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                   County of Yolo
                   PLANNING AND PUBLIC WORKS DEPARTMENT
 JOHN BENCOMO      292 West Beamer Street   Woodland, CA 95695-2598 (530) 666-8775 FAX (530) 666-8728
    DIRECTOR                                                                       www.yolocounty.org



   TO:            THE HONORABLE HELEN THOMSON, Chairwoman,
                  and Members of the Board of Supervisors

   FROM:          JOHN BENCOMO, Director,
                  Brett Williams, Parks and Natural Resources Supervisor,
                  Planning and Public Works Department

   DATE:          June 28, 2005

   SUBJECT:       Grasslands Park Lease Agreements with Yolo County Bowmen and Sacramento
                  Valley Soaring Society


   RECOMMENDED ACTION:

   IT IS RECOMMENDED that the Board of Supervisors:

   AUTHORIZE the Chairwoman to sign the proposed Grasslands Park Lease Agreements with the
   Yolo County Bowmen Archery Club (Bowmen) and the Sacramento Valley Soaring Society
   (Soaring Society).

   FISCAL IMPACT:

   The recommended action would not create additional revenue or expense to the General Fund;
   however, the County and community will continue to benefit from the stewardship and amenities
   provided by the Bowmen and the Soaring Society.

   REASON FOR RECOMMENDED ACTION:

   The recommended action will allow the County to enter into five-year lease agreements with the
   Bowmen and Soaring Society at Grasslands Park. The current lease agreements were amended
   to extend the term for six months in December 2004. The purpose of this amendment was to allow
   for completion of the Grasslands Park Master Plan and to incorporate components of the Master
   Plan into the new lease agreements.

   BACKGROUND:

   The Bowmen and the Soaring Society have occupied leaseholds at Grasslands Regional Park
   since 1979 and 1991 respectively. During their tenure, both organizations have made
   improvements to the areas they occupy. These improvements provide a benefit to the County and
   the community at large. The current lease agreements are for a five-year term, and were amended
   in December 2004 to allow for completion of the Grasslands Park Master Plan. Both organizations
The Honorable Helen Thomson, Chairwoman
June 28, 2005
Page two



are generally in good standing and were both involved in the Grasslands Park Master Plan
development process.
The proposed lease agreements are for a term of five years, and incorporate components of the
Grasslands Park Master Plan. As with the previous lease agreements, there are provisions that
require the Bowmen and Soaring Society to make improvements to the properties they occupy, in
exchange for use of the properties. Examples of the improvements that will be made within the
next five years include relocation of the Bowmen’s practice range, and construction of a shade
structure and storage structure for the Soaring Society. The leases also include a provision for a
five-year extension, if the Bowmen and Soaring Society have completed the improvements that are
outlined in their leases.

The leases are also consistent with other activities at Grasslands Park, such as the burrowing owl
preserve and the dog park. In July, staff will bring forward a proposal for fencing and development
of both the dog park and the burrowing owl preserve areas.

OTHER AGENCY INVOLVEMENT:

County Counsel has reviewed the agreements, and the Park, Recreation, and Wildlife Advisory
Committee is supportive of continuing the agreements with the incorporation of the Master Plan
recommendations.

ATTACHMENTS:

Attachment A: Agreement with the Yolo Bowmen.
Attachment B: Agreement with the Soaring Society.
                                  AGREEMENT NO. __-___

       This Agreement is made and entered into this __ day of June, 2005, by and between the
County of Yolo, a political subdivision of the State of California (“County”), and the Yolo
County Bowmen Archery Club, a non-profit corporation organized under the laws of the State of
California (“Lessee”).

                                          RECITALS

       WHEREAS, County is authorized by Government Code Section 23004 to enter into
contracts as necessary for the exercise of its powers; and

       WHEREAS, County owns and operates the Grasslands Regional County Park
(“Grasslands Park”), designated Assessor’s Parcel Numbers 33-13-02 and 33-13-03, is located
along Mace Boulevard, between County Roads 35 and 36 in the County; and

       WHEREAS, for about thirty years, Lessee has leased a portion of the Grasslands Park
from the County; and

       WHEREAS, during the thirty years that Lessee has leased a portion of the Grasslands
Park from the County, Lessee has made substantial improvements to the Leased Premises (as
defined below) at no cost to the County, and has provided substantial recreational opportunities
to County residents and others in the region; and

       WHEREAS, this Agreement sets forth the terms and conditions of the parties’ agreement
with respect to Lessee’s use of the Leased Premises for the term hereof;

       NOW, THEREFORE, the parties hereby agree as follows:

                                        AGREEMENT

       1.      Description of Leased Premises. County hereby leases to Lessee, and Lessee
hereby leases from the County, on the terms and conditions set forth herein, the Leased Premises.
For the purposes of this Agreement, the “Leased Premises” consist of the real property that is
more particularly described as follows:

       An area of property within the parcel of land being a portion of the Northwest
       one-quarter of Section 31 T. 8 N, R. 3 E., M.D.B. & M., Yolo County, California,
       and Southwest one-quarter of Section 31, T. 8 N., R. 3 E., M.D.B. & M., Yolo
       County, California, containing approximately 40 acres.

The Leased Premises are depicted on the Parcel Plan attached hereto as Exhibit A.

        2.    Purpose. The purpose of this Agreement is to provide recreational opportunities
to the members and guests of Lessee; to provide limited caretaker duties at the Leased Premises,
and to make certain of Lessee’s facilities available to other patrons of Grasslands Park.



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        3.     Term. The term of this Agreement shall commence on the date that it is fully
executed by the parties hereto, and it shall continue in effect through and including June 30,
2010. So long as Lessee complies with the terms of this Agreement (including all provisions
relating to required maintenance and improvements) and its activities are consistent with the
Grasslands Park Master Plan, and the Agreement is not otherwise terminated by the County,
Lessee shall have an option to extend the term of this Agreement for an additional term of five
years. To exercise this option, Lessee shall notify the County in writing of its intent to exercise
the option at least sixty days prior to the expiration of this Agreement. Unless otherwise
amended in accordance with the terms and provisions of this Agreement, all of the terms and
provisions of this Agreement shall remain in effect during such extended term.

        4.      Safety Zone. To provide a greater measure of safety, the County shall provide an
additional safety zone as delineated in the Grasslands Park Master Plan on the east, north, and
south borders of the Leased Premises (the “Safety Zone”). The Safety Zone is owned by the
County and is also part of the Grasslands Park. The County will not develop and agrees to
restrict access, through fencing or other measures that are reasonably calculated to restrict
access, to areas within the Safety Zone. Lessee shall post adequate warning signs on the outside
border of the Safety Zone warning Grasslands Park patrons not to enter the Safety Zone. Lessee
will have locked and gated access from Mace Boulevard to its existing parking area on the
western portion of the Leased Premises, and this area shall not be generally made available for
conflicting public uses. Once the southern access area shown in the Grasslands Park Master Plan
is developed, this gate shall remain closed with the exception of special events.

        5.     Rent. In addition to the other consideration provided by Lessee pursuant to this
Agreement, Lessee shall pay to County the sum of $1.00 during each fiscal year of the term of
this agreement.

       6.      Benefits. As recited above, substantial benefits accrue to County by reason of
Lessee’s presence at and use of the Grasslands Park in accordance with the terms and provisions
of this Agreement. Such benefits include, but are not limited to, the maintenance of the
following public facilities: a parking lot, restrooms, an archery range, and a drinking fountain.
In addition, the Lessee shall also perform appropriate weed abatement and conservation
stewardship activities, in the discretion of the Director (or designee) of the Yolo County
Planning and Public Works Department (hereinafter, the “Director”). A significant benefit also
accrues to the County by virtue of the caretaker residing at the Grasslands Park under this
Agreement. The parties mutually declare that their intention that, separately from this
Agreement, the County will arrange for a caretaker to reside at the Grasslands Park in a
separately fenced area. It is the intention of the parties that all activities of Lessee that are
required by this Agreement will be monitored and enforced by the Director.

         7.     Use of the Leased Premises. The Premises shall be used and occupied only for
the following purposes, and for other purposes that are consistent with the Grasslands Park
Master Plan or reasonably related thereto: archery, horseshoe pitching, picnicking, camping in
connection with a Lessee-sponsored event (up to four times annually), habitat nursery,
caretaker’s residence, and clubhouse (including a meeting room, refrigeration and cooking
facilities, snack bar, and lounge). With the County’s consent, the Lessee shall continue to allow
the Horsehoe Club to use, make improvements to, and maintain in good working order a portion


                                                2
of the Leased Premises (north of the caretaker’s residence) for the purpose of horseshoe pitching
and related activities. If the Horseshoe Club does not property perform these duties, with the
prior permission of the Director, Lessee may put such areas to other uses allowed under this
Agreement. Lessee represents that it is familiar with the Grasslands Park, and that it is familiar
with and competent to perform recreational services for members, guests, and other patrons of
the Grasslands Park, in a safe manner and at a minimum of risk to such individuals. Exhibit B,
attached hereto and incorporated herein by this reference, sets forth additional limitations on
Lessee’s activities and further identifies the duties of Lessee under this agreement. Lessee shall
not be subject to additional fees or costs in the exercise of its privileges under this Agreement,
except as it may otherwise agree with the County.

       8.      Improvements.

               a.     During the term of this Agreement, as may be extended pursuant to the
                      option described above, Lessee shall use reasonable efforts to make those
                      routine improvements to the Leased Premises that are identified in Exhibit
                      C (“Permitted Improvements”), which is incorporated herein by this
                      reference. Lessee may also make additional capital improvements so long
                      as they are either (i) consistent with the Grasslands Park Master Plan, or
                      (ii) approved in advance by the Director.

               b.     Any and all improvements placed upon the Leased Premises during the
                      term of this Agreement and all previous Agreements shall be constructed
                      and maintained at the sole expense of Lessee. Upon the termination of
                      this Agreement, any and all such improvements shall, at County’s option,
                      (i) become the property of the County, or (ii) be removed by the Lessee
                      and the Leased Premises returned to their original condition at Lessee’s
                      sole cost and expense. Notwithstanding the foregoing, Lessee shall not be
                      required to remove trees or other vegetation originally planted in
                      accordance with the approval of the County.

               c.     No alterations or improvements to the Leased Premises (other than the
                      Permitted Improvements) shall be undertaken without the County’s
                      express permission. Prior to beginning any capital improvement projects,
                      Lessee shall notify the County and seek appropriate approval(s). It is the
                      intention of the parties that should the Lessee obtain the financial means to
                      erect a new clubhouse on the Leased Premises in a manner that is
                      consistent with the terms of this Agreement and the Grasslands Park
                      Master Plan, the term of the Lease could be extended commensurate with
                      the nature and scope of the capital improvements.

               d.     Lessee may connect to and use the County well at the Grasslands Park
                      unless and until notified otherwise by the County. Upon such notice,
                      Lessee shall, at its sole cost and expense, discontinue such use, disconnect
                      from the well, and make other arrangements to provide potable and
                      irrigation water to the Leased Premises. In the event that repairs to the
                      well may become necessary, Lessee agrees to negotiate with the County


                                                3
                       regarding a reasonable contribution to such repairs, and to make such
                       contribution at the conclusion of negotiations or at such other time as the
                       parties may agree.

       9.      Possessory Interest and Property Taxes. Lessee understands that this Agreement
may create a private possessory interest in the Leased Premises subject to property taxation.
Lessee shall be solely liable for the payment of property taxes that are levied on such interest,
and proof of such payment shall be provided to the County upon request.

         10.     Utilities. Lessee shall provide, at its sole cost and expense, any and all utilities
services used on the Leased Premises by the Lessee during the term of the Agreement, including
utilities for the operation of the well pump on a pro rata basis with any other users. Lessee shall
be responsible for those utilities, including utilities relating to the County well or other
Grasslands Park amenities, from which the Lessee benefits through the use thereof, as
determined by the County.

       11.      Maintenance and Condition of the Leased Premises.

               a.      Acceptance. Consistent with Section 8, above, Lessee agrees that on the
                       final day of the term of this Agreement, it shall surrender the Leased
                       Premises and appurtenances to the County in the same condition as when
                       initially received by the Lessee pursuant to Agreement No. 80-166, except
                       for reasonable use, wear, and tear or damage by fire, acts of God, or the
                       elements, and to remove all of its property from the Leased Premises.

               b.      Waste. Lessee shall not commit nor permit others to commit waste or
                       nuisance on the Leased Premises or any other act that could disturb the
                       quiet enjoyment of County or of any other tenant of County on reserved or
                       adjacent property.

               c.      Maintenance.      Lessee shall care for the Leased Premises and
                       appurtenances thereto and maintain them in the same order in condition in
                       which they were received from the County, ordinary wear and tear
                       excepted, and shall make diligent efforts to prevent the spread of all
                       noxious weeds, rodents, and other vertebrate or invertebrate (including
                       insects, spiders, mites, snails, and other such pests) pests on the Leased
                       Premises during the term of this Agreement. Lessee further agrees to
                       make diligent efforts to prevent infestations of organisms that may
                       produce disease in plants or animals to the extent such organisms may
                       either (a) come onto or develop on the Leased Premises during the term of
                       this Agreement, or (b) damage crops or animals on the Leased Premises
                       following the expiration of the term of this Agreement.

               d.      Director’s Orders, Rules    and Regulations. The Director is delegated the
                       authority to make and       enforce such additional orders, rules, and/or
                       regulations as, in his or   her reasonable judgment, may be necessary to
                       ensure full compliance      with the terms of this Agreement. Lessee



                                                   4
                      covenants and agrees to comply with all such lawful orders, rules and/or
                      regulations, and that the violation of any such orders, rules, and/or
                      regulations, after a reasonably opportunity to cure, shall constitute a
                      breach of this Agreement.

        12.     Indemnity Lessee shall defend, indemnify, and hold the County and its elected
representatives, officers, employees, agents, and assignees harmless against and from any and all
claims, suits, losses, damages and liability for damages of every name, kind and description,
including attorneys’ fees and costs incurred, which are claimed to or in any way arise out of or
are connected with Lessee’s services, operations, or performance hereunder, including the
services, operations or performance of any of its members, guests, or invitees, regardless of the
existence or degree of fault or negligence on the part of the County and its elected officials,
officers, employees, agents, and assignees, except for the sole or active negligence of the County
or its elected officials, officers, employees, agents, and assignees. Lessee’s obligations under
this paragraph shall survive the end of this Agreement.

       13.      Insurance. During the entire term of this Agreement, Lessee shall, at its sole
expense, procure and maintain in full force and effect the insurance coverages set forth below.
Insurance Policy Certificates for the insurance required herein shall be provided by Lessee and
shall meet the following requirements:

               a.     At all times during the term of this Agreement, Lessee shall maintain, at
                      its sole expense, general liability, commercial general liability insurance
                      and employers’ liability coverage. The amount of each such policy shall
                      be no less than ONE MILLION DOLLARS ($1,000,000.00) combined
                      single limit per occurrence for bodily injury, including personal injury and
                      property damage.

               b.     The liability insurance shall contain an endorsement that establishes that
                      the County and its elected representatives, officers, agents, and employees
                      are named as additional insureds. Any insurance maintained by the
                      County shall apply in excess of, and not contribute with, insurance
                      provided by Lessee’s liability insurance policy. Lessee’s insurance policy
                      shall not be canceled or non-renewed at any time during the lease period.
                      The liability coverage shall not exclude liability assumed by written
                      contract or agreement. The liability insurance shall include broad form
                      property damage insurance.

               c.     All insurance required by this Agreement shall be placed with insurers
                      with a current A.M. Best’s rating of no less than A:VII unless otherwise
                      acceptable to the County.

               d.     Lessee shall provide certificates indicating the existence of the insurance
                      required by this Agreement on insurance certificate forms acceptable to
                      the County Risk Manager. Such certificates shall be executed by a duly
                      authorized agent of Lessee’s insurance provider.




                                                5
        14.   Limitations. This Agreement is subject to, and Lessee shall comply with, all of
the provisions of the reservations, restrictions, covenants, and conditions of that certain quit
claim deed dated July 13, 1973 made by the United States of America, acting by and through the
War Assets Administration, to the County of Yolo, recorded in the Official Records of the Yolo
County Recorded at Official Records Book 1070 at page 557. A copy of the deed is attached
hereto as Exhibit D.

        15.     Compliance with Laws. Lessee shall comply with all requirements of all
government authorities in force either now or in the future affecting the Leased Premises, and
shall faithfully observe in its use of the Leased Premises all laws, rules, and regulations of such
authorities.

       16.     Assignment and Subletting. Lessee may sublet the Leased Premises, or any
portion thereof, to the Yolo County Horseshoe Pitching Club, on such terms as determined by
Lessee and the County. However, any such sublease shall be subject to and subordinate to the
provisions of this Agreement, and Lessee shall cause a copy of this Agreement to be attached to
and incorporated into such sublease. Except for a sublease to the Horseshoe Pitching Club,
Lessee shall not sublease or assign the Leased Premises, or any portion thereof, without the
advance written consent of the County.

        17.    Breach. In the event of a default or breach by Lessee of any of the covenants,
conditions, and/or undertakings contained in this Agreement, including any operating order or
rule as may be imposed on Lessee by County consistent with the terms and provisions of this
Agreement, County may notify Lessee of such breach and provide Lessee with a thirty day
period to cure the breach. Should Lessee fail to cure the breach within the cure period, County
may terminate this Agreement upon fifteen days written notice. The County’s remedies pursuant
to this section are in addition to all other remedies available to County in law or equity, and
County may, at its option, employ all other legal remedies available to it notwithstanding this
section.

       18.     Remedies.

               a.      Subleases. The voluntary or other surrender of this Agreement by Lessee,
                      or a mutual cancellation thereof as to the whole or any portion of the
                      Leased Premises, shall not work a merger, and shall, at the option of the
                      County, terminate all or any existing subleases or sub-tenancies, or may, at
                      the option of the County, operate as an assignment to it of any or all such
                      subleases or sub-tenancies.

               b.     Advances by County. In the event of Lessee’s breach of any covenant in
                      this Agreement, the County may, at any time, without notice, cure such
                      breach for the account, and at the expense of Lessee. If at any time, the
                      County or the Lessee, by reason of such breach, are compelled to pay, or
                      elect to pay, any sum or money or to do any act that will require the
                      payment of any sum of money, or is compelled to incur any expense,
                      including reasonable attorney’s fees, in instituting, prosecuting, or
                      defending any actions or proceedings to enforce the County’s rights under


                                                6
                       this Agreement or otherwise, the sum or sums so paid, together with all
                       interest, costs, and damages, shall be deemed to be additional rent under
                       this Agreement and shall be due from Lessee to the County on the first day
                       of the month following the incurring of such expenses.

       19.     Notices. All notices to be given to the parties to this Agreement may be given by
United States mail or other means to the following addresses:

               County:        Board of Supervisors
                              County of Yolo County
                              625 Court Street, Room 204
                              Woodland, CA 95695

               Lessee:        Yolo County Bowmen Archery Club, Inc.
                              c/o President
                              30475 County Road 104
                              Dixon, CA 95620

On an annual basis, Lessee shall provide an updated copy of Lessee’s bylaws and its current list
of officers to County.

       20.     Waiver. One or more waivers by the County of any covenant or condition shall
not be construed as a waiver of a subsequent breach of the same or any other covenant or
condition the County’s consent to or approval of any act by Lessee requiring the County’s
consent or approval shall not be deemed to waive or render unnecessary the County’s consent to
or approval of any subsequent similar act by Lessee.

        21.     Construction of Agreement. The marginal headings or title to the paragraphs of
this Agreement are not a part of this Agreement and shall have no effect upon the construction or
interpretation of any part of this Agreement.

       22.     Binding on Successors. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the heirs, executors, administrators, successors, and
assigns of the County and Lessee.

       23.    Integration. This Agreement contains the entire agreement between the parties
and supersedes all other leases, agreements, or understandings between the County and the
Lessee concerning the subject matter of this Agreement.

       24.     Amendments. This Agreement may be amended or otherwise modified at any
time by a written agreement signed by both parties.

        25.    Authority. The person(s) executing this Agreement on behalf of Lessee
affirmatively represents, and has provided proof, that he has the requisite legal authority to enter
into this Agreement on behalf of Lessee and to bind Lessee to the terms and conditions of this
Agreement. Both the person executing this Agreement on behalf of Lessee and Lessee
understand that the County is relying on this representation in entering into the Agreement.



                                                 7
        26.     Severability. In the event that any term or provision of this Agreement shall be
held to be invalid, void, or unenforceable, then the remainder of this Agreement shall not be
affected, and each such term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

       IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day
and year first written above.

COUNTY OF YOLO, a political subdivision
of the State of California


By:________________________________
   Helen Thomson, Chairwoman
  Yolo County Board of Supervisors

Attest:
Ana Morales, Interim Clerk
Yolo County Board of Supervisors


By:____________________________
            Deputy (Seal)

                                                   Yolo County Bowmen Archery Club, Inc.

                                                   By ______________________________

                                                   Its _______________________________


Approved as to Form:
STEVEN M. BASHA, COUNTY COUNSEL


By:_________________________________
  Hope P. Welton, Deputy County Counsel




                                               8
                                  AGREEMENT NO. __-___

       This Agreement is made and entered into this __ day of June, 2005, by and between the
County of Yolo, a political subdivision of the State of California (“County”), and the Sacramento
Valley Soaring Society, a non-profit corporation organized under the laws of the State of
California (“Lessee”).

                                           RECITALS

       WHEREAS, County is authorized by Government Code Section 23004 to enter into
contracts as necessary for the exercise of its powers; and

       WHEREAS, County owns and operates the Grasslands Regional County Park
(“Grasslands Park”), designated Assessor’s Parcel Numbers 33-13-02 and 33-13-03, is located
along Mace Boulevard, between County Roads 35 and 36 in the County; and

      WHEREAS, County desires to lease to Lessee, and Lessee desires to lease from the
County, the real property described as the “Leased Premises” below; and

       WHEREAS, this Agreement sets forth the terms and conditions of the parties’ agreement
with respect to Lessee’s use of the Leased Premises for the term hereof;

       NOW, THEREFORE, the parties hereby agree as follows:

                                         AGREEMENT

        1.     Description of Leased Premises. County hereby leases to Lessee, and Lessee
hereby leases from the County, on the terms and conditions set forth herein, the Leased Premises.
For the purposes of this Agreement, the “Leased Premises” consist of the real property that is
more particularly described as follows:

       An area of property within the parcel of land being a portion of the Northwest
       one-quarter of Section 31 T. 8 N, R. 3 E., M.D.B. & M., Yolo County, California,
       and Southwest one-quarter of Section 31, T. 8 N., R. 3 E., M.D.B. & M., Yolo
       County, California, containing approximately 15 acres.

The Leased Premises are depicted on the Parcel Plan attached hereto as Exhibit A.

        2.      Purpose. The purpose of this Agreement is to provide recreational opportunities
to the members and guests of Lessee and to make certain of Lessee’s facilites available to other
patrons of Grasslands Park. Lessee represents that it is familiar with the Leased Premises, and
familiar with and competent to perform recreational services for its members and guests, as well
as for other patrons of Grasslands Park, in a safe manner and at a minimum of risk to such
individuals.

       3.     Term. The term of this Agreement shall commence on the date that it is fully
executed by the parties hereto, and it shall continue in effect through and including June 30,


                                                1
2010, provided that Lessee undertakes and completes the improvements set forth in Section 7,
below.

        4.     Rent. In addition to the other consideration provided by Lessee pursuant to this
Agreement, Lessee shall pay to County the sum of $1.00 during each fiscal year of the term of
this agreement.

        5.      Benefits. As recited above, substantial benefits accrue to County by reason of
Lessee’s presence at and use of the Grasslands Park in accordance with the terms and provisions
of this Agreement. Such benefits include, but are not limited to, the maintenance of the
following public facilities that have been (or that are to be) constructed: a shade shelter, a
parking lot, ADA-compliant restroom, and a picnic area. In addition, the Lessee shall also
perform appropriate weed abatement and conservation stewardship activities, in the discretion of
the Director (or designee) of the Yolo County Planning and Public Works Department
(hereinafter, the “Director”). It is the intention of the parties that all activities of Lessee that are
required by this Agreement will be monitored and enforced by the Director.

        6.     Use of the Leased Premises. The Premises shall be used and occupied only for
the following purposes and uses reasonably consistent therewith: remote controlled soaring (i.e.,
non-powered) model gliders; use of picnic facilities; and site maintenance.

        7.      Improvements.

                a.      Except as otherwise provided herein, Lessee covenants not to undertake
                        any alterations or improvements to the Leased Premises without the
                        County’s explicit permission. Lessee may connect to and use the County
                        well at the Grasslands Park unless and until notified otherwise by the
                        County. Upon such notice, Lessee shall, at its sole cost and expense,
                        discontinue such use, disconnect from the well, and make other
                        arrangements to provide potable and irrigation water to the Leased
                        Premises.

                b.      Any and all improvements placed upon the Leased Premises during the
                        term of this Agreement and all previous Agreements shall be constructed
                        and maintained at the sole expense of Lessee. Upon the termination of
                        this Agreement, any and all such improvements shall, at County’s option,
                        (i) become the property of the County, or (ii) be removed by the Lessee
                        and the Leased Premises returned to their original condition at Lessee’s
                        sole cost and expense. Notwithstanding the foregoing, Lessee shall not be
                        required to remove trees or other vegetation originally planted in
                        accordance with the approval of the County.

                c.      Lessee shall commence the installation of, at its sole cost and expense,
                        complete the following facilities prior to June 30, 2010: four picnic tables
                        and adjoining barbecue pits at the shade structure; a small storage
                        structure for daily use items; directions signage, safety rules, and
                        interpretive materials; and utility poles to delineate safety buffer areas. By



                                                   2
                       such deadline, Lessee shall also relocate the cargo storage containers to
                       the corporation yard. If such improvements are not completed within the
                       term of this Agreement, the County may choose not to renew or extend the
                       Agreement. Lessee may also make additional capital improvements so
                       long as they are either (i) consistent with the Grasslands Park Master Plan,
                       or (ii) approved in advance by the County Board of Supervisors.

       8.      Possessory Interest and Property Taxes. Lessee understands that this Agreement
may create a private possessory interest in the Leased Premises subject to property taxation.
Lessee shall be solely liable for the payment of property taxes that are levied on such interest,
and proof of such payment shall be provided to the County upon request.

         9.      Utilities. Lessee shall provide, at its sole cost and expense, any and all utilities
services used on the Leased Premises by the Lessee during the term of the Agreement, including
utilities for the operation of the well pump on a pro rata basis with any other users.

       10.      Maintenance and Condition of the Leased Premises.

               a.      Acceptance. Consistent with Section 7, above, Lessee agrees that on the
                       final day of the term of this Agreement, it shall surrender the Leased
                       Premises and appurtenances to the County in the same condition as when
                       initially received by the Lessee, except for reasonable use, wear, and tear
                       or damage by fire, acts of God, or the elements, and to remove all of its
                       property from the Leased Premises.

               b.      Waste. Lessee shall not commit nor permit others to commit waste or
                       nuisance on the Leased Premises or any other act that could disturb the
                       quiet enjoyment of County or of any other tenant of County on reserved or
                       adjacent property.

               c.      Maintenance. Lessee shall care for the Leased Premises and
                       appurtenances thereto and maintain them in the same order in condition in
                       which they were received from the County, ordinary wear and tear
                       excepted, and shall make diligent efforts to prevent the spread of all
                       noxious weeds, rodents, and other vertebrate or invertebrate (including
                       insects, spiders, mites, snails, and other such pests) pests on the Leased
                       Premises during the term of this Agreement. Lessee further agrees to
                       make diligent efforts to prevent infestations of organisms that may
                       produce disease in plants or animals to the extent such organisms may
                       either (a) come onto or develop on the Leased Premises during the term of
                       this Agreement, or (b) damage crops or animals on the Leased Premises
                       following the expiration of the term of this Agreement.

               d.      Park Manager’s Orders, Rules and Regulations. The County Parks
                       Manager is delegated the authority to make and enforce such additional
                       orders, rules, and/or regulations as, in his or her reasonable judgment, may
                       be necessary to ensure full compliance with the terms of this Agreement.



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                      Lessee covenants and agrees to comply with all such lawful orders, rules
                      and/or regulations, and that the violation of any such orders, rules, and/or
                      regulations, after a reasonably opportunity to cure, shall constitute a
                      breach of this Agreement.

         11.     Indemnity Lessee shall defend, indemnify, and hold the County and its elected
representatives, officers, employees, agents, and assignees harmless against and from any and all
claims, suits, losses, damages and liability for damages of every name, kind and description,
including attorneys’ fees and costs incurred, which are claimed to or in any way arise out of or
are connected with Lessee’s services, operations, or performance hereunder, including the
services, operations or performance of any of its members, guests, or invitees, regardless of the
existence or degree of fault or negligence on the part of the County and its elected officials,
officers, employees, agents, and assignees, except for the sole or active negligence of the County
or its elected officials, officers, employees, agents, and assignees. Lessee’s obligations under
this paragraph shall survive the end of this Agreement.

       12.      Insurance. During the entire term of this Agreement, Lessee shall, at its sole
expense, procure and maintain in full force and effect the insurance coverages set forth below.
Insurance Policy Certificates for the insurance required herein shall be provided by Lessee and
shall meet the following requirements:

               a.     At all times during the term of this Agreement, Lessee shall maintain, at
                      its sole expense, general liability, commercial general liability insurance
                      and employers’ liability coverage. The amount of each such policy shall
                      be no less than ONE MILLION DOLLARS ($1,000,000.00) combined
                      single limit per occurrence for bodily injury, including personal injury and
                      property damage.

               b.     The liability insurance shall contain an endorsement that establishes that
                      the County and its elected representatives, officers, agents, and employees
                      are named as additional insureds. Any insurance maintained by the
                      County shall apply in excess of, and not contribute with, insurance
                      provided by Lessee’s liability insurance policy. Lessee’s insurance policy
                      shall not be canceled or non-renewed at any time during the lease period.
                      The liability coverage shall not exclude liability assumed by written
                      contract or agreement. The liability insurance shall include broad form
                      property damage insurance.

               c.     All insurance required by this Agreement shall be placed with insurers
                      with a current A.M. Best’s rating of no less than A:VII unless otherwise
                      acceptable to the County.

               d.     Lessee shall provide certificates indicating the existence of the insurance
                      required by this Agreement on insurance certificate forms acceptable to
                      the County Risk Manager. Such certificates shall be executed by a duly
                      authorized agent of Lessee’s insurance provider.




                                                4
        13.    Limitations. This Agreement is subject to, and Lessee shall comply with, all of
the provisions of the reservations, restrictions, covenants, and conditions of that certain quit
claim deed dated July 13, 1973 made by the United States of America, acting by and through the
War Assets Administration, to the County of Yolo, recorded in the Official Records of the Yolo
County Recorded at Official Records Book 1070 at page 557. A copy of the deed is attached
hereto as Exhibit B.

        14.      Compliance with Laws. Lessee shall comply with all requirements of all
government authorities in force either now or in the future affecting the Leased Premises, and
shall faithfully observe in its use of the Leased Premises all laws, rules, and regulations of such
authorities.

       15.     Assignment and Subletting. Lessee shall not sublease or assign the Leased
Premises, or any portion thereof, without the advance written consent of the County.

         16.    Breach. In the event of a default or breach by Lessee of any of the covenants,
conditions, and/or undertakings contained in this Agreement, including any operating order or
rule as may be imposed on Lessee by County consistent with the terms and provisions of this
Agreement, County may notify Lessee of such breach and provide Lessee with a thirty day
period to cure the breach. Should Lessee fail to cure the breach within the cure period, County
may terminate this Agreement upon fifteen days written notice. The County’s remedies pursuant
to this section are in addition to all other remedies available to County in law or equity, and
County may, at its option, employ all other legal remedies available to it notwithstanding this
section.

       17.     Remedies.

               a.       Subleases. The voluntary or other surrender of this Agreement by Lessee,
                       or a mutual cancellation thereof as to the whole or any portion of the
                       Leased Premises, shall not work a merger, and shall, at the option of the
                       County, terminate all or any existing subleases or sub-tenancies, or may, at
                       the option of the County, operate as an assignment to it of any or all such
                       subleases or sub-tenancies.

               b.      Advances by County. In the event of Lessee’s breach of any covenant in
                       this Agreement, the County may, at any time, without notice, cure such
                       breach for the account, and at the expense of Lessee. If at any time, the
                       County or the Lessee, by reason of such breach, are compelled to pay, or
                       elect to pay, any sum or money or to do any act that will require the
                       payment of any sum of money, or is compelled to incur any expense,
                       including reasonable attorney’s fees, in instituting, prosecuting, or
                       defending any actions or proceedings to enforce the County’s rights under
                       this Agreement or otherwise, the sum or sums so paid, together with all
                       interest, costs, and damages, shall be deemed to be additional rent under
                       this Agreement and shall be due from Lessee to the County on the first day
                       of the month following the incurring of such expenses.




                                                  5
       18.     Notices. All notices to be given to the parties to this Agreement may be given by
United States mail or other means to the following addresses:

               County:        Board of Supervisors
                              County of Yolo County
                              625 Court Street, Room 204
                              Woodland, CA 95695

               Lessee:        Sacramento Valley Soaring Society
                              Peter B. Dannenfelser II, AIA
                              Architectural Arts
                              1111 J Street
                              Sacramento, CA 95814

On an annual basis, Lessee shall provide an updated copy of Lessee’s bylaws and its current list
of officers to County.

        19.    Waiver. One or more waivers by the County of any covenant or condition shall
not be construed as a waiver of a subsequent breach of the same or any other covenant or
condition the County’s consent to or approval of any act by Lessee requiring the County’s
consent or approval shall not be deemed to waive or render unnecessary the County’s consent to
or approval of any subsequent similar act by Lessee.

        20.     Construction of Agreement. The marginal headings or title to the paragraphs of
this Agreement are not a part of this Agreement and shall have no effect upon the construction or
interpretation of any part of this Agreement.

       21.     Binding on Successors. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the heirs, executors, administrators, successors, and
assigns of the County and Lessee.

       22.     Integration. This Agreement contains the entire agreement between the parties
and supersedes all other leases, agreements, or understandings between the County and the
Lessee concerning the subject matter of this Agreement.

       23.     Amendments. This Agreement may be amended or otherwise modified at any
time by a written agreement signed by both parties.

        24.    Authority. The person(s) executing this Agreement on behalf of Lessee
affirmatively represents, and has provided proof, that he has the requisite legal authority to enter
into this Agreement on behalf of Lessee and to bind Lessee to the terms and conditions of this
Agreement. Both the person executing this Agreement on behalf of Lessee and Lessee
understand that the County is relying on this representation in entering into the Agreement.

        25.     Severability. In the event that any term or provision of this Agreement shall be
held to be invalid, void, or unenforceable, then the remainder of this Agreement shall not be
affected, and each such term and provision of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.


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       IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day
and year first written above.

COUNTY OF YOLO, a political subdivision
of the State of California


By:________________________________
   Helen Thomson, Chairwoman
  Yolo County Board of Supervisors

Attest:
Ana Morales, Interim Clerk
Yolo County Board of Supervisors


By:____________________________
            Deputy (Seal)

                                               Sacramento Valley Soaring Society

                                               By ______________________________

                                               Its _______________________________


Approved as to Form:
STEVEN M. BASHA, COUNTY COUNSEL


By:_________________________________
  Hope P. Welton, Deputy County Counsel




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