HomeMy WebLinkAboutAgenda - Recreation and Parks Committee - 06/22/2020RECREATION AND PARKS COMMITTEE
Monday, June 22, 2020
5 PM-6:30 PM
Rec and Park Committee Meeting
Mon, Jun 22, 2020 5:00 PM - 6:30 PM (EDT)
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AGENDA
(5:00) Call meeting to order: Katie
Changes or additions to the agenda
Comments from the public not related to the agenda
Approval of minutes from May 11th 2020 join meeting
(5:05 - 5:25) Director’s Report
(5:25-5:55) Follow-up discussion on Common Roots lease agreements
(5:55-6:05) Overlook Park Update- Holly
(6:05-6:20) Discussion of conserving park land- Mike
(6:20-6:25) Dog Park Committee Update- Mike
(6:25-6:30) Committee Update: Acknowledge of retiring members: discuss party plan
(6:30) Adjourn
NEXT REGULAR MEETING: July 13, 2020 5:00 P.M. Annual Re-organization meeting
SPECIAL JOINT MEETING: RECREATION & PARKS COMMITTEE
AND BICYCLE & PEDESTRIAN COMMITTEE
11 MAY 2020
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The South Burlington Recreation & Parks Committee and Bicycle & Pedestrian Committee held a
special joint meeting on Monday, 11 May 2020, at 6:00 p.m. by interactive remote participation.
MEMBERS PRESENT: Recreation & Parks Committee: K. Langrock, Chair; C. Pilsucki, J. Pence, J. Kochman,
G. Sproul, R. Poquette, M. Simoneau, L. Wedam; Bicycle & Pedestrian Committee: S. Goddard, Chair; B.
Britt, C. Frank, N. Anderson
ALSO PRESENT: P. Conner, Director of Planning & Zoning; H. Rees, Director of Recreation and Parks; M.
Mittag, B. Sirvis, C. Orben, R. Jeffers, J. Hodgson, F. Kochman, E. Langfeldt, A. Gill, L. Lackey
1. Welcome & Introductions:
Ms. Langrock welcomed committee members and members of the public and explained how
participation in the remote meeting would work. Committee members then introduced themselves. Mr.
Goddard noted that the Bicycle and Pedestrian Committee did not have a quorum present.
Note: with no quorum for the Bicycle and Pedestrian Committee, the meeting is only formally a meeting
of the Recreation and Parks Committee.
2. Agenda: Additions, deletions or changes in order of agenda items:
Ms. Kochman noted that the Other Paper has listed 4 openings for these committees and cited the need
for members to reapply or get other volunteers to apply. Appointments will probably be made in June.
3. Comments & Questions from the public not related to the agenda:
No comments or questions were presented.
4. Staff Updates:
Ms. Rees reported that information is being sent out every Friday. She then updated the current
situation of city parks as follows:
a. No programs are allowed to happen.
b. Up to 10 people are allowed to recreate in the city parks, maintaining physical
distance.
c. The Little League season has been cancelled.
d. Dog parks are not open, and people walking their dogs need to keep them on a 6-
foot or shorter leash.
e. No permits are being signed for field requests.
Ms. Rees also noted that a number of staff members continue to be on “furlough.” That situation is
being updated on Wednesdays.
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5. Presentation and discussion of O’Brien Farm Master Plan Concept:
Ms. Langrock stressed that this is a “big picture” presentation and is the first of many times this plan will
be heard.
Mr. Langfeldt then showed the projected overall plan and indicated what has already been permitted.
He said the new plan is the next step as they head up the hill to Old Farm Road and then to Kimball
Avenue frontage up to the border of Technology Park. There are a number of zoning districts
represented in the plan (e.g., R-12, Mixed IC, etc.). Mr. Langfeldt indicated the proposed location of 9
commercial lots at the eastern edge of the property in the Mixed IC district. The plan is to reorient Old
Farm Road as it egresses onto Kimball Avenue. The current egress is too close to Kennedy Drive, so they
will jog it east to face the existing curb cut across the road. The development is intended as a pedestrian
scale neighborhood with connecting bike and rec paths.
Mr. Hodgson said that as they develop the open space/rec path plan, there will be a lot of opportunities
for open space and connectivity in the neighborhood. He then identified the various proposed open
space areas including a wide open, flat green field where folks could throw a ball around, etc. (they are
thinking of adding some parking there). Across from the old barn area, there would be a community
center. The old part of the barn would remain as a place for residents to gather and where there could
be farm/garden plots available for people to use. A swimming pool and children’s splash area are also
planned. Mr. Langfeldt noted a “greyed out” area on the plan which is not part of the project as it is
privately owned.
Mr. Hodgson said they are looking at a path system. He indicated a part of that system in the residential
area which would eventually connect up through they “grey lot.” Rec paths would lead to a playground
area and around a wetland where they are looking to create a “fitness loop” around the commercial
area with fitness stations along the route. A second park location was also indicated where they would
be carving out a semi-flat area.
Mr. Langfeldt identified an area at the ends of a cul de sac which is planned as a dog park of just under
an acre with some adjacent parking. It would be open to the general public.
Mr. Gill noted there is not a lot of flat area on the development site. Most land heads uphill toward Old
Farm Road, then steeply down to the east.
Mr. Langfeldt said they are proposing a mix of living styles from single family town houses to multi-
family buildings. The intention is to serve young families, single professionals, retirees, etc., in a multi-
generational setting. They are trying to have something to appeal to every generation.
Mr. Hodgson identified an area near the pool where there would be a naturalistic play area with
boulders, logs, landforms, etc., for children to enjoy.
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Mr. Langfeldt then showed a plan of both the Hillside property (already being developed) and the new
proposal. He said a decision was made not to have a vehicle connection through the commercial area as
there is a dramatic change of grade there. That connection would be a walking path. Mr. Gill showed
how the path system from the Hillside project would connect to and through the new neighborhood to
the border of Technology Park.
Ms. Kochman asked if the 15 acres of open space include the wetland. Mr. Gill said there are 17.7 acres
of open space and an additional 4.4 acres of wetland.
Ms. Kochman asked if the recreation areas would be maintained by the O’Briens or by the city. Mr.
Langfeldt said the barn site would be privately maintained. Other spaces are open for discussion. He
noted that the O’Briens now maintain the Hillside areas but they will eventually be turned over to the
city. Ms. Kochman encouraged incorporating a pickle ball facility in the recreation areas as it is very
popular.
Mr. Britt asked if the path on Kimball Avenue will connect to Technology Park. Mr. Gill said it will end at
their property line. There is a brook and ravine that would have to be crossed, and they don’t propose
to do that. The path will connect to Kennedy Drive at Eldridge Street. Mr. Britt asked when the piece to
Kennedy Drive would be done. Mr. Langfeldt said they are putting together a phasing plan now. It
would probably be done when the road is done.
Mr. Goddard noted the effort to close the gaps in rec/bike paths and said the Bike/Ped Committee
would like to see that happen.
Mr. Gill identified which paths would be for bikes and pedestrians and which would be just paved
walking paths. There will be a sidewalk along the main road, on both sides in some places. The Old
Farm Road sidewalk will be on both sides of the road.
Ms. Frank asked whether bikes could be ridden on the walking paths. Mr. Gill felt they would be OK for
smaller bikes but not for bikes a fast speeds, rather like a regular sidewalk.
Mr. Kochman asked when the rec path would be done through the grey private area. Mr. Langfeldt said
they can’t make a commitment on that because they don’t own the property. It belongs to one O’Brien
family member. He noted you can access the barn lot by a sidewalk around the grey area.
In response to a request, Mr. Hodgson identified the grade changes and stressed that there is not a lot
of flat areas. Mr. Gill added that there will be some areas where stairs will be used to make some
connections. He indicated one of those places. There is a similar location on the Hillside property
where stairs are being installed.
Mr. Anderson asked about slowing speeds on Old Farm Road. Mr. Langfeldt said they are working on
that and hope to discourage use of that road as a cut-through. They will be proposing a variety of traffic
calming measures (e.g., raised crosswalks, bumpouts, stop signs, etc.). There will be a stoplight at the
connection to Kimball Avenue. Old Farm Road will stay a 24-foot road with some possible “pinch-ins.”
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Mr. Lackey reminded the developers to get in touch with the Airport regarding the heights of trees.
Mr. Conner noted that he and the developers are working on a master plan and possibly a preliminary
plat for one phase of the development. He will keep the committees up to date on those plans.
6. Overview and discussion of Airport overall landscape plan and Chamberlin Neighborhood
Rec Path:
Mr. Conner provided some background to the proposal. He noted that Airport has a challenge
addressing landscaping needs and has come up with a lot of creative projects (e.g., the rooftop garden
on the garage). The DRB has asked for a landscaping master plan to lay out broad strokes of landscaping
and connectivity that can be done as Airport projects come in.
Mr. Lackey noted the challenge with the Airport and said that this proposal will benefit the whole city.
Ms. Orben said they tried first to identify where landscaping could go, but found that was not a good
way to go. They decided the best thing to do was to look at Airport Drive and to create a “gateway” to
the area and to add more street trees. They are proposing new walls at the entrance and also a rec path
on the west side of the road to connect to the city’s rec path system. Ms. Orban showed the route of
the path on an overhead photo. Ms. Kochman asked if there would be flowers planted along the path.
Ms. Orben said they will be planting flowers at the entrance.
Mr. Conner noted that part of the concept is to have the path eventually join the city path at the DeGraf
property which is owned by the city. He showed this on an overhead.
Ms. Orben said the intention is to start at the south end of Airport Drive and work north with street
trees. They would then do the rec path heading from south to north as Airport projects come in.
7. Overview of South Village soccer field status and general design:
Mr. Conner showed a plan of South Village and identified Phase 1. He noted that part of the master
plan was to include a city soccer field paid for by recreation impact fees from the South Village
development as they were collected along the way. He showed the location of the field.
Ms. Jeffers said there have been questions regarding farm connectivity and whether traffic to the farm
would come through the proposed soccer field parking lot. They will have to maintain a connection to
the solar field for maintenance.
Ms. Jeffers also indicated an area that was originally though of as a “tot lot” but is now being considered
by a Community Pavilion.
Mr. Conner noted there is also a question of providing rest rooms as a joint venture with the
neighborhood commercial area near the soccer field. He also noted there has been great interest in a
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location for a basketball hoop. Ms. Jeffers said the hoop could be in the Pavilion area and the restrooms
on Lot 11A. They would build them and have the city maintain them.
Mr. Anderson said he would like to see more bike parking at the soccer field.
Ms. Kochman asked if the soccer field would be maintained by the city. Ms. Jeffers said it would. Ms.
Kochman asked who would build and maintain the rest rooms. Ms. Jeffers said the Village will build
them and the city will maintain them. Members cited the importance of having rest room facilities near
the soccer field.
Ms. Frank noted the rec path is not complete to Spear St. She asked if it will be filled in. Ms. Jeffers said
it connects to Allen Road East but stops short at the north end.
Mr. Britt noted that the particular farm access in question is just for workers, and there is not much
traffic that would go through there. He didn’t see an issue. He also cited the need for bicycle parking.
Ms. Frank said most of Spear St. is terrible for bikers. She added there is a plan on the northeast corner
to have the road continue to South Point and go across Nolan Farm Road, so eventually people could
stay off Spear Street to go to Nolan Farm Road. She didn’t know the timeframe. Mr. Conner said staff
is currently working on a connection that winds over to Midland Avenue (he showed this on a plan) to
close the gaps.
Ms. Jeffers asked whether people prefer a “tot lot,” pavilion or basketball in that location. Ms. Kochman
said residents want basketball, but with the great views there, a pavilion would be nice. Ms. Rees asked
who would maintain a pavilion. Ms. Jeffers said they haven’t thought that far ahead.
Mr. Conner asked what is to the right of Lot 11E. Ms. Jeffers said that is a grassy area and the thought is
for a pavilion for residents only. She indicated where there would be new homes going in, and the
pavilion could be a boost to the farm. Mr. Conner suggested a “tot lot” there as well. Ms. Langrock
added that there could be basketball at the other pavilion area.
8. Bicycle & Pedestrian Committee: Consider and possibly approve letter of support for
BUILD grant application for bike/ped bridge over I-89:
As there was not a quorum of committee members present, this item could not be acted upon.
9. Consider a Possible Executive Session to follow the meeting to discuss real estate related
matters where premature public disclosure would put the City at a competitive
disadvantage:
Mr. Conner noted that no action would be taken following the Executive Session.
Ms. Kochman moved that the Recreation and Parks Committee meet in executive session to discuss real
estate related matters where premature public disclosure would put the City at a competitive
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disadvantage and to invite Mr. Conner, Ms. Rees, and interested members of the Bike & Ped Committee
to attend. Mr. Sproul seconded. Motion passed by unanimous vote of members of the Recreation and
Parks Committee who were present. Members entered executive session at 7:45 p.m.
Ms. Kochman moved to adjourn. Mr. Simoneau seconded. Motion passed unanimously.
______________________________________
Clerk
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AMENDMENT TO AND EXTENSION OF LEASE AGREEMENT BETWEEN
COMMON ROOTS, INC. AND THE CITY OF SOUTH BURLINGTON DATED MARCH 16, 2016
Common Roots Inc., (”Common Roots”) and the City of South Burlington (“City”) are
party to a certain the Lease Agreement (the “Lease Agreement”) made between them as of the
16th day of March 2016, relating to the use of the Wheeler House together with a portion of the
lands appurtenant thereto.
The parties now wish to provide for the construction and operation of an Outdoor Kitchen
on the premises and extend the term of the Lease Agreement.
NOW THEREFORE, in consideration of the mutual agreements and promises set forth
herein, the parties hereby agree as of the __ day of _____ 2020, as follows:
1. Consent to Construction. Pursuant to Paragraph 7 of the Lease Agreement, the
City consents to the construction by Common Roots of an Outdoor Kitchen, in a manner
substantially in accordance with the plans that Common Roots has submitted to the City in
connection with its site plan permit application. The components of the Outdoor Kitchen include
an 8” x 8” clay oven on a fieldstone base (the “Clay Oven”), a concrete platform with
reinforcements to hold the weight of the Clay Oven and the structure; a 20” x 38” structure with
roof and south wall, together with a lighting, and a hedgerow. Common Roots may add
additional culinary equipment, some of which may be affixed to the platform, in the future.
2. Permits. Common Roots will pursue the necessary permit from the City, and
once the permit is awarded and final it will cause the Outdoor Kitchen to be constructed.
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Common Roots will make reasonable efforts to construct the Kitchen in calendar year 2020, but
both Parties acknowledge that this may prove impractical due to the current public health
emergency.
3. Consent to Use. With the approval of the City, which approval shall not be
unreasonably withheld, Common Roots may conduct events using the Outdoor Kitchen, and in
connection with such events, may use the surrounding Wheeler Nature Park. The City shall
maintain a calendar for the use of the Outdoor Kitchen. Once an event has been scheduled, it
shall not be removed without the consent of the scheduling party.
4. Compliance with Law. Such events shall comply with all applicable City
ordinances, particularly with respect to time, sound volume, and the appropriate use of space for
the events.
5. Insurance. Common Roots shall cause the insurance provided for in the Lease
Agreement to cover the Outdoor Kitchen and its appurtenances and all events conducted in
connection with its use.
6. Common Roots Educational and/or Community Events. Common Roots shall
be entitled to retain all revenues generated using the Outdoor Kitchen in connection with
Educational and/or Community Events that it sponsors and facilitates.
7 Internal City Use. The City may use the Outdoor Kitchen for its own internal
purposes, such as for City employee social events, without charge except as specifically provided
hereinafter: Whenever the Clay Over or other culinary equipment is used, a Common Roots staff
member will supervise the operation of the oven, including firing and cool down, and the use of
the equipment. The City will pay Common Roots for the cost of supervision. To the extent
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additional site management services are required, the City will reimburse Common Roots for its
costs.
8. City Educational and/or Community Events. The City may sponsor
Educational and/or Community Events using the Outdoor Kitchen. Whenever the Clay Over or
other culinary equipment is used, a Common Roots staff member will supervise the operation of
the oven, including firing and cool down, and the use of the equipment. The City will pay
Common Roots for the cost of site management services including trash removal and clean up
for such events.
9. Third Party Rentals. Common Roots may rent the Outdoor Kitchen and
appurtenances to third parties. In that event, Common Roots will provide site management, trash
removal and clean up for such events. Whenever the Clay Over or other culinary equipment is
used, a Common Roots staff member will supervise the operation of the oven, including firing
and cool down, and the use of the equipment. The cost of such services shall first be deducted
from the rental charges to reimburse Common Roots for those costs. Until Common Roots has
recovered its construction costs for Outdoor Kitchen as provided in paragraph 8 above, Common
Roots shall retain the full balance of rental revenue from third-party events. Thereafter, Common
Roots shall retain 60% of the net rental revenue and shall pay over to the City the remaining 40%
of such revenue. The City shall deposit the proceeds of its share of the revenue in a special
account and use the proceeds of that account to pay or contribute to the cost of upgrades to
Wheeler House and appurtenant property.
10. Discounted Third-Party Rentals. Common Roots shall provide a discount of
not less than 15% from its standard rental prices for rentals to third parties who are residents of
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the City of South Burlington. Common Roots may, in its sole discretion, allow discounted rentals
to other third-party renters.
11. Maintenance. The City will provide for snow plowing and removal and basic
law care for Wheeler House. Common Roots will maintain the perimeter gardens, the hedgerow,
and such further gardens as it may create with the City’s approval. Other maintenance shall be
provided for as stated in the Lease Agreement.
12. Lease Agreement Extension. The term of the March 16, 2016 Lease Agreement
is hereby extended through and including March 16, 2045. The rights and responsibilities of the
parties created in this Agreement shall exist for that period.
13. Fixtures. Also pursuant to paragraph 7 of the Lease Agreement, at the expiration
of the Lease Agreement as extended, the Outdoor Kitchen and such related improvements as
shall be affixed to the land, shall become the property of the City, unless the parties agree on a
further extension of the Lease.
14. Inconsistencies, Ratification. In the event of any inconsistency between this
agreement and the Lease Agreement, the provisions of this Agreement shall control. Except to
the extent that the provisions of the Lease Agreement are inconsistent with the terms of this
Agreement, the Parties hereby ratify and confirm the terms of the Lease Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the
date first above-written.
IN PRESENCE OF: THE CITY OF SOUTH BURLINGTON
___________________ By: ______________________________ Witness Its Duly Authorized Agent
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[For in person acknowledgment]
On this __ day of_______, 2020, ____________ personally appeared before me and acknowledged this instrument to be his/her free act and deed and the free act and deed of the City of South Burlington.
__________________________________
Notary Public Commission No. ____________________ My Commission Expires 2/10/2023
[Alternate Provision for Remote Acknowledgement]
State of Vermont, County of __________________________
This record was remotely acknowledged before me through a secure communication link on
____________ by _____________________ as the _______________________[type of [date] [Name of Signer] [officer, trustee, power of attorney, etc.] of __________________________________________________.
[name of party on behalf of whom the document was executed]
Executed by_________________ on ________________. [Name of Signer] [date Signer signed] ________________________________ [Signature of notary public] _____________________________
[Printed name of notary public] Commission number:____________________________________ Commission expiration date: February 10, 2023 Title of Office: Notary Public
______________________________________________________________________________
[The rest of this page is intentionally blank]
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COMMON ROOTS, INC.
___________________ By: ______________________________ Witness Its Duly Authorized Agent
On this __ day of _______, 2020, ____________ personally appeared before me and
acknowledged this instrument to be his/her free act and deed and the free act and deed of the Common Roots, Inc. __________________________________ Notary Public
Commission No. ____________________
My Commission Expires 2/10/2023 For Remote Acknowledgement
State of Vermont,
County of __________________________ This record was remotely acknowledged before me through a secure communication link on ____________ by _____________________ as the _______________________[type of
[date] [Name of Signer] [officer, trustee, power of attorney, etc.]
of __________________________________________________. [name of party on behalf of whom the document was executed]
Executed by_________________ on ________________.
[Name of Signer] [date Signer signed] ________________________________ [Signature of notary public]
_____________________________ [Printed name of notary public] Commission number:____________________________________
Commission expiration date: February 10, 2023
Title of Office: Notary Public
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LEASE AGREEMENT – UNDERWOOD, 4-ACRES AG LAND
THIS LEASE AGREEMENT (“Agreement”), made this ____ day of
__________, 2020, is by and between COMMON ROOTS, INC., a Vermont
nonprofit corporation with a place of business in South Burlington,
Vermont, as lessee (“Common Roots”), and CITY OF SOUTH BURLINGTON,
VERMONT, a municipal corporation, as lessor (“City”).
WITNESSETH: In consideration of the mutual promises, covenants,
rent, agreements and conditions contained in this Lease Agreement,
the City agrees to lease to Common Roots 4-acres of the Underwood
Integrated land management property in South Burlington described
below:
1. Leased Premises. The City is the owner of land located at
Spear and Nowland Farm Drive in the City of South Burlington,
Vermont, comprised of 67 acres and known as the Underwood Nature
Park. This property is currently vacant other than 4 agricultural
acres on prime soils improved by Common Roots since 2015 (brush
hogging, chisel plowing, deep plowing, $2,000 of mineral
improvement, more than 5 successions of cover cropping and limited
growing.
The City hereby leases to Common Roots the 4-acre portion
designated as agricultural soil. The Leased Premises are shown
Exhibit A attached hereto.
Common Roots acknowledges that it has reviewed the land and posted
the 4 agricultural acres and hereby accepts same in “as is”
condition and the City has made no warranties and/or
representations regarding the condition of the land.
2. Term. The term of this Lease shall be for ninety-nine (99)
years commencing with the date of execution of this Agreement (the
“Commencement Date”). If Common Roots ceases substantial use of
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the Leased premises for agricultural purposes for a calendar year,
the lease shall expire, provided the substantial agricultural use
is not resumed within the calendar year after the City gives
written notice of termination.
3. Rent. Common Roots covenants and agrees to pay the City,
beginning on the Commencement Date, and continuing through the
initial Lease Term, land lease at a rate of one dollar ($1.00) per
year. Common Root has prepaid the rent for the entire term and
City acknowledges that it has received and accepted payment.
4. Financial Responsibilities. Common Roots shall pay all costs
of soil improvements and tilling on the Lease Premises. The City
shall cause a well to be drilled and a solar pumping facility to
be constructed at its sole expense. Water from the well shall be
shared between the Common Roots and the City, but Common Roots
will have the first priority to use the resulting water.
The City acknowledges that no property taxes are due or shall
become due to the City on the Leased premises.
5. Use of the 4 Agricultural Acres. Common Roots shall use the
Leased Premises for agricultural purposes and to fulfil its
sustainability plan and for no other purpose. The Leased Premises
shall not be used for any illegal purpose, nor in violation of any
valid regulation of any governmental body, nor in any manner to
create nuisance or trespass, nor in any manner to invalidate the
insurance or increase the rate of insurance on the land.
6. Upkeep of the Agricultural Land. Common Roots shall keep this
the Leased Premises tidy and accessible for necessary Public Works
functions. If Common Roots decides not to grow agricultural
products on this parcel, it reverts to the City.
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If Common Roots fails to perform its obligations to maintain the
Leased Premises, the City is authorized to perform necessary tasks
to manage this parcel, and upon billing to Common Roots by the
City, Common Roots shall reimburse the City for the costs of such
tasks.
Upon the expiration of or prior termination of this Lease, Common
Roots shall remove all of its property from the Leased Premises
and surrender the Premises to the City in as good order and
condition as they were upon the Commencement Date, provided that
Common Roots’ improvements the land become the property of the
City. Any property left on the premises after the expiration or
other termination of this Lease may be disposed of by City in any
manner and without any liability to Common Roots.
7. Site Improvements. Other than using the Leased Premises for
agricultural purposes, Common Roots shall not make any changes,
alteration, additions, or improvements to the Leased Premises
without the written consent of the City, which consent shall not
unreasonably be withheld, provided the alterations are reasonably
related to agricultural purposes.
8. Force Majeure. During the Lease Term, Common Roots and the
City shall not be required to perform any term, condition, or
covenant in this Agreement so long as such performance is delayed
or prevented by extended and unusual inclement weather, fire,
explosion, casualties or accidents, failure of transportation
facilities, acts of God, epidemics, cyclones, floods, drought, or
by reason of war, declared or undeclared revolution, civil
commotion or strife, acts of public enemies, blockade or embargo,
or by reason of any new law, proclamation, regulation, ordinance
or demand by any government authority, inability to procure land
repairs for which there is no suitable replacement, failure to
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obtain, after exercising reasonably diligent efforts, necessary
governmental permits, authorizations and approvals and any other
cause not reasonably within the control of Common Roots or the
City and which, even with the exercise of due diligence, Common
Roots or the City Roots is unable, wholly or in part to prevent or
overcome (collectively, a “Force Majeure”).
9. Insurance. Common Roots shall provide on or before the
Commencement Date and keep in force during the Lease Term the
following insurance:
a. General liability insurance with respect to the Ag Land
including personal injury and other medical payment coverage
on an occurrence basis with minimum limits of liability in
the amount of $1,000,000 per occurrence and $2,000,000
aggregate for bodily injury, and $2,000,000 with respect to
loss or damage to property. Such policies and renewals
thereof shall name the City as an additional insured - non-
contributory and primary.
b. Adequate insurance for loss of personal property, trade
fixtures and equipment or other property of Common Roots.
c. Workers’ compensation coverage for all Common Roots
employees working on the Premises.
Common Roots shall provide the City with certificates of insurance
and/or policies. All insurance policies shall be issued by
insurance companies licensed to do business in the State of
Vermont, and shall otherwise be reasonably acceptable to both
parties.
10. Quiet Enjoyment. The City agrees that Common Roots shall
peaceably and quietly have, hold, occupy and enjoy the Ag Land for
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the Lease Term without hindrance by the City, or anyone claiming
through the City.
11. Hazardous Materials. Common Roots may use necessary fuels
for agricultural equipment. Common Roots shall not store excess
fuel, dispose of or in any manner deal with hazardous materials on
the Ag Land. Common Roots will maintain compliance with all
applicable federal, state and local laws, ordinances, rules and
regulations. The term “hazardous materials” as used in this
Agreement shall include, without limitation, explosives,
radioactive materials, or any other substance or materials defined
as a hazardous or toxic substance or material by any federal, state
or local law, ordinance, rule or regulation (collectively
“Environmental Laws”).
Common Roots shall use only Certified Organic Agricultural
practices on the land and maintain their Certification.
Common Roots shall protect, defend, indemnify and hold the City
harmless from and against any and all loss, claims, liability or
costs (including court costs and attorney's fees) incurred by
reason of any actual or asserted failure of Common Roots to fully
comply with all applicable Environmental Laws, or the presence,
handling, use or disposition in or from the Ag land of any
Hazardous Materials, or by reason of any actual or asserted failure
of Common Roots to keep, observe, or perform any provision of this
paragraph.
12. Fire and Other Casualty. If the Leased Premises, or any
portion thereof, shall be substantially damaged during the term by
fire or other casualty the City may, at its option, terminate this
Lease.
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The City and its agents shall not be liable for the loss of or
damage to any property of Common Roots by fire or other casualty
or from any other cause whatsoever; nor shall the City or its
agents be liable for any damage caused by other tenants or persons.
13. Liability and Indemnification. Common Roots shall indemnify
the City and save the City harmless from suits, actions, damages,
liability and expenses arising from or out of or caused by the
construction and use or occupancy of the Premises or any part
thereof or any act or omission of Common Roots, its agents,
contractors, employees, servants, invitees, licensees, or
concessionaires, unless caused by acts or omissions on the part of
the City, or, its agents, contractors, employees, servants,
invitees, licensees, or concessionaires, and the City shall
indemnify Common Roots and save Common Roots harmless from such
suits, actions, damages, liability and expense arising out of or
caused by such breach, act or omission.
14. Eminent Domain. During the term of this Agreement, if the
whole of the Premises or such portion of which if removed would
materially adversely affect Common Roots’ use and enjoyment of the
Premises is taken in a condemnation proceeding by the State of
Vermont or the Federal Government or by any right of eminent domain
of the State of Vermont or the Federal Government, this Agreement
shall terminate on the date of such taking. During the term of
this Agreement, if the whole of the Premises or such portion of
which if removed would materially adversely affect Common Roots’
use and enjoyment of the Premises this Agreement shall terminate
120 days from the date of such taking.
15. Signs. Common Roots shall have the right to affix or otherwise
display on any part of the Ag Land any sign, advertisement or
notice that is in accordance with any approvals required under the
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City’s Sign Ordinance, and any other applicable regulation,
statutes or laws. Common Roots will confer with the City on
signage.
16. Default after Occupancy. If Common Roots shall neglect or
fail to perform or observe any of the covenants, terms, provisions
or conditions contained in these presents and on its part to be
performed or observed within thirty (30) days after notice of
default, or such additional time as is reasonably required to
correct any such default, or if the estate hereby created shall be
taken on execution or by other process of law, or if Common Roots
shall be judicially declared bankrupt or insolvent according to
law, or if any assignment shall be made of the property of Common
Roots for the benefit of creditors, or if a receiver, guardian,
conservator, trustee in involuntary bankruptcy or other similar
office shall be appointed to take charge of all or any substantial
part of Common Roots’ property by a court of competent
jurisdiction, or if a petition shall be filed for the
reorganization of Common Roots under any provisions of the
Bankruptcy Act now or hereafter enacted, and such proceeding is
not dismissed within sixty (60) days after it is begun, or if
Common Roots shall file a petition for such reorganization, or for
arrangements under any provisions of the Bankruptcy Act now or
hereafter enacted, and providing a plan for a debtor to settle,
satisfy or extend the time for payment of debts - then, and in any
said cases (notwithstanding any license of any former breach of
covenant or waiver of the benefit hereof or consent in a former
instance), City lawfully may, in addition to any remedies otherwise
available to City, immediately or at any time thereafter, according
to applicable law and appropriate authority, enter into and upon
the said Premises or any part thereof in the name of the whole and
repossess the same, and expel Common Roots and those claiming
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through and under it and remove its or their effects, and without
prejudice to any remedies which might otherwise be used for arrears
of rent or preceding breach of covenant and/or City may send
written notice to Common Roots terminating the term of this Lease;
and upon the first to occur of (a) entry as aforesaid, or (b) the
fifth (5th) day following mailing of such notice of termination,
the term of this Lease shall terminate.
17. Attorneys’ Fees. In the event either party institutes legal
proceedings against the other for breach of or default under any
of the terms, conditions, or covenants of this Agreement, the
substantially prevailing party shall be entitled to all costs,
charges, and expenses relative thereto, including the reasonable
attorneys’ fees of the substantially prevailing party.
18. Subletting and Assigning. Common Roots shall not sublet any
portion of the Ag Land nor assign this Lease in whole or in part
without the written consent of the City, as to both the terms of
such assignment or sublease and the identity of such assignee or
sublessee, and in the event of a subletting so approved by the
City, Common Roots shall nevertheless remain obligated to the City
under the terms of this Lease.
19. Successors and Assigns. All rights and liabilities herein
given to, or imposed upon, the respective parties hereto shall
extend to and bind the several respective successors and permitted
assigns of the parties.
20. Non-Waiver. No failure by either party to insist upon the
strict performance of any term hereof or to exercise any right,
power, or remedy consequent upon a breach thereof, and no
acceptance of full or partial rent during the continuance of any
such breach, shall constitute a waiver of any breach of any such
term. No waiver of any breach shall affect or alter this
9
Agreement, which shall continue in full force and effect, or the
rights of either party with respect to any other existing or
subsequent breach.
21. Severability. It is the intention of the parties hereto that
if any provision of this Agreement is capable of two constructions,
one which would render the provision valid, then the provision
shall have the meaning which renders it valid. If any term or
provision or any portion thereof of this Agreement, or the
application thereof to any person or circumstances, shall, to any
extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons
or circumstances other than those as to which it is held invalid
or unenforceable, shall not be affected thereby and each term of
this Agreement shall be valid and be enforced to the fullest extent
permitted by law.
22. Entire Agreement, Applicable Law. This Agreement, with any
exhibits and riders attached hereto, contains the entire agreement
of the parties and no representations, inducements, promises or
agreements not embodied herein shall be of any force or effect,
unless the same are in writing and signed by or on behalf of the
party to be charged. The captions of particular sections are
inserted as a matter of convenience and in no way affect or define
the scope or intent of this Agreement or any provision thereof.
This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Vermont without reference to its
principals of conflicts of laws.
23. Captions. The captions and numbers appearing herein are
inserted only as a matter of convenience and are not intended to
define, limit, construe, or describe the scope or intent of any
section or paragraph, nor in any way affect this Agreement.
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24. Notices. Any notice required to be given by the terms of
this Agreement shall be deemed duly served if sent by certified
mail, return receipt requested, or other traceable method of
delivery requiring a signature to the following addresses:
If to the City:
City of South Burlington 575 Dorset Street
South Burlington, VT 05403 Attn: City Manager
If to Common Roots:
Common Roots, Inc. PO Box 9335 South Burlington, VT 05407 Attn: Board Chair
25. Recording. The City and Common Roots agree that this
Agreement shall not be recorded. If either party wishes to prepare
and record a Memorandum of Lease, the other party covenants to
cooperate and execute the Memorandum for that purpose.
26. Estoppel. From time to time upon no less than fifteen (15)
business days’ prior written notice, the City shall execute,
acknowledge and deliver to Common Roots and any designee of Common
Roots a written statement certifying: (a) that this Agreement is
unmodified and in full force and effect (or that this Agreement is
in full force and effect as modified and stating the
modifications); (b) the dates to which rent and any other charges
have been paid; (c) that the City, and to the knowledge of the
City, Common Roots is not in default in the performance of any
obligation (or specifying the nature of any default); (d) the
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address to which notices are to be sent; and (e) such other matters
of a factual nature concerning the status of the Agreement as
Common Roots may request. Any such statement may be relied upon
by any lender of Common Roots.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the date first above-written.
IN PRESENCE OF: THE CITY OF SOUTH BURLINGTON
________________________ By:____________________________
Witness Duly authorized agent
STATE OF VERMONT CHITTENDEN COUNTY, SS.
At South Burlington in said County and State, this ____ day of ____________, 2017, personally appeared ______________________, Duly Authorized Agent of The City of South Burlington, and he/she acknowledged the foregoing instrument, by him/her sealed and
subscribed, to be his/her free act and deed and the free act and deed of the City of South Burlington. Before me, ______________________ Notary Public My commission expires:____________
[Alternate Provision for Remote Acknowledgement] State of Vermont, County of __________________________
This record was remotely acknowledged before me through a secure communication link on ____________ by _____________________ as the
_______________________[type of [date] [Name of Signer] [officer, trustee, power of attorney, etc.]
of __________________________________________________. [name of party on behalf of whom the document was executed]
Executed by_________________ on ________________. [Name of Signer] [date Signer
signed]
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________________________________
[Signature of notary public] _____________________________ [Printed name of notary public]
Commission number:____________________________________ Commission expiration date: February 10, 2023
Title of Office: Notary Public
COMMON ROOTS, Inc.
________________________ By:____________________________ Witness Duly authorized agent
STATE OF VERMONT CHITTENDEN COUNTY, SS.
At South Burlington in said County and State, this ____ day of ____________, 2017, personally appeared _____________________,
Duly Authorized Agent of Common Roots, Inc., and he/she acknowledged the foregoing instrument, by him/her sealed and subscribed, to be his/her free act and deed and the free act and
deed of Common Roots.
Before me, ______________________
Notary Public My commission expires:____________
[Alternate Provision for Remote Acknowledgement State of Vermont,
County of __________________________ This record was remotely acknowledged before me through a secure communication link on ____________ by _____________________ as the _______________________[type of
[date] [Name of Signer] [officer, trustee, power of attorney, etc.]
of __________________________________________________. [name of party on behalf of whom the document was executed]
Executed by_________________ on ________________. [Name of Signer] [date Signer
signed] ________________________________
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[Signature of notary public]
_____________________________ [Printed name of notary public] Commission number:____________________________________
Commission expiration date: February 10, 2023 Title of Office: Notary Public