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1998-0602_SOUTH COAST FARMS_License Agreementr LICENSE AGREEMENT This License Agreement is made this-110(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 I. 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. cAwpwin60\wpdaa%r \s as1.98 -1- 05/13/98 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 c1wpwin60%vgxI 'fr \socoast.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 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 accordancewith 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 \socowt.98 -3- 05/13/98 0 9 (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 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: icensor: 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 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. cAwpwin604pdo Xfa \socoaA.98 -4- 05/13/98 0 0 IN WITNESS WHEREOF, the Licensor and Licensee have caused this Agreement to be executed on the date and year first written above. Cheryl Johnso , Cit lerk APPROVED AS TO FORM: John R. Shaw, City Attorney AT EST: Cheryl John , Agdncy Secretary APPROVED AS TO RM: John R. Shat Agency Counsel CITY OF SAN JUAN CAPISTRANO, a public body corpo politic/ By��/��G�/ Gil Jones, Mayor SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic By: Wyatt H t, Chairman SOUTH COAST FARMS cAwpwn60\wpdoce%\socoW.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 AS Farm Labor Residence A6 Agriculture to Remain B. Historical Preservation Bl Joel Congdon Residence B2 Historical Farm Equipment Display Area A A6 CAMINO DEL AVION Exhibit A r A ORD CERTIFICAW OF LIABILITY INSU9&NC�ID $y o06/1IDDIYY) OUTH-3 06/16/98 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ISU Willingham Ins. Svcs. Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE License- BOC13465 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 2469 Pomona Rincon Road #101 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE Corona CA 91720 COMPANY A CalFarm Insurance Company Dale Willingham Phoo.N.. 909-278-1388 Fa.No.909-278-0664 INSURED COMPANY B CalComp Insurance Company South Coast Farms Inc. COMPANY George Kibby 6 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 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. COTYPE LTR OF INSURANCE POLICY NUMBER POLICYEFFECTIVE DATE(MMXKVYY) POL.ICYEXPIRATION DATE (MMIDD/YY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE $1000000 A X COMMERCIAL GENERAL LIABILITY GL 4031063 06/25/98 06/25/99 PRODUCTS-COMPIOPAGG f CLAIMS MADE FX] OCCUR PERSONALS ADV INJURY $1000000 EACH OCCURRENCE $1000000 OWNER'S& CONTRACTOR'S PROT FIRE DAMAGE (Any one On) $50000 MED EXP (Any one Person) $1000 A AUTOMOBILE LIABILITY ANY AUTO BA 4029384 06/25/98 06/25/99 COMBINED SINGLE LIMIT f500,000 BODILY INJURY f (Per Person) X ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY f (Per accident) HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE f GARAGE LIABILITY AUTO ONLY - EA ACCIDENT f OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT f AGGREGATE f EXCESS LIABILITY EACH OCCURRENCE f AGGREGATE f UM BRELLA FORM f OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC SU- OTH- TORYLIMITATER EL EACH ACCIDENT f 1 , 000 , 000 B THE PROPRIETOR/ INCL PARTNERSIEXECUTIVE 6982171939 02/01/98 02/01/99 EL DISEASE -POLICY LIMIT f 1,000,000 EL DISEASE -EA EMPLOYEE f 1 000,000 OFFICERS ARE: X EXCL OTHER A Farmowners Liab. PFO 4029383 06/25/98 06/25/99 Occurence 1,000,000 Products 1,000,000 DESCRIPTION OF OPER nONSILOCATIONSIVEHICLES/SPECIAL ITEMS The General Liability S Farmowners Liability is primary/non-contributory - see attachment for additional insured wording CERTIFICATE HOLDER CANCELLATION $ANJUAl SHOULD ANY OFIVE ABOVE DESCRIBED POLICIES BE CANCELLED EFORE THE EXPIRATION ATE TH EOF, THE I$BUIRfTCOMP V WILL END OR TO MAIL City O£ San Juan Capistrano 3O DAYS ITTEt NOTIC OTME CERTIFI TE HOLDERN MED TO THE LFT, Community Redevelopment Agency ATTN: Nancy Barney BUT FAI TDTd SUC OTICE SHALL IMP SE NO OBLIG TON OR LIABILITY 32400 Paseo Adelanto OF YKIND UPONT E PANY, ITS AG OR REPRES TAP AUTHO IZEDREPRESE ATI San Juan Capistrano CA 92675 Dale Willing 1.. ACORD 25-S (1195) A D CORADRATION 1988 PAGE 2 NOTEPAD. INSUREDS NAO South Coast Farms Inc. .ID SYUTH-3 DATE 06/16/98 The City S Community Redevelopment Agency, its elected or appointed officers, officials, employees and volunteers are included as additional insured with regards to damages S defense of claims arising from (A) Activities performed by or on behalf of the named insured (B) Products & Completed Operations of the named insured, or (C) Premises owned, leased or used by named insured 2. The Lists of Demands dated May 21, received and filed. 171 of $15,246.97 was ordered 3. APPROVAL OF LICENSE AGREEMENT WITH SOUTH COAST FARMS FOR MANAGEMENT OF KINOSHITA FARM AGRICULTURAL COMPLEX (600.40) As set forth in the Report dated June 2, 1998 from the Public Works Director, the License Agreement between the San Juan Capistrano Community Development Agency, the City of San Juan Capistrano and South Coast Farms for the management of the Kinoshita Farms Agricultural Complex for the period of July 1, 1998 through June 30, 1999 in the amount of $44,000 to be paid in quarterly installments was approved and the Chairman of the Redevelopment Agency was authorized to execute the agreement. following item was removed from the Consent Calendar for discussion. Report dateJune 2, 1998 from the Deputy Director, forwarding the proposed Community Enhancement ogram Rules and Regulations and recommending approval. Director Comments: Director Swerdlin expre ed concern that the designated income level eligibility, which had been set at 115% of the Or e County median, was too high and could allow participation by persons who were not truly w -income. He felt the eligibility level should be reduced to a more reasonable level that w ore in keeping with an affordable housing program. Deborah Dimu, Housing Consultant, n ed that incorporated to meet the Housing and UrbahDeN participation by a variety of households with pointed out that the Council Subcommittee had housing but also wanted to create an incentive for neighborhoods. the maximum income level had been Jopment requirement and to encourage trent income levels. Mr. Scarborough tented to not only provide low income to move into the targeted Mrs. Dimu referenced a chart included in the staff report indic 'ng maximum household income by income categories. Discussion ensued and there was cortsensus that Category 3, setting income levels at 81 - 100% of the median income, would bean cceptable level for inclusion in the Rules and Regulations. ADoroval of Communitv Enhancement Housine Proeram Rules and Reeulati It was moved by Council Member Swerdlin, seconded by Council Member Camp 1, and unanimously carried, that the Community Enhancement Housing Program Rules d CRA Minutes -2- 6/2/98 . AGENDA ITEM TO: George Scarborough, Executive Director 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 San Juan Capistrano Community Redevelopment Agency, the City of San Juan Capistrano 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 Chairman of the Redevelopment Agency to execute the agreement. • SITUATION: On June 3, 1997, the San Juan Capistrano Community Redevelopment Agency 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 San Juan Capistrano Community Redevelopment Agency, the City of San Juan Capistrano and South Coast Farms was approved by the Redevelopment Agency 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 Community Redevelopment Agency and the City 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. FCR CITY COIJ"Xil- A=44�.� ,C�3 R, 0 0 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 Fames Agricultural Complex for the period of July 1, 1998 through June 30, 1999, and authorize the Chairman 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. . By motion, approve the License Agreement between the San Juan Capistrano Community Redevelopment Agency, the City of San Juan Capistrano 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 Chairman of the Redevelopment Agency to execute the agreement. Respectfully submitted, Amy An*am Public Works Director Attachment: Proposed License Agreement AA/gs 0 0 LICENSE AGREEMENT This License Agreement is made thisday of June, 1998 (the "Agreement") by and between the City of San Juan Capistrano, a pub_lic body, corporate and politic, and the San Juan Capistrano Community Redevelopment Agency, a public body, corporate and politic (known jointly hereinafter as the "Licensori'), 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 fanning 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 W 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:\wpwmWwpdo \fum80 st.98 -1- 05/13/98 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 farting 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 farthing 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 farthing 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:\wpwuM6 wpdo lfu \socoas[.99 -2- 05113/99 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. • c;\wpwmWwpdoc f��98 -3- 03/13/98 (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 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 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:\wpwtn60\wpd.TV \ oroaa.98 -4- 05/13/98 IN WITNESS WHEREOF, the Licensor and Licensee have caused this Agreement to be executed on the date and year first written above. • CITY OF SAN JUAN CAPISTRANO, a public body corporate and politic By: Gil Jones, Mayor ATTEST: Cheryl Johnson, City Clerk APPROVED AS TO FORM: John R. Shaw, City Attorney SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic By: ATTEST: Cheryl Johnson, Agency Secretary APPROVED AS TO FORM: John R. Shaw, Agency Counsel Wyatt Hart, Chairman SOUTH COAST FARMS By: • c:\wpwi,60\wpdm\fam socoaa.98 -5- George Kibby Dan Manassero 05/13/98 32400 PASEO ADEIANTO 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 dsee ®� AM IAIIpOOII Bruuuu 1961 1776 MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GILJONES DAVID M. SWERDLIN CITY MANAGER GEORGESCARBOROUGH Re: Renewal of General Liability and Workers' Compensation Certificates ofInsurance (License Agreement for Management of Kinoshita Farms Agricultural Complex) 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 PRODUCER ISU WILLINGHAM INS SERVICES 2469 POMONA RINCON ROAD SUITE 101 CORONA CA 91720 - INSURED GEORGE KIBBY & DAN MANASSERO DBA: SOUTH COAST FARNS 2267 SANDLEWOOD ANAHEIM CA 92806 - DATE (111111 W) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS, NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANY A CALFARM INSURANCE COMPANY B STATE FUND INSURANCE COMPANY C COMPANY D JUL 0 ♦ 1797 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. LTF TYPE OF INSURANCE POLICY NUMBER POLICY EFECIVEDATE(MMFDOT/Vh PDATE( M/DDA'Y)OUCYEXPIRATIONI UNITS A GENERAL LIABILITY I GENERALAGGREGATE S1060000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS '1'IiG tit,INt,KAL )JIAIS Lx tAliMVWINFKJ LIAY IJ t'KIM/1VV1'd—1 V:`a KLYSUILK 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 NAMED INSURED(B) PROJECTS & COMPLETED OPERATIONS OF THE NAMED INSURED,OR(C) PREMISES OWNED, LEASED OR USED BY NAMED INSURED City Of San Juan Capistrano Community Redevelopment Agency Attn: Nancy Barney 32400 Paseo Adeianto San Juan Capistrano CA 92675 i... ACORD %-S fli") SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE C TIFICATE HOLDER NAMED TO THE LEFT, BUT FAILUREAIL SUC NOTICE 5 ALL IMPOSE NO OBLIGATION OR LIABILITY PF—*NY IND U ON I E COMPANY, ITS AGENTS OR REPRESENTATIVES. CGt COMMERCIAL GENERAL LIABILITY CLAIMS MADE EX OCCUR OWNER'S& CONTRACTOR'S PROT BFCGL _ GL NEW 06/25/97 06/25/98 PRODUCTS-COMP/OP AGO $ PERSONAL &ADV INJURY $1000000 CG EACH OCCURRENCE $1000000 FIRE DAMAGE (Any one fire) $50000 MED EXP (Any one person) $ 1000 A AUTOMOBILE X LIABILITY ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BA NEW 06/25/97 06/25/98 ( COMBINED SINGLE UMIT $ 500000 BODILY INJURY $ (Per person) BOUILY INJURY (Per accident) $ PROPERTY DAMAGE $ GARAGE —1EACH LIABILITY ANY AUTO / / / / AUTO ONLY - EA ACCIDENT IS OTHER THAN AUTO ONLY: ACCIDENT $ AGGREGATE $ EXCESS LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM / / / / EACH OCCURRENCE $ AGGREGATE $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY_ THE PROPRIETOR/ INCL PARTNERS/EXECUTIVE OFFICERS ARE: X E)tCL 1466902-97 02/28/97 02/01/98 WC STA U- OTH- TORY LI ITS ER EL EACH ACCIpENT $1000000 ELDISEASE-POLICY LIMIT $1000000 EL DISEASEEAEMPLOYEE $1000000 A OTHER CGL PFO NEW 06/25/97 06/25/98 ADDIN 1000000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS '1'IiG tit,INt,KAL )JIAIS Lx tAliMVWINFKJ LIAY IJ t'KIM/1VV1'd—1 V:`a KLYSUILK 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 NAMED INSURED(B) PROJECTS & COMPLETED OPERATIONS OF THE NAMED INSURED,OR(C) PREMISES OWNED, LEASED OR USED BY NAMED INSURED City Of San Juan Capistrano Community Redevelopment Agency Attn: Nancy Barney 32400 Paseo Adeianto San Juan Capistrano CA 92675 i... ACORD %-S fli") SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE C TIFICATE HOLDER NAMED TO THE LEFT, BUT FAILUREAIL SUC NOTICE 5 ALL IMPOSE NO OBLIGATION OR LIABILITY PF—*NY IND U ON I E COMPANY, ITS AGENTS OR REPRESENTATIVES. 32400 PASEO ADELANTO 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: I ' 4 In L! WIUN11 • uunnm 1961 1776 MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL JOHN GREINER WYATT HART GILJONES DAVID M. SWERDLIN CITYMANAGER GEORGESCARBOROUGH 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 SE San Juan Capistrano: Preserving the Past to Enhance the Future AGENDAITEM TO: George Scarborough, Executive Director 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 San Juan Capistrano Community Redevelopment Agency, the City of San Juan Capistrano 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 Chairman of the Redevelopment Agency to execute the agreement. SITUATION: On June 3, 1997, the San Juan Capistrano Community Redevelopment Agency 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 San Juan Capistrano Community Redevelopment Agency, the City of San Juan Capistrano and South Coast Farms was approved by the Redevelopment Agency 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 Community Redevelopment Agency and the City 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 CrrY COMMIL ACl=1 a le)49 ,63 AGENDA ITEM June 2, 1998 Page Two NOTIFICATION: George Kibby, South Coast Farms, 2268 Sandalwood Place, Anaheim, CA 92806 ALTERNATE ACTION: 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 Chairman to execute the agreement; 2. Direct staff to make revisions to the License Agreement and negotiate those revisions with South Coast Farms; Request additional information from staff. RECOMMENDATION: By motion, approve the License Agreement between the San Juan Capistrano Community Redevelopment Agency, the City of San Juan Capistrano 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 Chairman of the Redevelopment Agency to execute the agreement. Respectfully submitted, (..C'mct C211Y\ VIL'V� Amy Amirani Public Works Director Attachment: Proposed License Agreement AA/gs