HomeMy WebLinkAboutStaff Report 4.A 09/08/2003CITY OF PETALUMA, CALIFORNIA
AGENDA BILL
Agenda Title: Introduce Ordinance Authorizing the City Manager
Meeting Date: September 8, 2003
To Execute All Documents Relating To The Purchase of Real
Property Described As Sonoma County Assessor's Parcel Nos. 068-
010 -026 And 017 - 010 -002, Consisting of Approximately 261.33
Meeting Time: X 3:00 PM
Acres
❑ 7:00 PM
Category (check one): ❑ Consent Calendar ❑ Public Hearing ❑ New Business
X Unfinished Business ❑ Presentation
Department:
Director:
Contact Person:
Phone Number:
City Manager /Water
Michael Bierman
Michael Ban, P.E.
778 -4304
Resources &
Michael Ban, RE
Orr, P.E.
Conservation
0,,Margaret
Cost of Proposal: $4,000,000
Account Number:
Project 9012 — Water Recycling
Amount Budgeted: Funding will be provided by contributions
Facility Project
from the State Coastal Conservancy and Sonoma County
Agricultural Preservation and Open Space District in the amount of
Name of Fund:
$1,767,000 and the City in the amount of $2,233,000. The FY 03-
Wastewater Enterprise
04 budget for Project 9012 will be revised to reflect this
expenditure.
Attachments to Agenda Packet Item:
Ordinance
Agenda Report
Summary Statement: City Council is requested to introduce an ordinance to authorize acquisition of
approximately 261.33 acres of land in the 4000 block of Lakeville Highway for construction of the Water
Recycling Facility and development of the Petaluma Marsh Acquisition, Enhancement and Access Project.
This project includes the acquisition of a mosaic of habitats along the Petaluma River and the restoration
and enhancement of the tidal marsh and riparian and upland habitat, the completion of related studies, and
development of approximately 3.5 miles of trails, which would serve as a continuum of the heavily used
Petaluma Marsh and Shollenberger Park trails to the north and west. The adjoining 2.6 miles of trail are
owned and managed by the City, and are used extensively by hikers, walkers, birders and joggers.
Recommended City Council Action /Suggested Motion: City Management recommends the City Council
introduce the Ordinance Authorizing the City Manager to execute all documents relating to the purchase of
real property described as Sonoma County Assessor's Parcel Nos. 068 -010 -026 and 017- 010 -002,
consisting of approximately 261.33 acres.
Reviewed by Finance Director:
Reviewed by City Attorney:
Date:
AppnoyU by City Manager:
Date:
,Date:
Today's Da : September 2,
Revision # and Date Revised:
File Code:
#
2003
S: \water resources &
conservation \Wastewater \9012 \phase 2 \city
council meetings\september 8 - 2003 \agenda
report cover a e.doc
CITY OF PETALUMA, CALIFORNIA
SEPTEMBER S, 2003
AGENDA REPORT
FOR
ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS RELATING
TO THE PURCHASE OF REAL PROPERTY DESCRIBED AS SONOMA COUNTY ASSESSOR'S
PARCEL NOS. 068- 010 -026 AND 017 -010 -002, CONSISTING OF APPROXIMATELY 261.33 ACRES
1. EXECUTIVE SUMMARY:
City Council is requested to introduce an ordinance to authorize acquisition of approximately
261.33 acres of land in the 4000 block of Lakeville Highway for construction of the Water
Recycling Facility and development of the Petaluma Marsh Acquisition, Enhancement and
Access Project. This project includes the acquisition of a mosaic of habitats along the Petaluma
River and the restoration and enhancement of the tidal marsh and riparian and upland habitat, the
completion of related studies, and development of approximately 3.5 miles of trails, which would
serve as a continuum of the heavily used Petaluma Marsh and Shollenberger Park trails to the
north and west. The adjoining 2.6 miles of trail are owned and managed by the City, and are
used extensively by hikers, walkers, birders and joggers.
City Management recommends the City Council introduce the Ordinance Authorizing the City
Manager to execute all documents relating to the purchase of real property described as Sonoma
County Assessor's Parcel Nos. 068 -010 -026 and 017 - 010 -002, consisting of approximately
261.33 acres.
2. BACKGROUND:
Introduction
The City of Petaluma is pursuing development of two significant public projects: the Water
Recycling Facility Project and the Petaluma Marsh Acquisition, Enhancement and Access
Project. In order to complete these projects, the City needs to acquire certain real property (Real
Property) located in the 4000 block of Lakeville Highway in the unincorporated area of the
County of Sonoma, at Petaluma, California, more particularly described as Sonoma County
SAwater resources & conservation \Wastewater \9012 \phase 2 \city council meetings \september 8 - 2003\agenda report - land acquisition.doc
Assessor's Parcel Nos. 068 - 010 -026 and 017 -010 -002, consisting of approximately 261.33 acres,
more or less, and the improvements thereon consisting of a single family residence and out-
buildings. An aerial photograph of the Real Property is shown in Figure 1 (identified as Parcels
A and B).
The 1989 Sonoma County General Plan identifies the Real Property as Land Extensive
Agriculture (LEA). The update to the Sonoma County General Plan (GP 2020) acknowledges
that the City's proposed use of the Real Property is of substantial public benefit and proposes to
amend the land use designation of the Real Property to Public Facilities (PF) and Public Quasi -
public (PQP) if the City acquires the Real Property. The Real Property is owned by David
Martinelli and Teresa Martinelli, Darrel Freitas and Nancy Freitas, and the Shainsky Trust
(Sellers).
The following sections describe the Water Recycling Facility and the Petaluma Marsh
Acquisition, Enhancement and Access Projects in detail.
Water Recycling Facility
The impetus for developing a new wastewater treatment facility began in 1988 when the City's
population was 40,300 and the average dry weather flow at the treatment facility was 4.0 million
gallons per day (mgd). Today, the population is approximately 56,000 and the average dry
weather flow is approximately 4.93 mgd. In 1988 the City evaluated the capital improvements
necessary for operation of the existing wastewater treatment facility on Hopper Street and
identified an extensive list of major repairs including repair and cleaning of the anaerobic
digesters, repair of the grit collection and removal system, repair of all clarifiers and biofilters,
and repair to the ponds and pond distribution system. In addition to being in need of repair, the
facility was also in need of expansion since average dry weather flows had exceeded 75. percent
of the 5.2 -mgd average dry weather design (and permitted) capacity. The City determined that
additional investment in the treatment plant would not be cost - effective and, therefore, decided
to implement the minimum repairs necessary to the existing treatment facility (cleaning and
2
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rehabilitation of the digesters) and begin pursuing a long -term strategy to meeting the
community's wastewater treatment needs.
Thereafter the City twice attempted to privately design, build, finance and operate the new
treatment plant, going as far as the selection of a preferred contractor. In July 1999, the City
Council determined the City would no longer pursue development of a privately owned
wastewater treatment facility and that the new facility would be publicly owned.
In support of development of a publicly owned facility, the City prepared the Water Recycling
Facility Project Report (Project Report). The Project Report identified and evaluated five
alternatives for the Water Recycling Facility. On December 11, 2000, the City Council approved
the Project Report and selected Alternative 5 — Extended Aeration as the preferred alternative,
and identified Option A — Wetlands as the preferred alternative for algae removal. Even though
its costs were comparable to other alternatives, Alternative 5 was selected as the preferred
alternative primarily because it had the smallest ecological footprint. The potential
environmental impacts of the alternatives were evaluated in the Environmental Impact Report
(EIR). The City Council certified the EIR on August 5, 2002 and directed City Management to
prepare final plans and specifications. The preferred project included the following:
Location of the water recycling facility in the Aerated Lagoon and Oxidation Pond
No. 1
Construction of algae - removal treatment wetlands in Oxidation Ponds 9 and 10
Construction of polishing treatment wetlands on Parcels A and B.
Feasibility Analysis
In December 2002, the City conducted a value engineering study of the 50 percent design. It
became apparent that locating the facility in the Aerated Lagoon and Oxidation Pond No. 1
would have a significant impact on the project. Here's why: Wastewater pumped from the
existing treatment facility at 950 Hopper Street to the oxidation ponds is discharged into the
Aerated Lagoon and then flows into Oxidation Pond No. 1, or is discharged directly into
3
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Oxidation Pond No. 1. From Oxidation Pond No. 1, the wastewater flows through the remaining
oxidation ponds for further treatment. The wastewater is then disinfected prior to discharge or
reuse. As proposed in the 50 percent design, the new water recycling facility would be located in
the Aerated Lagoon and Oxidation Pond No. 1. To prepare the Aerated Lagoon and Oxidation
Pond No. 1 for construction, the following actions are needed:
The removal, drying and disposal of approximately 5,000 tons of sludge from the
Aerated Lagoon and Oxidation Pond No. 1.
Construction of a new pipeline to route influent wastewater around the Aerated
Lagoon and Oxidation Pond No. 1 into Oxidation Pond No. 2.
Installation of aerators in Oxidation Pond Nos. 2 and 3 for additional treatment of
influent wastewater.
Placement and consolidation of 250,000 cubic yards of imported fill into Oxidation
Pond No. 1.
Construction would require four separate contracts: 1) sludge removal, 2) pipeline
construction, 3) placement of imported fill, and 4) construction of water recycling
facility.
Given the amount of time and resources necessary to prepare the Aerated Lagoon and Oxidation
Pond No. 1 for construction, the City asked the question, Is it feasible to locate the facility on
Parcel A, along with the polishing treatment wetlands? If so, what are the implications? An
analysis conducted by the City concluded that constructing the new water recycling facility on
Parcel A is feasible. The cost for constructing the facility in Oxidation Pond No. 1 was
estimated at $72.91 million. The cost for constructing the facility on Parcel A is estimated at
$67.66 million, which is a savings of $5.25 million. On August 18, 2003, the City Council
considered the feasibility analysis and directed City Management to locate the water recycling
facility on Parcel A. A draft layout of the facility on Parcel A is shown on Figure 2. It is
proposed that approximately 40 acres be acquired by the City for the water recycling facility.
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History of Proposed Projects for the Water Recycling Facility
Envirotech Operating Services submitted the first proposed project for the new wastewater
treatment facility in 1988. The oxidation ditch facility proposed included continued use of the
existing aeration basins and secondary clarifier at the Hopper Street facility, with construction of
oxidation ditches, secondary clarifiers at the Lakeville Highway site. Tertiary treatment facilities
were not included. Since that time, project proposals included Montgomery United Water's
privatization proposal (January 1997), the Sonoma County Water Agency's proposal (March
1998), the Master Plan prepared by Brown & Caldwell (May 1999), Sonoma County Water
Agency's second proposal (April 2001), and the Water Recycling Facility described in Water
Recycling Facility Predesign Report (Carollo Engineers, November 2002). Table 1 summarizes
these proposals with respect to the following items:
Odor Control. Includes facilities to contain and treat odors generated by the
wastewater treatment facility.
Tertiary Treatment. Use of filters to remove fine suspended particles that remain in
the secondary effluent.
Grit Removal. Removal of grit, sand, gravel, cinders and other heavy solid materials
in the influent wastewater to protect moving mechanical equipment in the plant from
abrasion and abnormal wear and to reduce formation of heavy deposits in pipelines,
channels, conduits and storage /treatment ponds.
Oxidation Pond Storage. Needed to support the City's water recycling program and
comply with NPDES permit, which prohibits discharge of, treated effluent into the
Petaluma River from May 1 through October 20.
Upgrade Transfer Structures. Includes construction of structures that transfer effluent
between the oxidation ponds. Existing structures limit the amount of usable storage
volume in the oxidation ponds.
Algae Removal. Storage of effluent in the oxidation ponds is conducive to algae
growth. Removal of algae from the secondary effluent is necessary to prevent the
tertiary filters from plugging and fouling.
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SAwater resources & conservation \Wastewater \9012 \phase 2 \city council meetings\september 8 - 2003\agenda report - land acquisition.doc
Ammonia Removal. Removal of ammonia is needed to control the toxicity of the
effluent.
Solids Handling & Treatment. The 100 — 150 tons /month of biosolids contained in
the influent wastewater must be removed and treated prior to landfill disposal or
beneficial reuse. Facilities typically included digesters and dewatering units (belt
filter presses or centrifuges).
Class B Biosolids. Allows biosolids to be beneficially reused.
Tertiary Recycled Water. Production of tertiary recycled water in compliance with
Title 22 requirements will allow the City to expand its water - recycling program.
Recycled Water Storage. Allows tertiary facilities to operate at a steady rate, which
improves operation and reduces wear and tear. Storage also allows the City to
conduct maintenance on the facility without disrupting recycled water service.
Meet Anticipated Discharge Limits. It is anticipated that the permit discharge limits
for the new Water Recycling Facility will be more stringent than the current
requirements.
As shown on Table 1, the only project that includes all of the critical elements described above is
the Water Recycling Facility Project.
Construction Cost Comparison of Water Recycling Facility
How does the construction cost of the proposed Water Recycling Facility compare with other
recent wastewater treatment facility projects? Table 2 compares the capital cost of Petaluma's
Water Recycling Facility Project with the construction costs for wastewater treatment facility
projects recently constructed for the Napa Sanitation District, City of Roseville, City of
Brentwood, City of Benicia, and the City of Chico. With an estimated capital cost of $67.66M
and an annual average capacity of 8 mgd, the unit cost of Petaluma's Water Recycling Facility is
$8.46M /mgd. This is approximately 10% above the unit cost for projects constructed for Napa,
Brentwood, and Chico, and 20% less than the unit cost for wastewater projects in Roseville and
Benicia. Differences between the projects are described in Table 2.
0
SAwater resources & conservation \Wastewater \9012\phase 2 \city council meetings\september 8 - 2003\agenda report - land acquisition.doc
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Petaluma Marsh Acquisition, Enhancement and Access Project
The Petaluma Marsh Acquisition, Enhancement and Access Project includes the acquisition of a
mosaic of habitats along the Petaluma River and the restoration and enhancement of the tidal
marsh and riparian and upland habitat, and the completion of related studies. The acquisition,
planning and restoration efforts of this project will provide a diversity of habitats for shorebirds,
waterfowl, fish, amphibians, and plants cited in the Baylands Ecosystem Habitat Goals Project
as species in need of improvement. The project also includes 3.5 miles of trails, which would
serve as a continuum of the heavily used Petaluma Marsh and Shollenberger Park trails to the
north and west. The adjoining 2.6 miles of trail are owned and managed by the City, and are
used extensively by hikers, walkers, birders and joggers. Because of the views these trails afford
the Petaluma River, they were recently used as viewing areas by supporters of the racing regatta
held at the Petaluma Marina on April 27, 2003. The conceptual plan is shown on Figure 3.
The wide range of benefits provided by this project has attracted the interest of the State Coastal
Conservancy (Conservancy) and the Sonoma County Agricultural Preservation and Open Space
District (District). A key component of the overall project that further attracted the interest of
the Conservancy is the City's decision to include polishing treatment wetlands as an adjunct to
the City's water recycling facility.
Environmental Documentation
The City completed the Water Recycling Facility and River Access Improvements Draft EIR in
April 2002. This document analyzed potential environmental impacts from the Water Recycling
Facility Project and the River Access Improvements (Petaluma Marsh Acquisition, Enhancement
and Access). The City Council conducted noticed public hearings on the Draft EIR on May 13
and 20, 2002. The City completed the Water Recycling Facility and River Access Improvements
Final EIR and Response To Comments in July 2002. The City Council conducted a noticed
public hearing on the Final EIR on August 5, 2002. At that meeting, the City Council adopted
Resolution No. 2002 -135 "Certifying the Water Recycling Facility and River Access
Improvements Project Final EIR," and Resolution No. 2002 — 136 "Approving the Water
Recycling Facility and River Access Improvements Project, Adopting Mitigation Measures and
E
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Monitoring Program, and Setting Forth Specific Findings and Statement of Overriding
Considerations." This resolution also authorized City Management to pursue funding
opportunities for the Petaluma Marsh Acquisition, Enhancement and Access Project, including
opportunities with the State Coastal Conservancy and the Sonoma County Agricultural
Preservation and Open Space District.
Coastal Conservancy Action
Following City Council direction, the City submitted an application to the State Coastal
Conservancy for grant funding in Summer 2002. The Conservancy Board considered the
Petaluma Marsh Acquisition, Enhancement and Access project at a board meeting held in Napa,
California, on October 31, 2002, including a recommendation from Conservancy staff that the
Conservancy authorize the disbursement of $2 million to the City of Petaluma to acquire
Petaluma marsh property, and to construct, restore, plan and design on -site improvements. Many
letters in support of the project were submitted to the Conservancy, including letters from
Congresswoman Lynn Woolsey, Senator John L. Burton, Assemblymembers Patricia Wiggins
and Joe Nation, Carl Wong, School Superintendent, and James Rose, Dean of Instruction, Santa
Rosa Junior College. Senator Wesley Chesbro spoke in favor of the project at the October 31,
2002, board meeting, and urged the board to approve the project and the Conservancy staff's
recommendation. The Bay Institute and the San Francisco Bay Joint Venture also supported the
project. The Conservancy Board voted unanimously in support of the City's grant
request. Following City Council direction provided on June 2, 2003, City Management executed
a funding agreement with the Conservancy on June 13, 2003.
Sonoma County Agricultural Preservation and Open Space District
Following City Council direction, the City submitted an application to the Sonoma County
Agricultural Preservation and Open Space District for grant funding in Summer 2002. The
District's Advisory Committee toured the project site on August 16, 2002, and then considered
the project during a regular Committee meeting on September 3, 2002. At the conclusion of the
meeting, the Committee passed a resolution in support of the project.
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After receiving support from the Advisory Committee, the next step was to take the project to the
District's Authority Board. The Authority Board considered the project on October 24, 2002,
including a recommendation from District Staff that the District support the disbursement of
$2,006,000 to the City of Petaluma in support of the Petaluma Marsh Acquisition, Enhancement
and Access Project. As was the case with the Coastal Conservancy, many letters in support of
the project were submitted to the District, including letters from Senator John L. Burton and
Assemblymember Joe Nation. The District's Authority Board voted unanimously in support of
the City's grant request. The Sonoma County Board of Supervisors is scheduled to consider the
City's grant request at a board meeting on or after September 16, 2003.
It is proposed the City acquire approximately 40 acres for development of the water recycling
facility. The approximate location of this acreage is identified as "City Purchase" on Figure 4.
The remaining approximately 221 acres would be acquired through contributions from the
Conservancy and the District, and would include a conservation easement.
3. ALTERNATIVES:
Alternatives for this action include:
1. Introduce ordinance and subsequently adopt ordinance at a second meeting (currently
scheduled for September 15, 2003).
2. Take no action.
3. Take other action as directed by the City Council.
4. FINANCIAL IMPACTS:
The Conservancy has awarded a grant to the City in the amount of $2,000,000 for acquisition of
land' and improvements in support of the Petaluma Marsh Acquisition, Enhancement and Access
Project. The District's Authority Board unanimously supported the City's request of $2,006,000
in grant funding in October 2002. The Board of Supervisors is scheduled to consider the City's
request on or after September 16, 2003. As shown in Table 3, funding for acquisition of the Real
' Acquisition of Real Property considered by this Ordinance, plus two other properties. Ordinances supporting
acquisition of these other properties will be presented for City Council consideration at a later date.
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Property will be achieved through a combination of City funding in the amount of $2,233,000
and grant funding from the Conservancy and the District in the amount of $1,767,000.
Table 3
Funding for Purchase of Real Property
Entity
Contribution Amount
Grant Funding
Conservancy
$675,000
District
$1,092,000
Total
$1,767,000
City of Petaluma
$2,233,000
Total
$4,000,000
The City's contribution in the amount of $2,233,000 will be funded by Capital Improvement
Project No. 9012 — Water Recycling Facility. The FY 03 -04 budget for Project 9012 is shown in
Table 4. This budget includes $8 million for construction in FY 03 -04. The schedule now
anticipates construction beginning in approximately February 2005. It is proposed that the funds
for land acquisition in FY 03 -04 be transferred from line item 7012 — Construction into line item
7110 — Land Acquisition and that line item 7102 — Construction be reduced to $0 since no
construction is anticipated to occur in FY 03 -04. The proposed revised FY 03 -04 budget for
Project 9012 is shown in Table 5.
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TOTAL
Table 5
Project 9012 - Water Recycling Facility
REVISED FY 03 -04 Budget
USES (dollars in $000)
7105
General Fund Overhead
Table 4
Administration
7107
Planning /Environmental
7108
Design
Project
9012
- Water Recycling Facility
Land Acquisition
7111
Construction Management
7112
Construction
FY 03 -04 Budget
Community Outreach
7114
Contingency
4
2
60
Prior
Est.
4
- 78
3,080
375
USES (dollars in $000)
Years
02 -03 03 -04
04 -05
05 -06
06 -07
Total
7105
General Fund Overhead
$ 330
$ - $ 668
$ 1,152
$ 1,380
$ 1,095
$ 4,625
7106
Administration
4
2 60
4
4
4
78
7107
Planning /Environmental
3,080
375 90
50
-
-
3,595
7108
Design
800
3,500 4,000
-
-
-
8,300
7109
Legal Counsel
-
- -
-
-
-
-
7110
Land Acquisition
-
- -
-
-
-
-
7111
Construction Management
-
- 1,200
3,000
3,600
2,900
10,700
7112
Construction
-
- 8,000
20,000
24,000
19,000
71,000
7113
Community Outreach
-
- -
-
-
-
-
7114
Contingency
-
- 800
-
-
-
800
TOTAL
Table 5
Project 9012 - Water Recycling Facility
REVISED FY 03 -04 Budget
USES (dollars in $000)
7105
General Fund Overhead
7106
Administration
7107
Planning /Environmental
7108
Design
7109
Legal Counsel
7110
Land Acquisition
7111
Construction Management
7112
Construction
7113
Community Outreach
7114
Contingency
TOTAL
Prior
Est.
Years
02 -03
03 -04
04 -05
05 -06
06 -07
07 -08 Total
$ 330
$ -
$ 319
$ 400 $
1,000
$ 1,200
$ 800 $ 4,049
4
2
60
4
4
4
- 78
3,080
375
90
50
-
-
- 3,595
800
3,500
4,000
-
-
-
- 8,300
-
-
2,233
-
-
-
- 2,233
-
-
-
1,200
3,000
3,600
2,900 10,700
13
8,000 20,000 24,000 16,000 68,000
SAwater resources & conservation \Wastewater \9012 \phase 2 \city council meetings\september 8 - 2003\agenda report - land acquisition.doc
S. CONCLUSION:
Introduction and subsequent adoption of the Ordinance will engender the purchase of the Real
Property through City and grant funds, will support development of the Petaluma Marsh
Acquisition, Enhancement and Access Project, and development of the water recycling facility.
6. OUTCOMES OR PERFORMANCE MEASUREMENTS THAT WILL IDENTIFY SUCCESS OR
COMPLETION:
The outcome that will define success is the purchase of the Real Property, development of the
Petaluma Marsh Acquisition, Enhancement and Access Project, and development of the water
recycling facility.
7. RECOMMENDATION:
City Management recommends the City Council introduce the Ordinance Authorizing the City
Manager to execute all documents relating to the purchase of real property described as Sonoma
County Assessor's Parcel Nos. 068 -010 -026 and 017 - 010 -002, consisting of approximately
261.33 acres.
14
SAwater resources & conservation \Wastewater \9012 \phase 2 \city council meetings\september 8 - 2003\agenda report - land acquisition.doc
ORDINANCE
1 ORDINANCE NO. N.C.S.
3
4 Introduced By Seconded By
5
6
7
8
9
10 ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS
11 RELATING TO THE PURCHASE OF REAL PROPERTY DESCRIBED AS SONOMA
12 COUNTY ASSESSOR'S PARCEL NOS. 068 -010 -026 AND 017 - 010 -002, CONSISTING OF
13 APPROXIMATELY 261.33 ACRES
14
15
16 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS:
17
18 Section 1.
19 The City of Petaluma (City) is purchasing certain real property (Real Property) located in the
20 4000 block of Lakeville Highway in the unincorporated area of the County of Sonoma, at
21 Petaluma, California, more particularly described as Sonoma County Assessor's Parcel Nos.
22 068 - 010 -026 and 017 - 010 -002, consisting of approximately 261.33 acres, more or less, and the
23 improvements thereon consisting of a single family residence and out - buildings.
24
25 Section 2.
26 The 1989 Sonoma County General Plan identifies the Real Property as Land Extensive
27 Agriculture (LEA). The update to the Sonoma County General Plan (GP 2020) acknowledges
28 that the City's proposed use of the Real Property is of substantial public benefit and proposes to
29 amend the land use designation of the Real Property to Public Facilities (PF) and Public Quasi -
30 public (PQP) if the City acquires the Real Property,
31
32 Section 3.
33 The Real Property is owned by David Martinelli and Teresa Martinelli, Darrel Freitas and Nancy
34 Freitas, and the Shainsky Trust (Sellers).
35
r
36
37
S: \water resources & conservation \Wastewater \9012 \phase ?`.city council meetingstseptember 3 - 2003 \ordinance martineili purchase.doc
I Section 4.
2 The City is purchasing the Real Property for a necessary public purpose as a site for the
3 construction of a new water recycling facility and development of the Petaluma Marsh
4 Acquisition, Enhancement and Access Project, which includes, among other items, preservation
5 of open space and tidal wetlands, restoration of upland and riparian habitat, and extension of
6 existing marsh/river trails.
7
8 Section 5,
9 The City Council, on August 5, 2002, authorized City Management to seek grant funding from
10 the State Coastal Conservancy and the Sonoma County Agricultural Preservation and Open
11 Space District in support of the Petaluma Marsh Acquisition, Enhancement and Access Project,
12 including the acquisition to fee title to the properties located in the 4000 block of Lakeville
13 Highway in the unincorporated area of the County of Sonoma, at Petaluma, California, more
14 particularly described as Sonoma County Assessor's Parcel Nos. 068 - 010 -026 and 017- 010 -002,
15 consisting of approximately 261.33 acres, more or less, and the improvements thereon consisting
16 of a single family residence and out - buildings. The State Coastal Conservancy grant was
17 approved in the amount of $2,000,000 on October 31, 2002. The Sonoma County Agricultural
18 Preservation and Open Space District's Authority Board approved the grant in the amount of
19 $2,006,000 on October 25, 2002. The Sonoma County Board of Supervisors is scheduled to
20 consider the grant request on, or soon after, September 16, 2003.
21
22 Section 6.
23 City Management, in consultation with the Sellers, has prepared a draft purchase agreement,
24 which is included as Exhibit A
25
26 Section 7.
27 The City Manager is authorized to execute all documents related to this action of purchasing the
28 Real Property.
29
30 INTRODUCED and ordered posted this 8`h day of September 2003.
31
Rpt/River Plan /TPUlegislation \Grange purchase.doc
1
2
3
4
5
8
9
10
11
12
13
14
15
16
17
18
ADOPTED this 15th day of September 2003 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Gayle Peterson, City Clerk
David Glass, Mayor
APPROVED AS TO FORM:
Richard R. Rudnansky, City Attorney
'+Pt/River Plan/TPL legislation �Grange purchase.doc
EXHIBIT A
PURCHASE AND SALE AGREEMENT.-:TU...- ..... -..... _..
This Purchase and Sale Agreement ( "Agreement ") is entered into as of
, 2003, between, DAVID MARTINELLI and TERESA L. MARTINELLI,
husband and wife, DARREL FREITAS and NANCY FREITAS, husband and wife, and
SHAINSKY, SHAINSKY TRUST, (collectively "Sellers "), on the one
hand, and the CITY OF PETAL UMA, a public entity ( "Purchaser "). It is entered into and made
in consideration of each of the following Recitals:
RECITALS
A. Sellers are the owners of that certain real property ( "Real Property ") located in
the 4000 block of Lakeville Highway in the unincorporated area of the County of Sonoma, at
Petaluma, California, more particularly described as Sonoma County Assessor's Parcel Nos.
068 -010 -026 and 017 -010 -002, consisting of approximately 261.33 acres, more or less, as more
particularly described in the attached Exhibit A, and the improvements thereon consisting of a
single family residence and out - buildings.
B. Purchasers are purchasing the Real Property for a necessary public purpose as a
site, among other things, for the relocation and construction of a new water recycling facility and
attendant facilities, and for development of the Petaluma Marsh Acquisition, Enhancement and
Access project ( "Marsh Project "), which includes protection of the existing tidal marsh and open
space, restoration of upland and riparian habitat, and extension of the existing river /marsh trails;
the Real Property is to be used by Purchaser in conjunction with Purchaser's present ownership
and use of the adjoining property presently owned by Purchaser.
C. Sellers are in the process of assisting Purchaser to obtain a lot line adjustment
from the County of Sonoma of the two Assessor's Parcels Nos. 068 - 010 -026 and 017- 010 -002,
for the purpose of creating one parcel of approximately 40 acres, more or less, at the northerly
side of the real property bordering upon Lakeville Highway (the "Plant Site Parcel "). Once said
lot line adjustment is obtained creating the Plant Site Parcel, the balance of the Real Property
will be a single parcel of approximately 221.33 acres, more or less, used by Purchaser for a
necessary public purpose consisting, among other things, of polishing treatment wetlands, to be
used in conjunction with the water recycling facility, and public access to the Petaluma Marsh
(herein the "Wetlands Parcel ").
Purchase & Sale Agreement City of Petaluma / ivlartinelli, Freitas, Shainsk Page 1
D. Purchaser is in negotiations with the State Coastal Conservancy ( "Coastal
Conservancy ") and the Sonoma County Agricultural Preservation & Open Space District ( "Open
Space District ") for agreements to provide Purchaser's necessary grant funding ( "Funding
Agreements ") to assist in Purchaser's acquisition of some or all of the Real Property and the
development of the Marsh Project. Such negotiations are intended to include the grant of a
conservation easement in the Wetlands Parcel to the Open Space District and the Coastal
Conservancy.
E. Sellers are entering this Agreement under a threat of eminent domain by
Purchaser of the Plant Site Parcel.
F. There is evidence of possible contamination of the Real Property. It is the intent
of the parties that Purchaser acquire the property in an "as is" condition and assume
responsibility for any environmental contamination of the Real Property.
G. Sellers presently have two tenants on the Real Property; one in the single family
residence at 4104 Lakeville Highway, and the other ranching the Real Property. It is the intent
of the parties that Sellers shall cause such tenants to be removed from the Real Property by
December 1, 2003.
H. Purchaser desires to purchase and Sellers desire to sell the Real Property on the
terms and conditions in this Agreement.
IT IS, THEREFORE, AGREED THAT:
Section 1. Purchase and Sale.
(a) For good and valuable consideration, the receipt and adequacy of which are
acknowledged, Sellers agree to sell and Purchaser agrees to purchase the Real Property subject
to the terms and conditions in this Agreement.
Section 2. Purchase Price.
(a) The total purchase price for the Real Property shall be the sum of Four Million
($4,000,000) Dollars, allocated between the Plant Site Parcel and the Wetlands Parcel, as
follows:
Purchase And Sale Agreement City of Petaluma ! Martinelli, Freitas, Shainsky Page 2
(1) The purchase price for the Plant Site Parcel shall be Two Million Two
Hundred Thirty-Three Thousand ($2,233,000) Dollars;
(2) The purchase price for the Wetlands Parcel shall be One Million Seven
Hundred Sixty -Seven Thousand ($1,767,000) Dollars.
(b) The purchase price for the Plant Site Parcel of $2,233,000 is being paid by
Purchaser to Sellers under a threat of eminent domain by Purchaser for the Plant Site Parcel.
(c) The total purchase price of Four Million Dollars shall be paid by Purchaser to
Sellers in cash on the Close of Escrow as provided in this Agreement.
Section 3. Escrow.
(a) An escrow shall be opened to consummate the sale of the Purchased Property
pursuant to this Agreement at the office of Old Republic Title Company ( "Title Company "), 6
Petaluma Boulevard North, Suite A -2, Petaluma, California 94952 ( "Escrow Agent ") within five
(5) days from Sellers' acceptance of this Agreement. The parties shall deliver signed escrow
instructions to Escrow Agent within thirty (30) days of Sellers' acceptance. The instructions
shall not modify or amend this Agreement; provided, however, that the parties shall execute any
additional instructions requested by Escrow Agent in a manner consistent with the Agreement.
(b) Unless the parties otherwise mutually agree in writing to an extension, the escrow
shall close ( "Close of Escrow ") by November 21, 2003. In the event that the parties are not then
able to close escrow because of the failure of a condition to the Close of Escrow as set forth
herein, the parties hereby agree to extend the Close of Escrow, without other consideration, for a
period of ten (10) days from November 21, 2003. If further extension of the Close of Escrow is
necessary because of the failure of a condition to such close, the parties will discuss in good faith
a reasonable extension of the Close of Escrow (collectively the "Escrow Period ").
Section 4. Lot Line Adjustment
(a) Sellers, in cooperation with Purchaser, are in the process of obtaining a lot line
adjustment with the County of Sonoma of Sonoma County Assessor's Parcel Nos. 068 - 010 -026
and 017- 010 -002 to create an approximate 40 acre parcel, more or less, on the northerly end of
each said Assessor's Parcel abutting Lakeville Highway (the "Lot Line Adjustment "). The intent
of the parties is to reconfigure the two said Assessor's parcel numbers, thereby creating the Plant
Purchase & Sale Agreement City of Petaluma ! Martinelli, Freitas, Shainsk Page 3
Site Parcel and the Wetlands Parcel.
(b) Purchaser's responsibility to purchase the Real Property is conditioned upon its
receipt and approval of the terms and conditions of the Lot Line Adjustment creating the Plant
Site Parcel and the Wetlands Parcel.
(c) Sellers shall undertake all such acts and execute all such documents as reasonably
necessary to assist Purchaser in obtaining, in an expeditious fashion before the Close of Escrow,
the Lot Line Adjustment.
Section 5. Environmental Contamination
Purchaser and Sellers are aware of the potential of environmental contamination of the
Real Property as evidenced by a Phase I environmental site assessment of Brown & Caldwell in
September, 1997, and a Phase H investigation report of January, 1998. Sellers make no
assurances, representations or warranties concerning any environmental contamination of the
Real Property. Purchaser is purchasing the Real Property in an "as is" condition for such
purposes and in reliance upon its own investigation and analysis of any environmental
contamination. Purchaser shall assume responsibility for, pay and hold Sellers free and harmless
from any costs, expense or loss resulting from such environmental contamination.
Section 6. Sellers' Tenants
Sellers shall cause the tenants of the Real Property to vacate and be removed from the
Real Property, without cost or expense to Purchaser, on or before December 1, 2003, or the
Close of Escrow, whichever occurs first. Sellers represent that as of the date of this Agreement,
the rental house at 4104 Lakeville Highway is habitable. Sellers shall assume the responsibility
for, pay and hold Purchaser free and harmless from any cost or expense relating to the existence
or removal of such tenants and any damage to the property caused by such tenants during the
Escrow Period.
Section 7. rcc�sS
(a) Access to the Real. Property during the Escrow Period shall be given to Purchaser,
its agents, employees, or contractors during normal business hours upon at least one (1) business
day's notice to David Martinelli, at Purchaser's own costs and risk, for purposes of Purchaser's
inspection, investigation and review of the Real Property, including, if necessary, taking samples
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Page 4
t i
of the soil, conducting wetlands and special status species surveys, conducting property surveys,
and other activities in support of development of the water recycling facility and the Petaluma
Marsh Acquisition, Enhancement and Access project. Purchaser shall keep the Real Property
free of liens during the Escrow Period and shall indemnify and defend Sellers against and hold
Sellers harmless from all losses, costs, damages, liabilities, and expenses, including, without
limitation, reasonable attorney fees arising out of Purchaser's entry onto the Real Property or any
activity thereon by Purchaser or its agents, employees, or contractors prior to the Close of
Escrow except to the extent any such losses, costs, damages, liabilities, and expenses arise out of
the gross negligence or willful acts of Sellers. Any entry onto the Real Property by Purchaser or
its agents, employees, or contractors shall be at reasonable times. The provisions of this Section
shall survive the Close of Escrow.
(b) In addition to the provisions of Section 7(a), Purchaser and its agents, employees,
or contractors shall have the right, from the date of this Agreement until the Close of Escrow, to
contact any federal, state, or local governmental authority or agency to investigate any matters
relating to the Real Property. Sellers agree to cooperate reasonably with Purchaser and its agents,
employees, or contractors in the inspection of the Real Property and agree to deliver to Purchaser
all information in Seller's possession or control pertaining to the ownership and condition of the
Real Property, including engineering and environmental reports, studies, tests, monitoring
results, and related documentation.
Section 8. Sellers Cooperation With Funding Sources
Sellers shall undertake all such acts and execute all such documents as reasonably
necessary to assist Purchaser in obtaining, in an expeditious fashion before the Close of Escrow,
the Funding Agreements with the Coastal Conservancy and Open Space District and the grant of
a conservation easement to the Wetlands Parcel to the Open Space District and the Coastal
Conservancy.
Section 9. Title
(a) Immediately follov✓ir�g the executior. of this !^ greement by both parties, Purchaser
shall cause Title Company to issue to Purchaser (with a copy to Sellers) a preliminary report for
an ALTA Owner's Policy for the Real Property, setting forth all liens, encumbrances, easements,
restrictions, conditions, pending litigation, judgments, administrative proceedings, and other
matters affecting Seller's title to the Property ( "Preliminary Report"), together with copies of all
documents relating to title exceptions referred to in the Preliminary Report.
Purchase & Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsk Page S
(b) Purchaser shall approve or disapprove each exception shown on the Preliminary
Report within seven (7) days following receipt of the Preliminary Report. Purchaser's failure to
object within the seven (7) days period shall be deemed to be an approval of the Exceptions.
(c) If an Exception is disapproved (a "Disapproved Exception "), Sellers shall, within
thirty (30) days following expiration of the seven (7) day period provided under Section 8(b),
above, use its best efforts to cause each Disapproved Exception to be discharged, satisfied,
released, or terminated, as the case may be, of record, and in a form that is reasonably
satisfactory to Purchaser and Escrow Agent, all at Sellers' sole cost and expense. If Sellers are
unable to obtain a discharge, satisfaction, release, or termination within the period specified
above, or conclude that the cost of doing so is, in Sellers' sole discretion, too high, Purchaser
shall have the right to:
(i) waive the Disapproved Exception and proceed with Closing, accepting
title to the Property subject to the Disapproved Exception, or,
(ii) terminate this Agreement, in which event both Purchaser and Sellers shall
be relieved of all further obligation and liability to each other unless this
Agreement and all the funds and documents deposited with Escrow Agent
shall be promptly refunded or returned, as the case may be, by Escrow
Agent to the depositing party.
Section 10. Conditions of Escrow
(a) Purchaser's Conditions. The Close of Escrow and Purchaser's obligation to
purchase the Real Property pursuant to this Agreement are conditioned on:
(i) The conveyance to Purchaser of title to the Real Property, as evidenced by
a standard form California Land Title Association (CLTA) title insurance
policy, issued by Title Company, in the full amount of the purchase price,
subject only to the exceptions to title approved by Purchaser pursuant to
Section 9(b) and 9(c), above.
(ii) Purchaser's review and approval of the Lot Line Adjustment from the
County of Sonoma creating the Plant Site Parcel and the Wetlands Parcel.
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Pace 6
(iii) Purchaser's execution of Funding Agreements with the California Coastal
Conservancy and the Sonoma County Agricultural Preservation and Open
Space District.
(ivi) Sellers' removal of the tenants from the property.
(v) The approval by the City Council of the City of Petaluma of the entry of
this Agreement by Purchaser and its performance.
(vi) Sellers' performance of each obligation of Sellers under this Agreement.
Should any of the conditions specified in this Section 9(a) fail to occur before the Close
of Escrow, Purchaser shall have the right, exercisable by the giving of written notice to the
escrow agent and to Sellers, to cancel the escrow, terminate this Agreement, and recover any
amounts paid by Purchaser to Sellers or to the Title Company on account of the Purchase Price.
The exercise of this power by Purchaser shall not, however, constitute a waiver by Purchaser of
any other rights Purchaser may have against Sellers for breach of this Agreement.
(b) Sellers' Conditions. The Close of Escrow and Sellers' obligation to sell the Real
Property pursuant to this Agreement are conditioned on the performance by Purchaser of each
obligation of Purchaser under this Agreement, including, without limitation, Purchaser's
obligation to make payment described in Section 2 within the time period designated. Should
these conditions fail to occur, then Sellers shall have the right, exercisable by the giving of
written notice to Title Company and to Purchaser, to cancel the escrow and terminate this
Agreement.
Section 11. Prorations.
Title Company shall prorate the following costs at the Close of Escrow:
(a) Sellers shall pay:
(i) all governmental conveyancing fees and taxes due upon transfer of the
Real Property.
(b) Purchaser shall pay:
Purchase & Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsk Page 7
(i) the recording charges in connection with recordation of the Deed;
(ii) all charges in connection with issuance of a CLTA Standard Policy of
Title Insurance in the amount of the Purchase Price;
(iii) the escrow fee charged by Escrow Agent.
(c) Real Property taxes shall be prorated at the Close of Escrow based on the most
current real property tax bill available, including any additional property taxes that may be
assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow,
regardless of when notice of those taxes is received or who receives the notice. All installments
of any bond or assessment that constitutes a lien on the Real Property at the Close of Escrow
shall be paid by Sellers.
Section 12. Possession
Possession of the Real Property shall be delivered to Purchaser at the Close of Escrow.
Section 13. Brokers' Commissions.
Sellers and Purchaser each warrant to the other that no person or entity can properly
claim a right to a commission, finder's fee, or other compensation with respect to the transaction
contemplated by this Agreement.
Section 14. Disclaimer of Representations
and Warranties by Seller.
(a) There are no representations, agreements, arrangements, or circumstances, oral or
written, between the parties relating to the subject matter contained in this Agreement that are
not fully expressed in the Agreement, and Sellers have not made and do not make any
representation or warranty concerning any matter or thing affecting or relating to the Real
Property not expressed in this :5eement.
(b) Purchaser warrants that Purchaser is a sophisticated owner of real property,
familiar and experienced with requirements for the development of real property. Except for the
rental residence at 4104 Lakeville Highway, Purchaser has examined the Real Property, is
familiar with its physical condition, and accepts such Real Property in an as is condition. Except
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Page 8
as set forth in Section 6, above, Sellers have not made and do not make any representations as to
the physical condition of the Real Property.
(c) Purchaser has conducted or will conduct an independent investigation with
respect to zoning and subdivision laws, ordinances, resolutions, and regulations of all
governmental authorities having jurisdiction over the Real Property, and the use and
improvement of the Rea; Property, and Sellers have not made representations to Purchaser on
any of these matters.
Section 15. Damage and Destruction
(a) If any portion of the Real Property is damaged by earthquake, mudslide, fire,
release of or exposure to any Hazardous Substances, or any other casualty (other than any
damage caused by Purchaser or its employees, agents, or contractors) prior to the Close of
Escrow, such that the cost of fully repairing and correcting such damage is less than One
Hundred Thousand Dollars ($100,000.00), Purchaser and Sellers shall consummate this
Agreement , but the cash portion of the Purchase Price payable at the Close of Escrow shall be
reduced by an amount necessary to fully repair or correct any damage to the Real Property.
(b) If any portion of the Real Property is damaged by earthquake, mudslide, fire,
release of or exposure to any Hazardous Substances, or any other casualty (other than any
damage caused by Purchaser or its employees, agents, or contractors), prior to the Close of
Escrow, such that the cost of fully repairing or correcting such damage exceeds One Hundred
Thousand Dollars ($100,000.00), Purchaser may elect either (i) to terminate this Agreement
upon written notice to Sellers, in which event neither party shall have any further obligations
under this Agreement except as otherwise provided in this Agreement, or (ii) to proceed with the
purchase of the Property, in which event this Agreement shall remain in full force and effect, and
Sellers shall pay or assign to Purchaser (A) any amount due from or paid by any insurance
company or any other party as a result of the damage and (B) the amount of any deductible under
Sellers' insurance policy and/or the cost of repairing or correcting such damage not covered by
insurance shall be credited against the cash portion of the Purchase Price and shall reduce the
amount payav l C at %l GSC Go LS%r GL pursuant to Section .3 h ereGr, provided, however, that the
amount of any credit against the Purchase Price pursuant to this clause (ii) shall not exceed One
Hundred Thousand Dollars ($100,000.00).
/////
Purchase & Sale Agreement Citv of Petaluma / Martinelli, Freitas, Shainsk Page 9
Section 16. Condemnation.
(a) If, prior to the Close of Escrow, all of the Real Property is taken by eminent
domain, or is the subject of a pending taking which has not been consummated, Sellers shall
immediately notify Purchaser of the event. In this event, this Agreement shall be immediately
terminated. On termination of this Agreement, neither party shall have any rights or
responsibilities to the other. In this event, any escrow cancellation fees in connection with the
termination shall be shared fifty percent (50 %) by Purchaser and fifty percent (50 %) by Sellers.
(b) If, prior to the Close of Escrow, a material portion but not all of the Real
Property is taken by eminent domain, or is the subject of a pending taking which has not been
consummated, Sellers shall immediately notify Purchaser of this event. Purchaser shall then
have the right to terminate this Agreement by written notice to the Sellers delivered within ten
(10) business days after Purchaser's receipt of this notice, if Purchaser reasonably believes that
the portion of the Real Property subject to being taken would materially and adversely affect
Purchaser's intended use of the Real Property. If Purchaser elect not to exercise the right to
terminate pursuant to this Section, Sellers shall assign and deliver to Purchaser, and Purchaser
shall be entitled to receive, all awards, otherwise payable to Sellers, for the taking by eminent
domain. The parties shall proceed to the Close of Escrow pursuant to the terns of this
Agreement, without modification of this Agreement, except as necessitated by eminent domain
action, and without any reduction in the Purchase Price. If Purchasers terminate pursuant to this
Section, then neither party shall have any rights or responsibilities to the other. Any escrow
cancellation fees connected with this termination shall be shared fifty percent (50 %) by
Purchasers and fifty percent (50 %) by Sellers.
Section 17. Sellers' Covenants
Commencing with the full execution of this Agreement by both parties and until the
Close of Escrow:
(a) Sellers shall not permit any liens, encumbrances, or easements to be placed on the
Real Property, other than the Approved Exceptions, nor shall Seller enter into any a^reement
regarding the sale, rental, management, repair, improvement, or any other matter affecting the
Property that would be binding on Purchaser or the Real Property after the Close of Escrow
without the prior written consent of Purchaser.
(b) Sellers shall not permit any act of waste or act that would tend to diminish the
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Page 10
value of the Real Property for any reason, except that caused by ordinary wear and tear.
Section 18. Seller' Representations and Warranties
To the best of Sellers' knowledge, Sellers represent and warrant to Purchaser that as of
the date of this Agreement and as of the date of Close of Escrow:
(a) Leases. Except for the tenants described in Recital F and Section 6, above,
no leases, licenses, or other agreements allowing any third party rights to use the Property are or
will be in force.
(b) Litigation. There is no pending or threatened litigation, administrative
proceeding, or other legal or governmental action with respect to the Real Property,
Section 19. Authority of the Parties.
(a) Sellers warrant that this Agreement and all other documents delivered prior to ,or
at the Close of Escrow:
(i) have been authorized, executed, and delivered by Sellers;
(ii) are binding obligations of Sellers; and
(iii) do not violate the provisions of any agreement to which Sellers is a party
or which affects the Real Property, nor violate the provisions of the
Shainsky Trust, subject, however, to applicable
bankruptcy, insolvency, and other similar laws affecting the enforcement
of creditors' rights and to principles of equitable remedies.
(b) Purchaser warrants that this Agreement and all other documents delivered prior to
or on the Close of Escrow
(i) have been authorized, executed, and delivered by Purchaser;
(ii) are binding obligations of Purchaser; and
(iii) do not violate the provisions of any agreement to which each of the parties
Purchase & Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsk Page 11
is a party subject, however, to applicable bankruptcy, insolvency, and
other similar laws for enforcement of creditors' rights and to principles of
equitable remedies.
(c) The parties warrant that the persons executing this Agreement on their behalf are
authorized to do so, and on execution of this Agreement, this Agreement shall be valid and
enforceable against Purchaser or Sellers in accordance with this Agreement.
Section 20. Notices.
All notices to be given under this Agreement shall be in writing and either:
(a) Sent by certified mail, return receipt requested, in which case notice shall be
deemed delivered three (3) business days after deposit, postage prepaid in the United States
Mail,
(b) Sent by a nationally recognized overnight courier, in which case notice shall be
deemed delivered one (1) business day after deposit with this courier, or
(c) By telecopy or similar means, if a copy of the notice is also sent by United States
Certified Mail, in which case notice shall be deemed delivered on transmittal by telecopier or
other similar means provided that a transmission report is generated by reflecting the accurate
transmission of the notices, as follows:
City of Petaluma
Attn:
11 English Street
P.O. Box 61
Petaluma, CA 94952
Telephone: (707)
David Martinelli & Teresa L. Martinelli
Darrel Freitas & Nancy Freitas
Telephone: (707)
Shainsky
Shainsky Trust
Telephone: (707) Telephone: (707)
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Page 12
These addresses may be changed by written notice to the other party, provided that no
notice of a change of address shall be effective until actual receipt by the parties of the notice.
Copies of notices are for informational purposes only, and a failure to give or receive copies of
any notice shall not be deemed a failure to give notice.
Section 21. Attorney Fees.
. If either party commences an action against the other to enforce this Agreement, or
because of the breach by either party of this Agreement, the prevailing party in this action
whether or not brought to trial or final judgment, shall be entitled to recover attorney fees and
costs incurred in connection with the prosecution or defense of this action, including any appeal
of the action, in addition to all other relief. Prevailing party within the meaning of this Section
shall include, without limitation, a party who successfully brings an action against the other
party for sums allegedly due or performance of covenants allegedly breached, or that party who
obtains substantially the relief sought in the action.
Section 22. Entire Agreement
This Agreement and the documents referenced herein contain the entire agreement
between the parties to this Agreement and shall not be modified in any manner except by an
instrument in writing executed by the parties or their respective successors in interest.
Section 23. Severability
If any term or provision of this Agreement shall, to any extent, be held invalid or
unenforceable, the remainder of this Agreement shall not be affected.
Section 24. Waivers
A waiver or breach of covenant or provision in this Agreement shall not be deemed a
waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless
in writing and executed by the waiving party. An extension of time for performance of any
obligation or act shall not be deemed an extension of the time for performance of any other
obligation or act.
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Page 13
Section 25. Construction
The section headings and captions of this Agreement are, and the arrangement of this
instrument is, for the sole convenience of the parties to this Agreement. The section headings,
captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify
the terms and provisions of this Agreement. The singular form shall include plural, and vice
versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but
rather as if both parties have prepared it. Unless otherwise indicated, all references to sections
are to this Agreement. All exhibits referred to in this Agreement are attached to it and
incorporated in it by this reference.
Section 26. Merger
All of the terms, provisions, representations, warranties, and covenants of the parties
under this Agreement shall survive the Close of Escrow and shall not be merged in the Deed or
other documents.
Section 27. Counterparts.
This Agreement may be executed in one or more counterparts. Each shall be deemed an
original and all taken together shall constitute one and the same instrument. The execution of
this Agreement is deemed to have occurred, and this Agreement shall be enforceable and
effective only on the complete execution of this Agreement by the parties.
Section 28. Time of the Essence
Time is of the essence in this Agreement.
Section 29. Successors
This Agreement shall inure to the benefit of and shall be binding upon the parties to this
Agreement and their respective heirs, successors, and assigns.
Purchase And Sale Agreement City of Petaluma /Martinelli, Freitas, Shainsky Page 14
Section 30. Governing Law
This Agreement shall be governed and construed in accordance with California law.
Section 31. Offer and Acceptance
This Agreement as executed by Purchaser constitutes an offer to purchase the Real
Property on the terms and conditions contained in this Agreement. If Sellers fail to execute a
copy of this Agreement and return it to Purchaser by 2003 at 5 :00 p.m., this
Agreement shall be void.
The parties have executed this Agreement as of the date first written above.
SELLERS:
SELLERS:
SELLERS:
Purchase And Sale Agreement
David Martinelli
Teresa L. Martinelli
Darrel Freitas
Nancy Freitas
Shainsky
Trustee of the Shainsky Trust
City of Petaluma I Martinelli, Freitas, Shainsky
Page 15
PURCHASER
CITY OF PETALUMA
By _
Print Name
Title:
Purchase And Sale Agreement City of Petaluma / Martinelli, Freitas, Shainsky Page 16
EXHIBIT A
TO
PURCHASE AND SALE AGREEMENT
Property Description of AP Nos. 068 - 010 -026 and 017 - 010 -002
Purchase And Sale Agreement
City of Petaluma / Martinelli, Freitas, Shainsky
Page 17
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CONCEPTUAL PLAN
PETALUMA MARSH ACQUISITION,
WIN ENHANCEMENT AND ACCESS
CITY OF PETALUMA
SEPTEMBER 2003
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