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HomeMy WebLinkAboutAgenda - Recreation and Parks Committee - 07/13/2020RECREATION AND PARKS COMMITTEE Monday, July 13, 2020 5 PM-6:30 PM Rec and Park Committee Meeting Mon, Jun 22, 2020 5:00 PM - 6:30 PM (EDT) Interactive Online: https://global.gotomeeting.com/join/654486813 Phone (audio only): Phone # +1 (224) 501-3412 , Meeting Access Code: 654-486-813 AGENDA (5:00) (5:10) (6:30) Call meeting to order: Katie Changes or additions to the agenda Comments from the public not related to the agenda Approval of minutes from July 13, 2020 join meeting Open Discussion and Potential Proposed Amendments to Common Roots Lease Agreements for the Underwood Property and Wheeler Homestead with Carol McQuillen. Adjourn RECREATION AND PARKS COMMITTEE Monday, June 22, 2020 5 PM-6:30 PM Rec and Park Committee Meeting Minutes Present: Jon Pence, Mike Simoneau, Jennifer Kochman, Lauren Wedam, Katie Langrock, Glenn Sproul, Christy Pilsucki Staff: Holly Rees Absent: Rebecca Poquette Guests: None The meeting was called to order at 5:18pm by Katie. Changes or additions to the agenda None Comments from the public not related to the agenda None Approval of minutes from May 11, 2020 meeting Katie moves to approve, Lauren seconded it. Director’s Report - Holly Things are changing by the day. Veterans Park is as busy as ever with youth programs and an adult soft ball league. Parks took a big financial hit for the month of May, but biggest hit are camps and programs. They have cancelled all camps and programs for June cancelled. It is not only the lack of indoor space that caused cancellation, but concerned parents who cancelled and instructors who cancelled. Many camps are not financially feasible with Covid-19 restrictions. These losses will not impact general funds. SoBu Nite Out has been cancelled. Consideration of a jazz band but we are on a budget freeze so unable to even pay the deposit. Consideration given to having sponsors but they are tight right now as well. Working on a SoBu Nite In to provide business to food trucks and acknowledge that people are staying home and within their neighborhoods. More to come. Return to work plan developed, vetted through Tom Hubbard and Kevin Dorn. We will bring staff from full furlough to partial furlough on 7/6, easing them back in to work. Plan has safety checks for staff members, including questions and temperature reading. Masks will be required in office. Budget impacts of pandemic: budget freeze from March until June 30. New budget in July. Reopening playgrounds: R&P is currently working on language for signage to put up once parks can reopen. They will be installing hand sanitizer stations. Signs will provide notice that people need to sanitize before and after playground use, social distance and wear masks. Signs should be ready by Wednesday and will wait for go ahead from the Governor. Lauren: Is the plan to move forward with athletics in the Fall? Holly said that is her understanding right now – unclear if this will change with a second wave. Fall programming like yoga and wellness activities will be hard because there will not be any space. Lauren: Maintenance of fields? We have the staff to do that. Follow-up discussion on Common Roots lease agreements - Katie CR was on the CC agenda last Monday, but R&P had not had an opportunity to review and provide feedback on leases. CR uses land at Underwood, space at Wheeler and wants to build an outdoor kitchen. R&P has asked to be a part of the process and in these conversations in the past. Committee Chair (Katie) sent email to CC in Feb and re-sent it to them March, the city did not respond. We are just now able to give feedback on these leases. Underwood: 4 acres in land with a 99-year lease. The City does not do 99 year leases, so they are going to recommend a 25-year lease. Wheeler Building / Outdoor kitchen: CR wants to build a kitchen, hold events, they get 100% of profits until kitchen is paid for and then City gets 40% of profits but profits have to go to improvement of Wheeler. Motion by Mike to create a communication to the City regarding concerns about Underwood. Lauren seconded. After some discussion decision to amend motion to include similar concerns about Wheeler. Mike motioned, Christy seconded. Motion: It is premature for the R&P committee to endorse these draft leases without additional discussion and further revision. Seconded by Lauren. Motion passed. Glenn opposed. Guidance on Underwood: Shorter lease – 25 years is too long Lease is one sided, benefits to City unclear City needs to be able to terminate the lease Clarify what city receives from common roots What level is R&P in involved in participating and monitoring, terminating of lease Guidance of Wheeler: Please involve R&P in the discussions How is there accounting and monitoring of revenues? Who is going to do that Concern about the fact that when they host events they have free use of park? The CC going to keep a list of all events that non profits are scheduling? Concerns about the revenue split What level is R&P in involved in participating and monitoring, terminating of lease Overlook Park Update- Holly Improvements completed by mid-July. They will be paving, can still access park by foot and bicycle. Will be taking down pine tree once shrubs are up. Some discussion of relocating circular inset that has sundial to a grassy area. Will be working out finer details. Discussion of conserving park land- Mike Conserving municipally owned land – Mike is not in agreement with this and feels that it usurps the right of the community to make future decisions that might not be anticipated today. Mike said this is a longer conversation, would like committee to think about it and can discuss at a future meeting. Plan to discuss at an upcoming meeting. Dog Park Committee Update- Mike There was a concern that the resources for dog park going to be redirected by the City due to financial losses from pandemic, but Kevin Dorn said they are committed to going forward with the dog park. Some of the money comes from dog licenses as well. Mike thinks construction could be put off until spring of next year due to need to understand wetlands in order to pursue permitting. Committee Update: Acknowledge of retiring members: discuss party plan - Holly Glenn and Rebecca’s last meeting! Parties aren’t usually held on a computer screen, but Holly did not want the acknowledgement of their contributions to get lost. Great contributions to the committee by both members! Adjourn – 6:27pm, Glenn motioned, Lauren seconded. NEXT REGULAR MEETING: July 13, 2020 5:00 P.M. Annual Re-organization meeting 1 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 2 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. 3 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 4 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 5 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. 6 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 7 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 8 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. 10 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 11 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] 12 ________________________________ [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] ________________________________ 13 [Signature of notary public] _____________________________ [Printed name of notary public] Commission number:____________________________________ Commission expiration date: February 10, 2023 Title of Office: Notary Public 1 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. 2 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 3 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 4 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 5 [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] 6 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