82816.00005\43207852.2
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
FREE RECORDING – GOVERNMENT CODE 27383
R&T 11922 DEED TO PUBLIC AGENCY, -0- TRANSFER TAX DUE
Por
tions of APNS: 060-060-064 and 060-060-059
EASEM
ENT AGREEMENT
This
Easement Agreement (“Agreement”), dated as of the date of the last signature set forth below (“Effective Date”) is made by and between the City of Santa Rosa, a municipal corporation (“City”) and Sonoma County Water Agency, a body corporate and politic, organized and existing under and by virtue of the laws of the State of California (“Grantee”), who agree as follows.
RECI
TALS
A. Gr
antee owns and operates a drinking water well (“Grantee’s Well”) on certain real property within Sonoma County Assessor’s Parcel Number 060- 060-063. Grantee’s Well is located within an area of Parcel Number 060-060-063 that is bounded on the south by Joe Rodota Trail and on the north by State Highway 12
B. City
owns certain real property commonly known as Brown Farm . Two of the parcels comprising Brown Farm are the subject of this Agreement. One subject parcel is located at 0 Sebastopol Road, Santa Rosa, California 95407 and identified as Sonoma County Assessor’s Parcel Number 060-060-064, and the other subject parcel is located at 2200 Llano Road, Santa Rosa, California 95407 and identified as Sonoma County Assessor’s Parcel Number 060 -060- 059 (collectively, the “Property”).
C. City
maintains certain portions of the infrastructure on the Property (the “Infrastructure”) to support City’s Recycled Water System.
D. Pur
suant to, and as further defined and restricted in, the Cooperative Agreement for the Transfer of Raw and Partially Treated Well Water Between Sonoma County Water Agency and the City of Santa Rosa, dated on or about September 7, 2023 (“ Cooperative Agreement”), Grantee maintains certain transfer piping and appurtenances on the Property to dispose of testing water and other water produced from operation of Grantee’s groundwater wells through City’s Recycled Water System (“Grantee Transfer Piping”).
Exhibit A
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E. Grantee desires to obtain a permanent, non-exclusive easement (“Easement”) from the City for G
rantee’s use of “Parcel A” and “Parcel B” (collectively, the “Easement Area”), which Exhibit A to this Agreement describes in detail.
F. G
rantee desires to obtain a water line easement within Parcel A for the purpose of operating and maintaining its Grantee Transfer Piping, and Grantee desires to obtain an access easement within Parcel B for the purposes described and defined in more detail in Section 4 below (collectively, the “Activities”).
G. Cit
y is willing to grant the Easement to Grantee to use the Property under the terms and conditions of this Agreement.
N
OW, THEREFORE, for good and valuable consideration City and Grantee covenant and agree as follows:
A
GREEMENT
1. G
RANT OF EASEMENT:
C
ity grants to Grantee, subject to the terms and conditions of this Agreement, a non-exclusive permanent easement to use the Property location identified as the Easement Area described and depicted in Exhibits A and B, solely for the purpose of the Activities.
2. N
ONEXCLUSIVENESS OF EASEMENT:
Th
e Easement i s nonexclusive. City shall continue to have , without limitation, the right , in its sole discretion, to use the Property for its own purposes and to issue additional easement s or ot
her agreements for the use of the Property.
3. EXI
STING LICENSE TO USE PROPERTY:
G
rantor acknowledges that Grantee has previous licenses to use the Easement Area with the permission of Grantor pursuant to that certain license agreement dated April 5, 2022, for Parcel A and March 7, 2022, for Parcel B (as amended, collectively, the “License Agreement s”). This Easement Agreement supersedes any prior informal or permissive use arrangements, including the License Agreement s, and shall be the controlling document governing Grantee’s rights in the Easement Area. Such prior use shall not be deemed adverse or give rise to any claim of prescriptive rights or other interest beyond those expressly granted herein.
4. SC
OPE OF USE:
The E
asement granted over the Property is a perpetual easement including the right by Grantee, its officers, agents and employees, contractors and subcontractors whenever and wherever necessary to enter upon the described Property with personnel and equipment for the Activities, provided, however, that said use does not in any way interfere with, damage or restrict City’s use of the Property , the current improvements existing thereon, or the District’s Conservation Easement described in Section 15.
G
rantee’s easement rights for Parcel A are restricted to the maintenance, repair, replacement without improvement and /or operation of the Grantee Transfer Piping. Grantee’s easement 82816.00005\43207852.2
rights for Parcel A are subject to the Terms of the Cooperative Agreement, as it may be amended from time to time, or any successor agreement to the Cooperative Agreement . As used herein, “Terms” shall include without limitation all rights of the City, and all obligations or restrictions placed on Grantee’s operations.
G
rantee’s easement rights for Parcel B are restricted to ingress and egress to Grantee’s property.
E
xcept as expressly provided herein, Grantee shall not make any improvements to the Property, including without limitation construction or landscaping, without the written agreement of the City.
5. M
ATERIALS AND EQUIPMENT:
C
ity reserves the right to reject the use of certain equipment, materials, and chemicals by Grantee at the Property and may impose conditions on such use in its absolute and sole discretion.
6. R
ELOCATION OF EQUIPMENT:
I
n the event City shall at any time so require, Grantee shall, at its sole cost and expense, immediately relocate its materials, property or equipment at the Property upon notice from City.
7. SU
CCESSORS AND ASSIGNS:
The E
asement granted herein is personal to Grantee and no right hereunder may be assigned or sublet, in whole or in part, and Grantee shall not permit any other person, firm, or corporation to use, in whole or in part, any of the rights or privileges granted pursuant to this Agreement without first obtaining the written consent of City. City may withhold its consent to any suc h
t
ransfer of this Agreement in its sole and absolute discretion.
8. I
NDEMNIFICATION:
G
rantee agrees to defend, hold harmless and indemnify City, its officers, agents and employees, and each and every one of them, from and against any and all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, costs and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by City’s staff attorneys or outside attorneys related to Grantee’s use of the Property for the Activities or Grantee’s failure to comply with the provisions of this Easement.
9. D
AMAGE TO INFRASTRUCTURE AND PROPERTY:
G
rantee assumes all responsibility for any damage to the Infrastructure or to the Property caused by Grantee or its invitees, agents or employees. Grantee shall use Grantee’s best efforts to diligently safeguard the Infrastructure and Property. Grantee shall promptly perform or cause to be performed any and all maintenance or repairs to Property when notified by City that such maintenance or repairs are necessary due to damage caused by Grantee, or its invitees, agents or employees . In the event Grantee fails to satisfactorily maintain or repair Property as her
ein required, and Grantee fails to cure such failure within thirty (30) days after written notice to cure is given by City, City, its employees and agents, may cause any maintenance or repair as may be necessary to be done on the Property, and may thereafter invoice Grantee for the 82816.00005\43207852.2
entire cost and expense of such maintenance or repair, including administrative costs and interest to the maximum amount permitted by law from and after thirty (30) days from the date the maintenance or repair invoice is mailed by City to Grantee.
C
ity shall have the right under this Section 9 to require Grantee to make repairs or perform maintenance of Property in a shorter period of time if such maintenance or repair is necessary to protect the public safety or prevent property damage, and Grantee shall be responsible to reimburse City for the cost of same. In the event Grantee fails to satisfactorily maintain or repair Property as herein required, and Grantee fails to cure such failure within thirty (30) days after written notice to cure is given by City, City, its employees and agents, may cause any maintenance or repair as may be necessary to be done on the Property , and may thereafter bill Grantee for the entire cost and expense of such maintenance or repair, including administrative costs and interest to the maximum amount permitted by law from and after thirty (30) days from the date the maintenance or repair expense bill is mailed by City to Grantee.
10. AD
VERTISING:
N
o signs or advertisements shall be placed in, on, or about the Property without the prior written consent of City and then only for the activity authorized by this Agreement. Unless otherwise agreed upon by the City, Grantee shall not publicize or cause to be publicized in any manner any activity contemplated by this Agreement prior to the execution of this Agreement by City and Grantee.
11. CO
NDUCT OF PERSONS:
G
rantee shall be solely responsible for the orderly conduct of all persons at the Property by its invitation, either express or implied.
12. O
BSTRUCTIONS:
G
rantee shall not do, nor permit to be done, anything which may interfere with City’s use of the P
roperty or the District’s Conservation Easement identified in Section 15 below.
13. I
NSURANCE:
G
rantee, and Grantee’s contractors using the Property, if any, shall obtain and maintain in full force and effect during the term of the Easement, including any period during which Grantee is us
ing the Property or so long as Grantee’s equipment remains on City property, the insurance requirements in Attachment One to this Agreement which is incorporated herein by this reference. Grantee may meet the insurance requirements in Attachment One through evidence of self-insurance satisfactory to the City. Grantee providing proof of insurance complying wit h t
he requirements of this Agreement is a condition precedent to this Agreement becoming effective.
14. SEVER
ABILITY:
E
ach provision of this Agreement is intended to be severable. If any term or provision shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement.
82816.00005\43207852.2
15. C
OMPLIANCE WITH APPLICABLE LAWS, REGULATIONS AND REQUIREMENTS:
G
rantee shall comply with all applicable state and federal laws that apply to the Property, including the Americans with Disabilities Act (ADA) of 1990, (42 U.S.C. 12101, et seq.), and any regulations and guidelines issued pursuant to the ADA , as well as all applicable State, Federal and local environmental requirements for all activities that occur pursuant to this Easement.
Grantee shall comply with all applicable provisions of the Santa Rosa City Code and will consult with, and seek any necessary approvals from, the Sonoma County Agricultural Preservation and Open Space District to ensure that any activities are consistent with all existing easements and requirements. Grantee understands that the Easement Area is encumbered by a Conservation E
asement held by the Sonoma County Agricultural Preservation and Open Space District (the “District”), recorded as Instrument Number 2001173432 in the Official Records of Sonoma County (the “Conservation Easement”), which is attached hereto as Exhibit C and incorporated herein by reference, and agrees to abide by the restrictions on use of the real property contained in the Conservation Easement. The parties agree that the District may bring an action directly against the Grantee for violating any of the restrictions on use contained in the Conservation Easement, and the Grantee waives any defense it may have to such enforcement on the grounds of privity of contract. Grantee hereby agrees to indemnify City for any claims, losses, costs, fees, liabilities, regulatory penalties, damages or injuries suffered by City arising out of, or related to, the breach of this Section 15
.
16. INT
EGRATION:
Thi
s Agreement constitutes the complete expression of the agreement between the parties and supersedes any prior agreements, whether written or oral, concerning the subject of this Easement. Any modification of or addition to this Agreement must be in writing signed by both parties.
17. I
NDEPENDENT CAPACITY OF GRANTEE:
G
rantee, 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 City.
18. T
IME OF ESSENCE:
Ti
me is and shall be of the essence of this Agreement and of each and every provision contained in this Agreement.
19. R
ELATIONSHIP:
The par
ties intend by this Agreement to establish the relationship of City and Grantee only and do not intend to create a partnership, joint venture, joint enterprise, or any business relationship other than that of City and Grantee.
20. C
APTIONS:
The c
aptions in this Agreement are for convenience only and are not a part of this Agreement .
The c
aptions do not in any way limit or amplify the provisions hereof, and shall have no effect upon the construction or interpretation of any part hereof. 82816.00005\43207852.2
21. CHOICE OF LAW; VENUE:
Thi
s Agreement shall be construed, and its performance enforced, under California law. Any judicial proceeding in connection with any dispute under, or enforcement of, this Agreement shall be brought in Sonoma County, California.
22. N
OTICES:
E
xcept as otherwise specifically provided in this Agreement , any notice, submittal or communication required or permitted to be served on a party shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Either City or Grantee may from time to time designate an alternate person or office for service in a written notice given to the other. Notices shall be deemed sufficiently served five (5) days after the date of mailing by certified or registered mail, one (1) day after mailing by overnight courier, or upon personal delivery. Service may also be made by mail, by placing first -class postage, and addressed as indicated below, and depositing in the United States mail to:
To G
rantee: Sonoma County Water Agency
General Manager
404 Aviation Blvd.
Santa Rosa, CA 95403
With Copy to: Right of Way Section/Property Manager
T
o City: Water Department
Director of Water
69 Stony Circle
Santa Rosa, CA 95401
W
ith Copy to: Real Estate Manager
100 Santa Rosa Avenue, Room 6
Santa Rosa, CA 95404
23. S
IGNATURES REQUIRED:
Thi
s Agreement shall have no force or effect whatsoever unless and until it has been execut ed by
Grantee and City of Santa Rosa. By its execution, Grantee covenants and agrees that it will faithfully perform and abide by each and every term, condition, and limitation of the Easement granted herein, each of which shall be a condition subsequent to continuance in effect of the Easement.
[
signatures appear on following page]
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The parties have executed this Agreement as of the Effective Date.
Sonoma County Water Agency
Signatures of Authorized Persons:
By: _____________________________
Print Name: Grant Davis
Title: General Manager
Date: ____________________________
APPROVED AS TO FORM:
____________________________
Adam Brand, Assistant County Counsel
City of Santa Rosa,
a Municipal Corporation
By: _________________________________
Print Name: __________________________
Title: ________________________________
Date: _________________________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
Attachments:
A
ttachment One – Insurance Requirements
Exhibits A and B–Description and Depiction of Easement Area Exhibit C- Conservation Easement
82816.00005\43207852.4
NOTA
RY PUBLIC CERTIFICATE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF
CALIFORNIA
COUNTY OF SONOMA
On before me, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I cert
ify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS by my hand and official seal,
NOTARY
PUBLIC CERTIFICATE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF
CALIFORNIA
COUNTY OF SONOMA
On before me, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I cert
ify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS by my hand and official seal,
[County to provide Certificate of Acceptance]
Attachment One to Agreement
Form approved by City Attorney 4-14-14
ATTACHMENT ONE
INSURANCE REQUIREMENTS FOR
EASEMENT AGREEMENTS
A. I
nsurance Policies: Grantee shall, at all times during the term of this Agreement , m
aintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City.
Insurance Minimum
Coverage
Limits
Additional Coverage Requirements
1. Commercial
gener
al liability
$ 1 million per
occurrence
Coverage must be at least as broad as ISO CG 00
01 and must include completed operations coverage.
If insurance applies separately to a project/location,
aggregate may be equal to per occurrence amount.
Coverage may be met by a combination of
primary and umbrella or excess insurance but
umbrella and excess shall provide coverage at
least as broad as specified for underlying
coverage. Coverage shall not exclude
subsidence.
$ 2 million
aggregate
2. Business auto
coverage
$ 1 million ISO Form Number CA 00 01 covering any auto
(Code 1), or if Grantee has no owned autos, then
hired, (Code 8) and non-owned autos (Code 9), with
limit no less than $ 1 million per accident for bodily
injury and property damage.
3. Workers’
compensation
and em
ployer’s
liability
$ 1 million As required by the State of California, with Statutory Limits and Employer’s Liability Insurance
with limit of no less than $ 1 million per accident for bodily injury or disease. The Workers’ Compensation
policy shall be endorsed with a waiver of subrogation
in favor of the City for all work performed by the
Grantee, its employees, agents and subcontractors.
4. Contractor’s
pollution liability
insurance
$ 1 million
per
occurrence
$ 2 million
aggregate
This policy shall include coverage of claims for Bodily Injury or Property Damage and remediation costs
resulting from a pollution incident at Area A or the
Property caused by or exacerbated by Grantee or
Grantee’s Contractor.
B. Endorsements:
1. All policies shall provide or be endorsed to provide that coverage shall not be canceled by either party, except after prior written notice has been provided to the entity in accordance with the policy provisions.
Attachment One to Agreement
Form approved by City Attorney 4-14-14
2. Liability, umbrella and excess policies shall provide or be endorsed to provide the following:
a. For any claims related to this project, Grantee’s insurance coverage shall be primary and any insurance or self-insurance maintained by City shall be ex
cess of the Grantee’s insurance and shall not contribute with it; and, b. The City of Santa Rosa, its officers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Grantee’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used.
C. Verification of Coverage and Certificates of Insurance: Grantee shall furnish City with original certificates and endorsements effecting coverage required above. Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the Agreement. The City reserves the right to require complete copies of all required policies and endorsements.
D. Other Insurance Provisions:
1. No policy required by this Agreement shall prohibit Grantee from waiving any right of recovery prior to loss. Grantee hereby waives such right with regard to the indemnitees.
2. All insurance coverage amounts provided by Grantee and available or applicable to this Agreementare intended to apply to the full extent of the policies. Nothi ng
c
ontained in this Agreement limits the application of such insurance coverage.
Defense costs must be paid in addition to coverage amounts.
3. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either Grantee or City. Self- insured retentions above $10,000 must be approved by City. At City’s option, Grantee may be required to provide financial guarantees.
4. Sole Proprietors must provide a representation of their Workers’ Compensati on
I
nsurance exempt status.
5. City reserves the right to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 82816.00005\43207852.4
Ex
hibits A and B
Des
cription and Depiction of Easement Area (see attached)
82816.00005\43207852.4
Exhibit C
C
onservation Easement (See attached)
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IMPORTANT – READ CAREFULLY: THIS REPORT IS NOT AN INSURED PRODUCT OR SERVICE OR A REPRESENTATION OF THE CONDITION OF TITLE TO REAL PROPERTY. IT IS NOT AN ABSTRACT, LEGAL OPINION, OPINION OF TITLE, TITLE INSURANCE COMMITMENT OR PRELIMINARY REPORT, OR ANY FORM OF TITLE INSURANCE OR GUARANTY. THIS REPORT IS ISSUED EXCLUSIVELY FOR THE BENEFIT OF THE APPLICANT THEREFOR, AND MAY NOT BE USED OR RELIED UPON BY ANY OTHER PERSON. THIS REPORT MAY NOT BE REPRODUCED IN ANY MANNER WITHOUT FIRST AMERICAN'S PRIOR WRITTEN CONSENT. FIRST AMERICAN DOES NOT
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State: CA
County: Sonoma
Document Type: Document - Year.DocID
Year: 2001
DocID: 173432
06/29/2021
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Recorded Document