Loading...
HomeMy WebLinkAbout2011-085 Lease - Imperatrice-Standing Stone IMPERATRICE RANCH GROUND LEASE AGREEMENT FOR RANCHING AND SUSTAINABLE FARMING THIS AGREEMENT (the "Lease") is entered into between the CITY OF ASHLAND, OREGON, by and through the City Council, hereinafter referred to as City, and Standing Stone Brewing Co, hereinafter referred to as Lessee RECITALS A. City owns property located at See, Exhibit A attached and incorporated (the "Property"). B. Lessee desires to lease Property for purposes of operating a ranch and farm according to Lessee's proposal under City Request for Proposal (RFP) Project 2009-12, attached as Exhibit B and fully Incorporated as terms of this Lease. C. City desires to lease Property to the Lessee under the circumstances set forth in this Lease. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Lease, the parties agree as follows: 1. Description of Leased Property. City agrees to lease to Lessee the Property located at See, Exhibit A. Property has an area of approximately 265 acres. The Lessee will use Property to operate a ranch and farm according to Lessee's proposal under City Request for Proposal (RFP) Project 2009-12 as attached and incorporated under this Lease. ("Property"). - ass 2. Term. The initial term of this Lease shall be two (2) years, commencing on June 1, 2011, and ending on June 1, 2013. JAS (Aon) bct.tVC,J./ZOrr (ACA) ocrob« i.r,zo I'S 1. Option to Renew. The Lessee has an option to renew this Lease for successive 2-year terms by providing City with written notice not less than 90 days before the expiration of the then- current term of this Lease. Each renewal term will be on the same terms and conditions as set forth in this Lease. 3. Lease Fees. 1. Rental Rate. Lessee agrees to pay to City an annual rental of $50/acre, per year for the use of Property. Lessee agrees to pay to City, for the use of the Property, a rental rate of $13,250.00/year. The first year's rent will be payable on execution of the Lease, and the second year will be due one (1) month before the anniversary of the commencement of this Lease. 2. City Fee Obligation. The City will pay the following fees and costs with respect to the Property: 1. Talent Irrigation District (TID) Annual Assessment;' 2. Oregon Department of Forestry Fire Protection Fee; and 3. Jackson County Property Tax. 3. Rent. Rent will become past due ten days past the due date and the City will charge interest of 1.5% per month on past due rent. 4.. Security Deposit. (Not Applicable]. 4. Maintenance. Lessee shall keep and maintain the. Property and all improvements in good and substantial repair and condition, including the exterior condition. 1. Lessee shall make all necessary major repairs and alterations and shall maintain the Property and all improvements in compliance with all applicable building and zoning laws and Page 1 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING all other laws, ordinances, orders and requirements of all authorities having or claiming jurisdiction. 2.- Lessee shall keep and maintain all fences upon the Property, or which may be erected during the Lease term, in a sightly manner, and in good condition and repair to effectively serve their purpose. 3. Lessee shall provide proper containers for trash and garbage and shall keep the Property free and clear of weeds, rubbish, debris, and litter at all times. 4. City shall have the right to conduct reasonable inspections and investigations of the Property and the operations conducted on the Property at any time, and from time to time with reasonable advance notice, and Lessee shall cooperate fully with City during such inspections and investigations. 5. Construction. Lessee shall have the right to erect, maintain, and alter such facilities as structures, fencing and irrigation systems upon the Property provided such facilities conform to the applicable requirements of all federal, state, and local laws. All plans for such facilities or improvements shall be reviewed and approved in writing by the City prior to construction; such approval not being unreasonably withheld. Without the appropriate land use approvals, all construction of facilities must cease and desist immediately. , S. Land Use Approvals Required. This Lease is not a land use approval. Lessee is not the City's agent and City is not the Lessee's agent for purposes of any contracts or commitments made by either party. Lessee acknowledges and agrees that future preliminary and/or final approvals, including plans, plan amendments, plan modifications, civil plans (construction plan approval), construction permits and building permits are subject to compliance with all applicable approved plans, approval conditions and applicable land development regulations in effect at the time the approvals are sought. No rights to obtain preliminary and/or final approvals, including plans, plan amendments, plan modifications, or building permits nor any other rights to develop and/or construct on Property have been granted or implied simply by the City's approval of this Lease. Lessee must fully comply with all approved plans, approval conditions and all applicable laws in effect at the time the final approvals are sought. Lessee, or its successors and assigns, may not attempt to force, coerce or intimidate the City to approve the final plan or grant other construction authorizations, including building permits, by asserting that the City has committed to such approvals for construction on any parcel at the Property based on the theory of vested rights, equitable estoppel, or any other legal theory based on the City's approval of this Lease or any associated agreement. This Lease does not grant Lessee the right to move or construct anything on any parcel other than the described Property. City approval of final plans and/or construction orders requires strict compliance with applicable planning procedures, approval conditions and the applicable criterion for approval. 7. Title to Improvements. Upon completion of construction, if any, and the final approved structural inspection, improvements included in the Planning Action, including any further improvements to the Property approved by any other authority, made during the term of this Lease shall become and remain property of Lessee. a. Quiet Enjoyment. So long as Lessee performs its obligations under this Lease, the City shall keep and maintain Lessee in exclusive, quiet, and undisturbed possession and enjoyment of the Property. e. Rights Reserved to the City. The City reserves the following rights: Page 2 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING 1. Maintain Property. The right, but not the obligation, to maintain and keep the Property in good repair, together with the right to direct and control all activities of Lessee not in conformance with the Lease. 2. Protect Property. The right to take any action considered necessary to protect the Property from waste or nuisance, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on the Property which, in the opinion of the City, would limit the usefulness of the Property and constitute a hazard. 3. Temporary closures. The right to temporarily close or to restrict the use of the Property or any of the facilities for maintenance, improvement, or for the safety of the public. Lessee is entitled to full abatement of rent during such temporary closures. 1o. Non-appropriations; No Agency. The City and Lessee are entering into this Lease voluntarily in the spirit of cooperation and coordination to facilitate Lessee's desire to lease Property for purposes set forth in Exhibit B. However, nothing in this Lease makes the City responsible for the contracts or commitments of Lessee regarding development to achieve Lessee's desired outcome. Lessee is not subject to public contracting rules and regulations and nothing herein makes Owner subject to such public agency requirements. 1. All City obligations pursuant to this Lease which require the expenditure of funds are contingent upon future appropriations by the City as part of the local budget process. Nothing in this Lease implies an obligation on the City to appropriate any such monies. City acknowledges that following the required review and approval of the contract or Lessee's and sustainable farming operation on the Property is not an obligation that would require the expenditure of funds; therefore, Lessee's leasing the Property is not contingent upon future appropriations by the City. 11. Lessee Obligations 1. When commercial activities permitted. Lessee may conduct any commercial activities related to ranch and farm operations according to and in compliance with all federal, state and local laws. 2. Utilities. Lessee shall promptly pay any charges for electricity, water and sewer, and all other charges for utilities which may be furnished to the premises at Lessee's order or consent. 3. Liens, Taxes. Lessee shall pay all sums of money that become due for any labor, services, materials, supplies, utilities, furnishings, machinery or equipment which have been furnished or ordered by Lessee which may be secured by lien against the premises. Lessee shall pay all personal property taxes assessed against the premises, such payments to be made no later than November 15 of the year in which the taxes become due and payable, and will submit a copy of the receipt for the taxes to the City's Director of Finance. 4: Compliance with laws. Lessee shall comply with: 5. All federal, state, county, and city laws, orders and ordinances relating to the Property; 1. Local Laws. The terms, restrictions and requirements of approvals are set forth in the applicable County and State statutes and regulations, the preliminary and final approvals, and this Lease. All local development approvals and permits identified by local law or this Lease shall be obtained at the sole cost of the Lessee. The failure of this Lease to address a particular permit, condition, term or restriction shall not relieve Lessee of the duty to comply with any laws governing permitting requirements, conditions, terms or restrictions. Page 3 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING 2., Fencing. Lessee will act with City to install fencing in a manner mutually agreeable to both parties that separates or divides the Property in a manner that protects canals and irrigation facilities from encroachment and damage by Lessee's livestock. 6. Lessee is not permitted to grow or cultivate any forms of commonly used controlled substance as defined under Federal or State law such as, but not limited to, marijuana or industrial hemp as defined under ORS 571.300. 7. Lessee's Specific Compliance With Environmental Laws. As used in this paragraph, the term "hazardous material" means any hazardous or toxic substance, material, or waste, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302) and any amendments, ORS 466.567, 466.205, 466.640 and 468.790 and regulations of the Oregon State Department of Environmental Quality, petroleum products and their derivatives, and such other substances, materials and wastes as become regulated or subject to cleanup authority under any environmental laws. Environmental laws means any federal, state, or local statutes, regulations, or ordinances or any judicial or other governmental orders pertaining to the protection of health, safety, or the environment. 1. Lessee's compliance with laws and permits Lessee shall cause the premises and all operations conducted on the premises (including operations by any subtenants) to comply with all environmental laws. 2. Flammables and explosives prohibited. Lessee shall not store any flammable or explosive liquids or solids within the premises without a permit. For the purpose of this Lease, "flammable or explosive liquids or solids" shall not apply to fuel or other fammables contained within any vehicle used or stored at the Property or to fuel stored at the Property in reasonable. quantities necessary for fueling of those vehicles. Fueling of vehicles while in any enclosed storage facility is strictly prohibited. 3. Limitation on uses of hazardous materials Lessee shall not use or allow any agents, contractors or subtenants to use the premises to generate, manufacture, refine, transport, treat, store, handle, recycle, release or dispose of any hazardous materials, other than as reasonably necessary for the operation of Lessee's activities as contemplated under this lease. 4. Disposal and contamination clean-up. Lessee shall be responsible for disposing of all hazardous materials in compliance with environmental laws, and Lessee shall be responsible for any environmental clean-up of the premises that is necessary due to Lessee's activities. Lessee shall not be responsible for any environmental cleanup of the premises resulting from activities not authorized by the Lessee such as trespass or pre-existing contamination. 8. Specific Obligations. Lessee shall have the specific obligations: See, Attached Exhibit C and incorporated. 12. Insurance. Lessee shall obtain and maintain continuously in effect at all times during the term of this lease, at Lessee's sole expense, the following insurance: 1. Comprehensive insurance. General liability insurance protecting City and its officers, agents and employees against any and all liabilities that may allegedly in any way relate J 4S to the operation by Lessee, this insurance to be in the minimum amount of $[Enter SeG d~5 Amount set by Risk], combined single limit coverage. Such limit shall automatically a ooL ou^ increase in the event of any change in the provisions of ORS 30.271, or in the event these limits are found to be not applicable to a city. (ACA) Page 4 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING 1. All policies shall include the City, its officers, commissions, elected officials, employees and agents as additional insured with respect to general liability and vehicle liability on a primary and non-contributory basis. 2. A certificate evidencing such insurance coverage shall be filed with the City prior to the effective date of this lease, and such certificate shall provide that such insurance coverage may not be canceled or reduced or changed in any way adverse to the City without at least 30 days prior written notice to the City. The policy shall be continuous until canceled as stated above. If such insurance coverage is canceled or changed, Lessee shall, not later than 15 days prior to the termination or change in the insurance coverage, file with the City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Cancellation or termination of the policy shall terminate the lease. 3. In the event Lessee shall fail to furnish the City with the certificate of insurance required, City may secure the required insurance or self-insure at the sole cost and expense of Lessee, and Lessee agrees to reimburse City promptly for the cost, plus ten percent of the cost for City administration. 2. Property Insurance. Lessee shall bear the expense of any insurance insuring the personal property of Lessee on the premises against such risks, but Lessee shall not be required to insure his personal property. 1. City shall bear the expense of Oregon Department of Forestry fire protection fee. 13. Indemnification; Waiver of Subrogation. Lessee will defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogations, or other damages resulting from injury to any person (including injury resulting in death,) or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to this lease or the activities that take place on leased property. Lessee waives the right of subrogation regarding the insurance policy as described in the Insurance Section in this Lease. Lessee will not be held responsible for damages caused by negligence or willful misconduct of City. 14. Default 1. Events of Default. The following shall be events of default: 1. Default in Rent: Failure of Lessee to pay any rent or other charge within ten days after it is due. 2. Default in Other Covenants: Failure of Lessee to comply with any covenant, term or condition, or to fulfill any obligation of the lease (other than the payment of rent or other charges) within 30 days after written notice by City specifying the nature of the default. If the default is such that it cannot be completely remedied within the 30-day period, this provision shall be complied with if Lessee begins correction of the default within the 30- day period and proceeds in good faith to effect the remedy as soon as practicable. 3. Insolvency: Insolvency of Lessee and assignment by Lessee for the benefit of creditors; the filing by Lessee of a voluntary petition in bankruptcy; an adjudication that Lessee is bankrupt or the appointment of a receiver of the properties of Lessee; the filing of an involuntary petition of bankruptcy and failure of the Lessee to secure a dismissal of the petition within 30 days after filing; attachment of or the levying of execution on the leasehold interest and failure of the Lessee to secure discharge of the attachment or release of the levy of execution within ten days. 2. Remedies on Default. In the event of a default, the City at its option may terminate the lease by notice in writing by certified or registered mail to Lessee. The notice may be given before or within thirty days after the running of the grace period for default and Page 5 of 8 AMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING may be included in a notice of failure of compliance. If the property is abandoned by Lessee in connection with a default, termination shall be automatic and without notice. 3. Damages. In the event of termination by default, City shall be entitled to recover immediately the following amounts as damages: 1. The reasonable cost of re-entry and reletting including the cost of any clean up, refurbishing, removal of Lessee's property and fixtures, or any other expense occasioned by Lessee's failure to quit the premises upon termination and to leave the premises in the required condition, any remodeling costs, attorney fees, court costs, broker commissions and advertising cost. 2. The loss of reasonable lease fee value from the date of default until a new tenant has been or, with the exercise of reasonable efforts could have been secured. 4. Re-entry After Termination. If the lease is terminated for any reason, Lessee's liability to City for damages shall survive such termination, and the rights and obligations of the parties shall be as follows: 1. Lessee shall vacate the premises immediately, and within thirty (30) days remove any property of Lessee including any fixtures which Lessee is required to remove at the end of the lease term, perform any cleanup, alterations or other work required to leave the property in the condition required at the end of the term City may re-enter, take possession of the premises and remove any persons or property by legal action or by self- help with the use of reasonable force and without liability for damages. 5. Re-letting. Following re-entry or abandonment, City may re-let the premises and to that end the City may: 1. Make any suitable alterations or refurbish the premises, or both, or change the character or use of the premises, but City shall not be required to re-let for any use or purpose (other than that specified in the lease) which City may reasonably consider injurious to the premises, or to any tenant which City may reasonably consider objectionable. 2. Re-let all or part of the premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this lease, upon any reasonable terms and conditions, including the granting of some lease fee-free occupancy or other lease fee concession. 15. Assignment of Interest or Rights. Without prior written approval, neither Lessee or any assignee or other successor of Lessee shall sublease, assign, transfer or encumber any of Lessee's rights in and to this lease or any interest, nor license or permit the use of the rights granted except as provided in this paragraph. Lessee shall not assign all or any part of its rights and interests under this lease to any successor through merger, consolidation, or voluntary sale or transfer of substantially all of its assets, without prior written approval of the City. Written approval of the City shall not be unreasonably withheld. 16. Condemnation. If any legally constituted authority condemns the Property or such part thereof which shall make the Property unsuitable for leasing, this Lease shall cease when the public authority takes possession, and City and Lessee shall account for rental as of that date. Lessee shall not have any rights in or to any award made to City by the condemning authority and further waives any action or remedy to recover compensation against the condemning authority for any loss or damage caused by the condemnation. However, in the event of condemnation, City will promptly refund all prepaid rent to Lessee as of the date that the public authority takes possession of the Property. 17. General Provisions. Page 6 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING i 1. No Partnership or Joint Venture. Nothing in this Lease shall be construed to render the City in any way or for any purpose a partner, joint venturer, or associate in any relationship with Lessee other than that of landlord and tenant, nor. shall this Lease be construed to authorize either party to act as agent for the other. 2. Nonwaiver. Waiver by either party of strict performance of any provision of this lease shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provision. 3. Consent of City. Whenever consent, approval or direction by the City is required, all such consent, approval or direction shall be received in writing from the City Administrator. 4. Notices. All notices required under this lease shall be deemed to be properly served two days after mailing by certified or registered mail to the last address previously furnished by the parties. Until changed by the parties by notice in writing, notices shall be sent to: CITY: LESSEE: City of Ashland Standing Stone Brewing Co. Attn: City Administrator Attn: Alex Amarotico 20 Main Street 101 Oak Street Ashland, OR 97520 Ashland, OR 97520 5. Governing Law. This Lease and all matters relating to this Lease shall be governed by the laws of the State of Oregon In force at the time any need for interpretation of this Lease or any decision or holding concerning this Lease arises. 6. Extraterritorial Regulation. Nothing in this Lease shall interfere with the legislative authority of City under ORS 226.010 or any other provision of state law. 7. Binding on Successors. This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. 8. Entry for Inspection. City shall have the right to enter on the Property at any time to determine Lessee's compliance with this Lease or to make necessary repairs to the Property The duty of City to make repairs shall not mature until a reasonable time after City has received written notice from Lessee of the repairs that are required. In addition, City shall have the right at any time during the last twelve months of the term of this Lease to place and maintain on the Property notices for leasing or selling of the Property. 9. Holdover by Lessee. If the Lessee does not vacate the Property at the time required the City shall have the option to treat the Lessee as a Lessee from month to month subject to all provisions of this lease except the provision for term. 10. Severability. If any provision of this Lease is held by a court of competent jurisdiction to be either invalid void or unenforceable the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding. 11. Recording of Lease. City and Lessee may agree to execute a memorandum of this Lease which shall be recorded in Jackson County Oregon The Memorandum of Lease in the form of Exhibit D attached which sets forth a description of the Property, specify terms in the Lease and incorporate this Lease by reference. 12. Entire Agreement. This Lease and its attachments constitute the sole and only agreement between City and Lessee respecting the leasing of the Property to Lessee. Any agreements or representations respecting the Property their leasing to Lessee by City or any other matter discussed in this Lease not expressly set forth or incorporated into this Lease are null and void. Page 7 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING INTENDING TO BE BOUND, the parties have executed this Lease as of the date written below. LESSEE: Standing S rew' o. By: c( -Z Alex maro , President Date ORDER Pursuant to ORS 271.360 the governing body hereby approves and authorizes the terms of this lease as set forth above. CITY: Mayo ayor's Designee, City of Ashland Date Page 8 of 8 -IMPERATRACE LEASE FOR RANCHING AND SUSTAINABLE FARMING CITY OF ASHLAND EXHIBIT A DESCRIPTION OF PROPERTY TO BE LEASED TO STANDING STONE BREWING COMPANY A tract of Land located in Jackson County Oregon and more fully described as follows: All that portion of the following listed tax lots which lie southerly and westerly of the Talent Irrigation District east lateral: 1. 38 lE 32-lot 100 (excepting property west of Butter Creek Road) 2. 38 1 E 32-lot 200 3. 38 lE 33-lot 200 Containing 265 acres more or less. City of Ashland to Standing Stone Brewing Co. April 26, 2011 Engineering Tel: 541/488-5347 20 E. Main Street Fax: 5414 48"006 Ashland, Oregon 97520. TTY:800!735.29 /35.2900 ww .ashland,orm" G;pub-vAs%eng%Exhlbd A SSBC ImperaUke Propedy 4 28 1 t.doe ' EXHIBIT B PrQpQSaj-to City. s la d,Oregon,.PuF211t_W_orhs/EngIneerlrg_p]vlslon Beneficial Use of the Imperatrice Property Project 2009-12 Prelude This proposal is hereby submitted by the Standing 5tone Brewing Company (SSBC) in response to the City of Ashland RFP for the beneficial use of the Imperatrice Property, Project No. 2oog-i2 distributed on May 28, 2010. The applicant has examined the subject RFP and hereby acknowledges all details and provisions of the City's proposal process. 2roposed BeaefWal Use of.thatmperatrlce Property SSBC currently owns and manages Its own bevy of egg-laying hens and thereby putting Its knowledge of sustainable farming into practice. SSBC proposes to operate a sustainable farm (closed loop farm system) upon the subject Imperatrice property to produce healthy, delicious food locally to support its restaurant and brewing operation herein Ashland, Oregon. More specifically, the farm operation would include raising chickens for meat and egg production with the use of mobile paddocks (chicken tractors). Additional livestock (beef, lamb and turkey) would eventually be added to the operation. 4t5uatalnability SSBC's proposed farm use would create a local source for a portion of the food that is required to operate the restaurant and brewing company, the distance between the subject property and the Standing Stone Is one (1) mile. A key benefit of this proposal is the reduction of vehicle miles, part of a national goal to reduce carbon emissions. Another component of the SSBC Farm is recycling. The pre-consumption food scraps and . spent grains generated by the SSBC restaurant and brewing operation are currently transported to a variety of local farms. These materials would be used to support the livestock of the proposed farm use upon the Imperatnce property. This recycling SSBC Proposal for Beneficial Use of Imperatrice Property-Project ioog-u Page 1 of 6 component of the operation would continually make its sustainable loop in the system, all within a round-trip distance of two (2) miles between the standing Stone and the farm. SSBC has factored two other benefits into the sustainability equation: Job creation and education. The proposed farm operation would, on various levels, employ a range of skills sets. People would be put to work to manage the farm operation, consult on sustainable farm practices, work the land, transport (albelt a short distance), harvest food; manage property, apply for land use permits and coordinate with City agencies. The employment would sustain those individuals in the present and benefit the famlifes of those individuals in future times. The consumption of these thriving workers would be economically linked to other parts of our local system and a part of our community's needs would be met now and in the future. Education Is a key component of the SSBC Farm Operation as SSBC Intends to provide a venue for Farm Education Programs. Education in itself is that essential human activity that enables society to meet Its needs and express Its greatest potential for meeting Its needs In the future. We believe that education is an effective societal approach for achieving sustainability. 4.2 Psth c @snefIt Yehisle M&s: The essentlAl purpose of the proposed SSBC farm use Is to operate a sustainable system for producing local, healthy food. As has been affirmed In this proposal, a local food source helps in the reduction of vehicle miles. It's a national goal to reduce VMT and the benefits reduce greenhouse gas generated from cars and help to reduce our dependency upon oil; hence, the first public benefit of the proposed SSBC farm use is Its design to reduce vehicle miles. Education: The Standing Stone Brewing Company (SSBC) likes to share and tell Its story. Sharing is how we educate and how we learn. Our proposed farm use would Include public access to demonstrate how local food is produced sustainably for the restaurant. Sharing with the public how the farm system works is how sustainable practices become Integrated Into our culture. We submit to the City that our willingness and our plan to schedule tours is a public benefit. ND.Extgmal Costs tQPubllc: The proposed SSBC farm use would be operated such that no spillover or external costs will be borne by the public. For example, the operation will be developed such that the natural appearance of the property Is preserved. The generation of traffic will be minimal and limited to approximately 6 trips per day (total. 6 miles). Internal vehicle drives will be maintained during the summer months to abate dust. S58C Proposal for Benefidal Use of Imperatrlce Property - Protect 2009-12 Page 2 of 6 43-111asinessDan Attached to this proposal Is the 4perati4ns Plan for the SSBC Closed Loop Farm System, dated May 20, 2oio. The research, analysis and preparation of the QRerations elan was completed by Team Grass Fed (TGF), a group of graduate students at Presldio Graduate School In San Francisco, California (Ian Bevan, Tone' Minnick, Eric Strong and Stacey Waldspurger). . The plan includes a detailed cost benefit analysis for the development of a local food production source for the Standing Stone Brewing Company (SSBC). The objectives of the closed loop farm system dovetail seamlessly Into the SSBC sustainability formula because meat production is a major contributor to greenhouse gases. The proposed local food source would further reduce SSBC's continually-decreasing carbon footprint. 4,4_EnvironmentaLStewat dship a) The proposed land use Includes primarily animal husbandry and does not generate any particulate matter Into the air. As stated In a previous section, SSBC will practice dust control on Internal driveways as is necessary, b) The proposed farm use does not Include any Industrial noise whatsoever and will not generate continual noise that would Impact adjacent property owners. From time to time there will be minor construction of fences and coops that will be conducted pursuant to the noise regulations set forth In the Jackson County Code. c) The acreage under lease will be observed continually in order to determine ways to Improve the health of the soil and to manage natural drainage patterns on the site. The proposed farm use Itself will not generate any soil erosion. It Is also noted that the proposed farm use will shift about the site with the use of mobile paddocks and will only utilize a small portion (estimated to be to acres, 3.8% of the site) of the 265 acres at any given time. d) As noted above the farm operation will be conducted upon a small percentage of the subject acreage and will have no effect upon wildlife. Our objective will be to separate local varmints from the livestock to reduce inventory shrinkage. SSBC affirms its Intention to improve this land and its soil from Its current condition and to continually maintain Its health for future generations. Also key in this proposal Is the reduction of vehicle miles, part of our national goal to reduce carbon emissions. SSBC Proposal for BeneBdal Use of lrnperatri a Property - Project 2009-12 Page 3 of 6 4, -Wastewater Effluent Use SSBC acknowledges the primary purpose for the City acquiring the subject property. The applicant's proposed farm-use within the 2-year time frame will only require a small portion of the 265 acres; therefore, it Is expected that the proposed use will not preclude the discharge of treated effluent from the City's wastewater treatment facility should that occur within the timeframe of the short-term lease. 4.6 Adherence to Jackson- unty Land Development ordinances In reviewing the current Jackson County Land Development Ordinance (LDO), the applicant concludes that SSBC's proposed farm use described above is a Type 1 use, permitted by right and only requiring non-discretionary staff review (pursuant to Section 4.2.2 and Table 4.2-1 for Exclusive Farm Use (EFU) zoned land, Jackson County LDO. Moreover, any permanent or temporary structures necessary to manage livestock are also permitted upon EFU-zoned property in accordance with uses listed as #2 and f,'4 on Table 4.2-1 of the current Jackson County LDO. Depending upon the design and particular use, temporary structures used In conjunction with farm use may require a Type 2 discretionary review and an opportunity for a public hearing. The applicant Is prepared to engage In preliminary meetings with the County Planning Staff and submit the necessary permit applications to operate the proposed farm use. 5,1 Lease Terms The applicant understands that a lease agreement will be designed to match the specific proposal that is awarded the property lease. If awarded the lease, SSBC will be available to participate In that process with the City. 5.2ludemnification The lease agreement shall indemnify the City of Ashland from any and all actions of the leaseholder on the Qty-owned Imperatrlce property. Sainsurance Through Travelers Insurance Company (Agent: United Risk Solutions), SSBC shall provide general liability Insurance coverage to the agreed upon limits specified in the lease agreement for the subject property. The City of Ashland, its elected officials, officers and employees shall be listed as additional Insured on the policy. SSB[ Proposal for Beneficial Use of Imperatrice Property - Project 2009-12 Page 4 of 6 5AJ&flntalfee SSBC proposes to pay an annual rental fee to the City of $1.00 (one dollar). 5.5 TID Annual Charge As required by the City of Ashland, SSBC shall pay the annual Talent Irrigation District (TID) charge of $9000 for Irrigation on the subject property. 5,6.01Df_FkCProtection Fees SSBC shall pay the annual Oregon Department of Forestry fee for fire protection services in the amount of $io61 + . 5,7 Property Taxes Also under the terms of the lease agreement, SSBC shall pay the annual property taxes on the subject property an approximate amount of $855. 1.1 Addendums Addendums No.1 and No. 2, issued on June 10, 201o and June 16, 2oio respectively, are acknowledged and attached hereto. Conclusion The statements In this proposal are correct and truthful representations. SSBC acknowledges all details and provisions of the City's proposal process (Project 2009-12) and, if selected, will negotiate the lease agreement in good falth with the City of Ashland. To summarize, the Standing Stone Brewing Company (SSBC) is proposing a 2-year lease with the City for the site known as the "Imperatrice Property", a 265-acre portion thereof. SSBC intends to develop and operate a sustainable farm operation (closed loop farm system) to help support its restaurant and brewery; specifically livestock, beginning with chickens. To lease the subject property, SSBC proposes to pay an annual rental fee of $1.0o and pay the annual fees listed in the NFP for Project 20o9-i2, a grand total of $10,917 In addition, the Standing Stone Brewing Company proposes a beneficial use of the Imperatrice Property as follows: • Utilize sustainability practices to operate a farm for the local production of food for the Standing Stone Brewing Company. SSBC Proposal for Beneficial Use of Imperatrice Property- Project 2009.12 Page 5 of 6 • Create a benefit to the public by reducing vehicle miles traveled via local production of food. • Create opportunities to educate the public about the sustainable farm practice. • 'Maintain the natural appearance of the subject property. • Support the City's discharge of treated effluent from the City's wastewater treatment facility as is necessary. • Comply with the City's standards for environmental stewardship relating to air quality, noise pollution, drainage and wildlife preservation. • Comply with all applicable regulations of both Jackson County and State of Oregon and obtain all requisite permits from agencies. • Indemnify the City within the lease agreement provisions and provide general liability insurance naming City of Ashland, Its elected officials, officers and employees as additional insured on the policy. Submitted.by X_ Date. 6 • Z i - I U ALEX AMAROTICO, President, Standing Stone Brewing Company Cell: 1.541.840.8494 Email: ale;:foleaanding,tunc~rcwbiti.tom Consultant: George Rubaloff, Email: ,g.n~baloff n gm;iilcrnn Cell: 541.890.3273 ATTACHMENTS (not counted in the 6-page limit for proposal): t. Addendum No. I(Prolect k 2009-12) Issued on June 10, 2010 2. Addendum No. 2 (Project A 2009-12) Issued on June 16, 2010 3. Copy of Proposal Registration Form received by City of Ashland on June 8, 2oto 4. Busines's Plan entitled Operati0ns,21amfor-the SSBS Closed I Q0p Farm System, dated May 20, 2010 SSBC Proposal for Beneficial use of Imperatrice Property - Project 2009.12 Page 6 of 6 EXHIBIT C This Exhibit details Section 10.6 Lessee Specific Obligations of the IMPERATRICE RANCH Ground Lease Agreement for Ranching and Sustainable Farming. 1) Lessee's Specific Obligations. Lessee shall have the specific obligations: a) Lessee will erect any and all fences required under the Lease and will thereafter keep and maintain all fences upon the Property in as good order, condition, and repair as they exist at the beginning of the Lease term, allowing for any reasonable deterioration from the elements or damage by natural causes. i) Lessee will act with City to install fencing in a manner mutually agreeable to both parties that separates or divides the Property in a manner that protects canals and irrigation facilities from encroachment and damage by Lessee's livestock. Such canals and irrigation facilities shall include the Hamby Spring, the TID canal and the unnamed seasonal creek along the east boundary of Lot 38 1 E 33-200. b) Lessee will control and direct all irrigation water overflow so that no waters shall be directed onto adjacent properties or right-of-ways except at appropriate and approved facilities constructed for such purpose. c) Lessee will irrigate the Property using water supplied by the TID and, when reasonably available, will accommodate the use of City wastewater effluent for any all approved irrigation use. ADDENDUM I The following language supports and is made a part of the Agreement (the "Lease") entered into between the CITY OF ASHLAND, OREGON, (City) and Standing Stone Brewing Co., (Lessee). INSURANCE. A. REQUIRED INSURANCE. Notwithstanding what is otherwise provided in the Lease, Lessee shall obtain at Lessee's expense the insurance specified in this Addendum prior to performing under this Lease and shall maintain it in full force and at its own expense throughout the duration of this Lease. Lessee shall add City as an additional insured on all policies and Lessee shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in State and that are acceptable to City. 1. WORKERS COMPENSATION. All employers, including Lessee, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Lessee shall require and ensure that each of its subcontractors complies with these requirements. 2. COMMERCIAL FARM LIABILITY. a. Commercial General Liability. Commercial General Liability Insurance covering bodily injury, death and property damage in a form and with coverages that are satisfactory to the City. This insurance shall include personal injury liability, products coverage, pollution coverage if storage containers on Property, and pesticide/herbicide contamination or overspray. Coverage shall be written on an occurrence basis. Lessee shall provide proof of insurance of not less than the following amounts as determined by the City: Bodily Injury/Death: $1,000,000.00 Per occurrence limit for any single claimant; and $5,000,000.00 Per occurrence limit for any number of claimants: AND b. Property Damage: $1 million Per occurrence limit for any single claimant; and $5 million Per occurrence limit for any number of claimants. AND c. Umbrella Policy $5 million 3. AUTOMOBILE LIABILITY INSURANCE: a. Automobile Liability. Automobile Liability Insurance covering all owned, non- owned, or hired vehicles. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for "Commercial General Liability" and "Automobile Liability"). Lessee shall provide proof of insurance of not less than the following amounts as determined by the City: Bodily Injury/Death: $1 million Per occurrence limit for any single claimant; and $5 million Per occurrence limit for any number of claimants B. NOTICE OF CANCELLATION OR CHANGE. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non- renewal of insurance coverage(s) without sixty (60) days' written notice from this Lessee or its insurer(s) to City. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Lease and shall be grounds for immediate termination of this Lease by City. C. CERTIFICATE(S) OF INSURANCE. Lessee shall provide to City Certificate(s) of Insurance for all required insurance before performing any activities on the Property related to this Lease. The Certificate(s) must specify all entities and individuals who are endorsed on the policy as Additional Insured (or Loss Payees). Lessee shall pay for all deductibles, self-insured retention and self-insurance, if any. ADDENDUM 1 The following language supports and is made a part of the Agreement (the "Lease") entered into between the CITY OF ASHLAND, OREGON, (City) and Standing Stone Brewing Co., (Lessee). INSURANCE. A. REQUIRED INSURANCE. Notwithstanding what is otherwise provided in the Lease, Lessee shall obtain at Lessee's expense the insurance specified in this Addendum prior to performing under this Lease and shall maintain it in full force and at its own expense throughout the duration of this Lease. Lessee shall add City as an additional insured on all policies and Lessee shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in State and that are acceptable to City. 1. WORKERS COMPENSATION. All employers, including Lessee, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Lessee shall require and ensure that each of its subcontractors complies with these requirements. 2. COMMERCIAL FARM LIABILITY. a. Commercial General Liability. Commercial General Liability Insurance covering bodily injury, death and property damage in a form and with coverages that are satisfactory to the City. This insurance shall include personal injury liability, products coverage, pollution coverage if storage containers on Property, and pesticide/herbicide contamination or overspray. Coverage shall be written on an occurrence basis. Lessee shall provide proof of insurance of not less than the following amounts as determined by the City: Bodily Injury/Death: $1,000,000.00 Per occurrence limit for any single claimant; and $5,000,000.00 Per occurrence limit for any number of claimants: AND b. Property Damage: $1 million. Per occurrence limit for any single claimant; and $5 million Per occurrence limit for any number of claimants. AND c. Umbrella Policy $5 million 3. AUTOMOBILE LIABILITY INSURANCE: a. Automobile Liability. Automobile Liability Insurance covering all owned, non- owned, or hired vehicles. This coverage may be written in combination with the . Commercial General Liability Insurance (with separate limits for "Commercial General Liability" and "Automobile Liability"). Lessee shall provide proof of insurance of not less than the following amounts as determined by the City: Bodily Injury/Death: $1 million Per occurrence limit for any single claimant; and $5 million Per occurrence limit for any number of claimants B. NOTICE OF CANCELLATION OR CHANGE. There shall be no cancellation, material change, potential exhaustion of aggregate limits or non- renewal of insurance coverage(s) without sixty (60) days' written notice from this Lessee or its insurer(s) to City. Any failure to comply with the reporting provisions of this clause shall constitute a material breach of Lease and shall be grounds for immediate termination of this Lease by City. C. CERTIFICATE(S) OF INSURANCE. Lessee shall provide to City Certificate(s) of Insurance for all required insurance before performing any activities on the Property related to this Lease. The Certificate(s) must specify all entities and individuals who are endorsed on the policy as Additional Insured (or Loss Payees). Lessee shall pay for all deductibles, self-insured retention and self-insurance, if any. REG EI ED - JUN 26 201;s, Pity of Ashland RREWIN ]IY CJune 00.201,9*, Michael Faught Public Works Dii ector ` City of Ashland . .'20 East'Mani Street Ashlard, OR 97520.. - t Dear Mike 1 would like this letter to sere as tgritten notice that Standuig Stone Brewing Cq ivoidd hke to renew Our current :two-year lease ofthe Imperatrice Property'for another `term. - Please advase&if-you Nvoulii like to'discuss any par t of the leasi.,furthcr'oflierwise u•e will assurne-the conditions of the original lease on Octohel :1',; ZOt3 through Septeinlier. 50, 201 Sincerely, AI , maroti Standing Stone Iii ewmg Co - 10'1 OAK STREET AS HLAN D~,O R\- PH O. N'Ee 541%482.244a I FAX: 541.48i 9459 1 ' ~STAN DI NGSTO.N EB REWING.COM