SPECIAL MEETING AGENDA
OF THE
ARVIN CITY COUNCIL / SUCCESSOR AGENCY TO THE
ARVIN COMMUNITY REDEVELOPMENT AGENCY / ARVIN HOUSING
AUTHORITY / ARVIN PUBLIC FINANCING AUTHORITY
TUESDAY AUGUST 05, 2025 6:00p.m.
CITY HALL COUNCIL CHAMBERS
200 CAMPUS DRIVE, ARVIN
CALL TO ORDER Mayor Olivia Calderón
PLEDGE OF ALLEGIANCE
INVOCATION
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ROLL CALL Olivia Calderón Mayor
Susana Reyes Mayor Pro Tem
Donny Horton Councilmember
Jaime Perez Councilmember
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STAFF Jeff Jones City Manager / Finance Director
Stephanie Gutierrez City Attorney – Burke, Williams & Sorensen, LLP Cecilia Vela City Clerk
I pledge allegiance to the flag of the United States of America and to the Republic for which it stands, one nation, under God, indivisible, with liberty and justice for all.
PUBLIC COMMENTS:
The meetings of the City Council and all municipal entities, commissions, and boards (“the City”) are open to the public. At regularly scheduled meetings, members of the public may address the City on any item listed on the agenda, or on any non-listed matter over which the City has jurisdiction. At special or emergency meetings, members of the public may only address the City on items listed on the agenda. Such comments shall be made in person and before the City during the meeting as prescribed below. There is a time limitation of two (2) minutes per person. However, the City shall allow a speaker using a translator four (4) minutes to ensure that non-English speakers receive the same opportunity to directly address the City. Sixteen Minutes (16) total (plus additional time based on use of a translator, if any) will be allowed for any one subject. For any item that is not on the agenda and within the jurisdiction or interest of the City, please come to the podium at this time. The Brown Act does not permit any action or discussion on items not listed on the agenda. If you wish to speak regarding a scheduled agenda item, please come to the podium when the item number and subject matter are announced, and the Mayor or Chair opens Public Comment on the item. When recognized, please begin by providing your name and address for the record (optional). Anyone wishing to submit written information at the meeting needs to furnish ten (10) copies to the City Clerk in advance to allow for distribution to City Council, staff and the media. Willful disruption of the meeting shall not be permitted. If the Mayor finds that there is in fact willful disruption of any City Council Meeting, he/she may order the disrupting parties out of the room and subsequently conduct the City’s business without them present.
In accordance with the Brown Act, all matters to be acted on by the City must be posted at least 72 hours prior to a regular meeting. In cases of an emergency, or when a subject matter needs immediate action or comes to the attention of the City subsequent to the agenda being posted, upon making certain findings, the City may act on an item that was not on the posted agenda.
AGENDA STAFF REPORTS AND HANDOUTS:
Staff reports and other disclosable public records related to open session agenda items are available at City Hall, 200 Campus Drive, Arvin, CA 93203 during regular business hours.
CONDUCT IN THE CITY COUNCIL CHAMBERS:
Rules of Decorum for the Public
Members of the audience shall not engage in disorderly or boisterous conduct, including the utterance of loud, threatening or abusive language, clapping, whistling, stamping of feet or other acts which disturb, disrupt, impede or otherwise render the orderly conduct of the City meeting infeasible. A member of the audience engaging in any such conduct shall, at the discretion of the presiding officer or a majority of the City, be subject to ejection from the meeting per Gov. Code Sect. 54954.3(c).
Removal from the Council Chambers:
Any person who commits the following acts in respect to a meeting of the City shall be removed from the Council Chambers per Gov. Code Sect. 54954.3(c).
(a) Disorderly, contemptuous or insolent behavior toward the City or any member thereof, tending to interrupt the due and orderly course of said meeting;
(b) A breach of the peace, boisterous conduct or violent disturbance, tending to interrupt the due and orderly course of said meeting;
(c) Disobedience of any lawful order of the Mayor, which shall include an order to be seated or to refrain from addressing the City; and
(d) Any other unlawful interference with the due and orderly course of said meeting.
AMERICANS with DISABILITIES ACT:
In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by the City, please contact the City Clerk’s office, (661) 854-3134. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.
Special Arvin City Council Meeting Agenda – August 05, 2025
1. APPROVAL OF AGENDA AS TO FORM.
Motion __________Second __________ Vote __________
Roll Call: CM Perez ____ CM Horton ____ MPT Reyes ____ Mayor Calderón _____
2. CLOSED SESSION ITEMS
A. THREAT TO PUBLIC SERVICES OR FACILITIES (Government Code §54957(a).)
Consultation with: City Manager and/or City Attorney. (one item)
3. ACTION ITEM(S)
A. Consideration and Approval of Temporary Effluent Water Agreement with Zam Farming, LLC.
Staff recommends City Council approve a Temporary Effluent Water Agreement with Zam Farming, LLC.
Motion __________Second __________ Vote __________
Roll Call: CM Perez ____ CM Horton ____ MPT Reyes ____ Mayor Calderón _____
4. ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the Arvin City Council Chambers Bulletin Board not less than 24 hours prior to the meeting. Dated August 01, 2025.
Cecilia Vela, City Clerk
CITY OF ARVIN
Staff Report
Meeting Date: August 5, 2025
TO: Honorable Mayor, Mayor Pro Tem and Members of City Council FROM: Stephanie Gutierrez, City Attorney
SUBJECT: Temporary Effluent Water Agreement with Zam Farming, LLC
RECOMMENDATION
City Council approve the Temporary Effluent Water Agreement, attached hereto as Attachment 1, between the City of Arvin and Zam Farming, LLC to manage the City’s effluent water for a term of six (6) months.
BACKGROUND
The City of Arvin is the owner of a Wastewater Treatment Plant that currently produces between 1.2 to 4 million gallons of effluent water per day. In order to discharge this water, the City must apply the water to land in compliance with Waste Discharge Requirements Order No. 5-00-093 (WDRs), adopted by the California Regional Water Quality Control Board, Central Valley Region on April 28, 2000, attached hereto as Attachment 2.
In April 2021, the City entered into an Agricultural Lease Agreement with Apothio, LLC to tenant farm City property, located in the vicinity of North Rancho Drive, Millux Road and Burkett Blvd, as more specifically identified in Exhibit A to Attachment 1.
On or about July 2, 2025, the City terminated the Agricultural Lease Agreement with Apothio, LLC.
Since that time, the City’s Public Work’s Department has been managing the effluent water and dispersing it in accordance with the WDRs. This is a temporary solution while the City finds a permanent qualified farmer. However, the Public Works Department is unable to sustain this duty for the amount of time it would take for the City to find a permanent qualified farmer pursuant to the provisions in the Municipal Code. The City urgently needs an experienced farmer, capable of farming the farmable acreage of real property owned by the City. The farmer would also need to receive the treated effluent water to use, irrigate and absorb the effluent and nitrates contained therein by growing forage and other stateapproved crops.
ANALYSIS
Due to the urgent nature of identifying a qualified farmer following the termination of the Agricultural Lease Agreement, the City Manager contacted two potential companies with experience and expertise in managing and dispersing effluent water: Veolia Water Technologies and Zam Farming, LLC. After discussion with both companies, staff determined that Zam Farming, LLC is a qualified farmer capable of receiving and dispersing the City’s effluent in accordance with the WDRs. Zam Farming, LLC also controls and farms certain real properties located nearby within 3 miles of the City’s Wastewater Treatment Plant.
3.A.1
Attachment: Staff Report Temporary Effluent Water Agreement - Zam Farming LLC_080525 (Temporary Effluent Water Agreement with Zam Primary Agreement Provisions
The Agreement provides that the City can deliver up to 4 million gallons-per-day of treated effluent to Zam Farming, LLC farmland, where Zam Farming would then apply the treated effluent to farmland and state approved crops. The delivery location is the property at the northeast corner of Millux Road and S.
Edison Road, as well as certain City properties. In exchange, the City will lease its Property to Zam Farming, LLC for rental payment of $1.00 per farmable acres (approximately 208 acres) for the term of the Agreement.
Some additional provisions of note include:
• The City is solely responsible for the treatment of effluent under the Agreement to WDR standards.
• Zam Farming, LLC does not have any treatment responsibilities under the Agreement. • The City is required to maintain any permits and approvals authorizing the land application and is responsible for maintenance and operation of all the conveyance and irrigation systems transporting the treated effluent to Zam Farming’s real property. • City must ensure that the proposed use of the treated effluent water complies with “all laws and regulations” including the WDRs.
• The Agreement may be terminated if the Regional Board adopts new WDRs or if Zam Farming LLC’s land is condemned through eminent domain.
Conclusion
Staff recommends City Council approve the Temporary Effluent Water Agreement with Zam Farming, LLC for a term of six (6) months. During this period, staff will prepare a formal Request for Proposals (RFP) to find a qualified farmer as described above.
FISCAL IMPACT
The City will receive $208 for the term of this Agreement.
CEQA ANALYSIS
The action is not defined as a “project” per Section 15378(b) of the CEQA Guidelines because the action is an organizational and administrative activity that will not result in direct or indirect physical chages to the environment and is not subject to CEQA.
CITY ATTORNEY REVIEW
This staff report was prepared by the City Attorney’s Office.
ATTACHMENTS
Attachment 1 – Temporary Effluent Water Agreement
Attachment 2 – Water Discharge Requirements Order 5-00-093
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Attachment: Staff Report Temporary Effluent Water Agreement - Zam Farming LLC_080525 (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 1 of 10
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CITY OF ARVIN
Attn: City Clerk
200 Campus Drive
Arvin, CA 93203
No fee required pursuant to
Government Code Section 27383
AGREEMENT NO. 2025-14
EFFLUENT AGREEMENT
THIS EFFLUENT AGREEMENT (this “Agreement”) is made and entered into as of August 5, 2025 (the “Effective Date”) by and between THE CITY OF ARVIN, a municipal corporation (the “City”) and Zam Farming LLC, a California limited liability company with its principal place of business at 5777 W Century Boulevard, Suite 1485, Los Angeles, California 90045 (the “Water Manager”).
RECITALS
WHEREAS, the City is the owner of a wastewater treatment plant (the “Plant”) which currently produces about 1.2 mil gallons (the “Min gallons”) up to 4 mil gallons (the “Max Gallons”) per day of Title 22 water (the “Effluent”) which shall be applied to land in compliance with Waste Discharge Requirements and all other legal requirements including the Regional Water Quality Control Board (“RWQCB”) and all other public agencies and entities allowing Effluent to be applied to land; and WHEREAS, the City is the owner of record of all of that certain real property (the “Property”) situated in Kern County, California, located in Arvin, California, and more particularly described in Exhibit A; and
WHEREAS, the Water Manager is a qualified farmer and controls and farms certain real properties located nearby within 3 miles of the Plant; and is capable of farming the farmable acreage of the Property with permitted crops and is able to receive the treated Effluent to use and irrigate and absorb the Effluent and nitrates contained therein by growing forage and other state-approved crops on its properties; and
WHEREAS, the Effluent shall be delivered by the City to the northeast corner of Millux Rd. and S. Edison Rd., described in Exhibit B (the “Delivery Location”) where then the Water Manager has authority and is able to operate pipeline to further manage and utilize the Effluent for land application.
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 2 of 10
NOW, THEREFORE, incorporating the foregoing recitals herein, the City and the Water Manager mutually agree as follows:
1) TERM. The Term of this Agreement shall commence on the Effective Date and shall terminate in six (6) months (“Term”). Following expiration of this Agreement, City shall allow Water Manager to harvest any crops planted by Water Manager that may exist on the Property.
City and Water Manager shall cooperate in good faith to ensure appropriate crops are harvested and removed from the Property in a reasonably timely manner. 2) CONSIDERATION. In consideration of the Water Manager services managing the City’s Effluent, the City shall lease the Property to the Water Manager for the Term of this Agreement and the Water Manager shall pay to the City as rental for the use of the Property and receipt of the Effluent for its crops, One dollar ($1.00) per farmable acre (approx. 208 acres). Rent for the Term is payable in advance of Commencement Date and is delinquent on the next day. Commencement Date will be the Effective Date. The City agrees to use the rental proceeds for improvements to the Property.
3) RIGHT AND DUTY.
a. The City agrees that such Effluent shall be treated to a level of quality no less than is required to permit, under applicable governmental requirements, the growing of fiber, fodder and seed crops on the Property. Should governmental regulations for the growing of such crops or discharge requirements be revised after the effective date of this Agreement to require a higher degree of treatment of Effluent for irrigation of such crops, the City agrees to upgrade its Plant to treat Effluent or otherwise produce higher-treated Effluent in compliance with newly promulgated or amended governmental requirements. In the event that it becomes unfeasible or materially uneconomic to upgrade the Plant to comply with newly promulgated or amended governmental requirements, as determined by the City in its sole discretion, the City may serve a Notice of Termination of this Agreement to the Water Manager no less than 60 days prior to the effective date for any newly promulgated or amended governmental requirements. In the event the City fails to serve a Notice of Termination, the Water Manager, in its sole discretion, may serve a Notice of Termination to become effective upon the effective date of any newly promulgated or amended governmental requirements which could place the Water Manager’s practices of spreading Effluent out of compliance.
b. The City shall be responsible for obtaining any and all amendments to the Waste Discharge Requirements or other governmental rules or regulations to allow the Water Manager to be able to utilize Effluent disposal and manage the disposal of Effluent in accordance with the terms of this Agreement. In the event that the City fails to maintain continuous approval from any and all applicable governmental entities to apply Effluent to land during the Term, the Water Manager may terminate this Agreement on 60 days’ notice. c. The City shall be responsible for repair of all Effluent delivery and irrigation facilities, including but not limited to pipelines, valves, standpipes required to transmit the Effluent to the Delivery Location (including the County right-of-way). The City shall be responsible for delivering the Property in a condition suitable for farming or, alternatively, reimbursing the
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 3 of 10
Water Manager for the costs to restore the land to a farmable state as determined by applicable California Regional Water Quality Control Board regulations. The Water Manager may submit reimbursement requests to the City for any repairs or replacements of the irrigation equipment, with payment due within 60 days of receipt.
d. The City shall be responsible for the cost of the electrical power necessary to operate the irrigation pump and other mechanisms to transmit the Effluent from the Plant to the Delivery Location.
e. The Water Manager may farm the Property with an approved crop at all times during the Term of this Agreement to allow for the land application up to the Max Gallons of Effluent. The Water Manager shall be solely responsible for all costs arising from or related to the farming activities and shall retain all the proceeds from the Property. f. The Water Manager may apply to the California Department of Public Health for exceptions allowing for the irrigation of food crops which must undergo processing sufficient to destroy pathogenic agents within the Effluent before such crops are suitable for human consumption, or a determination that such food crops are permitted to be grown with secondarily treated Effluent; provided, however, that should the Water Manager proceed to grow such crops on the Property pursuant to an exception, it shall do so at its own risk and shall have no vested right under this Agreement to continue to grow such crops should subsequently a higher degree of treatment of the Effluent be required for such crops. It is the intent and understanding of the parties that the City shall not be required to provide a higher level of treatment to allow the Water Manager to continue production of a crop initially permitted by exception. g. The Water Manager acknowledges that it shall have the right as provided herein to take up to Max Gallons of Effluent from the Plant for and during the term of this Agreement. The Water Manager shall obtain the written consent from the City to dispose of Effluent in a manner other than as herein provided. Nothing in this Agreement shall restrict the City from utilizing treated Effluent within the Plant prior to ultimate disposal of the Plant Effluent as herein provided.
The delivery of Effluent to the Water Manager properties shall be directly communicated and solely managed through the Water Manager.
4) REGULATORY AGENCY REQUIREMENTS. The City shall ensure that the use of Effluent complies with all laws and regulations including Waste Discharge Requirements issued by the California Regional Water Quality Control Board and any other governmental entity and all other regulatory requirements. The Water Manager shall obtain written approval, as needed, from relevant governmental entities of cropping plans for any and all portions of the property to be irrigated with treated Effluent. The Water Manager shall be responsible for lawfully utilizing and disposing of all treated Effluent received, within the boundaries of the property unless otherwise previously agreed to by the City in writing. The Water Manager shall comply with all applicable requirements of the California Regional Water Quality Control Board for wastewater reclamation in its use of the Property. The Water Manager shall provide a setback as specified in the discharge requirements from any traffic lane of a dedicated public road or highway for any Effluent storage reservoirs which are, or may be, constructed within the Property.
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 4 of 10
5) INDEMNITY.
a. Neither party shall be liable to the other party for any loss, damage, liability, claim or cause of action for damage to or destruction of property or for injury to or death of persons arising solely from any act or omission of the other party's officers, agents or employees. However, the City shall defend, indemnify and hold the Water Manager harmless for any claims, demands, liabilities, losses or causes of action, fees, penalties, charges, attorney’s fees, costs or expenses resulting from the City’s management of applicable contracts with third parties, or failure to maintain compliance with the Waste Discharge Requirements and any and all regulatory or governmental requirements or approvals to permit the spreading of Effluent on the Property. b. The Water Manager and the City agree to indemnify and hold each other harmless from any and all claims, contracts, demands, liabilities, losses or causes of action which arise by virtue of its own grossly negligent or willful acts or omissions (either directly or through or by its agents, officers or employees) to such extent and in such part as the respective parties are found by reason of law to have proximately caused the injury or damage. c. The party against whom any claim arising from any subject matter of this Agreement is filed shall give prompt notice of the filing of the claim to the other party. 6) EMINENT DOMAIN. If the whole or substantial portion of the Water Manager property should be taken by any public or quasi-public authority under the power or threat of eminent domain during the Term, so as to materially impair the delivery of the Effluent contemplated by the City, and thereby frustrate the City’s purpose in entering into this Agreement, then, in either of such events, this Agreement shall terminate at the time such taking is reported in writing. 7) NONWAIVER. If any action or proceeding related to this Agreement is instituted or if any other steps are taken by the Water Manager or the City, and a compromise, partial payment or settlement thereof shall be made, either before or after judgment, the same shall not constitute or operate as a waiver by the Water Manager or the City of any, covenant or condition of this Agreement or of any subsequent breach thereof. No waiver of any default under this Agreement shall constitute or operate as a waiver of any subsequent default hereunder, and no delay, failure or omission in exercising or enforcing any right, privilege, or option under this Agreement shall constitute a waiver, abandonment or relinquishment thereof or prohibit or prevent any election under or enforcement or exercise of any right, privilege, or option hereunder. No waiver of any provision hereof by the Water Manager or the City shall be deemed to have been made unless and until such waiver shall have been reduced to writing and signed by the Water Manager or the City, as the case may be. The receipt by the Water Manager of rent with know1edge of any default under this Agreement shall not constitute or operate as a waiver of such default. Payment by the City or receipt by the Water Manager of a lesser amount than the stipulated rent or other sums due the Water Manager shall operate only as a payment on account of such rent or other sums. No endorsement or statement on any check or other remittance or in any communication accompanying or relating to such payment shall operate as a compromise or accord and satisfaction unless the same is approved in writing by the Water Manager, and the Water Manager may accept
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 5 of 10
such check, remittance or payment without prejudice to its right to recover the balance of any rent or other sums due by the City and pursue any remedy provided under this Agreement or by law. 8) NO PARTNERSHIP. It is expressly understood and agreed that the City does not, in any way or for any purpose by executing this Agreement, become a partner of the Water Manager in the conduct of business, or otherwise, or a joint venture or a member of a joint enterprise with the Water Manager, and nothing contained herein shall be deemed to create the relationship of employer and employee, or principal and agent, between the Water Manager and the City. 9) ASSIGNMENT AND SUBLETTING. Neither the Water Manager nor the City of Arvin may assign any rights contained herein without the express prior written consent of the other party. 10) COVENANTS RUN WITH LAND. The agreements, covenants and conditions in this Agreement contained are and shall be deemed to be covenants running with the land and the reversion and shall be binding upon and shall inure to the benefit of the Water Manager and the City and their respective successors and assigns hereunder. All references in this Agreement to “the City of Arvin” or “the City,” or “the Water Manager” shall be deemed to refer to and include successors and assigns of the City or the Water Manager, respectively, without specific mention of such successors or assigns.
11) NOTICES. Except as otherwise provided hereunder; any notice or communication to the Water Manager or the City shall be in writing and be mailed by certified mail, postage prepaid. Notices or communications shall be addressed to the City or such other address or addresses as the City shall from time to time designate, or to such agent of the City as it may from time to time designate, by notice in writing to the Water Manager. Notices or communications shall be addressed to the Water Manager, other address or addresses as the Water Manager shall from time to time designate, or to such agent of the Water Manager as it may from time to time designate, by notice in writing to the City. Any notice mailed in the manner above set forth shall be deemed to have been received unless returned to the sender by the post office. 12) LIMITATION OF THE WATER MANAGER’S LIABILITY. In the event of any transfer of the Water Manager's interest in this Agreement, the Water Manager herein named (and in case of any subsequent transfer, the then transferor) shall be automatically freed and relieved from, as of the date of such transfer and thereafter, of all personal liability for the subsequent performance of any covenants or obligations on the part of the Water Manager contained in this Agreement thereafter to be performed; provided, that upon any such transfer, the transferee shall expressly assume subject to the limitations of all of the agreements, covenants and conditions in this Agreement.
13) HOLDING OVER. This Agreement shall terminate without further notice upon the expiration of the Term, it being understood and agreed that this Agreement cannot be renewed, extended or in any manner modified except in writing signed by the Water Manager and the City and approved by the City’s City Council.
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 6 of 10
14) DISPUTE RESOLUTION.
a. Mediation of Disputes. Any action, claim, controversy or demand arising out, concerning or relating to this Agreement, or the making, performance, or interpretation thereof, may be subject to a good faith effort at resolution through mediation. Any party may initiate mediation by giving the other party written notice describing the issue(s) the initiating party wishes to mediate. If the parties agree to mediate per this Section 14, then within thirty (30) days of the notice of mediation, the parties may mutually agree to a mediator and retain such person to mediate the issue in a timely manner. In the event that the parties cannot mutually agree to a mediator within thirty (30) days of the notice of mediation, the party requesting the mediation may within ten (10) days after the expiration of the initial thirty (30) day period submit a list of three (3) retired judges, justices or attorneys unrelated to the party by current or prior personal, business or professional relationship, with experience mediating similar issues, and the other party may within ten (10) days of receipt of such list select the mediator from such list. If the other party fails to do so either timely or at all, then the party requesting mediation may elect the mediator; The cost of the mediation shall be borne equally by the parties. b. Arbitration of Disputes Following Mediation. The parties may choose to resolve any action, claim, controversy or demand in law or equity arising out of, concerning or related in any way to this Agreement, or the making, performance, or interpretation thereof, by arbitration to take place in Kern County, California. If the parties agree to arbitrate, the arbitration shall be before one (1) arbitrator selected by mutual agreement of the parties. In the event that the parties cannot mutually agree to an arbitrator within thirty (30) days of the notice of arbitration, the party requesting the arbitration shall within ten (10) days after the expiration of the initial thirty (30) day period submit a list of three (3) arbitrators who are members of the American Arbitration Association and unrelated to the party by current or prior personal, business or professional relationship, with experience arbitrating similar issues, and the other party shall within ten (10) days of receipt of such list select the arbitrator from such list. Any party requesting arbitration under this Agreement shall make a demand on the other party by registered or certified mail. The arbitration shall be conducted under the then-current Commercial Arbitration Rules of the American Arbitration Association, except that the arbitrator shall be bound to apply and follow the Law of the State of California. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The charges, costs, expenses and fees of the arbitrator shall be shared equally by the parties.
c. Waiver of Jury Trial. To the maximum extent permitted under the Laws of the State of California, each party waives, to the fullest extent permitted by Law, any right to trial by jury of any Action, claim, controversy or demand that the parties choose to resolve by the procedures contained in this Section 14, as applicable, in each case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. 15) TIME OF THE ESSENCE. Time is of the essence of each and all of the agreements, covenants, and conditions of this Agreement.
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 7 of 10
16) SEPARATE COUNTERPARTS; FACSIMILE & ELECTRONIC SIGNATURES. This Agreement may be executed in two (2) or more separate counterparts, each of which, when so executed, shall be deemed to be an original and to constitute the one and same contract. This Agreement may be signed and signatures transmitted by facsimile, and any such facsimile copy shall be equivalent to a binding signed original for all purposes. This Agreement also may be executed electronically, whether using an electronic signature and delivery service including, but not limited to, DocuSign or eSignLive, or by use of electronically copied/saved and transmitted executed documents, such as by emailing a PDF of the signed document. The parties expressly agree that the actual execution and delivery of this Agreement specifically shall be governed by the Electronic Signatures in Global and National Commerce Act (ESIGN), 15 United States Code Section 7001 et seq., and the governing law applicable to the remainder of this Agreement shall be as otherwise stated herein.
17) SEVERABILITY. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been contained herein.
18) CONSENTS. Whenever in this Agreement the consent or approval of either the Water Manager or the City is required or permitted, the party requested to give such consent or approval will act promptly and will not unreasonably withhold its consent or approval. 19)INTEGRATION. This instrument constitutes the entire agreement between the Water Manager and the City with respect to the subject matter hereof and supersedes all prior offers and negotiations, oral or written. This Agreement may not be amended or modified in any respect whatsoever except by an instrument in writing signed by the Water Manager and the City. 20) AMENDMENTS. This Agreement may be modified only in writing and only if signed by the parties at the time of the modification and approved by the City‘s City Council. 21) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any lawsuit arising out of or pertaining to this Agreement shall be brought in Kern County, California.
22) RECORDED. This Agreement shall be recorded with the Kern County Recorder's Office. [SIGNATURES ON NEXT PAGE]
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903-6896-7509 v2 Page 8 of 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. “WATER MANAGER”
Zam Farming, LLC
By: ____________________________
Mojgan M. Amin, President
Date: ___________________________
“CITY”
City of Arvin, a municipal corporation
By: ______________________________
Olivia Calderón, Mayor
Date: ____________________________
ATTEST
By: _____________________________
Cecilia Vela, City Clerk
APPROVED AS TO FORM
Burke, Williams & Sorensen LLP
By: ____________________________
Stephanie Gutierrez, City Attorney
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903
-6896-7509 v2 Page 9 of 10
Exhibit A
Property
APN: 446-010-60-007 52.29 acres City of Arvin
446-010-59-005 52.34 acres City of Arvin
446-010-73-005 77.01 acres City of Arvin
189-340-27-004 80.95 acres Arvin Co Sanitation District
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam 4903
-6896-7509 v2 Page 10 of 10
Exhibit B
Delivery Location
Address:Northeast corner of Millux Rd. and S. Edison Rd, APN 189-330-13
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Attachment: 2025 Temporary Effluent Water Agreement - Zam Farming and City of Arvin (Temporary Effluent Water Agreement with Zam