RECORDING REQUESTED BY:
City of Patterson
PLEASE RETURN TO / MAIL TO:
City of Patterson
1 Plaza
Patterson, CA 95363
Attn: City Clerk
Exempt from recording fees (Government Code §§ 27283, 6103)
CADENA AGRICULTURAL LAND LEASE AGREEMENT
This AGRICULTURAL LAND LEASE AGREEMENT (the “Lease”) is made and entered into on __________________, _______, by the City of Patterson, a California municipal corporation (“City” or “Lessor”), and _____________________, a ________________________ (“Lessee”).
Lessor and Lessee may be referred to herein individually as a “Party” or collectively as the “Parties.”
RECITALS
WHEREAS, Lessor desires to lease that certain real property to Lessee, including any and all improvements thereon, located in the City of Patterson known as Assessor’s Parcel Numbers 048-008-057; 048-008-004; and 048-008-036, more particularly described in Exhibit A attached hereto (the “Premises”); and
WHEREAS, Lessee desires to lease the Premises from Lessor for agricultural use; and NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, Lessor agrees to lease the Premises to Lessee on the following terms and conditions.
AGREEMENT
ARTICLE I
GENERAL PROVISIONS
Section 1.1. Recitals. The Recitals above are true and correct and are hereby incorporated into and made part of this Agreement. In the event of any inconsistency between the Recitals and the Sections contained herein, the Sections will prevail.
Section 1.2. Effective Date. This Lease shall become effective on the date of execution by the Parties, as written above (the “Effective Date” or “Commencement Date”). 4904-8944-9259, v. 1
Section 1.3. State of Title. This Lease is subject to all recorded easements, covenants, conditions, restrictions, reservations, rights-of-way, and all other matters that are discoverable by physical inspection of the Premises, and all matters known to Lessee or of which the Lessee has notice, constructive or otherwise.
Section 1.4. Condition of the Premises. Lessee acknowledges and agrees that the Premises is to be leased to Lessee in an “AS IS” condition with all faults. Lessee accepts the Premises as well as the improvements and facilities thereon in their present condition. Lessor does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to the Premises or any improvements or facilities existing thereon.
Section 1.5. Relationship of Parties. This Lease does not create, and will not be construed to create, any relationship between the Parties other than that of Lessor and Lessee, and will not be construed as an employment relationship, a partnership, or other form of joint or shared enterprise between Lessor and Lessee.
ARTICLE II
LEASE TERM AND IMPROVEMENTS
Section 2.1. Term of Lease.
(A) The initial term of this Lease shall be for a period of four (4) years commencing on the Effective Date (“Lease Term”). The Lease Term as referred to herein shall be inclusive of all extensions described in the paragraphs below. (B) Lessee shall be entitled to extend the Lease Term for a period of one (1) year, with a maximum of one (1) extension. In advance of expiration of the Lease Term, Lessee shall provide written notice to Lessor of its election to exercise the extension for a one (1) year period. Any extension beyond five (5) years shall be subject to the mutual agreement of the Parties.
(C) Notwithstanding the paragraphs above, Lessor shall have the unconditional right in its sole discretion to terminate this Lease at any time, upon sixty (60) days’ written notice to Lessee. Upon such termination, Lessor shall vacate and surrender the Premises and shall have no further right to use or occupy the Premises. (i) In the event of such termination by Lessor, Lessee may request additional time beyond the termination date as may be necessary to harvest remaining crops on the Premises. Provided that the additional time requested is no longer than four (4) months after the date of termination, Lessor shall be entitled to the extension requested. City in its sole discretion, however, may deny any extension request beyond the four (4) 4904-8944-9259, v. 1
month period. Lessor shall have no obligation to compensate Lessee for the value of the planted crops that must be abandoned before termination of the Lease.
(D) Upon the expiration or termination of this Lease, Lessee shall surrender the Premises in good order, condition, and repair, reasonable wear and tear and obsolescence excepted.
Section 2.2. Improvements and Alterations.
(A) Lessor shall retain title to any improvements or structures on the Premises existing as of the Effective Date.
(B) Title to all equipment, furnishings, and trade fixtures placed by Lessee on the Premises shall remain in Lessee, unless Lessee abandons such items. In advance of any termination of this Lease, Lessee shall remove all equipment, materials, and trade fixtures placed by Lessee on the Premises. All improvements, equipment, and trade fixtures left on the Premises beyond termination of this Lease shall become the property of Lessor, and no reimbursement to Lessee shall be required. (C) Lessee shall not alter, add to, or modify the Premises in a manner inconsistent with similar and acceptable agricultural practices in the surrounding community without Lessor’s prior written consent.
(D) Lessee shall keep the Premises free and clear of any and all liens arising out of any work performed and materials furnished at the request of the Lessee or obligations incurred by Lessee.
ARTICLE III
RENT AND FINANCIAL OBLIGATIONS
Section 3.1. Rent.
(A) Annual rent for the Premises shall be $50.00 per acre based on the number of workable acres. The Premises is approximately 19.04 acres. Accordingly, the annual rent payable to City shall be $950.00 (“Rent”).
(B) Rent shall be payable to City in advance of the Commencement Date and each anniversary thereafter.
(C) Failure to pay Rent before the time due shall result in a $100 late penalty for each week that Rent is late.
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Section 3.2. Payment of Operating Costs. Lessee shall pay all costs in connection with Lessee’s operation on the Premises, including but not limited to, costs of preparing the Premises for planting of crops, production costs, tools and labor, cost of weed control, pest and rodent control, cost of electricity and other utilities and any tax or assessment imposed on the Premises.
Section 3.3. Water Supply. Lessee assumes the responsibility and agrees to be solely responsible for any and all water supplied to the Premises during the Lease Term. Lessee shall further be responsible for payment of all water taxes and assessments on the Premises owed or imposed during the Lease Term. Lessee shall not have the right to sell, assign, or convey any irrigation or water rights of the Premises.
Section 3.4. Taxes and Assessments. If any governmental authority levies, assesses or imposes on Lessor any tax on the Premises, Lessee shall, at Lessor’s election in its sole discretion, pay such tax directly to the governmental authority or pay the amount of such tax to Lessor.
Section 3.5. Payment of Utilities and Services. Lessee, at its sole expense, shall be responsible for arranging for all utilities it requires to use the Premises for its intended agricultural purpose.
Lessee shall promptly pay all charges for any other utilities or materials used or consumed on the Premises directly to the party providing such utilities or services.
Section 3.6. Disruption to Utility Service. Lessor shall not be liable to Lessee in damages or otherwise if any utility becomes unavailable from any public utility company, public authority (including City), or any other person or entity supplying or distributing such utility.
Section 3.7. Destruction of Premises. In the event that Lessee causes or allows the total or partial destruction of the Premises, Lessee shall be liable for repairing or restoring the Premises or any structure of Lessor to its original condition.
ARTICLE IV
USE OF PREMISES
Section 4.1. Permitted Uses of the Premises. Lessee shall use the Premises for the purpose of farming consisting of the planting, growing, and harvesting of agricultural crops. Lessee shall only use the Premises for the purposes provided herein or uses that are incidental, supporting, and compatible with the uses provided herein.
Section 4.2. Operations on the Premises. Lessee shall execute all of the activities specified herein in accordance with good husbandry and the best practices of the farming community in which the Premises are situated. If Lessee fails to conduct any operation on the Premises in accordance with the best course of husbandry practice in the farming community surrounding Premises, Lessor may, after giving Lessee written notice of such failure, enter the Premises taking any reasonable actions Lessor may deem necessary to protect Lessor’s interest in the Premises.
Lessee shall not apply pesticides, insecticides, fungicides, herbicides, or other chemical treatments 4904-8944-9259, v. 1
that will have a residual effect beyond the Lease Term, except with the prior written consent of the Lessor.
Section 4.3. Maintenance. Lessee shall, at Lessee’s own expense keep and maintain the Premises and all improvements and facilities thereon in good order and repair and in a safe, sanitary, and structurally sound condition.
Section 4.4. Compliance with Laws. Lessee shall, at Lessee’s sole expense, comply with all laws and requirements of any governmental authority having jurisdiction over Premises. Lessee shall immediately furnish Lessor with a copy of any notices received from any governmental agency, insurance company, or inspection bureau in connection with the Premises.
Section 4.5. Lessor’s Access to Premises.
(A) Lessee shall permit Lessor and Lessor’s officers, agents, representatives, contractors, or employees to enter the Premises at all reasonable times to determine whether Lessee is complying with the terms of this Lease, to perform any tests or inspections, or for the purpose of doing other lawful acts that may be necessary to protect the Lessor’s interest in Premises.
(B) Lessor shall be permitted to enter on the Premises, as may be necessary, in order to make improvements or to do other work, or to make improvements, repairs, or maintenance to the adjacent real property owned by Lessor. Lessor’s entry shall not unreasonably interfere with the business and operations at the Premises. (C) Lessor shall provide advance notice to Lessee prior to entering the Premises. (D) Nothing in this section shall imply any duty on the part of the Lessor to make any inspection or take any action related to the Premises.
Section 4.6. Assignment and Subleasing. Lessee shall not assign, transfer, or encumber this Lease or any interest herein without the prior written consent of Lessor. Lessee shall not sublease the Premises or any part thereof or allow any persons other than Lessee’s agents, family, or employees to occupy or use all or part of the Premises without the prior written consent of Lessor.
Lessor’s consent to one assignment, sublease, occupation, or use by another person shall not be deemed to be a consent to any subsequent assignment, sublease or occupation or use by any other person. Any assignment or sublease without the prior written consent of Lessor shall be void.
ARTICLE V
INSURANCE AND INDEMNIFICATION
Section 5.1. Insurance Coverage. Lessee shall, at all times during the Lease Term maintain insurance coverage with insurers approved by Lessor which will adequately protect both Lessor 4904-8944-9259, v. 1
and Lessee against liability and damages upon the Premises. The minimum coverage required by this paragraph shall be liability insurance for $2,000,000 per injury or occurrence. Proof of the insurance coverage obtained by Lessee shall be given to Lessor within seven (7) days after execution of this Lease. Lessee shall immediately notify Lessor in the event of cancellation or alteration of coverage by the insurer. Failure to maintain the coverage described herein shall be deemed a material breach of this Lease, subject to termination by Lessor. Lessee shall be responsible for any worker’s compensation insurance required under state law. All policies shall contain a waiver of subrogation protecting Lessor and name Lessor and its agents, employees, representatives, and assigns as an additional insured.
Section 5.2. Indemnification of Lessor. Lessee shall indemnify, hold harmless, and defend Lessor and Lessor’s officials, employees, agents, representatives, and contractors (“Lessor Agents”) from all liability associated with the operations, business, conduct, or management on the Premises. This indemnification shall extend to and protect Lessor and Lessor Agents against any liability, claim, suit, or other proceeding for damage of any kind relating to the Premises allegedly suffered for personal injury, death, property damage, inverse condemnation, or any combination of these, regardless of whether or not such liability was foreseeable by Lessor prior to execution of this Lease.
ARTICLE VI
DEFAULT
Section 6.1. Default. In the event of any dispute pertaining to this Lease, the at-fault Party shall receive written notice specifying the nature of the dispute (“Default Notice”). If the dispute cannot be resolved to the Parties’ mutual satisfaction within thirty (30) days, the Parties may pursue available remedies in a court of law.
Section 6.2. Default by Lessee. Notwithstanding the foregoing Section 6.1, should Lessee be in default in the performance of any covenant, condition or term contained in this Lease, upon ten (10) days’ notice and a reasonable opportunity to cure, Lessor may immediately terminate this Lease and regain possession of the Premises in the manner then provided by the laws of the State of California.
Section 6.3. Personal Guarantee. If Lessee is a Corporation, Limited Liability Corporation or Company, or any other entity, then the individuals signing this Agreement hereby agree to, jointly and severally as applicable, personally guarantee the payment and collection of all fees and costs payable under this Agreement, on behalf of said entity.
ARTICLE VII
OTHER PROVISIONS
Section 7.1. Notices. This Lease shall be administered by the primary representative of the Parties indicated below or his or her designee. Any notice or communication pertaining to this Lease shall 4904-8944-9259, v. 1
be sent to the addresses below and be deemed delivered when in writing and delivered personally; or deposited with a courier service or in the United States mail. All notices and communications sent by personal delivery, courier service, or U.S. mail shall be accompanied by a copy sent by email to the addresses specified below. Either Party may update the contact information below at any time.
LESSEE:
_________________________
_________________________
_________________________
_________________________
Email:
CITY:
City of Patterson
1 Plaza
Patterson, CA 95363
Attn: City Manager
Email: [email protected]
with copies to:
City of Patterson
1 Plaza
Patterson, CA 95363
Attn: Public Works Department
Email: [email protected]
White Brenner LLP
1608 T St
Sacramento, CA 95811
Attn: Nubia Goldstein
Email: [email protected]
Section 7.2. Amendments to Lease. This Lease may be supplemented, amended, or modified only by the mutual consent of the Parties. No supplement, amendment, or modification of this Lease will be binding unless it is in writing and signed by all of the parties.
Section 7.3. Waiver. Waiver of any condition, breach, or default under this Lease does not constitute a continuing waiver, or the waiver of a subsequent breach of the same. No Party shall be deemed to have made any such waiver unless it is in writing and signed by the Party so waiving.
Section 7.4. Time of Essence. Time is of the essence for each provision contained within this Lease.
Section 7.5. Calendar Days. Any reference to the word “day” or “days” herein shall mean calendar day or calendar days, unless otherwise expressly provided. 4904-8944-9259, v. 1
Section 7.6. Entire Agreement. It is the intention of the Parties that this Lease supersede any prior written or oral agreements, discussions, commitments, or representations between the Parties with respect to the subject matter of this Lease.
Section 7.7. Severability. If a court or an arbitrator of competent jurisdiction holds any provision of this Lease to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions will not be affected.
Section 7.8. Ambiguities. The Parties have negotiated this Lease at length and have had the opportunity to consult with and be represented by their own competent counsel. The Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting Party shall not be applicable to this Lease.
Section 7.9. Further Acts. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be required or appropriate to evidence or conduct the intent and purposes of this Lease.
Section 7.10. Law; Venue. This Lease shall be governed and construed in accordance with the laws of the State of California. Venue for all legal proceedings shall be in the Superior Court for the County of Stanislaus in the State of California.
Section 7.11. Prevailing Party. Should any legal action or proceeding be necessary to enforce or interpret this Lease, the prevailing Party shall be entitled to reasonable costs of enforcement or interpretation, including but not limited to, attorneys’ fees, costs, disbursements, and collection costs in addition to other relief to which such party is entitled. [ Signatures on following page ]
4904-8944-9259, v. 1
IN WITNESS WHEREOF, with the signatures below, Lessor and Lessee have duly executed this Lease as of the Effective Date defined herein.
CITY: LESSEE:
City of Patterson,
a California municipal corporation
By:
Fernando Ulloa, City Manager
Date: __________________________
[ NOTARIZATION REQUIRED ]
APPROVED AS TO FORM:
__________________________________,
a ________________________________
By:
Print:
Title:
Date: _________________________
[ NOTARIZATION REQUIRED ]
By ______________________________
Nubia Goldstein, City Attorney
Date: ________________________
4904-8944-9259, v. 1
STATE OF CALIFORNIA
COUNTY OF ________________
On ______________________before me, ______________________________, a notary public, personally appeared __________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person9s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
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EXHIBIT A
Area Map
APN: 048-008-057; 048-008-004; and 048-008-036