Woodland City Council
January 18, 2022

• Restroom and maintenance building
• Low water use landscaping
Staff anticipates having the construction plans ready for City Council approval and bid award in March, concurrently with the plans for Spring Lake and Jack Slaven Parks. This timeline will allow construction to begin in Summer 2022, with expanded park areas opening by Spring 2023.

Staff recommends the City remain willing to partner with the School District to explore options to increase enrollment capacity at Spring Lake Elementary and accommodate the existing and future school facility needs of the Spring Lake neighborhood. This may include the option of considering a shared use agreement for school access to the multi-use turf and/or court areas of the park for their outdoor programming needs.

Conclusion:

Staff recommends the City Council adopt Resolution No. _____, to approve the updated Master Plan for Rick Gonzales Sr. Park.

Prepared by: Clara Olmedo, Associate Engineer

Reviewed by: Brent Meyer, Community Development Director/ City Engineer

Attachments:

1. Attachment A – Resolution

2. Resolution Exhibit A: Rick Gonzales Master Plan

82093.00001\8555510.2
RESOLUTION NO. ___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND APPROVING THE MASTER PLAN FOR RICK GONZALES SR. PARK
WHEREAS, the City conducted a community survey in June and July 2021 to gather feedback on the desired amenities for Rick Gonzales Sr. Park; and WHEREAS, the City held a public meeting on August 26, 2021 to solicit feedback from the Spring Lake neighborhood on park amenity and design options for Rick Gonzales Sr. Park Master Plan; and
WHEREAS, a Master Plan was prepared for the Rick Gonzales Sr. Park as part of the 2022 Spring Lake Parks Project, CIP 20-03; and
WHEREAS, the City presented the Rick Gonzales Sr. Park Master Plan to the Parks and Recreation Subcommittee on September 27, 2021 for review and comment; and WHEREAS, the project is included as the 2022 Spring Lake Parks, CIP 20-03 in the FY 20/21 Capital Budget and is funded through Fund 640 SLIF Park and Recreation fees; and WHEREAS, the City presented the Rick Gonzales Sr. Park Master Plan to the City Council on October 19, 2021 for approval; and
WHEREAS, the City Council deferred action on the amended Master Plan for Rick Gonzales, Sr. Park and directed staff to seek further public input and return to City Council for reconsideration; and
WHEREAS, the City held a community discussion on December 9, 2021 to solicit additional feedback from the Spring Lake neighborhood for Rick Gonzales Sr. Park Master Plan and school expansion option; and
WHEREAS, the City wishes to approve the updated Master Plan for Rick Gonzales Sr.

Park as attached to this Resolution.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WOODLAND AS FOLLOWS:

Section 1. The City Council hereby approves the updated Rick Gonzales Sr. Park Master Plan attached hereto as Exhibit A.

82093.00001\8555510.2
PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of the City Council held on the 18th day of January 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayra Vega, Mayor
ATTEST:
______________________________
Ana B. Gonzalez, City Clerk

82093.00001\8555510.2

82093.00001\8555510.2

RICK GONZALES SR. PARK

REVISED MASTER PLAN
01/12/2022

MULTI-USE FIELD
CENTENNIAL DR.

MIEKLE AVE.

ALEXANDER ST.

ACCESSIBLE

PATH & SEATING

PARK PATH (E)

TENNIS/

PICKLEBALL
COURTS

PLANTING AREA,
TYP.

CONCRETE PADS
5’ CONCRETE
PATH

SHADE TREES

RESTROOMS (E)
& MAINT. SHED (E)

PARK ENTRY (E)

OLIVE GROVE (E)

PLAY AREA (E)

SMALL GROUP

PICNIC SHELTER (E)

BACKSTOP (E)

GROUP PICNIC

SHELTER (E)

PLAY AREA (E)

PARK SIGN (E)

FULL BASKETBALL COURT
VILLAGE LN.

SOMERSET CIR.

WALKING PATH (E)

FITNESS STATION (E)

FITNESS STATION (E)

BIKE ACCESS PATH (E)

LANDSCAPED SWALE

GREENBELT TRAIL (E)

MULTI-USE FIELD/

YOUTH SOCCER FIELD (E)
PHASE 2
LIMITS

INFORMAL

BALLFIELD (E) NATURE PLAY

AREA (E)

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: January 18, 2022
ITEM #: H.12
SUBJECT: Woodland Regional Park Preserve – Project Update and Lease Agreement for Environmental Education Center

Recommendation for Action: Staff recommends that the City Council receive an update on the Woodland Regional Park Preserve project and approve Resolution No. authorizing the City Manager to terminate the existing lease agreement with Explorit Science Center and to execute a lease agreement with Tuleyome for a portion of the site for the improvement and operation of an Environmental Education Center.

Staff Contact
Stephanie Burgos, Business Engagement and Marketing - (530) 661-5800, [email protected]
Council Goals
Ehancement of the Woodland Regional Park Preserve into a 160-acre open space is identified as a priority Quality of Life initiative in the 2021-22 Council Goals and will provide a unique recreational amenity to the community.

Fiscal Impact
To date, the City has allocated $100,000 to support master planning for the site and provide grant match funding. A total of over $1,500,000 in grant funding has been raised to construct initial improvements and provide outdoor educational programs. An additional funding allocation will be needed to cover expenses associated with preparation of the site for public access this spring. The amount of funding needed is still being determined and will be integrated as part of the Mid-Year budget update in February.

There is no significant fiscal impact associated with terminating the existing and approving the new lease agreement. The rent proceeds will be nominal at $1/year. The cost for design and construction of the first phase of the environmental education center is estimated at $3,000,000 for which Tuleyome is preparing a grant submittal to the Prop 68 State Parks grant program. The lease does not obligate the City to contribute to the environmental education center construction, however, once constructed the City will be responsible to maintain various improvements serving the leased area including sewer, water, and road access.

Value of the conservation easement will be determined by the pending appraisal being conducted as part of the easement negotiations with the Conservancy. Once recorded, proceeds from the conservation easement could be used to offset the City’s costs associated with the improvement and management of the property.

Background
The Woodland Regional Park Preserve (WRPP) was originally identified as a future publicly accessible open space in the 1996 General Plan and remains referenced for this same purpose in the 2035 General Plan, as seen below:

“This site (Woodland Regional Park Preserve) has significant habitat value and the majority will be protected through a habitat conservation easement. Improvements will be made to provide public access via a trail network on the site, including parking and structures to support public use of the property consistent with the conservation easement. The former borrow pit will be converted to a stormwater runoff/detention pond and improved to enhance the habitat value of the property.”

Advancement of the WRPP has been a City Council priority for many years and on July 6, 2017, the City Council received a presentation on the Woodland Regional Park Preserve and took the following actions:

1. Directed staff to complete negotiations with the Yolo Habitat Conservancy for establishment of a conservation easement on the Site and return to Council with final easement documents and appraisal value; and

2. Directed staff to prepare and execute a lease agreement with Explorit for a portion of the Site for the development of the Center for Nature, Science and Culture; and

3. Directed staff to pursue grant funding opportunities in partnership with Explorit and Tuleyome to fund improvements at the Site consistent with the proposed conservation easement and draft Concept Plan for the Park Preserve.

Subsequently, on July 3, 2018, the City Council received an update on the Woodland Regional Park Preserve grant funding applications and approved a lease agreement with Explorit for a portion of the Site for the development of an Environmental Education Center. The City, in collaboration with Explorit, Tuleyome, and other project partners, have since secured multiple grants totaling over $1.5 million. The grants that have been secured include:

$500,000 from the State Parks Department Outdoor Environmental Education Facilities Program for construction of a 1,600 ft. accessible trail, two ADA parking spaces, an informational kiosk at the start of the trail, interpretive signage adjacent to the future enhanced wetland area, and post and cable fencing separating the entryway road and sensitive vernal pool habitat area. The project tasks associated with this grant are nearly complete, and are projected to be finalized by the end of 2022. $511,000 from the California Wildlife Conservation Board (via California Waterfowl Association) for the enhancement of the approximately 22 acre former borrow pit into a seasonal and permanent wetland. The tasks associated with this grant have been completed. $116,500 from the State Parks Department Habitat Conservation Fund for Outdoor Education and Programming. The tasks associated with this grant, including the Docent Program, continue to be underway. Due to COVID-19, several delays were experienced. The GOEScience (Get Outside to Experience Science) and Citizen Science education programs are under development and will soon be offered to the regional community.
Conaway Preservation Group provided over $200,000 to develop the initial science center concept, and conduct conceptual engineering, architectural and feasibility studies. Funding also supported Tuleyome-led educational adventures on the Conaway Ranch, demonstrating a need for programs that will be conducted at the WRPP.
$17,854 from the Yolo Solano Air Quality Management District for a graded bike parking area at the entrance of the paved trail, to accommodate 20 bikes. The Project will support the City’s Climate Action Plans efforts to do this by providing infrastructure that facilitates the use of bicycles by visitors to the Park. The tasks associated with this grant are nearly complete, and are projected to be finalized by mid-2022.
The 2018 Buck Education Grant Program of the Yolo Community Foundation awarded $10,000 to Tuleyome to fund a coalition of county arts, conservation and science nonprofits to hold programs at the WRPP. This variety of programs will popularize access to the park for K-12 students and families. In addition, local grants have been received from Yolo Audubon for creating a WRPP docent handbook in English and Spanish, from the Sierra Club Yolano Group for bench construction, Woodland Community College for interpretive signage, and local Rotary clubs for the pavilion.

Obtaining the abovementioned grant funds have been instrumental in carrying out the necessary Park improvements to date. Furthermore, a dedicated group of local experts have donated well over 1200 hours of their time and knowledge to advise the City in carrying out the various improvements as well as planning future educational programming at the Park. The next phase of the WRPP’s improvements will require continued staff time, investment from partners, as well as City allocated and external funds to prepare the Park for its expected grand opening to the public in 2022, and ensure its ongoing maintenance and operation.

Status of Conservation Easement
At its June 17, 2014 meeting, City Council directed staff to work with the Yolo Habitat Conservancy, to conduct the necessary next steps to record a habitat conservation easement on a majority of the City’s 160-acre Woodland Regional Park Preserve Site. Work on the easement was delayed while the Conservancy finalized the countywide Habitat Conservation Plan (HCP) and the City refined its plans for improvement and use of the site. With the HCP now adopted and the initial improvements to the site nearing completion, the City and Conservancy have reinitiated efforts to finalize the conservation easement.

The following is a list of the steps remaining to be taken prior to presenting City Council with final conservation easement items for consideration. These include; Finalize Conservation Easement document
Preparation of an appraisal to determine easement value Preparation of a Property Analysis Record (PAR)
Develop habitat management plan(s) for the site
Identify entity(ies) that will hold the easement and manage the site

Once the above reference tasks are completed, staff will bring back to City Council the final documents and recommendations for final action. It is anticipated that the final Easement Agreement will be ready for City Council within the next 6-8 months.

Discussion
Master Plan for the Woodland Regional Park Preserve
To inform the terms of the Conservation Easement, initial conceptual plans were prepared in 2017 to identify the location and types of improvements that could occur to ensure compatibility with the habitat values of the site. The 2017 Draft Master Plan includes 3.1 miles of trails and pathways, an approximately 20 acre wetland/stormwater detention facility, retention of city well, and an environmental education center facility with associated site and parking improvements. The 2017 Draft Master Plan was developed in consultation with both the Conservancy as well as Tuleyome and Explorit, who remain interested in helping enhance the habitat value of the property and use it to promote outdoor environmental learning experiences. Refinements to the Draft Master Plan are being prepared to increase the project’s competitiveness for additional grant opportunities, including the California State Parks Regional Park Program Grant, as well as pave a clear way forward for the various tasks within the WRPP project, assisting the City and its project partners in communicating the vision of the Park to outside parties. The Updated Park Master Plan will:
1) Inform future architectural designs of the WRPP Environmental Education Center; 2) Include a detailed cost estimate for capital construction and completion of environmental compliance documents, and
3) Develop an operational and overall budget for the Park at large and specific to the Center to ensure that its operation is sustainable and accessible to organizations in the non-profit, public and private sectors.

Once completed, staff will present the Updated Master Plan to the Parks and Recreation Commission and City Council.

Tuleyome Lease Agreement for Environmental Education Center The Draft Master Plan for the property envisions a building with site improvements on up to 5 acres that would be used to offer environmental education programs. The City Council authorized entering into a lease with Explorit Science Center in 2018 to assist in developing and operating the education center. Over the past 3 years, both Explorit and Tuleyome have been instrumental in assisting the City in securing grants for the initial park trail and wetland improvements. During this time Tuleyome’s engagement in the project has increased substantially. In 2021, Explorit and Tuleyome mutually agreed to transfer the lease to Tuleyome to reflect Tuleyome’s increased role in the project. Explorit will continue to be an active partner in the project with a focus on the educational programming. Explorit Science Center, Tuleyome, and the City are prepared to execute the transfer of the lease agreement from Explorit Science Center to Tuleyome to define shared use and maintenance responsibilities. The following is a list of lease terms and performance requirements contained within the proposed new lease with Tuleyome:

Lease terms:

1. Property location and boundaries encompassed by this agreement: Up to 5 acres within the 160 acres Regional Park Preserve Site

2. Lease Term – 30 years with (2) 10-year extensions

3. Rent: $1 / year

4. Tuleyome and City agree to jointly plan and work collaboratively to implement improvements to the Regional Park Preserve Site substantially consistent with the attached Draft Master Plan and future Master Plan update

5. City agrees to provide staff assistance to Tuleyome to review the site and building plans for the development of an Environmental Education Center

6. Tuleyome shall provide primary fund raising and grant writing services for the Education Center and associated improvements to the leased area

7. Prior to construction of the Education Center, Tuleyome may use the lease area, proposed trails, paths, and wetland areas for educational programming, fundraising, and advancement of the Master Plan

8. Tuleyome and City shall enter into a shared use and maintenance agreement stipulating terms for access, use, and maintenance of improvements on the Property including a Maintenance and Management Plan for the wetland area

9. Tuleyome acknowledges City’s and Yolo Habitat Conservancy’s desire to record a permanent conservation easement on the Regional Park Preserve property, that includes up to 5 acres, and agrees to comply with all terms and management activities required in the easement if executed

10. Terms of Use are subject to obtaining required, City, State, Federal permits that affect the site development and proposed uses

11. Tuleyome shall maintain insurance naming city additionally insured ($2M aggregate general aggregate)

Performance Requirements:

1. Within 5 years of Lease execution, Tuleyome shall commence construction of the Environmental Education Center and complete improvements within 18-months of permit issuance

2. Prior to commencing construction, Tuleyome shall provide evidence of sufficient funding to complete construction of the improvements as well as on-going maintenance of the Education Center

3. Tuleyome shall conduct a minimum of (4) educational events/activities on the site per calendar year prior to construction of the Environmental Education Center facilities

4. Tuleyome shall work with staff to produce an annual report by March 1 of each year summarizing the types of on-site uses, audience reached, and recommendations for advancing the overall project

development. The report will be presented to the Woodland Parks and Recreation Commission at a mutually agreed date.

Conclusion
Staff recommends that the City Council receive an update on the Woodland Regional Park Preserve project and approve Resolution No. authorizing the City Manager to terminate the existing lease agreement with Explorit Science Center and to execute a lease agreement with Tuleyome for a portion of the site for the improvement and operation of an Environmental Education Center.

Attachments:

1. 1. Woodland Regional Park Draft Master Plan

2. 2. Rendering of Environmental Education Center

3. 3. Resolution Approving Lease with Tuleyome

4. 4. Lease Agreement with Tuleyome

5. 5. Lease Area Exhibit

Center for Nature, Science, and Culture
The long-term vision is to create a Center for Nature, Science and Culture that will provide facilities for formal and informal education programs for people of all ages and abilities.

Design by Chris Corbett

Center for Nature, Science, and Culture
Approx. 10,000 square feet

Center for Nature, Science, and Culture
PHASE I: Approx. 6,900 square feet
PHASE I building breakdown → ~96% of total sq ft designated for recreation ● Multi-purpose Room: 2,000 sq ft
● Lab, Storage, & Restroom: 950 sq ft
● Indoor Classroom: 1,250 sq ft
● Outdoor Sheltered Classrooms: 2,400 sq ft
● Walking path: 0.5 mi
Multi-Purpose Room
Lab Storage & Restroom
Indoor Classroom
Outdoor Sheltered Classrooms
Commercial Kitchen
Offices, Storage, & Restrooms
Walking Path

Center for Nature, Science, and Culture
PHASE II: Approx. 3,100 square feet
PHASE I building breakdown à ~96% of total sq ft designated for recreation •Multi-purpose Room: 2,000 sq ft
•Lab, Storage, & Restroom: 950 sq ft
•Indoor Classroom: 1,250 sq ft
•Outdoor Sheltered Classrooms: 2,400 sq ft
•Walking path: 0.5 mi
PHASE II building breakdown:
● Open Office Space: 1,000 sq ft
● Offices: 1,000 sq ft
● Storage: 300 sq ft
● Restrooms:300 sq ft
● Commercial Kitchen: 500 sq ft
Multi-Purpose Room
Lab Storage & Restroom
Indoor Classroom
Outdoor Sheltered Classrooms
Commercial Kitchen
Offices, Storage, & Restrooms
Walking Path

RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WOODLAND AUTHORIZING THE CITY MANAGER TO TERMINATE

EXISTING GROUND LEASE AGREEMENT WITH EXPLORIT

SCIENCE CENTER AND EXECUTE A GROUND LEASE AGREEMENT

WITH TULEYOME, A CALIFORNIA NON PROFIT CORPORATION

FOR THE IMPROVEMENT AND LEASE OF A PORTION OF

THE WOODLAND REGIONAL PARK PRESERVE SITE

WHEREAS, the City of Woodland (“City”) is the owner of certain property located at 20179 County Road 102 in the City of Woodland, County of Yolo, State of California (the “Park Preserve Property”), which Park Preserve Property is known as the Woodland Regional Park Preserve; and
WHEREAS, the Park Preserve Property has been unoccupied since 2011 and the City is considering recording a habitat conservation ea sement on the Park Preserve Property that will preserve the property as natural habitat in perpetuity, but will also allow for use of the Park Preserve Property for recreational open space purposes, and will establish a development envelope that will allow for construction of certain improvements within the Park Preserve Property, including the development of facilities for an environmental education center, and WHEREAS, a draft Master Plan for the Woodland Regional Park Preserve has been prepared to delineate areas of the site for various recreational and educational uses consistent with the habitat values of the Park Preserve Property; and WHEREAS, the improvements contemplated in the draft Master Plan will allow the Park Preserve Property to be better utilized in a manner that benefits and serves the needs of the community while also improving the habitat value of the Property; and WHEREAS, Tuleyome desires to develop an environmental education center within the development envelope contemplated as part of the habi tat conservation easement, and has been actively raising funds and seeking grant funding that would be used for the development of such environmental education center; and
WHEREAS, in furtherance of the development of the contemplated environmental education center, Tuleyome and City desires to enter into a ground lease agreement, pursuant to which Tuleyome would lease from City a portion of the Park Preserve Property within the contemplated development envelope (the “Site”), upon which Site Tuleyome would construct certain improvements that would be used as the environmental education center; and WHEREAS, the improvement and use of the Site by Tuleyome for environmental education programming is consistent with the City’s 2035 General Plan; and WHEREAS, on July 17, 2018 the City entered into a ground lease with Explorit Science Center, (Explorit) a California Non Profit Corpo ration for up to a 5 acre portion of the Park Preserve Property for the construction, development and operation of an envir onmental

education center (the “Prior Lease”), which prior lease contemplated that both Explorit and Tuleyome would have a substantial role in the development and operation of the environmental education center; and
WHEREAS, on October 14, 2021, Explorit s ent a letter to the City indicating that representatives from the City, Tuleyome and Explorit had met and discussed potential grant opportunities for the development of the environmental education center, and through that discussion came to the conclusion that Tuleyome was better suited to serve as the lead in seeking grant funding for the environmental education center, and therefore Tuleyome should be the party to enter into a ground lease with the City for the Site. Consequently, Explorit asked that the Prior Lease be terminated to allow for a new lease for the Site to be executed with Tuleyome who has been an increasingly active p artner in efforts to improve the Preserve Property and the Site for habitat and environmental education purposes.

NOW, THEREF ORE, THE CITY COUNCIL OF THE CITY OF WOODLAND DOES HEREBY RESOLVE AND FIND AS FOLLOWS:

Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.

Section 2. Authorize Termination of Ground Lease with Expl orit. The City Council hereby authorizes the termination of the Prior Lease with Explorit for a portion of the Park Preserve Property by means of a mutual agreement to terminate with Explorit, and authorizes the City Manager to enter into and execute such agreements as necessary to carry out this direction.

Section 3. Approval of Ground Lease. The City Council hereby approves a Ground Lease with Tuleyome, a California nonprofit corporation for the improvement and use of a portion of the Park Preserve Property located at 20179 County Road 102 in substantially the form as included with the January 18 th, 2022 City Council staff report for this Resolution, and authorizes the City Manager to execute the Ground Lease , and if necessary make minor modifications to, after cons ultation with the City Attorney, provide that such modifications are consistent with the terms outlined in the January 18th, 2022 City Council staff report approving this Resolution.
[Continued on next page]

APPROVED AND ADOPTED THIS 18th day of January, 2022.

________________________________
Mayra Vega, Mayor
City of Woodland
ATTEST:

________________________________
Ana Gonzalez, City Clerk
City of Woodland

82093.00013\34697133.1

GROUND LEASE BETWEEN

CITY OF WOODLAND AND TULEYOME

This Ground Lease (“Lease”) is made and entered into this day of , 2022, by and between the City of Woodland, a municipal corporation of the State of California ( “City”) and Tuleyome, a California not for profit corporation (“Tenant”), who are individually referred to herein as a “party” and together as the “parties.”

1. Property and Background.

A. Overview. The purpose of this Lease is to allow for the leasing of the Site (defined in Section 1.C below) for the construction, development , and operation thereon by Tenant of a n environmental education center that Tenant will use to provide educational programs and activities related to the natural environment. Tenant anticipates partnering with other non -profit organizations to provide science education, including Explorit Science Center, a Davis-based non- profit organization that provides interactive, inquiry-based learning opportunities in Yolo County and counties. The lease also facilitates access to and utilization of various improved and natural features of the Woodland Regional Park Preserve for educational programs and activities of Tuleyome, its collaborators and partners.

B. City’s Intent in Entering into this Lease. City is entering into this Lease with its specified uses, term, and rent because City desires to assist in providing a n environmental and science educational center to the Woodland community, Yolo County, and the greater Sacramento region. But for this use, City would not enter into this Lease.

C. Site. City owns 160 acres of certain real property referred to as the “Regional Park Preserve Site,” located just east of County Road 102 and south of County Road 25 in Yolo County. The Regional Park Preserve Site is identified with Yolo County Assessor Parcel’s Number 042-030-012. The City and the Yolo Habitat Conservancy are in the process of placing a permanent conservation easement on the Regional Park Preserve Site to provide high quality habitat for palmate-bracted bird’s beak, nesting and foraging habitat for Swainson’s Hawk, white-tailed kite, western burrowing owl, and tricolored blackbird, and created aquatic and upland habitat for western pond turtle and giant garter snake. . Within the planned Regional Park Preserve Site conservation easement there is an approximate 7.77 acre development envelope within which the parties desire to lease up to 5 acres for development and operation of an environmental education center, which the up to 5 acre area is more particularly described in Exhibit A, attached hereto and incorporated herein by reference, that is hereinafter called the “Site”..

D. Lease. For and in consideration of the payment of rentals and the performance of all the covenants and conditions of this Lease, City hereby leases and demises to Tenant, and Tenant hereby leases and hires from City, the Site together with all rights, privileges , and easements appurtenant thereto, for the term and upon the covenants and conditions set forth herein.

Tenant intends to build out the Site in a manner consistent with the draft Master Plan, attached hereto as Exhibit B and incorporated herein, and cooperate with the City for recreational and open space enhancements to the entire Regional Park Preserve Site.

82093.00013\34697133.1

2 2. Term. This Lease shall commence on the date the Memorandum of Lease (attached hereto as Exhibit C and incorporated herein) is recorded in the office of the Yolo County Recorder (the “Lease Term Commencement Date ”). The initial term of this Lease (the “ Lease Term”) shall be thirty (30) full calendar years and shall expire at 11:59 p.m. on the day before the thirtieth (30th) anniversary of the commencement date, unless terminated earlier in accordance with this L ease.

Tenant shall additionally have the option to extend this Lease for two (2) additional ten (10) year terms.

3. Rent. The annual base rent (“ Rent”) for the Site for the Lease Term shall be one dollar ($1.00), due and payable to City for the full term of this Lease upon complete execution of the Lease by both parties ($ 30.00). This Lease is a net lease, and Rent and other payments due and payable hereunder to or on behalf of City shall be paid without notice or demand and without offset, counterclaim, abatement, suspension, deferment, deduction, or defense.

4. Use of Property.

A. General. The parties agree that they are both raising funds, including applying for grant funding, to provide sufficient funds for Tenant to construct an environmental educational center on the Site. The parties agree that sufficient funds will be raised for such construction within five (5) years of the Commencement Date of this Lease and that in the interim, Tenant will be permitted to use the Site in accordance with the terms of this Lease.

B. Use Prior to Completion of Environmental Education Center. Prior to completion of the environmental education center buildings (described further in Section 4.C. below), Tenant agrees to use the Site a minimum of four (4) times per year to provide educational tours to students, organized groups, and others interested in the Regional Park Preserve Site. Tenant may also use the Site to hold a fundraising event(s), which will not be considered an educational tour or activity unless City agre es in advance that the fundraising event is considered an educational tour or activity. With City’s prior written approval, Tenant may prepare, at its sole cost and expense, the Site grounds for such purposes, including installing interactive displays and signs, setting up equipment, creating pedestrian trails , and installing temporary parking areas. Tenant agrees to provide the City with 48 hours notice if Tenant will bring anyone other than Tenant’s staff, board members, or volunteers to the Site. Tenant agrees to keep the Site free of litter and agrees that it is solely responsible for any damage or loss of any personal property or signs left on the Site by Tenant, its employees, volunteers, partners, or agents.

C. Use of Environmental Education Center . Within five (5) years of the Commencement Date of this Lease, Tenant will initiate construction of a building and site improvements to be used as an environmental educational center (“Environmental Education Center”), consistent with the Master Plan for the Site, as set forth in Exhibit B, attached hereto and incorporated herein, and the terms of this Lease. Tenant shall complete construction within 18 months of issuance of City building permit, and upon completion of construction, operate the Environmental Education Center . Tenant shall not change the use of the Site without first obtaining the written consent of City. City may withhold consent for any reason in City’s sole and absolute discretion. The parties hereby understand that City would not enter into this Lease but for the use of the Site for an Environmental Education Center.

D. Building Improvements . Tenant shall construct upon the Site a building of approximately 6,500 - 10,000 square feet and related site improvements, which shall collectively

82093.00013\34697133.1

3 be the Environmental Education Center and shall be constructed in accordance with plans and drawings approved by the City and the Tenant (the “Approved Environmental Education Center Plans”) as provided in Section 5 below . The Environmental Education Center shall be constructed and developed with the following uses: a large multi -use space for lectures, workshops, meetings, banquets, and community gatherings; a teaching lab to accommod ate approximately 30-40 students; an adjacent flexible teaching space that will provide a resource for science education; a large outdoor covered space to serve as an outdoor classroom, theater, and activity area; other collaborative work space; an adminis tration office; and parking for staff, volunteer and visitor vehicles.

E. Use Prohibitions. Tenant agrees that in connection with the use and operation of the Site, it will not:
i. Sell or assign its interest in this Lease without the prior written conse nt of City, which consent may be withheld at City’s sole and absolute discretion; or ii. Sublease all or any portion of the Site and improvements thereon without the express written consent of City which consent may be withheld at City’s sole and absolute discretion; or
iii. [blank]
iv. Cause or permit substantial and obnoxious odors to emanate or be dispelled from the improvements; or
v. Permit undue accumulations of garbage, trash, rubbish, or any other refuse; or
vi. Create, cause, maintain, or permit any nuisance (as defined under applicable law) in, on or about the Site; or
vii. Commit or suffer to be committed any waste (as defined under applicable law) in, on or about the Site; or
viii. Knowingly use or allow the Site to be used for any unlawful purpose, or for any purpose that violates the terms of any recorded instrument that affects the Site and the surrounding Regional Park Preserve Site property and that is senior in priority to this Lease; or ix. Cause or permit any insurance coverage on the Site or the improvements thereon to become void or voidable (unless Tenant has previously obtained replacement coverage in the same amounts) or make it impossible to obtain any required insurance at commercially feasible rates; or
x. Violate any law, ordi nance, or regulation applicable to the Site and the improvements thereon.
xi. Violate any term or condition of the permanent conservation easement placed on the Regional Park Preserve property following recordation of such an easement by the City and the Yolo Habitat Conservancy; or
xii. Discriminate against or segregat e of any person or gr oup of persons on account of race, color, creed, religion, age, disability, gender, sexual orientation, gender identity,

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4 marital status, ancestry , or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site or the improvements thereon, or any part thereof, and Tenant itself, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, subtenants, or vendees of the Site or the improvements thereon, or any part thereof.

F. Governmental Requirements . Subject to Tenant ’s right to contest provided in Section 5 below, Tenant shall at all times comply with, and shall pay all costs and expenses that may be incurred or required to be paid in order to comply with, any and all laws, statutes, ordinances, rules, and regulations that apply to the operation and use of the Site , including those requiring alterations or additions to be made to, or safety appliances and devices to be maintained or installed in, on or about the Site under any laws now or hereafter adopted, enacted or made and applicable to the Site, and payment of any fees, charges or assessments arising out of or in any way related to the Site as a source of adverse environmental impacts or effects.

G. Use and Maintenance of Environmental Education Center. Prior to the City’s issuance of a Certificate of Occupancy for the Environmental Education Center, the parties will enter into an agreement concerning the use and maintenance of the Environmental Education Center and the Site. This use and maintenance agreement will address topics including, but not limited to, access to the buildings and Site and maintenance of the Environmental Education Center and grounds. To the extent that there is any conflict between this Lease and the use and maintenance agreement, the terms of this Lease shall control.

5. Construction and Maintenance of Improvements.

A. Initial Improvements. Prior to construction of the Environmental Education Center, Tenant may construct walking trails and install equipment, interactive displays, and signs, all at its own cost an expense. Tenant will consult with City prior to making any initial improvements to the Site. City sponsored development of an approx imately 20 acre “wetland/aquatic site” at the former borrow pit, as well as a public access trail , will be implemented in consultation with the Tenant so that overall Park development is coordinated to optimize resources and public access.

Maintenance of the “wetland/aquatic site” is to be a shared responsibility between Tenant and the City as identified in Section 5 M. below.

B Construction of Environmental Education Center . Within five (5) years after the Lease Term Commencement Date, Tenant shall be rea dy to commence construction of the Environmental Education Center. This means that Tenant shall have secured sufficient funding for both construction and on -going maintenance of the Environmental Education Center, shall have completed its designs and have submitted its building permit plans to the City, shall have an operations and maintenance plan submitted to the City, and shall have submitted evidence of financing to the City. Tenant shall complete construction of the Environmental Education Center within 18 months of issuance of City building permit. If Tenant is not ready to commence construction within five (5) years following the Lease Term Commencement Date, the parties agree to renegotiate this Le ase and to terminate this Lease for cause if the parties cannot reach agreement six (6) months following the fifth year from the Lease Term Commencement Date.

C. Tenant’s Election to Construct New Improvements . Following Tenant’s completion of the Environmental Education Center, Tenant may, but is not obligated to, construct

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5 or otherwise make new improvements on any part , or all, of the Site and to demolish, remove, replace, alter, relocate, reconstruct , or add to any existing improvements in whole or in part, provided Tenant continues to use the improvements as an Environmental Education Center as described and permitted in Section 4 above, is not then in default under any condition or provision of this Lease beyond any applicable notice or cure per iod, and provided the improvements following the work are at least equal in value to any improvements as they were before being demolished, removed, replaced, altered, relocated, reconstructed, modified , or changed . All salvage shall belong to Tenant.

D. Conditions of Construction . Before construction of the Environmental Education Center and prior to any construction, alteration, or repair is commenced on the Site, and before any building materials have been delivered to the Site by Tenant or under Tenant ’s authority, Tenant shall comply with all the following conditions or procure City’s written waiver of the condition or conditions specified in the waiver.
i. Delivery of Plans and Specifications to City. Tenant shall deliver to City for City’s approval two sets of preliminary construction plans and specifications prepared by an architect or engineer licensed to practice in California, including but not limited to preliminary grading and drainage plans, soil tests, utilities, sewer and service connections, locations of ingress and egress to and from public thoroughfares, curbs, gutters, parkways, street lighting, designs and locations for outdoor signs, storage areas and landscaping, all sufficient to enable potential contractors and subcontract ors to make reasonably accurate bid estimates and to enable City to make an informed judgment about the design and quality of construction and about any effect on the reversion. All improvements shall be constructed within the exterior property lines of the Site, provided that required work beyond the Site on utilities, access, and conditional use requirements do not violate this provision . With the plans, Tenant shall deliver to City the certificate of the person or persons who prepared the plans and speci fications certifying that the Tenant has fully paid for them or that the preparer is waiving payment and waiving any right to a lien for preparing them and permitting City to use the plans without payment for purposes relevant to and consistent with this Lease.
ii. City’s Approval. City shall not unreasonably disapprove the preliminary plans and specifications. Approval or disapproval shall be communicated in the manner provided for notices, and disapproval shall be accompanied by specification of the grounds for disapproval.

Tenant shall not deliver working drawings to any governmental body for a building permit until preliminary plans are approved as provided in this paragraph . Following City’s first or any subsequent disapproval, Tenant shall submit revis ed plans and specifications within thirty (30) days after receiving City’s notice of disapproval. Disapproval and submission of revised plans shall not extend time for commencing or completing construction. iii. Final Plans and Specifications . Tenant shall prepare or cause to have prepared final working plans and specifications substantially conforming to preliminary plans previously approved by City, submit them to the appropriate governmental agencies for approval, and deliver to City one (1) complete set as approved by the applicable governmental agencies.

Changes from the preliminary plans shall be considered to be within the scope of the preliminary plans if they are not substantial or if they are made to comply with suggestions, requests or requirements of a governmental agency or official in connection with the application for permit or approval, and if they do not depart substantially in size, utility or value from the preliminary plans.

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6 E. Notice of Intent to Construct . Tenant shall notify City of Tenant ’s intention to commence a work of improvement at least ten (10) days before commencement of any such work or delivery of any materials. Such notice shall specify the approximate location and nature of the intended improvements. City shall have the right to post and maintain on the Site any notices of non-responsibility pr ovided for under applicable law and to inspect the Site in relation to the construction at all reasonable times.

F. City’s Approval of General Contractor. Tenant shall furnish City with a true copy of Tenant’s proposed contract with the selected general contractor (“Construction Contract”) and with evidence of the general contractor’s financial condition. The Construction Contract shall give City the right but not the obligation to assume Tenant’s obligations and rights under that contract if Tenant should default under the Construction Contract.

City may disapprove Tenant ’s selection of a general contractor by written notice given within fifteen (15) days following delivery of the copy of the proposed Construction Contract to City. The notice shall specify the grounds for disapproval. City shall not unreasonably disapprove and shall be considered to have approved in the absence of notice of disapproval given within fifteen (15) days after Tenant furnishes the Construction Contract and evidence specified above. If Tenant elects to act as general contractor, reference above to Construction Contract and evidence shall be considered to apply to the subcontractor of each subcontract in excess of $20,000.

Tenant shall not be required to enter into the Construction Contract until Tenant shall have received City’s approval of Tenant’s selected general contractor as described above.

G. Completion Bond. Tenant shall f urnish City a bond as described below if, and promptly after, City gives notice of demand within 15 days after Tenant has complied with all the foregoing conditions of major construction. The b ond shall be that of a responsible surety company, licensed to do business in California, and, in the case of the initial constructi on, in an amount not less than ONE HUNDRED PERCENT (100%) OF THE CONSTRUCTION CONTRACT PRICE and shall remain in effect unti l the entire cost of the work shall have been paid in full and the new improvements shall have been insured as provided in this Lease. For major construction after initial construction of the Environmental Education Center, the amount of the bond shall be 125% of the architect’s initial estimate of the cost of such major construction. The bond shall state the following:
i. That it is conditioned to secure the completion of the proposed construction, free from all liens and claims of contractors, subcontractors, mechanics, laborers, and materialmen for 24 months following commencement of construction;
ii. That the construction work shall be effected by Tenant, the general contractor, or on their default, the surety;
iii. That in default of such completion and payment, such part of the amount of the bond as shall be required to complete the work shall be paid to City as liquidated and agreed damages for the nonperformance of Tenant’s agreements, it being agreed that the exact amount of City’s damages is difficult and impractical to ascertain; and iv. That the surety will defend and indemnify City against all loss, cost, damage, expense and liability arising out of or connected with the work of improvement.

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7 City may, but shall not unreasonably, disapprove th e bond. The bond shall be deemed approved unless notice of disapproval is given with fifteen (15) days after receipt of the proposed bond.

H. Required Governmental Permits. Tenant shall procure and deliver to City evidence of compliance with all then applicable codes, ordinances, regulations and requirements for permits and approvals to construct the Environmental Education Center building and associated site improvements, including but not limited to a grading permit, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction .

City agrees to cooperate with Tenant in securing all necessary permits and approvals for the construction of the Environmental Education Cen ter and to coordinate such improvements with other planned improvements to the Regional Park Preserve. The City agrees to secure all other permits and regulations associated with the Site, including utilities, easements, water rights and permits, CEQA, etc.

I. Builder’s Risk and Other Insurance. Tenant shall deliver to City (1) certificates of insurance evidencing coverage for “builder’s risk, ” (2) evidence of worker ’s compensation insurance covering all persons employed in connection with the work and (3) reasonable evidence that Tenant has paid or caused to be paid all premiums for the coverage described above in this paragraph and any increase in premiums on insurance provided for in the article on insurance, sufficient to assure maintenance of all insurance above during the anticipated course of the work .

Tenant shall maintain, keep in force and pay all premiums required to maintain and keep in force all insurance above at all times during which such work is in progress.

J. Soil Conditions. Except as set forth in this Section 5.J. City makes no covenants or warranties respecting the condition of the soil or subsoil or any other condition of the Site . To City’s actual knowledge, the Site contains no substances that might constitute Hazardous Materials as defined in Section 8.B.ii.c below. City agrees to perform soil tests of the Site within 90 days of execution of Lease to establish baseline soil condition. Tenant may, pursuant to a separate right of entry agreement entered into between the parties, enter onto the land before the Commencement Date to make additional soil and structural engineering tests that Tenant considers necessary. All such tests made by or on behalf of Tenant shall be at Tenant ’s sole expense and risk and shall be evidenced by a separate contract. A copy of any report made in connection with such tests shall be delivered to City within thirty (30) days of receipt by Tenant. In the event that any of such tests performed by City or Tenant present an issue that will negatively affect the feasibility of the Environmental Education Center, including but not limited to the need for an Environmental Response Action, the parties agree to meet and confer to discuss and reasonable amendments to the proposed development of the Environmental Education Center, if necessary. Except as approved by City, Tenant shall restore the property to its baseline condition upon completion of any tests Tenant conducts under this Section.

K. Grant of Easements. City shall cooperate with Tenant in granting to public entities or public service corporations, for the purpose of serving the Site and, with the reasonable approval of City, other property, rights-of-way or easements on or over the Site for poles or conduits or both for telephone, electricity, water, sanitary or storm sewers or both and for other utilities and municipal or special district services.

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8 L. Completion of Improvements.
i. Diligent Prosecution to Completion. Once the work is begun, Tenant shall with reasonable diligence prosecute to completion all construction of improvements, additions or alterations. Construction required at the inception of this Lease pursuant to Section 5.A. above shall be completed and ready for use within thirty-six (36) months after commencement of construction, provided that the time for completion shall be extended for as long as Tenant shall be prevented from completing the construction by delays beyond Tenant ’s control as provided in Section 12.D. below; but failure, regardless of cause, to complete construction within 48 months (4) years following the Commencement Date shall, at City’s election exercised by written notice to Tenant, terminate this Lease. All work shall be performed in a good and workmanlike manner, shall substantially comply with plans and specifications submitted to City as required by this Lease, and shall comply with all applicable governmental permits, laws, ordinances and regulations.
ii. Protection of City Against Cost or Claim . Tenant shall pay or cause to be paid the total cost and expense of all works of improvement, as that phrase is defined in the Mechanics’ Lien Law in effect in California when the work begins . No such payment s hall be construed as rent. Tenant shall not suffer or permit to be enforced against the Site or any part of it any mechanic ’s, materialman ’s, contractor ’s or subcontractor ’s lien arising from any work of improvement, however it may arise . However, Tenant m ay in good faith and at Tenant ’s own expense contest the validity of any such asserted lien, claim, or demand, provided Tenant has furnished the bond required in California Civil Code section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the Site from the effect of such a lien claim).

Except for City’s willful misconduct Tenant shall defend and indemnify City against all liability and loss of any type arising out of work performed on the Site by Tenant, together with reasonable attorneys’ fees and all costs and expenses incurred by City in negotiating, settling, defending or otherwise protecting against such claims in the event of the breach by Tenant of the duty to defend or indemnify City.
iii. City’s Right to Discharge Lien. If Tenant does not cause to be recorded the bond described in California Civil Code section 3143 or otherwise protect the property under any alternative or successor statute, and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanic ’s, materialman ’s, contractor ’s or subcontractor’s lien claim, and if Tenant fails to stay the execution of the judgment by lawful means or to pay the judgment, City shall have the right, but not the duty, to p ay or otherwise discharge, stay or prevent the execution of any such judgment or lien or both . Tenant shall reimburse City for all sums paid by City under this paragraph, together with all City’s reasonable attorneys’ fees and costs, plus interest on those sums, fees and costs at the rate of 10% per year from the date of payment until the date of reimbursement. iv. Notice of Completion . On completion of any substantial work of improvement during the Term, Tenant shall file or cause to be filed a notice of completion. Tenant hereby appoints City as Tenant ’s attorney-in-fact to file the notice of completion on Tenant ’s failure to do so after the work of improvement has been substantially completed. v. Notice of Changes in Plans . On completion of any work of improvement, Tenant shall give City notice of all changes in plans or specifications made during the course of

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9 the work and shall, at the same time and in the same manner, supply City with “as built” drawings, both on paper and on CAD, accurately reflecting all such changes . City acknowledges that it is common practice in the construction industry to make numerous changes during the course of construction on substantial projects. Changes that do not substantially alter plans and specifications previously approved by City do not constitute a breach of Tenant’s obligations.

M. Maintenance; Repairs, Alterations; Reconstruction.
i. Tenant Required to Maintain Site . Throughout the Term, Tenant shall, at Tenant’s sole cost and expense, maintain the Site and all improvements constructed on the Site pursuant to the Lease in good order condition and repair, ordinary wear and tear excepted, and in accordance with all applicable laws, rules, ordinances, orders and regulations of: (a) federal, state, county, municipal and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus and officials; (b) the insurance underwriting board or insurance inspection bureau having or claiming juris diction; and (c) all insurance companies insuring all or any part of the Site or Improvements or both. ii. Maintenance of “wetland/aquatic site”. Within 45 days of execution of Lease, t he City and Tenant shall jointly develop and enter into a Maintenance and Management Plan (MMP) for the City constructed “wetland/aquatic site”.

The specific maintenance actions and resources required, and responsibilities for actions will be developed by the Tenant and the City with a mutually acceptable proportion of resources required to implement the “MMP”. Tenant and City together shall recruit and organize such expertise and other consultants necessary for development and implementation of the MMP, and shall share in providing resource for the MMP in a mutually agreed to formula. City and Tenant anticipate that the upon the execution and recordation of the permanent conservation easement on the Regional Park Preserve Site, the Yolo Habitat Conservancy will assume responsibility for the mon itoring and maintenance of the wetland/aquatic site. At the time that Yolo Habit Conservancy assumes such responsibility, City and Tenant agree to work in good faith to make amendments to or terminate the MMP consistent with the Yolo Habitat Conservancy’s assumption of responsibility as described herein.

Tenant shall promptly and diligently repair, restore, and replace as required to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the Environmental Education Center, resulting wholly or in part from causes required by this Lease to be covered by property insurance, if the cost of the work so required does not exceed fifty percent (50%) of the replacement value of all the Environmental Education Center. If the cost does exceed that percent, Tenant may nevertheless repair, restore , and replace as above or may, by notice to City, elect instead to raze the Environmental Education Center Building damaged or destroyed.

Within thirty (30) days after such notice, City may, by notice to Tenant, elect to repair, restore and replace as above, and Tenant shall not raze until the expiration of the time for City’s notice of its election. The completed work of maintenance, compliance, repair, restoration, or replacement shall be equal in value, quality , and use to the condition of the Improvements before the event giving rise to the work, except as expressly provided to the contrary in this Lease . City shall not be required pursuant to the terms of this Lease to furnish any services or facilities or to make any repairs or alterations of any kind in or on the Site outside of its obligations to maintain prior improvement and permits as defined in Section 5.M.i.a. City’s election to perform any obligation of Tenant under this provision on Tenant’s failure or refusal to do so shall not constitute a waiver of any right or remedy for Tenant ’s default, and Tenant shall promptly reimburse, defend , and

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10 indemnify City against all liability, loss, cost , and expense arising f rom it, except to the extent arising from the willful misconduct of City.

Nothing in this provision defining the duty of maintenance shall be construed as limiting any right given elsewhere in this Lease to alter, modify, demolish, remove , or replace any i mprovement, or as limiting provisions relating to condemnation or to damage or destruction during the final year or years of the Term . No deprivation, impairment, or limitation of use resulting from any event or work contemplated by this section shall enti tle Tenant to any offset, abatement, or reduction in rent nor to any termination or extension of the Term.

In determining whether Tenant has acted promptly as required under the foregoing paragraph, one of the criteria to be considered is the availability of any applicable insurance proceeds.

If Tenant elects not to restore after damage or destruction, in accordance with the provisions of this Lease, all insurance proceeds received by Tenant as a result of such damage or destruction shall be Tenant’s sole property.

Tenant has the right to contest by appropriate judicial or administrative proceedings, without cost or expense to City, the validity or application of any law, statute, ordinance, order, rule, regulation , or requirement (hereafter called “Law”) that Tenant repair, maintain, alter, or replace the Environmental Education Center in whole or in part, and Tenant shall not be in default for failing to do such work until a reasonable time following final determination of Tenant’s contest. If City gives notice of request, Tenant shall first furnish City a bond, satisfactory to City in form, amount, and insurer, guaranteeing compliance by Tenant with the contested law and indemnifying City against all liability that City may sustain by reason of Tenant’s failure or delay in complying with the law . City may, but is not required to, contest any such law independently of Tenant . City may, and on Tenant ’s notice of request shall, join in Tenant’s contest. City agrees to execute and deliver any papers that may be necessary or proper to permit Tenant to contest the validity or application of any such law, ordinance, order, rule, regulation, or requirement.
iii. Major and Minor Repairs, Reconstruction, Alterations . City’s approval is not required for Tenant ’s minor repairs, alterations , or additions. “Minor” means a construction cost not exceeding Twenty-five Thousand Dollars ($25,000.00) , none of which is derived from funds advanced on the security of an encumbrance on the leasehold or the property. “Construction cost” includes all costs that would constitute the basis of a valid claim or claims under the mechanics’ lien laws in effect at the time the work is commenced for any demolition and any removal of existing Improvements or parts of Improvements as well as f or preparation, construction and completion of all new improvements or parts of improvements . The dollar amount stated above shall be adjusted annually by the percentage change in the index known as the Engineering News Record -San Francisco Bay Area Cost o f Construction Index or successor index. If the index is discontinued and there is no successor index, the reference figure shall be determined by the senior officer in the closest office of the United States Department of Commerce or successor department or agency. “Major” repairs, alterations or additions are those not defined as minor above . For major repairs, alterations or additions, Tenant shall comply with all construction conditions elsewhere in this Lease.

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11 iv. Damage or Destruction During Final Yea rs of Term. Tenant is relieved of the obligation to, but may, repair, restore , or reconstruct improvements damaged or destroyed during the final five (5) years of the Term, if: (i) the work or repairing, restoring, or reconstructing would cost more than 20% of the cost of initial construction, adjusted by the percentage change in the index known as the Engineering News Record -San Francisco Bay Area Cost of Construction Index or successor index; and (ii) Tenant complies with all the following conditions:
a. Gives City notice of the damage or destruction promptly but not later than thirty (30) days after the event, detailing facts that qualify the casualty under this provision;
b. Is not then in default under any provision or condition of this Lease beyond any applicable notice or cure period;
c. Continues to make all payments when due as required by the provisions of this Lease, provided that City may, by notice given at any time after Tenant’s notice of the damage or destruction, elect to terminate the Lease at a date stated in City’s notice and to forgive all rent for the period following that date. In the event of termination by City, payments of taxes and insurance shall be prorated as of the date of such termination; d. Pays in full, or has paid in full, any outstanding indebtedness incurred by Tenant and secured by an encumbrance or encumbrances on the leasehold or City’s fee or both;
e. Delivers possession of the Site to City and quitclaims all right, title and interest in the land and improvements if, and promptly after, ceasing to do business in the Site; f. Causes to be discharged all liens and encumbrances resulting from any act or omission of Tenant;
g. Effectively relinquishes all remaining options to extend or renew the Lease, provided that the giving of notice of damage or destruction as a condition of relief from the obligation to repair, restore, or reconstruct shall be conclusively construed as such a relinquishment;
h. Removes or deposits the cost of removing all fixtures and improvements as specified in Section 5.N.iii; and
i. Effectively relinquishes and transfers to City all insurance proceeds resulting from the casualty to the extent that they exceed the unpaid balance of principal and interest on all loans secured by liens or encumbrances on the affected premises and the cost for any removal of fixtures and improvements required pursuant to the terms and conditions of Section

5.N.iii.
v. City Responsibilities. Throughout the Term, City shall, at City’s sole cost and expense, maintain access to the and certain improvements constructed on the Regional Park Preserve Site prior to and subsequent to the commencement of the Lease (“non-Tenant improvements”) in good order condition and repair, ordinary wear and tear excepted, as reasonably determined by the City. City shall promptly and diligently repair, restore, and replace as required to maintain or comply as above, or to remedy all damage to, destruction of, or damage caused by, all or any part of the non-Tenant improvements that directly impact Tenant’s

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12 use of the Site. Improvements referenced in this paragraph include City utility service to the Site, including domestic water, sewer/waste system and refuse disposal, access roads through the Regional Park Preserve Site to the Site, parking areas that serve the Site, security fencing and access gates, security lighting, and periodic draining and refilling of wetlands to maintain functional purposes of the permanent ponded area and seasonal wetland, except to the extent that the responsibility for the permanent ponded area and seasonable wetland has been assumed by the Yolo Habitat Conservancy.

N. Ownership of Improvements.
i. Ownership of New Improvements . All improvements constructed on the Site by Tenant as permitted by this Lease shall be owned by Tenant until expiration of the Term or sooner termination of this Lease . Tenant shall not, however, remove any improvements from the Site nor waste, destroy, or modify any improvements on the Site, except as permitted by this Lease. The parties covenant for themselves and all persons claiming under them that the improvements are real property.
ii. Alterations. Throughout the Term, Tenant shall have the right to alter, expand and remodel the Environmental Education Center, subject to Tenant’s obligations under this Section 5. City shall not withhold permission for such alterations to the Environmental Education Center, except that City may exercise reasonable right to approve changes that would affect the exterior appearance of the Environmental Education Center. Tenant shall have the absolute right to make changes in the interior of the Environmental Education Center, including the replacement and removal of walls and rearrangement of the layout of suites. iii. Equipment, Chattel, Tra de Fixtures . All articles of personal property, including all chattel and business and trade fixtures, machinery, equipment, furniture, and movable partitions owned by Tenant or any subtenants, and which w ere installed by Tenant or subtenants at their expe nse on the Site , shall remain the property of Tenant or subtenant, respectively, and may be removed at any time during the Term or upon termination of this Lease . Tenant shall be responsible for the repair of any damage caused by such removal. iv. Ownership at Termination. Subject to the provisions of Section 5.N. and 10, all improvements on the Site at the expiration of the Term or sooner termination of this Lease shall, without compensation to Tenant, then become City’s property free and clear of all claims to or against them by Tenant or any third person, and Tenant shall defend and indemnify City against all liability and loss arising from such claims or from City’s exercise of the rights conferred by this paragraph except to the extent arising from City’s willful misconduct. v. Tenant’s Duty to Remove Debris and Hazards. At the expiration or sooner termination of the Term, City may, at City’s election, demand the removal from the Site of all debris and hazards, as specified in the notice provided for below . A demand to take effect at the normal expiration of the Term shall be effected by notice given at l east six (6) months before the expiration date; provided that the time for City to give such notice shall not expire until fifteen (15) days after a notice to City from Tenant stating the expiration date and referencing this section.

A demand to take effect on any other termination of the Lease shall be effected by notice given in or concurrently with notice of such termination or within fifteen (15) days after such termination.

Tenant shall comply with the notice before the expiration date, for normal termination, and within

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13 ninety (90) days after the notice for other terminations. The cost of such removal shall be paid by Tenant. The duty imposed by this Section 5.N. shall not inc lude an obligation to remove underground utilities, parking and sidewalk areas and landscaping.

O. Local, State & Federal Laws. Tenant shall carry out the construction of any and all improvements to the Site in compliance with all applicable laws.

P. California Labor Code Requirements . Tenant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the perfor mance of other requirements on “public works” and “maintenance” projects. Tenant and Tenant’s contractors and subcontractors performing the improvement work described under this Agreement that qualifies as a “pub lic works” or “maintenance” project, as defined by the Prevailing Wage Laws, shall fully comply w ith such Prevailing Wage Laws. Tenant shall provide a copy of the prevailing rates of per diem wages in effect to Tenant’s contractors. Tenant shall additionally make copies of the prevailing rates of per diem wages for each craft, classification , or type of worker needed to execute the improvement work described under this Agreement available to interested parties upon request, and shall post copies at Tenant's principal place of busine ss and at the site of the work. Tenant shall defend, indemnify, and hold City, its elected officials, officers, employees , and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Tenant and all subco ntractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sec tion 1776), hours of labor (Labor Code Sections 1813 and 1815), contractor registration (Labor Code Sections 1725.5 and 1771.1) , and debarment of contractors and subcontractors (Labor Code Sections 1777.1). The improvement work described under this Agreement may also be subject to labor compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Tenant’s sole responsibility to comply with all applicable labor compliance requirements.

Q. Waiver. The provisions of this Section 5 shall govern the rights of the parties in the event of any full or partial destruction of improvements on the Site . Tenant hereby waives the provisions of Civil Code section 1932(2) and Civil Code section 1933(4) with respect to any destruction of any improvements on the Site to the extent that such Civil Code sections are inconsistent with the provisions of this Section 5.

Section 6. Taxes and Assessments.

A. Personal Property Taxes . Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges (“taxes”) that are levied and assessed against Tenant’s personal property installed or located in or on the Property that become payable during the Term.

On written demand by City, Tenant shall furnish City with reasonably satisfactory evidence of these payments.

B. Revenue & Taxation Code Section 107.6, Possessory Interest Tax . Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxes and that, in the event that a possess ory interest is created, Tenant shall be responsible for payment of property taxes levied against such possessory interest.

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14 C. Real Property Taxes . Tenant shall pay all real property taxes (including, if applicable, any possessory interest taxes), general and special taxes and assessments ( “real property taxes”) levied and assessed against the Site and Tenant’s improvements on the Site. Each year, City shall notify Tenant of the real property taxes, and immediately on receipt of the tax bill, shall furnish Tenant with a copy of the tax bill. Tenant shall, semi-annually, pay the real property taxes not later than the taxing authority’s delinquency date.

D. Tenant’s Tax Liability Prorated . Tenant’s liability to pay real property taxes and new assessments shal l be prorated on the basis of a 365 -day year to account for any fractional portion of a fiscal tax year included in the Lease Term at its inception and expiration or earlier termination in accordance with this Lease.

E. Tax Contest. Tenant, at its cost, shall have the right at any time to seek a reduction in the assessed valuation of the Property or to contest any real property taxes that are to be paid by Tenant. If Tenant seeks a reduction or contests the real property taxes, the failure on Tenant’s part to pay the real property taxes shall not constitute a default as long as Tenant complies with the provisions of this paragraph.

City shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of City or any owner of the Property. In that case City shall join in the proceeding or contest or permit it to be brought in City’s name as long as City is not required to bear any cost . Tenant, on f inal determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered, together with all costs, charges, interest , and penalties incidental to the decision or judgment. If Tenant does not pay the real property taxes when due and Tenant seeks a reduction or contests them as provided in this paragraph, before the commencement of the proceeding or contest Tenant shall furnish to City a surety bond issued by an insurance comp any qualified to do business in California . The amount of the bond shall equal one hundred and ten percent (110%) of the total amount of real property taxes in dispute. The bond shall hold City and the Property harmless from any damage arising out of the p roceeding or contest and shall insure the payment of any judgment that may be rendered.

7. Utilities. Prior to submittal of building permits for the Environmental Education Cente r building, an amendment to this Lease Agreement shall be made identifying T enant and City ’s responsibilities for the costs of utilities serving the Property including construction, maintenance, and use charges for water, sewer, gas, electric, telecommunication, and waste collection.

8. Indemnity.

A. General Indemnity. Tenant agrees to protect and does hereby indemnify and hold City harmless from all demands, claims, actions and damages to any person or property (including reasonable attorneys’ fees) arising out of or connected with the use or occupancy of the Site by Tenant other than those attributable (and then to the extent attributable) to the negligent or willful misconduct of City or City’s agents and their employees.

B. Environmental Indemnity . Tenant agrees, from and after the Lease Term Commencement Date, to defend (with counsel reasonably satisfactory to City), indemnify, protect, and hold harmless City and its officers, beneficiaries, employees, agents, attorneys, representatives, legal succe ssors, and assigns (“City Indemnitees”) from, regarding , and against

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15 any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions (as defined herein), claims, losses, damages, fines, penalties, expenses, Environmental Response Costs (as defined herein) or costs of any kind or nature whatsoever, together with fees (including, without limitation, reasonable attorneys’ fees and experts’ and consultants’ fees), resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migration , and/or release of Hazardous Materials (as defined herein), at, on, in, beneath, or from the Site caused by Tenant or Tenant’s employees, agents, or contr actors during the term of the Lease (sometimes herein collectively referred to as “Contamination”), except to the extent caused by the City or its agents, contractors, or employees during the City’s ownership of the Site or existing on, in, or under the Site prior to the commencement of the Lease or caused by the City or its agents, contractors , or employees during the term of the Lease. Tenant’s defense, indemnification, protection , and hold harmless obligations herein shall include, withou t limitation, the duty to respond to any governmental inquiry, investigation, claim, or demand regarding the Contamination, at Tenant’s sole cost.

City agrees, from and after the Lease Term Commencement Date, to defend (with counsel reasonably satisfactory to Tenant), indemnify, protect, and hold harmless Tenant and its officers, beneficiaries, employees, agents, attorneys, representatives, legal successors, and assigns (“Tenant Indemnitees ”) from, regarding and against any and all liabilities, obligations, orders, decrees, judgments, liens, demands, actions, Environmental Response Actions (as defined herein), claims, losses, damages, fines, penalties, member expenses, Environmental Response Costs (as defined herein), or costs of any kind or nature whatsoeve r, together with fees (including, without limitation, reasonable attorneys ’ fees and experts ’ and consultants ’ fees) resulting from or in connection with the actual or claimed generation, storage, handling, transportation, use, presence, placement, migrati on, and/or release of Hazardous Materials (as defined herein), at, on, in, beneath, or from the Site or adjacent properties (sometimes herein collectively referred to as “Contamination”) prior to the commencement of the Lease or caused by the City or its a gents, contractors, or employees during the term of the Lease. City’s defense, indemnification, protection, and hold harmless obligations herein shall include, without limitation, the duty to respond to any governmental inquiry, investigation, claim, or demand regarding the Contamination, at City’s sole cost.
i. Release and Waiver. Tenant hereby releases and waives all rights, causes of action, and claims Tenant has or may have in the future against the Indemnitees arising out of or in connection with any Hazardous Materials (as defined herein), at, on, in, beneath or from the Site, except to the extent caused or permitted by City or its contractors, agents, or employees prior to conveyance to the Tenant or caused by City during the term of the Lease. In furtherance of the intentions set forth herein, Tenant acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California which provides as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Tenant hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California or any similar provision of

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16 the statutory or nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section.

City hereby releases and waives all rights, causes of action and claims City has or may have in the future against the Tenant arising out of or in connection with any Hazardous Materials (as defined herein), at, on, in, beneath or from the Site, caused by City during the term of the Lease. In furtherance of the intentions set forth herein, City acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California which provides as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” City hereby waives and relinquishes any right or benefit which it has or may have under Section 1542 of the Civil Code of the State of California or any similar provision of the statutory or nonstatutory law of any other applicable jurisdiction to the full extent that it may lawfully waive all such rights and benefits pertaining to the subject matter of this Section. ii. Definitions.
a. As used in this Lease, the term “Environmental Response Actions” means any and all activities, data compilations, preparation of studies or reports, interaction with environmental regulatory agencies, obligations and undertakings associated with environmental investigations, removal activities, remediation activities , or responses to inquiries and notice letters, as may be sought, initiated , or required in connection with any local, state , or federal governmental or private party claims, including any claims by Tenant. b. As used in this Lease, the term “Environmental Response Costs ” means any and all costs associated with Environmental Response Actions including, without limitation, any and all fines, penalties and damages.
c. As used in this Lease, the term “Hazardous Materials” means any substance, material, or waste that is (1) defined as a “hazardous waste, ” “hazardous material,” “hazardous substance,” “extremely hazardous waste, ” or “restricted hazardous waste” under any provision of California law; (2) petroleum or petroleum products; (3) asbestos; (4) polychlorinated biphenyls; (5) radioactive materials; (6) designated as a “hazardous substance ” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. section 1251 et seq. (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. § 1317); (7) defined as a “hazardous substance” pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. section 6901 et seq. (42 U.S.C. § 6903) or its implementing regulations; (8) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. section 9601 et seq. (42 U.S.C. § 9601); or (9) determined by California, federal or local governmental authority to be capable of posing a risk of injury to health, safety or property.

C. Materiality. Tenant acknowledges and agrees that the defense, indemnification, protection, and hold harmless obligations of Tenant for the b enefit of City set forth in this Lease are a material element of the consideration to City for the performance of its obligations under this

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17 Lease, and that City would not have entered this Lease unless Tenant’s obligations were as provided for herein.

9. Insurance.

A. General. Without limiting Tenant’s indemnification of City, Tenant shall provide and maintain at its own expense during the Lease Term the following programs of insurance covering its operations hereunder . Such insurance shall be provided by insurer(s) reasonably satisfactory to City and evidence of such programs satisfactory to City shall be delivered to City on or before the Lease Term Commencement Date . Such evidence shall specifically identify this Lease and shall contain express conditions that City is to be given written notice at least 30 days in advance of any material modification or termination of any program of insurance.

B. During Construction. During the period of construction, Tenant shall provide or cause its contractors or subcontractors to furnish the following forms and amounts of insurance .

Such insurance shall be primary to and not contributing with any other insurance maintained by City, shall name City as an additional insured, and shall include, but not be limited to:
i. Builders All-Risk Insurance covering the entire work against loss or damage until completion and acceptance by City as evidenced by the issuance of a Certificate of Completion. Such insurance shall be in an amount equal to the replacement value of the subject improvements and endorsed for broad form property damage, breach of warranty, and explosions, collapse and underground hazards, except earthquakes. Reasonable deductibles will be allowed. ii. Commercial General Liability Insurance endorsed for premises-operations, products/completed operations and contractual liability, in the amount of at least $1,000,000 for any person, $3,000,000 for any occurrence, $5,000,000 annu al aggregate and $500,000 property damage.
iii. Commercial Auto Liability Insurance endorsed for all owned and non - owned vehicles with a combined single limit of at least One Million Dollars ($1,000,000) per occurrence.
iv. Worker’s Compensation Insurance in an amount and form to meet all applicable requirements of the Labor Code of the State of California and that specifically covers all persons providing services on behalf of Tenant under this Lease and all risks to such persons and employer’s liability i nsurance with a limit of no less than $1,000,000 per employee and $1,000,000 per occurrence.

C. Following Completion of Construction . During the term of this Lease, following the issuance of a Certificate of Completion, Tenant shall provide the following forms and amounts of insurance with respect to the Site. Such insurance shall be primary to and not contributing with any other insurance maintained by City, shall name City as an additional insured, and shall include, but not be limited to:
i. Property Insurance in at least as broad as ISO Special Form Causes of Loss, CP 1030 covering all improvements against loss or damage in an amount equal to not less than 100% of the replacement cost, with such deductible as shall be reasonable in comparison with similar properties . An earthquake endorsement shall not be required . City shall be made an additional insured on any policy of insurance required by any permanent or construction lender.

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18 ii. Commercial General Liability Insurance in at least as broad as the most commonly available ISO commercial general liability policy Form CG 00 01 endorsed for premises-operation, products/completed operations, and contractual liab ility in the amount of at least $3,000,000 for any occurrence, and a general aggregate limit of at least $5,000,000 and $500,000 property damage.

D. Review. The liability insurance requirements may be reviewed by City and Tenant every five years for the purpose of mutually increasing (in consultation with their respective insurance advisors) the minimum limits of such insurance from time to time to limits which shall be reasonable and customary for similar facilities of like size and operation in accordance with generally accepted insurance industry standards. If the parties are unable to mutually agree upon such new limits within thirty (30) days of a written demand by one party upon the other, the determination of an independent insurance advisor selected by the parties’ insurance advisors shall be binding upon the parties.

E Proof of Coverage. All policies required hereunder shall be with companies having a Best’s A VII rating (and if Best’s no longer exists, an equivalent rating). Executed copies of all policies of insurance or certificates thereof shall be delivered to City. All insurance poli cies required by this Section 9, except for Section 9.C(1) shall name City as an additional insured. As often as any such policies shall expire or terminate, renewal or additional policies shall be procured and maintained in like manner and to like extent. All policies of insurance must contain a provision that the company writing such policy will give all parties thirty (30) days advance written notice of any cancellation or lapse of the effective date or any reduction in the amounts of insurance.

Nothing in this Section 9 shall prevent Tenant from carrying insurance of the kind required of Tenant under a blanket insurance policy or policies that cover other properties owned or operated by Tenant. Tenant shall provide City with certificates of insurance naming City as an additional insured and setting forth the required coverage.

10. Condemnation.

A. Definitions.
i. “Condemnation” means (1) the exercise of any governmental power in eminent domain, whether by legal proceedings or otherwise, by a condemnor, and (2) a voluntary sale or transfer to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.
ii. “Date of taking” means the date the condemnor has the right to possession of the property being condemned.
iii. “Award” means all compensation, sums or anything of value awarded, paid or received on a total or partial condemnation.

D. “Condemnor” means any public or quasi -public authority, or private corporation or individual, having the power of condemnation.

B. Parties’ Rights and Obligations to be Governed by Lease. If during the Lease Term there is any taking of all or any part of the Site, any improvements on the Site , or any interest in this Lease by condemnation, the rights and obligations of the parties shall be determined pursuant to the provisions of this Section 10.

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19 C. Total Taking . If the Site is totally taken by condemnation, this Lease shall terminate on the date of taking.

D. Effect of Partial Taking. If any portion of the Site or the improvements thereon is taken by condemnation, this Lease shall remain in effect, except that Tenant may elect to terminate this Lease if the remaining portion of the Site is rendered unsuitable (as defined herein) for Ten ant’s continued use . The remaining portion of the Site shall be deemed unsuitable for Tenant’s continued use if following a reasonable amount of reconstruction, Tenant ’s Environmental Education Center on the Site could not be operated in a manner that is comparable to the manner of operation prior to the date of the taking. Tenant must exercise its right to terminate by giving City written notice of its election within ninety (90) days after the nature and extent of the taking have been finally determined . Such notice shall also specify the date of termination, which shall not be prior to the date of taking. Failure to properly exercise the election provided for in this paragraph will result in this Lease continuing in full force and effect.

E. Restoration of the Site . If, in Tenant ’s judgment, it is reasonably possible and economically feasible to do so, Tenant shall be entitled to use so much of the Award as is necessary to restore or to add on to the Site so that the area and approximate layout of the Site will be substantially the same after the date of taking as they were before the date of taking. In such a case the remainder of the Award shall belong to City. If it is not reasonably possible to so restore the area and layout of the Site, the remaining provisions of this Section 10 shall govern the rights of the parties.

F. Waiver of Code of Civil Procedure Section 1265.130 . Each party waives the provisions of the Code of Civil Procedure section 1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Site.

G. Award. In the event of a partial taking, the Award for the Site and the improvements shall be applied as provided in Section 10.E. above. In the event of a Total Taking or if it is not reasonably possible to restore the Site and improvements as provided in Section 10.E., any Award awarded or made payable because of the taking shall be allocated between City and Tenant as follows:
i. City shall first be entitled to receive and retain as its own property, and Tenant hereby assigns to City, such portion of the Award payable for the taking of any land that is part of the Site.
i. Tenant shall then be entitled to receive, and City hereby assigns to Tenant, the balance of the Award.

The award for the Site and for the improvements shall belong to City, except as hereinafter provided. Tenant shall be entitled to the value of its interest in any personal property and fixtures that it has the right to remove and to any portion of the award specified to apply to Tenant ’s goodwill, and to be compensated for interruption of or damage to Tenant ’s business and compensation based upon the then fair market value of Tenant ’s interest in this Lease ( “bonus value”).

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20 11. Tenant Defaults and City’s Remedies.

A. Defaults by Tenant . Any of the following occurrences shall constitute a default under this Lease:
i. Tenant shall at any time be in default in the payment of rent or any other monetary sum called for by this Lease for more than ten (10) days following written notice from City to Tenant; or
ii. Tenant shall at any time be in default in the keeping and performing of any of its other covenants or agreements herein contained, and such other d efault continues for thirty (30) days after written notice thereof from City to Tenant specifying the particulars of such default, or if such other default is of a nature that curing such default will take more than thirty (30) days and Tenant has failed to commence such cure within such thirty (30) days and to thereafter diligently pursue completion of such cure; or iii. Tenant fails to commence the construction of the improvements as required under this Lease for a period of three (3) months after written notice thereof from City; or iv. Tenant abandons or substantially suspends the construction as required by this Lease prior to the completion thereof and issuance of a Certificate of Completion, except for suspensions due to Tenant ’s inability to obtain necessary supplies or materials, events described in subsection and such abandonment or suspension shall not be cured within thirty (30) days of written notice from City to Tenant; or
v. Tenant fails to complete construction of the Environmental Education Center Building within the time set forth in Section 5.B. and such default shall not be cured within thirty (30) days of written notice from City to Tenant; or vi. Tenant assigns (whether or not such assignment is deemed to be effect ive) this Lease (or any rights therein or herein), or sells, transfers, conveys, assigns, or leases the whole or any part of the Site or any improvement constructed thereon in violation of this Lease; or vii. Any change in control of Tenant or of a part th ereof, or any other act or transaction involving or resulting in a change in the identity of the parties in control of Tenant or the degree of such control inconsistent with this Lease.

B. City’s Remedies. Upon the occurrence of any such default in additi on to any and all other rights or remedies of City hereunder, or by law or in equity provided, City shall have the sole option to exercise the following rights and remedies:
i. Terminate this Lease by giving Tenant notice of termination. On the giving of the notice, all Tenant’s rights in the Site and in all improvements shall terminate. Promptly after notice of termination, Tenant shall surrender and vacate the Site and all improvements in broom - clean condition; and, subject to the provisions in Section 11.B.ii., below, respecting the right of certain subtenants to remain, City may reenter and take possession of the Site and all improvements and eject all parties in possession or eject some and not others, or eject none . Termination under this paragraph shall not relieve Tenant from the payment of any sum then due to City or from any claim for damages previously accrued or then accruing against Tenant.

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21 ii. Even though it may have relet the Site, thereafter elect to terminate this Lease and all of Tenant’s rights in or to the Site.

C. Default Not Susceptible to Cure Within Prescribed Period . Notwithstanding any other provisions of this Section, City agrees that if the default complained of, other than for the payment of monies, is of such a nature that the same cannot be rectified or cured within the period requiring such rectification or curing as specified in the written notice relating thereto, then such default shall be deemed to be rectified or cured if Tenant within such period shall have commenced the rectification and curing thereof and shall continue thereafter with all due diligence to cause such rectification and curing and does so complete the same with the use of such diligence as aforesaid.

D. City’s Right to Cure Tenant ’s Default. City, at any time after Tenant commits a default that Tenant has failed to cure within the time established therefore, may cure the default at Tenant’s sole cost. If City at any time, by reason of Tenant’s default, pays any sum, the sum paid by City shall be due immediately from Tenant to City at the time the sum is paid, and if paid at a later date, shall bear interest at the lesser of ten percent (10%) or the maximum rate permitted under Section 1(2) of Article XV of the California Constitution from the date the sum is paid by City until City is reimbursed by Tenant. The sum, together with interest on it, shall be Additional Rent.

12. Mortgage. Tenant may not mortgage or otherwise encumber Tenant’s leasehold estate to an institutional investor or assign this Lease as security for such mortgage. Neither shall City’s fee interest be encumbered or subordinated to any such leasehold mortgage for construction or permanent financing or for any other purpose.

13. Miscellaneous.

A. Holding Over. If Tenant shall hold over the Site after the expiration of the T erm hereof with the consent of City, either express or implied, such holding over shall be construed to be only a tenancy from month to month, subject to all the covenants, conditions , and obligations contained in this Lease. Tenant hereby agrees to pay to City as monthly rental one-twelfth of the annual Base Rent in e ffect at the expiration of the T erm, together with one -twelfth of the other monetary sums (such as taxes, insurance, etc.) that are Tenant’s obligations to pay under this Lease and that are not passed on to subtenants through subleases.

B. Attorneys’ Fees. In the event that any action or arbitration is brought by either party hereto as against the other party hereto for the enforcement or declaration of any ri ght or remedies in or under this Lease or for the breach of any covenant or condition of this Lease, then and in that event the prevailing party shall be entitled to recover, and the other party agrees to pay, all fees and costs to be fixed by the court or arbitrator therein including, but not limited to, reasonable attorneys’ fees.

C. Quiet Possession. City agrees that Tenant, so long as Tenant is not in default after notice and time to cure as provided under this Lease and is paying the rent and performin g the covenants and conditions of this Lease, shall quietly have, hold, and enjoy the Site throughout the term hereof without interruption or disturbance from City or any other persons claiming by, through or under City; and City warrants to Tenant that as of the Commencement Date of said Lease Term, there were no existing tenancies on the Site.

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22 D. Force Majeure. Except as to the payment of rent, neither of the parties hereto shall be chargeable with, liable for, or responsible to, the other for anything o r in any amount for any delay caused by fire, earthquake, explosion, flood, hurricane, the elements, acts of God or the public enemy, action, inaction or interference of governmental authorities or agents, including a City referendum or initiative, war, in vasion, insurrection, rebellion, riots, strikes or lockouts , or any other cause whether similar or dissimilar to the foregoing that is beyond the reasonable control of such parties and any delay due to said causes or any of them shall not be deemed a breach of or default in the performance of this Lease.

E. Notices.
i. “Notice” means any notice, demand, request , or other communication or document to be provided under this Lease to a party to this Lease. ii. The Notice shall be in writing and shall be given to the party at its address or fax number set forth below or such other address or fax number as the party may later specify for that purpose by Notice to the other party. Each Notice shall, for all purposes, be deemed given and received:
a. If given by fax, when the fax is transmitted to the party ’s fax number specified below and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next business day if not confirmed during normal business hours;
(2) If hand-delivered to a party against receipted copy, when the copy of Notice is receipted;
(3) If given by a nationally -recognized and reputable overnight delivery service, the day on which the Notice is actually received by the party; or (4) If given by certified mail, return receipt requested, postage prepaid, two business days after it is deposited with the United States Postal Service.

To City: City of Woodland
300 First Street
Woodland, California 95695
Attention: City Manager
Telephone: (530) 661-5800
Telecopy: (530) 661-5813
To Tenant: Tuleyome
622 Main Street, Suite 200
Woodland, CA 95695
Attention: President, Board of Trustees
Telephone: (530) 350-2599

iii. If any Notice is sent by telecopy, the transmitting party as a courtesy may send a duplicate copy of the Notice to the other party by regular mail. In all events, however, any Notice sent by telecopy transmission shall govern all matters dealing with delivery of the Notice, including the date on which the Notice is deemed to have been received by the other party.

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23 iv. The provisions above governing the date on which a Notice is deemed to have been received by a party to this Lease shall mean and refer to the date on which a party to this Lease, and not its counsel or other recipient to which a copy of the Notice may be sent, is deemed to have received the Notice.
v. If Notice is tendered under the provisions of this Lease and is refused by the intended recipient of the Notice, the Notice shall nonetheless be considered to have been given and shall be effective as of the date provided in this Lease . The contrary notwithstanding, any Notice given to either party in a manner other than that provided in this Lease that is actually received by the noticed party, shall be effective with respect to such party on receipt of the Notice.

Either party hereto may from time to time by written notice to the other party designate a different address that shall be substituted for the one above specified. Notices shall be effective when received. Any notice or other document sent by certified mail, as aforesaid, shall be deemed received 72 hours after the mailing thereof, as above provided . Notices or other documents sent by personal delivery shall be deemed received on the date of such delivery.

F. Waiver. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Lease shall be construed to be a waiver of any succeeding breach of the same or other terms, covenants, agreements, restrictions and conditions hereof.

G. Surrender. Upon the expiration or sooner termination of the term of this Lease, and notwithstanding anything herein contained to the contrary, Tenant shall surrender to City the entire Site, together with t he improvements then situated thereon, unless specifically exempted by this Lease, in good condition and repair, except for reasonable wear and tear.

H. Binding Agreement. Subject to the restrictions set forth herein regarding assignment of the leasehold estate, each of the terms, covenants, and conditions of this Lease shall extend to and be binding on and shall inure to the benefit of not only City and Tenant, but to each of their respective heirs, administrators, executors, successors, and assigns. Whenever in this Lease reference is made to either City or Tenant, the reference shall be deemed to include, wherever applicable, the heirs, administrators, executors, successors , and assigns of such parties, the same as if in every case expressed.

I. City’s Right to Enter the Site. City and its authorized representatives shall have the right to enter the Site at all reasonable times, after giving Tenant three (3) business days prior written notice, for any of the following purposes: to determine whether the S ite is in good condition and whether Tenant is complying with its obligations under this Lease; to do any necessary maintenance and to make any restoration to the Site that City has the right or obligation to perform; to serve, post or keep posted any noti ces required or allowed under the provisions of this Lease; to post “for rent” or “for lease” signs during the last 60 days of the term, or during any period while Tenant is in default; to show the Site to prospective brokers, agents, buyers, tenants ,or p ersons interested in an exchange, at any time during the term; and to do any act or thing necessary for the safety or preservation of the Site if any excavation or other construction is undertaken or is about to be undertaken on any adjacent property or nearby street. If practical, City shall make reasonable efforts to enter the Site during times the portion of the Site being entered is closed for business.

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24 City shall not be liable in any manner for any inconvenience, disturbance, loss of business, nuisance, or other damage arising out of City’s entry on the Site as provided in this Section other than those caused by City’s or its agents or contractors negligence or willful misconduct.

Tenant shall not be entitled to an abatement or reduction of rent if City exercises any rights reserved in this Section.

J. Disclaimer of Partnership. The relationship of the parties hereto is that of City and Tenant, and it is expressly understood and agreed that City does not in any way nor for any purpose become a partner of Tenant or a joint venturer with Tenant in the conduct of Tenant’s business or otherwise.

K. Brokers. Each party represents and warrants that it has not dealt with any real estate broker or agent in connection with this Lease . Each party shall indemnify the other and hold it harmless from any cost, expense, or liability (including costs of suit and reasonable attorneys’ fees) for any compensation, commission, or fees claimed by any real estate broker or agent in connection with this Lease or its negotiation by reason of any act or statement of the indemnifying party.

L. Memorandum. Contemporaneously with the execution of this Lease, City and Tenant will execute and acknowledge for recordation in the Official Records of Yolo County, a Memorandum of this Lea se in the form of Exhibit “C” attached hereto and incorporated herein which shall be recorded in the Official Records of Yolo County. Any amendment or modification thereof may, at the request of either party, also be recorded in the Official Records of Yolo County, California. A form of the Memorandum, including the Option and Right of Refusal, is attached to this Lease.

M. Quitclaim. At the expiration or earlier termination of this Lease, Tenant shall execute, acknowledge, and deliver to City within thirty (30) days after written demand from City to Tenant, any quitclaim deed or other document required by any reputable title company to remove the cloud of this Lease from the real property subject to this Lease.

N. Interpretation. The titles to the sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.

O. Covenants and Conditions . Each term and each provision, including, without limitation, the obligation for the payment of rent, to be performed by Tenant or City, as the case may be, shall be construed to be both a covenant and a condition of this Lease.

P. Integration. This Lease and the exhibits and documents incorporated by reference, constitute the entire agreement between the parties , and there are no conditions, representations , or agreements regarding the matters covered by this Lease which are not expressed herein.

Q. No Merger. There shall be no merger of the leasehold estate created by this Lease with any other estate in the Site, including the fee estate, by reason of the fact that the same person may own or hold the leasehold estate created by this Lease, or an interest in such leasehold estate, and such other estate in the Site, including the fee estate, or any interest in such other estate; and no merger shall occur unless and until City, Tenant and any other party shall join in a written instrument effecting such merger and shall duly record the same.

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25 R. Estoppel Certificate. If upon any sale, assignment or hypothecation of the Site or the land thereunder by City an offset statement shall be required from Tenant, Tenant agrees to deliver, within ten (10) business days after w ritten request therefore by City, a statement in recordable form addressed to any such proposed mortgagee or purchaser, or to City, in a form reasonably requested by City’s mortgagee or purchaser, certifying that this Lease is unmodified and is in full force and effect (if such be the case), certifying the commencement and termination dates of the Lease Term, certifying that there has been no assignment or sublease of this Lease and that there are no defenses or offsets hereto (or stating those claimed by T enant) and containing such other information as may reasonably be requested by the party to whom such certificate is addressed. In the event Tenant fails to deliver such offset statement to City within the ten (10) business day period provided above, it sh all be deemed that this Lease is in full force and effect and that Tenant has no defenses or offsets against City.

If upon any sale, assignment, or other transfer of Tenant’s leasehold interest in the Site, an estoppel statement shall be required from City, City agrees to deliver within ten (10) business days after written request therefore by Tenant, a statement in recordable form addressed to any such proposed transferee, certifying that this Lease is unmodified and is in full force and effect (if such be the case), certifying the commencement and termination dates of the Lease Term, certifying that there are no claims against Tenant under this Lease (or stating those claimed by City) and containing such other information as may reasonably be requested by the party to whom such certificate is addressed. In the event City fails to deliver such certificate to Tenant within the ten (10) business day period provided above, it shall be deemed that this Lease is in full force and effect and that City has no claims against Tenant under this Lease.

S. City’s Right to Sell and Tenant ’s Right of Refusal . Except as provided in this Section 12.S, City shall have the right to sell its fee estate in the Site and assign its interest in this Lease without limitation; provided, however, that any such sale or assignment shall be subject to this Lease. Upon any such conveyance, provided any such buyer or assignee shall have agreed in writing to assume all of the obligations of City under this Lease accruing after t he date of the conveyance, City shall automatically be relieved of any obligations under this Lease other than those obligations which accrued prior to the date of such conveyance. City shall also have the right to mortgage, hypothecate, or otherwise pledge its interest in the Site and this Lease , provided the lien thereof shall expressly remain subordinate to Tenant ’s leasehold interests created under this Lease.

During the term of this Lease, City shall not enter into any agreement to sell the Site until City has received a bona fide written offer from a third party in no way related to or affiliated with City or any of City’s trustees or beneficiaries . City shall first offer the same transaction to Tenant. The offer to Tenant shall be in writing and shall contain all of the terms and conditions of the offer. Tenant shall have thirty (30) days from receipt of City’s offer within which to accept the City’s offer. Should Tenant fail to timely accept the offer, Tenant shall be deemed to have rejected the same . In the case of any rejection by Tenant, City, at any time during three months following such rejection, may enter into an agreement with the third party on the same terms and conditions rejected by Tenant free from this right of refusal, but subject to Te nant’s leasehold. If City proposes to enter into an agreement that is different from that rejected by Tenant, or to enter into an agreement that is identical to that rejected by Tenant, but after the expiration of the three (3) month period, City must first offer or re-offer such transaction to Tenant.

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26 T. Resolution of Disputes. Any dispute, controversy, or claim arising out of or relating to this Lease (“Dispute”), shall be resolved in the manner set forth in this Section 12.T, which shall be in lieu o f any form of litigation in any court, and the parties specifically waive any right to a jury trial of any dispute between them.
i. Negotiation. The parties will attempt in good faith to resolve the Dispute promptly by negotiations between senior representatives of the parties who have authority to settle the Dispute (“Representatives”).
ii . Arbitration. In the event the Representatives are not able to resolve the Dispute within thirty (30) days following the date one party first notifies the other party of the Dispute in writing, the Dispute shall be resolved by binding arbitration before a retired judge of the Superior Court, Appellate or Supreme Court of the State of California or of a United States court (the “Arbitrator”) in accordance with the following provisions:
a. The parties stipulate and agree that any and all necessary parties may be joined in the arbitration, but the parties agree to proceed with arbitration of all disputes between themselves even if other parties refuse to participate . The parties specifically waive any objection to arbitration based on the failure or refusal of any other party to be joined. b. The arbitration shall be initiated by written notice (“Arbitration Notice”) of a demand to arbitrate by registered or certified mail sent by one party to the other party. The Arbitration Notice shall include a plain statement of the Dispute and the relief requested. It shall attach the documents the party demanding arbitration relies upon and a detailed statement of the expected testimony of witnesses, including expert witnesses . Within 30 days of receipt of the demand for arbitration, the responding party shall provide its own plain statement of the dispute, together with documents it intends to rely upon and the expected testimo ny of witnesses, including expert witnesses. The parties shall each advance one-half of the Arbitrator’s fee in order to initiate the arbitration, although they shall ultimately bear responsibility for such fee as determined by the Arbitrator.
c. If the parties are unable to promptly agree upon an arbitrator, each will provide a list of three available judges to the other and the other party may strike one. If only one judge remains from this process, then that judge shall serve as the Arbitrator. If two or more judges remain from this process, then the parties shall endeavor in good faith to select one of them as the Arbitrator. In the event that the parties cannot select an arbitrator, the matter shall be submitted to JAMS for selection of a JAMS panel arbitrator. d. The Arbitrator shall schedule a pre -hearing conference to resolve procedural matters, arrange for the exchange of information, obtain stipulations and narrow the issues.
e. Prior to the arbitration, the parties shall be allowed the following limited discovery: each party shall be entitled to receive relevant documents and to take one fact witness deposition. Each party shall be entitled to take the depositions of all the opposing parties’ experts. Any further discovery shall only be allowed by order of the Arbitrator upon a showing that it is critical to the presentation of a party’s claims or defenses. All discovery shall be completed fifteen (15) days prior to the arbitration.

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27 f. The arbitration shall be completed in no more than five full consecutive days. Each party shall have two days to present its position using documentary or live witness evidence. Declarations of witnesses may be submitted in lieu of live witness testimony, provided the declarations have been produced with the Demand for Arbitration or the response thereto, or as soon thereafter as practicable. One day shall be reserved for argument or the taking of such further evidence as the Arbitrator may require. g. The Arbitrator shall have the power to grant all legal and equitable remedies, including, but not limited to, injunction, specific performance, reformation, cancellation, accounting and compensatory damages, except only that punitive damages and penalties shall not be awarded. The Arbitrator shall issue a binding decision within thirty (30) days of the conclusion of the arbitration. The Arbitrator’s interpretations of California law or applicable federal law shall form the basis of the decision. The Arbitrator’s decision shall be conclusive and binding, and it may be confir med thereafter as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in California Code of Civil Procedure section 1286.2. The validity and enforceability of the Arbitrator ’s decision is to be de termined exclusively by the California courts pursuant to the provisions of this Section 12.19. h. The Arbitrator shall award reasonable attorneys ’ fees and costs, including the Arbitrator ’s fees and expert fees, to the prevailing party . “Prevailing Party” shall be the party which obtains a net monetary recovery, exclusive of attorneys ’ fees and costs UNLESS the net monetary recovery is equal to or less than the amount of a written offer from the opposing party made after the negotiations described in Section 12.19A. The Arbitrator shall have exclusive and binding authority to determine entitlement to attorneys ’ fees and costs, including Arbitrator’s and Expert’s fees, under this section.
i. The arbitration shall be conducted in Yolo County, California.

Any party may be represented by counsel or other authorized representative. “NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE

AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE
MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES ’

PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED

BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS

YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL . BY INITIALING IN THE SPACE BELOW

YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY

AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION. IF

YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING

TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE

UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE. YOUR AGREEME NT TO THIS ARBITRATION

PROVISION IS VOLUNTARY
“WE HAVE READ AND UNDERSTAND THE FOREGOING AND

AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS
INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION TO
NEUTRAL ARBITRATION.”

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28 City Tuleyome

IN WITNESS WHEREOF, we have executed this instrument on this day of , 2022.

City of Woodland

By:

Ken Hiatt, City Manager

Attest:

Ana B. Gonzalez, City Clerk

APPROVED AS TO FORM:

Ethan Walsh, City Attorney

TENANT:

Tuleyome,
a California nonprofit corporation

By:

Its:

By:

Its:

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Exhibit A to
Ground Lease

EXHIBIT A

DESCRIPTION OF THE SITE

[To be inserted.]

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Exhibit B

EXHIBIT B

MASTER PLAN OF THE SITE

[To be inserted.]

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2 EXHIBIT C

MEMORANDUM OF LEASE
[To be inserted.]

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Exhibit C

Lease Area –
Environmental
Education
Center

EXHIBIT A
Lease Area