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LEASE AGREEMENT NO. _______________
FARMING LEASE
This FARMING LEASE (“Lease”) is entered into and shall be effective on _______________, (the “Effective Date”) by and between the CITY OF BAKERSFIELD, a California municipal corporation (“Landlord”), and BOLTHOUSE LAND COMPANY, LLC, a California limited liability company ( “Tenant”). Landlord and Tenant are singularly referred to as a “ Party” and collectively referred to as the “Parties”.
1. Description of the Premises. Landlord leases to Tenant and Tenant leases from Landlord, on the terms and conditions herein, the property set forth in Exhibit “A”, and as shown on the drawing marked Exhibit “B,”, attached hereto and incorporated herein by reference (hereinafter the “Premises”).
2. Term. The term of this Lease shall commence on the Effective Date and shall remain in full force and effect until the “Termination Date” as hereinafter defined, unless earlier terminated in writing by Tenant at Tenant’s sole discretion (such period being hereafter referred to as the “Term”). For purposes of this Lease, the following terms shall have the following meanings: (i) “Termination Date” shall mean the earlier of that date which is nine (9) months following Landlord’s written notice to Tenant that Landlord intends to terminate this Lease and commence Construction Activities on the Premises or twelve (12) months following Landlord’s written notice to Tenant that Landlord intends to terminate this Lease for any other reason, (ii) “Construction Activities” shall mean the soliciting/advertising for bids for construction on the Premises for the Westside Parkway , and (iii) “Westside Parkway” shall mean physical roadway and related improvements on the Premises for the Westside Parkway, as identified in the City of Bakersfield’s Specific Plan Line Reservation for the Kern River Freeway Alignment, now referred to as the Westside Parkway, adopted by Resolution No. 138-91 on July 17, 1991.
3. Purpose. Tenant shall utilize the Premises only for planting, growing, and harvesting of agricultural crops and incidental uses thereto and for access, ingress and egress to and from Tenant’s lands lying adjacent to the Premises.
4. No Rent Payable. The consideration for the lease shall be the duty to maintain the Premises, including but not limited to, removal of all trash, debris and tumbleweeds, etc. and the payment of all costs associated therewith.
Accordingly, Tenant shall not be required to pay rent to Landlord for or in connection with this Lease.
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5. Improvements. Landlord acknowledges that Tenant or Tenant’s subtenant owns all farming improvements and equipment located on the Premises, including below -ground and above -ground irrigation improvements and equipment located on or used to irrigate the Premises, including well casing, tubing, submersible pumps and other below -ground improvements and equipment, motors, pumps, wellheads, gearheads, valves, controls, tanks, diverters, irrigation pipelines and systems, and other above-ground improvements and equipment, including any replacement improvements and equipment which Tenant or Tenant’s subtenant hereafter places on or affixes to the Premises during the term of this Lease (collectively, “Farming Improvements and Equipment”). Landlord agrees that Tenant or its subtenant, as applicable, shall have the right to remove and retain such Farming Improvements and Equipment upon or before the termination of this Lease, provided that neither Tenant nor Tenant’s subtenant shall have the obligation to remove the same. Any Farming Improvements and Equipment which Tenant is not required to remove or cause to be removed from the Premises, and which are not so removed as of the termination of this Lease, shall be deemed to have been abandoned by Tenant and Tenant’s subtenant, and Landlord shall thereafter have the right to remove and dispose of the same at Landlord’s cost.
6. Indemnity. Tenant shall indemnify, defend, and hold harmless Landlord, its officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by Tenant in the performance of, or in any way arising from, the terms and provisions of this Lease whether or not caused in part by a party indemnified hereunder, except for Landlord’s sole active negligence or willful misconduct.
7. Insurance. In addition to any other insurance or bond required under this Lease, Tenant shall procure and maintain for the duration of this Lease the following types and limits of insurance ("basic insurance requirements" herein):
7.1. Automobile liability insurance. Providing coverage for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall:
7.1.1. Provide coverage for owned, non -owned and hired autos.
7.2. Commercial general liability insurance. Unless otherwise approved by Landlord’s Risk Manager, providing coverage on an occurrence basis for bodily injury, including death, of one or more persons, property damage Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 PAGE 3
and personal injury, with limits of not less than One Million Dollars ($1,000,000) per occurrence; and the policy shall:
7.2.1. Provide contractual liability coverage for the terms of this Lease.
7.2.2. Provide products and completed operations coverage.
7.2.3. Contain an additional insured endorsement in favor of Landlord, its mayor, council, officers, agents, employees and volunteers.
7.2.4. All policies shall be written on a first -dollar coverage basis, or contain a deductible provision. Subject to advance approval by Landlord, Tenant may utilize a Self-Insured Retention provided that the policy shall not contain language, whether added by endorsement or contained in the Policy Conditions, that prohibits satisfaction of any Self -Insured provision or requirement by anyone other than the Named Insured, or by any means including other insurance or which is intended to defeat the intent or protection of an Additional Insured.
7.3. Workers' compensation insurance. with statutory limits and employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per accident; and the policy shall contain a waiver of subrogation in favor of Landlord, its mayor, council, officers, agents, employees and volunteers.
7.4. All policies required of the Tenant shall be primary insurance as to Landlord, its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by Landlord, its mayor, council, officers, agents, employees, and designated volunteers shall be excess of Tenant’s insurance and shall not contribute with it.
7.5. Except for workers’ compensation, insurance is to be placed with insurers with a Best’s rating as approved by Landlord’s Risk Manager, but in no event less than A -:VII. Any deductibles, self -insured retentions or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Lease, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Lease and approved by Landlord in writing.
7.6. Unless otherwise approved by Landlord’s Risk Manager, all policies shall contain an endorsement providing Landlord with thirty (30) day’s written notice of cancellation or material change in policy language or terms. All policies shall provide that there shall be continuing liability thereon, notwithstanding any recovery on any policy. Copies of policies shall be delivered to Landlord on demand.
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7.7. The insurance required hereunder shall be maintained until all work required to be performed by this Lease is satisfactorily completed as evidenced by written acceptance by Landlord.
7.8. Tenant shall furnish Landlord’s Risk Manager with a certificate of insurance and required endorsements evidencing the insurance required.
7.9. All premiums which Tenant is required to pay on all the insurance described herein shall be the responsibility of the Tenant , without the right to demand or receive any contribution or consideration therefor from Landlord.
7.10. It is further understood and agreed by Tenant that its liability to Landlord shall not in any way be limited to or affected by the amount of insurance obtained and carried by Tenant in connection with this Lease.
7.11. Unless otherwise approved by Landlord, if any part of the work under this Lease is subcontracted, the "basic insurance requirements" set forth above shall be provided by, or on behalf of, all subcontractors even if Landlord has approved lesser insurance requirements for Tenant.
8. Farming Practices. All operations incident to the permitted uses of the Premises shall be carried out in accordance with customary husbandry and cultural practices utilized in the vicinity of the Premises.
9. Utilities. Tenant shall pay all electric and other utility bills, for service supplied for Tenant’s use of the Premises in a timely fashion and where feasible Tenant shall put the accounts in Tenant's name.
10. Expenses. Tenant shall, at its own risk and expense, provide and promptly pay for all labor, water, fertilizer, farm implements, seed, building maintenance, and other materials and services of whatever kind or nature which may be used for the planting, cultivation, irrigation, production, and harvesting of crops and other permitted uses and maintenance of the Premises and Landlord shall not be liable for any part thereof, except as specifically set forth in this Lease.
11. Water. Tenant shall have the use of all rights to water for farming the Premises or adjacent property owned by Tenant and shall pay any and all costs associated therewith, including, but not limited to assessments, fees, etc. levied by others.
12. Compliance with Law. In all operations under this Lease, or on the Premises, Tenant shall, at its own expense, promptly comply in all material respects Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 PAGE 5
with any and all laws, ordinances, rules, regulations and requirements whatsoever, present or future of the national, state, county or municipal government which in any way, apply to the use, maintenance, occupation and/or operations of the Premises or activities incidental thereto.
13. Notices. Any notice to be given to either party by the other shall be in writing and shall be served upon either personally or by registered certified mail addressed as follows:
Landlord: CITY OF BAKERSFIELD
Attn: Property Management
1600 Truxtun Avenue, 4
th Floor
Bakersfield, CA 93301
Tenant: BOLTHOUSE LAND COMPANY, LLC
Attention: Executive VP of Development
11601 Bolthouse Drive, Suite 200
Bakersfield CA 93311
14. Binding Effect. This Agreement shall inure to the benefit of and be binding upon each party’s respective parent, subsidiary or affiliated organizations, agents, members, managers, directors, officers, partners, successors, and all other acting for, under, or in concert with such parties.
15. Severability and Construction. A determination by a court of competent jurisdiction that any provision of this Lease or any part thereof is illegal or unenforceable, shall not cancel or invalidate the remainder of such provision or this Lease, which shall remain in full force and effect. However, the parties will use their best efforts to add a provision to this Lease which will, to the extent legally possible, carry out the intent of any invalidated provision. Further, this Lease shall not be construed against either party since its terms were negotiated equally by the parties.
16. Modification. This Agreement may not be altered, amended, or modified in any respect, except by a writing duly executed by all the parties.
17. Time is of the Essence. Time is hereby expressly declared to be of the essence in this Lease and all terms and conditions herein.
18. Headings. Headings are for convenience of the parties only and do not form a part of this Agreement.
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19. Separate Counterparts. This Lease may be executed in two (2) separate counterparts, each of which, when so executed, shall be deemed to be an original and to constitute the one and same contract.
20. Assignment / Subletting / Interpretation. Tenant shall have the right to assign its rights and obligations under this Lease, or to sublease the Premises, to Wm.
Bolthouse Farms, Inc., a Michigan corporation or any of its affiliated entities , effective upon written notice thereof given by Tenant to the City. Except as set forth hereinabove, Tenant shall not have the right to assign any portion of its rights and obligations under this Lease, and/or to sublease the Premises or any portion thereof, to a third party, without Landlord’s written consent, which shall not be unreasonably withheld. In the event of such an assignment or sublease, from and after the effective date thereof, Tenant shall be released from Tenant’s obligations and liability under this Lease, and the assignee or subtenant, as applicable, shall be thereafter solely responsible for such obligations and liability. All references in this Lease to “Landlord” and/or “Tenant”, shall include and be deemed as references to such parties and their respective successors and assigns. Without limiting the generality of the foregoing, all references herein to “Tenant” shall include and be deemed as references to Tenant’s subtenants, and/or leasehold assignees, as applicable.
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed, the day and year first-above written.
“LANDLORD” “TENANT”
CITY OF BAKERSFIELD, BOLTHOUSE LAND COMPANY, LLC,
By: By:
KAREN GOH BRET M. NIELSEN
Mayor Chief Operating Officer
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:___________________________
ASHLEY ZAMBRANO
Deputy City Attorney II
Insurance: __________
(Signatures continue on following page)
Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949
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APPROVED AS TO CONTENT:
By:____________________________
ZACHARY MEYER
Public Works Director
COUNTERSIGNED:
By:__________________________
RANDY MCKEEGAN
Finance Director
Attachments: Exhibit “A” – Legal Description
Exhibit “B” – Illustration
Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Docusign Envelope ID: 8DEAF13A-2D5F-8C95-83FD-38B42E975949 Certificate Of Completion
Envelope Id: 8DEAF13A-2D5F-8C95-83FD-38B42E975949
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From time to time, City of Bakersfield (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.
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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/28/2022 10:51:05 AM Parties agreed to: Bret M. Nielsen, Jena Covey
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