Cotati City Council
Agenda Staff Report
Item type: REGULAR AGENDA (ACTION)
To: City Council
Subject: DISCUSS NORCAL OAKS LICENSE AGREEMENT
Date: June 11, 2024
Written by: Damien O'Bid, City Manager
Recommendation
It is recommended that the City Council review and discuss the license agreement with NorCal Oaks Little League and provide direction to staff, if any.
Background
Under Future Agenda Items on the May 14, 2024, Mayor Sparks requested that the license agreement with NorCal Oaks be brought back before the City Councl for discussion. Staff believes the purpose of this item is to discuss public access on the baseball fields.
The City owns, operates, and maintains Cator Field and Putnam Park Baseball Field which include baseball fields, fencing, backstops, dugouts, bleachers, parking lots, restrooms, and a snack shack. In February 2017, Cal Ripken Babe Ruth Baseball (Cal Ripken) entered a five-year license agreement for field use, which required basic maintenance of the fields but did not propose or require improvements. Due to years of neglect, Putnam and Cator Fields were unusable for organized sports and Cal Ripken pulled out in 2022.
In early 2023, NorCal Oaks, a 501(c)3 non-profit little league organization approached the City to use Putnam and Cator Fields. Due to the field conditions, extensive repairs would be necessary to use the fields for organized sports. Unlike prior little league teams, NorCal Oaks offered to fund the repair and upgrade of the baseball fields. Looking for home fields for their teams, they believed Cotati would be a perfect location to make their home. Given the central location and completely open schedule of the City fields, Nor Cal Oaks believed that it offered the opportunity to consistently hold their practices and games on a “home“ field rather than always needing to travel out of the area to play.
On May 9, 2023, the City Council authorized a 10-year license agreement with NorCal Oaks.
The license agreement, attached, included a commitment by NorCal Oaks to contribute up to $577,588 to completely overhaul Putnam and Cator Fields and a commitment by the City that NorCal Oaks had the first right to schedule the fields for little league use during the term of the license.
With the license agreement in place, NorCal Oaks began construction activities in July of 2023, which was substantially complete at Putnam in May 2024. With the recent scoreboard installation, the only remaining work at Putnam is final clean-up, including the irrigation valves and dug outs. Work at Cator Field is less complete, with remaining work including backstop fencing, installing the bleachers and dug out benches and scoreboard.
Despite the commitment of $577,588 for upgrading the fields, NorCal Oaks has invested $1.3 million in the fields to date, with a projected total investment to complete at approximately $1.4 million. The fields now have new turf and functioning drainage systems, new irrigation systems, new gopher wire under the entire fields, special infield clay used in major league fields, new fencing, new dugouts, new backstops, new foul ball netting, new scoreboards, new warm up bullpens (Putnam), new batting cages (Putnam), etc. They are essentially entirely new fields and have significantly exceeded the commitment in the license agreement.
In accordance with the license agreement, NorCal Oaks maintains and pays the utility bills for the baseball fields (mowing, irrigation, repairs, etc.). As stated earlier, NorCal Oaks also has the first right to schedule use of the field for their little league games and practices. NorCal Oaks provides the City with an advanced field schedule, which the City posts on the facility calendar located on the City website.
Based on the distance to the outfield fencing and the distance between home plate and the bases as well as the pitcher's mound, Putnam Field is intended for older little league practices and games (essentially through middle school aged). When complete, Cator Field is intended for younger little league teams and softball play, as the outfield fence is shorter and the distances from homeplate to the bases and pitcher’s mound is shorter. The City is also currently in the process of developing joint recreation uses on these new fields for the community.
Analysis/Discussion
Field Gates
During construction, the gates to the field at Putnam were locked by NorCal Oaks and construction areas outside the fencing were enclosed with orange construction fencing. This was intended to prevent the public from entering an active construction area. There is also an ongoing concern about protecting the turf from damage when saturated, which is primarily a winter issue. By April 2024, most of the heavy rainfall had passed, making the field playable. At that time, NorCal Oaks began using the Putnam Field regularly. Cator Field is not currently in use, as construction is still in progress, with an expected opening date in July 2024.
Initially, the gates at Putnam Field remained locked between uses. The batting cages were locked due to the expensive equipment and liability issues associated with people using that equipment without instruction or waivers. The field gates were locked to prevent damage to the field, primarily dogs off leash, bicycles on the turf, or any uses around heavy rainfall events.
Based on past experience, when not in active use, the bases are removed and locked up on-site to prevent theft. Also, the pitcher's mound and home plate areas are built out of specialty clay soils that must be covered after use to prevent damage.
At the request of City staff, the field gates were unlocked in mid-April and signage was posted at the main entry gate to Putnam Field citing the code prohibiting dogs on the field, requiring permits for group use, and providing contact information for NorCal Oaks if there were field issues or to request access. With the gate unlocked for about one week, NorCal Oaks began to experience immediate field issues, including:
• On multiple occasions, NorCal Oaks had to ask a woman and her off-leash dog to get off the field. This person was reportedly extremely rude and told them that they have a right to be on the field.
• They had to fix a hole dug by a dog, as well as collect dog poop prior to games/practices to prevent kids from stepping/slipping in it.
• They asked a group of boys to get off the field when it was muddy. They were playing mud football and ripping up the grass.
• They found beer cans in the dugouts on several occasions.
Given this experience and liability concerns, NorCal Oaks contacted the City staff to discuss alternatives to open access. Due to these issues, related field damage, and a mutual desire to preserve this facility for the public, staff discussed alternatives with NorCal Oaks staff.
Ultimately, staff settled on allowing NorCal Oaks to lock the field gates but update the signage to include clear language indicating that it was a public field, adding a QR code link to the field schedule on the City website and updating the NorCal Oaks phone number so people could schedule informal uses of the field. Group use would still be scheduled by the City per the City’s Park Policy.
With the recent completion of the field, using the current reservation and informal systems, staff is aware of the following other uses (in addition to the regular little league games and practices):
• A Co-ed adult softball team used the field.
• A man reached out and asked to use the bullpen. NorCal Oaks showed him how to repair it after use and how to lock up after use.
• Some high school kids requested to use the batting cage. NorCal Oaks had them sign a waiver and left them to lock it up.
• An elderly woman reached out and asked if she could just walk around on the grass, so this was subsequently arranged.
• A father and son requested to out and practice on the bases. NorCal Oaks supplied them the bases and asked them to leave them installed and inform NorCal Oaks when they were finished. NorCal Oaks cleaned up and put everything away.
Complaints
Staff has received two (2) complaints regarding the locked gates. One was a verbal complaint from a caller at the City Council meeting on May 14, 2024. The second was a woman who wanted to walk on the baseball field. She was provided access (see above) upon request.
Other Municipal Examples of Field Access Management
The following are some examples of neighboring communities where staff were able to get a timely response.
Town of Windsor
The “main” baseball fields at Keiser used by Cal Ripken youth league and Windsor High School are fenced and locked from public use. The groups that have a permit for the field are provided with the lock combo so they can access the field. They lock up when they leave. They change the lock combos as needed, typically once a year or so. At Esposti Park, the baseball field isn’t fenced in, but they have fence gates that lock access to the dugouts.
City of Healdsburg
Healdsburg has two park facilities that were locked at one time, but both are now open to the public for use. No other facilities have fencing to secure them. Recreation Park was locked ”for years“ but was unlocked during the COVID pandemic. The Healdsburg School District put in synthetic turf for their soccer field and locked the facility. At some point recently, the District stopped locking the facility.
City of Napa
Two fields are fenced and locked. They provide the combo to leagues and for permits and change it annually. The school district also rents their fields to the public. They have field attendants to open fields and parks crew does weekly inspections. They do field use by permit only and have a sign that says “Call for info”.
City of Petaluma
The City locks two of their fields - Miracle League Field, and the PCSF baseball field (brand new). Both of these fields have been locked since they were built, and the City issues keys to user groups. Use is by permit only. Due to extensive resources that went into them the City believes that they need to keep them more regulated than their other fields. No other park amenities besides restrooms are locked.
City of St. Helena
Fields are not locked, but they lock the grandstands and dugouts. Dogs off leash prohibited by ordinance and they have the Police Department enforce and do extra patrol.
City of Rohnert Park
In general, Rohnert Park does not lock their fields. The city does lock the service gates on baseball fields to prevent large unauthorized equipment from going onto the field. Users with permission are given keys so they can do field maintenance. Fields may also be locked in case of bad weather. If the field would be closed to the user due to rain then it isn‘t open to the public either. Users with special event permits for events such as tournaments can arrange to lock a field for a small amount of time leading up to the tournament and during it as part of their permit.
The users put a lot of effort to get the field ready for the event so it’s allowed to be locked overnight, for example.
City of Novato
No locks on baseball fields, but they do lock their pickleball courts during closed hours (dark).
The school district has been making improvements to their outdoor athletic facilities and are locking each of them, including tennis courts, tracks, synthetic fields, etc.. The district is currently working to develop a key fob system where residents can purchase a fob for lifetime use.
Potential Options
Putnam Park is currently undergoing significant improvements. The baseball field was the first part of this, but the upcoming City project will also add significant improvements, including a new fenced off-leash dog area and some new pathways and a bridge to the existing Laguana Pathway. Fundamentally, the issue isn’t use and normal wear and tear on the field; it’s misuse of the field that can cause expensive damage and potential liability. The most common issue is dogs off leash digging holes, but can also include playing on a saturated field, bicycles on the field, etc.. If not re-tarped after use, the home plate area and pitcher's mound clay can also dry out and get destroyed.
To address these issues while ensuring public access, there are some potential options:
• Schedule Open Public Field Times. This option appears to address the various needs, is low cost and can be implemented immediately is to add open public field times, like open swim hours in public swimming pools. These would be scheduled on the facility calendar and posted prominently at the field and potentially through media channels.
During these times, NorCal Oaks could set the field up to allow for free public use and close things down at the end of that time. Use of the batting cages would require liability waivers which NorCal Oaks would manage. As is currently the case, people could also still schedule any other available times. Once Cator Field is complete, these can work in concert.
• Key Fob System. This is a more expensive and complicated option, but the City could create a key fob system and allow check out at the police department. This would be checked out with a liability waiver. If the key fob is lost or not returned, it can be easily deactivated. Keys and keypad locks are too easily replicated and shared. This option would need to develop a system to instruct users on how to set out the bases, remove the tarps and lock everything up when done, or include coordination with NorCal Oaks.
It should also be noted that prior to the other city improvements at Putnam Park being completed, dogs off leash will continue to be an issue generally. Staff do receive complaints from residents about dogs off leash, particularly in the playground area and in the parking lot.
While most people love dogs, some people are terrified of them, and it creates a regular issue for those users at Putnam Park as well as other City parks. To be able to effectively enforce the leash laws and officially end the on-going ”pilot” off-leash program at Putnam Park, the City ordinance needs to be updated. This is on the FY 24-25 workplan and is scheduled to be completed in the first half of FY 24-25.
Recommendation
Given the various completing needs, staff recommend working with NorCal Oaks to immediately begin scheduling and publicizing open public field times. Additionally, actively working on completion of the design and construction at Putnam Park will provide more offleash and walking options. Updating the off-leash ordinance will improve enforceability and make the parks generally function better for all users.
Financial Considerations
No financial impact if the City Council chooses the staff recommendation. A key fob system and the related locks and gate hardware is estimated at approximately $20,000.
Environmental Issues
Reviewing the NorCal Oaks license agreement is not a project under CEQA as defined by Section 15378 of the CEQA Guidelines..
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:
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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.
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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.
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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.
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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 DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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 DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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: ____________________________
Damien O’Bid
By: _____________________________
Joe Poletto, President
City Manager
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 8 APPROVED AS TO FORM: ATTEST:
________________________
John Bakker Kevin Patterson
City Attorney Deputy City Clerk
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 9 EXHIBIT A
FACILITIES
Cator Field and Parking Lot
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 10 Putnam Park and Parking Lot
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F 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
DocuSign Envelope ID: 23AD5C14-BA04-4C53-A7CB-7B8393AF380F Certificate Of Completion
Envelope Id: 23AD5C14BA044C53A7CB7B8393AF380F Status: Completed Subject: Final Nor Cal Oak License Agreement, Cotati
Source Envelope:
Document Pages: 11 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Damien O'Bid
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EnvelopeId Stamping: Enabled
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[email protected]
IP Address: 71.6.94.250
Record Tracking
Status: Original
5/10/2023 12:32:32 PM
Holder: Damien O'Bid
[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
Joe Poletto
[email protected]
Member
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.215.119.2
Signed using mobile
Sent: 5/10/2023 12:39:23 PM
Viewed: 5/10/2023 2:54:57 PM
Signed: 5/10/2023 2:55:40 PM
Electronic Record and Signature Disclosure:
Accepted: 5/10/2023 2:54:57 PM
ID: e9fb902d-d269-4edd-958b-d9a206dbf1e5
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: 5/10/2023 2:55:41 PM
Viewed: 5/10/2023 2:59:54 PM
Signed: 5/10/2023 2:59:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
John Bakker
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 206.169.145.130
Sent: 5/10/2023 3:00:00 PM
Viewed: 5/10/2023 4:14:18 PM
Signed: 5/10/2023 4:14:25 PM
Electronic Record and Signature Disclosure:
Accepted: 5/10/2023 4:14:18 PM
ID: 11406108-85c9-4e78-b5ca-d583ef3d2bc9
Kevin Patterson
[email protected]
Deputy City Clerk
City of Cotati
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.6.94.250
Sent: 5/10/2023 4:14:26 PM
Viewed: 5/10/2023 4:17:05 PM
Signed: 5/10/2023 4:18:41 PM
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
Ashley Wilson
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/10/2023 4:18:43 PM
Viewed: 5/10/2023 4:39:25 PM
Electronic Record and Signature Disclosure:
Accepted: 11/8/2022 10:09:34 AM
ID: 1a3bce72-71bd-4717-a229-9f6174bbf638
Hilarie Sander
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/10/2023 4:18:44 PM
Viewed: 5/11/2023 7:10:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jon Titus
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/10/2023 4:18:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/10/2023 12:39:24 PM
Certified Delivered Security Checked 5/10/2023 4:17:05 PM Signing Complete Security Checked 5/10/2023 4:18:41 PM
Completed Security Checked 5/10/2023 4:18:46 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/20/2021 3:35:42 PM Parties agreed to: Joe Poletto, John Bakker, Ashley Wilson Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact Carahsoft OBO City of Cotati:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected] To advise Carahsoft OBO City of Cotati of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
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.