1 LICENSE AGREEMENT FOR USE OF CATOR AND PUTNAM
BASEBALL FIELDS OWNED BY THE CITY OF COTATI
This License Agreement, revokable only as set forth in the termination provisions (herein referred to as the “Agreement” or “License”), is issued this 9 th day of May 2023 (“Effective
Date”) by and between the City of Cotati, a California municipal corporation (the “City”) and Nor Cal Oaks, a California nonprofit corporation (the “Licensee”, hereinafter designated as “Nor Cal Oaks”). City and Nor Cal Oaks are hereinafter collectively referred to as the “Parties.”
RECITALS
WHEREAS, the City owns, operates, and maintains Cator and Putnam Fields in the City of Cotati, which include baseball fields, fencing, backstop, dugouts, bleachers, restrooms, parking lots and snack shacks (collectively, the “Facilities” or “Facility”) as shown on Exhibit “A,” attached hereto and incorporated herein by reference; and WHEREAS, Nor Cal Oaks has committed an estimated $577,588 during the first twelve (12) months of the License, to improve the Facilities, as described in Exhibit “B”; and WHEREAS, Nor Cal Oaks has also committed to maintenance of the fields and a significant annual License payment to the City; and
WHEREAS, the City is agreeable to permitting Nor Cal Oaks to use the Facilities for the purpose of conducting youth baseball and softball activities, pursuant to the terms and conditions of this License set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the Parties agree as follows:
1. License. The City hereby grants to Nor Cal Oaks a License to use the Facilities, subject to all the terms and conditions of this Agreement. Nor Cal Oaks shall incur an annual License Fee in the amount of five-thousand dollars ($5,000.00) payable to the City upon execution of the Agreement and annually thereafter during an Extension Term.
2. Non-Exclusive License. The License granted is non-exclusive. The City shall continue to maintain control of the Facilities including, without limitation, the right to grant additional licenses for use of the Facilities in its sole discretion, in consultation with Nor Cal Oaks at times not already scheduled for use by Nor Cal Oaks.
3. Term of License. The term of the License shall commence on the Effective Date and shall continue through May 9th, 2033, unless City or Nor Cal Oaks terminates this License sooner (“Term”).
4. Use. Nor Cal Oaks’ use of the Facilities shall be limited and conditioned as follows:
2 a. Youth baseball and softball play, consistent with Nor Cal Oaks Rules and Regulations and responsible adult supervision at all times that the Facilities are in use by Nor Cal Oaks.
b. Use of the snack shack(s) for food service, as approved by the Sonoma County Health Department.
c. Storage of Nor Cal Oaks items in the snack shack(s) during the term of this Agreement. Upon request of the City, Nor Cal Oaks shall remove all stored items from snack shack(s) at the end of the Agreement. Storage of items is at Nor Cal Oaks’ sole risk.
d. Placement of semi-permanent banners and sponsor advertisements within baseball field fencing, provided, however, that Nor Cal Oaks shall remove all banners and advertising within two (2) weeks of the end of the term of this Agreement. Nor Cal Oaks will provide field banners for City of Cotati and Rancho Adobe Fire District at no charge for the life of the Agreement. e. Parking within designated parking areas at Cator and Putnam Fields. f. Upon request of the City, Nor Cal Oaks shall schedule youth baseball activities to meet the scheduling needs of the City’s Recreation Department, to be provided to Nor Cal Oaks by the City no later than January 1 and July 1 (or the next following City working day) each calendar year.
g. Herbicides or pesticides must be approved for use by the City prior to use on the Facilities.
5. Notification.
a. Nor Cal Oaks shall keep the City informed of all special events which have potential traffic impacts and scheduling changes pertaining to the use of the Facilities that may impact City operations.
b. Each year, by January 15 (or the next following City working day) Nor Cal Oaks shall provide the City with an updated contact list, including Board Member titles, phone numbers, and email addresses. c. Nor Cal Oaks shall send the City a calendar of all scheduled Nor Cal Oaks events at the Facilities on January 15 and July 15 (or the next following City working day) of each calendar year and any changes will be promptly communicated to the City Recreation Manager.
e. Nor Cal Oaks shall promptly notify the City of any maintenance or repair issues of the Facilities.
3 f. Nor Cal Oaks shall notify the City of all hazards and injuries occurring at the Facilities, as well as any action taken by Nor Cal Oaks with respect thereto, as promptly as possible, but in no event later than within fortyeight (48) hours of the occurrence or discovery of the hazard.
6. Maintenance and Operation.
a. Nor Cal Oaks shall be responsible for the maintenance and operation of the Facilities, all year, including without limitation:
i. Infields and outfields, which includes mowing, fertilizing, watering, pest control, filling gopher holes and reseeding the turf as needed;
ii. Infield dirt base paths;
iii. The repair and maintenance of all baseball related infrastructure, including, but not limited to, the snack shack(s), scoreboards; backstop, dugouts, fencing and bleachers, including painting as needed;
iv. Removal of hazards, including taking immediate action to secure, repair or close off any hazard or safety concern to persons using the Facilities;
v. Cleaning and maintaining the restrooms and water fountains in a sanitary condition, including keeping them stocked with toilet paper, paper towels and soap as applicable;
vi. Litter, garbage, and debris removal, including the provision for trash and recycling dumpsters and their removal; and
vii. Provision of portable toilets, as necessary.
b. The City shall be responsible for the following:
i. Maintenance of all water lines and irrigation systems; ii. Maintenance of the paved parking areas as needed;
iii. Water fountain repair and;
iv. Maintenance of the turf areas outside of the infield and outfield areas.
7. Alterations & Replacements. Nor Cal Oaks shall not make or permit any alteration, modification, or replacement (collectively “alterations”) of the Facilities without prior written City approval. If requested by the City, the details of planned Facility alterations shall be provided to the City Recreation Manager, including images of the alterations prior to initiating work for City review and advisement on consistency with park master plans and any permitting requirements. Depending on the scope of the requested alterations, plans, and specifications, permits may be required by the City. In addition, be advised that some alterations may also require the issuance of a building permit (roof, plumbing, electrical, etc.). Nor Cal Oaks shall be responsible for all costs thereof.
4 8. Utilities. The City shall transfer the accounts to Nor Cal Oaks within thirty (30) days of the Effective Date of this Agreement and pay for all electric, water, and sewer expenses related to the operation of the Snack Shack and restroom facilities located at Cator and Putnam Fields. In the event of a drought or other water restriction, Nor Cal Oaks shall comply with any watering restrictions with the understanding that watering will be permitted to allow for proper maintenance and to the extent needed to preserve the investment Nor Cal Oaks makes in rehabilitating the Cator and Putnam Fields.
9. Possessory Interest. In accordance with California Revenue and Taxation Code Section 107.6, the City is hereby notifying Nor Cal Oaks that this Agreement may create a property or possessory interest and such interest may be subject to property taxation if created, and Nor Cal Oaks may be subject to the payment of property taxes levied on the interest. Nor Cal Oaks expressly recognizes and understands that this Agreement may create a property or possessory interest subject to property taxation and that Nor Cal Oaks may be subject to the payment of property taxes levied on such interest.
10. Compliance with Laws. Nor Cal Oaks represents and warrants to City that Nor Cal Oaks and its officers, agents, employees and volunteers have all licenses, permits, qualifications and approvals of whatever nature that are legally required for Nor Cal Oaks, its officers, agents, employees and volunteers to provide the services, programs and activities contemplated by this Agreement and that it shall observe and comply at all times with all applicable federal, state, county and city statutes and ordinances, rules, regulations, directives, and orders of governmental agencies now in force or which may hereinafter be in force relating to or affecting the use of the License herein granted. Additionally, Nor Cal Oaks and its officers, agents, employees and volunteers shall provide an environment that is free from harassment and discrimination of any kind based on any legally protected status including but not limited to sex, gender, gender identity, race, color, religion, national origin, citizenship, ancestry, age, physical disability, mental disability, protected medical condition, marital status, sexual orientation, or any other characteristic prohibited by state or federal law.
11. Waste Nuisance. Nor Cal Oaks shall not commit, suffer, or permit the commission by others of:
a. Any waste or nuisance at the Facilities;
b. Any action or use of the Facilities which interferes or conflicts with the use thereof by the City or any authorized person; or
c. Any action at the Facilities in violation of any laws or ordinances.
12. Inspection. The City shall be permitted to enter and inspect the Facilities at any and all times.
13. Extent of Grant of License. This Agreement and the License herein granted are valid only to the extent of the City’s jurisdiction as a landowner or tenant of the Facilities. Acquisition of any other necessary permits or entitlements for use is the responsibility of Nor Cal Oaks.
NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A RELINQUISHMENT OF ANY RIGHTS NOW HELD BY THE CITY.
5 14. Release of Claims. Nor Cal Oaks hereby waives, releases, and discharges the City, its officers, officials, agents, employees and volunteers (collectively, “Indemnitees”) from all present and future Claims (defined in Section 23 herein) arising out of or in any way connected with entry upon or use of the Facilities by Nor Cal Oaks or its agents, employees, invitees, contractors or subcontractors, including without limitation all Claims arising in connection with any injury to persons or damage to or theft of vehicles, equipment, materials or any other personal property, except and to the extent caused solely by the gross negligence or willful misconduct of the Indemnitees. The provisions of this Section 14 shall survive the expiration or earlier termination of this Agreement.
15. License is Personal. The License herein granted is personal to Nor Cal Oaks and no right hereunder may be assigned, sublet, or otherwise transferred in whole or in part without the prior written consent of the City. Any attempt to assign, sublet or transfer same shall be of no force or affect whatsoever unless and until the City shall have given its written consent thereto.
The City may withhold its consent for any reason.
16. Termination. Each provision of this Agreement shall be deemed a condition of the right of Nor Cal Oaks to use or continue to occupy the Facilities. Notwithstanding anything stated to the contrary herein, if either party fails to perform any provision of this Agreement at the time and in the manner herein provided, including without limitation maintenance of required insurance, failure to make the improvements in Exhibit “B”, an act of God that makes the Facilities unsafe for the public and requires immediate City remediation, or City’s determination in its sole discretion that Nor Cal Oaks is operating in a manner that presents a health, safety or welfare threat to the participants, members of the public or the community, the Parties may immediately terminate this Agreement for cause. If the City or Licensee provides written notice of a default of the terms of this Agreement, delivered in accordance with Section 21, 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. At any time during the term of this Agreement, the Parties may mutually agree in writing to amend or terminate the Agreement. Upon termination Nor Cal Oaks shall promptly remove at its own expense all its equipment, inventory and fixtures from the Facilities and shall restore the Facilities to their original condition, ordinary wear and tear excepted, unless the City and Nor Cal Oaks agree in writing that such fixture shall remain a part of the Facilities. Upon Nor Cal Oaks’ failure to remove same within thirty (30) days of the stated termination date, it shall lose all right, title, and interest thereto and City may elect to keep, remove, or demolish same. City’s right of termination shall be cumulative to any other legal or equitable remedies available to City.
17. Nor Cal Oaks to Act in Independent Capacity. Nor Cal Oaks and its officers, agents, and employees shall act in an independent capacity and shall not represent themselves to be or be construed to be officers, agents, or employees of the City.
18. License Not a Lease. This Agreement does not constitute a lease but constitutes a mere license and Nor Cal Oaks is limited to the use of the Facilities expressly and specifically described above. Nor Cal Oaks shall have no right or privilege in any respect whatsoever to use any other part of the property of the City for any purpose whatsoever. Nor Cal Oaks hereby 6 disclaims any interest that when coupled with the License herein granted would render it irrevocable.
19. No Continuing Waiver. The waiver by the City of any breach of any of the provisions of this Agreement shall not constitute a continuing waiver of any subsequent breach of the same, or of any other provision of this Agreement.
20. Relationship. The Parties intend by this Agreement to establish the relationship of licensor and licensee only, and do not intend to create a partnership, joint venture, joint enterprise, or any business relationship other than that of licensor and licensee.
21. Contacts; Notices. The Parties desire to keep open lines of communication throughout the calendar year. To that end, the primary contacts for each Party are as follows:
City Nor Cal Oaks
For Field Maintenance Issues: Public Works Superintendent 201 West Sierra Avenue
Cotati, CA 94931
Business Hours 707-975-
7356
After Hours 707-792-4611
Jon Titus
Board Member
901 A St, Suite C
San Rafael, CA 94901
707-480-1708
Event Notices and All Other
Issues:
Recreation Manager
201 West Sierra Avenue
Cotati, CA 94931
Business Hours 707-792-
4600
After Hours 707-792-4611
Hilaire Sander
Board of Directors –
Secretary
901 A St, Suite C
San Rafael, CA 94901
206-650-1841
All notices given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addressed envelope and deposited in a United States post office for delivery by registered or certified mail, postage paid to the Parties at the aforementioned addresses.
22. Hold Harmless and Indemnification. To the maximum extent permitted by law, Nor Cal Oaks shall indemnify, defend and hold harmless the Indemnitees from and against any and all liability, claims, damages, demands, costs, losses and expenses, including without limitation court costs and attorneys’ fees (collectively, “Claims”) arising out of or in connection with Nor Cal Oaks’ entry upon or use of the Facilities or its negligent or willful failure to comply with any of its obligations contained in this Agreement, except to the extent caused by the negligence or willful misconduct of Indemnitees. The obligation to indemnify, hold harmless and defend City shall survive the expiration or earlier termination of this Agreement.
23. Insurance. Nor Cal Oaks agrees to obtain and keep in force during the life of this Agreement at Nor Cal Oaks’ expense, public liability and property damage insurance in a form, and with an insurer, acceptable and subject to the approval of the City, said insurance to protect against any liability to the public as a result of the use of or resulting from any accident occurring 7 in or about Cator Field, or other Facilities. Nor Cal Oaks agrees to maintain comprehensive insurance of Five Million Dollars ($5,000,000) minimum 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 Facilities or the general aggregate limit shall be twice the required occurrence limit, insuring against all liability of Nor Cal Oaks and its authorized representatives arising out of and in connection with Nor Cal Oaks use of the Facilities. Said insurance shall be provided on forms approved by the City of Cotati.
24. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, understandings, representations, or statements with respect thereto. This Agreement may be amended only by a written instrument executed by the Parties.
25. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect to the extent possible.
26. Governing Law; Venue. This Agreement and the rights and obligations thereunder shall be governed by and interpreted in accordance with the laws of the State of California. The venue for any action brought hereunder shall be a court of competent jurisdiction in Sonoma County.
27. No Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person other than the Parties any rights or remedies hereunder.
28. Authority. Each person executing this Agreement warrants that s/he has been duly authorized to execute the Agreement on behalf of the entity s/he represents and that this is a legally binding Agreement enforceable against the entity s/he represents in accordance with its terms.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
LICENSOR: LICENSEE:
CITY OF COTATI NOR CAL OAKS
By: ____________________________ By: _____________________________ Damien O’Bid [Name and Title]
City Manager
8 APPROVED AS TO FORM: ATTEST:
________________________
John Bakker Kevin Patterson
City Attorney Deputy City Clerk
9 EXHIBIT A
FACILITIES
Cator Field and Parking Lot
10 Putnam Park and Parking Lot
11 EXHIBIT B
COMMITTED INVESTMENT SUMMARY
Cost estimates for repairing Cator and Putnam fields:
Dirt, Rock Soil: $8,437.50
Trucking: $3,150.
Equipment: $50,000.
Sod: $132,000.
Sand: $20,000.
Irrigation: $70,000.
Fencing: $75,000.
Supplies: $25,000.
Stands: $20,000.
Snack Bar/Bathrooms: $10,000.
Dugouts: $10,000.
Gofer Wire: $54,000.
Putnam Backstop Netting: $75,000.
Labor: $25,000.
TOTAL: $577,587.50
5350733.1