enterprise available as a resource to the community in perpetuity, under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Grant of License. City hereby grants to Licensee a revocable, non-transferrable, nonexclusive license (the “License”) to enter the Property and for the specific uses set forth in this Agreement for the Licensed Premises. The License is subject to the terms, covenants, and conditions set forth in this Agreement, and Licensee covenants as a material part of the consideration for this Agreement to keep and perform each and all of the terms, covenants, and conditions set forth herein. The License does not grant a leasehold or grant any property rights to Licensee in the Property or the Licensed Premises. Licensee hereby acknowledge that this Agreement grants a license, not a lease, and therefore Licensee does not have a possessory interest in the Property or the Licensed Premises. City expressly retains the right to grant other licenses relating to the Property and Licensed Premises to any Other Licensees on such terms as City may, in its sole discretion, deem appropriate, but which do not unreasonably interfere with the License granted hereunder or would inhibit Licensee’s ability to perform each and all of the terms, covenants, and conditions set forth herein.
It is understood and agreed by Licensee that the Property and the Licensed Premises are subject to concurrent and superior use by the City including but not limited to the City’s use of the Property and Licensed Premises as open space or other future community use, provided, however, City will not inhibit Licensee’s ability to perform each and all of the terms, covenants, and conditions set forth herein.
Licensee shall not interfere with the use of or access to the Property or the Licensed Premises by City or by any Other Licensees, nor shall Licensee interfere with any other activity the City deems fit to conduct on the Property, including the Licensed Premises.
2. Expiration of License. The License granted hereunder will automatically expire on the fifth (5th) anniversary of the Effective Date of this Agreement (the “Expiration Date”).
Notwithstanding the foregoing, the License granted by the City herein is non-transferrable, nonexclusive, revocable, and may be terminated at any time in accordance with Section 26. City, in its sole discretion, may extend the Expiration Date upon receipt of a written request for extension from Licensee that is received a minimum of sixty (60) days prior to the Expiration Date.
If Licensee does not surrender the Property and/or the Licensed Premises upon the Expiration Date or the sooner termination of the License, Licensee shall be deemed a trespasser and shall be liable to the City for damages. Licensee agrees to indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing collectively “Indemnities”) harmless from and against all liability, loss, cost, claim, demand, action, suit, legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including, without limitation, reasonable attorneys’ fees and costs of litigation) (all of the foregoing collectively “Claims”) resulting from Licensee’s failure to surrender the Property and/or Licensed Premises, including, without limitation, any Claims made by any Other Licensee or succeeding licensee. Licensee’s DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 indemnification obligations set forth in this Section 2 shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees.
3. License Fee. For and in consideration of this Agreement and the License granted herein, on or before the Effective Date and each anniversary thereof, Licensee shall pay to City a fee (the “License Fee”) in the amount of One Dollar ($1.00) per year, which is in addition to Licensee’s agreement to operate the Licensed Premises in accordance with the Farm Work Plan.
4. Appointment of Property Manager. City hereby appoints Licensee as the Property Manager for the Licensed Premises portion of the Property with the responsibilities for managing, operating, maintaining and servicing the Licensed Premises, only (collectively, the “Management Services”). The specific Management Services required to be performed by Property Manager on the Licensed Premises are set forth in the Farm Work Plan and Exhibit C attached hereto and incorporated into this Agreement by this reference.
5. Representations and Warranties. Licensee represents and warrants to the City that: (i) Licensee and Licensee’s employees, contractors or subcontractors have the necessary skills, experience and resources to provide the Management Services at the Licensed Premises; (ii) Licensee and any of Licensee’s employees, contractors or subcontractors providing the Management Services at the Licensed Premises are qualified to perform the duties of Licensee under this Agreement in full compliance with the laws of the State of California and hold all required licenses, certifications and permits (if any) necessary to perform such duties; (iii) Licensee is duly organized entity as stated under the preamble and validly existing under the State of California; (iv) Licensee has full right, power and authority to execute, deliver and perform its obligations under this Agreement; and (v) this Agreement is a legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms.
6. Conditions of Use.
A. Farm Work Plan. Within sixty (60) days of the execution of this Agreement, Licensee shall provide a plan to the City which sets forth the plan for the management and operations of the Licensed Premises Property, which shall be incorporated into an overall plan for the management and operations of the Property in coordination with any Other Licensees on the Property (the “Farm Workplan”). Licensee shall cooperate with Other Licensees to develop the Farm Workplan for submission to the City. The Farm Workplan must include, but is not limited to, all of the following :
- A detailed proposal for the operation and proposed programming of the demonstration farm.
- A detailed plan that sets forth the scope of work for the management of the Property and the Licensed Premises.
- A preliminary schedule of public events and programs, including cost estimates and estimates of off-setting revenue as well as prior Farm Work Plan year actual revenue.
- A detailed list of any animals that are owned by Parties that will be or are DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 residing on the Licensed Premises.
- The designation of the person that will act as the Property Manager of the Licensed Premises. This will be the City’s single point of contact for all matters concerning the Licensed Premises. Contact information shall be provided to the City and updated immediately upon any changes. - The proposed construction of any proposed new structures on the Property or the Licensed Premises. Prior to constructing structures on the Licensed Premises in accordance with the Farm Work Plan, Licensee shall obtain advance approval from the Open Space District, as required.
The Farm Workplan must be provided for approval to the City and shall be updated no less than annually each February, in consultation with the City. City meetings with Licensee shall occur at least monthly, unless another frequency is mutually agreed upon.
B. Compliance with Laws. Licensee shall comply with the Farm Workplan and with all state, federal and local laws, regulations, rules and orders, applicable to this Agreement, the management of the Demonstration Farm, the Property, the Licensed Premises and the License, including without limitation all Environmental Laws (defined in Exhibit D attached hereto and incorporated herein by reference). Licensee shall not cause or permit any Hazardous Material (defined in Exhibit D) to be generated, brought onto, used, stored, or disposed of in or about the Property.
(i) Notice of Release or Investigation. If during the term of this Agreement, Licensee becomes aware of (a) any actual or threatened release of any Hazardous Material in, on, under, or about the Property, or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material in, on, under, or about the Property, Licensee shall give City written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to City copies of any claims, notices of violation, reports, or other writings received by Licensee that concern the release or investigation.
(ii) Remediation Obligations. If the presence of any Hazardous Material brought onto the Property by Licensee or Licensee’s agents, employees, invitees, customers, consultants, contractors or subcontractors results in contamination of the Property or any part thereof, Licensee shall promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action levels, or any governmental agency has issued a cleanup order, at Licensee’s sole expense, to return the Property to the condition that existed before the introduction of such Hazardous Material. Licensee shall first obtain City’s approval of the proposed removal or remedial action.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 C. Minimum Wage Requirements. Licensee shall comply with minimum wage laws, as those wages are determined pursuant to Labor Code Section 1182.12 et seq. (“Minimum Wage Laws”).
Licensee shall indemnify, defend (with counsel reasonably approved by City) and hold the Indemnitees harmless from and against all Claims which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of minimum wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781), whether or not any insurance policies shall have been determined to be applicable to any such Claims. It is further agreed that City does not and shall not waive any rights against Licensee which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or Licensee’s deposit with City of any of the insurance policies described in this Agreement. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. Licensee’s indemnification obligations set forth in this Section 6.C shall not apply to Claims arising from the gross negligence or willful misconduct of the Indemnitees.
D. Pesticide, Herbicide Use. Licensee agree not to apply pesticides, insecticides, fungicides, herbicides, or other chemical treatments on the Property, except with the prior written consent of the City Manager. At his or her sole discretion, the City Manager may either approve or disapprove of any chemical treatments.
E. Property Management. Licensee shall comply with the Farm Workplan in carrying out the required Management Services. The City reserves the right to request additional Management Services, at the discretion of the City Manager, at any time during the term of this Agreement; provided, however, Licensee shall have the option to terminate this Agreement, in accordance with Section 26, if the additional Management Services requested by the City would result in undue burden on Licensee, as determined is Licensee’s sole discretion. Except as otherwise set forth in the Farm Work Plan and Exhibit C, Licensee shall have no responsibility for management, maintenance, or operation of the Property.
F. Responsibility for Visitors. Licensee may host visitors, educational classes, and special events in accordance the Farm Workplan. Licensee will provide the City with notice of any special events anticipated to exceed 30 visitors no later than ninety (90) calendar days before the date Licensee plans to host the event, unless waived by the City Manager. Licensee will not allow visitors to enter structures that are not suitable for public entry. Licensee will ensure that all activities are conducted in accordance with the Farm Workplan, licensing and other laws and will ensure that each visitor signs a release, waiving any and all Claims against City that arise from visitor’s presence on the Property.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 G. Access Routes; Interference. The License includes a non-exclusive license to enter on and use the established access routes and the right of ingress and egress to and from the Property for the purposes of conducting Farm Workplan activities on the Property and providing the Management Services.
H. Improvements. Except as otherwise agreed to in writing by the City, and subject to Section 6.J, below, any changes in infrastructure, fencing, signage, structures or other improvements necessary to implement the Farm Workplan will be funded by Licensee at no cost to the City. If not included in the Farm Workplan, they must be submitted to the City Manager, and/or the Open Space District, as may be required, for written approval prior to any changes.
I. Repair and Maintenance.. All repair and maintenance of improvements installed by the Licensee, or any damage thereto due to the negligence of the Licensee, shall be the obligation of the Licensee. All minor repair expenses associated with improvements not installed by Licensee at the Licensed Premises up to $5,000 per repair or on-going maintenance and utility expenses of up to $2,000 per month shall be performed by the Licensee; provided however, that no more than four times per year Licensee may incur maintenance expenses as approved by the City Manager. Except as described under Section 7, all other maintenance and repair of the Licensed Premises shall be the obligation of the City, subject to the discretion of the City Manager and available budget to perform the work.
Licensee shall immediately notify the City Manager in writing of the need for maintenance and repair of the Licensed Premises that is the responsibility of the City.
Licensee will use its best efforts and due diligence to deliver the Management Services at the Licensed Premises in accordance with the terms and conditions set forth in this Agreement, the Farm Workplan and policies recommended from time to time by City or by Licensee and approved by City.
J. City Contribution. As agreed to annually in the Farm Work Plan, and subject to budget availability, the City will provide operational funding support for community programming, events and general property maintenance to promote engagement at the Property and Licensed Premises. Unless otherwise agreed in a specific case and subject to the City’s sole discretion, City will arrange for and construct all capital (non-maintenance) improvements. Capital improvements generally are the construction of significant new or replacement infrastructure or structures on the Licensed Premises. Determination of whether work constitutes a capital improvement is within the City’s sole discretion. All capital improvements performed by the City are subject to a mutually agreeable schedule, funding availability, and approval by the City.
K. Temporary Structures. Licensee will have the right to erect, maintain, and remove at Licensee expense, a temporary fence on the Licensed Premises, provided that such fence, including removal, does not damage the Property in any way. Any planned placement or construction of moveable buildings, temporary DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 structures, or signage must be included in the Farm Workplan or otherwise approved by the City in advance.
L. Reimbursement of Farm Expenses. City shall reimburse Licensee for expenses associated with activities approved in the Farm Workplan and maintenance or repairs required of Licensee as set forth in Section 6.I.
Licensee shall submit an itemized invoice to the City Manager no more frequently than monthly for reimbursement of authorized expenses associated with Farm Workplan. All expenses incurred during the City fiscal year (July 1- June 30), must be submitted no later than August 1 of each year. The City will reimburse Licensee for authorized expenses within thirty (30) days of receipt of the invoice.
M. Inspection of Property. City, its contractors and agents, together with the Open Space District, shall have the right to enter in or upon the Property and the Licensed Premises at any time to examine or inspect the same and to perform such construction, improvement, repair, or alteration as City Manager, in his or her opinion, may deem necessary and to post notices of non-responsibility.
7. Damages to Property and Licensed Premises. Licensee shall bear responsibility for the cost of any and all damages to or on the Property or Licensed Premises and improvements thereon caused by Licensee’s operations or by any act or omission of Licensee, unless such damages are caused by reasonable wear and tear, as determined by City, or caused by the sole negligence or willful misconduct of the City or Other Licensees.
8. Indemnity. Licensee shall indemnify, defend (with counsel reasonably approved by the City), and hold harmless the Indemnitees from and against any and all Claims, including reasonable attorneys’ fees, or liabilities of any kind, arising out of or in connection with Licensee’s actions or inactions relating to this Agreement or Licensee’s failure to comply with any of its obligations contained in this Agreement, except such loss or damage caused by the sole negligence or willful misconduct of the City or Other Licensees. Licensee’s obligations under this Section shall survive the expiration or earlier termination of this Agreement.
9. Release. City makes no representations or warranties whatsoever regarding the condition of the Property or the Licensed Premises, including, without limitation, the suitability or fitness of the Property or the Licensed Premises for the permitted uses. Licensee shall be solely responsible for any damage or harm whatsoever suffered by Licensee, its employees, agents, contractors, servants, licensees, invitees, livestock and other property, and hereby releases, waives and discharges the City and its officers, officials, agents, employees, and volunteers from any claims and demands arising out of such damage or harm. Licensee is aware of the provisions of California Civil Code Section 1542 which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OTHER SETTLEMENT WITH THE DEBTOR.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 As relates to this Section, Licensee hereby waives and relinquishes all rights and benefits which Licensee may have under California Civil Code Section 1542. _______________
Licensee’s Initials
10. Liens and Other Encumbrances. Licensee shall keep the Property free and clear of any and all liens and other encumbrances.
11. Insurance. Throughout the Term, Licensee’s will maintain in full force and effect a comprehensive insurance policy applicable to Licensee’s use of the Property with limits of liability of at least:
A. General Liability: $2 million per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Property or the general aggregate limit shall be twice the required occurrence limit. Licensee’s general liability statement will name City, its respective officers, officials, agents, employees, and representatives as additional insureds. Licensee will also maintain such other insurance as required by law.
B. Automobile Liability: $1 million per accident for bodily injury and property damage.
C. Workers Compensation: Licensee’s shall provide workers compensation insurance in the amounts required by the State of California.
D. Insurance Requirements. All policies of insurance required hereunder shall be provided by insurance carriers licensed to issue such policies in the State of California and which have a current A.M. Best’s rating of no less an A:VII.
Prior to the Effective Date, Licensee’s shall furnish City with certificates of insurance in form acceptable to City evidencing the required insurance coverage and duly executed endorsements evidencing such additional insured status. The certificates shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, termination or non-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, termination or non-renewal. Coverage provided by Licensee shall be primary insurance and shall not be contributing with any insurance, or self-insurance maintained by City, and the policies shall so provide.
The insurance policies shall contain a waiver of subrogation for the benefit of the City.
12. Taxes.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 A. NOTICE IS HEREBY GIVEN THAT THE PROPERTY INTEREST TO BE
CREATED BY THIS AGREEMENT AND TO BE VESTED IN LICENSEE
PURSUANT TO THIS AGREEMENT MAY BE SUBJECT TO THE
PAYMENT OF POSSESSORY INTEREST TAXES LEVIED ON SUCH
INTEREST. THIS NOTICE IS GIVEN PURSUANT TO CAL. REVENUE & TAXATION CODE SECTION 107.6.
B. Licensee’s shall pay any and all taxes assessed as a result of the treatment of Licensee’s interest under this Agreement as a possessory interest under the Revenue and Taxation Code of the State of California. Licensee’s shall also pay before delinquency, all taxes or assessments which may be levied or assessed during the term of this Agreement on all animals and other personal property owned or placed on the Property by Licensee.
13. Assignment. This License is personal to Licensee and may not be transferred or assigned, except with the prior written consent of the City. If, during the term of this Agreement, any Other Licensee on the Property remains in default under their license agreement with the City after expiration of all applicable cure periods, the City may offer, in writing, to cause the assignment of the defaulted license agreement to Licensee before issuing the defaulted license to another entity. Licensee shall have thirty (30) days to accept that assignment of the defaulted license agreement and assume the obligations thereunder. Upon mutual agreement of the Licensee and City, the City may assign the defaulted license agreement to the Licensee.
14. Amendment. This Agreement can be amended only by a written instrument executed by the City and Licensee.
15. Waiver. The waiver by either Party of any term, covenant, or condition contained in this Agreement shall not be deemed to be a continuing waiver of such term, covenant, or condition, or any subsequent breach of the same or any other term, covenant, or condition in this Agreement.
16. No Rights in Third Parties. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies hereunder on any third party, nor is anything in this Agreement intended to relieve or discharge any obligation or liability of any third party to any Party hereto, nor shall any provision in this Agreement give any third party any right of subrogation or action over or against any Party to this Agreement.
17. Time of Essence. Time is and shall be of the essence of the performance of this Agreement.
18. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California and the City of Cotati Municipal Code.
19. Successors and Assigns. The provisions, terms, and conditions of this Agreement shall bind and inure to the benefit of the Parties, their heirs, successors, executors, administrators, and permitted assigns. Licensee shall not assign, sublicense or transfer its rights or obligations under this Agreement without the prior written consent of the City.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
20. Relationship of Parties. The Parties intend by this Agreement to establish the relationship of Parties only, and do not intend to create a partnership, joint venture, joint enterprise, or any other business relationship other than that of Parties. At all times during the term of this agreement, Licensee and Licensee employee’s, agents and any approved subcontractors or assigns shall be independent contractors and are not employees of City. Notwithstanding any other local, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Licensee and any of its employees, agents, and approved subcontractors or assigns providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City.
21. Remedies Cumulative. No remedy or election of remedies provided for in this Agreement shall be deemed exclusive, but shall be cumulative with all other remedies at law or in equity. Each remedy shall be construed to give it the fullest effect allowed by law.
22. Severability. If any provision of this Agreement or the application thereof to any person or circumstance, shall to any extent be or become invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
23. Notices, Payments, and Demands. All notices, payments, and demands of any kind which either Party may require or desire to serve on the other in connection with this Agreement shall be in writing and may be served (as an alternative to personal service) by first class mail, postage prepaid and addressed to the Party to be served as follows:
City: City Manager
201 West Sierra Avenue
Cotati, CA 9493 I
707-665-3622
Licensee: Farmster
Attn: Dustin DeMatteo
[email protected]
Either Party may change its address by giving notice of such change to the other Party in the manner provided in this Section. All notices and other communications mailed in accordance with this Section shall be deemed communicated as of the earlier of (i) actual receipt or (ii) the fifth day following deposit in the United States Mail.
24. Integration. This Agreement, including any Exhibits hereto, contains all of the agreements and understandings of the Parties with respect to any matter mentioned in this Agreement, and supersedes and terminates all prior and contemporaneous agreements between Parties with respect to the matters covered in this Agreement.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
26. Default and Termination. Unless otherwise set forth in this Agreement, either Party may terminate this Agreement with or without cause upon delivery of not less than 30 days’ advance written notice delivered in accordance with Section 23. If the City or Licensee provides written notice of a default of the terms of this Agreement either Party has thirty (30) days to cure the default. If the default cannot by its nature be cured within such thirty (30) day period, then the City or Licensee will have an additional thirty (30) days to cure the default. A termination for cause pursuant to this provision shall not prejudice or waive any rights or remedies in law which one Party may have against the other.
In the event of a life, health or safety issue on the Licensed Premises, as determined by the City Manager, the City may immediately terminate this Agreement and of all Licensee activities on the Property and the Licensed Premises. City may take any remedial action to abate the life, health or safety issue, at the discretion of City.
The Parties agree to make a good faith attempt to resolve any dispute arising out of this Agreement through mediation prior to commencing litigation. The foregoing does not in any way limit the City’s legal remedies, including but not limited to the remedies set forth herein. The Parties shall mutually agree upon the mediator and shall divide the costs of mediation equally.
Upon termination of this Agreement, Licensee will, at Licensee’s expense, surrender the Property and Licensed Premises in good order and condition, reasonable wear and tear excepted, and will remove all of Licensee’s personal property. Except as may otherwise be agreed in writing by City and Licensee at the time of installation, all permanent improvement and alterations to the Property, including all equipment, furniture, furnishings, tools, supplies, inventory and other property of City in the possession of Licensee, other than trade fixtures owned by Licensee, will belong to City. Licensee may retain ownership of, and will remove, all sheds, mobile buildings, signs, and other non-permanent improvements Licensee may have made to the Property. Licensee shall deliver to City copies of all books, records and files in possession of Licensee relating to the management, maintenance, operation, marketing and use of the Property, and all keys, combinations to locks, and other security devices on the Property.
Licensee shall assign all existing contracts, if any, relating to the operation, maintenance, and marketing of the Property as City directs in writing. Licensee shall render such assistance as City may reasonably request to facilitate an orderly transition in the management of the Property.
27. Construction and Interpretation. It is agreed and acknowledged by Licensee that the provisions of this Agreement have been arrived at through negotiation, and that Licensee has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 IN WITNESS WHEREOF, Parties have executed this Agreement as of the day and year first written above.
CITY: LICENSEE
______________________________ ______________________________ Damien O’Bid, City Manager Licensee: Dustin DeMatteo
ATTEST:
______________________________
Lauren Berges, City Clerk
APPROVED AS TO FORM:
______________________________
John Bakker, City Attorney
3870403.1
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 9/1/2021
Enter Description
Exhibit A: Veronda Falletti Ranch License Areas
0 Miles 0.02
Scale 1: 1,200
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 • , 1
\,'
J
RECORDING REQUESTED BY AND
RETURN TO:
Sonoma County Agricultural
Preservation and Open Space District
575 Administration Drive, Room 102A
Santa Rosa, CA 95403
Free Recording per Gov't Code Sec 6103
2008095027
OFFICIAL RECORDS OF
SONOMA COUNTY
FIDELITY NAT'L TITLE CO.JANICE ATKINSON
10/17/2008 08:00 DEED 22 PGS
RECORDING FEE: 0.00
PAID
DEED AND AGREEMENT
BY AND BETWEEN
THE CITY OF COTATI
AND
THE SONOMA COUNTY AGRICULTURAL PRESERVATION
AND OPEN SPACE DISTRICT
THE City of Cotati, a municipal corporation (hereinafter referred to as GRANTOR), and the Sonoma County Agricultural Preservation and Open Space DISTRICT, a public agency formed pursuant to the provisions of Public Resources Code sections 5500 et seq. (hereinafter DISTRICT), its successors and assigns, agree as follows:
RECITALS
A. GRANTOR is the owner in fee simple of certain real property (hereinafter "the Property") located in Sonoma County and more particularly described in Exhibit A, attached hereto and made a part of hereof.
B. In 1990 the voters of Sonoma County approved the creation of DISTRICT and the imposition of a transactions and use tax by the Sonoma County Open Space Authority ("the Authority"). The purpose for the creation of DISTRICT and the imposition of the tax by the Authority was to preserve agriculture and open space by acquiring interests in appropriate properties from willing sellers in order to meet the mandatory requirements imposed on the County and each of its cities by Government Code sections 65560 et seq. and by the open space elements of their respective general plans. In order to accomplish that purpose, DISTRICT entered into a contract with the Authority whereby, in consideration of that entity financing DISTRICT's acquisitions, DISTRICT agreed to and did adopt an acquisition program that was in conformance with the Authority's voter approved Expenditure Plan.
Falletti Ranch Conservation Easement 08.20.08.doc
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1 DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 C. On August 27, 2008, GRANTOR's City Council approved the Falletti Property Acquisition and determined that the plan was consistent with the GRANTOR's General Plan.
D. On July 31, 2008, the Authority's Board of Directors, in its Resolution Number 2008-013, determined that GRANTO R's request for funding for acquisition of the Falletti Property was consistent with the Authority's Expenditure Plan and authorized the expenditure of funds through District's Competitive Matching Grant Program because the funding will provide for the preservation of much needed open space within an urban area, and as well improve outdoor recreational access for urban residents.
F. DISTRICT has the authority to acquire conservation easements by virtue of Public Resources Code section 5540 and possesses the ability and intent to enforce the terms of this Agreement.
THEREFORE, in consideration of the foregoing recitations and of the mutual covenants, terms, conditions, and restrictions herein set forth and other valuable consideration receipt of which is hereby acknowledged, GRANTOR and DISTRICT agree as follows:
1. Grant and Acceptance of Conservation Easement. Pursuant to the common and statutory law of the State of California including the provisions of Civil Code sections 815 to 816, inclusive, GRANTOR hereby grants to DISTRICT and DISTRICT accepts a conservation easement (hereinafter "this Easement" or "the Easement") in the Property in perpetuity.
2. Statement of Purpose. It is the purpose of this Agreement to preserve the open space, recreational and educational, agricultural, natural resource and scenic values of the Property, and each of them, and to prevent any uses of the Property that will significantly impair or interfere with those values. Specifically, the Property, situated at the comer of West Sierra Avenue and East School Street in Cotati, consists of one 4.37-acre rural parcel surrounded on all sides by urban development. The preservation of the Property provides vital open space in the City of Cotati for active outdoor public recreational, educational and agricultural activities integral to preserving the open space character of the City of Cotati.
Specifically, the Property will be developed for a public park with agricultural uses and this Easement will preserve these uses in perpetuity. These purposes, as further defined by the provisions of this Agreement, are generally referred to collectively hereinafter as "the Conservation Purpose of this Easement".
Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 GRANTOR intends that this Agreement will confine the uses of the Property to the following, which are consistent with the conservation purpose of this Agreement: (a) active outdoor public recreational and educational activities, (b) agricultural activities, and ( c) habitat restoration and enhancement activities.
3. Affirmative Rights Granted to the DISTRICT. GRANTOR conveys the following rights to DISTRICT:
3.1 Protecting Conservation Values. DISTRICT shall have the right to identify, preserve and protect the Conservation Values of the Property; and
3.2 Property Inspections. DISTRICT shall have the right to enter upon the Property and to inspect, observe, and study the Property for the purposes of (i) identifying the current uses and practices thereon and the condition thereof, (ii) monitoring the uses and practices regarding the Property to determine whether they are consistent with this Easement, and (iii) enforcing the terms of this Easement pursuant to Sectiori 13 below.
Entry shall be permitted at least once a year at reasonable times, upon 24 hours' prior notice to GRANTOR, and shall be made in a manner that will not unreasonably interfere with GRANTOR's use and quiet enjoyment of the Property pursuant to the terms and conditions of this Easement. Each entry shall be for only so long a duration as is reasonably necessary to achieve the inspection, monitoring and subsequent enforcement, if applicable, but may not be limited to a single physical entry during a single twenty-four hour period.
3.3 Approval of Certain Activities. DISTRICT shall have the right to review and approve proposed uses and activities as more specifically set forth in Section 5 and Exhibit B herein, and in accordance with Section 7.
4. GRANTOR 's Reserved and Restricted Rights. Any activity on the Property or use of the Property which is inconsistent with the Conservation Purpose of this Easement is prohibited. Without limiting the generality of the foregoing, the activities and uses as set forth in Exhibit B attached hereto are expressly reserved or restricted. This list does not constitute an exhaustive recital of consistent and inconsistent activities and uses, but rather, (a) establishes specific allowed and prohibited activities and uses and (b) provides guidance in determining the consistency of other activities with the Conservation Purpose of this Easement pursuant to the procedure set forth in Section 7 of this Easement.
5. GRANTOR's Reserved Rights. In addition to the express rights reserved in Exhibit B, GRANTOR reserves to itself and to GRANTOR's personal representatives, heirs, successors and assigns, all rights accruing from its ownership of the Property, including the Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 right to engage in, or permit or invite others to engage in all uses of the Property that are not expressly prohibited or restricted herein and are not inconsistent with the Conservation Purpose of this Easement.
The allowed uses, practices and rights to improve the Property which are not retained by GRANTOR above or allowed under Exhibit B are hereby extinguished. In the event that such extinguishment is determined to be unlawful or otherwise unenforceable, then those uses, practices and rights contributing to the improvement of the Property are hereby assigned by GRANTOR to DISTRICT. Neither GRANTOR nor DISTRICT shall use or receive the benefit from any increase in allowable uses, practices and rights to improve the Property, that are inconsistent with this Easement, resulting from any change in applicable governmental land use regulations.
6. Merger of Parcels. GRANTOR acknowledges that the Property currently consists of a one parcel as shown on the current Sonoma County Assessment Roll.
GRANTOR further acknowledges that one or more additional parcels may exist on the Property through the recognition of previously unrecognized parcels created by patent or deed conveyances, subdivisions, lot line adjustments, surveys, recorded or unrecorded maps or other documents and, that existing or future land use regulations might permit these parcels to be sold or otherwise conveyed separately from one another as separate legal parcels. It is the intent of GRANTOR and DISTRICT to prevent the separate conveyance of any of these parcels. To the extent not already accomplished as a condition precedent to the acceptance by DISTRICT of this Easement, GRANTOR shall apply for and pursue to completion an application to the County of Sonoma, or, such other governmental agency having jurisdiction, for the consolidation or merger of any existing parcels or claimed parcels of the Property into a single parcel. If the parcels cannot be merged because of their lack of contiguity or for any other reason, GRANTOR shall pursue and secure such other applicable legal restrictions so that no such existing parcels or claimed parcels may be separately sold or conveyed from the others or the property as a whole.
7. Notice and Approval Procedures. Some uses permitted by this Easement require that prior written notice be given by GRANTOR to DISTRICT, while other uses permitted by this Easement require the prior written approval of DISTRICT. Any activity proposed to be done or undertaken by GRANTOR which requires prior notice or the prior approval of DISTRICT shall be commenced only after satisfaction of the requirements of this Section and of Section 18. Notice shall be given or approval requested by using the appropriate form available at DISTRICT's offices. DISTRICT may consider notices and requests for approval in different forms, provided that all necessary information is provided to permit DISTRICT to make an informed judgment as to the consistency of the GRANTOR's request with the terms of this Easement.
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
7.1 Uses/Activities Requiring Notice to DISTRICT. GRANTOR shall deliver the notice to DISTRICT at least forty-five (45) days prior to the commencement of any use or practice requiring notification.
7.2 Uses/Activities Requiring Prior Approval from DISTRICT.
DISTRICT shall have forty-five ( 45) days from the receipt of a complete request for approval to review the proposed use or practice and to approve, conditionally approve, approve with modifications, disapprove or otherwise respond to the request. If the request for approval is approved, conditionally approved or approved with modifications, the requested use or practice may only be undertaken in accordance with the terms, conditions and modifications of the approval. DISTRICT's decision to disapprove a request for approval shall be supported by a finding that the requested use or practice is inconsistent with the Conservation Purpose of this Easement or that the request for approval is incomplete or inaccurate. The approval of the DISTRICT obtained in one circumstance shall not be deemed or construed to be a waiver by DISTRICT of any subsequent change in use or practice.
7.3 DISTRICT's Failure to Respond. Should DISTRICT fail to post its response to GRANTOR's request for approval within forty-five (45) days of the receipt of said notice, GRANTOR shall send a second notice by registered or certified mail. Should DISTRICT fail to respond to the second notice within ten (10) days of the receipt thereof, GRANTOR may appeal to DISTRICT's Board of Directors.
7.4 Non-Permitted Uses; DISTRICT's Approval. In the event GRANTOR desires to commence a use or practice on the Property which is not expressly reserved or prohibited in Exhibits Band C or Section 5, GRANTOR shall seek DISTRICT's prior written approval of such use or practice in accordance with the procedure set forth in Section 7 .2 above. The exercise of any use or practice pursuant to a right not expressly reserved in Exhibit B or Section 5 may constitute a breach of this Easement and be subject to the provisions of Section 13.
8. Costs and Liabilities Related to the Property.
8.1 Maintenance of the Property. GRANTOR agrees to bear all costs and liabilities of any kind related to the operation, upkeep, and maintenance of the Property and does hereby indemnify and hold DISTRICT harmless therefrom. Without limiting the foregoing, GRANTOR agrees to pay any and all real property taxes, fees, exactions and assessments and each of them levied or imposed by local, state or federal authorities on the Property. GRANTOR shall be solely responsible for any costs related to the maintenance of Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 general liability insurance covering acts on the Property. Except as specifically set forth in Section 9.2 below, DISTRICT shall have no responsibility whatever for the operation of the Property, the monitoring of hazardous conditions thereon, or the protection of GRANTOR, the public, or any third parties from risks relating to conditions on the Property. GRANTOR hereby agrees to indemnify and hold DISTRICT harmless from and against any damage, liability, claim, or expense (including attorneys' fees) relating to such matters. Without limiting the foregoing, DISTRICT shall not be liable to GRANTOR or any other person or entity in connection with consents given or withheld hereunder, or in connection with any entry upon the Property occurring pursuant to this Easement, or on account of any claim, liability, damage, or expense suffered or incurred by or threatened against GRANTOR or any other person or entity, except as such claim, liability, damage, or expense is the result of DISTRICT'S negligence, gross negligence, or intentional misconduct.
8.2 Hazardous Materials. Notwithstanding any other provision of this Easement to the contrary, the parties do not intend and this Easement shall not be construed such that (1) it creates in DISTRICT the obligations or liabilities of an "owner" or "operator" as those words are defined and used in environmental laws, as defined below, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 United States Code, sections 9601 et seq. and hereinafter "CERCLA") or (2) it creates in DISTRICT the obligations or liabilities of a person described in 42 United States Code section 9607(a)(3) or (3). DISTRICT has the right to investigate and remediate any hazardous materials, as defined below, associated with the Property or ( 4) DISTRICT has any control over GRANTOR'S ability to investigate and remediate any hazardous materials associated with the Property. GRANTOR represents, warrants and covenants to DISTRICT that GRANTOR'S use of the Property shall comply with all environmental laws as that phrase is defined below. For the purposes of this Easement:
i. The term "hazardous materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 United States Code sections 1801 et seq.), the Resource Conservation and Recovery Act of 1976, as amended (42 United States Code sections 6901 et seq.), sections 25117 and 25316 of the California Health & Safety Code, and in the regulations adopted and publications promulgated pursuant to them, or any other federal, state, or local environmental laws, ordinances, rules, or regulations concerning the environment, industrial hygiene or public health or safety now in effect or enacted after this date of this Easement.
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 ii. The term "environmental laws" includes, without limitation, any federal, state, local or administrative agency statute, regulation, rule, ordinance, order or requirement relating to environmental conditions or hazardous materials.
9. Indemnities.
9.1 GRANTOR'S Indemnitv. GRANTOR shall hold harmless, indemnify, and defend DISTRICT, its agents, employees, volunteers, successors and assigns, from and against damages, liabilities, claims and expenses, including reasonable attorneys' fees, arising from or in any way connected with (i) injury to or the death of any person, or physical damage to property resulting from any act, omission, condition or other matter related to or occurring on or about the Property, except as such damage, liability, claim or expense is the result of the negligence, gross negligence, or intentional misconduct of DISTRICT (it being the intent of this provision to limit GRANTOR'S indemnity to the proportionate part of DISTRICT'S damage, liability, claim or expense for which GRANTOR is responsible); and (ii) the obligations specified in Section 8. In the event of any claim, demand, or legal complaint against DISTRICT, the right to the indemnification provided by this Section 9.1 shall not apply to any cost, expense, penalty, settlement payment, or judgment, including attorneys' fees, incurred prior to DISTRICT'S written notice of such claim, demand, or legal complaint to GRANTOR, unless GRANTOR has acquired knowledge of the matter by other means, nor to any costs, expenses, or settlement payment, including attorneys' fees, incurred subsequent to that notice unless such cost, expense, or settlement payment shall be approved in writing by GRANTOR, which approval shall not be unreasonably withheld.
9.2 DISTRICT'S Indemnitv. DISTRICT shall hold harmless, indemnify, and defend GRANTOR, its heirs, devisees, successors and assigns, from and against all damages, liabilities, claims and expenses, including reasonable attorneys' fees, arising from or in any way connected with injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Property and attributable to DISTRICT, except to the extent that such damage, liability, claim or expense is the result of the negligence, gross negligence, or intentional misconduct of GRANTOR (it being the intent of this provision to limit DISTRICT'S indemnity to the proportionate part of GRANTOR'S damage, liability, claim or expense for which DISTRICT is responsible). In the event of any claim, demand, or legal complaint against GRANTOR, the right to the indemnification provided by this Section 9.2 shall not apply to any cost, expense, penalty, settlement payment, or judgment, including attorneys' fees, incurred prior to GRANTOR'S written notice of such claim, demand, or legal complaint to DISTRICT, nor to any costs, expenses, or settlement payment, including attorneys' fees, incurred subsequent to that notice unless such cost, expense, or settlement Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 payment shall be approved in writing by DISTRICT, which approval shall be in DISTRICT'S sole discretion. DISTRICT hereby also agrees to hold harmless, indemnify and defend GRANTOR from and against all damages, liabilities, claims and expenses, including attorneys' fees, asserted against GRANTOR by any officer, agent, employee, or volunteer of DISTRICT, for personal injury and/or property damage arising out of any inspection or visit to the Property by any such officer, agent, employee or volunteer of DISTRICT, except to the extent that such injury is attributable to the negligence, intentional act or willful misconduct of GRANTOR.
10. Public Access to the Property. Nothing in this Easement shall be construed to preclude GRANTOR's right to grant access to third parties across the Property, provided that such access is allowed in a reasonable manner and is consistent with the Conservation Purpose of this Easement and so long as such activity is undertaken subject to the terms and conditions of this Easement.
11. Interpretation and Construction. To the extent that this Easement may be uncertain or ambiguous such that it requires interpretation or construction, then it shall be interpreted and construed in such a way that meets the Conservation Purpose of this Easement. It is the intention of the parties that any interpretation or construction shall promote the Conservation Purpose of this Easement.
12. Baseline Documentation for Enforcement. District acknowledges that the present uses of the Property are consistent with the Conservation Purpose of this Easement.
In order to establish the present condition of the Property, DISTRICT has prepared a Baseline Documentation Report which will be maintained on file with DISTRICT and which is intended to serve as an objective information baseline for monitoring compliance with the terms of this Easement. The parties agree that the Baseline Documentation Report provides an accurate representation of the Property at the time of the execution of this Easement.
13. Remedies for Breach.
13.1 DISTRICT's Remedies. In the event of a violation or threatened violation of any term, condition, covenant, or restriction contained in this Easement, DISTRICT may, following notice to GRANTOR, which notice shall contain a reasonable and specific cure period, institute a suit to enjoin and/or recover damages for such violation and/or to require the restoration of the Property to the condition that existed prior to such violation. The notice shall be a general written notification of the condition claimed by the DISTRICT to be a violation that is either mailed or otherwise delivered by DISTRICT to GRANTOR. If DISTRICT reasonably determines that circumstances require immediate action to prevent or mitigate damage to the values protected by this Easement, DISTRICT Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 may pursue its remedies under this paragraph without waiting for the cure period to expire, and shall have the right, upon the giving of 24 hours' notice, to enter the Property for the purpose of assessing damage or threat to the Conservation Values protected by this Easement and determining the nature of curative or mitigation actions that should be taken.
DISTRICT's rights under this Section apply equally in the event of either actual or threatened violations of the terms of this Easement, and GRANTOR agrees that DISTRICT's remedies at law for any violation of the terms of this Easement are inadequate and that DISTRICT shall be entitled to the injunctive relief described herein, both prohibitive and mandatory, in addition to such other relief, including damages, to which DISTRICT may be entitled, including specific performance of the terms of this Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies.
13.2 DISTRICT'S Discretion. Enforcement of the terms of this Easement shall be at the sole discretion of DISTRICT, and any forbearance by DISTRICT to exercise its rights under this Easement in the event of any breach of any term of this Easement by GRANTOR shall not be deemed or construed to be a waiver by DISTRICT of such term or of any subsequent breach of the same or any other term of this Easement. Any failure by DISTRICT to act shall not be deemed a waiver or forfeiture of DISTRICT'S right to enforce any term, condition, covenant, or purpose of this Easement in the future.
13.3 Liquidated Damages. Inasmuch as the actual damages resulting from the loss or depreciation of the Conservation Values of the Property and caused by its breach by GRANTOR are uncertain and would be impractical or extremely difficult to measure, the parties agree that the damages allowed by Civil Code section 815.7(c) shall be measured as follows:
(a) For an improvement prohibited by this Easement, an amount equal to the product of (i) the market value of the improvement, (ii) the length of time that the improvement exists on the Property (in terms of years), and (iii) the then current annual interest rate for post judgment interest; and
(b) For an activity or change in use prohibited by this Easement, whether or not it involves an improvement, an amount equal to any economic gain realized by GRANTOR because of the activity or change in use; and (c) For an activity or change in use prohibited by this Easement, whether or not it involves an improvement and where there is no measurable economic gain realized by GRANTOR, the product of (i) the cost of restoration, as set forth in a written estimate by a qualified person selected by DISTRICT, (ii) the length of time that the Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 prohibited activity or use continues (in terms of years) and (iii) the then current annual interest rate for post judgment interest.
13.4 GRANTOR'S Compliance. If DISTRICT, in the notice to GRANTOR, demands that GRANTOR remove an improvement, discontinue a use or both and claims the damages allowed by Civil Code section 815.7(c), then GRANTOR may mitigate damages by fully complying with DISTRICT'S notice within the cure period provided therein. In the event oflitigation arising out of the notice, brought either by GRANTOR or by DISTRICT, in which GRANTOR prevails, then GRANTOR shall be entitled to economic damages; provided, however, that neither DISTRICT nor GRANTOR shall be entitled to damages where DISTRICT has not claimed damages in its notice.
13.5 Remedies Nonexclusive. The remedies set forth in this Section 13 are not intended to displace any other remedy available to either party as provided by this Easement, Civil Code sections 815 et seq. or any other applicable local, state or federal law.
14. Acts Beyond GRANTOR'S Control. Nothing contained in this Easement shall be construed to entitle DISTRICT to bring any action against GRANTOR for any injury to or change in the Property resulting from causes beyond GRANTOR'S control, including, without limitation, fire, flood, storm, and earth movement, or from any prudent action taken by GRANTOR under emergency conditions to prevent, abate, or mitigate significant injury to the Property resulting from such causes so long as such action, to the extent that GRANTOR has control, is designed and carried out in such a way as to further the Conservation Purpose of this Easement.
15. Condemnation. In the event that the Property or some portion thereof is condemned for public use by an entity other than DISTRICT, the market value for purposes of just compensation shall be determined as though this Easement did not exist and GRANTOR and DISTRICT shall share the compensation on the following basis:
GRANTOR 1 % and DISTRICT 99%. These percentages are derived from the purchase price paid for the fee title of the property before being encumbered by the conservation easement. In the apportionment of the proceeds from an eminent domain proceeding, an adjustment shall be made in GRANTOR's favor for any increase in value after the date of this Easement that is attributable to improvements; provided such increase in value is earned through GRANTO R's efforts and is not the result of value added by this easement, the passage of time or other passive means; and provided, further, that such increase in value is not the result of activities constituting a breach of this Easement.
16. Agreement to Bind Successors. The Easement herein granted shall be a burden upon and shall continue as a restrictive covenant and equitable servitude running in Falletti Ranch Conservation Easement 08.20.08.doc
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 perpetuity with the Property and shall bind GRANTOR, GRANTOR's heirs, personal representatives, lessees, executors, all persons claiming under GRANTOR, and GRANTOR's successors, including but not limited to purchasers at tax sales, and assigns forever. The parties intend that this Easement shall benefit and burden, as the case may be, their respective successors, assigns, heirs, executors, administrators, agents, employees, and all other persons claiming by or through them pursuant to the common and statutory law of the State of California, including, inter alia, Civil Code sections 815-816.
17. Subsequent Deeds and Leases. GRANTOR agrees that a clear reference to this Easement will be made in any subsequent deed, or other legal instrument, by means of which any interest in the Property (including, but not limited to, a leasehold interest) is conveyed, that GRANTOR will attach a copy of this Easement to any such instrument, and that GRANTOR will notify DISTRICT in writing ten (10) days prior to any such conveyance. These obligations of GRANTOR shall not be construed as a waiver or relinquishment by DISTRICT of rights created in favor of DISTRICT by this Easement.
18. Notices. All notices, (including requests, demands, approvals, or communications) under this Easement shall be in writing.
18.1 Method of Delivery. Notice shall be sufficiently given for all purposes as follows:
(a) When personally delivered to the recipient, notice is effective on delivery.
(b) When mailed first class to the last address of the recipient known to the party giving notice, notice is effective on delivery. ( c) When mailed by certified mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt. ( d) When delivered by overnight delivery with charges prepaid or charged to the sender's account, notice is effective on delivery if delivery is confirmed by the delivery service.
( e) When sent by telex or fax to the last telex or fax number of the recipient known to the party giving notice, notice is effective on receipt as long as (1) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery or (2) the receiving party delivers a written confirmation of receipt. Subject to the foregoing requirements, any notice given by telex or fax shall be considered to have been received on the next business day if it is received after 5 p.m. (recipient's time) or on a nonbusiness day.
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
18.2 Refused, Unclaimed, or Undeliverable Notices. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the notice was refused, unclaimed, or considered undeliverable by the postal authorities, messenger, or overnight delivery service.
18.3 Addresses. Addresses for purposes of giving notice are set forth below:
To GRANTOR: Dianne Thompson, City Manager
City of Cotati
201 West Sierra A venue
Cotati, CA 94931
To DISTRICT: Andrea Mackenzie, General Manager
Sonoma County Agricultural Preservation
and Open Space District
7 4 7 Mendocino A venue
Santa Rosa, CA 95401
19. Entire Agreement; Severability. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in a written amendment executed by GRANTOR and DISTRICT and recorded by the Sonoma County Recorder. In the event any provision of this Easement is determined by the appropriate court to be void and unenforceable, all remaining terms and conditions will remain valid and binding.
20. Estoppel Certificates. DISTRICT shall, at any time during the existence of the Easement, upon not less than thirty (30) days' prior written notice from GRANTOR, execute and deliver to GRANTOR a statement in writing certifying that the Easement is unmodified and in full force and effect ( or, if modified, stating the date of execution and date of recording of the respective amendment) and acknowledging that there is not, to DISTRICT'S knowledge, any default by GRANTOR hereunder, or, if DISTRICT alleges a default by GRANTOR, specifying such default. DISTRICT's obligation to deliver the statement of certification is conditioned on GRANTOR's reimbursing DISTRICT for all costs and expenses reasonably and necessarily incurred in its preparation as determined by DISTRICT's General Manager.
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 IN WITNESS WHEREOF, GRANTOR and DISTRICT have executed this Easement this day of tJc.fahecl] ~ , 20 &~ .
ATTEST:
GRANTOR:
By:
~~=~c-;ip::=s:=:o:':".n'.""", -;C~ity~M~an=--:a::-=g::--::e-=-rOT ATI (The signatory warrants and represents to
DISTRICT that she has been authorized by the
City to execute this Agreement)
::ST~k--
Mike Kerns, President
Board of Directors
~ ~JJ ~ ~ ·D::-
Robert Deis, Clerk of tne Board of
Directors
[ACKNOWLEDGEMENTS]
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DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Sonoma } ss
On September 25, 2008, before me, Tamara L. Taylor, Notary Public, personally appeared Dianne Thompson who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
~-······--···· @ TAMARA L. TAYLOR
_ Commission # 1562042 ~ i Notary Public • California f Sonoma County -
My Comm. Expires Apr 18, 200
Notary Seal
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
•
State of California
County of __ S_o_n_o_m_a __________ _ }
On ~, /P/tML i'!ate
before me, Carol E. Woodson, Notary Public Here Insert Name and Title of the Officer personally appeared __ M_1_· _k_e_K_e_r_n_s _____ ____,.,---,-,-.,...,,,...-----,--,-------------- Name(s> of Signer(s)
T"' COMM. #1738257
NOTARY PUBLIC-CALIFORNIA
SONOMA COUNTY ..... My Comm. Expires APRIL 12, 2:1.-l:
Place Notary Seal Above
who proved to me on the basis of satisfactory evidence to be the personW whose name~ islat=e--subscribed to the
within instrument and acknowledged to me that
hc/shotthoy executed the same in his/hertthoir authorized capacity(ies), and that by his/her:/their cignatur~n the instrument the person(s), 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 __ ~~~-=-£.,.... ¼__...,...,.,.~-:----c:---c--c----- si9nature of Notary Public
OPTIONAL------------
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document D d d Ag t b t th c · t f c t t · d ee an reemen e ween e 1 yo o a 1 an Title or Type of Document: AP0SD for Conservation Easement Falletti Ranch Document Date: ____________________ Number of Pages: ________ _ Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: _____________ _
D Individual
D Corporate Officer - Title(s):
D Partner - D Limited D General
D Attorney in Fact
D Trustee
D Guardian or Conservator
D Other: _________ _
Signer Is Representing: ____ _
RIGHT THUMBPRINT
OF SIGNER
Top of thumb here
Signer's Name: ______________ _
0 Individual
D Corporate Officer - Title(s): ________ _
D Partner - D Limited D General
□ Attorney in Fact
□ Trustee
□ Guardian or Conservator
□ Other: __________ _
Signer Is Representing: ____ _
RIGHT THUMBPRINT
OF SIGNER
Top of thumb here
• ©2007 National Notary Association• 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 EXHIBIT "A"
Legal Description
The land herein referred to is situated in the State of California, County of Sonoma, City of Cotati, and is described as follows:
Beginning at a point in the center line of Valparaiso Avenue, South 6° 30' West 169.7 feet from the Northwest corner of Villa Lot No. 4 as shown on a Map of Plan entitled, "Plan of the Townsite of Cotati, being Subdivision No, 6 Rancho Cotati", which Map or Plan was filed in the office of the County Recorder of Sonoma County, California June 7, 1893; thence North 64° 19' East 460.3 feet to the center line of Olaf Street; thence along the center line of Olaf Street Southerly to the center line of Roblar Avenue; thence along the center line of Roblar Avenue, Southerly to its junction with Stony Point Road; thence continuing along the center line of Roblar Avenue Northwesterly 482.4 feet to the center line of Valparaiso Avenue; thence along the center line of the last mentioned Avenue, North 6° 30' West 82 feet, North 6° 30' East 160.3 feet to the point of beginning.
Excepting therefrom all that portion as described in the Grant Deed recorded February 9, 1949, in Book 859, at
APN: 144-250-008
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
EXHIBITB
PERMITTED USES AND PRACTICES
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The following uses and practices, though not necessarily an exhaustive recital of consistent uses and practices, are permitted under this Agreement, provided that they are undertaken in accordance with the terms and provisions of this Agreement and that all applicable governmental approvals and permits are properly obtained and followed:
1. Consistent Uses: To use or lease the Property consistent with the Conservation Purpose of this Agreement.
2. Residential Uses: To use or lease the existing farmhouse and water tower on the Property for residential or caretaking uses, consistent with the Conservation Purpose of this Agreement.
3. Recreational Uses: To utilize the Property for low intensity recreational or educational purposes, including, but not limited to, hiking, nature study, picnicking, and establishment of public trails. Any activities as provided for in this Paragraph which result in significant surface alteration or development of the land require the approval of DISTRICT.
4. Agricultural Uses: To utilize the Property for appropriate agricultural uses including a community garden or small farm for the cultivation of vegetables, flowers, fruit and nut trees, berries and other seasonal fruits, low-intensity livestock grazing, and poultry production.
5. Historic Uses: To utilize the existing farmhouse, water tower and barns on the Property for a museum and other educational activities related to the rural, agricultural traditions of the Property.
6. Construction of Structures and Other Improvements: GRANTOR may undertake construction, reconstruction, or other improvement of the Property only as provided below:
a. Construction. To construct, erect or place non-residential structures and improvements in connection with the historic uses, low intensity recreational and educational uses and active agricultural uses, water supply, or water quality activities and uses as provided in this Agreement, including, but not limited to, picnic tables, trail improvements, restroom facilities, water supply/quality facilities, and additional barns and a 1,500 square foot museum structure, provided, however, that new structures are constructed or placed in close proximity of the existing farmhouse residence and barns and the total sum of the land area covered with existing and new structures does not exceed more than 10,000 square feet. No structure on the Property shall exceed 24 feet in height. GRANTOR shall deliver to DISTRICT written request for approval of such construction, erection or placement in accordance with the provisions set forth in this Agreement. DISTRICT's approval shall specifically consider design and location and shall be based upon its finding that the proposed construction, erection or placement is consistent with the conservation purpose of this Agreement. Additional boundary fencing deemed by GRANTOR to be reasonably necessary may be constructed without DISTRICT's consent. Such fencing shall be constructed to allow visibility.
B-1
Falletti Ranch - Permitted Uses 09/23/08
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 b. Replacement of Improvements. In the event of destruction, deterioration or obsolescence of any improvements conforming to the requirements of this Agreement, whether existing at the date hereof or constructed subsequently pursuant to the provisions of this Agreement, GRANTOR may replace same with ones of similar size, function, capacity and location, provided that GRANTOR obtains the prior written approval of DISTRICT in accordance with the provisions set forth in Paragraph 5 of this Agreement.
In the event of destruction, deterioration or obsolescence of any fences or other similar improvements, whether existing at the date hereof or constructed subsequently pursuant to the provisions of this Agreement, GRANTOR may replace same with ones of similar size, function, capacity and location, without prior notice to or approval by DISTRICT, provided, however, that such replacement is consistent with the Conservation Purpose of this Agreement.
c. Maintenance and Repair of Improvements. To maintain, repair and restore improvements on the Property without prior notice to or approval by DISTRICT provided, however, that such, maintenance and repair is consistent with the Conservation Purpose of this Agreement.
7. Water Resources: To develop new springs or wells; with the approval of DISTRICT, to develop sewage disposal leaching systems and additional water storage facilities associated with the recreational activities as provided in this Agreement, provided however, that such facilities are located so as to minimize visual impacts. Such uses further shall be developed in a manner consistent with the conservation purpose of this Agreement.
8. Signs: To place signage on the Property associated with permitted recreational or educational purposes, the size of which shall individually not exceed two (2) square feet, and one sign to identify the Property which shall not exceed twenty-four (24) square feet.
9. Easements: To continue use of existing easements ofrecord granted prior to this Agreement.
Modifications to easements of record as of this date and subsequent easement requests from GRANTOR or third parties require the approval of DISTRICT in accordance with the provisions set forth in Paragraph 5 of this Agreement. New easements may only be granted where they will remove or significantly lessen the impact of existing easements of record on the protected values set forth in the conservation purpose of this Agreement. It is the primary duty of the GRANTOR to enforce the limiting provisions of new easements and easements of record granted prior to this Agreement.
10. Animal Control: To control predatory and problem animals by the use of selective control techniques consistent with policies promulgated by the Sonoma County Agricultural Commissioner and other governmental entity having jurisdiction.
11. Restoration and Enhancement: To undertake conservation practices which promote soil stabilization and reduce erosion in accordance with sound, generally accepted practices.
Approval of DISTRICT in accordance with the provisions set forth in Paragraph 5 of this Agreement is required when conservation practices involve significant surface alteration.
B-2
Falletti Ranch - Permitted Uses 09/23/08
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
12. Fire Management: To undertake vegetation management activities for the purpose of fire control and/or natural resource management and promotion of biodiversity. Such methods may include prescriptive burning, limited grazing or limited brush removal on the Property.
DISTRICT shall receive prior notification of such activities.
13. Removal of Non-Native Plants: To remove invasive, non-native plant species that threaten or impede the growth of native species.
B-3
Falletti Ranch - Permitted Uses 09/23/08
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
EXHIBITC
PROHIBITED USES AND PRACTICES
The following uses and practices, though not necessarily an exhaustive recital of inconsistent uses and practices, are inconsistent with the purposes of this Agreement and shall be prohibited upon or within the Property:
1. Impairment of Conservation Purpose: To impair the conservation purpose, except as otherwise expressly provided in this Agreement.
2. Other Uses: To establish any residential, agricultural, commercial or industrial activity or use, except as provided for in Exhibit B.
3. Signs: To construct, place, or erect any sign or billboard except as provided in Paragraph 7 of Exhibit "B".
4. Construction: To construct, reconstruct, or replace any structure or improvement except as provided in Exhibit "B."
5. Motorized Vehicles: To use motorized vehicles, except by GRANTOR or others under GRANTOR'S control, for permitted property management activities, for recreational, resource management or water supply or water quality activities, for inspections by DISTRICT, for emergency and fire control purposes, and for uses pursuant to deeded rights that pre-date this agreement. To use motorized vehicles off roads except when necessary for emergency or fire control purposes.
6. Dumping: To dump or accumulate trash, ashes, garbage, waste, inoperative vehicles or other unsightly material on the Property. /
7. Water and Soil Degradation: To cause degradation of or erosion of the soil, or pollution of any surface or subsurface waters.
8. Storage of Equipment and Materials: To store work materials which may be visible from public roadways such as pipes, culverts, fencing, heavy equipment and the like, except while work is in progress and not for any period exceeding ninety (90) days.
9. Utilities: To install new above-ground utility systems within pre-existing or new easements, including, without limitation, water, sewer, power, fuel and communication lines and related facilities and equipment, except to serve recreational, water supply water quality and/ or property management activities or uses as provided in this Agreement. New easements may only be granted where they will remove and significantly lessen the impact of pre-existing easements on the conservation purpose of the Agreement.
C-1
Falletti Ranch - Prohibited Uses 09/23/08
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
10. Surface Alteration or Excavation: To alter the contour of the Property in any manner whatsoever including, but not limited to, excavating or removing soil, sand, gravel, rock, peat or sod, except in connection with public outdoor recreation, habitat restoration or enhancement activities and uses as provided in this Agreement and subject to approval of DISTRICT in accordance with the provisions set forth in Paragraph 5 of this Agreement.
11. Mining: To explore, develop, or extract minerals or hydrocarbons by any mining method, surface or otherwise.
12. Tree Removal: To remove or destroy any native trees; provided, however, that GRANTOR shall have the right to cut or remove trees as reasonably necessary to control insects and diseases, prevent personal injury and property damage, and to allow construction or repair of recreational structures and improvements.
13. Hunting: To hunt, trap or otherwise willfully kill wildlife for food or sport.
C-2
Falletti Ranch - Prohibited Uses 09/23/08
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
CERTIFICATE OF ACCEPTANCE
( Government Code Section 27281}
OFREALPROPERTYBYTHE
BOARD OF DIRECTORS OF THE
SONOMA COUNTY AGRICULTURAL PRESERVATION
AND OPEN SPACE DISTRICT
This is to certify that the interests in real property conveyed by the Conservation Easement Agreement dated QC--ftJbe,-J1f"-- , 2008, from the Gtyof Cotati, a municipal coiporation, to the Sonoma County Agricultural Preservation and Open Space District, a governmental agency formed pursuant to the provisions of Public Resources Code Section 5506.5, is hereby accepted by the President of the Board of Directors on behalf of the District pursuant to the authority conferred by Resolution No. 08-0762 of the Board of Directors, dated September 9, 2008 and the District consents to the recording thereof by its duly authorized officer.
Dated: /o/7 / 1K •
ATTEST:
Robert Deis, derk"of the$oard of Directors . _:: - -: ,.
Sonoma County Agricultural Preservation and
Open Space District -~ _,
,-r.
By. ____
~-~ -=""---~-----
Mike Kerns, President
Board of Directors
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 Veronda-Falletti Ranch Open Space August 30, 2013
Work Plan Page 1 of 5
EXECUTIVE SUMMARY
This document constitutes a Work Plan for achieving the City of Cotati’s goals and obligations of the 2008 Faletti Ranch Conservation Easement Grant Deed and Matching Grant Agreement (hereafter, “Easement” and “Agreement,” respectively) between the City and the Sonoma County Agricultural Preservation and Open Space District. The Agreement assigns responsibility to the City to develop physical and programming improvements sufficient to provide public recreational, agricultural and educational uses on the property.
The Plan provides a description of the fundamental components that will become the park’s programming, a schedule for implementing the programming and a budget of expenditures for the City’s grant match.
WORK PLAN COMPONENTS
The Agreement sets forth implementation responsibilities for both the District and the City. It is the City’s responsibilities to develop and operate the property in accord with the intent established by the Agreement. The major use areas established by the Agreement, together with the details of the City’s intent are outlined below.
Public Outdoor Recreation and Education
The subject property is the center piece of the City’s park system. Funding for improvements and ongoing maintenance will come from the City’s municipal parks and open space budget.
As such, public recreation is fundamental to the long term programming of the property. The overall goal for the property is to create a small-scale demonstration ranch. While there are a variety of demonstration projects going on in the County, this demonstration will focus on achieving sustainable practices of a wide variety of activities on a small scale. It will be unique in that regard. The City will open the property to the public for the purposes of recreation and education. The recreation components will provide opportunities for the passive activities of viewing operations/activities and picnic/seating areas, as well as improvements for more active walking trails on both the perimeter of the property as well as its internal working areas. A series of trails will bring visitors into the internal areas of the property once the configuration is designed and implement according to operational needs.
The goal is to create a number of views into different activities; i.e., animal husbandry, gardening, sustainable practices, and habitat restoration/enhancement.
The property is located in the midst of three residential neighborhoods on a walking route utilized by a number of residents for daily exercise. It is also next to City Hall, with adjacent facilities and services such as community rooms which are used by the public to house a variety of activities, and ball fields which annually host the Rancho Cotati Little League.
Development of the recreation components will occur in phases. The first phase will consist of the development of a perimeter trail and a picnic area. The perimeter trail will provide active recreation opportunities and improves public safety by providing space for walkers, parents with strollers and those with mobility impairments to also enjoy the property. The perimeter trail will parallel West School Street which is a primary street in the City’s system, funneling pedestrian (and automobile) traffic from a number of surrounding residential DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 Veronda-Falletti Ranch Open Space August 30, 2013
Work Plan Page 2 of 5
neighborhoods. The trail will create safer and more convenient access to the property’s secondary frontage. The recent addition of sheep to the property pastures has created a focal point of interest and pedestrian traffic has increased significantly. At numerous times throughout the day, dog-walkers, fitness walkers and bicyclists stop to watch the sheep and cattle. This section of West School Street does not have sidewalks or bicycle paths, so the perimeter trail has been prioritized in order to create a safer environment in which to enjoy activities occurring on the property.
The City will develop capacity with our various partners to operate a comprehensive schedule of public education opportunities. The City will seek a primary partner who is responsible for: 1) oversight of the operation of the property for the purposes of sustainable farming/ranching; and, 2) coordination of like programs which serve to educate the public.
Identification of this primary partner will occur by this fall of this year.
Complementing the primary educational focus, will be a number of other options designed to meet broader needs and desires of the community. To date, the City has identified interest in the topic areas of backyard food production, ornamental gardening and landscaping, smallscale animal keeping, sustainable wood production, oak woodland habitat restoration and youth education/mentoring. Although the selection of partners will need to be dynamic and responsive to public needs, the City will identify core partners by early 2014.
The final piece of the educational component will be relocation of the historical museum from City Hall to the restored farm house. City residents are extremely proud of the scope and quality of the museum’s information and exhibit materials. Added to this already extensive collection, will be additional materials particular to the agricultural history of Cotati and the surrounding area. The farm house will need several repairs and upgrades before it is suitable to house the museum. For this reason, the museum component will be the last milestone in the educational programming of the property.
Agricultural Activities
The City was recently able to reintroduce grazing livestock to the property with the placement of approximately 13 young sheep and four head of cattle. The City was seeking to reintroduce livestock to the property which is an extremely popular use on the property with residents, as well as a low impact means of weed abatement. As expected, the animals are an unending source of interest with regular stops at the property edges by parents with young children, pedestrians and bicyclists passing by, and the general public.
The first step in establishing an operations program for the property will be to identify a partner whose central ethic is the care and preservation of agricultural lands. It is important that operations on the property represent best practices for stewardship. This is not only important for the long term health of this community asset but it will be the cornerstone of the public education which is the very heart of the City’s interest in long term protection of the property. The City is looking for a partner who is well versed in sustainable agricultural and land use practices and management.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 Veronda-Falletti Ranch Open Space August 30, 2013
Work Plan Page 3 of 5
Habitat Restoration & Enhancement
The property has several mature valley oak trees, along with numerous “volunteer” oaks which have grown up over the last few years. The trees provide shade, shelter and forage for both domestic and wild animals, and their long term health is vital for the property. Services of an arborist who can evaluate the needs of the trees and assist in implementing those needs is necessary.
In addition to the source of food and protection provided by the oaks, the property includes fruit trees and pasture lands. Both also serve as forage areas for birds and animals and a long term plan for restoration and enhancement of these assets is another core component of future activities on the site. The City will need to identify a source of this expertise, as well as a program partner(s) to oversee this effort and to provide educational opportunities around the theories and practices.
SCHEDULE FOR COMPLETION
Work has recently begun on the site signage as well as the perimeter trail and picnic area.
Signage design and interpretive text is currently being developed and should be finalized within the next 30 days. Solicitation for bids to cover work on the perimeter trail and picnic area were initiated in mid August and the last of those should be received by September 5th.
Work on those components can begin as soon as materials have been procured and work schedules allow.
Table 1 is a schedule of completion for all major tasks, as well as the long term (20 years) management of the programs and property maintenance.
COSTS
Table 2 is a breakdown of costs associated with the tasks set forth in Table 1. The costs included in this budget assume only those costs anticipated to be borne by the City. City costs include basic care and maintenance of the property as well as water infrastructure and supply. The budget does not include operational costs by program partners. Those costs are anticipated to be borne by the various organizations themselves with only costs of major capital improvements to be borne by the City. The City will participate in any way possible to assist our partners finance their operations. That assistance may be by participating in grant applications, helping to fundraise or by providing any needed expertise.
Task 22 is the ongoing maintenance of the property necessary for a safe and high quality public facility. These costs have been projected out for 20 years. ///
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 Veronda-Falletti Ranch Open Space August 30, 2013
Work Plan Page 4 of 5
Completion
1 Develop text for site signage Complete
2 Construct and install site signage In process
3 Develop and install program signage 2017 - Jan
4 Design and install picnic area 2015 - Oct
5 Design and install perimeter trail 2015 - Oct
6 Design and install interior circulation trails 2017 - Jan 7 Identify primary operating partner with expertise in one of the following areas:
sustainable agricultural practices, sustainable land management practices, farming/livestock operations, public education
2015 - Dec
8 Identify secondary partners w/particular expertise or program components 2016 - Mar 9 Design property improvements to accommodate program partners 2016 - May 10 Implement property improvements 2017 - Jan
11 Hold public meetings to introduce partners and operations 2016 - Apr 12 Establish curriculum and schedule for core components (historical area agricultural uses and practices; sustainable agricultural practices, habitat restoration) 2017 - Jan
13 Estabish potential special interest topics (e.g., master gardening, edible gardens, fiber sheds, bee-keeping) Ongoing
14 Develop list of improvements needed to restore existing farmhouse 2015 - Aug 15 Fundraising for restoration 2015 - Oct
16 Restore existing farmhouse for use as history museum 2016 - Oct 17 Open museum with exhibits of local & agricultural history 2016 - Dec 18 Determine needs for site resources (oaks, grasslands, soil) 2016 - Mar 19 Implement needed improvements/practices 2016 - Jun
20 Completion of major physical improvements 2017 - Apr 21 Completion of full program operations 2016 - Jul
22 Property upkeep and maintenance (see Notes) Ongoing
23 Monthly program meetings Ongoing
24 Monthly maintenance meetings Ongoing
NOTES:
1) Ongoing maintenance will consist of water supply costs and maintenance of supply lines, fencing maintenance and repair, tree trimming and maintenance, minor repairs to the farm house/museum, maintenance of the farm house/museum [painting, fencing, landscape maintenance and replacement, irrigation, heating/cooling systems] and staff time over 20 years. 2) All perimeter fencing to be replaced with Public Outdoor Recreation project.
Program Components and Tasks
Property Management and Maintenance
Signage
Public Outdoor Recreation
Public Outreach and Education
Agricultural Activities
Habitat Restoration / Enhancement
Table 1. Schedule of Completion, Major Tasks
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 Veronda-Falletti Ranch Open Space August 30, 2013
Work Plan Page 5 of 5
Total Cost
1 Develop text for site signage 1,960
2 Construct and install site signage 950
3 Develop and install program signage 5,095
4 Design and install picnic area 20,070
5 Design and install perimeter trail 34,135
6 Design and install interior circulation trails 64,480 7 Identify primary operating partner with expertise in one of the following areas: sustainable agricultural practices, sustainable land management practices, farming/livestock operations, public education 16,800 8 Identifysecondary partners w/particular expertise or program components 14,500 9 Design property improvements to accommodate program partners 6,330 10 Implement property improvements 18,460
11 Hold public meetings to introduce partners and operations 6,100 12 Establish curriculum and schedule for core components (historical area agricultural uses and practices; sustainable agricultural practices, habitat restoration) 7,200
13 Estabish potential special interest topics (e.g., master gardening, edible gardens, fiber sheds, bee-keeping) 7,200
14 Develop list of improvements needed to restore existing farmhouse 4,080 15 Fundraising for restoration 18,200
16 Restore existing farmhouse for use as history museum 267,800 17 Open museum with exhibits of local & agricultural history 11,700 18 Determine needs for site resources (oak trees, grass lands, soil) 42,900 19 Implement needed improvements/practices 4,490
20 Completion of major physical improvements 4,950
21 Completion of full program operations 2,300
22 Property upkeep and maintenance (see Notes) 2,777,500 23 Monthly program meetings 169,000
24 Monthly maintenance meetings 176,700
Anticipated City Expenditures 3,682,900$
Task
Table 2. Budget, Major Tasks
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
EXHIBIT C
LICENSE PROVISIONS SPECIFIC TO LICENSEE
Maintenance and Access
Licensee is responsible for the Licensed Premises and the Property between the external fence and public pathways/sidewalks (Exhibit A), including maintenance, scheduling of events, and public access. Licensee acknowledges that the License granted herein is non-exclusive, and that Licensee shall provide access to the Property and the Licensed Premises to any Other Licensee(s) in accordance with the Farm Work Plan or otherwise upon reasonable advance coordination; notwithstanding the foregoing, Other Licensee(s)’s access to the Property and Licensed Premises shall not be restricted by Licensee, except as otherwise agreed in writing between the Licensees.
Any additional terms and conditions regarding reasonable advance coordination of access to or through the Licensed Premises by Other Licensee(s) may be determined under separate agreement between Licensee and the Other Licensee(s), subject to City’s review prior to execution.
Management Services
The Property must be managed in accordance with the Conservation Easement, the approved City Work Plan, and the current Farm Work Plan, as may be amended. This includes, but is not limited to, weed abatement, pest abatement, and maintaining the Property in good repair and tidy appearance.
Grazing; Animals. In addition to other uses, the Licensed Premises are licensed to Licensee for the purpose of operating a demonstration farm, consistent with the terms of this Agreement. City shall have the right to prohibit or limit grazing if the City Manager determines that the soil moisture content is excessive or if the Licensed Premises is exhibiting signs of overgrazing.
Grazing will be accomplished in accordance with accepted good pasture management practices, good farming practices and animal husbandry. The City Manager shall have sole discretion to limit animal unit loading
Intellectual Property
City agrees that any and all intellectual properties, including, but not limited to, all inventions, designs, improvements, discoveries, developments, formulas, patterns, devices, processes, software programs, technical data, customer and supplier lists, and compilations of information, records, and specifications, and other matters constituting trade secrets as defined under California Civ. Code § 3426.1, that are conceived, developed, or written by Licensee, either individually or jointly in collaboration with others, pursuant to this agreement, shall belong to and be the sole and exclusive property of Licensee.
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771
EXHIBIT D
Hazardous Materials
“Hazardous Materials” means any substance, material or waste which is or becomes regulated by any federal, state or local governmental authority, agency or governmental body, and includes without limitation (i) petroleum or oil or gas or any direct or indirect product or by-product thereof; (ii) asbestos and any material containing asbestos; (iii) any substance, material or waste regulated by or listed (directly or by reference) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “toxic waste”, “toxic pollutant”, “toxic substance”, “solid waste” or “pollutant or contaminant” in or pursuant to, or similarly identified as hazardous to human health or the environment in or pursuant to, the Toxic Substances Control Act [15 U.S.C. 2601, et seq.]; the Comprehensive Environmental Response, Compensation and Liability Act [42 U.S.C. Section 9601, et seq.], the Hazardous Materials Transportation Authorization Act [49 U.S.C. Section 5101, et seq.], the Resource Conservation and Recovery Act [42 U.S.C. 6901, et seq.], the Federal Water Pollution Control Act [33 U.S.C. Section 1251], the Clean Air Act [42 U.S.C. Section 7401, et seq.], the California Underground Storage of Hazardous Substances Act [California Health and Safety Code Section 25280, et seq.], the California Hazardous Substances Account Act [California Health and Safety Code Section 25300, et seq.], the California Hazardous Waste Act [California Health and Safety Code Section 25100, et seq.], the California Safe Drinking Water and Toxic Enforcement Act [California Health and Safety Code Section 25249.5, et seq.], and the Porter-Cologne Water Quality Control Act [California Water Code Section 13000, et seq.], as they now exist or are hereafter amended, together with any regulations promulgated thereunder; (iv) any substance, material or waste which is defined as such or regulated by any “Superfund” or “Superlien” law, or any Environmental Law; (v) any material determined to be hazardous based on deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity or toxicity; or (vi) any other substance, material, chemical, waste or pollutant identified as hazardous or toxic and regulated under any other federal, state or local environmental law, including without limitation, asbestos, polychlorinated biphenyls, petroleum, natural gas and synthetic fuel products and by-products. 3871048.1
DocuSign Envelope ID: ADF6694F-B380-4BE9-8D7F-1604AC9EB771 Certificate Of Completion
Envelope Id: ADF6694FB3804BE98D7F1604AC9EB771 Status: Completed Subject: Please DocuSign: Farmster License Agreement .pdf Source Envelope:
Document Pages: 42 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 1 Lauren Berges
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 71.6.94.250
Record Tracking
Status: Original
11/16/2021 9:49:10 AM
Holder: Lauren Berges
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of Cotati Location: DocuSign Signer Events Signature Timestamp
Dustin DeMatteo
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 162.217.72.9
Signed using mobile
Sent: 11/16/2021 9:52:28 AM
Viewed: 11/16/2021 10:49:51 AM
Signed: 11/16/2021 10:50:42 AM
Electronic Record and Signature Disclosure:
Accepted: 11/16/2021 10:49:51 AM
ID: 6957f1f6-ed87-48f4-a463-1cc48d5e41d1
Damien O'Bid
[email protected]
City Manager
City of Cotati
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.6.94.250
Sent: 11/16/2021 10:50:50 AM
Viewed: 11/16/2021 11:23:45 AM
Signed: 11/16/2021 11:24:10 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Berges
[email protected]
City Clerk
City of Cotati
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 71.6.94.250
Sent: 11/16/2021 11:24:18 AM
Viewed: 11/16/2021 11:25:11 AM
Signed: 11/16/2021 11:25:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/16/2021 9:52:28 AM
Certified Delivered Security Checked 11/16/2021 11:25:11 AM Signing Complete Security Checked 11/16/2021 11:25:13 AM Completed Security Checked 11/16/2021 11:25:13 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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From time to time, Carahsoft OBO City of Cotati (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. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 2/26/2021 4:12:16 PM Parties agreed to: Dustin DeMatteo
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To request paper copies from Carahsoft OBO City of Cotati To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Carahsoft OBO City of Cotati To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify Carahsoft OBO City of Cotati as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Carahsoft OBO City of Cotati during the course of your relationship with Carahsoft OBO City of Cotati.