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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