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Syngenta Flowers - Cobblestone Court (3)11111iil fil 111 VI I N 1�11 a Ali I w-V I ffi I U I I LIV91 WAI so I DIM ZA DM) tA 1 101 I MI U1 I a m City of Gilr ©y 7351 Rosanna Street Gilroy, CA 95020 Attention: Shawna Freels — City Clerk APN: 810-21-011 Ref: Cobblestone Court - Syngenta Regina Alcomendras Santa Clara Countx - Clerk-Recorder 06/13/2018 10:20 i M CONFORMED COPY Copy of document recorded. Has not been compared with original. Space above this line for Recorder's use Location: - City of Gilroy Recording Fee $--!Lone (pursuant to Government Code Section 27383) Document Transfer Tax $ None [ ] This is a conveyance where the consideration and Value is less than $ 100.00 (R&T 11911). [ ] Computed on Full Value of Property Conveyed, or Computed on Full Value Less Liens & Encumbrances Remaining at Time of Sale Signature of declarant or agent determining tax EASEMENT AND COVENANT AGREEMENT This Easement and Covenant Agreement ("Agreement") is entered into as of this 441 day 18 of Mov 20 by the City of Gilroy, a California municipal corporation —("City")-, and SYNGE14TA FLOWERS, LLC, a Delaware limited liability company ("Grantee"). RECITALS A. City is the fee owner of certain real property located in the City of Gilroy, County of Santa Clara, State of California, more particularly described in Exhibit A attached hereto (the "City Parcel"). B. Grantee, which was formerly known as Syngenta Flowers, Inc., a Florida corporation, is the fee owner of certain real property located in the City of Gilroy, County of Santa Clara, State of California, more particularly described in Exhibit B attached hereto (the "Syngenta Parcel"). The Syngenta Parcel is adjacent to the City Parcel. C. The land use designation for the Syngenta Parcel is Hecker Pass Agriculture, as shown on Figure 3-1 (Land Use Diagram) of the Hecker Pass Specific Plan adopted by the City on January 18, 2005, as amended (the "HPSP"). Grantee's use of the Syngenta Parcel is limited to the applicable uses listed in Table 3-2 (Agriculture Use Table) of the HPSP ("Permitted Agricultural Uses"). D. Access from Hecker Pass Highway to the Syngenta Parcel was historically provided by a dirt access roadway. Recently, that dirt roadway was replaced by an asphalt roadway located such that approximately half of the width is on the Syngenta Parcel and approximately half of the 4843-2413-2703A SSCORDELISA04706083 width is on the City Parcel. Such roadway is utilized by the City for emergency vehicle access (the "EVA Roadway"). E. In order to provide Grantee with access from Hecker Pass Highway to the same extent that Grantee was able to use its dirt roadway prior to the construction of the EVA Roadway, City desires to grant Grantee, and Grantee desires to obtain, an easement over the portion of the EVA Roadway located on the City Parcel, subject to the terms and conditions set forth below. NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, City and Grantee hereby agree as follows: 1. Grant of Easement. Subject to the terms and conditions set forth in this Agreement, City hereby grants to Grantee, its tenants, subtenants and their respective agents, employees, invitees, successors and assigns, a non-exclusive easement for vehicular and pedestrian ingress and egress over and across that certain portion of the City Parcel consisting of a strip of land ten (10) feet in width, which is identified as the "10' Private Access Easement" on the legal description attached hereto as Exhibit C, and which strip of land is located as shown on Exhibit D attached hereto ("Easement Area"). (a) No Impairment. Neither City nor Grantee shall do or permit any act or acts which will hinder or impair the use of the Easement Area by the other except such work as may be required from time to time for the maintenance and repair of the Easement Area or any improvements on the City Parcel or the Syngenta Parcel. (b) Use of Bollards. City may install and maintain bollards or other devices to restrict access to the EVA Roadway, in such locations as City may reasonably determine from time to time, provided that such devices shall not impair Grantee's ability to use the Syngenta Parcel for Permitted Agricultural Uses with direct access to Hecker Pass Highway. If City chooses to install locks on such devices, then City shall provide Grantee with keys or other reasonable means of unlocking such devices. (c) Change in Use. Grantee hereby agrees and acknowledges that (i) it shall use the Easement Area solely in connection with Permitted Agricultural Uses, and (ii) use of the Easement Area for any other purpose shall be subject to reasonable conditions imposed by City as a result of its traffic studies and analyses, based on similar conditions imposed on similarly situated projects. In furtherance of the foregoing, but without limiting the generality thereof, City shall have the right, but not the obligation, to impose reasonable conditions on Grantee's use of the Easement Area upon the commencement of construction and/or installation of any improvements on the Syngenta Parcel for any purposes other than Permitted Agricultural Uses. (d) Amendment of Agreement. In the event that (i) improvements are constructed and/or installed on the Syngenta Parcel (and/or Grantee uses the Easement Area for purposes other than Permitted Agricultural Uses) and (ii) City imposes reasonable conditions on Grantee's use of the Easement Area in accordance with subsection (c) above, then (z) the parties shall enter into an amendment to this Agreement which shall memorialize such reasonable conditions and record such amendment in the Official Records of Santa Clara County. 4843-2413-2703v4 -2- SSCORDELM04706083 2. Maintenance and Repairs. City shall maintain the Easement Area in good condition and repair at City's sole cost and expense; provided, however, Grantee shall be obligated to pay or reimburse City for any and all damage (other than due to ordinary wear and tear), to the extent caused by the negligence or wrongful acts of Grantee or its agents, employees or invitees. 3. Waiver of Claims; Indemnification. (a) Waiver of Claims. Grantee hereby releases and forever discharges City and its past and present agents, employees, officers, directors, shareholders, tenants, successors, and assigns (the "Released Parties"), and each of them, from any and all claims, causes of action, proceedings, losses, damages, liability, costs, and expenses (including, without limitation, any fines, penalties, judgments, and attorneys' fees and costs) for damage to property and for injuries to or death of any person (including, but not limited to, the property and employees of each party, and Grantee's tenants, guests, invitees, licensees, agents and contractors) related to the condition of, or conditions on, the Easement Area or the use of the Easement Area by any person ("Claims"). The release shall apply regardless of the cause of the Claims, except to the extent arising out of the negligence or wrongful acts of City or the other Released Parties. (b) Indemnification. Grantee shall indemnify, defend and hold harmless City and the Released Parties from and against any and all Claims sustained by City and/or the Released Parties arising out of the negligence or wrongful acts of Grantee, its tenants, subtenants or any of their respective agents, employees or invitees on or about the Easement Area; provided, however, the obligations hereunder shall not apply to any Claims to the extent arising out of the negligence or wrongful acts of City or the other Released Parties. 4. Insurance. Grantee shall maintain in full force and effect a policy or policies of commercial general liability insurance insuring Grantee against any liability arising out of the use of the Easement Area. Such insurance shall be in an amount not less than $ 1,000,000 combined single limit for injury to or death of one or more persons in an occurrence, and for damage to tangible property (including loss of use) in an occurrence; shall name City and its affiliates and lenders as additional insureds; and shall be written as primary policies, not contributing with or in excess of any coverage which City may elect to carry. Upon Grantee's execution of this Agreement, Grantee shall deliver to City a certificate of insurance evidencing the above coverage with limits not less than those specified above. 5. Notices. All notices required or permitted herein shall be made and given in writing to the parties at the respective addresses set forth below and shall be effective as of actual receipt or refusal of delivery. Should any act or notice required hereunder fall due on a weekend or holiday, the time for performance shall be extended to the next business day. Either party may change its address for the purpose of providing notice by delivering written notice to the other party which specifies the new address. 4843-2413-27030 -3- SSCORDELIS104706083 City: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Attention: City Administrator Grantee: Syngenta Flowers, LLC 2280 Hecker Pass Highway Gilroy, CA 95020 Attention: Legal 6. Successors and Assigns. The easement granted herein shall run with City Parcel and Syngenta Parcel and shall be binding upon and shall inure to the benefit of City and Grantee, and their respective successors and assigns. 7. No Waiver. Failure by either City or Grantee to enforce any provision under this Agreement shall not be deemed a waiver of any rights or remedies with respect to such breach or any future breach of the same. 8. Cumulative Remedies. All rights, options and remedies of City and Grantee under this Agreement are cumulative, and no one remedy shall be exclusive of any other remedy. City and Grantee shall have the right to pursue any one or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Agreement. 9. Attorneys' Fees. If either City or Grantee shall bring any judicial action or legal proceeding against the other in connection with the breach or enforcement of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the judgment, its reasonable attorneys' fees and costs of suit. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of California. 11. Severability. Invalidation of all or a portion of any provision of this Agreement by judgment or court order shall in no way affect the remaining portion of such provision or any other provision which, to the extent possible, shall remain in full force and effect. 12. Recitals. The Recitals set forth above are true and correct, and are incorporated into the body of this Agreement as though set forth herein. 13. Amendment. This Agreement shall not be amended except by written agreement executed by City and Grantee. [Signatures Appear on Following Page] 4843 - 2413- 2703v4 SSCORDELIS104706083 IN WITNESS WHEREOF, City and Grantee have executed this Agreement as of the date first set forth above. 1011 CITY OF GILROY, a municipal corporation of the State of California By: alxj Rio(- ATTEST: Ii By: oiia�, Ito freets M, ne(Ic APPROVED AS TO FORM: By: N01-0,0 L - faW,(- GRANTEE: SYNGENTA FLOWERS, LLC, a Delaware limited liabi r company By: uc"., Name: �s- Its: — I L-C-C- M 4843-2413-2703V4 SSCORDELIS104706083 G► All that real property situated in the City of Gilroy, County of Santa Clara, State of California, being all of "Parcel A" as shown on the map entitled "Tract 10315, Heartland Estates - North ", filed May 23, 2016, in Book 892 of Maps, at Pages 37 through 42, Records of Santa Clara County, California. Page Z of 1 [Legal Description of Syngenta Parcel] Parcel I as shown on that certain Parcel Map filed for record on April 18, 2014 in Book 871 of Maps, at pages 17-20, Official Records, Santa Clara County, California. "EX61BIT C" LEGAL DESCRIPTION F-A-1112-4 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, being a portion of "Parcel A" as shown on the map entitled "Tract 10315, Heartland Estates-North", filed May 23, 2016, in Book 892 of Maps, at Pages 37 through 42, Records of Santa Clara County, California, being more particularly described as follows: Beginning at the northwest corner of said "Parcel A"; thence along the north line of said "Parcel A", N80'52'1 WE, a distance of 10.13 feet, to a point on a line 10 feet easterly of, and parallel with, the west line of said "Parcel A"; thence along said parallel line, S00 '06'38"W, a distance of 134.35 feet to the north line of Cinnamon Way, as shown on said map, and the beginning of a non-tangent curve to the left, of which the radius point lies S16'00'41"W, a radial distance of 36.50 feet; thence along said north line, westerly along said curve, through a central angle of 15054'03", a distance of 10.13 feet to the west line of said "Parcel A"; thence along said west line, N0000638"E, a distance of 131.33 feet to the Point of Beginning. Containing 1,326 square feet, more or less. As shown on the plat, attached hereto and made a part hereof. xzl* � - This description was prepared by me or under my direction pursuant to the requirements of the Professional Land Surveyor's Act. &> ly /az /Z e>/ V Bryan Pierce, PLS 8859 Date Expires: 12/31/2019 Page 1 of 1 N%D 0- CC Bar-,, 0- 0o. g6 or- LEGEND - -- BOUNDARY LINE EXISTING LOT LINE — — — — — — — NEW EASEMENT LINE SURV POB POINT OF BEGINNING ��1� �YQ� (R) RADIAL BEARING o nA<, CIO Z w �Ity g'� LL OC .. 01 © bhT Gv \ \STATE a 1 PARCEL A TRACT 10315 U (892 -M -37) N16'00'41 "E R 0_1 w IR NOO'06'38 "E 134.35' — rJ� a oa Us 10' PRIVATE ACCESS EASEMENT — z r cn � - -- 1,326 z POB NOO'06'38 "E 131.33'(R) - -- - -- PARCEL I t 37 I -M -17I ! i •• •i SCALE IN FEET: 1 "= 30' LINE TABLE LINE BEARING DIST L1 N80'52'10 "E 10.13' CURVE TABLE CURVE LENGTH RADIUS DELTA Cl 10.13' 36.50' 15'54'03" "EXHIBIT D" SHEET 1 OF 1 PLAT TO ACCOMPANY DESCRIPTION FOR A PRIVATE ACCESS EASEMENT +� BEING A PORTION OF "PARCEL A" AS SHOWN ON RUGGERI- JENSEN -AZAR THE MAP ENTITLED "TRACT 10315, HEARTLAND ENGINEERS • PLANNERS • SURVEYORS 8055 CAWN10 A.P,ROYO OLRrOY< CA 55020 ESTATES - NORTH ", FILED MAY 23, 2016, IN BOOK PHONE; {40;1 84s -0300 FAX: r,4081 843 -4,102 892 OF MAPS, AT PAGES 37 THROUGH 42, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA SCALE: DATE: JOB NO.: GILROY, CALIFORNIA 1 "= 30' 04/02/2018 994001 -31001 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGEMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF SQA—A (A1,1VX )ss. On 2018, before m C6? rr Notary Public, personally appeared V6(1-ePjh—V1e— ,who proved tome on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. hand and official seal. Et MMM F CARIA-1 UVfl,4dM COM"Ift # 2121695 E Notary Public - California Zz Signat l'i of Notary Public Santa Clam Countv :1! CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of -% (),+a Llav-a on ItArle, '71 2018 before me, CA I)J (_0 1�o-har�r -d Date Here Insert Name and Title of the facer cer personally appeared G a k b e l tA , G o n - z_ake z- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(!] whose name(4 is/4W subscribed to the within instrument and acknowledged to me that he/ /they executed the same in his/Uer/tWir authorized capacity*), and that by his/tt6ftet signature(s)' on the instrument the person(s), or the entity upon behalf of which the person94 acted, executed the instrument. =SAINIM 42. IN' k4 Commission # 2 Z Notary Public - California zZ Z > Z 4P Santa Clara County My Comm. Expires Nov 11, 2018 - - - - - - - - - - - Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature— e , 7za-v ,, Signature of Notary Public I OPTIONAL Though this section is optional, completing this information can deter alteration of the document or . fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: WO (nyewAi kQlAocument Date: A6ky 2010o Number of Pages: — Signer(s) Other Than Named Above: I Capacity(ies) Claimed by Sligner(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other:' Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: "02014 National Notary Associati n - www.NationalNotary.org - 1-800-US NOTARY (1-800-,876-6827) Item #5907