HomeMy WebLinkAboutStaff Report 4.C 03/07/2016DATE: March 7, 2016
Agenda Item #4.0
TO: Honorable Mayor and Members of the City Council through City Manager
FROM: Dan St. John, F.ASCE — Director, Public Works and Utilities
Larry Zimmer, P.E. — Deputy Director
SUBJECT: Introduction (First Reading) of an Ordinance Approving a Conservation Easement
and a Recreation Conservation Covenant with the Sonoma County Agricultural
Preservation and Open Space District Conveying a Conservation Easement
Regarding a Portion of Real Property Commonly Known as East Washington
Park (APN 139-070-031)
RECOMMENDATION
It is recommended that the City Council introduce the attached Ordinance Approving a
Conservation Easement and a Recreation Conservation Covenant with the Sonoma County
Agricultural Preservation and Open Space District Conveying a Conservation Easement
Regarding a Portion of Real Property Commonly Known as East Washington Park (APN 139-
070-031.)
BACKGROUND
The Sonoma County Agricultural Preservation and Open Space District (SCAPOSD) manages
and funds a Matching Grants Program, which provides 50% match for land acquisition,
restoration and improvements for urban open space projects and recreation projects within or
near incorporated areas. On April 16, 2007, the City Council authorized the City Manager to
submit an application for funding to develop the Petaluma Community Sports Fields, formerly
known as East Washington Park, and to execute a grant agreement with SCAPOSD if awarded.
The SCAPOSD awarded $2,000,000 to the City in matching grant funds for the park and design
and environmental review began in early 2008. On October 18, 2010, the City Council adopted a
Mitigated Negative Declaration and Mitigation Monitoring and Reporting Plan pursuant to the
California Environmental Quality Act (CEQA) and approved the design for East Washington
Park Phase 1.
The City could not execute the SCAPOSD's funding agreement until enough local funds were
identified for construction. On May 5, 2014, the City Council awarded a construction contract
for the East Washington Park Phase 1 project and on July 20, 2015, the City Council accepted
completion of construction including three lighted playing fields along with pedestrian,
driveway, parking and utility improvements. At the time of grant application and development of
the grant agreement and conservation easement, the site was commonly referred to a& East
Washington Park. On June 15, 2015, the City Council adopted a resolution naming the new
facility, Petaluma Community Sports Fields.
The proposed action meets Council Goal: "Plan for and implement priority capital projects as
funding permits."
DISCUSSION
As a condition of the grant agreement with SCAPOSD, the City must convey a conservation
easement to SCAPOSD and create a recreation conservation covenant ensuring the portion of the
park that has already been developed is available to the public in perpetuity for outdoor
recreation as identified in the East Washington Park Master Concept Plan. The Conservation
Easement will cover that portion of the park property that has already been developed consisting
of approximately 10.68 acres as depicted in the easement map attached to this staff report as
Attachment 3. The portion of the park property subject to the easement includes
environmentally sensitive soils and vegetation. The easement allows for full build out of the park
as envisioned in the Master Concept Plan, and preserves and protects conservation elements of
the portion of the park property subject to the easement. For a period of at least 25 years the
Recreation Conservation Covenant will ensure that the improvements made in Phase 1 will be
continuously used, maintained and operated by the City and its successors as a public park and
urban open space preserve, and that it will be available for outdoor recreation uses in a manner
consistent with the Conservation Easement.
FINANCIAL IMPACTS
Approval of the easement and covenant will allow the grant funding agreement to be executed at
which time the City will receive $2,000,000 that can partially reimburse the $6,494,853 spent on
the completion of Phase 1. The expense of developing the subject ordinance, easement, and
covenant is funded out of the existing CIP budget.
ATTACHMENTS
1. Ordinance Approving Conservation Easement and Recreation Conservation Covenant
Exhibit A — Conservation Easement
Exhibit B — Recreation Conservation Covenant
2. Draft Matching Grant Agreement
3. Easement Map
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ORDINANCE NO. N.C.S.
EFFECTIVE DATE
OF ORDINANCE
Attachment 1
Introduced by Seconded by
AN ORDINANCE APPROVING A CONSERVATION EASEMENT AND A
RECREATION CONSERVATION COVENANT WITH THE SONOMA COUNTY
AGRICULTURAL PRESERVATION AND OPEN SPACE DISTRICT CONVEYING A
CONSERVATION EASEMENT REGARDING A PORTION OF REAL PROPERTY
COMMONLY KNOWN AS EAST WASHINGTON PARK (APN 139-070-031)
WHEREAS, Section 46 of the City Charter of the City Petaluma requires that actions for the
acquisition, sale, or lease of real property be taken by Ordinance; and
WHEREAS, on April 16, 2007, the City Council authorized the City Manager to submit an
application to the Competitive Matching Grant Program (Program) of the Sonoma County
Agricultural Preservation and Open Space District (District) for development of East
Washington Park now known as Petaluma Community Sports Fields: APN 139-070-031) and if
awarded funding to negotiate, accept a grant and to execute a grant agreement; and
WHEREAS, the City was notified by the District that Program funding in the amount of
$2,000,000 was approved by the District Board of Directors for recreational improvements of the
Property; and
WHEREAS, the City began design and environmental review of the park in 2008; and
WHEREAS, on October 18, 2010, the City Council adopted a Mitigated Negative Declaration
and Mitigation Monitoring and Reporting Plan for the East Washington Park Project pursuant to
the California Environmental Quality Act (CEQA) and approved plans and specifications for
East Washington Park Phase 1; and
WHEREAS, on May 5, 2014, the City Council awarded a construction contract for the East
Washington Park Phase 1 project; and
WHEREAS, on July 20, 2015, the City Council accepted completion of construction that
included the construction of three lighted playing fields along with roadway, walkway, driveway,
parking and utility improvements; and
WHEREAS, the park is consistent with the City of Petaluma's 2025 General Plan Update and is
specifically identified as a priority project. Development of the park is also consistent with
several of the General Plan's policies and programs; and
WHEREAS, a condition of the District's Program funding is a requirement to convey to the
District a Conservation Easement over the Property and to assign to the District redevelopment
rights over the Property as well as execute a recreation conservation covenant ensuring the park
is available to the public in perpetuity for outdoor recreation as planned in the East Washington
Park Master Concept Plan; and
WHEREAS, the City has negotiated the terms of a Matching Grant Funds Agreement, a
Conservation Easement and Recreation Conservation Covenant between the City of Petaluma
and the Sonoma County Agricultural Preservation and Open Space District Conveying a
Conservation Easement and Assigning Development Rights (Conservation Easement) of 10.68
acres on a portion of real property commonly known As East Washington Park (APN 139-070-
031).
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF
PETALUMA AS FOLLOWS:
Section 1: The City Council approves the execution of the Conservation Easement and
Recreation Conservation Covenant between the City of Petaluma and the Sonoma County
Agricultural Preservation and Open Space District Conveying a Conservation Easement and
Assigning Development Rights.
Section 2: The City Manager is authorized and directed to execute the documents reasonably
necessary to complete the transfer of the Conservation Easement.
Section 3: If any section, subsection, sentence, clause, phrase or work of this Ordinance is
for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent
jurisdiction or preempted by State legislation, such decision or legislation shall not affect the
validity of the remaining portions of this Ordinance. The City Council of the City of Petaluma
hereby declares that it would have passed and adopted this Ordinance and each and all provisions
thereof irrespective of the fact that any one or more of said provisions be declared
unconstitutional, unlawful other otherwise invalid.
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Section 4: This Ordinance shall become effective thirty (30) days after the date of its
adoption by the Petaluma City Council.
Section 5: The City Clerk is hereby directed to publish or post this Ordinance or a synopsis
for the period and in the manner provided by the City Charter and any other applicable law.
Exhibit A to Resolution
RECORDING REQUESTED BY AND RETURN TO:
Cleric of the Board of Directors
Sonoma County Agricultural
Preservation and Open Space District
575 Administration Drive, Room 102A
Santa Rosa, CA 95403
DEED AND AGREEMENT
BY AND BETWEEN
THE CITY OF PETALUMA
AND
THE SONOMA COUNTY AGRICULTURAL PRESERVATION
AND OPEN SPACE DISTRICT
CONVEYING A CONSERVATION EASEMENT
AND
ASSIGNING DEVELOPMENT RIGHTS
The City of Petaluma, a municipal corporation and charter city ("GRANTOR"), and the Sonoma
County Agricultural Preservation and Open Space District, a public agency formed pursuant to
the provisions of Public Resources Code sections 5500 et seq. ("DISTRICT"), agree as follows:
RECITALS
A. GRANTOR is the owner in fee simple of that certain real property, commonly referred to
as a portion of Sonoma County Assessor Parcel No. 136-070-031, located in the incorporated
limits of the City of Petaluma, Sonoma County (the "Parcel").
B. In 1990 the voters of Sonoma County approved the creation of DISTRICT and the
imposition of a transactions and use tax by the Sonoma County Open Space Authority ("the
Authority"). The purpose for the creation of DISTRICT and the imposition of the tax by the
Authority was to provide for the preservation of agriculture and open space through the
acquisition of interests in appropriate properties from willing sellers. The DISTRICT was
created and the tax imposed in order to further the state policy for the preservation of agricultural
and open space lands, to meet the mandatory requirements imposed on the County and each of
its cities by Government Code sections 65560 et seq., and to advance the implementation of the
open space elements of their respective general plans. In order to accomplish those purposes,
DISTRICT and the Authority entered into a contract whereby, in consideration of the Authority's
financing of DISTRICT's acquisitions, DISTRICT agreed to and did adopt an acquisition
program that was in conformance with the Authority's voter approved Expenditure Plan. hl
2006, the voters of Sonoma County approved an extension of the transaction and use tax, a
transfer of the taxing authority to the County of Sonoma, and an update of the Expenditure Plan.
The DISTRICT's acquisition program remains in full compliance with that updated voter -
approved Expenditure Plan.
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C. GRANTOR submitted an application under the District's 2007 Matching Grant Program
("Program") cycle for funding toward the construction of public outdoor recreational structures
and improvements on the Parcel that would result in the creation of East Washington Park (the
"Project"). The District recommended funding and inclusion of the Project into the Program,
and this recommendation was accepted by the Sonoma County Citizens Advisory Committee on
June 28, 2007.
D. On [Date], GRANTOR'S City Council adopted Ordinance No. , which determined,
that GRANTOR's development of the Parcel for purposes of a public park is consistent with the
City of Petaluma's 2025 General Plan Update ("General Plan"). An Active Community park on
the Property is specifically identified as a priority within the General Plan. Development of the
park is consistent with the General Plan's policies and programs. Policy 6 -P -I under Goal 6-G-
1: Parks and Recreation, calls for the development of additional parkland and recreational
facilities in the city, particularly in areas lacking these facilities and where new growth is
proposed, to meet the standards of required park acreage. Policy 6 -P -1(C.) calls for the City to
work with local, regional, and state agencies to acquire and fund further parkland acquisition and
improvements.
E. This Easement will further the goals, objectives and policies of the DISTRICT's
Expenditure Plan and Connecting Communities and the Land, A Long -Range Acquisition Plan
("Acquisition Plan"). Specifically, this Easement furthers the Acquisition Plan's Recreation
policies, including: a) partnering with city, county, state, and federal agencies and non-profit
organizations to establish and expand parks and preserves that protect Sonoma County's unique
natural habitats, scenic areas, and other open space values of regional importance; b) expanding
recreational partnerships to acquire, develop, and manage lands for new parks, multi -use trails,
and preserves; and c) acquiring or protecting lands that promote public access in proximity to
urban communities.
F. On , 2016, the DISTRICT'S Board of Directors adopted its
Resolution No. , which found that the DISTRICT'S funding contribution toward the
development of the Parcel for purposes of a public park is consistent with the DISTRICT'S
Expenditure Plan.
G. On , the DISTRICT and the GRANTOR entered into a Matching
Grant Agreement pursuant to which the DISTRICT has agreed to provide funding to the
GRANTOR under certain conditions, including the retention of a conservation easement and
recreation conservation covenant by the DISTRICT.
H. Concurrently with the execution of this Easement, the DISTRICT and GRANTOR will
enter into a Recreation C.onservation Covenant to assure that a portion of the Parcel, more
particularly and legally described in Exhibit A, attached hereto and incorporated herein by this
reference ("the Property") will be available to the public in perpetuity for outdoor recreation.
I. DISTRICT has the authority to acquire conservation easements by virtue of Public
Resources Code section 5540 and possesses the ability and intent to enforce the terms of this
Easement.
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THEREFORE, in consideration of the foregoing recitations and of the mutual covenants, terms,
conditions, and restrictions herein set forth and other valuable consideration receipt of which is
hereby acknowledged, GRANTOR and DISTRICT agree as follows:
EASEMENT
PART ONE: GRANT OF EASEMENT
1. Grant and Acceptance of Conservation Easement and Assignment of Development
Rights. Pursuant to the common and statutory law of the State of California including the
provisions of Civil Code sections 815 through 816, inclusive, GRANTOR hereby grants to
DISTRICT and DISTRICT accepts a conservation easement in the Property in perpetuity under
the terms and conditions set forth herein ("the Easement"). GRANTOR hereby irrevocably
assigns to DISTRICT all development rights associated with the Property, except those rights
which are specifically reserved by GRANTOR through this Easement.
2. Conservation Values. The Property consists of 10.68 acres located at the eastern edge
of Petaluma's city limits, on the south side of East Washington Street near Old Adobe Road.
Critical resources on the Property (collectively "the Conservation Values"), include urban open
space and recreation values. These Conservation Values include, but are not limited to the
following:
2.1 Urban Open Space Resources. The Property provides vital open space and
parkland within the City of Petaluma's urban separator and greenbelt, near dense urban
residential development, and on the edge of the City's urban growth boundary.
2.2 Recreational Resources. The Property, upon completion of the multi -phase park,
development, will provide opportunities for active and passive public outdoor recreation,
including athletic fields, trails, and community areas for picnics and gatherings ("Project"). Such
recreational use will help meet the need for additional parkland for youth and community sports
activities for area residents identified by the City. The Property also provides the opportunity to
complete a segment of the City's pedestrian and bicycle urban separator trail, which connects
multiple neighborhoods and destinations throughout the community to the City's multi -use creel,
trails as well as regional trails that extend beyond the City's borders.
3. Conservation Purpose. It is the purpose of this Easement to preserve and protect
forever the Conservation Values of the Property, as described in Section 2. This purpose shall
hereinafter be referred to as "the Conservation Purpose of this Easement." GRANTOR and
DISTRICT intend that this Easement will confine the use of the Property to activities that are
consistent with the Conservation Propose of this Easement and will prohibit and prevent any use
of the Property that will materially impair or interfere with the Conservation Values of the
Property. GRANTOR and DISTRICT intend that all Conservation Values of the Property will
be fully preserved and protected in perpetuity. In the event, however, that the preservation and
protection of one Conservation Value becomes irreconcilably inconsistent with the preservation
and protection of another Conservation Value, the following priorities shall be followed: first
priority shall be given to preservation and protection of urban open space resources, then to
recreational resources, then to natural resource protection.
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PART TWO: RESERVED AND RESTRICTED RIGHTS
4. Affirmative Rights of DISTRICT. DISTRICT shall have the following affirmative
rights under this Easement:
4.1 Protecting Conservation Values. DISTRICT shall have the right to preserve,
protect and document in perpetuity the Conservation Values of the Property.
4.2 Property Inspections. DISTRICT shall have the right to enter upon the Property
and to inspect, observe, and study the Property for the purposes of (i) identifying the current
activities and uses thereon and the condition thereof, (ii) monitoring the activities and uses
thereon to determine whether they are consistent with the terms, conditions and Conservation
Purpose of this Easement, (iii) enforcing the terms, conditions and Conservation Purpose of this
Easement, and (iv) exercising its other rights under this Easement. Such entry shall be permitted
at least once a year at reasonable times, upon one week's prior notice to GRANTOR, and shall
be made in a manner that will not unreasonably interfere with GRANTOR's use of the Property
pursuant to the terms and conditions of this Easement. Each entry shall be for only so long a
duration as is reasonably necessary to achieve the purposes of this Section 4.2, but shall not
necessarily be limited to a single physical entry during a single twenty-four hour period.
Notwithstanding the foregoing, should DISTRICT's General Manager have a reasonable belief
that GRANTOR is in breach of this Easement, DISTRICT shall have the right at any time, upon
twenty-four hours' prior notice to GRANTOR, to enter upon the Property for the purpose of
determining whether such breach has occurred. The rights of entry provided by this Section 4.2
shall extend to the officers, employees, agents, consultants, and volunteers of DISTRICT.
4.3 Enforcement. DISTRICT shall have the right to enforce the rights herein granted
and to prevent or stop, by any legal means, any activity or use on the Property that is inconsistent
with the terms, conditions, or Conservation Purpose of this Easement and to require restoration
Of such areas or features as may be damaged by such activities or uses.
4.4 Approval of Certain Uses. DISTRICT shall have the right to review and
approve proposed uses and activities on the Property as more specifically set forth in Section 5
and Section 6.
4.5 DISTRICT Signage. DISTRICT shall have the right to erect and maintain a sign
or other appropriate marker in a location on the Property acceptable to GRANTOR, visible from
a public road, bearing information indicating that the Property is protected by DISTRICT and
acknowledging the sources of DISTRICT funding for the acquisition of this Easement. The
wording and design of the sign or marker shall be determined by DISTRICT with consent of
GRANTOR. No such sign or marker shall exceed thirty-two (32) square feet in size nor be
artificially illuminated. DISTRICT shall be responsible for the cost of erecting and maintaining
such sign or marker.
5. GRANTOR's Reserved and Restricted Rights. GRANTOR shall confine the use of
the Property to activities and uses that are consistent with the Conservation Purpose of this
Easement. Any activity or use that is inconsistent with the Conservation Purpose of this
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Easement is prohibited. Without limiting the generality of the foregoing, the following activities
and uses are expressly reserved, restricted or prohibited as set forth below. GRANTOR and
DISTRICT acknowledge that the following list does not constitute an exhaustive recital of
consistent and inconsistent activities and uses, but rather (i) establishes specific allowed
activities and uses, (ii) establishes specific prohibited activities and uses, and (iii) provides
guidance for determining the consistency of similar activities and uses with this Easement, in
accordance with the procedures set forth in Section 6.
5.1 General Requirements for All Uses.
5.1.1 Compliance with Governmental Regulations. All activities and uses on
the Property shall be undertaken in a manner consistent with all applicable federal, state,
and local statutes, ordinances, rules, and regulations.
5.1.2 Compliance with Terms Conditions and Conservation Purpose of this
Easement. All activities and uses on the Property shall be undertaken in a manner
consistent with the terms, conditions and Conservation Purpose of this Easement.
5.1.3 Protection of Conservation Values. All activities and uses on the Property
shall be undertaken in a manner that protects and preserves the Conservation Values.
5.1.4 Protection of Soil and Water. No activity or use on the Property shall be
undertaken in a manner that results in significant soil degradation or pollution, or
significant degradation or pollution of any surface or subsurface waters.
5.1.5 Notice and Approval Procedures. Whenever in this Section 5, prior notice
to or approval by DISTRICT is required, such notice shall be given or approval shall be
obtained in accordance with Section 6 of this Easement.
5.1.6 Compliance with Adopted Master Plan. On June 4, 2007, GRANTOR's
City Council adopted the East Washington Park Site Master Plan ("Master Plan").
DISTRICT has evaluated the Master Plan and found it to be consistent with this
Easement. All uses and activities and all development necessary to implement those uses
and activities identified in the Master Plan shall be deemed to be consistent with the
Conservation Purpose of this Easement and shall be permitted on the Property without
further notice to or approval by DISTRICT required. All such uses and activities shall be
undertaken in accordance with the terms and conditions of this Easement and in
compliance with all applicable laws and regulations. Notwithstanding the foregoing,
nothing in this Subsection 5.1.6 shall be construed to authorize any physical improvement
shown in the Master Plan, including, without limitation, impermeable surfaces,
commercial uses in the concession areas, and building heights, except as expressly set
forth in Section 5.4 of this Easement. The Master Plan may be amended, revised or
updated from time to time; provided that such amendment, revision or update shall be
subject to DISTRICT's approval in accordance with Section 6.1 of this Easement.
DISTRICT's review and approval of amendments, revisions and updates to the Master
Plan shall be based on the amendment, revision or update's consistency with the terms,
conditions and Conservation Purpose of this Easement.
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5.2 Land Uses. Use of the Property is restricted solely to urban open space
protection, public recreational uses, and natural resource protection as defined in this Section 5.2.
Residential, commercial, or industrial use of or activity on the Property is prohibited except for
commercial use as reserved in Section 5.2.3.
5.2.1 Urban Open Space and Recreational Use. GRANTOR reserves the right
to make the Property available to the public for public outdoor recreation except as set
forth in Section 5.6. All public outdoor recreational uses and activities on the Property
shall be designed and undertaken in a manner compatible with the Conservation Values.
Such uses may include, but are not limited to, outdoor public recreational activities
including ball, court and field sports; bicycling; picnicking; public educational activities
including but not limited to nature study, native habitat installation or restoration,
environmental or outdoor education; educational programs such as bookmobile, art and
other City and community programs; afterschool and summer camp programs.; and other
such uses similar in nature and intensity. With prior written notice to DISTRICT,
GRANTOR may charge a nominal fee to cover costs directly associated with recreational
uses of the Property. DISTRICT reserves the right to request, and GRANTOR shall
provide, documentation of such costs and any subsequent increases to those costs.
Notwithstanding the foregoing, DISTRICT and GRANTOR agree that fees prescribed in
the City's master fee schedule do not require DISTRICT approval; however, fees charged
for special events and fees that are outside of the City's fee schedule shall require the
DISTRICT's prior written approval.
5.2.2 Natural Resource Protection Preservation Restoration and Enhancement.
GRANTOR reserves the right to protect, preserve, restore and enhance the natural
resources of the Property in accordance with sound, generally -accepted conservation
practices and the provisions of Section 5.5.
5.2.2.1 Mitigation. The Property shall be available to mitigate for impacts
due to on-site permitted uses. The Property shall not be available to mitigate for
environmental impacts of projects located off site.
5.2.3 Commercial. GRANTOR reserves the right to use the Property for the
following commercial uses:
i) Recreation. Nominal fee for permitted recreational uses in accordance
with Section 5.2.1.
ii) Leases and Rentals. Leases or rentals for recreational uses as defined in
Section 5.2.1
iii) Concessions. Food and beverage sales, bicycle rentals, and other similar
concessions provided such concessions are related and incidental to
permitted recreational uses.
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iv) Special Events and Fundraising. With prior written notice to DISTRICT,
GRANTOR may use the Property for public special events, including but
not limited to educational and recreational events, art shows, farmers
markets, music and music programs, dance, and cultural activities.
All special events shall be limited to 1,500 attendees, up to 4 times per
year, and shall not result in any permanent alteration of the Property or
have any detrimental impact on the natural resources of the Property.
V) Ancillary. Subject to DISTRICT approval, other minor recreational
commercial uses found to be consistent with Conservation Values of this
Easement.
5.3 Subdivision and Parcels. GRANTOR and DISTRICT acknowledge and agree
that the Property is now and shall always remain one legal parcel under one common ownership.
GRANTOR shall not divide the Property, whether by subdivision, conveyance, lot line
adjustment, or any other means, nor shall GRANTOR gain or seek to gain recognition, by
certificate of compliance under the Subdivision Map Act or otherwise, of additional parcels
which may have previously been created on the Property by prior patent or deed conveyances,
subdivisions, or surveys, nor shall GRANTOR place or convey any portion of the Property into
ownership separate from the whole of the Property.
5.4 Structures and Improvements. Except as authorized in a Master Plan approved
pursuant to Section 5.1.6 of this Easement, GRANTOR may repair, replace, construct, place and
maintain structures and improvements on the Property only as provided below. At no time shall
structures and improvements on the Property result in impervious surfaces on, cumulatively,
more than twenty-five percent (25%) of the Property. Without limiting the generality of the
foregoing, the parties expressly acknowledge and agree that the artificial turf currently used to
surface the fields is designed to drain and provides a semi -pervious surface that allows for water
percolation. Furthermore, no lighting structure shall exceed eighty (80) feet in height, nor shall
any other structure or improvement exceed twenty (20) feet in height except as otherwise
provided herein.
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5.4.1 Maintenance Repair or Replacement of Structures and hnprovements.
GRANTOR may maintain, repair or replace structures and improvements existing at the
date hereof or constructed subsequently pursuant to the provisions of this Easement, as
follows:
(a) If the maintenance, repair or replacement does not increase the height of
the structure or improvement, increase the land surface area it occupies or change its
location or function, no notice to or approval by DISTRICT shall be required.
(b) Any maintenance, repair or replacement that increases the height of the
structure or improvement, increases the land surface area it occupies, or changes its
location or function shall be treated as new construction and shall be subject to the
provisions of Sections 5.4.2 through 5.4.6.
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(c) Any maintenance, repair, or replacement of the field surface shall provide
for water percolation and shall not result in an increase in the cumulative impervious
surfaces on the Property without the prior written consent of the District.
5.4.2 Improvements for Recreational Uses. GRANTOR may construct or place
improvements associated with permitted outdoor recreational uses, including, but not
limited to:
(a) Benches, drinking fountains, refuse and recycling containers and other
similar minor improvements without any notice to or approval from DISTRICT.
(b) Paved or permeable trails and pathways, restrooms, lighting, public art,
play structures, ball fields and other similar improvements only with prior written
approval of DISTRICT.
5.4.3 Structures and Improvements Accessory to Permitted Uses. Subject to
prior written notice to DISTRICT, GRANTOR may place or construct accessory
structures and improvements reasonably necessary for permitted uses on the Property,
including, but not limited to, restrootns, storage sheds, greenhouses, shade structures,
player and spectator seating areas, and concession stands provided that the structures and
improvements are consistent with the Conservation Purpose of this Easement.
5.4.4 Public Parking and Access Roads. Public Parking and Access Roads shall
be included within the percentage of permitted impervious surfaces specified in Section
5_4. Subject to prior written approval of DISTRICT, GRANTOR may construct new
roads and public parking area(s) and reconstruct or expand existing roads and parking
area(s) provided that such roads and parking area(s) (i) are directly required for uses and
activities allowed herein; and (ii) are the minimum necessary for such uses and activities.
Roads and parking area(s) shall be constructed and maintained so as to minimize erosion
and sedimentation and ensure proper drainage, utilizing Best Management Practices for
roads as recommended by California Department of Fish and Wildlife or other similar or
successor entity. Roads and parking area(s) that are abandoned, permanently closed
and/or decommissioned shall be revegetated with native species, stabilized and ensured
of proper drainage.
5.4.5 Fences and Gates. GRANTOR may construct, place and erect fencing and
gates only as necessary for permitted uses of the Property. All fencing and gates must i)
preserve the scenic values of the Property; and ii) not impede wildlife movement except
in cases where necessary to protect the allowed recreational, natural resources
management, restoration or enhancement uses described in this Easement.
Notwithstanding the provisions of Section 5.4.1, in the event of destruction or
deterioration of any fences and gates, whether existing at the date hereof or constructed
subsequently in accordance with the provisions of this Easement, GRANTOR may
maintain and/or replace such fencing and gates only pursuant to the provisions of this
Section 5.4.4. In the event any fence or gate, or portion thereof, becomes obsolete or
unnecessary for the uses described in this Section 5.4.5, GRANTOR shall remove such
fencing or gate from the Property.
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5.4.6 Utilities and Energy Resources.
5.4.6.1 Subject to prior written approval of DISTRICT, GRANTOR may
expand existing or develop or construct new utilities, including but not limited to
electric power, septic or sewer, communication lines, and water storage and
delivery systems provided that such utilities are directly required for permitted
uses on the Property and are reasonably scaled to serve only those uses.
5.4.6.2 In addition, subject to prior written approval of DISTRICT,
GRANTOR may place or construct improvements for the development and
utilization of on-site renewable energy resources for on- or off-site use, including
but not limited to wind, solar and geothermal, provided that the area impacted by
such improvements does not exceed the lesser of ten percent (10%) of the
Property or 2.5acres. Such improvements also remain subject to the impervious
surface and height limitations of Section 5.4. Notwithstanding the foregoing,
GRANTOR may, without notice to or approval of DISTRICT, place or construct
solar panels on the roofs of existing structures or any future additional structures
placed on the Property pursuant to Sections 5.4.2 through 5.4.5, provided that
such solar panels do not cause the structure or improvement to exceed the height
limitations set forth in those sections.
5.4.7 Signs. GRANTOR reserves the right to construct or place signs as set
forth in this Section 5.4.7. No sign shall be artificially illuminated except one entrance
sign, and one scoreboard sign per playing field..
a) Without prior written notice to or approval of DISTRICT, GRANTOR
reserves the right to construct or place two (2) signs not to exceed 45 square feet
in size to identify the Property from public roadways.
a) Without prior written notice to or approval of DISTRICT, GRANTOR
reserves the right to construct or place foto• (4) signs not to exceed 32 square feet
in size as trailhead or interpretive signs and/or to acknowledge participation of
funding agencies for permitted uses on the Property.
b) Without prior written notice to or approval of DISTRICT, GRANTOR
reserves the right to construct or place signs less than six (6) square feet in size to
(i) mark the boundary of the Property; (ii) provide directional, interpretive and
educational information; and (iii) set forth park and/or local area rules or
regulations applicable to use of the park, provided that the size and number of
such signs shall be limited to that which is reasonably necessary to accomplish the
permitted uses herein, and further provided that such signs are sited and
constructed in a manner that does not create a significant visual impact.
d) Subject to prior written approval of DISTRICT, GRANTOR may
construct or place additional signs necessary or appropriate for allowed uses,
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14
provided that any such additional signs are sited and constructed in a manner that
does not create a significant visual impact.
5.5. Land and Resource Management. All land and resource management activities
shall be designed and implemented in accordance with sound, generally -accepted conservation
practices.
Ll
5.5.1 Surface Alteration. Alteration of the contour of the Property in any
manner whatsoever is prohibited, including, but not limited to, excavation, removal or
importation of soil, sand, gravel, rock, peat or sod, except as reasonably necessary in
connection with the uses allowed under Section 5 of this Easement. In connection with
allowed uses, movement of over 50 cubic yards of material in any calendar year is subject
to prior DISTRICT approval.
5.5.2 Water Resources. Draining, filling, dredging, diking, damming or other
alteration, development or manipulation of watercourses, subsurface water, springs,
ponds and wetlands is prohibited except as reasonably necessary in connection with (i)
the maintenance, replacement, development and expansion of water storage and delivery
systems allowed under Section 5.4.5.1, (ii) the uses allowed under Section 5.2 of this
Easement; and (iii) the preservation, restoration and enhancement of natural resources
allowed under Section 5.5.5.
5.5.3 Mineral Exploration. Exploration for, or development and extraction of,
minerals and hydrocarbons by any surface or sub -surface mining or any other method is
prohibited.
5.5.4 Fire Management. GRANTOR reserves the right to undertake vegetation
management activities for the purpose of fire control provided the techniques used
minimize harm to native wildlife and plants. Fire management methods are limited to:
(a) brush removal, mowing and limited grazing of the Property, or other methods
of similar nature and intensity, without need for notice to or approval from DISTRICT.
The requirement for notice under this Section 5.5.4 may be satisfied by the submission of
an annual fire management plan.
5.5.5 Natural Resource Preservation, Restoration and Enhancement.
GRANTOR reserves the right to undertake natural resource preservation, restoration and
enhancement activities, including, but not limited to, bank and soil stabilization, practices
to reduce erosion, enhancement of water quality, and plant and wildlife habitat, and
activities that promote biodiversity. GRANTOR may remove or control invasive, non-
native plant and animal species that threaten the Conservation Purpose of this Easement
or impede the growth of native species, provided the techniques used minimize harm to
native wildlife and plants and are in accordance with all applicable laws.
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15
5.5.6 Native Tree Removal. Harvesting, cutting, removal or destruction of any
native trees is prohibited, except as reasonably necessary (i) to control insects and
disease; (ii) to prevent personal injury and property damage; (iii) for the purpose of fire
management, in accordance with Section 5.5.4; (iv) for natural resource preservation,
restoration and enhancement as set forth in Section 5.5.5 of this Easement; and (v) with
prior written approval of DISTRICT, within the footprint of permitted trails and
pathways.
5.5.7 Native Non -tree Vegetation Removal. Removal or destruction of any
native non -tree vegetation is prohibited, except as reasonably necessary (i) within
footprint of permitted structures and improvements; (ii) to control insects and disease;
(iii) to prevent personal injury and property damage; (iv) for the purpose of fire
management, in accordance with Section 5.5.4; and (v) for natural resource preservation,
restoration and enhancement, as set forth in Section 5.5.5 of this Easement.
5.5.8 Native Animal Removal. Killing, hunting, trapping, injuring or removing
native animals is prohibited except (i) under imminent threat to human life or safety; (ii)
as reasonably necessary to complete the improvements outlined in the Master Plan, and
(iii) as reasonably necessary to promote or sustain biodiversity in accordance with
preservation, restoration and enhancement activities in connection with Section 5.5.5,
using selective control techniques consistent with the policies of the Sonoma County
Agricultural Commissioner and other governmental entities having jurisdiction.
5.5.9 Non -Native Plant and Animal Removal. GRANTOR reserves the right to
remove or control non-native plant and animal species provided that techniques used
minimize harm to native wildlife and plants and are in accordance with sound, generally -
accepted conservation practices.
5.5. 10 Off-road Motorized Vehicle Use. Use of motorized vehicles off roadways
is prohibited, except for the minimum necessary in connection with permitted
construction, maintenance, emergency access and property management activities.
5.5.11 Dumping. Dumping, releasing, burning or other disposal of wastes,
refuse, debris, non-operative motorized vehicles or hazardous substances is prohibited.
5.5.12 Outdoor Storage. Outdoor storage shall be prohibited except as provided
in this section.
(a) Materials Required For Permitted Uses. GRANTOR may store
materials and supplies required for permitted uses outdoors, provided such storage
shall be located so as to minimize visual impacts.
(b) Storage of Construction Materials. GRANTOR may store construction
and other work materials outdoors needed during construction of permitted
structures and improvements on the Property while work is in progress and for a
period not to exceed thirty (30) days after completion or abandonment of
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HM
construction. Construction shall be deemed abandoned if work ceases for a
period of 180 days.
5.6. Public Access and Recreation Conservation Covenant. GRANTOR and
DISTRICT understand and agree that the Property will be developed for and will continue to be
a public park in perpetuity and will be subject to a Recreation Conservation Covenant recorded
concurrently with this Easement. Subject to the provisions of said Recreation Conservation
Covenant, GRANTOR, however, reserves the right to exclude the public from the Property on a
temporary basis to the extent necessary for public health or safety or for preservation of the
Conservation Values of the Property. Nothing in this Easement nor the Recreation Conservation
Covenant shall be construed to preclude GRANTOR's right to grant access to third parties to the
Property consistent with the terms, conditions and Conservation Purpose of this Easement and
the Recreation Conservation Covenant. To the extent that there is a conflict between this
Easement and the Recreation Conservation Covenant, the terms and conditions under this
Easement shall prevail over any term and condition of the Recreation Conservation Covenant.
5.7. Easements. GRANTOR may continue the use of existing easements of record
granted prior to this Easement. The granting of new temporary or permanent easements, and the
modification or amendment of existing easements is prohibited without the prior written
approval of the DISTRICT. It is the duty of GRANTOR to prevent the use of the Property by
third parties that may result in the creation of prescriptive rights.
PART THREE: PROCEDURES AND REMEDIES
6. Notice and Approval Procedures. Where this Easement requires GRANTOR to
provide prior written notice to or obtain prior written approval from DISTRICT for a particular
activity, unless and until such notice is given or approval is obtained in accordance with this
Section 6, any such activity or use shall be deemed to be prohibited on the Property. GRANTOR
shall use the following procedures to provide notice to DISTRICT or to obtain DISTRICT's
approval. All notices and requests for approval shall include all information necessary to permit
DISTRICT to make an informed judgment as to the consistency of the GRANTOR's request
with the terms, conditions and Conservation Purpose of this Easement. Forms for notices and
requests for approval shall be available at DISTRICT's offices.
6.1 Approval of Master Plan. For purposes of this Easement, it is agreed that the
Master Plan is deemed to be consistent with the Conservation Purpose of this Easement.
6.1.1 Amendments, Revisions and Updates. The Master Plan may be amended,
revised or updated (collectively "Revisions") from time to time, and GRANTOR may, at its
discretion, at any time, submit Revisions to DISTRICT for its review and approval. GRANTOR
shall use the following procedure to obtain DISTRICT's approval of the Revisions. If the
Revisions propose substantial changes to the use, activities and/or management of the Property,
then the Revisions must identify (a) all major components of park use, including recreational,
resource management, and commercial; (b) the nature of each proposed use and its intended
location; (c) all proposed structures and improvements; and (d) all actions to be taken to protect
natural resources. DISTRICT's approval of the Revisions shall be based solely upon the
12 East Washington Park Conservation Easement
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17
Revisions' consistency with the terms, conditions and Conservation Purpose of this Easement.
DISTRICT shall have forty-five (45) days from the receipt of the Revisions, plus fourteen (14)
days from any subsequent or follow up submittal, to review the Revisions, and either approve the
Revisions or notify GRANTOR of any objection thereto. DISTRICT's response, whether
tentative approval or objection, shall be in writing and delivered to GRANTOR in accordance
with Section 19. If DISTRICT has any objections to the Revisions, it shall state such objections
in sufficient detail to enable GRANTOR to modify the Revisions, so as to bring it into
compliance with the terms, conditions and Conservation Purpose of this Easement.
6.1.2 California Environmental Quality Act. In connection with any
environmental review of the Revisions under the California Environmental Quality Act
("CEQA") or any successor statute then in effect, GRANTOR shall provide DISTRICT with
notification of, and opportunity to comment on any draft environmental document prepared by
GRANTOR and made public under the statute, prior to GRANTOR's adoption or certification of
that environmental document.
6.1.3 Effect of District's Approval. Upon DISTRICT's approval and
GRANTOR's adoption of the Revisions, all uses and improvements described therein and all
development reasonably necessary to implement those described uses and improvements, shall
be deemed to be consistent with the terms, conditions and Conservation Purpose of this
Easement and shall be permitted on the Property with no further notice to or approval by
DISTRICT required. All such uses, improvements and development shall at all times remain
subject to the substantive limitations of Section 5.
6.2 Uses/Activities Requiring Notice or Approval to DISTRICT. For uses and
activities not described in the Master Plan or Revisions approved by DISTRICT, the following
procedures shall be followed for giving notice or obtaining DISTRICT approval where such
notice or approval is required by this Easement. Unless and until such notice is given or
approval is obtained in accordance with this Section 6.2, any such activity or use shall be deemed
to be prohibited on the Property. In any instance in which DISTRICT approval is required,
DISTRICT's approval shall be based solely upon its reasonable determination as to whether the
activity or use is consistent with the terms, conditions and Conservation Purpose of this
Easement. DISTRICT acknowledges that, in light of the public processes required for
development of the Property for permitted uses, time is of the essence and DISTRICT's approval
shall not be unreasonably withheld or delayed.
13
6.2.1 Uses/Activities Requiring Notice to DISTRICT. For any activity or use
that requires prior written notice to DISTRICT, GRANTOR shall deliver such notice to
DISTRICT at least forty-five (45) days prior to the commencement of such activity or
use. That forty-five (45) day time period provides DISTRICT an opportunity to evaluate
whether the proposed activity or use is consistent with the terms, conditions and
Conservation Purpose of this Easement before the activity or use is begun.
6.2.2 Uses/Activities Requiring Prior Approval from DISTRICT. For any
activity or use that requires prior written approval from DISTRICT, GRANTOR shall file
a request for such approval ("GRANTOR's request") at least forty-five (45) days prior to
the intended commencement of such activity or use. DISTRICT shall have forty-five
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18
(45) days from the receipt of a complete request to review the request and to notify
GRANTOR of any objection thereto. Objection, if any, shall be based on DISTRICT's
determination that the proposed activity or use is inconsistent with the terms, conditions
or Conservation Purpose of this Easement.. If, in DISTRICT's reasonable judgment, the
proposed activity or use would not be consistent with the terms, conditions or
Conservation Purpose of this Easement DISTRICT's notice to GRANTOR shall inform
GRANTOR of the reasons for DISTRICT's objection. Only upon DISTRICT's express
written approval, given by DISTRICT's General Manager, may the proposed activity or
use be commenced, and then only in accordance with the terms and conditions of
DISTRICT's approval.
6.2.3 DISTRICT's Failure to Respond. Should DISTRICT fail to respond to
GRANTOR's request for approval within forty-five (45) days of the receipt of
GRANTOR's request, GRANTOR may, after giving DISTRICT ten (10) days written
notice by registered or certified mail, commence an action in a court of competent
jurisdiction to compel DISTRICT to respond to GRANTOR's request. In the event that
such legal action becomes necessary to compel DISTRICT to respond and GRANTOR
prevails in that action, DISTRICT shall reimburse GRANTOR for all reasonable attorney
fees incurred in that action. In the alternative, GRANTOR may commence a proceeding
in arbitration under Section 13.
6.2.4 Uses Not Expressly Addressed In the event GRANTOR desires to
commence an activity or use on the Property that is neither expressly reserved nor, ,
GRANTOR shall seek DISTRICT's prior written approval of such activity or use in
accordance with the procedure set forth in this Section 6.2. The exercise of any activity
or use not expressly reserved in Section 5 may constitute a breach of this Easement and
maybe subject to the provisions of Section 10.
7. Costs and Liabilities Related to the Property.
7.1 Operations and Maintenance of the Property. GRANTOR agrees to bear all
costs. Without limiting the foregoing, GRANTOR agrees to pay any and all real property taxes,
fees, exactions, and assessments levied or imposed by local, state or federal authorities on the
Property. GRANTOR further agrees to maintain general liability insurance or adequate self-
insurance covering acts on the Property. Except as specifically set forth in Section 8.2 below,
DISTRICT shall have no responsibility whatever for the operation of the Property, the
monitoring of hazardous conditions thereon, or the protection of GRANTOR, the public, or any
third parties from risks relating to conditions on the Property.
14
7.2 Hazardous Materials.
7.2.1 No DISTRICT Obligation or Liability. Notwithstanding any other
provision of this Easement to the contrary, the parties do not intend and this Easement
shall not be construed such that it creates in DISTRICT:
a) The obligations or liabilities of an "owner" or "operator" as those
words are defined and used in environmental laws, as defined below, including,
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but not limited to, the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (42 United States Code, sections 9601 et
seq.) ("CERCLA");
b) The obligations or liabilities of a person described in 42 United States
Code section 9607(a)(3) or any successor statute then in effect;
c) The right to investigate and remediate any hazardous materials, as
defined below, on or associated with the Property; or
d) Any control over GRANTOR's ability to investigate and remediate any
hazardous materials, as defined below, on or associated with the Property.
7.2.2 Warranty of Compliance. GRANTOR represents, warrants, and covenants
to DISTRICT that GRANTOR's use of the Property shall comply with all environmental
laws, as defined below.
7.2.3 Definitions. For the purposes of this Easement:
a) The term "hazardous materials" includes, but is not limited to, any
flammable explosives, radioactive materials, hazardous materials, hazardous
wastes, hazardous or toxic substances, or related materials defined in CERCLA,
the Hazardous Materials Transportation Act, as amended (49 United States Code
sections 1801 et seq.), the Resource Conservation and Recovery Act of 1976, as
amended (42 United States Code sections 6901 et seq.), sections 25117 and 25316
of the California Health & Safety Code, and in the regulations adopted and
publications promulgated pursuant to them, or any other federal, state, or local
environmental laws, ordinances, rules, or regulations concerning the environment,
industrial hygiene or public health or safety now in effect or enacted after the date
of this Easement.
b) The term "environmental laws" includes, but is not limited to, any
federal, state, local or administrative agency statute, regulation, rule, ordinance,
order or requirement relating to environmental conditions or hazardous materials.
8. Indemnification.
8.1 GRANTOR's Indemnity. GRANTOR shall hold harmless, indemnify, and
defend DISTRICT, its agents, employees, volunteers, successors and assigns, from and against
all damages, liabilities, claims and expenses, including reasonable attorneys' fees, arising from or
in any way connected with (i) injury to or the death of any person, or physical damage to any
property resulting from any act, omission, condition or other matter related to or occurring on or
about the Property, except to the extent that such damage, liability, claim or expense is the result
of the negligence, gross negligence, or intentional misconduct of DISTRICT; and (ii) the
obligations specified in Section 7; and (iii) any approvals given under Section 6. hn the event of
any claim, demand, or legal complaint against DISTRICT, the right to the indemnification
provided by this Section 8.1 shall not apply to any cost, expense, penalty, settlement payment, or
15
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20
judgment, including attorneys' fees, incurred prior to DISTRICT's written notice of such claim,
demand, or legal complaint to GRANTOR, unless GRANTOR has acquired knowledge of the
matter by other means, nor to any costs, expenses, or settlement payment, including attorneys'
fees, incurred subsequent to that notice unless such cost, expense, or settlement payment shall be
approved in writing by GRANTOR, which approval shall not be unreasonably withheld.
8.2 DISTRICT's Indemnity. DISTRICT shall hold harmless, indemnify, and defend
GRANTOR, its heirs, devisees, successors and assigns, from and against all damages, liabilities,
claims and expenses, including reasonable attorneys' fees, arising from or in any way connected
with injury to or the death of any person, or physical damage to any property, resulting from any
act, omission, condition, or other matter related to or occurring on or about the Property and
attributable to DISTRICT, except to the extent that such damage, liability, claim or expense is
the result of the negligence, gross negligence, or intentional misconduct of GRANTOR (it being
the intent of this provision to limit DISTRICT's indemnity to the proportionate part of
GRANTOR's damage, liability, claim or expense for which DISTRICT is responsible). In the
event of any claim, demand, or legal complaint against GRANTOR, the right to the
indemnification provided by this Section 8.2 shall not apply to any cost, expense, penalty,
settlement payment, or judgment, including attorneys' fees, incurred prior to GRANTOR's
written notice of such claim, demand, or legal complaint to DISTRICT, nor to any costs,
expenses, or settlement payment, including attorneys' fees, incurred subsequent to that notice
unless such cost, expense, or settlement payment shall be approved in writing by DISTRICT,
which approval shall not be unreasonably withheld. DISTRICT hereby also agrees to hold
harmless, indemnify and defend GRANTOR fi•om and against all damages, liabilities, claims and
expenses, including attorneys' fees, asserted against GRANTOR by any officer, agent, employee,
or volunteer of DISTRICT, for personal injury and/or property damage arising out of any
inspection or visit to the Property by any such officer, agent, employee or volunteer on behalf of
DISTRICT, except to the extent that such injury is attributable to the negligence, gross
negligence or intentional misconduct of GRANTOR.
9. Baseline Documentation for Enforcement. In order to establish the present condition
of the Property, DISTRICT has prepared a Baseline Documentation Report which will be
maintained on file with DISTRICT and which is intended to serve as an objective information
baseline for monitoring compliance with the terms of this Easement. A copy of the Baseline
Documentation Report has been reviewed and approved by GRANTOR. The parties agree that
the Baseline Documentation Report provides an accurate representation of the Property at the
time of the execution of this Easement. The Baseline Report will be supplemented through
periodic monitoring reports as the DISTRICT performs its regular monitoring of the Property,
and may be updated by DISTRICT as the park is developed.
[OR. IF BASELINE STILL TO BE DONE:],
9. Baseline Documentation for Enforcement. In order to establish the present condition
of the Property, DISTRICT will prepare a Baseline Documentation Report, which will be
maintained on file with DISTRICT and will serve as an objective information baseline for
monitoring compliance with the terms of this Easement. Before the Baseline Documentation
Report is finalized, GRANTOR shall be provided a complete copy of tile Report and shall be
given forty-five (45) days in which to inform DISTRICT of any errors in the Report. If any
errors in the Baseline Documentation Report are identified by GRANTOR and verified by
16 East Washington Park Conservation Easement
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21
DISTRICT, appropriate corrections shall be made. The parties agree that, once finalized by
DISTRICT, the Baseline Report will provide an accurate representation of the Property at the
time of the recordation of this Easement.
10. Remedies for Breach.
10.1 DISTRICT's Remedies. In the event of a violation or threatened violation by
GRANTOR of any term, condition or restriction contained in this Easement, DISTRICT may,
following notice to GRANTOR, institute a suit to enjoin and/or recover damages for such
violation and/or to require the restoration of the Property to the condition that existed prior to
such violation. The DISTRICT's notice to GRANTOR shall contain a general description of the
condition claimed by DISTRICT to be a violation and shall contain a reasonable and specific
cure period by which the violation is to cease and the Property is to be restored to the condition
that existed prior to the violation. The notice shall be provided in accordance with Section 19. If
DISTRICT reasonably determines that circumstances require immediate action to prevent or
mitigate significant damage to the Conservation Values protected by this Easement, DISTRICT
(a) may pursue any and all remedies available under law without waiting for the cure period to
expire, and (b) shall have the right, upon the giving of 24 howl' notice, to enter the Property for
the purpose of assessing damage or threat to the Conservation Values protected by this Easement
and determining the nature of curative or mitigation actions that should be taken. DISTRICT's
rights under this Section 10 shall apply equally in the event of either actual or threatened
violations of the terms of this Easement. GRANTOR agrees that DISTRICT's remedies at law
for any violation of the terms of this Easement are inadequate and that DISTRICT shall be
entitled to injunctive relief, both prohibitive and mandatory and including specific performance,
in addition to such other relief, including damages, to which DISTRICT may be entitled, without
the necessity of proving either actual damages or the inadequacy of otherwise available legal
remedies.
10.2 DISTRICT's Discretion. Enforcement of the terms of this Easement shall be at
the sole discretion of DISTRICT, and any forbearance by DISTRICT to exercise its rights under
this Easement in the event of any violation or threatened violation of any term of this Easement
shall not be deemed or construed to be a waiver by DISTRICT of such term or of any subsequent
violation or threatened violation of the same or any other term of this Easement. Any failure by
DISTRICT to act shall not be deemed a waiver or forfeiture of DISTRICT's right to enforce any
terms or conditions of this Easement in the future.
10.3 Liquidated Damages. Inasmuch as the actual damages that would result from
the loss or deprivation of the Conservation Values of the Property caused by a violation by
GRANTOR of the terms of this Easement are uncertain and would be impractical or extremely
difficult to measure, GRANTOR and DISTRICT agree that the damages allowed by Civil Code
section 815.7(c) shall be measured as follows:
17
a) For an improvement prohibited by this Easement, an amount equal to the
product of (i) the market value of the improvement, (ii) the length oftime that the
improvement exists on the Property (in terms of years or portion thereof) after notice of
violation has been given, and (iii) the then current annual interest rate for postjudgment
interest; and
East Washington Park Conservation Easement
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22
b) For an activity or change in use prohibited by this Easement, whether or not it
involves an improvement, an amount equal to any economic gain realized by GRANTOR
because of the activity or change in use; and
c) For an activity or change in use prohibited by this Easement, whether or not it
involves an improvement and where there is no measurable economic gain realized by
GRANTOR, the product of (i) the cost of restoration, as set forth in a written estimate by
a qualified person selected by DISTRICT, (ii) the length of time that the prohibited
activity or use continues (in terms of years or portion thereof) after notice of the violation
has been given, and (iii) the then current annual interest rate for post judgment interest.
10.4 GRANTOR's Compliance. If DISTRICT, in the notice to GRANTOR, demands
that GRANTOR remove an improvement, discontinue a use or both and claims the damages
allowed by Civil Code section 815.7(c), then GRANTOR may mitigate damages by fully
complying with DISTRICT's notice within the cure period provided therein. If GRANTOR so
complies, then in the event of litigation arising out of the notice, brought either by GRANTOR or
by DISTRICT, if GRANTOR prevails, then GRANTOR shall be entitled to economic damages,
if any, resulting from its compliance with DISTRICT's notice. DISTRICT shall not be entitled
to damages where DISTRICT has not claimed damages in its notice.
10.5 Remedies Nonexclusive. The remedies set forth in this Section 10 are in addition
to, and are not intended to displace, any other remedy available to either party as provided by
this Easement, Civil Code sections 815 et seq. or any other applicable local, state or federal law.
11. Acts Beyond GRANTOR's Control. Nothing contained in this Easement shall be
construed to entitle DISTRICT to bring any action against GRANTOR for any injury to or
change in the Property resulting from causes beyond GRANTOR's control, including, but not
limited to, wildfire, flood, storm, earth movement, or a tortious, negligent or criminal act of a
third party which GRANTOR could not have reasonably prevented, or from any prudent action
taken by GRANTOR under ernergency conditions to prevent, abate, or mitigate significant injury
to the Property resulting from such causes so long as such action, to the extent that GRANTOR
has control, is designed and carried out in such a way as to ftu•ther the Conservation Purpose of
this Easement.
12. Arbitration. If a dispute arises between the parties concerning the consistency of any
activity or use, or any proposed activity or use, with the terms, conditions or Conservation
Purpose of this Easement, or any other matter arising under or in connection with this Easement
or its interpretation, either party, with the written consent of the other, may refer the dispute to
arbitration by a request made in writing upon the other. Provided that GRANTOR agrees not to
proceed with any activity or use that is the subject of the dispute pending resolution of the
dispute, the parties shall select a single arbitrator to hear the matter. If the parties are unable to
agree on the selection of a single arbitrator, then each party shall name one arbitrator and the two
arbitrators thus selected shall select a third arbitrator who shall be a retired United States District
Court or California Superior Court judge; provided, however, if either party fails to select an
arbitrator within fourteen (14) days of delivery of the request for arbitration, or if the two
arbitrators fail to select a third arbitrator within fourteen (14) days after the appointment of the
18 East Washington Park Conservation Easement
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23
second arbitrator, then in each such instance, a proper court, on petition of any party, shall
appoint the second or third arbitrator or both, as the case may be, in accordance with California
Code of Civil Procedure sections 1280 et seq., or any successor statutes then in effect. The
arbitration shall be conducted in accordance with said statute, including, without limitation, the
provisions of Section 1283.05 of the Code of Civil Procedure which are incorporated into, made
a part of, and made applicable to any arbitration pursuant to this Section. The Conservation
Purpose of this Easement, the terms and conditions of this Easement, and the applicable laws of
the State of California shall be the bases for determination and resolution, and a judgment of the
arbitration award may be entered in any court having jurisdiction thereof. The prevailing party
shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and
for all its costs and expenses related to such arbitration, including, but not limited to, the fees and
expenses of the arbitrators, but excluding attorneys' fees, which sum shall be determined by the
arbitrators and any court of competent jurisdiction that may be called upon to enforce or review
the award.
13. Extinguishment and Condemnation.
13.1. Extinguishment. Subject to the requirements and limitations of California Public
Resources Code section 5540, or any successor statute then in effect, if circumstances arise in the
fixture that render the Conservation Purpose of this Easement impossible to accomplish, this
Easement can only be terminated or extinguished, whether in whole or in part, by judicial
proceedings in a court of competent jurisdiction, and the amount of the compensation to which
DISTRICT shall be entitled from any sale, exchange or involuntary conversion of all or any
portion of the Property after such termination or extinguishment, shall be determined, unless
otherwise provided by California law at the time, in accordance with Section 13.2. All proceeds
paid to DISTRICT shall be used by DISTRICT for the purpose of the preservation of agriculture
and open space within Sonoma County.
13.2 Condemnation. If all or any part of the Property is taken by exercise of the
power of eminent domain or acquired by purchase in lieu of condemnation; whether by public,
corporate, or other authority, so as to terminate this Easement in whole or in part, either
GRANTOR or DISTRICT (or both, on such conditions as they may agree) may commence
appropriate actions to recover the full value of the Property (or portion thereof) subject to the
condemnation or in -lieu purchase and all direct or incidental damages resulting therefrom. Any
expense incurred by GRANTOR or DISTRICT in any such action shall first be reimbursed out
of the recovered proceeds; the remainder of such proceeds shall be divided between GRANTOR
and DISTRICT in proportion to their interests in the Property, as established by Section 13.3.
13.3 Property Interest and Fair Market Value. This Easement constitutes a real property
interest immediately vested in DISTRICT. For the purpose of this Section 13, the parties
Stipulate that, in the event of condemnation of the Property or any portion thereof, the fair market
value of the Property for purposes of just compensation shall be determined as though this
Easement did not exist. GRANTOR and DISTRICT shall share the compensation in proportion
to their interests in the condemned Property, as agreed upon by them in writing or, in the absence
of such an agreement, as ordered by the court in the action recovering the proceeds. In the
apportionment of the proceeds from any eminent domain proceeding, an adjustment shall be
made in GRANTOR's favor for any increase in value attributable to improvements made on the
19 East Washington Park Conservation Easement
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24
Property after the date of this Easement, provided that such improvements were not made or
funded by DISTRICT and further provided that such improvements do not constitute a breach of
this Easement.
PART FOUR: MISCELLANEOUS
14. Approvals. Whenever in this Easement the consent or approval of one party is required
for an act of the other party, such consent or approval shall not be unreasonably withheld,
conditioned or delayed.
15. Interpretation and Construction. To the extent that this Easement may be uncertain or
ambiguous such that it requires interpretation or construction, then it shall be interpreted and
construed in such a way that best promotes the Conservation Purpose of this Easement.
16. Easement to Bind Successors. The Easement herein granted shall be a burden upon and
shall continue as a restrictive covenant and equitable servitude running in perpetuity with the
Property and shall bind GRANTOR, GRANTOR's heirs, personal representatives, lessees,
executors, successors, including but not limited to purchasers at tax sales, assigns, and all
persons claiming under them forever. The parties intend that this Easement shall benefit and
burden, as the case may be, their respective successors, assigns, heirs, executors, administrators,
agents, officers, employees, and all other persons claiming by or through them pursuant to the
common and statutory law of the State of California. Further, the parties agree and intend that
this Easement creates an easement encompassed within the meaning of the phrase "easements
constituting servitudes upon or burdens to the property," as that phrase is used in California
Revenue & Taxation Code section 3712(d), or any successor statute then in effect, such that a
purchaser at a tax sale will take title to the Property subject to this Easement.
17. Subsequent Deeds and Leases. GRANTOR agrees that a clear reference to this
Easement and the Recreation Conservation Covenant will be made in any subsequent deed, or
other legal instrument, by means of which any interest in the Property (including, but not limited
to, a leasehold interest) is conveyed and that GRANTOR will attach a copy of this Easement to
any such instrument. GRANTOR further agrees to give written notice to DISTRICT of the
conveyance of any interest in the Property at least ten (10) days prior to any such conveyance.
These obligations of GRANTOR shall not be construed as a waiver or relinquishment by
DISTRICT of rights created in favor of DISTRICT by Section 16 of this Easement or by the
Recreation Conservation Covenant, and the failure of GRANTOR to perform any act required by
this Section 17 shall not impair the validity of this Easement or the Recreation Conservation
Covenant or limit their enforceability in any way.
18. Warranty of Ownership. GRANTOR warrants that it is the owner in fee simple of the
Property, and that on the date it executed this Easement the Property is not subject to any liens or
deeds of trust.
19. Notices.
20
East Washington Park Conservation Easement
December 2015
25
19.1 Method of Delivery. Except as otherwise expressly provided herein, all notices,
(including requests, demands, approvals or communications) under this Easement shall be in
writing and either served personally or sent by first class mail, postage prepaid, private courier or
delivery service or telecopy addressed as follows:
To GRANTOR: City Manager
City of Petaluma
11 English Street
Petal una, CA 94952
To DISTRICT: General Manager
Sonoma County Agricultural Preservation and Open Space District
747 Mendocino Avenue, Suite 100
Santa Rosa, CA 95401
Or to such other address as such party from time to time may designate by written notice
pursuant to this Section 19.
19.2 Effective Date of Notice. Notice shall be deemed given for all purposes as
follows:
a) When mailed first class postage prepaid to the last address designated by the
recipient pursuant to Section 19. 1, notice is effective one business day following the date
shown on the postmark of the envelope in which such notice is mailed or, in the event the
postmark is not shown or available, then one business day following the date of mailing.
A written declaration of mailing executed under penalty of perjury by the GRANTOR or
DISTRICT or an officer or employee thereof shall be sufficient to constitute proof of
mailing.
b) When sent by telex or fax to the last telex or fax number of the recipient
known to the party giving notice, notice is effective on receipt as long as (i) a duplicate
copy of the notice is promptly given by first-class or certified mail or by overnight
delivery or (ii) the receiving party delivers a written confirmation of receipt. Subject to
the foregoing requirements, any notice given by telex or fax shall be considered to have
been received on the next business day if it is received after 5 p.m. (recipient's time) or
on a non -business day.
c) In all other instances, notices shall be effective upon delivery
19.3 Refused or Undeliverable Notices. Any correctly addressed notice that is
refused or undeliverable because of an act or omission of the party to be notified shall be
considered to be effective as of the first date that the notice was refused or considered
undeliverable by the postal authorities, messenger, or overnight delivery service.
20. Amendment. If circumstances arise under which an amendment or modification of this
Easement would be appropriate, GRANTOR and DISTRICT shall be free to jointly amend this
Easement, provided that any amendment shall be consistent with the Conservation Purpose of
21
East Washington Park Conservation Easement
December 2015
K
this Easement, shall ensure protection of the Conservation Values of the Property, shall not affect
the Easement's perpetual duration and shall be consistent with Public Resources Code section
5540 and any successor statute then in effect. Any such amendment shall be in writing, executed
by GRANTOR and DISTRICT, and recorded in the Office of the Sonoma County Recorder.
21. No Forfeiture. Nothing contained in this Easement shall result in a forfeiture or
reversion of GRANTOR's title in any respect.
22. Termination of Rights and Obligations. A party's rights and obligations under this
Easement shall terminate upon transfer of the party's interest in the Property, except that liability
for acts or omissions occurring prior to transfer shall survive transfer.
23. Enforceable Restriction. This Easement and each and every term contained herein is
intended for the benefit of the public and constitutes an enforceable restriction pursuant to the
provisions of Article XIII, section 8 of the California Constitution, California Public Resources
Code section 5540, and California Revenue and Taxation Code section 421 et sed., or any
successor constitutional provisions or statutes then in effect.
24. Applicable Law and Forum. This Easement shall be construed and interpreted
according to the substantive law of California, excluding the law of conflicts. Any action to
enforce the provisions of this Easement or for the breach thereof shall be brought and tried in the
County of Sonoma.
25. DISTRICT's General Manager. Wherever used herein, the term DISTRICT's General
Manager, and any pronoun used in place thereof, shall mean and include the General Manager of
DISTRICT and his or her duly authorized representatives.
27. Entire Agreement. This instrument sets forth the entire agreement of the parties with
respect to this Easement and supersedes all prior discussions, negotiations, understandings, or
agreements relating to this Easement, all of which are merged herein. No alteration or variation
of this instrument shall be valid or binding unless contained in a written amendment prepared,
executed and recorded in accordance with Section 20.
28. Severability. In the event any provision of this Easement is determined by the
appropriate court to be void and unenforceable, all remaining terms and conditions shall remain
valid and binding. If the application of any provision of this Easement is found to be invalid or
unenforceable as to any particular person or circumstance, the application of such provisions to
persons or circumstances, other than those as to which it is found to be invalid, shall not be
affected thereby.
29. Estoppel Certificates. DISTRICT shall, at any time during the existence of this
Easement, upon not less than thirty (30) days' prior written notice from GRANTOR, execute and
deliver to GRANTOR a statement in writing certifying that this Easement is unmodified and in
full force and effect (or, if modified, stating the date of execution and date of recording of the
respective amendment) and acknowledging that there is not, to DISTRICT's knowledge, any
default by GRANTOR hereunder, or, if DISTRICT alleges a default by GRANTOR, specifying
such default. DISTRICT's obligation to deliver the statement of certification is conditioned on
22 East Washington Park Conservation Easement
December 2015
27
GRANTOR's reimbursing DISTRICT for all costs and expenses reasonably and necessarily
incurred in its preparation as determined by DISTRICT's General Manager.
30. No Liens, Encumbrances, or Conveyances. GRANTOR warrants that after it has
executed this Easement, it will not record any lien, encumbrance, or otherwise convey any right,
title, or interest in and to the Property until such time as this Easement has been accepted and
recorded by DISTRICT.
31. Effective Date. This Easement shall be effective as of the date of its acceptance by
DISTRICT pursuant to California Public Resources Code sections 5500 et seq.
IN WITNESS WHEREOF, GRANTOR and DISTRICT have executed this Easement this
day of , 20,_
GRANTOR:
By:
City Manager
By:
City Clerk
DISTRICT:
SONOMA COUNTY AGRICULTURAL PRESERVATION AND OPEN SPACE
DISTRICT
By:
President of the Board of Directors
ATTEST:
Clerk of the Board of Directors
NOTE: ACKNOWLEDGMENTS MUST BE ATTACHED FOR ALL
SIGNATORIES.
ATTACH EXHIBIT A — LEGAL DESCRIPTION
23
East Washington Park Conservation Easement
December 2015
28
EXHIBIT A
All that real property situate in the City of Petaluma, County of Sonoma, State of California, and being a portion
of the Lands of the City of Petaluma, as described by deed in Document 1998-0154571 and as shown and
depicted in that certain Record of Survey recorded in June 14, 2011, filed in Maps Book 746 at Pages 12 & 13
Official Records of Sonoma County and being more particularly described as follows:
A Conservation Easement more particularly described as follows:
Beginning at a point in the Northeasterly Boundary of said Lands which bears North 54°40'08" West,
911.58 feet from the most Easterly corner of said Lands;
Thence leaving said Northerly Boundary, South 35°19'52" West, 91.99 feet; thence South 26°16'38"
West, 514.28 feet more or less to the Southwesterly Boundary of said Lands; thence along the Boundary of said
Lands of the City of Petaluma; South 38°17'23" East, 5.12 feet; thence South 63° 46' 08" East, 582.17 feet;
thence South 76° 22' 31 " East, 269.31 feet; thence North 35° 25' 34" East, 409.63 feet to the most easterly
corner of said Lands; thence along the Northeasterly Boundary of said Lands North 54°40'08" West, 911.58
feet to the Point of Beginning.
Containing 10.68 Acres., more or less.
The Basis of Bearing for this description is North 54°40'08" West along the Northeasterly Boundary of
said Lands of the City of Petaluma as shown and depicted in said Record of Survey recorded in 2011, filed in
Maps Book 746 at Pages 12 & 13 Official Records of Sonoma County
This real property description has been prepared by me, or under my direction, in conformance with the
Professional Land Surveyors Act.
29
Exhibit B to Resolution
RECORDING REQUESTED BY AND RETURN TO:
Cleric of the Board of Directors
Sonoma County Agricultural
Preservation and Open Space District
575 Administration Drive, Room 102A
Santa Rosa, CA 95403
Free recording per Government Code Section 6103
EAST WASHINGTON PARK
RECREATION CONSERVATION COVENANT
(California Civil Code §§815 el seq.)
THIS AGREEMENT is entered into by and between the Sonoma County Agricultural
Preservation and Open Space District ("the District") and The City of Petaluma, a municipal
corporation of the State of California, its successors and assigns and those claiming under it
("Owner")
Recilals
A. The District was formed for the purpose of preserving open space in the County of
Sonoma and is funded by a voter approved sales tax, the expenditure of which is directed and
limited by the Sonoma County Agricultural Preservation & Open Space 2006 Expenditure Plan
("the 2006 Expenditure Plan" or "the Plan") adopted as part of the Sonoma County Open Space,
Clean Water and Farmland Protection Measure (Sonoma County Ordinance No. 5677R).
B. Among the categories of open space identified for protection in the 2006 Expenditure
Plan are "fee interests for outdoor public recreation where the public use would not be
inconsistent with the open space designations" listed in the Plan.
C. Owner has acquired and now is the owner in fee simple of that certain real property,
30
commonly identified as a portion of Sonoma County Assessor Parcel No. 136-070-031 , located
within the incorporated city limits of the City of Petaluma, Sonoma County ("Parcel"),
D. Owner has conveyed a conservation easement ("the Conservation Easement") over a
portion of the parcel, and more particularly described in Exhibit A, attached hereto and
incorporated herein by this reference ("the Property") to the District generally limiting the use of
the Property to urban open space preservation and public outdoor recreation consistent with the
terms, conditions, and Conservation Purpose of the Conservation Easement.. This Covenant is
intended to complement the Conservation Easement by assuring the continued and perpetual
recreational use of the Property consistent with the Conservation Easement.
E. Owner will improve the Property in phases until complete and as funding is available.
To date, Owner has constructed the recreational improvements as outlined in the District's
Matching Grant Agreement, paragraphs (XX) and the City's East Washington Park Phase 1
Work Plan (referred to herein as "Improvements").
Agreement
FOR VALUABLE CONSIDERATION, Owner hereby undertakes the following
obligations for the benefit of the District:
1. The Covenant. Owner hereby conveys to the District a recreation conservation
covenant ("Covenant") within the meaning of Restatement Third, Property (Servitudes) §1.6(1)
and pursuant to the authority of Civil Code §§815 et sect. and the common law of California, to
assure that for a period of at least twenty five years from the date of this Covenant, the
Improvements will be continuously used, maintained and operated by Owner and its successors
in interest as a public park and urban open space preserve in perpetuity, available to the public
for public outdoor recreation uses in a manner consistent with the Conservation Easement and
2
31
the provisions herein..
2. Obligation to Provide Public Outdoor Reci-eation Uses.
A. Owner hereby agrees to use, operate and maintain the Property as a public
park and urban open space preserve in perpetuity, available to the public for outdoor public
recreation uses in a manner consistent with the Conservation Easement and the provisions
herein. Such use, operation, and maintenance of the Improvements as a public park and urban
open space preserve shall commence no later than December 6, 2016 and shall include, at a
minimum, general availability of the Improvements for public trail use, ballfield sports,
picnicking, and uses of similar nature and intensity, no less than six hours per day, seven days
per week, except as otherwise provided in Section 5.6 of the Conservation Easement (Public
Access Limitations). .
B. Owner shall not engage in activities that impede public access to or public
use of the Property for outdoor public recreation uses pursuant to this Covenant, except as
otherwise provided in Section 5.6 of the Conservation Easement (Public Access Limitations).
C. Owner's use, operation and maintenance of the Property as a public park
and urban open space preserve shall be in accordance with The East Washington Park Site
Master Plan ("Master Plan") approved pursuant to Sections 5.1.7 and 6.1 of the Conservation
Easement.
3. Enforcement.
A. In the event of an uncured breach by Owner of any of its obligations under
this Covenant, the District may: (1) institute a suit for appropriate equitable relief; (2) institute a
suit to recover damages; ; or (3) pursue any combination of the foregoing.
M
N
B. Prior to taking any action under Paragraph 3.A, the District shall provide
Owner with a notice to cure ("Notice"). The Notice shall be a written notification generally
describing the condition or event claimed by the District to be a breach of Owner's obligations
that is either mailed or otherwise delivered by the District to Owner. The Notice shall include a
reasonable period in which the breach must be cured to the reasonable satisfaction of the District.
The remedies provided by Paragraph 3.A shall be available to the District immediately upon
expiration of the cure period.
C. Enforcement of the obligations created by this Covenant shall be at the sole
discretion of the District. Any forbearance by the District to exercise its rights under this
Covenant shall not be deemed or construed to be a waiver or forfeiture by the District.
D. The actual damages incurred by the District and allowed by Civil Code
section 815.7(c) resulting from Owner's breach of the obligations imposed by this Covenant are
uncertain and would be impractical or extremely difficult to measure. Accordingly, the parties
agree that the District's damages shall be measured by the fair market value of the Property,
unencumbered and without regard to the Conservation Easement or this Covenant, multiplied by
the length of time in years, including fractions thereof, during which the breach remains uncured
after Notice has been given by the District pursuant to Paragraph 3.13, multiplied by the then
current annual interest rate for post judgment interest. In no case, however, shall liquidated
damages exceed forty percent (40%) of the fair market value of the Property, unencumbered and
without regard to the Conservation Easement or this Covenant, for any single breach. Owner's
liability for damages is discharged if Owner cures the breach within the time specified in the
District's Notice.
E. The remedies set forth in this Paragraph 3 are in addition to and not intended
to displace any other remedy available to either party as provided by this Covenant, the
Conservation Easement, Civil Code Sections 815 el sect., the common law or any other
applicable local, state or federal law.
4
33
F. Nothing contained in this Paragraph 3 shall be construed to entitle the District
to bring any action against Owner for any failure to perform resulting from causes beyond
Owner's control, including, without limitation, wildfire, flood, storm, and earth movement, or
from any prudent action taken by Owner under emergency conditions to prevent, abate, or
mitigate a failure to perform resulting from such causes so long as such action, to the extent that
Owner has control, is designed and carried out in such a way as to further the purpose of this
Covenant.
4. [Reserved]
5. Third Part) Beneficiaries. The District and Owner do not intend and this Covenant
shall not be construed to create any rights in third parties.
6. Integration. This Agreement is the final and complete expression of the agreement
between the parties and any and all prior or contemporaneous agreements written or oral have
been merged into this written instrument, other than the Conservation Easement which remains
in full force and effect.
7. [Reserved/
8. hnspection. The District may, within its sole discretion and from time to time,
inspect the Property to determine if Owner is in compliance with this Covenant during the howl
in which the Property is open to the public.
9. Covenant to Bind Successors. This Covenant shall be a burden upon and shall
continue as a restrictive covenant and equitable servitude running in perpetuity with the Property
and shall bind Owner and its successors in interest, including but not limited to purchasers at tax
sales, assigns, and all persons claiming under them forever. The parties intend that this Covenant
5
34
shall benefit and burden, as the case may be, their respective successors, assigns, heirs,
executors, administrators, agents, officers, employees, and all other persons claiming by or
through them pursuant to the common and statutory law of the State of California. Further, the
parties agree and intend that this Covenant creates an easement encompassed within the meaning
of the phrase "easements constituting servitudes upon or burdens to the property,"
[SIGNATURES AND ACKNOWLEDGEMENTS]
35
EXHIBIT A
All that real property situate in the City of Petaluma, County of Sonoma, State of California, and being a portion
of the Lands of the City of Petaluma, as described by deed in Document 1998-0154571 and as shown and
depicted in that certain Record of Survey recorded in June 14, 2011, filed in Maps Book 746 at Pages 12 & 13
Official Records of Sonoma County and being more particularly described as follows:
A Conservation Easement more particularly described as follows:
Beginning at a point in the Northeasterly Boundary of said Lands which bears North 54°40'08" West,
911.58 feet from the most Easterly corner of said Lands;
Thence leaving said Northerly Boundary, South 35°19'52" West, 91.99 feet; thence South 26°16'38"
West, 514.28 feet more or less to the Southwesterly Boundary of said Lands; thence along the Boundary of said
Lands of the City of Petaluma; South 38°17'23" East, 5.12 feet; thence South 63° 46' 08" East, 582.17 feet;
thence South 76° 22' 31 " East, 269.31 feet; thence North 35° 25' 34" East, 409.63 feet to the most easterly
corner of said Lands; thence along the Northeasterly Boundary of said Lands North 54°40'08" West, 911.58
feet to the Point of Beginning.
Containing 10.68 Acres., more or less.
The Basis of Bearing for this description is North 54°40'08" West along the Northeasterly Boundary of
said Lands of the City of Petaluma as shown and depicted in said Record of Survey recorded in 2011, filed in
Maps Book 746 at Pages 12 & 13 Official Records of Sonoma County
This real property description has been prepared by me, or under my direction, in conformance with the
Professional Land Surveyors Act.
/ OPAL
LA 1
601
RANDALL T. VUltS
s. 113
Exp. 12/31,%16 �Q
QF
36
Attachment 2
MATCHING GRANT AGREEMENT
EAST WASHINGTON PARK
This agreement ("Agreement") dated as of ("Effective Date") is entered into by
and between the Sonoma County Agricultural Preservation and Open Space District (hereinafter
"District"), a public agency, and the City of Petaluma, a municipal corporation (hereinafter
"Grantee").
RECITALS
A. Programa. The District has a Competitive Matching Grant Program ("Program")
by which it provides funding to cities, other public agencies and non-profit organizations on a
competitive basis for open space projects that are consistent with the Expenditure Plan approved
by Sonoma County voters in November 2006 as part of the Sonoma County Open Space, Clean
Water and Farmland Protection Measure, Measure F.
B. East Washington Park. The proposed park property, owned in fee by Grantee, is located
at the eastern edge of Petaluma's city limits, on the south side of East Washington Street
near Old Adobe Road, consisting of 24.88 acres ("the Park"), and is comprised of
Sonoma County Assessor Parcel No. 136-070-031. On June 4, 2007, the City Council of
Petaluma approved the East Washington Park Site Master Plan ("Master Plan"), which
anticipated the development of public recreational amenities for active and passive
recreation. Grantee will construct the park as shown in the Master Plan. Construction
will proceed in phases, as funding is available, until complete.
C. Application. Grantee submitted an application under the District's 2007 Program
cycle for funding toward the construction of public recreational improvements that would enable
the creation of East Washington Park, in the amount of $8,000,000. The District recommended
funding a portion of the Park's improvements in the amount of $2,000,000. This
recommendation was accepted by the Sonoma County Citizens Advisory Committee on June 28,
2007.
D. Pi°oject. The improvements funded by the District's grant include the
development of two all-weather athletic fields, a pedestrian and bicycle pathway, which includes
a connection to the Petaluma Ring Trail system, and other improvements as outlined in the Work
Plan identified in Section 3.a below (collectively, the "Project"), on a portion of the Park, as
described and depicted in Exhibit A, attached hereto and incorporated by reference and referred
to herein as "Property".
o On March 7, 2016, via Resolution No. . Grantee's City
Council determined that the Project is consistent with the City of Petaluma's
2025 General Plan Update ("General Plan"). An active community park on
East Washington Park Matching Grant Agreement
37
the Property is specifically identified as a priority within the General Plan.
Development of the park is consistent with several of the General Plan's
policies and programs. Policy 6-P-1 under Goal 6-G-1: Parks and Recreation,
calls for the development of additional parkland and recreational facilities in
the city, particularly in areas lacking these facilities and where new growth is
proposed, to meet the General Plan's standards for required park acreage.
Policy 6 -P -1(C.) further calls for the City of Petaluma to work with local,
regional, and state agencies to acquire and fund further parkland acquisition
and improvements.
o On October 18, 2010 the Grantee's City Council approved Resolution 2010-
195 adopting a CEQA Mitigated Negative Declaration and a Mitigation
Monitoring and Reporting Plan for East Washington Park Phase One.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the parties hereto agree as follows:
AGREEMENT
1. The foregoing recitals are true and correct.
2. GRANT REQUIREMENTS
District Grant. Subject to all terms and conditions herein, the District shall
provide $2,000,000 ("District Grant") to be used exclusively for the development of recreational
structures and improvements, as outlined in the Work Plan identified in Section 3.a below.
b. Match. As its matching contribution to the Project, Grantee has expended
$6,551,500 in finding from the City's Park Land Development Impact Fees, California
Statewide Community Infrastructure Program and a Housing Related Parks Program Grant
toward project planning, administration, and the development of recreational structures and
improvements, as outlined in the Work Plan identified in Section 3.a below.
Conservation Easement. Grantee shall execute that certain agreement
entitled "Deed and Agreement by and between the City of Petaluma and the Sonoma County
Agricultural Preservation and Open Space District Conveying a Conservation Easement"
("Conservation Easement"), by which Grantee will convey a conservation easement to the
District protecting the urban open space and recreational resource values of the Property.
Recreation Conservation Covenant. Grantee shall execute that certain
agreement entitled "Recreation Conservation Covenant" ("Recreation Covenant"), by which
East Washington Park Matching Grant Agreement
38
Grantee accepts the affirmative obligation to use, operate and maintain the Property for public
outdoor recreation.
e. Public Access. On or before December 6, 2016, Grantee shall have
completed all planning procedures, met all regulatory requirements and budgeting necessary, and
shall open the Property for public outdoor recreation consistent with this Agreement, the
Conservation Easement, and the Recreation Covenant. Operations and Maintenance. Grantee
shall use, manage, operate and maintain the Property in a manner consistent with the
Conservation Easement and the Recreation Covenant. As set forth in the Conservation Easement
and Recreation Covenant, Grantee assumes all responsibility for and costs of management,
operation and maintenance of the Property, and Grantee expressly acknowledges and agrees that
the District shall not be liable for any costs of such management, operation or maintenance.
3. PROCEDURAL REQUIREMENTS
a. Work Plan. Prior to the disbursement of any grant finding, Grantee shall
submit to District, for its review and approval, a Work Plan to implement the Project. The
District's approval shall be documented in writing and shall be based upon the Work Plan's
consistency with this Agreement, the Conservation Easement, the Recreation Covenant, and the
purpose of the Project as approved. The Work Plan shall include: 1) a general description of the
Project, including conceptual and, if available, construction plans; 2) a timeline or schedule for
Project Implementation, including final Project Implementation date; 3) a detailed budget,
including expenditure of District funds as well as the matching funds identified to accomplish the
Project and reflecting the required 1:1 match. The Work Plan may be amended from time to time
with District's written approval. Such approval shall not be unreasonably withheld.
b. Disbursement of Grant Finds.
i. Pre -Conditions. The District shall not be obligated to disburse any
funds unless and until the following conditions have been met:
• The District's Board of Directors has approved finding for the
Project.
• The Conservation Easement has been executed and Grantee is in
compliance with the terms of the Conservation Easement.
• The Recreation Covenant has been executed and Grantee is in
compliance with the terms of the Recreation Covenant.
• A Work Plan, pursuant to Section 3.a of this Agreement, has been
approved by the District.
• Grantee warrants and represents that it has obtained all local, state,
and federal permits and approvals necessary to implement the
Project.
East Washington Park Matching Grant Agreement
39
• Grantee has provided required insurance coverage as described in
Section 4.b of this Agreement.
• Grantee has provided current billing rates for Grantee's staff
related to Park fees.
ii. Payment.
1. Final Reimbursement. Upon submission of the request for
reimbursement, Grantee shall ensure that the reimbursement
claim filed with the District is labeled as final and includes
photos documenting 100% implementation of the work funded
by the District Grant and Grantee's match. The Final
Performance Report prepared in accordance with Section
3.b.iii.2 shall accompany the final request for reimbursement.
iii. Reporting.
I . Final. Within 45 days of completion of Project Implementation,
Grantee shall file with District a final PR demonstrating 100%
implementation of the Project, including demonstration that the
District's grant and the Grantee's match has been expended
consistent with the terms of this Agreement. The final PR
should include photos documenting (i) Project Implementation;
and (ii) installation of signs as required by Section 4.f below.
4. IMPLEMENTATION REQUIREMENTS
a. Procu°einenl. In expenditure of District's grant for goods and services, Grantee
represents that it complied with its own competitive procurement procedures and further certifies
that those procurement procedures comply with the competitive procurement requirements that
govern he use of District finds, including those required by laws applicable to a special district
created by Public Resources Code section 5500 el seq. In any event, District shall assure that
costs to be reimbursed by District do not exceed fair market value of the goods and services
supplied.
b. Insurance. Grantee shall maintain the insurance specified in Exhibit "C," attached
hereto and incorporated herein by this reference.
c. Prevailing T17age. To the extent any portion of Grantee's match pursuant to
Paragraph 2a constitutes the performance of a "public work" within the meaning of Labor Code
section 1720, Grantee represents that it complied with all applicable wage and hour laws,
including without limitation Labor Code Sections 1775, 1776, 1777.5 1813 and 1815 and
California Code of Regulations, Title 8, Section 16000, et seq.
East Washington Park Matching Grant Agreement
d. ADA Requirements. Grantee shall ensure that the Project complies with the
requirements of the Americans with Disabilities Act (ADA), including, without limitation,
providing fully accessible public access to the Property and all facilities and programs provided
thereon.
e. Non -Discrimination. Grantee shall comply with all applicable federal, state and
local laws, rules, and regulations in regard to nondiscrimination in employment because of race,
color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy,
disability, sexual orientation, or other prohibited basis including, without limitation, the
District's Non -Discrimination Policy. All nondiscrimination rules and regulations required by
law to be included in this Agreement are incorporated herein by this reference.
f. Signs. Grantee shall erect at least one permanent sign, or shall incorporate a
statement into an existing sign on the Property acknowledging the District's financial
participation in the Project. Such signs shall be consistent with Grantee's sign regulations, to the
extent applicable, and: 1) be made of materials that are weather resistant; 2) be located where
they are easily read by the public; 3) include, at a minimum, the District's logo (provided by
District) and if possible the following language, "This Project was funded in part through the
Sonoma County Agricultural Preservation and Open Space District's Matching Grant Program;"
and 4) be consistent with the signage language in the Conservation Easement. The number,
design, wording, and placement of signs shall be submitted to the District's General Manager for
review and determination that the signage complies with these requirements.
5. PROJECT REVISIONS AND EXTENSIONS
a. Changes to Project. To maintain the integrity of the competitive Program, no
substantive changes or alterations to the Project shall be made without the prior written consent
of the District. If changes or alterations are approved, the Work Plan required under Section 3.a
shall be amended as necessary.
6. RECORDS KEEPING
a. Records. All financial, procurement, licenses, insurance, and programmatic
records related to the Project shall be maintained by Grantee for no less than five (5) years after
Project hnplementation.
b. Records Access. Upon not less than 24 -hours advance notice, District staff shall
have access during normal business hours to all non -privileged financial, procurement, licenses,
insurance, and programmatic records related to the District's grant for no less than five (5) years
after Project hnplementation.
7. GENERAL PROVISIONS
East Washington Park Matching Grant Agreement
41
a. Stolutoiy Compliance. All activities and uses in connection with the Project shall
be subject to and undertaken in accordance with all applicable federal, state, and local statutes,
ordinances, rules, and regulations.
b. Access to Project Site. As provided for in the Conservation Easement and
Recreation Covenant, the District shall have the right to enter and inspect the Property upon 24
hours notice to the Grantee for the purposes of ensuring compliance with this Agreement.
c. Failure to Pei form. Failure by Grantee to comply with the terms of this
Agreement may result in any or all of the following actions at the District's sole discretion:
If District reasonably determines that the Project will not be
implemented or that the purposes of the Project will not be met within
the timeframes provided herein, the District may commence and
pursue all available legal remedies to recoup any and all grant funds
disbursed to Grantee.
ii. District may seek specific performance of this Agreement in a court of
competent jurisdiction. Grantee hereby agrees that the public benefits
sought by this Agreement exceed the dollar amount of the grant and
are impracticable or extremely difficult to measure. Grantee further
agrees that, in the event of a breach of this Agreement by Grantee,
reimbursement of the grant finds, alone, would be inadequate
compensation and that, in addition to damages, the District shall be
entitled to injunctive relief, including specific performance, without
the necessity of proving either actual damages or the inadequacy of
otherwise available legal remedies. Specific performance, however,
shall not be compelled if changes in circumstances have rendered such
performance impossible or financially infeasible.
d. Indemnification. Grantee agrees to accept all responsibility for loss or damage to
any person or entity, including but not limited to District, its officers, agents, and employees and
to defend, indemnify, hold harmless, reimburse and release District, its officers, agents, and
employees, from and against any and all actions, claims, damages, disabilities, liabilities and
expense, including but not limited to attorneys' fees and the cost of litigation, whether arising
from personal injury, property damage or economic loss of any type, that may be asserted by any
person or entity, including Grantee, arising out of or in connection with this Agreement to the
extent required by law, excluding liability due to the sole or active negligence or due to the
willful misconduct of District. District shall have the right to select its own legal counsel at the
expense of Grantee, subject to Grantee approval, which approval shall not be unreasonably
withheld.
East Washington Park Matching Gant Agreement
42
6
e. Method and Place of Giving Notice, Making Submissions and Payments. Except
as otherwise expressly provided herein, any notice, invoice, report, demand, request, approval,
disapproval, or other communication that either party desires or is required to give under this
Agreement shall be in writing and either served personally or sent by first class mail, private
courier or delivery service, or telecopy addressed as follows:
TO DISTRICT: General Manager
Sonoma County Agricultural Preservation
and Open Space District
747 Mendocino Avenue
Santa Rosa, CA 95401
Telephone: (707) 565-7360
Fax: (707) 565-7359
TO GRANTEE: City Manager
City of Petaluma
I 1 English Street
Petaluma, CA 94952
f. Assignment and Delegation. Grantee shall not assign, delegate, sublet, or transfer
any interest in or duty tinder this Agreement without the prior written consent of the District, and
no such transfer shall be of any force or effect whatsoever unless and until such consent is
received.
g. Amendment. No changes in this Agreement shall be valid unless made in writing
and signed by the parties to this Agreement. No oral understanding or agreement not
incorporated in this Agreement shall be binding on any of the parties.
h. No Third Party Beneficiaries. Nothing contained in this Agreement shall be
construed to create and the parties do not intend to create any rights in third parties.
i. Merger. This writing is intended both as the final expression of the agreement
between the parties hereto with respect to the included terms and as a complete and exclusive
statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. No
modification of this Agreement shall be effective unless and until such modification is evidenced
by a writing signed by both parties.
j. Time of Essence. Time is and shall be of the essence of this Agreement and every
provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as set forth below.
East Washington Park Matching Grant Agreement
43
APPROVED:
SONOMA COUNTY AGRICULTURAL
PRESERVATION AND OPEN SPACE
DISTRICT
President, Board of Directors
Date:
Exhibits
A: Legal Description
B: Form of Reimbursement Claim
C: Insurance Requirements
East Washington Park Matching Gant Agreement
APPROVED:
GRANTEE
City Manager
(The signatory hereby warrants and
represents he/she is authorized to execute
this document on behalf of Grantee)
Date:
44
EXHIBIT A
All that real property situate in the City of Petaluma, County of Sonoma, State of California, and being a portion
of the Lands of the City of Petaluma, as described by deed in Document 1998-0154571 and as shown and
depicted in that certain Record of Survey recorded in June 14, 2011, filed in Maps Book 746 at Pages 12 & 13
Official Records of Sonoma County and being more particularly described as follows:
A Conservation Easement more particularly described as follows:
Beginning at a point in the Northeasterly Boundary of said Lands which bears North 54°40'08" West,
911.58 feet from the most Easterly corner of said Lands;
Thence leaving said Northerly Boundary, South 35°19'52" West, 91.99 feet; thence South 26°16'38"
West, 514.28 feet more or less to the Southwesterly Boundary of said Lands; thence along the Boundary of said
Lands of the City of Petaluma; South 38°1723" East, 5.12 feet; thence South 63° 46' 08" East, 582.17 feet;
thence South 76° 22' 31" East, 269.31 feet; thence North 35° 25' 34" East, 409.63 feet to the most easterly
corner of said Lands; thence along the Northeasterly Boundary of said Lands North 54°40'08" West, 911.58
feet to the Point of Beginning.
Containing 10.68 Acres., more or less.
The Basis of Bearing for this description is North 54°40'08" West along the Northeasterly Boundary of
said Lands of the City of Petaluma as shown and depicted in said Record of Survey recorded in 2011, filed in
Maps Book 746 at Pages 12 & 13 Official Records of Sonoma County
This real property description has been prepared by me, or under my direction, in conformance with the
Professional Land Surveyors Act.
LAN
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45
Exhibit B- sample invoice
LINE ITEM INVOICE
Organization Name
Date of Invoice --
Date Range of Expenses-
Item/Task
Reimbursement Claim for Matching Grant Funding
_Sonoma County Agricultural Preservation and Open Space District
Total Complete _ I Prior Paid This Invoice % of Total Complete Total Complete
......--._.__......---- _.. .._._.._. __......._q- -talo -.
Budqeted Amount to Date to Date Request to Date to Date
Total Project
Expand Line Item ice Invottith additional Items/(asks if needed.
For any personnel costs, please provide a separate line for salary (one line) and for benefits (anotherline). Also provide the job title of the staff member, their hourly wage, and
the numberof hours spent on the task.
Brief Narrative of Tasks Performed During the Inwice Period
Mach copies of receipts..
twice certification:
Approving Signature Name and Title of Approving Signature Dates
Note. If this a final invoice, please mads it as 'FINAL".
46
Exhibit C Matching Grant Agreement
Section I — Insurance to be Maintained by the City
The City shall maintain insurance and/or self-insurance as described below unless such insurance has
been expressly waived by the attachment of a Waiver of Insurance Requirements. The insurance shall
be maintained for one year after all funds have been disbursed.
The District reserves the right to review any and all of the required insurance policies and/or
endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the
insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall
not relieve the City from, nor be construed or deemed a waiver of, its obligation to maintain the required
insurance at all times during the performance of this Agreement.
1. Workers Compensation and Employers Liability Insurance
a. Workers Compensation insurance with statutory limits as required by the Labor Code of the
State of California.
b. Employers Liability with limits of $1,000,000 per Accident; $1,000,000 Disease per employee;
$1,000,000 Disease per policy.
c. Required Evidence of Insurance: Certificate of Insurance.
2. General Liability Insurance
a. Commercial General Liability Insurance on an occurrence form, no less broad than ISO form CG
0001.
b. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000
Products/Completed Operations Aggregate. The required limits may be provided by a
combination of General Liability Insurance and Commercial Umbrella Liability Insurance.
c. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. The City
is responsible for any deductible or self-insured retention and shall fund it upon the District's
written request, regardless of whether either the City has a claim against the insurance or is
named as a party in any action involving the District.
d. Sonoma County Agricultural Preservation and Open Space District, its officers, agents and
employees shall be additional insureds for liability arising out of the City's operations under this
Agreement.
e. The insurance provided to the additional insureds shall be primary to, and non-contributory
with, any insurance or self-insurance program maintained by them.
f. The policy definition of "insured contract" shall include assumptions of liability arising out of
both ongoing operations and the products -completed operations hazard (broad form contractual
liability coverage including the "f" definition of insured contract in ISO form CG 00 01, or
equivalent).
g. The policy shall cover inter -insured suits between the District and the City and include a
"separation of insureds" or "severability" clause which treats each insured separately.
h. Required Evidence of Insurance:
i. Copy of the additional insured endorsement or policy language granting additional insured
status;
ii. Copy of the endorsement or policy language indicating that insurance for the additional
insureds is primary and non-contributory; and
Petaluma—East Washington Park Matching Grant— Insurance Exhibit Page 1 of 4
47
iii. Certificate of Insurance.
3. Automobile Liability Insurance
a. Minimum Limits: $1,000,000 combined single limit per accident.
b. Insurance shall apply to all owned, hired and non -owned vehicles.
e. Required Evidence of Insurance: Certificate of Insurance.
4. Documentation
a. All required Evidence of Insurance shall be submitted prior to the execution of this Agreement.
The City agrees to maintain current Evidence of Insurance on file with the District for the
required period of insurance.
b. The name and address for Additional Insured endorsements and Certificates of Insurance is: The
City of Petaluma, 11 English Street Petaluma, CA 94952, and the Sonoma County Agricultural
Preservation and Open Space District its officers, agents and employees, 747 Mendocino
Avenue, Santa Rosa, CA 95401.
e. Required Evidence of Insurance shall be submitted for any renewal or replacement of a policy
that already exists, at least ten (10) days before expiration or other termination of the existing
policy.
The City shall provide immediate written notice if: any of the required insurance policies is
terminated.
5. Policy Obligations
The City's indemnity and other obligations shall not be limited by the foregoing insurance
requirements.
Section II — Insurance to be Maintained by the City's Contractors and/or Consultants)
1. Workers Compensation and Employers Liability Insurance
a. Required if Contractor has employees.
b. Workers Compensation insurance with statutory limits as required by the Labor Code of the
State of California.
c. Employers Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per
employee; $1,000,000 Disease per policy.
d. The policy shall be endorsed to include a written waiver of the insurer's right to subrogate
against the City and the District.
e. Required Evidence of Insurance:
i Subrogation waiver endorsement; and
ii Certificate of Insurance.
If Contractor currently has no employees, Contractor agrees to obtain the above-specified Workers
Compensation and Employers Liability insurance should any employees be engaged during the term
of this Agreement or any extensions of the term.
2. General Liability Insurance
a. Commercial General Liability Insurance on a standard occurrence form, no less broad than
Insurance Services Office (ISO) form CG 00 01.
Petaluma—East Washington Park Matching Grant—Insurance Exhibit Page 2 of
48
b. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000
Products/Completed Operations Aggregate. The General Aggregate shall apply separately to
each Project. The required limits may be provided by a combination of General Liability
Insurance and Commercial Umbrella Liability Insurance. If Contractor maintains higher limits
than the specified minimum limits, the City and the District require and shall be entitled to
coverage for the higher limits maintained by Contractor.
c. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the
deductible or self-insured retention exceeds $25,000 it must be approved in advance by the City.
Contractor is responsible for any deductible or self-insured retention and shall fund it upon
written request by the City or by the District, regardless of whether Contractor has a claim
against the insurance or is named as a party in any action involving the City or the District.
d. Insurance shall be continued for one (1) year after completion of the Work.
e. The City and the District shall be endorsed as additional insureds for liability arising out of
ongoing and completed operations by or on behalf of the Contractor in the performance of this
Agreement. The foregoing shall continue to be additional insureds for (1) year after completion
of the Work under this Agreement.
f. The insurance provided to the additional insureds shall be primary to, and non-contributory
with, any insurance or self-insurance program maintained by them.
g. The policy definition of "insured contract" shall include assumptions of liability arising out of
both ongoing operations and the products -completed operations hazard (broad form contractual
liability coverage including the "f" definition of insured contract in ISO form CG 00 01, or
equivalent).
h. The policy shall be endorsed to include a written waiver of the insurer's right to subrogate
against the City and the District.
i. The policy shall cover inter -insured suits between the additional insureds and Contractor and
include a "separation of insureds" or "severability" clause which treats each insured separately.
j. Required Evidence of Insurance:
i. Copy of the additional insured endorsement or policy language granting additional insured
status; and
ii. Certificate of Insurance.
3. Automobile Liability Insurance
a. Minimum Limits: $1,000,000 combined single limit per accident.
b. Insurance shall apply to all owned autos. If Contractor currently owns no autos, Contractor
agrees to obtain such insurance should any autos be acquired during the term of this Agreement
or any extensions of the term.
c. Insurance shall apply to hired and non -owned autos.
d. Required Evidence of Insurance: Certificate of Insurance.
4. Standards for Insurance Companies
Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating
of at least ANIL
S. Documentation
a. Contractor agrees to maintain current Evidence of Insurance on file with the City for the required
period of insurance.
b. The name and address for Additional Insured endorsements and Certificates of Insurance is: The
City of Petaluma City Hall 11 English Street Petaluma, CA 94952, and the Sonoma County
Petaluma — East Washington Park Matching Giant — Insurance Exhibit Page 3 of
49
Agricultural Preservation and Open Space District its officers, agents and employees.
c. Required Evidence of Insurance shall be submitted to the City for any renewal or replacement of
a policy that already exists, at least ten (10) days before expiration or other termination of the
existing policy.
d. Contractor shall provide immediate written notice to the City if: (1) any of the required insurance
policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the
deductible or self-insured retention is increased.
e. Upon written request, Contractor shall provide certified copies of required insurance policies
within thirty (30) days.
6. Policy Obligations
Contractor's indemnity and other obligations shall not be limited by the foregoing insurance
requirements.
Petaluma— East Washington Park Matching Grant— Insurance Exhibit Page 4 of 4
50
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