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17-0207_SOUTH COAST FARMS_Payment Schedule Agreement AGREEMENT ESTABLISHING A PAYMENT SCHEDULE FOR OUTSTANDING WATER CHARGES BY AND BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND SOUTH COAST FARMS, INC. This Agreement Establishing a Payment Schedule for Outstanding Water Charges ("Agreement") is made and entered into this 7 day of February, 2017, by and between the City of San Juan Capistrano, a California municipal corporation ("City") and South Coast Farms, Inc., a California corporation ("South Coast") with reference to the facts set forth in the Recitals below: RECITALS WHEREAS, City is the owner of the 28.225 acre farm in the City of San Juan Capistrano, California, generally located at the northwest corner of Alipaz Street and Camino Del Avion, San Juan Capistrano, California (the"Property"). WHEREAS, On May 6, 2008, the City and South Coast entered into a ten-year License Agreement ("License Agreement"), granting South Coast a license to conduct farming operations on 27.725 acres of the Property, with 0.50 acres set aside for City use. WHEREAS, Pursuant to Section 5 of the License Agreement, the City is responsible for providing a source of water supply to South Coast, and South Coast is required to pay for water at no more than the current agricultural rate and any costs of keeping the irrigation system operational, regardless of the source of supply. WHEREAS, South Coast currently owes to the City an outstanding balance of $246,971 in unpaid water charges for Account No. 90032. WHEREAS, City and South Coast desire to establish a payment schedule regarding this outstanding balance. AGREEMENT NOW THEREFORE, in consideration of the foregoing, and of the mutual obligations and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Payment Schedule. South Coast shall complete payment of all outstanding charges for Account No. 90032 prior to the expiration of the License Agreement in July 2018. 611r(X)1101292i5518 1 1 Specifically, South Coast shall make payments pursuant to the following payment schedule: December 31, 2016 $40,000 May 15, 2017 $40,000 August 15, 2017 $40,000 December 1, 2017 $40,000 May 15, 2018 $40,000 July, 2018 $40,000/Remaining Balance 2. Payment in Addition to Regular Monthly Charges. Payments made by South Coast pursuant to the Payment Schedule set forth in Section 1 shall be made in addition to the payment by South Coast of regular monthly charges for current water use. 3. Default. If South Coast defaults in the payment of any scheduled payment set forth in Section 1 or defaults in the payment of any regular monthly charges for water use, such action shall constitute a default as described in Section 8 of the License Agreement, and shall authorize the City to take action as described therein. In addition, if South Coast defaults in the payment of any scheduled payment set forth in Section 1, the entire outstanding balance for Account No. 90032 becomes due and owing as a separate obligation under this Agreement. 4. Additional Fees. Provided that South Coast makes payments in accordance with the Payment Schedule set forth in Section 1, the City shall not assess any of the following charges against South Coast regarding Account No. 90032: late fees, courtesy tag fees for nonpayment, disconnection of service fees. 5. Termination. This agreement shall remain in effect until South Coast has completed payment of the outstanding balance for Account No. 90032, unless earlier terminated by mutual agreement of the parties. 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: 61147 00310\29255538.1 2 CITY: City of San Juan Capistrano City Manager 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SOUTH COAST: George Kibby South Coast Farms �/ ace 50...<'701 ;J /"4 2 JZ c/A°r 52 7. Attorney's Fees. If either party commences 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 other party reasonable attorney's fees and costs of suit. 8. Indemnity. South Coast shall defend, indemnify, and hold harmless the City, and its elected officials, officers, employees, and agents, from and against any and all actions, claims, demands, losses, costs, expenses, including legal costs and attorney's fees, for death or injury to persons or damage to property, arising out of or related to South Coast's performance under this Agreement, except to the extent of such loss as may be caused by the City's own negligence, including that of the City's officials, officers, employees and agents. 9. Entire Agreement. The terms of this Agreement constitute the entire understanding and agreement between the Parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, City and South Coast have caused this Agreement to be executed on the date and year first written above. 61147(X)110129255535.1 3 SOUTH COAST FARMS: CITY OF SAN JUAN CAPISTRANO By: 1 By: George ibby ;; ja ' S el, Manager ATTEST: Maria Morris, CMC, City Clerk APPROVED AS TO FORM: Jeff Ballinger, City Attorney 61147.00310%29255538.1 4