all encumbrances and liens of any kind.
iv. Its activities related to fulfilling the obligations of this Agreement will be in
conformity in all respects with all requirements or specifications stated in this Agreement and
any other .specifications and reasonable requirements provided by the Organization to the
Contractor.
(b) From Organization.The Organization represents and warrants to the Contractor that:
i. It is currently a business in good standing and in compliance with, and shall
perform its obligations in compliance with,all applicable Laws.
ii. It has the authority to enter and fulfill this Agreement and additional
agreements that comprise the Documentation.
Services Agreement 5
8. INDEMNIFICATION.
(a) Of Organization by Contractor. At all times after the Effective Date of this Agreement,
the Contractor shall indemnify the Organization and its principals, directors and employees
(collectively, the "Organization Indemnitees") from all damages, liabilities, expenses, claims,
or judgments (including interest, penalties, reasonable attorneys' fees, accounting fees, and
expert witness fees) (collectively, the "Claims") that any Organization Indemnitee may incur
and that arise from:
(i) the Contractor's gross negligence or willful misconduct arising from the
Contractor's carrying out of his obligations under this Agreement; or
(ii) the Contractor's material breach of any of its obligations or representations under
this Agreement;or
(iii) the Contractor's breach of compliance with all applicable laws related to work as a
contractor. If a regulatory body or court of competent jurisdiction finds that the Contractor is
not in compliance with applicable laws related to work as an contractor, based on the
Contractor's own actions, the Contractor will assume full responsibility and liability for all
taxes, assessments, and penalties imposed against the Contractor or the Organization resulting
from that contrary interpretation,including taxes, assessments,and penalties.
(d) Of Contractor by Organization. At all times after the Effective Date of this
Agreement, the Organization shall indemnify the Contractor (the "Contractor Indemnitee")
from all Claims that the Contractor Indemnitee may incur arising from:
(i) the Organization's operation of its business; or
(ii) the Organization's breach or alleged breach of, or its failure or alleged failure to
perform under,any agreement to which it is a party; or
9. FORCE MAJEURE.
A Party will be not be considered in breach or in default because of, and will not be liable
to the other Party for, any delay or failure to perform its obligations under this Agreement by
reason of fire,earthquake,flood,explosion, strike, riot,war,terrorism,or similar event beyond
that party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure
Event occurs,the affected Party shall,as soon as practicable:
(a) notify the other Party of the Force Majeure Event and its impact on performance under
this Agreement; and
(b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and
perform its obligations under this Agreement.
10. GOVERNING LAW.
(a) Choice of Law. The laws of the state of California govern this Agreement (without
giving effect to its conflicts of law principles).
(b) Choice of Forum. Both Parties consent to the personal jurisdiction of the state and
federal courts in Orange County,California.
11. AMENDMENTS.
Services Agreement 6
No amendment to this Agreement will be effective unless it is in writing and fully
executed by the Parties or authorized representatives.
12. ASSIGNMENT AND DELEGATION.
(a) No Assignment. Neither Party may assign any of its rights under this Agreement,
except with the prior written consent of the other Party, which consent shall not be
unreasonably withheld.
(b) No Delegation. Neither Party may delegate any performance under this Agreement,
except with the prior written consent of the other Party, which consent shall not be
unreasonably Withheld.
(c) Enforceability of an Assignment or Delegation. If a purported assignment or
purported delegation is made in violation of this section 12,it is void.
13. COUNTERPARTS;ELECTRONIC SIGNATURES.
a. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which is an original but all of which constitute one and the same
instrument.
b. Electronic Signatures. This Agreement and any other agreements included in
the Documentation are signed when a Party's signature is delivered by facsimile, email, or
other electronic medium. These signatures must be treated in all respects as having the same
force and effect as original signatures.
14. SEVERABILITY.
If any one or more of the provisions contained in this Agreement is, for any reason,
held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or
unenforceability will not affect any other provisions of this Agreement, but this Agreement
will be construed as if those invalid, illegal, or unenforceable provisions had never been
contained in it, unless the deletion of those provisions would result in such a material change
so as to cause completion of the transactions contemplated by this agreement to be
unreasonable.
15. NOTICES.
(a) Writing; Permitted Delivery Methods. Each Party giving or making any notice,
request, demand, or other communication required or permitted by this agreement shall give
that notice in writing and use one of the following types of delivery,each of which is a writing
for purposes of this agreement: personal delivery, mail (registered or certified mail, postage
prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid),
facsimile,or email.
(b) Addresses. A party shall address notices under this Section 15 to a Party at the
following addresses:
Services Agreement 7
If to the Organization:
Evan Marks
EcoCenter, Inc.
32701 Alipaz St.
San Juan Capistrano,CA 92675
evan@theecologycenter.org
If to the Contractor:
George Kibby
32701 Alipaz St.
San Juan Capistrano,CA 92675
organ icgrowerman@sbcglobal.net
(c) Effectiveness. A notice is effective only if the Party giving notice complies with
subsections(a) and (b) and if the recipient receives the notice.
16. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement will be effective unless it is in writing and signed
by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure,
right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy,
whether or not similar, and no waiver will constitute a continuing waiver, unless the writing
so specifies.
17. ENTIRE AGREEMENT.
This Agreement constitutes the final agreement of the Parties. It is the complete and
exclusive expression of the Parties' agreement about the subject matter of this Agreement. All
prior and contemporaneous communications, negotiations, and agreements between the
Parties relating to the subject matter of this Agreement are expressly merged into and
superseded by this Agreement. The provisions of this Agreement may not be explained,
supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither
party was induced to enter this Agreement by, and neither Party is relying on, any statement,
representation, warranty, or agreement of the other Party except those set forth expressly in
this Agreement. Except as set forth expressly in this Agreement, there are no conditions
precedent to this Agreement's effectiveness.
17. HEADINGS.
The descriptive headings of the sections and subsections of this Agreement are for
convenience only,and do not affect this Agreement's construction or interpretation.
Services Agreement 8
18. EFFECTIVENESS.
This Agreement will become effective when all Parties have signed it, notwithstanding the
Commencement Date. The date this Agreement is signed by the last Party to sign it (as
indicated by the date associated with that Party's signature) will be deemed the "Effective
Date"of this Agreement.
19. NECESSARY ACTS;FURTHER ASSURANCES.
Each Party shall use all reasonable efforts to take, or cause to be taken, all actions necessary
or desirable to consummate and make effective the transactions this agreement contemplates
or to evidence or carry out the intent and purposes of this Agreement.
[SIGNATURE PAGE FOLLOWS]
Services Agreement 9
Each Party is signing this Agreement on the date stated opposite that Party's signature.
EcoCenter Inc. dba The Ecology Center
72_ I B Date: '7( :
Y
Name: Evan Marks
Title: Executive Director
South Coast Farms, Inc.
Date: /2ÔJ �' j �f `'� Name: Geibb
Title: 7t? c/� (
Services Agreement 10
EXHIBIT A
SERVICES
Within the purview of farm management and advisory services (together, the
"Services"), the Contractor shall perform and provide the following. The nature of the
engagement governed by this Agreement is work-for-hire and contemplates that, each
sixty (60) days (each, a "Period"), the direction and budgets shall be provided by the
Organization to the Contractor, in the form of a master "Development Plan", from
which the Contractor shall create detailed operational plans including, but not limited
to,resourcing,budgets,procurement,etc.
DUTIES.
1. Crop Management:
a. Planning, budgeting and managing the preparation, planting care of, and
harvesting of crops at the Properties;
b. Identifying,securing and managing the appropriate labor,equipment
and material necessary to achieve the Development Plan;
c. Day-to-day onsite management of all resources, include Contractor
resources as well as those the Organization may provide,from time to
time,in conjunction with the Development Plan;
d. The crops under management are to be delivered washed and boxed and
placed into storage, on site, as specified by the Organization;
e. Reporting and reconciliation of actualized,activities, spending and other
resourcing used, on a monthly basis and compared to the Development
Plan for variances.
2. Farm Plan Advisory: George Kibby shall provide additional advisory services to
assist the Organization's staff in their long-term design and planning of the
Properties. This will include:
a. Implementation and propagation of fruit forests;
b. Procurement of trees,seeds;
c. Soil fertility towards long-term visionary needs;
d. Irrigation planning,implementation;
e. Consultation, implementation of pathways for public and access roads;
f. General consultation and reorientation of farming operations / facility
towards longer term master plan;
g. Consultation and implementation of long term planting plan.
COMPENSATION.
The Organization shall pay the Contractor the following in monthly installments:
a) $102,000 total, annualized,for the personal services of the Contractor's
principal,George Kibby;
Consulting Services Agreement Al
EXHIBIT A
b) For each Period,the amount reviewed by the Parties and approved by the
Organization sufficient to cover all forecast net labor costs plus a ten (10)
percent markup on these labor expenses;
c) Projected incidentals*related to the Services,for the upcoming Period;
*These expenses will be actualized for each Period and adjustments (credit or additional
charges)will be reconciled in subsequent Periods.
•
[SIGNATURE PAGE FOLLOWS}
Consulting Services Agreement A2
EXHIBIT A
Each Party is signing this Exhibit A on the date stated opposite that Party's
signature.
EcoCenter inc. dba The Ecology Center
Date: fz7(\g By:
Name: Evan Marks
Title: Executive Director
South Coast Farms, Inc.
Date: q(zeIY
By: .Z ( 4/114/Name: George Kib
Title: pies'ipet' I
Consulting Services Agreement A3
EXHIBIT A
A4
Consulting Services Agreement
EQUIPMENT PURCHASE AGREEMENT ( Exhibit B )
This Agreement is entered into by and between South Coast Farms, Inc, hereinafter"Seller" and
EcoCenter Inc, hereinafter "Buyer"for the purposes herein stated.
For Fifty Six Thousand Eight Hundred and Fifty Dollars ($56,850) and other valuable
considerations, the receipt and sufficiency of which is hereby acknowledged, the undersigned
do hereby covenant, contract and agree as follows:
1. AGREEMENT: Seller hereby sells, conveys and transfers to Buyer all rights, title and
interest in and unto the machinery, equipment and other personal property, hereinafter referred
to collectively as equipment, described in the attached as Schedule A.
2. PURCHASE PAYMENTS: Buyer agrees to pay unto Seller the sum of$56,850
$25,000 as an initial installment payment under this agreement and thereafter;
$25,000 per month beginning November 15th, 2018 and continuing with a like payment due on the 15th
day of each and every month thereafter until the 31st day of December, 2018, when the last payment
under this agreement shall become due and payable. Payments shall be payable to Seller at his offices or
at any other place Seller may direct. Payments shall not be considered paid until received by Seller.
3. TITLE TO EQUIPMENT: Seller represents that he owns the equipment, furniture, fixtures,
improvements, and personal property set forth on Schedule A. The Seller has good title to all of
such assets and none of the assets of the Seller are subject to any mortgage, pledge, lien,
conditional sales agreement, security interest, encumbrance, or other charge except as
specifically reflected in the Schedule A.
4. MAINTENANCE AND REPAIR: All maintenance and repair costs to the equipment shall be
paid by Buyer and Seller is hereby relieved from any responsibility to maintain or repair said
equipment.
5. INSURANCE AND RISK OF LOSS: Buyer shall acquire and maintain insurance on the
equipment described herein in the amount of at least $56,850 dollars with Seller as Loss Payee
until the final payment under this agreement is made by Buyer and received by Seller.
6. DAMAGE TO EQUIPMENT; DESTROYED OR STOLEN EQUIPMENT: Notwithstanding any
loss, theft, destruction or damage of any item of agreement equipment or property, the
payments as contained herein shall continue to be paid by Buyer.
7. TAXES AND LICENSES: All taxes, license fees and other expenses associated with the
agreement equipment shall be paid by Buyer.
8. INDEMNIFICATION OF SELLER: Buyer shall indemnify, protect and hold harmless the
Seller, its agents, servants, successors and assigns from and against all losses, damages,
injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising
out of the use, condition or operation of any item of the equipment, regardless of where, how
and by whom operated. Buyer shall assume the settling of, and the defense of any suits or
other legal proceedings brought to enforce all such losses, damages, injuries, claims, demands
and expenses and shall pay all judgments entered in the suit for other legal proceedings. The
indemnification and assumptions of liability and obligation herein provided shall continue in full
force and effect notwithstanding the termination of this agreement, whether by expiration of
time, by operation of law or otherwise.
9. ASSIGNMENT BY SELLER TO BANK: Seller shall be entitled to assign the payments due
under this agreement, or any portion thereof, to any bank or other financial institution as
security. In that event, Seller shall provide Buyer with appropriate re-agreements and other
assurances as may be required under Article 12 herein.
10. CONDITION OF EQUIPMENT: Seller represents that all equipment is in good repair and in
working order, except for ordinary wear and tear, free from defect, and in a condition for
continued use.
11. DEFAULT BY BUYER: Time is of the essence under this agreement and any of the
following events shall constitute defaults on the part of Buyer hereunder:
(a) failure of Buyer to pay any payment within fifteen (15) days in which same becomes due;
(b) any breach or failure of Buyer to perform any of its obligations under this agreement;
•
(c) insolvency of bankruptcy of Buyer or assignment for the benefit of creditors;
(d) any other act of Buyer which will causes Seller to deem itself insecure.
Upon the occurrence of any default Seller may exercise this option without notice to or demand on the
Buyer and thereupon all equipment and rights of Buyer therein shall be surrendered unto Seller; upon
default, Seller may take possession of the equipment where found with or without process of law in court,
may enter upon the agreed premises without liability for suit, action, or other proceedings by Buyer and
remove same; hold, sell, agreement or otherwise dispose of the equipment or keeping of any of them as
Seller so chooses without effecting the obligation of Buyers as providing by this agreement; collect all
unpaid payments due without prejudice to Seller's right to regain possession of the equipment.
12. Upon receiving the final payment from Buyer under this agreement, Seller shall execute
such further assurances as may be reasonably required by Buyer to insure that the equipment is
free from all liens and encumbrances.
13. GOVERNING LAW: This agreement shall be governed by the laws of the State of
California.
WITNESS our signatures this the day of q-i. , 20 t 8 .
SELLER: ELVU
-9. T hy75 6edife- edeti, �'✓arsi��-�i�
ri,Za
•
BUYER: t
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Schedule A
Orange Trees, 24 @$100 $2,400
Cooler Big $15,000
Cooler Small $4,000
Walk-in Freezer $5,000
Veggie Fridge, Store Assets $5,000
2 @ 20ft Container $5,000
Irrigation Hose $2,000
Irrigation Gate Valves $500
Irrigation Hydrants $1,200
4" PVC Mainline 1500 ft $6,000
2005 Ford E-250 $2,000
2001 Ford CNG E 350 $4,000
2001 Ford Ranger $2,000
Electric Pallet Jack + Charger $2,500
Manual Pallet Jack $250
Total $56,850
EQUIPMENT LEASE ( Exhibit C )
This Agreement is entered into by and between South Coast Farms, Inc, hereinafter "Lessor"
and EcoCenter. Inc hereinafter "Lessee" for the purposes herein stated, on this day
Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor, certain tangible
personal property.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth, the parties hereto agree as follows:
1 . Lease.
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the following
described equipment (the "Equipment"): See Schedule A .
2. Term.
The term of this Lease shall commence on October 1st 2018 and shall expire 24 months
thereafter, and shall remain in force as long as the terms of the Services Agreement
between the two parties remains current and in good standing.
3. Shipping.
Lessee shall be responsible for shipping the Equipment to Lessee's premises.
4. Rent.
A. The monthly rent for the Equipment shall be paid in advance in installments of $2,622
each month, beginning on October 1st 2018 and on the first day of each succeeding
month throughout the term hereof, at 32701 Alipaz St. San Juan Capistrano, CA 92675,
or at such other place as Lessor may designate from time to time. Any installment
payment not made by the fifteenth (15th) day of the month shall be considered overdue
and in addition to Lessor's other remedies, Lessor may levy a late payment charge equal
to one percent (1%) per month on any overdue amount. Rent for any partial month shall
be prorated.
B. Both parties recognize that Lessee reserves the right to remove certain significant items
from the rent of the Leased Equipment after the first 12 months of the Agreement, if
Lessee determines that a certain item is no longer necessary for continuing operations.
Lessee must provide 60 days written notice, at which point both parties must agree in
writing upon a new total rent amount.
5. Use.
A. Lessee shall use the Equipment in a careful and proper manner and shall comply with
and conform to all national, state, municipal, police and other laws, ordinances and
regulations in any way relating to the possession, use or maintenance of the Equipment.
B. All users of the Equipment shall undergo training programs, approved by Lessor, and
follow protocols for the maintenance and care of the Equipment. Only those that have
successfully completed training programs shall have access to the Equipment.
6. Representations and Warranties.
Lessor warrants to the lessee that:
• That he owns the equipment, furniture, fixtures, improvements, and personal
property set forth on Schedule A. The Lessor has good title to all of such assets
and none of the assets of the Lessor are subject to any mortgage, pledge, lien,
conditional sales agreement, security interest, encumbrance, or other charge
except as specifically reflected in the Schedule A.
• All equipment to be leased is in good working condition, free from defect, and in a
condition for continued use.
7. Repairs.
Lessee, at its own cost and expense, shall keep the Equipment in good repair, condition
and working order and shall furnish any and all parts, mechanisms and devices required
to keep the Equipment in good mechanical working order.
8. Loss and Damage.
A. Lessee hereby assumes and shall bear the entire risk of loss and damage to the
Equipment from any and every cause whatsoever. No loss or damage to the Equipment
or any part thereof shall impair any obligation of Lessee under this Lease which shall
continue in full force and effect through the term of the Lease.
B. In the event of loss or damage of any kind whatever to the Equipment, Lessee shall,
at Lessor's option:
(i) Place the same in good repair, condition and working order; or
(ii) Replace the same with like equipment in good repair, condition and working order; or
(iii) Pay to Lessor the replacement cost of the Equipment.
9. Surrender.
Upon the expiration or earlier termination of this Lease, Lessee shall return the
Equipment to Lessor in good repair, condition and working order, ordinary wear and tear
resulting from proper use thereof alone excepted, by delivering the Equipment at
Lessee's cost and expense to such place as Lessor shall specify within the city or county
in which the same was delivered to Lessee.
10. Insurance.
Lessee shall procure and continuously maintain and pay for:
A. All risk insurance against loss of and damage to the Equipment for not less than the
full replacement value of the Equipment, naming Lessor as loss payee, and;
B. Combined public liability and property damage insurance with limits as approved by
Lessor, naming Lessor as additionally named insured and a loss payee.
The insurance shall be in such form and with such company or companies as shall be
reasonably acceptable to Lessor, shall provide at least thirty (30) days advance written
notice to Lessor of any cancellation, change or modification, and shall provide primary
coverage for the protection of Lessee and Lessor without regard to any other coverage
carried by Lessee or Lessor protecting against similar risks. Lessee shall provide Lessor
with an original policy or certificate evidencing such insurance. Lessee hereby appoints
Lessor as Lessee's attorney in fact with power and authority to do all things, including,
but not limited to, making claims, receiving payments and endorsing documents, checks
or drafts necessary or advisable to secure payments due under any policy of insurance
required under this Agreement.
11. Taxes.
Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances.
Lessee, or Lessor at Lessee's expense, shall report, pay and discharge when due all
license and registration fees, assessments, sales, use and property taxes, gross
receipts, taxes arising out of receipts from use or operation of the Equipment, and other
taxes, fees and governmental charges similar or dissimilar to the foregoing, together with
any penalties or interest thereon, imposed by any state, federal or local government or
any agency, or department thereof, upon the Equipment or the purchase, use, operation
or leasing of the Equipment or otherwise in any manner with respect thereto and
whether or not the same shall be assessed against or in the name of Lessor or Lessee.
However, Lessee shall not be required to pay or discharge any such tax or assessment
so long as it shall, in good faith and by appropriate legal proceedings, contest the validity
thereof in any reasonable manner which will not affect or endanger the title and interest
of Lessor to the Equipment; provided, Lessee shall reimburse Lessor for any damages
or expenses resulting from such failure to pay or discharge.
12. Lessor's Payment.
In case of failure of Lessee to procure or maintain said insurance or to pay fees,
assessments, charges and taxes, all as specified in this Lease, Lessor shall have the
right, but shall not be obligated, to effect such insurance, or pay said fees, assignments,
charges and taxes, as the case may be. In that event, the cost thereof shall be
repayable to Lessor with the next installment of rent, and failure to repay the same shall
carry with it the same consequences, including interest at ten percent (10%) per annum,
as failure to pay any installment of rent.
13. Indemnity.
Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all
claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including
reasonable attorney's fees and costs, arising out of, connected with, or resulting from
Lessee's use of the Equipment, including without limitation the manufacture, selection,
delivery, possession, use, operation, or return of the Equipment.
14. Default.
If Lessee fails to pay any rent or other amount herein provided within ten (10) days after
the same is due and payable, or if Lessee fails to observe, keep or perform any other
provision of this Lease required to be observed, kept or performed by Lessee, Lessor
shall have the right to exercise any one or more of the following remedies:
A. To declare the entire amount of rent hereunder immediately due and payable without
notice or demand to Lessee.
B. To sue for and recover all rents, and other payments, then accrued or thereafter
accruing.
C. To take possession of the Equipment, without demand or notice, wherever same may
be located, without any court order or other process of law. Lessee hereby waives any
and all damages occasioned by such taking of possession.
D. To terminate this Lease.
E.To pursue any other remedy at law or in equity.
Notwithstanding any repossession or any other action which Lessor may take, Lessee
shall be and remain liable for the full performance of all obligations on the part of the
Lessee to be performed under this Lease. All of Lessor's remedies are cumulative, and
may be exercised concurrently or separately.
15. Bankruptcy.
Neither this Lease nor any interest therein is assignable or transferable by operation of
law. If any proceeding under the Bankruptcy Act, as amended, is commenced by or
against the Lessee, or if the Lessee is adjudged insolvent, or if Lessee makes any
assignment for the benefit of his creditors, or if a writ of attachment or execution is levied
on the Equipment and is not released or satisfied within ten (10) days thereafter, or if a
receiver is appointed in any proceeding or action to which the Lessee is a party with
authority to take possession or control of the Equipment, Lessor shall have and may
exercise any one or more of the remedies set forth in Section 14 hereof; and this Lease
shall, at the option of the Lessor, without notice, immediately terminate and shall not be
treated as an asset of Lessee after the exercise of said option.
16. Ownership.
The Equipment is, and shall at all times be and remain, the sole and exclusive property
of Lessor; and the Lessee shall have no right, title or interest therein or thereto except as
expressly set forth in this Lease.
17. Additional Documents.
If Lessor shall so request, Lessee shall execute and deliver to Lessor such documents
as Lessor shall deem necessary or desirable for purposes of recording or filing to protect
the interest of Lessor in the Equipment including, but not limited to a UCC financing
statement.
18. Entire Agreement.
This instrument constitutes the entire agreement between the parties on the subject
matter hereof and it shall not be amended, altered or changed except by a further writing
signed by the parties hereto.
19. Notices.
Service of all notices under this Agreement shall be sufficient if given personally or
mailed certified, return receipt requested, postage prepaid, at the address hereinafter set
forth, or to such address as such party may provide in writing from time to time.
If to Lessor:
SOUTH COAST FARMS, INC.
George Kibby
32701 Alipaz St.
San Juan Capistrano, California 92675
organicgrowerman@sbcglobal.net
If to Lessee:
ECOCENTER, INC.
Evan Marks
32701 Alipaz St.
San Juan Capistrano, , California 92675
Evan@theecologycenter.org
20. Assignment.
Lessee shall not assign this Lease or its interest in the Equipment without the prior
written consent of Lessor.
21. Governing Law.
This Lease shall be construed and enforced according to laws of the State of California.
22. Headings.
Headings used in this Lease are provided for convenience only and shall not be used to
construe meaning or intent.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year
first above written.
SOUTH COAST FARMS, INC.
Date: `? /Z c i/(
By: 30071.1 Cf& ✓
Name: George Kibby , 1
Title:Owner �• �� _
iff;„,,,,
ECOCENTER, INC.
Date: ‘Y2-'7l t
By:
Name: Evan Marks
Title: Executive Director
SCHEDULE A
Leased Equipment SCF Proposed Value
John Deere-6140D $65,000
John Deer-7405 $30,000
John Deer- 2440 $6,000
John Deer-5525 $30,000
Gearmore land plane- HC12 $3,000
Gearmore rear blade-GB85H $1,500
Gearmore 4ft roto- E sereies $1,500
Gearmore 6ft roto-HC230 $2,500
Gearmore mower- L-60-HD-YN $1,500
Gearmore Dal Cero- SCU comost spreader $2,500
Rain-flo- 1800 Plastic Cutter $1,500
Rain-flo- 1600 Drip Layer $1,000
Rain-flo- 2550 mulch layer $4,500
Rain-flo- 2600 mulchlayer $5,000
Compost Tea Maker(Tank, Heater,Aerator) $1,000
200 gallon sprayer $6,000
Moldboard plow $1,000
Drip tape layer $1,000
12ft disc $5,000
. _
12ft ring roller $500
Pipes: 288-3 in. $17,280
Pipes: 99-2 in. $4,950
Total $192,230
Yearly total tease ( proposed ) $31,460
Monthly Rent $2,622