Loading...
1998-0602_SOUTH COAST FARMS_License Agreement (2)0 i LICENSE AGREEMENT This License Agreement is made thiw?'44,day of June, 1998 (the "Agreement") by and between the City of San Juan Capistrano, a public body, corporate and politic, and the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic (known jointly hereinafter as the "Licensor"), and South Coast Farms (hereinafter "Licensee"). RECITALS: WHEREAS, Licensor is the owner of a 28.225 acre farm in the City of San Juan Capistrano, California, which property was acquired to be maintained as open -space within the City; and WHEREAS, Licensor desires to conduct farming operations on the property; and WHEREAS, Licensee has farming expertise and experience and desires to manage the maintenance and operations of all agricultural activities on the property; NOW, THEREFORE, Licensor and Licensee do hereby mutually agree as follows: Section 1. Grant of License/Term. Licensor hereby grants to Licensee a license to manage the maintenance and operations of all agricultural activities conducted on certain property located in the City of San Juan Capistrano, California, as depicted on the site plan attached hereto as Exhibit "A", and incorporated herein by reference (the "Property"). Licensee shall provide the expertise, supervision and management of the agricultural operations of the Property, and shall own all crops produced on the Property. In exchange for use of this Property, Licensee shall compensate Licensor by way of an annual license payment of $44,000 to be paid in quarterly amounts. The parties hereto agree that this Agreement is intended to be an operational agreement for use of the Property and does not represent a loan to Licensee. Title to the Property is not, therefore, and will not be, transferred to Licensee by operation of this Agreement. The term of this license shall be effective from the date of execution through June 30, 1999. The Agreement may be terminated by any party at any time during its term, provided that five (5) calendar days' advance written notice is given to the other parties. In the event that such notice is given during the term of this Agreement by Licensor, Licensee shall be allowed reasonable accommodation to harvest any crop in the field, subject to the conditions of this Agreement. Section 2. Compensation. Licensor shall receive the following compensation from Licensee: Payment to Licensor shall be made in quarterly increments of Eleven Thousand Dollars ($11,000.00), payable within thirty (30) days of the close of each quarter. c:\wpwinWwpda V\soco 08 -1- 05/13/98 SectiQn 3. Nature of Use Permitted Under the Agreement (a) Operation of Farm. Licensee shall be responsible for the supervision and management of every aspect of running a farming operation on the Property in a businesslike manner. Such supervision and management shall include, but not be limited to: (i) the employment, supervision and direction of all employees engaged in the fanning operation; (ii) providing for the maintenance of all equipment and supervising its use in a safe and prudent manner; (iii) soil preparation, planting, fertilizing, irrigating, pesticide and herbicide applications, and the harvesting of all crops; (iv) the marketing and sale of crops; (v) maintenance of records and accounting for all revenues and expenditures, including employee payroll and related records; (vi) the purchasing of all seeds, plants, fertilizers, herbicides, pesticides, and other materials and supplies, such as boxes and packaging materials, required for marketing and sale of the crops; (vii) management and maintenance of all on-site improvements, including temporary housing, for Licensee's employees. Licensee warrants that all services will be performed in a competent and satisfactory manner, consistent with the standards of the industry and in accordance with applicable Federal, State and local regulations. (b) Maintenance of Property and Equipment. Licensee agrees to accept the Property and equipment in present condition on the date of execution of this Agreement. Specified buildings and farm equipment shall be provided to Licensee by Licensor, for Licensee's use in farming operations. Licensee shall maintain, at Licensee's expense, the Property, including all structures except the historical farmhouse residence (Congdon House)* and all equipment owned and furnished by Licensor that is used in farming operations, in a reasonable state of repair and working order. All other equipment to be used in farming operations shall be furnished by Licensee at Licensee's expense. Equipment owned and furnished by Licensor shall not be removed from the Property without the consent of Licensor, except for temporary repairs, after which it shall be immediately returned. An inventory of all equipment owned by Licensor shall be provided to Licensee. Licensee and the authorized representatives of Licensor shall inspect all equipment within sixty (60) days of execution of this Agreement and mutually agree upon the condition of the equipment. *Use, maintenance and control of the Congdon House is expressly excluded from this Agreement. All use, maintenance and control of the Congdon House will be the responsibility of the c:\wpwin60\wpl \fa \soco .98 -2- 05/13/98 Licensor and is subject to change at the discretion of Licensor. This Agreement shall include reservation of a right to parking in that area defined as the width of the Congdon Residence (35'), from the east wall of the structure to the eastern most boundary parallel to Alipaz Street, as well as a right to access from the existing drive entrance on Alipaz Street to the south of the Congdon House. Such right of use shall not exclude access by the Licensee. (c) Marketing and Sale of Crops. Licensee shall be responsible for the marketing and sale of crops produced on the Property. Licensor and Licensee agree that crops will be sold retail at the cash stand located on the Property and to commercial produce wholesalers and distributors. Licensee shall provide a schedule to Licensor of proposed days and hours of operation of the on-site retail location. (d) Water and Utilities. Licensee agrees to pay all costs for public utilities installed or used during the term of the Agreement for farming operation purposes. Licensee agrees to use water provided by the local agencies in the farm operation, and to pay for water usage, including the charges for new hookups, maintenance and repairs related to the fanning operation. Licensee agrees to work cooperatively with Licensor to coordinate watering schedules between the Property and the City Sports Park. Water costs for the City Sports Park will be the responsibility of Licensor. (e) Condition of Property. Licensee accepts the Property in its present condition upon execution of this Agreement. Licensor makes no warranty of the suitability of the Property for growing crops. Licensee agrees, at Licensee's expense, to use reasonable care to control all weeds, noxious or otherwise, growing on the Property, including those growing in drainage ditches. Licensee shall furnish all labor and materials required to eliminate and otherwise reasonably control all rodents, insects and other pests on the property. Licensee agrees to farm the property in a manner reasonably calculated to protect the soil and maintain the fertility through the use of fertilizers and chemicals in accordance with good farming practices as generally followed and recognized in Orange County, California. Licensee agrees, at Licensee's expense, to keep fences, ditches and borders of the Property in good condition and repair at all times, reasonable wear and tear excepted. The duly authorized representative of Licensor may enter upon the Property and all buildings thereon, or any portion thereof, at a reasonable time for the purposes of inspection. (f) Residential Use of Property. Licensee agrees that no persons or employees will be allowed to reside upon the Property except for the use of existing temporary farm labor residences during irrigation periods only. Licensee shall obtain all necessary licenses, permits and approvals, and shall abide by all state, local and national laws for such temporary residential use. Section 4. Insurance and Indemnity. (a) Insurance. Licensee shall maintain comprehensive general liability, property damage, and fire insurance with a reputable insurance company in amounts of not less than $1,000,000.00 combined single limit, or other format acceptable to the Office of the City Attorney. 6wpwin60lwpdo \ra=\socaW.98 -3- 05113/98 0 9 (b) Indemnity. Licensee shall defend, indemnify and hold harmless Licensor, and Licensoe's respective officers, employees and agents from and against any and all actions, claims, demands, losses, costs, expenses, including legal costs and attorneys fees, for death or injury to persons or damage to the Property, or for the pollution thereof and cleanup costs, arising out of or related to Licensee's performance under this Agreement, except to the extent of such loss as may be caused by Licensor's own negligence, including that of their respective officers and employees. Licensor shall not be held accountable for any preexisting soil contamination including those identified in the report dated January 28, 1990, prepared by Chem Risk, and the report dated December 18, 1990, prepared by South Coast Geological Services, Inc. Section 5. No Assignments. Licensee may not assign its rights under this Agreement to any third party. Section 6. Notices. Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been duly given and received if and when personally served, or forty-eight (48) hours after being deposited in the United States mail, first class, postage prepaid, addressed to the intended party at: Licensor: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano CA 92675 Attention: Cindy Pendleton Licensee: George Kibby South Coast Farms 2268 E. Sandalwood Place Anaheim, CA 92806 San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: Cindy Pendleton Dan Manassero South Coast Farms 2268 E. Sandalwood Place Anaheim, CA 92806 Section 7. Attomeys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attomey's fees and costs of suit. Section 8. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. cAwpwinMwpdoc \f\soco .98 -4- 03/13/98 IN WITNESS WHEREOF, the Licensor and Licensee have caused this Agreement to be executed on the date and year first written above. A ST: Cheryl Johnso Cit)(,Clerk APPROVED AS TO FORM: John R. Shaw, City Attorney N EST: Cheryl John , AijWncy Secretary APPROVED AS TO RM: John R. Shal Agency Counsel CITY OF SAN JUAN CAPISTRANO, a public body corpo an politic B / JG LJcSnes, Mayor SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic By: tkLd-t1- 144.A6.1 Wyatt H t, Chairman SOUTH COAST FARMS ciwpwinWwpdaTU \vocoest.98 -5- 05/13/98 LICENSE AGREEMENT LEGEND A. Agricultural Preserve Al Farmers Market/Produce Storage A2 Roadside Produce Stand w/Parking A3 Internal Farm Roads A4 Equipment/Machinery Storage A5 Farm Labor Residence A6 Agriculture to Remain B. Historical Preservation B1 Joel Congdon Residence B2 Historical Farm Equipment Display Area A A6 A3 CAMINO DEL AVION Exhibit A A ORA CERTIFICAW OF LIABILITY DATE INSU NC OUTHY3 06/16/98 PRODUCER ISU Willingham Ins. Svcs. Inc. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License #OC13465 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2469 Pomona Rincon Road #101 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Corona CA 91720 COMPANIES AFFORDING COVERAGE COMPANY Dale Willingham PHone No. 909-278-1388 Fa.No.909-278-0664 A CalFarm Insurance Company INSURED COMPANY B CalComp Insurance Company South Coast Farms Inc. COMPANY George Kibby & Dan Manassero C 2268 Sandlewood Anaheim CA 92806 COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBEO HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMM/DD/YY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE $1000000 PRODUCTS-COMP/OPAGG $ A X COMMERCIAL GENERAL LIABILITY GL 4031063 06/25/98 06/25/99 CLAIMS MADE ❑X OCCUR PERSONAL B ADV INJURY $1000000 EACH OCCURRENCE 51000000 OWNER'S& CONTRACTOR'S PROT FIRE DAMAGE (Any one fire) $50000 MED EXP (Any one Person) $ 1000 A AUTOMOBILE LIABILITY ANY AUTO BA 4029384 06/25/98 06/25/99 COMBINED SINGLE LIMIT %500,000 BODILY INJURY $ (Per person) X ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY $ IPe, eccId0nk) HIRED AUTOS NON-OWNED AUTOS k PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT $ AGGREGATE S EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ UMBRELLA FORM $ OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABILITY TORY LIMITS OER EL EACH ACCIDENT $ 1,009, 000 B THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE: X EXCL G982171939 02/01/98 02/01/99 ELDISEASE-POLICYLIMIT $1,000,000 EL DISEASE -EA EMPLOYEE $1,000,000 OTHER A Farmowners Liab. PFO 4029383 06/25/98 06/25/99 Occurence 1,000,000 Products 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS The General Liability & Farmowners Liability is primary/non-contributory - see attachment for additional insured wording CERTIFICATE HOLDER CANCELLATION SANJUAl SHOULD ANY OF E ABOVE DESCRIBED POLICIES BE CANCELLED EFORETHE EXPIRATION ATE TH EDF, THE I$BIIINO�COMP V WILL END OR TO MAIL City of San Juan Capistrano Community Redevelopment Agency ATTN: Nancy Barney 30 DA, S ITTE NOTICO THE CE�TFI TE HOLDERN MED TO TNEL FT, BUT FAI O'M SUC OTICE SHAL IMP SE NO OBLIG TION OR LIA ITY 32400 Paseo Adelanto OF YKIND UPON E PANV, ITS AG OR REPRES TATI AUTHO IZED REPRESE ATI San Juan Capistrano CA 92675 Dale Willing 1 - ACORD 25S (7195) "' AA�CORP ION 1988 PAGE 2 NOTEPAD. INSURED'S NAR*South Coast Farms Inc. OD SyUTH-3 DATE 06/16/98 The City & Community Redevelopment Agency, its elected or appointed officers, officials, employees and volunteers are included as additional insured with regards to damages & defense of claims arising from (A) Activities performed by or on behalf of the named insured (H) Products & Completed Operations of the named insured, or (C) Premises owned, leased or used by named insured PRODUCER ISO WILLINGHAM INS SERVICES 2469 POMONA RINCON ROAD SUITE 101 DATE ONLY AND CONFERS, NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. CORONA (909) 278-1388 CA 91720 AANY JUL o a W AtFARM INSURANCE INSURED COMPANY GEORGE KIBBY & DAN HARASSERS B STATE FUND INSURANCE DBA: SOUTH COAST FARMS COMPANY 2267 SANDLEWOOD C ANAHEIM CA 92806- COMPANY (714) 632 9848 D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE (MM/DD/YY) DATE (MM/DD/YY) A GENERALLIASILITY GENERAL AGGREGATE $1000000 CUL COMMERCIAL GENERAL UABIUTY GL NEW 06/25/97 06/25/98 PRODUCTS-COMP/OPAGG $ CLAIMS MADE a OCCUR PERSONAL K ADV INJURY $1000000 OWNER'S K CONTRACTOR'S PROT EACH OCCURRENCE $1000000 DESCRIPTION OF OPERATIONS/LOCATIONSNENICLES/SPECIAL ITEMS 'l mlE unl'41d4YL L1H13 Or PtllYC1VW1Vb1t.7 L1Hb 1J C'Iclrl/Iv�/Ir—I,v..�ntn�:. THE CITY & THE COMMUNITY REDEVELOPMENT AGENCY,ITS ELECTED OR APPOINTED OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSUREDS WITH REGARD TO DAMAGES & DEFENSE OF CLAIMS ARISING FROM (A) ACTIVITIES PERFORMED BY OR ON BEHALF OF THE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City Of San Juan Capistrano I EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Community Redevelopment Agency 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Nancy Barney BUT FAILURE T$a- AIL SUCt NOTICE S ALL IMPOSE NO OBLIGATION OR LUBNTY 32400 Paseo Ade Tanto DF—ANY IND U ON T E COMP NY, ITS AGENTS OR REPRESENTATIVES. San Juan Capistrano CA 926]5LAUT%CRIZEdREPRESENTATIVf ��_1 CGI, BFCGL FIRE DAMAGE (Any one fire) $50000 MED EXP (Any one person) $ 1000 A AUTOMOBILE LABILITY ANY AUTO ALL OWNED AUTOS X SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BA NEW 06/25/97 06/25/98 COMBINED SINGLE UMIT $ 500000 BODILY INJURY (Per person) $ BODILY INJURY Per acddeM) $ PROPERTY DAMAGE $ GARAGE LIABILITY ANY AUTO / / / / AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM / / / / EACH OCCURRENCE $ AGGREGATE $ $ B WORKERS COMPENSATION AND EMPLOYERS'LIABIL17Y THE PROPRIETOR/ INCL PARTNERS/E%ECUTIVE OFFICERS ARE: X EXCL 1466902-97 02/28/97 02/01/98 WCSTATU- [H - TORY LIMITS FR EL EACH ACCIDENT $1000000 EL DISEASE -POUCY UMIT $1000000 EL DISEASE - EA EMPLOYEE $1000000 A OTHER ICGL PFO NEW 06/25/9] 06/25/98 ADDIN 1000000 I DESCRIPTION OF OPERATIONS/LOCATIONSNENICLES/SPECIAL ITEMS 'l mlE unl'41d4YL L1H13 Or PtllYC1VW1Vb1t.7 L1Hb 1J C'Iclrl/Iv�/Ir—I,v..�ntn�:. THE CITY & THE COMMUNITY REDEVELOPMENT AGENCY,ITS ELECTED OR APPOINTED OFFICERS, OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSUREDS WITH REGARD TO DAMAGES & DEFENSE OF CLAIMS ARISING FROM (A) ACTIVITIES PERFORMED BY OR ON BEHALF OF THE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City Of San Juan Capistrano I EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Community Redevelopment Agency 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Nancy Barney BUT FAILURE T$a- AIL SUCt NOTICE S ALL IMPOSE NO OBLIGATION OR LUBNTY 32400 Paseo Ade Tanto DF—ANY IND U ON T E COMP NY, ITS AGENTS OR REPRESENTATIVES. San Juan Capistrano CA 926]5LAUT%CRIZEdREPRESENTATIVf ��_1 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949)493-1171 (949) 493-1053 (FAX) June 5, 1998 i Jw� AAO �I�A�A 1961 1776 Mr. George Kibby South Coast Farms 2268 Sandalwood Place Anaheim, California 92806 MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GIL JONES DAVID SWEROUN CITY MANAGER GEORGE SCARBOROUGH Re: Renewal of General Liability and Workers' Compensation Certificates of Insurance (License Agreement for Manaeement of Kinoshita Farms Agricultural Complexi Dear Mr. Kibby: The General Liability Certificate of Insurance, regarding the above -referenced service, is due to expire on June 25, 1998. The Workers' Compensation Certificate of Insurance expired on February 1, 1998. In accordance with your agreement, the insurance certificates need to be renewed for an additional period of one year. The agreement requires a general liability endorsement form naming the City of San Juan Capistrano as well as the San Juan Capistrano Community Redevelopment Agency as additional insureds. I have included the City approved endorsement form to submit to your insurance company; however, your insurance company may provide their own endorsement form. Please forward the Workers' Compensation Certificate now to the City, attention City Clerk's office, and the General Liability Certificate and endorsement form by June 30, 1998. If you have any questions, please contact me at (949) 443-6310. Thank you for your cooperation. Very truly yours, Dawn M. Schanderl Deputy City Clerk Enclosure cc: --Cheryl Johnson, City Clerk Silvia Cintron, Public Works DRUG USE iS AB San Juan Capistrano: Preserving the Past to Enhance the Future 32400 PASEO ADE[ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 (FAX) June 5, 1998 Mr. George Kibby South Coast Farms 2268 Sandalwood Place Anaheim, California 92806 Re: License Agreement Dear Mr. Kibby: dwr, �� II�AIA�1 uunnm 1961 1776 MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER MATT HART GILJONES DAVID M. SWERDLIN CITY MANAGER GEORGE SCARBOROUGH At their meeting of June 2, 1998, the City Council of the City of San Juan Capistrano and the Community Redevelopment Agency Board of Directors approved a License Agreement with your company to manage the Kinoshita Farms Agricultural Complex for a one-year period ending June 30, 1999. A fully -executed copy of the License Agreement is enclosed for your files. Please feel free to contact Amy Amirani, Public Works Director, at 949-443-6361 if you have any questions. Very truly yours, Cheryl Johnson City Clerk Enclosure cc: Public Works Director DRUG USE Is AB San Juan Cal istrano : Preserving the Past to Enhance the Future Q 7. 0 List of Demands dated May 21 ived and filed. in the total amount of $807 was ordered As set forth in the 118 ort dated June 2, 1998 from th Public Works Director, the Professional Services Agre ent with AKM Consulting Engidbcs for the Domestic Water Master Plan Review in the amo of $59,586 was approved and th yor was authorized to sign the agreement on behalf of City. APPROVAL OF LICENSE AGREEMENT WITH SOUTH COAST FARMS FOR As set forth in the Report dated June 2, 1998 from the Public Works Director, the License Agreement between the City of San Juan Capistrano, the San Juan Capistrano Community Redevelopment Agency and South Coast Farms for the period of July 1, 1998 through June 30, 1999 was approved in the amount of $44,000, to be paid in quarterly increments of $11,000. 6600.30) set forth in the Repo dated June 2, 1998 from the Public Nrks Director, the purchase 'ark Playground Equip t for Acu Canyon Park from the GhTetime Company in the t of $13,073.74 was app ed; and, the City Manager was au zed to enter into an e nt with the Seavey-Leisur roup in the amount of $2,922.90 fo installation of the neti playground equipment. As set forth in the R ortdated June 2, 1998 from t Public Works Director, the two -}dear contract extension wi West Coast Arborists for Ci Tree Trimming in the amount o $66,850 per year was a%ovel. ADOPTION OF REIONS RELATING TO N EMBER 3 1998 GENERAL MUNICIPAL ELL TION 630.20) As set forth in the Report dated June 1998 from the City Clerk, th\11owing Resolutions relating to the General Municipal El tion to be held on Tuesdmber 3, 1998 regarding (1) calling and giving notice o he General Municipal (2) requesting City Council Minutes -4- 6/2/98 AGENDA ITEM TO: George Scarborough, City Manager FROM: Amy Amirani, Public Works Director June 2, 1998 SUBJECT: Consideration of License Agreement With South Coast Farms for Management of the Kinoshita Farms Agricultural Complex RECOMMENDATION: By motion, approve the attached License Agreement between the City of San Juan Capistrano, the San Juan Capistrano Community Redevelopment Agency and South Coast Farms for the management of the Kinoshita Farms Agricultural Complex for the period of July 1, 1998 through June 30, 1999, and authorize the Mayor to execute the agreement. SITUATION: On June 3, 1997, the City Council selected South Coast Farms to provide farm management services for the period of July 1, 1997 through June 30, 1998 for the Kinoshita Farms Agricultural Preserve. A negotiated License Agreement between the City of San Juan Capistrano, the San Juan Capistrano Community Redevelopment Agency and South Coast Farms was approved by the City Council on June 17, 1997. South Coast Farms has been very successful in operating the farm while meeting the provisions of the agreement. Staff is in the process of circulating a Request for Proposal for the management and operation of the Congdon House and the Farm. This process will take approximately six (6) months. It is recommended that the existing License Agreement with South Coast Farms be renewed for one more year allowing staff to finalize the current Request for Proposal process. COMMISSION/BOARD REVIEW AND RECOMMENDATION: Not Applicable FINANCIAL CONSIDERATIONS: The City and Community Redevelopment Agency will be compensated in the amount of $44,000 for the use of this property during the term of the agreement. Payments will continue to be made in quarterly increments of $11,000. FOR CITY COU' 3C IL QGE[ AGENDA ITEM June 2, 1998 Page Two NOTIFICATION: George Kibby, South Coast Farms, 2268 Sandalwood Place, Anaheim, CA 92806 ALTERNATE ACTION: 1. Approve the License Agreement with South Coast Farms for the management of the Kinoshita Farms Agricultural Complex for the period of July 1, 1998 through June 30, 1999, and authorize the Mayor to execute the agreement; 2. Direct staff to make revisions to the License Agreement and negotiate those revisions with South Coast Farms; 3. Request additional information from staff. RECOMMENDATION• By motion, approve the attached License Agreement between the City of San Juan Capistrano, the San Juan Capistrano Community Redevelopment Agency and South Coast Farms for the management of the Kinoshita Farms Agricultural Complex for the period of July 1, 1998 through June 30, 1999, and authorize the Mayor to execute the agreement. Respectfully submitted, (j-�r t ( y VA I t lvv— Amy Amirani Public Works Director Attachment: Proposed License Agreement Mm v Section 3. Nature of Use Permitted Under the Agreement. (a) Operation of Farm. Licensee shall be responsible for the supervision and management of every aspect of running a farming operation on the Property in a businesslike manner. Such supervision and management shall include, but not be limited to: (i) the employment, supervision and direction of all employees engaged in the farming operation; (ii) providing for the maintenance of all equipment and supervising its use in a safe and prudent manner; (iii) soil preparation, planting, fertilizing, irrigating, pesticide and herbicide applications, and the harvesting of all crops; (iv) the marketing and sale of crops; (v) maintenance of records and accounting for all revenues and expenditures, including employee payroll and related records; (vi) the purchasing of all seeds, plants, fertilizers, herbicides, pesticides, and other materials and supplies, such as boxes and packaging materials, required for marketing and sale of the crops; (vii) management and maintenance of all on-site improvements, including temporary housing, for Licensee's employees. Licensee warrants that all services will be performed in a competent and satisfactory manner, consistent with the standards of the industry and in accordance with applicable Federal, State and local regulations. (b) Maintenance of Property and Equipment. Licensee agrees to accept the Property and equipment in present condition on the date of execution of this Agreement. Specified buildings and farm equipment shall be provided to Licensee by Licensor, for Licensee's use in farming operations. Licensee shall maintain, at Licensee's expense, the Property, including all structures except the historical farmhouse residence (Congdon House)* and all equipment owned and furnished by Licensor that is used in farming operations, in a reasonable state of repair and working order. All other equipment to be used in farming operations shall be furnished by Licensee at Licensee's expense. Equipment owned and furnished by Licensor shall not be removed from the Property without the consent of Licensor, except for temporary repairs, after which it shall be immediately returned. An inventory of all equipment owned by Licensor shall be provided to Licensee. Licensee and the authorized representatives of Licensor shall inspect all equipment within sixty (60) days of execution of this Agreement and mutually agree upon the condition of the equipment. *Use, maintenance and control of the Congdon House is expressly excluded from this Agreement. All use, maintenance and control of the Congdon House will be the responsibility of the cAwpwin60\wpdocs\fu \socoast.98 -2- 03/13/98 • Licensor and is subject to change at the discretion of Licensor. This Agreement shall include reservation of a right to parking in that area defined as the width of the Congdon Residence (35'), from the east wall of the structure to the eastern most boundary parallel to Alipaz Street, as well as a right to access from the existing drive entrance on Alipaz Street to the south of the Congdon House. Such right of use shall not exclude access by the Licensee. (c) Marketing and Sale of Crops. Licensee shall be responsible for the marketing and sale of crops produced on the Property. Licensor and Licensee agree that crops will be sold retail at the cash stand located on the Property and to commercial produce wholesalers and distributors. Licensee shall provide a schedule to Licensor of proposed days and hours of operation of the on-site retail location. (d) Water and Utilities. Licensee agrees to pay all costs for public utilities installed or used during the term of the Agreement for farming operation purposes. Licensee agrees to use water provided by the local agencies in the farm operation, and to pay for water usage, including the charges for new hookups, maintenance and repairs related to the farming operation. Licensee agrees to work cooperatively with Licensor to coordinate watering schedules between the Property and the City Sports Park. Water costs for the City Sports Park will be the responsibility of Licensor. (e) Condition of Property. Licensee accepts the Property in its present condition upon execution of this Agreement. Licensor makes no warranty of the suitability of the Property for growing crops. Licensee agrees, at Licensee's expense, to use reasonable care to control all weeds, noxious or otherwise, growing on the Property, including those growing in drainage ditches. Licensee shall furnish all labor and materials required to eliminate and otherwise reasonably control all rodents, insects and other pests on the property. Licensee agrees to farm the property in a manner reasonably calculated to protect the soil and maintain the fertility through the use of fertilizers and chemicals in accordance with good farming practices as generally followed and recognized in Orange County, California. Licensee agrees, at Licensee's expense, to keep fences, ditches and borders of the Property in good condition and repair at all times, reasonable wear and tear excepted. The duly authorized representative of Licensor may enter upon the Property and all buildings thereon, or any portion thereof, at a reasonable time for the purposes of inspection. (f) Residential Use of Property. Licensee agrees that no persons or employees will be allowed to reside upon the Property except for the use of existing temporary farm labor residences during irrigation periods only. Licensee shall obtain all necessary licenses, permits and approvals, and shall abide by all state, local and national laws for such temporary residential use. Section 4. Insurance and Indemnity. (a) Insurance. Licensee shall maintain comprehensive general liability, property damage, and fire insurance with a reputable insurance company in amounts of not less than $1,000,000.00 combined single limit, or other format acceptable to the Office of the City Attorney. cAwpwinWwpdo \far \socoad.98 -3- 05/13/98 (b) Indemnity. Licensee shall defend, indemnify and hold harmless Licensor, and Licensor's respective officers, employees and agents from and against any and all actions, claims, demands, losses, costs, expenses, including legal costs and attorneys fees, for death or injury to persons or damage to the Property, or for the pollution thereof and cleanup costs, arising out of or related to Licensee's performance under this Agreement, except to the extent of such loss as may be caused by Licensor's own negligence, including that of their respective officers and employees. Licensor shall not be held accountable for any preexisting soil contamination including those identified in the report dated January 28, 1990, prepared by Chem Risk, and the report dated December 18, 1990, prepared by South Coast Geological Services, Inc. Section 5. No Assi nR ments. Licensee may not assign its rights under this Agreement to any third party. Section 6. Notice . Any notice required to be given under this Agreement shall be in writing and shall be deemed to have been duly given and received if and when personally served, or forty-eight (48) hours after being deposited in the United States mail, first class, postage prepaid, addressed to the intended party at: Licensor: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano CA 92675 Attention: Cindy Pendleton Licensee: George Kibby South Coast Farms 2268 E. Sandalwood Place Anaheim, CA 92806 San Juan Capistrano Community Redevelopment Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: Cindy Pendleton Dan Manassero South Coast Farms 2268 E. Sandalwood Place Anaheim, CA 92806 Section 7. Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of suit. Section 8. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. c:\wpww60\wpd=Tf \socoes1.98 -4- 05/13/98