1 AGRICULTURAL LEASE
The City of Ripon, a Municipal corporation (hereinafter collectively referred to as “Lessor”) hereby lease to Clara Azevedo Farms, LLC, (hereinafter referred to as “Lessee”) the real property, herein called “Leased Premises,” in the County of San Joaquin, State of California, described as follows:
A portion of the property at 15151 E. River Road, Ripon, San Joaquin County, identified as Assessor’s Parcel Number 245-180-27 (the “Property”) consisting of approximately 0.912 acres, more or less. (See Exhibit “A” for a legal description and map of the subject property).
Subject to the following terms and conditions:
1. Term of the Lease. This lease shall be for an initial term of one-year (the “Initial Term”), commencing on June 12, 2024 and ending on June 11, 2025. Upon the expiration of the initial term of this Lease, provided this Lease has not been previously terminated pursuant to the provisions of this Lease as may be set forth elsewhere herein, this Lease shall automatically renew for another one (1) year term, unless on or before 90 days prior to the then current Expiration Date of this Lease, either party has given notice of such party’s intention not to renew this Lease for an additional one (1) year Renewal Term.
2. Use of Leased Premises. The Leased Premises are demised to Lessee for the planting, growing and harvesting of crops, and for no other purpose except with the prior written consent of the Lessor.
3. Rent. As rental for the Leased Premises, Lessee hereby agrees to pay to Lessor, the sum of $1.00 US dollars annually, beginning on June 12, 2024 until the end of the lease.
4. Expenses of Lessee. During the term of this Lease and any extensions thereof, Lessee shall at Lessee’s own cost and expense:
a. Furnish all labor and equipment necessary to properly cultivate, grow, and harvest on the Leased Premises, in a manner consistent with good farming practices and husbandry during the term of the Lease or any renewal thereof;
b. Furnish one hundred percent (100%) of all trees, seed, etc.; one hundred percent (100%) of all fertilizers; and one hundred percent (100%) of all other supplies necessary to properly plant, cultivate, grow, and harvest on the Leased Premises in a manner consistent with good farming practices and husbandry the crops that are to be planted, grown, cultivated, and harvested on the Leased Premises pursuant to this Lease; c. Pay all charges, promptly as they become due, for the furnishing of gas, electricity and other public utilities; and
2 d. Provide and pay for adequate water for the proper irrigation of any and all crops that may be planted, cultivated, grown and harvested on the Leased Premises pursuant to this Lease.
5. Expenses of Lessor. During the term of this Lease and any renewals or extensions thereof, Lessee shall pay those taxes levied or assessed against the crop planted by Lessee and/or Lessee’s personal property, trade fixtures and/or possessory interest taxes upon or about the Leased Premises.
6. Operations on Leased Premises.
a. Lessee shall carry on all of Lessee’s activities specified under Paragraph 2 in accordance with good husbandry and the best practices of the farming community in which the Leased Premises are situated. Should Lessee fail to take any action required by the best course of husbandry practiced in the farming community surrounding the Leased Premises, or should Lessee fail to conduct any operation undertaken by Lessee on the Leased Premises in accordance with the best course of husbandry practiced in the farming community surrounding the Leased Premises, Lessor may, after serving sixty (60) days written notice of the failure on Lessee in the manner prescribed in Paragraph 20 of this Lease, enter the Leased Premises and take any reasonable action Lessor may deem necessary to protect Lessor’s interest in this Lease and the Leased Premises. Lessee agrees to reimburse Lessor on demand for the cost of any reasonable actions taken by the Lessor pursuant to the provisions of this paragraph. b. Lessee shall, at Lessee’s cost and expense, comply with any and all present or future laws, ordinances, rules, regulations, requirements, and orders of federal,state, county, or municipal governments that may in any way apply to the use, maintenance, operations, or production of crops on the Leased Premises, or the sale or disposition of those crops.
7. Ownership of Improvements at Lease Expiration. On the expiration of the initial lease term herein, and any extensions or renewals thereof, all trees, crop, irrigation wells and pumps shall become the property of Lessor and Lessee shall have no further rights therein.
8. Weeds and Pests. Lessee shall prevent noxious weeds from going to seed on the Leased Premises, destroy them, and keep the weeds and grass cut. Lessee shall make and keep the Leased Premises reasonably free and clear of all rats, gophers, squirrels, and other pests.
9. Disease or Blight. Should any disease or blight of any character appear on the Leased Premises or in or on any crop grown on the Leased Premises, Lessee, at Lessee’s own cost and expense, shall employ the best-known methods for eradicating the disease of blight, consult with and follow the advice of any and all experts on the subject.
10. Waste or Nuisance. Lessee shall not commit, or permit others to commit, any waste upon the Leased Premises. Lessee shall not maintain, commit, or permit the maintenance of commission of any nuisance as defined by California Civil Code Section 3479 on the Leased Premises. Lessee shall not use or permit the use of the Leased Premises for any unlawful purpose. 3 11. Insurance Coverage. Lessee shall, at all times during the term of this Lease, maintain and keep in force insurance coverage with insurers approved by Lessor that will adequately protect both Lessee and Lessor against public liability and property damage upon the Leased Premises.
The minimum coverage required by this paragraph shall be One Million and no/100 Dollars ($1,000,000.00) single limit.
11.1 General Requirements.
11.1.1 The insurance maintained under Section 11 shall name Lessor, any beneficiary under a deed of trust, mortgagee and/or ground or underlying lessor as additional insureds and shall provide that, Lessor and any additional insureds shall receive thirty (30) days’ written notice from the insurer prior to any cancellation or change of coverage, and shall contain a cross liability or severability clause.
11.1.2 All insurance required to be carried by Lessee hereunder shall be written only as primary insurance and non-contributing and shall be effected with only companies doing business in California, and in any event not with any company of less repute than those having a general policy rating of A and a financial rating of XII as rated in the most current available “Best’s Insurance Reports.” In the event “Best’s Insurance Reports” is not currently published, such minimum standard shall be that published by any other nationally recognized publisher of such information.
11.1.3 Lessee shall deliver certificates of insurance required hereunder to Lessor on or before the Commencement Date, and thereafter prior to the expiration dates of expiring policies.
11.1.4 In the event Lessee shall fail to procure such insurance, or to deliver such certificates, Lessor may, fifteen (15) days after written notice to Lessee and failure by Lessee to cure, at its option, procure same for the account of Lessee, and the cost thereof shall be paid to Lessor within ten (10) days after delivery to Lessee of bills therefor. Nothing contained in this Article 14 shall be construed as a limitation of Lessee’s liability hereunder.
11.2 Lessor’s Insurance. At Lessor’s expense, Lessor shall obtain and keep in force during the Term of this Lease and any other period of occupancy hereof the following insurance:
(a) Property Damage insurance insuring the Project.
(b) Any other form or forms of insurance as Lessor or any mortgagees of Lessor may reasonably require from time to time in form, in amounts and for insurance risks against which Lessor wishes to insure itself.
11.3 Waiver of Subrogation. Each party obtaining such insurance shall have its insurer under such policies of insurance, except Worker’s Compensation insurance, waive in writing any and all rights of subrogation that such insurer might otherwise have against the other party to this Lease. Each party to this Lease waives any and all rights of recovery against the other party for losses covered or normally covered by fire and extended coverage insurance, and vandalism and malicious mischief insurance.
4 12. Maintenance. Lessee at its own expense, shall keep and maintain the Leased Premises and all improvements in good order and repair and in as safe and clean a condition as they were when received from Lessor, reasonable wear and tear excepted.
13. Alterations and Mechanics’ Liens.
a. Lessee shall not make or permit any alterations or improvements to the Leased Premises without the prior written consent of Lessor. Upon termination or expiration of this Lease, all improvements and alterations other than trade fixtures shall be the property of Lessor, and no reimbursement to Lessee shall be required. Lessee shall remove all trade fixtures placed by Lessee on the Leased Premises within thirty (30) days after the expiration of this Lease. b. Lessee shall keep the premises free and clear of any and all liens arising out of any work performed or materials furnished at the request of Lessee, or obligations incurred by Lessee.
14. Indemnification of Lessor. Lessee, throughout the term of this Lease, shall indemnify and hold Lessor harmless from all damages, injuries, or claims arising in or about the Leased Premises or arising from Lessee’s operations on the Leased Premises except those arising from the gross negligence or intentional conduct of Lessor.
15. Assignment and Subleasing. Lessee shall not assign, transfer, or encumber this Lease or any interest herein 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, occupation, or use by any other person. Any assignment or subleasing without the prior written consent of Lessor shall be void. The consent of Lessor to the assignment or subleasing of any interest in this Lease by Lessee shall not be unreasonably withheld.
16. Insolvency of Lessee. The insolvency of Lessee, as evidenced by the appointment of a receiver to take possession of all or substantially all of the assets of Lessee, the making of a general assignment by Lessee for the benefit of creditors, or an action taken or suffered by Lessee under any bankruptcy or insolvency act, shall terminate this Lease and entitle Lessor to re-enter and regain possession of the Leased Premises. The levying of any writ of attachment of writ of execution against Lessee’s interest in the Leased Premises or any crops thereon, which shall not be satisfied or discharged by Lessee within thirty (30) days from the date of levy or execution, shall terminate this Lease and entitle Lessor to re-enter and regain possession of the Leased Premises.
17. Default by Lessee. All covenants and agreements contained in the Lease are conditions to this Lease. Should Lessee default in the performance of any covenant, condition, or agreement contained in the Lease, Lessor may terminate this Lease and re-enter and regain possession of the Leased Premises in the manner then provided by the unlawful detainer laws of the State of California.
5 18. Force Majeure Clause. Should the performance of the obligations of either party under this Lease be prevented or delayed by an act of God, war, civil insurrection, fire, flood, storm, strikes, lockouts, or by any law regulation, or order of any federal, state, county, or municipal authority, or by any other cause beyond the control of the party to be excused that party’s performance under this Lease, to the extent it is prevented or delayed shall be excused.
Lessee
19. Expenses of Enforcement. Should any litigation be commenced between the parties to this Lease for the enforcement of any rights of either party against the other pursuant to the provisions of this Lease, or by reason of any alleged breach of any of the provisions of this agreement, the party prevailing in the litigation shall be entitled to receive from the unsuccessful party all costs incurred in connection with the litigation, including a reasonable allowance for attorneys’ fees incurred by the prevailing party.
20. Notices. Wherever in the Lease is shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served and shall not be deemed to have been duly given or served unless in writing and either personally delivered, or delivered to overnight courier service charges prepaid, or forwarded by certified mail, return receipt requested, addressed as follows:
To Lessor: City of Ripon
259 N Wilma Ave
Ripon, CA 95366
To Lessee: Clara Azevedo Farms, LLC
543 S. Livermore Avenue
Livermore, CA 94550
21. Effect on Heirs and Successors. This Lease and each of its provisions shall be binding on and shall inure to the benefit of the respective heirs, devisees, legatees, executors, administrators, trustees, successors and assigns of the parties to this Lease. Nothing contained in this paragraph shall be construed as a consent by lessor to any assignment of this Lease or any interest therein by Lessee except as provided in Paragraph 19 of this Lease.
22. Time of Essence. Time is of the essence of this Lease and of each provision contained within, and each provision is made and declared to be a material, necessary, and essential part of this Lease.
23. Amendments to the Lease. This Lease, and any additional agreement for a renewal period subsequently entered into pursuant to Paragraph 1, may be amended only by a writing signed by the party against whom or against whose successors and assigns enforcement of the change is sought.
24. Termination of the Lease. At any time, the Lessor or the Lessee may terminate and cancel this Lease upon ninety (90) days written notice, in which event this Lease shall terminate as of the date specified in such Termination Notice.
6 24. Partial Invalidity. If any term of provision of this Lease or any application hereof shall be held invalid or unenforceable, the remainder of this Lease and any application of the terms and provisions shall not be affected thereby but shall be valid and enforceable pursuant to this Lease or California law.
25. Governing Law. This agreement shall be governed by and construed in accordance with the laws of California.
26. Waiver. The waiver of any breach of any of the provisions of this Lease by Lessor shall not constitute a continuing waiver or a waiver of any subsequent breach by Lessee, either of the same or any other provisions of this Lease.
27. No Partnership. Nothing contained in this Lease shall create a partnership, joint venture, or employment relationship between Lessor and Lessee. Neither Lessor nor Lessee shall be liable, except as otherwise expressly provided for in this Lease, for any obligations or liabilities incurred by the other.
28. Mediation. Before initiating litigation relating to any dispute between the parties concerning this Lease, the parties shall first participate in mediation of any dispute as set forth herein.
The mediator shall be a person mutually agreed upon by the parties, or, if the parties are unable to agree, then the parties shall apply to the American Arbitration Association of JAMS for appointment of a mediator. Mediation shall be held at Modesto, California, according to the rules of the American Arbitration Association or JAMS, as agreed upon by the parties, or as directed by the organization appointing the mediator. The cost of mediation shall be borne by the parties equally.
At least ten (10) business days before the date of the mediation, each side shall provide the mediator with a statement of its position and copies of all supporting documents. Each party shall send to the mediation a person who has authority to bind the party. If a subsequent dispute will involve third parties, such as insurers or subcontractors, they shall also be asked to participate in the mediation.
29. Construction. This Lease and any documents or instruments delivered pursuant thereto shall be construed without regard to the identity of the person who drafted the various provisions thereof. Moreover, each and every provision of this Lease and such other documents and instruments shall be construed as though all parties hereto participated equally in the drafting thereof. As a result of the foregoing, any rule of construction that a document is to be construed against the drafting parties shall not be applicable.
30. Recording of the Lease. A Memorandum of Lease shall be recorded by the Parties in the office of the County Recorder in and for San Joaquin County.
31. Countprp.Arts. This Agreement may be signed upon any number of counterparts with the same effect as if the signature to each counterpart were upon the same instrument.
Executed on at Ripon, San Joaquin County, California.
LESSOR: LESSEE:
City of Ripon, a Municipal corporation
By:
2A24 Dated: Y$l-Wt
By: t)
Leo Zuber, Mayor
Dated: Ll 2A'{r
By
By
Dated 2424
By,
Loren M. Azevedo
Dated: 2424
Steven G. Azevedo
Dated 2024
By
Kathleen Cora Walker Azevedo
Dated: ,2024
By
Robert Gould
Dated: ,2A24
Ann A. Gould
Dated: 2A?4
Dated:
By
By
7 Lynn M.A. Loewald
2024
7 31. Counterparts. This Agreement may be signed upon any number of counterparts with the same effect as if the signature to each counterpart were upon the same instrument.
Executed on ______________________, at Ripon, San Joaquin County, California.
LESSOR: LESSEE:
City of Ripon, a Municipal corporation
By: By: ________________________________
Leo Zuber, Mayor Alan John Azevedo,
Dated: ____________________, 2024 Dated: ____________________, 2024 By: ________________________________
Wendy Azevedo
Dated: , 2024
By: ________________________________
Loren M. Azevedo
Dated: ____________________, 2024
By: ________________________________
Steven G. Azevedo
Dated: ____________________, 2024
By: ________________________________
Kathleen Cora Walker Azevedo
Dated:_____________________, 2024
By: ________________________________
Robert Gould
Dated: ____________________, 2024
By: ________________________________
Ann A. Gould
Dated: ____________________, 2024
By: _Thomas W. Loewald________________________
Thomas W. Loewald
Dated: __April 9th__________________, 2024
8 Exhibit “A”
Legal Description of Right-of-Way Acquisition
All that portion of the northwest quarter of Section 17, Township 2 South, Range 8 East, Mount Diablo Meridian, described as follows;
Being a portion of property described in that certain Grant Deed filed as Document Number 2018-095114, San Joaquin County Records, more particularly described as follows:
Beginning at the intersection of the north right of way line of River Road A 40-foot wide road and the east right of way line of North Ripon Road a 40-foot wide road said point being 20 feet north and 20 feet east of the west quarter corner of said Section 17; thence along the east line of North Ripon Road, North, 450.00 feet; thence East 31.00 feet; thence South 359.93 feet; thence South 44°35'47" East, 57.68 feet; thence South 89° 11 '33" East, parallel with the south line of the northwest quarter of said Section 17, as distance of 458.50 feet; thence south 50 feet to a point 20 feet north of said south line of the northwest quarter of section 17; thence North 89°11 '33"West, 530.00 feet to the point of beginning.
Containing 39726. 7 square feet more or less
ALL AS SHOWN ON EXHIBIT "C" ATTACHED HERETO AND MADE A PART HEREOF.
The above-described land being subject to all other easements and rights of way of record. 9