1993-0316_KINOSHITA FARMS, INC_Waiver of Conditions of Contract0
a
WAIVER OF CONDITIONS OF CONTRACT
BETWEEN KINOSHITA FARMS, INC. AND THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY, AND NOTICE OF TERMINATIOT
Per Section 10.3 of the Contract Service Agreement between
Kinoshita Farms, Inc. and San Juan Capistrano Community
Redevelopment Agency, dated March 5, 1991, the parties amend this
Contract, specifically Section 2.0 - Term, as follows for the
purpose of waiving the six (6) month notice requirements:
2.0 TERM (BEFORE CHANGES)
The term of this Agreement shall be for a period of
five (5) years, commencing at the close of escrow.
Either party may terminate this Agreement at their
discretion with a written notice of not less than six
(6) months. Should either party desire to exercise
their respective right of termination, for whatever
reason, the parties agree that the continued operation
of the farm is of the utmost importance. Therefore, to
the extent feasible, the parties pledge to give notice
greater than the minimum required.
2.0 TERM (AS REVISED)
The term of this Agreement shall be for a period of
five (5) years, commencing at the close of escrow.
Either party may terminate this Agreement at their dis-
cretion with a written notice of not less than thirty
(30) days. Should either party desire to exercise
their respective right of termination, for whatever
reason, the parties agree that the continued operation
of the farm is of the utmost importance. Therefore, to
the extent feasible, the parties pledge to give notice
greater than the minimum required.
In consideration for this modification of the subject con-
tract, Agency shall pay to Kinoshita, Farms, Inc. the sum of FIFTY
THOUSAND DOLLARS ($50,000.00), on April 16, 1993, which compen-
sation shall include all periods of service rendered after March
16, 1993, including the thirty (30) day written notice period of
transition services included in the waiver provisions contained
herein. During this thirty (30) day period, it is agreed that
Kinoshita, Farms, Inc. will continue to assist the new operators of
the farm in a transition period. During said thirty (30) day
period, any crops harvested will be the property of the Agency or
its new management entity, at the option of the Agency. Effective
April 16, 1993, Kinoshita Farms, Inc. shall have no further
obligations or responsibility for the operation of the farm, nor
shall Kinoshita Farms, Inc. be eligible for any additional
compensation whatsoever, except that compensation up to March 16,
1993 shall be paid not later than March 31, 1993.
F]
NOTICE OF TERMINATION: Delivery of this Waiver of Conditions
of Contract, signed and executed below by Agency, shall constitute
full and complete notice of termination of the CONTRACT SERVICE
AGREEMENT FOR MANAGEMENT AND OPERATION OF A FARM entered into on
March 5, 1991, as modified hereby. By signature below, all parties
agree to this modification of said contract and to acceptance of
notice of termination thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the dates stated below.
ATTE
Agency Merk
APPROVED AS TO FORM:
City Attorney
fti� /�
Richard X'4
K//. De//nhalter
Dated /
Dated 3/L/93
Dated x'/63
San Juan Capistrano
Community Redevelopment Agency,
a public body.
ByL�-
Chairma , ;}agency Board of
a Not ,
of
.1' .
Kinoshita Farms, Inc.
,i.
By -
Bob asuo Kinoshita
0
MEMORANDUM
TO: Ron Sievers
FROM: Cheryl Johnson
DATE: March 18, 1993
SUBJECT: Waiver of Contract Conditions - Kinoshita Farms, Inc
Attached is an original of the Waiver of Conditions of Contract Between Kinoshita
Farms, Inc., and Agency, and Notice of Termination of management of the
Kinoshita farm, for you to hand -deliver to Mr. Kinoshita.
Thanks!
• 0
APRIL 6, 1993
REGULAR MEETING OF THE SAN JUAN CAPISCRANO
COMMUNITY REDEVELOPMENT AGENCY
BOARD OF DIRECTORS
The Regular Meeting of the Board of Directors of the City of San Juan Capistrano Redevelopment Agency was
called to order by Chairman Nash at 9:57 p.m. in the City Council Chamber.
ROLL CALL PRESENT: Carolyn Nash, Charman
Jeff Vasquez, Vice Chairman
Collene Campbell, Director
Gary L. Hausdorfer, Director
Gil Jones, Director
ABSENT: None
STAFF PRESENT: George Scarborough, Executive Director; Thomas Tomlinson, Deputy Director; Richard K
Denhalter, Agency Counsel; Cynthia L. Pendleton, Interim Finance Officer; Cheryl Johnson, Agency Secretary;
William Huber, Director of Engineering and Building Services; AI King, Jr., Director of Community Services;
Nancy Bernardi, Recording Secretary.
The Minutes of the Regular Meeting of March 16, 1993, were approved as submitted as part of the City Council
Consent Calendar.
[SaLM'i._ �7Lry rIiJ:6y
RECEIVE AND FILE WARRANTS DATED MARCH 26. 1993 (300,30)
It was moved by Director Hausdorfer, seconded by Director Jones, and unanimously carried that the
List of Demands dated March 26, 1993, in the total amount of $239,906.90 be received and filed.
2. RECEIVE AND FILE CASH BALANCES BY FUND FOR FEBRUARY 1993 (330.50)
The Finance Officer's Report of Cash Fund Balances for the month of February 1993 in the total
amount of S-294,075452 was received and filed.
3. RATIFICATION OF KINOSHITA FARMS. INC. CONTRACT TERMINATION (600.40)
Written Communication
Report dated April 6, 1993, from the Director of Public Lands and Facilities, recommending that the
termination of the existing contract with Kinoshita Farms, Inc be ratified, pursuant to the City
Council/CRA Board approval on March 16, 1993, of a new management agreement with J&W Farms
for the operation of Kinoshita Farms.
Approval of Waiver of Conditions of the Contract with Kinoshita Farms_ Inc. and Notice of Termination:
It was moved by Director Campbell, seconded by Director Hausdorfer, and unanimously carried that
the Waiver of Conditions of Contract between Kinoshita Farms, Inc. and the San Juan Capistrano
Community Redevelopment Agency and the Notice of Termination be approved.
CRA Minutes 1- 4/6/93
0 i
The Board recessed to the Council meeting at 9:59 p.m. and reconvened in Closed Session at 10:45 p.m. for
discussion of litigation per Government Code Section 54956.9(b) (Negrcte v. Community Redevelopment Agency)
and exposure to litigation per Government Code Section 54956.9(b), the Agency Secretary being excused
therefrom, and reconvened at 11:40 p.m.
ADJOURNI�NT
There being no further business before the Board, the meeting was adjourned at 11:40 p.m. to the next regular
meeting date of Tuesday, April 20, 1993, at 7:00 p.m. in the City Council Chamber.
Respectfully submitted,
CHERYL JOHNSON, AGENCY SECRETARY
ATTEST:
CAROLYN NASH, CHAIRMAN
CRA Minutes -2- 4/6/93
A ENDA ITEM April 6, 1993
TO: George Scarborough, Executive Director
Community Redevelopment Agency
FROM: Ronald C. Sievers, Director
Public Lands and Facilities
SUBJECT: Ratification of Kinoshita Contract Termination
By motion, ratify the contract termination between the City of San
Juan Capistrano Community Redevelopment Agency and Kinoshita Farms,
Inc.
SITUATION
At the March 16, 1993, City Council meeting, the City of San Juan
Capistrano and the San Juan Capistrano Community Redevelopment
Agency, in a joint action, approved a new management agreement
between the City of San Juan Capistrano, the San Juan Capistrano
Community Redevelopment Agency, and J & W Farms, for the operation
of Kinoshita Farms. In order to accomplish this, the existing
contract between the San Juan Capistrano Community Redevelopment
Agency and Kinoshita Farms, Inc. had to be terminated. The
contract between the San Juan Capistrano Community Redevelopment
Agency and Kinoshita Farms, Inc. was entered into in March of 1991.
The original term of the contract was for five years. The contract
also had a clause which allowed termination of the contract with
six month's written notification by either party. Due to the
timing needed to enter into a new contract with J & W Farms, it was
necessary to accelerate the termination of the existing agreement
with Kinoshita Farms, Inc. The attached waiver modifies the
original contract and allows for the immediate termination of
Kinoshita Farms, Inc.
NOTIFICATION
Kinoshita Farms, Inc.
COMMISSION/BOARD REVIEW, RECOMMENDATIONS
N/A 41,9
FOR CITY COUNCIL AGEND (J ��
Agenda Item . •
April 6, 1993
Page 2
FINANCIAL CONSIDERATIONS
Per the conditions of the attached waiver, Kinoshita Farms, Inc.
will receive a one-time payment of $50,000 to buy out the existing
contract between the San Juan Capistrano Community Redevelopment
Agency and Kinoshita Farms, Inc. This money will be funded from
the City Agricultural Preservation Fund.
ALTERNATE ACTIONS
1. Ratify the contract termination between the San Juan
Capistrano Community Redevelopment Agency and Kinoshita Farms,
Inc.
2. Do not ratify the contract termination.
3. Refer to Staff for additional information.
RECOMMENDATION
By motion, ratify the contract termination between the San Juan
Capistrano Community Redevelopment Agency and Kinoshita Farms, Inc.
Respectfully submitted,
Ronald C. Sievers
RCS:nb
WAIVER OF CONDITIONS OF CONTRACT
BETWEEN KINOSHITA FARMS, INC. AND THE SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY, AND NOTICE OF TERMINATION
Per Section 10.3 of the Contract Service Agreement between
Kinoshita Farms, Inc. and San Juan Capistrano Community
Redevelopment Agency, dated March 5, 1991, the parties amend this
Contract, specifically Section 2.0 - Term, as follows for the
purpose of waiving the six (6) month notice requirements:
2.0 TERM (BEFORE CHANGES)
The term of this Agreement shall be for a period of
five (5) years, commencing at the close of escrow.
Either party may terminate this Agreement at their
discretion with a written notice of not less than six
(6) months. Should either party desire to exercise
their respective right of termination, for whatever
reason, the parties agree that the continued operation
of the farm is of the utmost importance. Therefore, to
the extent feasible, the parties pledge to give notice
greater than the minimum required.
2.0 TERM (AS REVISED)
The term of this Agreement shall be for a period of
five (5) years, commencing at the close of escrow.
Either party may terminate this Agreement at their dis-
cretion with a written notice of not less than thirty
(30) days. Should either party desire to exercise
their respective right of termination, for whatever
reason, the parties agree that the continued operation
of the farm is of the utmost importance. Therefore, to
the extent feasible, the parties pledge to give notice
greater than the minimum required.
In consideration for this modification of the subject con-
tract, Agency shall pay to Kinoshita, Farms, Inc. the sum of FIFTY
THOUSAND DOLLARS ($50,000.00), on April 16, 1993, which compen-
sation shall include all periods of service rendered after March
16, 1993, including the thirty (30) day written notice period of
transition services included in the waiver provisions contained
herein. During this thirty (30) day period, it is agreed that
Kinoshita, Farms, Inc. will continue to assist the new operators of
the farm in a transition period. During said thirty (30) day
period, any crops harvested will be the property of the Agency or
its new management entity, at the option of the Agency. Effective
April 16, 1993, Kinoshita Farms, Inc. shall have no further
obligations or responsibility for the operation of the farm, nor
shall Kinoshita Farms, Inc. be eligible for any additional
compensation whatsoever, except that compensation up to March 16,
1993 shall be paid not later than March 31, 1993.
NOTICE OF TERMINATION: Delivery of this Waiver of Conditions
of Contract, signed and executed below by Agency, shall constitute
full and complete notice of termination of the CONTRACT SERVICE
AGREEMENT FOR MANAGEMENT AND OPERATION OF A FARM entered into on
March 5, 1991, as modified hereby. By signature below, all parties
agree to this modification of said contract and to acceptance of
notice of termination thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the dates stated below.
rspfl�.j
ATTE
By ��1'�
Agency Clerk
APPROVED AS TO FORM:
City Attorney
((11 /
Richard K. Denhalter
/
Dated 4" %?, / 29 3
Dated
Dated 150;3
San Juan Capistrano
Community Redevelopment Agency,
a public body.
By L - "e,
Chairma , Agency Board of
By
Agency Sdtretary
Kinoshita Farms, Inc.
By Gcca
Bob "$asuo Kinoshita