ACCESS AGREEMENT
This Access Agreement (“Access Agreement”) is entered into on this 14th day of April 2026 (the “Execution Date”), by and between Nestlé USA, Inc., a Delaware corporation (“Nestlé”) and the City of Ripon (“City”).
RECITALS
The following recitals are hereby incorporated into this agreement and made a part hereof:
WHEREAS, CITY owns the real property located at 259 North Wilma Avenue in Ripon, California, consisting of approximately 4 acres and which houses the Ripon City Hall and Police Department; and
WHEREAS, Nestlé is conducting certain work which includes, without limitation, investigation, monitoring and remediation in the vicinity of the Property under the oversight of the Central Valley Regional Water Quality Control Board (the “Water Board”) and work related thereto (the “Work”); and
WHEREAS, the parties agree that the Work will benefit the City, Nestlé, and owners of property in the vicinity of the Property and the City desires to have the Work occur; and WHEREAS, in order to complete the Work, it will be necessary for Nestlé and its consultants and contractors to, at a minimum, conduct the following activities (collectively, the “Activities”): site preparation (marking locations and performing utility clearance), soil borings, monitoring well installation, monitoring well development and surveying, groundwater sampling, monitoring well decommissioning, borehole sealing and surface restoration at the location shown in the attached Figure 1. It is estimated that the work can be completed within 5 to 10 working days and that groundwater sampling of any wells would be performed on a quarterly basis thereafter, until the Water Board allows for the wells to be removed. The timeframe for monitoring is not currently defined and may exceed 10 years; and WHEREAS, each monitoring well will be completed inside a metal well box with a secure, traffic-rated lid, set in concrete that is nearly flush to ground surface but slightly raised and sloped to avoid ponding of rainwater. The surface completion will be secured with bolts and the monitoring well will be fitted with a locked cap to prevent tampering; and WHEREAS, Nestlé will remove the monitoring well by decommissioning in accordance with State of California well standards after the Water Board allows for the wells to be removed, or the City requires the well to be removed for other reasons. Nestlé will remove the monitoring well completion during decommissioning and will restore surface conditions to match surrounding landscape and/or hardscape as appropriate after the well is decommissioned.
NOW, THEREFORE, the City and Nestlé agree as follows:
1. License. The City hereby grants Nestlé a non-exclusive temporary license, and not a grant of easement or any other interest in the Property, to enter and access the Property, including ingress and egress to perform the Activities on the Property. Nestlé shall exercise reasonable efforts to conduct the Activities with minimum disturbance to the City and upon completion of the Activities shall return the Property to the City in substantially the same condition that existed as when Nestlé entered the Property. All Activities performed by Nestlé, or the repair of any damage or the loss of production to the Property as a result of such Activities, shall be at Nestlé’s expense.
2. Notifications. Nestlé or its Consultant shall provide notification, which may be oral or by electronic mail, to the City ten (10) business days’ prior to conducting the Work, including for routine monitoring. The City shall notify Nestlé within five (5) business days of receipt of said notification as to whether Nestlé’s proposed date(s) and time(s) for the Work activities are acceptable. In the event the proposed date(s) and time(s) are unacceptable to the City, the City agrees to cooperate with Nestlé in scheduling a substitute date and time. Absence of a response from the City to Nestlé’s notification will be construed as acceptance of the City to the proposed date(s) and time(s) of the Work activities.
3. Term. This Access Agreement shall continue and shall not be revocable for so long as Nestlé is performing the Activities authorized by the Water Board (or activities related thereto). The parties agree that it would be inequitable to revoke or terminate this Access Agreement before the Work is completed.
4. Decommissioning. Upon the conclusion of Nestle's obligations to conduct the Activities or the Work, Nestle agrees to decommission and remove any monitoring wells or related infrastructure constructed pursuant to this Agreement in accordance with State of California well standards, but only with the approval of the agencies with jurisdiction, including the Central Valley Regional Water Quality Control Board and upon issuance of any required approvals, including well removal permits. Nestle agrees to restore surface conditions consistent with the surrounding landscape and/or hardscape as appropriate after the well or wells are decommissioned. Nestle agrees to conduct all such removal and restoration work at its sole expense. Should Nestle fail to remove any installed infrastructure as contemplated herein, the City may remove and restore the area and invoice Nestle for its costs of removal and restoration, plus an administrative fee of 10%. Nestle shall be responsible to the City for any and all attorneys' fees and costs associated with the collection of City's expenses and fees incurred as a result of Nestle's failure to perform its decommissioning, removal, and restoration obligations under this Section.
5. Compliance with Laws. Nestlé shall conduct the Activities in compliance with all applicable federal, state, and local laws and regulations.
6. Notices. Except as provided in Section 2 hereof, notices required under this Access Agreement shall be in writing and shall be given in person or sent by regular mail, overnight delivery services or e-mail to the party at its mailing address or e-mail address as set forth below or such other address as the party may later specify for that purpose by notice to the other party. Notice address as follows:
Nestlé: Nestlé USA, Inc.
Attn: Gregory Bosiljcic
30003 Bainbridge Road, Solon, Ohio 44139
[email protected]
City: City of Ripon
Attn: Kevin Werner
259 N. Wilma Ave., Ripon, CA 95366
[email protected]
7. Indemnification. Nestlé will indemnify and defend the City against all claims and demands by third parties arising out of any Activities performed on the Property by Nestlé or any agent or employee of Nestlé under this Access Agreement, except as a result of the City’s negligence or misconduct.
8. Non-Liability. Nothing in this Access Agreement shall constitute any admission that Nestlé is responsible for or liable in whole or in part for any contamination which is or shall be subsequently found in the groundwater wells on or in the proximity of the Property, nor shall Nestlé be required to assume any responsibility or liability pertaining to the contamination of any groundwater wells in proximity to the Property.
9. Insurance. At all times during the term of this Access Agreement, Nestlé shall maintain (i) Workers Compensation insurance with statutory limits, as required by the State of California, (ii) Employer’s Liability insurance with limits of no less than One Million Dollars ($1,000,000) per occurrence, (iii) Commercial General Liability insurance with limits of no less than Two Million Dollars ($2,000,000) per occurrence covering liability for bodily injury and property damage, and (iv) Automobile Liability insurance coverage with a limit of no less than Two Million Dollars ($2,000,000) per accident. The required total minimum limits of liability may be satisfied with primary limits or any combination of primary and umbrella/excess limits.
All liability insurance policies shall name the City, its officers, directors, employees, affiliates, successors, and assigns, as additional insureds as its interest may appear on Nestlé’s liability policies. Nestlé shall provide certificates of insurance reasonably acceptable to the City upon execution of this License. Nestlé shall waive all rights of subrogation against the City that it has under the foregoing policies.
10. Governing Law. This Access Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof.
11. Successors. This Access Agreement shall be binding on and shall inure to the benefit of the parties hereto and the respective assigns, agents, representatives, transferees, heirs, and successors of the parties and the Property.
12. Captions. The caption headings in this Access Agreement are for convenience of reference only and are not intended to be, and should not be construed as, a part of this Access Agreement.
13. Counterparts. This Access Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement. Signatures of the parties on this Access Agreement or any document delivered pursuant to this Access Agreement and transmitted by facsimile (or other electronic transmission including email of a PDF signature) shall be deemed to be original signatures for all purposes. At the request of a party, the parties shall confirm facsimile transmitted (or other electronic transmission including email of a PDF signature) signatures by signing an original document.
14. Warranty of Capacity to Sign Agreement. Each party warrants and represents that the individual signing this Access Agreement on its behalf has all required delegations of authority he or she needs to bind the party to this Access Agreement under law and that he or she signed this Access Agreement by his or her own free will. Each party further warrants that it is not relying upon any statement or representation made by the other party, or that party’s agents, employees, attorneys or servants, but is relying solely upon its own judgment.
IN WITNESS OF THIS ACCESS AGREEMENT, the parties have executed this Access Agreement as of the Execution Date.
City:
CITY OF RIPON
By: _____________________________
Name: __________________________
Title: _____________________________
Nestlé:
NESTLÉ USA, INC.
By: ______________________________
Name: ____________________________
Title: _____________________________
Gregory Bosiljcic
259 North
Wilma Ave
Proposed
Work Area
FIGURE 1
PROPOSED WORK AREA