HomeMy WebLinkAboutStaff Report 4.A 03/05/2012(i)
DATE:
March 5, 2012
TO: Honorable Mayor and Members of the City Council through City Manager
FROM`. Scott Brodhun, Assistant City Manager
SUBJECT: Introduction (First Reading) of an Ordinance Approving Purchase and Sale
Agreement Between Dale H. Vesterfelt and Alice M. Vesterfelt, Trustees, Dianna
Mae Corralejo, Trustee, and the City of Petaluma Regarding Real Property
Commonly Known as 431 Paula Lane (APN 019- 080 -009 & 010); And,
Introduction (First Reading) of an Ordinance. Approving Deed and Agreement
Between the City of Petaluma and Sonoma County Agricultural Preservation and
Open Space District Conveying a Conservation Easement Regarding Real
Property Commonly Known as 431 Paula Lane (APN 019- 080 -009 & 010).
RECOMMENDATION
It is recommended that the City Council Introduce two Ordinances; An Ordinance Approving a
Purchase and Sale Agreement for Real Property Commonly Known as 431 Paula Lane; and, An
Ordinance.Approving Deed and Agreement Between the City of Petaluma and Sonoma County
Agricultural Preservation and Open Space District Conveying a Conservation Easement
Regarding.. Real Property Commonly Known as 431 Paula Lane.
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 improvementsfor urban open space'projects and- recreation projects within or
near incorporated areas.
On September 11, 2006, the City Council adopted a resolution approving ,applications to the
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SCAPOSD Matching Grant Program for the acquisition of the Paula Lane property, McNear
Pens 2) ^and the Benson Property(pumpkin'patch). Subsequent.to that action, on
April 16, 2007, the City Council adopted a resolution approving a grant application to the
SCAPOSD Matching Grant Program for funds to develop East Washington Park. The Paula
Lane application was the only one of the_three acquisition proposals that-moved forward to the
application process because it had wil ling ;sellers and the other properties did not. Following
review of all applications by the <SCAPOSD the East Washington, Park development project was
recommended for a.gram award 6£$2';000,000, and the Paula Lane proposal was not
recommended for `funding.
Agenda'. Review:
w�
City Attorney Finance Director City Manager
On April21, 2008, the City Council adopted a resolution.approving three (3) grant applications
to the SCAPOSD'Matching Grant Program. The resolution authorized re- submittal of an
application for the Paula Lane property_acquisition; an application for the LaCresta. Ridge
acquisition; and, an application for additional funding for development of the East Washington
Park Project. Following SCAPOSD review and evaluationthePaula Lane application was
recommended for funding in the amount of $1,000;000; and the LaCresta Ridge application was
recommended for funding in the amount of $2,000;000. The East'Washington Park project was
not recommended for additional funding.
On December 7, 2009, the City Council approved a= resolution (Attachment 4) authorizing an
additional SCAPOSD Matching Grant Program application for the Paula Lane acquisition,
seeking supplemental funding thatwas thought necessary to complete the acquisition. While the
SCAPOSD did not forward a recommendation for funding, the,SCAPOSD Citizens Advisory
Committee did recommend a supplemental funding award of,up to $150,000, and subsequent to
that recommendation, the Board of Supervisors agreed to give additional consideration to
supplemental funding for the acquisition if it appeared:the funding, gap was approximately
$100,000 or less.
The request for supplemental fundingwas thought necessary because preliminary opinions of
value on the property appeared,to indicate a value between $1,600,000 and S2,250,000. Because,
the initial grant award was less than what was requested in the.application, it appeared the
acquisition had significant funding shortfall. An appraisal update was commissioned in 2010,
and approved by the SCAPOSD;in fall of 2010, identifying a fair market property value of
$1,050;000, reducing the funding.gap to,$50,000. The property owners, who have remained
willing sellers a t a
hroughoutthe granpplication process; began,expressing an interest in entering
into a Purchase: and Sale Agreement with the City and subsequent to a- number of meetings
agreed to negotiate the sale of the property for the appraised value.
The City and the property owners have negotiated a Purchase and Sale Agreement (Attachment
1, Exhibit A), which is contingent on City Council approval by ordinance and which was
forwarded to the SCAPOSD in September. Since that time the SCAPOSD has prepared the
necessary Conservation. Easement;(Attachment 2, Exhibit A), and the Matching Grant
Agreement (Attachment 3) with input and comment from City staff. The Grant Agreement
attachment, which the City Manager has been previously authorized to execute, is substantially
complete pending.. further discussion withTSCAPOSD (County) counsel. While`the previously
approved resolutions authorized the City Manager to execute necessary grant agreements, the
Charter requires that the acquisition of real property (the; purchase) and the 'sale' of real property
(the conservation easement to SCAPOSD) be accomplished.byOrdinance.
It is important to note that while the decline in the real ' e-state - market favorably impacted the
Paula Lane acquisition, the same condition had the opposite effect on the LaCresta Ridge
proposal. The LaCresta Ridge; acquisition and proposal, includes a provision for a significant
donation of land by the property owner. As conceived,, (he donated property comprises the
entirety ofthe required local match. However; under the current market conditions the property
owner, CalWater; is unable to provide the donatiowas originally contemplated. Additionally, the
East Washington projecGis designed and is shovel- ready, but remains on hold due to a lack of
sufficient funding. In accordance with SCAPOSD policy, the grant awards for the Paula Lane
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and LaCresta Ridge acquisition si must be ;expended.byDecember 6, 2014, and the grant award
for East Washington Park development expended`by December 6, 2016. Staff will continue to
work toward resolving the funding issues relative4o the LaCresta and East Washington projects.
While, the Paula Lane acquisition -is fundamentallya.City project, and the City will possess the
property in feetitle, a key component to pur'suing.the acquisition has been the project partnership
between the City and Paula Lane Action Network (PLAN),'who will provide the majority of the
required local matching funds through the contribution of labor; materials and project -and
program oversight over the life of the project. This project was initially identified in 2002 as a
potential Matching Grant- project. If has been a'high priority project for the City of Petaluma,
offering multiple community benefits while preserving upland habitat -, open space and rural
character. It is important to note'that the vast majority of work required in submittal of the grant
applications to date has been provided by PLAN.
DISCUSSION
The Paula Lane property is located atthe southwest intersection of Paula:Lane•and Sunset Drive,
in the unincorporated area just west of the City but within. the Urban Growth Boundary. It is an
11.22 acre site, comprise&oftwo,raw parcels, one of which has two single family residences.
The City's 2025 GP identifies the] 1.22.acre property as rural residential with a recreational trail
as part of the Petaluma Ring Trail.
The SCAPOSD will provide-the,funding necessary for acquisition of;theproperty, contingent on
the City granting a conservation easement in perpetuity to SCAPOSD. The City and its project
partner PLAN will manage and maintain the project as the required match to the SCAPOSD
grant. Management and maintenance responsibilities will be delegated from the City to PLAN
and a detailed management. agreement between the City and PLAN will be prepared and
presented for approval prior to close of escrow on the property purchase. Essentially, the
required grant match will include_, rental income from,two existing residences on the property,
and a variety of in -kind volunteer services provided by PLAN, including project implementation,
site maintenance and management; donations of cash and volunteer labor and additional fund-
raising and grant awards. The agreement will also require PLAN to establish and support a
project endowment to assist with maintenance in perpetuity.
TheTaula Lane Open Space acquisition, project will preserve a wildlife corridor; protect - habitat
provide passive recreation and public access, and feature community garden and outdoor
educational' programs'.: SCAPOSD.requires submission.of'a detailed workplan for the property
within ',sixmonths'of'close of escrow. The project improvements will be'finalized in the
workplan;�but-are envisioned to include.a public access3rail with wildlife viewing areas, living
fences and;hedge rows;,native teaching gardens and sustainable agriculture and community
gardening'. Project elements will be developed as funding is available; with the goal of a three -
year.implementation period. The detailed workplan wilPrequire additional CEQA evaluation
which will be conducted by the 'City and funded by,PLAN.
Following the recommended action by the City Council, there will be a second reading of the
two ordinances on March W_fi, It is then anticipated- that,SCAPOSD will bring the proposal to
the +Sonoma,County'Board of =Supervisors for consideration in April, including the request for an
41
additional. grant award of $50,000,(f&atotal award of$1,050,000). Once the Board of
Supervisors.approves the project, and absent any CEQA challeng'es'to the SCAPOSD actions
within a 30 ;day statute of limitations period after'SCAPOSD's notice of.use of a.CEQA
exemption for those actions, the SCAPOSD 'will transfer funding and escrow will close. The
grant award:'does not include closing,costs, estimated to be approximately`$3,500, however a
grant of $5,000 provided by the 'Sonoma County Fish.and Wildlife �Commission will cover such
costs.
FINANCIAL IMPACTS
The project budget is essentially made:up of the acquisition funding, provided by SCAPOSD, and
the match of planning, development, management and, riiaimeriance,costs, along with the
planning and coordination of educational programs. SCAPOSD 'will provide $1,050,000 in
funding to acquire the property' and the City` and its project and funding. partner PLAN will be
required to provide the match in project implementation ,.management,'maintenance and
oversight, and educational and ,community programming over the next .20.years. City
contributionto the match will be primarily derived from rental income on the property,
conservatively estimated to be $400,000 over the 20 year period, and will be used to support
project implementation and maintenance. The City's contribution to the match also can include
the value of staff time spent omproject rrianagement,,coordination,and oversight, estimated to be
approximately $66,000. PLAN has developed strategies to contribute to the required match
through donated materials and in-kind for project implementation, on -going and long-
term management, maintenance and-operations, as well as educational and community
programming. PLAN will contribute in -kind volunteer labor for project development and
implementation, as well as.project =and site management, together estimated to account for nearly
$700,000 of matching contribution. PLAN will obtain materials necessary for the project's
implementation and maintenance, estimated aVS500,000, and they have established funding
targets for creation =ofan additional:niaintenance support fund of $145;000, and an endowment
fund of $275,000. The latter two will be assembled as;a result of.grants, fundraising and pledges
of donations. The method of providing the matching contribution identified above has been
reviewed,and approved by SCAPOSD and the combination ofcontributions significantly
exceeds.that which is required' in the Matching Grant. Agreement.
ATTACHIVIENTS
1. Ordinance •Approving'Purchase ; and Sale, Agreement
Exhibit A— Purchase and Sale Agreement
2. Ordinance Approving Conservation Easement
Exhibit.A — Conservation, Easement Agreement
3. Draft Matching Grant Agreement
4. 2009 Staff Report and Resolution
q
ATTACHMENT 1
EFFECTIVE DATE ORDINANCE'NO: N.C.S.
OF ORDINANCE
Introduced by Seconded by
ORDINANCE OF THE CITY CO.UNCIL,OF'THE CITY OF PETA'LUMA APPROVING PURCHASE
AND SALE AGREEMENT; AS AMENDED, BETWEEN; DALE H. VESTERFELT AND ALICE M.
VESTERFELT, TRUSTEES, DIANNA.MAE CORRALEJO, TRUSTEE, ANDJHE CITY OF PETALUMA
REGARDINGAEAL PROPERTY COMMONLY KNOWN AS431 PAULA LANE (APN 019- 080 -009
AND'AP,N 019 - 080 -01)
WHEREAS, Section 46 of'the Charter of the City of Petaluma requires that actions for the
acquisition, sale or lease of reallproperty betaken by ordinance; and
WHEREAS; pursuant to Resolutions No. 2006 -160 N.C.S. ,and 2008 -068 N.C.S., the City of
Petaluma (City) submitted applicationsfo the Competitive,M:a.tching Grant Program (Program)
of the Sonoma County Agricultural Preservatiomand Open Space District (District) for matching
grant funds to be used in part for the'acquisitionof certain real property commonly known as
431 Paul Lane, County of Sonoma (APN 019 - 080 -0009 and APN.019- 080 -01) (the Property); and
WHEREAS, the City subsequently resubmitted the, application for grant funds for
acquisition of the Property to the Program for the 2009 -2010 Program cycle; and
WHEREAS, the'City has. been notified by District that Program funding in the amount of
$1,000,000 has been approved by the District, Board; of Directors for acquisition of the Property;
and
WHEREAS, the City has been notified by Districf that th&District'Board of Directors has
requested the ability to considerawarding an additional $50,000 in Program funding for
acquisition of'.the Property; and
WHEREAS, the City has.-negotiated a purchase and sale agreement between the City
and.DaleH. Vesterfelt and Alice M. Vesterfelt, Trustees, and Dianna,Mae Corralejo, Trustees
owners.of fhe,Property, in the amount of $1:,050,000 (Agreement), a copy of which is attached
as Exhibit A; and incorporated.herein by reference; and
WHEREAS, the City and 'the Pauld Lane Action Network (PLAN) are in the process of
developing.a work plan to operate and manage the Property as an open space preserve and
educational nature facility; and
WHEREAS, this.action is exempt from the California Environmental Quality Act (CEQA)
pursuant to title 14, Chapter ter 3.of the p California Code of Regulations (CEQA Guidelines),
including; but not!timited -to sections 15313 (Acquisitiorrof Land for Wildlife Conservation
Purposes), 15317 (Open Space Contracts or Ease ments),.and /or.15325 (Transfers of Ownership
Interest in Land: to Preserve Existing Natural Conditions).
NOW, THEREFORE, BE IT ORDAINED.BY THE COUNCIL OF THE CITY OF PETALUMA AS
FOLLOWS:
Section 1. The City Council approves the purchase and,sale agreement between the
City of Petaluma and Dale H: Vesterfelt and,Alice M. Vesterfelt, Trustees, and Dianna Mae
Corralelo, Trustee in the amounf+of $1,050,000 (Agreement), a copy.of which is attached as
Exhibit,A and incorporated herein, by'reference.
Section 2. The city manager is authorized and directed to execute the Agreement and
all other documents reasonably necessary to complete the purchase and sale, according to the
terms of the Agreement.
Section 3. If any section, subsection, sentence; 'clause, phrase or word of this ordinance
is for any reason held to be unconstitutional, unlawful or otherwise invalid by court of
competent jurisdiction or preempted bystate 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 anyone or more of said provisions be
declared unconstitutional, unlawful or:otherwise invalid.
Section 4. Tnisiordindnce shall become effective thirty (30) days after the date of its
adoption by the,Retaluma City Council.
?Section & The City Clerk,is hereby directed to publish or post this.ordinance or'asynopsis
forthe period and'in the manner provided by the City,Charter and any other applicable law.
INTRODUCED and order posted7published this day of 2012.
ADOPTED this day of 2012 by the'following vote;
AYES:
NOES:
ABSENT:
I
ABSTAIN:
David Glass, Mayor
ATTEST: APPROVED AS TO FORM:
Claire Cooper, CityClerk Eric Danly, City Attorney
1795724.1
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_Ia
EXHIBIT A TO ATTACHMENT I
FIRST AMENDMENT TO, PURCHASE AND,SALE,AGREEIVIENT
This First Amendment to P.urchase.and Sale Agreement ( "EirstAmendment ".) is made
and entered into:as of .e. ,_. 261Z6etween DALE'H. VESTERFELT and ALICE M.
VESTERFELT, Trustees of the 2000 Vesterfelt Family Trust dated November 1, 2000, as to an
undivided one-half interest; DIANNAMAE CORRALEJO, Trustee:ofthe Dianna M. Corralejo
Trust.dated August 1, 1995; as.to;an,undivided one -half interest (collectively "Sellers ") and the
CITY OF PETALUMA, a municipal corporation and charter city, ("Purchaser"). Sellers and
Purchaser are sometimes referred to hereafter as a "Party" or the "Parties."
RECITALS:
A. Sellers;andPurchaser entered into that certain Purchase:and Sale Agreement
( "Agreement ") !dated September 6, 2011, concerning the sale;and'purchase of real property
located at43'1 Paula Lane in,thiunincorporatediarea of the County °of Sonoma, at Petaluma
California, within the sphere-'of influence of the City of Petaluma, more particularly described as
Sonoma County Assessor's,Pdreel;Nos. 019- 080 -009 (10.10 acres) and 019- 080 -010 (1.12 acres),
and the, improvements thereon consisting'of two single family residences and outbuildings ( "the
Property "). 'The Propertyconsists of a total of U.22 acres;;moiv or'less, as more particularly
Exhibit A to the Agreement.
B.. Seller and Purchaser wish to amend the, terms'of the Agreementin the manner set
forth in this TirsbAmendment.
ACCORDINGLY, for, good and valuable consideration;receiptof which is hereby
acknowledged, Seller and Purchasevagree to.amend the Agreement as`follows:
I. Section 2(b)'"Escrow, "'of the - Agreement shall be amended to read in full as
follows:
(b)' Unless the Parties otherwise mutually agree in writing to an extension, the
escrow shall close ("Close of Escrow") omor before March 30, 2012. In the event
that the Parties are not.themable to clo'se;escrow, the Sellers may, but need not; agree
to extend the date, for Close of Escrow without.additional consideration.
1 Section 4(e), "Sellers' Tenants," of the Agreementshall be amended 'to r_ ead in
full:as follows:
(e) Upon..Close of Escrow, Sellers shall relinquish and assign to Purchaser all
right and iesponsibilities with'respect to tenancies and /or occupancies accepted by
Purchasenexcept as expressly- provided;herem. Sellers represent that the tenancy of
Stephen and /or'VincentFontano, aka Steve Fontano °and /or Vince Fontano, and all
others, claiming under them ( "FontanoTarties ") has'lieen terminated prior to the
execution of this Amendment, and the;Fontano P,arties,have vacated the Property.
Purchaser agrees that;Seller shall re.tain;all rights and obligations relating to the
tenancy of the Fontano Parties; including but not limited to receipt;of past -due rent, if
]2- 14 -11; '3 26PM;GE0RGE C. MARTINEZ
;4158921521 R 2/ 9
any, and that such rights'and obligations shall not be assigned or relinquished to
Purchaser. Upon Close of Escrow, Purchaser-nuty, at its election and without cost or
liability to Sellers, enter•into a'separate.agreerimeot with one: or more of the tenants
and/or occupants then on the Property and otherwise act as the owner of the Property
affecting such occupants, tenants and/or tenancies, subject'to applicable law.
3. Except as expressly amended herein, all provisions of the Agreement remain in
full force and effect.
The Parties have executed .this Amendment as of the datel first written above.
SELLERS:
Dated:- �`� -��
Dated: 12//'1 ///
Dated: J �X - / A - ( /
Alice M. Vesterfelt, Co- Trustee '
Dale H.` esterfelt; Co- Trustee
Co- Trustees, and any successor trustees, of the 2000 V esterfelt
Family Trust
Dianna Mae Corralejo,,Trustee
Trustee, and any successor trustee, of the Dianna M.
Corralejo Trust
PURCHASER: CITY OF PETALUMA
Print Name: John Brown
Title: City Manager
Dated:
M
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement ("Agreement") is entered into as of . G -;zw ,
2011 between DALE H. VESTERFELT and.AL' ICE M. VESTERFELT, Truste s of the
2000VesterfeltFamily Trust dated November 1, 2000, as to an undivided one -half
interest; DIANNA MAE CORRALEJO; Trustee of;the Dianna M. Corralejo Trust dated
August 1, 1995, as to an undivided one -half interest (collectively "Sellers ") and the CITY
OF PETALUMA, a municipal corporation and charter city ( "Purchaser "). Sellers and
Purchaser are sometimes referred to hereafter as a "Party" or the "Parties." This
Agreement is entered into in consideration of each of the following Recitals:
RECITALS
A. Sellers are the owners of two parcels of real property located at 431 Paula Lane in
the unincorporated area of the County of Sonoma, at Petaluma California, within the
sphere of influence of the City of Petaluma, more particularly described as Sonoma
County Assessor's Parcel Nos. 019- 080 -009 (10.10 acres) and 019- 080 -010 (1.12 acres),
and the improvements thereon consisting of two single family residences and outbuildings
( "the Property"). The Property consists of a total of 1.1.22 acres, more or less, as more
artiriilarly descriharl in flip gttarlied Exl7iNt A,
B. Purchaser is purchasing the Property to be developed as the Paula Lane Open Space
Preserve with public access amenities, educational opportunities and habitat restoration
and enhancement ( "the Project ").
C. Purchaser is negotiating with the Sonoma County Agricultural Preservation and
Open Space District ( "District ") to obtain grant funding necessary for Purchaser's
acquisition of the Property and implementation of the Project equal to or greater than One
Million Fifty Thousand Dollars ($1,050,000) ( "Grant Funding "). It is anticipated that the
Grant Funding will be conditioned upon Purchaser's grant to the District of a conservation
easement over the Property and Purchaser's acquisition of fee title to the Property.
D. Sellers presently have two tenants on the Property, each on a month to month rental
agreement:
E. Purchaser desires to purchase, and Sellers desire to sell the Property on the terms and
conditions in this Agreement, including but not limited to contingencies stated in Section 8
hereof.
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SELLERS AND PURCHASER THEREFORE AGREE:AS FOLLOWS:
Section 1. Purchase and. Sale.
For good and valuable consideration, the receipt and adequacy of which are
acknowledged, Sellers agree to sell and Purchaser agrees to purchase the Property,
contingent upon Purchaser's receipt of Grant Funding equal to or greater than One Million
Fifty Thousand Dollars ($1,050,000), execution of an operation and maintenance
agreement for the Project satisfactory to Purchaser between the Paula Lane Action
Network (PLAN) and Purchaser, execution of a grant administration agreement between
Purchaser, PLAN and District, and subject to the terms and conditions in this Purchase and
Sale Agreement (the "Agreement ").
Section 2. Purchase Price
The total purchase price for the Property shall be the sum of One Million Fifty Thousand
($1,050,000) Dollars, payable in cash at Close of Escrow.
Section 3. Escrow.
(a) Escrow shall be opened to consummate the sale of the Property pursuant to this
Agreement at Old Republic T.tle Company Att'», Jiwl1P Tamag 701 First Cyt. Petaliuma
CA 94952 ( "Escrow Agent ") within five (5) business days from Sellers' acceptance of thi's
Agreement. The Parties shall deliver signed escrow instructions to Escrow Agent within
thirty (30) calendar days of Sellers', acceptance. The escrow'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 ") on'or.before Decmi er 20, 2011. In the event that the
Parties are not then able to close escrow, the Seller may, but need not, agree to extend the
date for Close of.Escrow without-additional consideration.
Section 4. Sellers' Tenants
(a) Sellers represent that as of the date of thiss Agreement, the improvements on the
Property consist of two single family residences, which are not untenantable dwellings as
defined in Civil Code section 194;1 and are presently occupied. Sellers shall assume the
responsibility for and 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 up to and including Close of Escrow. In the event that costs or expenses
related to the existence or removal of tenants and /or any damage to the Property caused by
/ Page 2 of 16 11
'such; tenants exceeds $2,500; Sellers shall have the rightto d'ecline'to expend more than
$2;500 to remove tenants or correct said damage upon, written notification to Purchaser.
If Sellers so notify Purchaser, Purchaser shall have the right;to terminate this Agreement.
In the event of termination, both :Purchaser andiSe'llers shall be relieved of all further
obligation and liability to each other under this Agreement, and execute instructions
necessary to the refund and /or return. of all funds and documents deposited with Escrow
Agent, which funds and documents shall be promptly refunded or returned, as the case
maybe, by Escrow Agent to the depositing Party. Upon and after Close of Escrow,
Purchaser shall assume the responsibility for and hold Seller fee 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.
(b) Sellers representthat written agreements with regard_ to tenancy, or occupancy of the
Property exist with the following persons or entities:
Steve Fontam Vince Fontano
Steve Pedersen
.(c) Sellers representthat the following individuals:.pre"sently reside on the Property
vJthout a .written aUnrPc1 -lent: Heidi .Stevenson, Sadie and .Huxley, wife and children of
Steve Pedersen.
NONE.
(c) Sellers fartherxepresentthat no other individuals orentities than those disclosed
herein reside on and/orhold a tenancy interest in the Property.
(d) Within five (5) days of,execution of this Agreement, Sellers shall provide to
Purchaser copies of each and every document,'agreement and /or writing relating to an y
occupant and /or tenant ontheTroperty. Purchaser` shall "have ten (10) business days from
receipt of said documents to approve or disapprove said documents and/or any tenancy or
occupancy of the Property , disclosed in this Section. If Purchaser does not provide written
approval of said documents and /or all tenancy or occupancy of the Property within ten (10)
business days of receipt of said documents, the written agreements and /or documents and
all tenancies or occupancies of the Property shall be deemed approved by Purchaser. In the
event of disapproval of any written agreement or document relating to tenancy or
occupancy and/or any tenancy or occupancy of:the Property by Purchaser, Purchaser shall
have the risht to:
/ Ix,_ Page 3 of.l6 h
(i) Waive in writing the disapproved °document, agreement,; tenancy and /or
occupancy and proceed with Close of Escrow, accepting said document agreement,
occupancy or tenancy; or
(ii) Provide written notice to Sellers of Purchasers' intention to terminate this
Agreement.., The Sellers shall have fourteen (14) business days'from the date of
Purchasers' notice to modify or adjust agreements,; documents, tenancies or occupancies
that are subject to Purchasers' disapproval and provide written evidence of same to
Purchaser. Purchaser shall have ten.(10) business days from receipt of written evidence of
modified agreements, documents,.tenancies or occupancies to accept or reject such
modified agreements, documents, tenancies or occupancies. Failure of Purchaser to
provide Sellers with a written waiver. or acceptance of said modifications shall not be
construed as a waiver pursuant to subsection 4(d)(1), and shall terminate this Agreement.
In the event of termination of this :Agreement, both Purchaser and Sellers shall be relieved
of all further obligation and liability to each other under this Agreement, and execute
instructions necessary to the refun&and /or return, of all funds and documents deposited
with Escrow Agent, which funds - and documents shall be promptly refunded or returned, as
the case may be, by Escrow Agent, to the depositing Party.
(e) Upon Close of Escrow, Sellers shall relinquish and assign to Purchaser all rights and
responsibilities with respect to tenancies and /or: occupancies accepted by Purchaser. Upon
Close of Escrow, Purchaser may, at its election and without cost or liability to Sellers,
enter into a separate agreement with one or more of the tenants and/or occupants on the
Property and otherwise,act °as the owner of the 'Property affecting such occupants, tenants
and /or tenancies, subject to applicable law.
Section 5. Access and Inspection
(a) Access to the Property during•the escrow period shall be provided to Purchaser, its
agents, employees, or contractors during normal business,:hours upon at least two (2)
business day's notice to.Dale of Alice Vesterfelt, at-Purchaser's own cost and risk, for
purposes,of Purchaser's inspection, surveys-and other activities in support of evaluation of
the Property and /or implementation,of the Project, including,but not limited to a Phase I
environmental assessment and any further environmental assessment deemed necessary in
Purchaser's discretion. To the.extent,inspection involves occupied structures, Purchasers
shall notify Dale or Alice Vesterfelt at least four (4)'business; days prior to the requested
inspection and Sellers shall notify tenants in writing or as provided in Civil Code section
1954(d)(2) of the�date, approximate time, and purpose of any such inspection no less than
twenty -four (24) hours prior to the conduct of the inspection. Purchaser shall indefnnify
and defend Sellers against claims arising out of or related to Purchaser's entry onto the
Property or any activity thereon by Purchaser or its agents, employees or contractors,
including any waste caused thereby prior to the Close of Escrow unless such losses, costs,
-4 I.V Paee 4 of 16
dainages,liabilities and expenses arise out of the grosssnegligence or willful acts of Sellers
or, failure of Sellers to notify- tenants as required. The"provisions of this Section shall
survive the Close of Escrow.
(b) In, addition to the provisions in 'Section 5(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 governinental authority or agency to investigate any
matters relating to the Propertyias part of such inspection and environmental
assessment(s). Sellers agree,to cooperate reasonably with Purchaser and its agents,
employees or contractors in such contacts and the inspection of the Property and agree to
deliver to Purchaser any information in Sellers' possession or control pertaining to the
ownership and condition of the:Pro p erty, including engineering and environmental reports,
studies, tests, monitoring results, and related documentation.
(c) In addition to the Provisions in- ,Sections 5(a) and (b), Purchaser and its agents,
employees or contractors shall have the permission of Sellers to interact.with fire
prevention mowing entities fwJhe purposes of protection ofwildlife habitat areas on the
Property during annual fire preventi on. mowing Ahat shall occur in 2011 on the Property.
(d) Purchaser shall reject or accept all conditions disclosed by the inspections and
assessments provided for in this Section no later than forty five (45) days from the date on
which Purchaser is rot if ed "byDistrict'that Grant Funding has been approved by District.
Should Purchaser reject any condition of the Property disclosed by its inspection and /or
assessments, Purchaser has the rightto terminate this Agreement upon written notification
to Seller.
Section 6. Sellers' Cooperation with Funding Sources
Sellers shall cooperate with Purchaser and undertake such acts and execute such
documents as reasonably necessaryto. assist Purchaser in obtaining the Grant Funding
frorri.District.which is a condition precedent to Purchaser's performance:underthis
Agreement. Any such acts requested by Purchaser shall be at.Purchaser's expense and at
no cost or, liability to Sellers. 'Sellers shall execute the conservation casement only at close
of escrow.
Section 7. Title
'(a) Immediately following the execution_ofthis.Agreement, Purchaser shall cause to be
prepared and issuedto Purchaser (with a copy to Sellers) a CLT-A Preliminary Title Report
for the Property, setting forth all liens, encumbrances, easements, restrictions, conditions,
pending litigation, judgments, administrative proceedings, and other matters affecting
Pan 5 of 16
Seller's title to the Property ( "Preliminary Report"), together with copies of all documents
relating to title excerptions referred to in the Preliminary Report.
(b) Purchaser shall approve or disapprove all exceptions shown on the Preliminary
Report within ten (10) business days following receipt of the Preliminary Report.
Purchaser's failure to disapprove within the ten (10) business days shall be deemed an
approval of the Exceptions.
(c) If an exception is disapproved ("Disapproved Exception"), Seller shall, within thirty
(30) days following expiration of the ten (10) day period provided under Section 7(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, in a form that is reasonably
satisfactory to Purchaser and.Escrow Agent, all at.Sellers' sole cost and expense. If Sellers
are unable or unwilling 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 Close of Escrow,
accepting
Title to the Property subject to the Disapproved Exception; or,
(:i) I - iminate this -.r--
relieved In which event both Purchaser and Sellers shall be
relieved of all further obligation and liability to each other under this Agreement, and shall
execute instructions necessary to the refund and/or return of all funds and documents
deposited with Escrow Agent, which funds and documents shall be promptly refunded or
returned, as the case may be, by Escrow Agent to the depositing Party.
Section 8. Conditions of Escrow
The Close of Escrow and the obligations of each Party pursuant to this Agreement are
conditioned on:
a. The understanding that "as is" means the -Property is accepted by Purchaser in its
current condition with whatever physical defects inay currently exist, whether known to
any Party or not. However, the Parties acknowledge that Civil Code sections 1102 et seq.
require that a Real Estate Transfer Disclosure Statement (TDS) as specified in Civil Code
section 1102.6 be completed by Sellers. Sellers and Purchaser agree that the time limit for
Purchaser to reject, the TDS pursuant to Civil Code, section 1102.3 shall be extended to ten
(10) business days from either first- class mailing or hand delivery. Rejection of the TDS
shall terminate this Agreement. Failure to reject the TDS shall not waive or otherwise
affect any other inspection or °acceptance rights of Purchaser pursuant to other provisions
of this Agreement. Sellers will truthfully and fully complete the TDS form and deliver it
W ( 1 Page 6 of 16 16
to Buyer as soon as possible, but in no event more than 21 days from the date of execution
of this agreement.
b. Notification by Purchaser to Sellers in writing within forty -five (45) days of the
execution of this Agreement that Purchaser has received notification from the District that
the Grant Funding has been approved by District. If Purchaser fails to so notify Sellers
within forty -five (45) days of the execution of this Agreement, Sellers may, at Sellers'
exclusive option, terminate this Agreement by giving written notification of such
termination to Purchaser.
C. Purchaser's approval of all inspections and assessments conducted by Purchaser
pursuant to Section S above and removal in writing of this condition precedent no later
than forty -five (45) days from the date on which Purchaser-is notified by District that the
Grant Funding has been approved by District.
d. Conveyance to Purchaser of title to the 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 7(b) and 7(c); above.
e. In addition to Purchaser's approval or disapproval of title exceptions, as set forth
herein, Purchaser's determination that there have not been, prior to close of escrow, any
liens or encumbrances of any kind placed on the Property by any third party not within
Purchaser's control which are not acceptable to Purchaser.
f Purchaser's receipt of the Grant Funding and approval of necessary grant agreements
by resolution of the City Council of the City of Petaluma and by - District.
g. City Council approval by resolution of an operation and maintenance agreement.for
the Project between Purchaser and the Paula Lane Action Network (PLAN) no later than
sixty (60) days from the date on which Purchaser is notified by District that the Grant
Funding has been approved by District.
It. City Council approval by resolution of a written grant administration aareement
between Purchaser, the District and PLAN no later than sixty (60) days from the date on
which Purchaser is notified by District that the Grant Funding has been approved by
District.
i. City Council. Approval of this Agreement by ordinance no later than sixty (60) days
from the date on which Purchaser is notified by District that the Grant Funding has been
approved by District.
Pale 7 of 16
III, I /„�� /% �,,,�_ - 1b
Section 9. Prorations
Title Company shall prorate the following costs:.at the Close of Escrow:
(a) Sellersshall pay:
(i) Documentary transfer tax due upon transfer of the Property.
(b) Purchaser shall pay:
(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 total Purchase Price;
(iii) The escrow fee charged by Escrow Agent.
(c) Property taxes shall be prorated at Close of Escrow based on the most current
property tax bill available, but proration shall include any additional property taxes that
may be assessed up to but not Joinger than one year after Close of Escrow which relate to a
period prior to Close of Escrow, regardless of when notice of those taxes is received or
who receives the notice. v
(d) Sellers represent and warrant that as of execution of this Agreement by Sellers there
are, to their knowledge, no bonds or assessments that constitute a lien upon the Property
+r +h n � .sclose in the I lel urinary Title Search and any Residential Property
othc, t a. as d' d.
Disclosure Reports in regard to the Property. In the event that there are any bonds or
assessments imposed as alien upon the Property other than as disclosed in the Preliminary
Title Search and any Residential Property Disclosure Reports in regard to the Property,
unless the pro -rated portion is,fully paid by Sellers, Purchaser may, at its discretion, close
escrow and take title subject to such bonds or assessments, or elect not to close escrow and
terminate this Agreement.
Section 10. Possession
Possession of the Property shall be delivered to Purchaser at Close of Escrow.
Section 11. Real Estate Representation and Commission
Sellers are exclusively represented by Listing Agent Vonne Irish. Seller's obligation to
pay any real estate commission' is,governed by Seller's separate agreement with Listing
Agent and /or Listing.Agent's broker and is the sole responsibility of Seller. Seller agrees
that its obligation to pay a.Listing Agent and/or broker commission shall be satisfied solely
by Seller as part of Close of Escrow.
% Page 8 of 16
C14-211 - Ti
Section 12. Disclaimer of Representations and Warranties by Sellers
(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 thinz affecting or relating to the
Property not expressed in this,.Agreement.
(b) Purchaser warrants that Purchaser is familiar and experienced wish ownership of
real property for public purposes. Purchaser's rights to, examine the Property, its physical
condition, and approve or accept the Property in an "as is" condition are subject to the
conditions and provisions set forth in this Agreement.
(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 Property, and the use and
preservation of the Property; and Sellers have not made representations to Purchaser on
any of these matters.
Section 13. Sellers' Covenants
Commencing with the full execution of this Agreement by both parties and until the Close
of Escrow:
(a) Sellers shall not pen-nit any liens, encumbrances, or easements to be placed on the
Property, other than the approved exceptions, nor shall Seller enter into any agreement
regarding the sale, rental, occupancy, management, repair, improvement, or any other
matter affecting the Property that would be binding on Purchaser or the 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 value
of the Property for any reason, except that caused by ordinary, wear and tear.
Section 14. Sellers' Representations and Warranties
To the best of the 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) Except for the tenants and /or occupants described in Recital E and Section 4 above,
no leases, licenses, or other agreements allowing any third party right to use the Property
are or will be in force.
}, , 1 ( Page 9 of 16 0
(b) There is no pending or threatened litigation, administrative proceeding, or other
legal or governmental action with respect ct to the Property. Sellers reserve their rights to
evict any tenant or occupant of the Property and/or collect all obligations due from said
tenant(s) or occupants prior to close of escrow.
Section 15. 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 prior in time to which Sellers
are a party or which affects the Property, nor violate the provisions of the 2000 Vesterfelt
Family Trust (with Dale.-H. Vesterfelt and Alice M. Vesterfelt Trustees) or the Dianna M.
Corralejo Trust (with Dianna Mae Corralejo as Trustee), subject, however, to applicable
bankruptcy, insolvency, and other'similar laves 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 prior in time to which
Purchaser is a party subject, however, to applicable bankruptcy, insolvency, and other
similar laws for enforcement of creditors' rights and to principles of equitable remedies.
Section 16. 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 (I) business day after deposit with this courier, or
`• I /' Page 10 of 16 1A1
(c) By facsimile, email or similar means, if a_copy'ofthe,_notice is also sent by United
States Certified Mail, in which case notice shall be „deemed delivered on transmittal by
facsimile email or other similar mean§ provided that a transmission report is generated by
reflecting the accurate transrriission'of'the notices, as follows:
PURCHASER:
City of Petaluma
City Manager
11 English Street
Petaluma, CA 94952
Telephone: (707) 778 -4360
Facsimile: (707) 778 -4554
WITH COPY TO:
Leslie A. Thomsen
Meyers Nave
401 Mendocino Avenue, Suite 100
Santa Rosa, CA 95401
Facsimile: 707 545.6617
lthomsen @meyersnav e. com
SELLERS:
Dale H. and Alice M. Vesterfelt as Co- Trustees of the 2000 Vesterfelt Family Trust
14654 Acacia Street
San Leandro, CA 94579 -1250
Dianna Mae Corralejo` as Trustee of the Dianna M. Corralejo Trust
14642 Acacia Street
San Leandro, CA 94579 -1250
WITH COPY TO:
George Martinez, Esq.
Law Offices of George Martinez
910 Deer Island Lane
Novato, CA 94945
These addresses” may be changed by written notice to,the other Party, provided that the
notice of a change of address shall not be effective until actual receipt by the Parties,of the
7 Pale I 1 of 16
U,/ ✓irr.✓ �� L
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 fail "ure'to give notice.
Section 17. Attorney Fees
If either Party commences an action againstthe other to interpret or enforce this
Agreement, or because of the breach by Party of this Agreement, the prevailing
Party in this action whether or. not,broughtto trial or final • judgment, shall be entitled to
recover reasonable 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 18. Entire Agreement
This Agreement, including the exhibits attached hereto and incorporated herein, constitutes
the entire agreement between the Parties with respect to the:Property, and supersedes all
prior agreements or understandings, negotiations or discussions, oral or written, between .
the Parties m this regard. This Agreement shall not be modified in any manner except by
an instrument in writing executed by;the Parties or their respective successors in interest.
Section 19. Severability
If any tern or provision of this Agreement shall, to. an_ y ex_ tent, be held invalid or
unenforceable,
the remainder of this Agreement shall not be affected.
Section 20. 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.
Section 21. Construction
The section headings and captions of this Agreement'are, and the arrangement of this
Page 12 of 16
instrument is, for the sole convenience of the Parties fo this Agreement. The section
headings_, captions, and arrangement of this- ,irnstrume_nt do not in any way affect, limit,
amplify, or modify the terms and provisions of'thi's Agreement. The singular form shall
include plural, and vice versa. Notwithstanding Civil Code Section 1654 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'indiaated, 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 22. Merger
All of the terms, provisions, representations, warranties, and covenants of the Parties
pursuant to this Agreement shall survive the Close of Escrow and shall not be merged
in the Deed or other documents.
Section 23. Counterparts
This Agreement may be.executed'in- one or more counterparts, duplicate copies or
facsimile copies. Each shall be deemed' an original and all taken together shall constitute
one and the same instrument. The execution of this.Agreementis deemed to have
occurred; and this Agreement. shall be enforceable and effective only on the complete
execution nfthic Agreement by the Parties.
Section 24. Time of the Essence
Time is of the essence in this Agreement.
Section 25. Successors
This Agreement shall inure to the benefit of and shall be binding upon the Parties to this
Agreement and their respective heirs, personal representatives, successors, and assigns.
Section 26. Governing,Law
This Agreement shall be governed and construed in accordance with California law.
Venue for any action relating to this Agreement shall be in'Sonoma County, California.
Section 27. Tax Deferred' Exchange
In the event that'Sell,ers wish to enter into a tax deferred exchange or tax deferred transfer
of the property, Purchaser agrees to reasonably cooperate with
Sellers in connection with
Paee 13 of'] 6
such exchange or transfer and execute such documents as- may reasonably be necessary to
complete the exchange provided, however, that:
(a) The exchange or transfer will not cause a delay to the close of escrow;
(b) All additional costs in connection with the fax deferred exchange or the tax deferred
transfer will be borne by the Sellers requesting the exchange or transfer;
(c) Purchaser will not be obligated to execute any note, contract, deed or other
document which would create a liability to Purchaser. Sellers shall assume the
responsibility for, pay, indemnify and hold Purchaser free and harmless from any damage,
loss or liability which is asserted or claimed against it on account of the Sellers' tax
deferred exchange or tax deferred transfer.
The Parties have executed this Agreement as of the date: first written above.
SELLERS:
Dated:
Alice
esterfelt, Co- Trustee
Dale H. Vesterfelt, Co- Trustee
Co- Trustees, and any successor trustees; of the 2000 Vesterfelt
Family Trust
Dated: - l
Diana Mae Corralejo, Trustee
Trustee, and any successor trustee, of the Dianna M. Corral ejo
Trust
Dated: ' ? ///
PURCHASER: CITY OF PETALUNLA
Page 14 of 16 0
By:..
Print .Name: John Brown
Title: City Manager
Dated: 0-36,4J.G . & zl f
ATTEST:
City Clerk
APPROVE AS TO FORM:
a
City Attorney
APPROVED:
Departi en Director
APPROVED:
N /k
Risl Manager
APPROVED:
6nice =Director
�,�,�� Page 15 of 16 !��
EXHIBIT A
TO
PURCHASE AND SALE AGREEMENT
Leal Description
The land referred to herein is.situated'in the State of California. County of Sonoma,
UNINCORPORATED AREA, as described as follows:
BEGINNING AT THE SOUTHEASTERLY CORNER OF THE PAULA TRACT, SAID POINT OF
BEGINNING BEING IN THE MIDDLEOF THE PAULA LANE SO- CALLED; THENCE ALONG
THE MIDDLE OF SAID LANE,THE;EASTERLY BOUNDARY'OF,SAID TRACT, NORTH 13
3!4 DEGREES EAST, 8.93 CHAINS TO THE MIDDLE OF A LANE; THENCE LEAVING THE
FIRST, AND .ALONG THE MIDDLE OF THE LAST MENTIONED LANE, NORTH 75° 08'
WEST, 12.58 CHAINS; THENCE`LEAVIN.G SAID LANE, SOUTH 150 20 "WEST- 8.75
CHAINS TO THE SOUTHERLY` BOUNDARY OF THE AFORESAID PAULA TRACT; AND
THENCE ALONG SAID BOUNDARY, SOUTH 740 15' EAST, 1'2.82 CHAINS TO THE
PLACE OF BEGINNING.
SAVING AND EXCEPTING THEREFROM: THAT CERTAIN FORTY FOOT STRIP OR LAND
DESCRIBsED.IN THE DEED FROM .iOH N PAULI AND MARY PAULI, HIS WIFE, TO ELLEN
LOUISE FERGUSSON. DATED OCTOBER 19,
1895, AND;REGORDED OCTOBER 26, 1895
IN LIBER 162 OF DEEDS, PAGE 152, SONOMA COUNTY RECORDS.
ALSO EXCEPTING THEREFROM ALL THAT PORTION -LYING SOUTHERLY OF THE
NORTHERLY LINE OF THE MAP OF FULTON TRACT FILED MARCH 11, 1893 IN BOOK
10 OF MAPS, PAGE I,.IN THE SONOMA COUNTY RECORDERS OFFICE.
APN: 019 - 080 -009 & 010
1694750.10
END OF DOCUMENT
Page 16,of 16 pt�j
r %rv.�/ d•
EFFECTIVE DATE ORDINANCE`NO. N.C:S.
OF ORDINANCE
Introduced by
Seconded by
ATTACHMENT 2
ORDINANCE OF THE CITY COUNCIL,OF THE CITY'OFI PETALUMA APPROVING DEED AND
AGREEMENT BETWEEN THE CITY'OF PETALUMA AND'THE SONOMA.COUNTY AGRICULTURAL
PRESERVATION AND OPEN SPACE DISTRICT CONVEYING ,X CONSERVATION EASEMENT
AND ASSIGNING DEVELOPMENT RIGHTS REGARDING REAL PROPERTY COMMONLY
KNOWN AS 431 PAULA LAN E'! [APN '079- 080 -009 AND APN 019- 080 -01)
WHEREAS, Section 46 of the Charter of the City of Petaluma requires that actions for the
acquisition, sale or lease of real property be taken by ordinance; and
WHEREAS, pursuant to Resolutions No. 2006 -160 N.C.S. and 2008 -068 N.C.S., the City of
Petaluma (City) submitted applications to the Competitive Matching Grant Program (Program)
of the Sonoma County Agricultural Preservation and Open'Space District (District) for matching
grant funds to be used in partifor the acquisition of certain real property commonly known as
431 Paul Lane, County of Sonoma (APN 019- 080 -0009 and APN 019- 080 -01) (the Property); and
WHEREAS, the Cify' subsequently resubmitted the application for grant funds for
acquisition of the Property to the Program for the2009 -2010 Program cycle; and
WHEREAS; the City'has been.notified by District that Program funding in the amount of
$1,000,000 has been approved by the District Board of Directors for acquisition of the Property;
and
WHEREAS, the City has been notified by District that the District Board of Directors has
requested the ability to consider awarding an additionall$50,000 in.Program funding for
acquisition of the Property; and
WHEREAS; the City has negotiated a purchase and sale agreement between the City
and Dale H. VesterfelT and Alice M. Vesterfelt, Trustees, and Dianna Mae Corralejo, Trustee,
owners of the Property, in the amount of $1,050,000 (Agreement); and
CLr
WHEREAS, the City Council has `ihtroduced "an ordinance approving the Agreement; and
WHEREAS, mcondition of District's Program funding is arequirement to convey to District
a Conservation Easement over the Property -and toassign to District development rights over the
Property; and
WHEREAS, the City has negotiated the terms of,a Deed and Agreement 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), a copy of which is attached hereto as Exhbit.A and incorporated herein by
reference;. and
WHEREAS, the Agreement requires the City to complete the purchase and sale of the
Property and grant of the Conservation Easement over the Property through an joint escrow
transaction; and
WHEREAS, the City and the Paula Lane Action Network (PLAN) are in the process of
developing a work plan to-operate and manage the Property as.an open space preserve and
educational nature facility; and
WHEREAS, this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to title 14, Chapter 3 of'the California Code of Regulations (CEQA Guidelines),
including but not limited to sections 15313 (Acquisition of Land for Wildlife Conservation
Purposes), 15317 (Open Space Contracts or Easements), and /or 15325 (Transfers of Ownership
Interest in Land to Preserve Existing Natural Conditions).
NOW, THEREFORE, BENT ORDAINED•BY THE COUNCIL OF THE CITY OF PETALUMA AS
FOLLOWS:
Section 1. The City Council approves the execution of the Deed and Agreement
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), a copy of which is attached as Exhibit A and incorporated herein by
reference.
Section 2. The city manager is authorized and directed to.execute the Conservation
Easement and all other documents reasonably necessary to implement the escrow for transfer
of the Conservation Easement.
Section 3. If any section, subsection, sentence;: clause, phrase or word 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
�1
and all provisions thereof irrespectiveof the fact that any one or more of said provisions be
declared unconstitutional, unlawful , or otherwiseJhvalid.
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 synopsis
for the period and in the manner provided.by the City'Chdrterand any other applicable law.
INTRODUCED and order posted /published this day of 2012.
ADOPTED this day of 2012 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Cloire,,Cooper, City Clerk
1796072.1
[Name] , Mayor
APPROVED AS TO FORM:
Eric Danly, City Attorney
I
EXHIBIT A TO ATTACHMENT 2
RECORDING REQUESTED BY AND RETURN'TO:
Clerk 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.
CITY OF PETALUMA
AND
THE SONOMA COUNTY AGRICULTURAL: PRESERVATION
AND OPEN SPACE DISTRICT
CONVEYfNG A CONSERVATION EASEMENT
AND
ASSIGNING DEVELOPMENT RIGHTS
CITY OF PETALUMA ("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 etseq. ( "DISTRICT "), agree as follows:
RECITALS
A. GRANTOR is the owner -in -fee simple of that certain realproperty located in Sonoma .
County and more particularly described in Exhibit A, attached hereto and incorporated herein by
this reference ( "the Property ").
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 oftheir 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'm conformance with the- Authority's voter approved Expenditure. Plan. In
2006, the voters "ofSonoma County approved an extension of the transaction • and use tax and an
update of the Expenditure Plan. The DISTRICT's acquisition program remains in full
compliance with: that updated voter - approved. Expenditure Plan.
Paula Lane conservation. easement
November 28, 2011
0
C. On [D�,ate], DISTRICT's Board of Directors; pursuant to Government Code section 65402
and Sonoma County Ordinance:No. 5180;,detetmined, by its Resolution No. [1Vumber•]; that the
acquisition'of a conservation easement over the Property was consistent with the Sonoma County
General Plan (specifically the Plan's AgriculturaLResources and Open Space Elements) because;
(1) habitat _for multiple wildlife, species °will be-protected; (2) a wildlife corridor for movement
and connectivity will be preserved; (3)'agricultural activities will.be "supported; (4) opportunities
for passive recreational enjoyment and outdoor education related to agriculture, and wildlife
habitat restoration and enhancement will be provided; and (5) the Property's primarily
undeveloped character -is an. important open space resource; contributing to the county's rural
character: By.thatsame resolution, therDISTRICT's Board of Directors determined that its
funding of the Project,is consistent with the voter - approved Expenditure Plan.
D. DISTRICT has the authority ta;acquire conservation easements by virtue of Public
Resources Code section 5540 and possesses the ability and intentto enforce the terms of this
Easement.
THEREFORE, in consideration ofthe foregoing.recitations and ofthe mutual covenants, terms;
conditions, and restrictions hereiniset forth and other valuable consideration receipt of which is
hereby acknowledged, GRANTOR and DISTRICT•agree as follows:
EASEMENT
PARYONE: 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 to 816; inclusive,..GRANTOR:hereby grants to DISTRICT
and DISTRICT accepts a conservation easement over 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 is located in'Petaluma's western hills, and is
primarily composed of annual grasslands. Critical resources on the Property (collectively "the
Conservation Values "), include natural resources,'open:space, recreation and education, and
agriculture. These include, but are not limited to the following:
2.1 Natural Resources. The Property consists of annual.gmsslands, with several mature oaks,
and an east -west swale' with wetland characteristics ,that'allprovide`.upland habitat and foraging
for multiple species. The Property is,part of a_critical wildlife. movement area.connecting the
southwest Petaluma area to the north and northwest of Petaluma; in proximity to Marm Creek.
Special- status species known to use the Property at the time of the conservation easement
acquisition include American Badger'(Taxidea tafus), a: California Species of Special Concern.
The Property is.also important for numerous other wildlife species, including resident and
.migratory avian species that.use the Property as a migratory, wintering. area. 'These resident and
migratory avian species include the following special - status species:- Allen's and Rufous
2 Paula Lane conservation easement
November 28, 2011
R)
Hummingbirds, Sharp - shinned Hawk,, White - tailed Kite,, Cooper's Hawk, Nuttall's Woodpecker,
Oak.Titmouse, Red- breasted Sapsucker; Showy.-Egret, Great Egret, Great Blue Heron; Black -
erowned,Night Heron and Long- billed Curlew.
2.2 Open, Space' Resources. Located at,,the urban edge, the'Property''s primarily undeveloped
character is an important opem:space resource, contributing to; the county's rural character.
23 Recreation and Education: The Property provides opportunity for the public's passive
recreational enjoyment of its natural features and the opportunity, for outdoor education related to
agriculture, wildlife habitat, restoration and enhancement,'and the, relationship: and
interdependence of'plant life, animal life and human life. The Ring Trail planned for the
Petaluma Area is expected to•pass adjacent to the Property.
2.4 Agriculture. The Property is located. in -an historic agricultural area of Sonoma County and
Petaluma, representing the remaind& of the first farm on Paula Lane, settled in the late 1800s.
The Property provides opportunity for; multiple agricultural uses, including orchards, row crops,
and gardens.
3. Conservation Purpose. It, of this Ease.ment:to,preserve and protect
forever the Conservation Values of the'= Property, as described- imS'ection 2. This purpose shall
hereinafter be referred Was "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.Purpose of this Easement and will prohibit and prevent any use
of the Property that w ll.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 4n perpetuity.. In the event; however, that the preservation and
protection of one Conservation Value becomes irreconcilably, inconsistent with the preservation
and protection ofanother "Conservation Value, the following priorities shall be followed:
preservation and protection of natural, resources shall take precedence over preservation and
protection of open space resources, which shall take precedence over recreation and educational
uses, which shall take precedence over agricultural,uses;
PART TWO: RESERVED ANWRESTRICTEDRIGHTS
4. Affirmative Rights oUDISTRICT. DISTRICT shall have the following affirmative
rights under this Easement:
4.1 Protecting Conservation Values. DISTRICT shallc,have the- right"to preserve,
protect and document'in perpetuity the Conservation Values of the Property.
4.2 Property InspectionsDISTRICT shall have the right to enter upon the Property
andao�inspect, observe;,and study the Property for the purposes of:(i ) identifying the current
activitres and.uses''thereon and,the condition thereof, (ii) monitoring the activities and uses
th'ereun`to determine whether they are,consistent with th&terms, conditionsand Conservation
Purpose of'thi's Easement, (iii) enforcing the terms, conditions and Conservation Purpose of this
Easement; and '(iv) exercising its other rights underthis Easement. Such entry shall be permitted
Paula Lane conservation�easement 3
November;28g 2011
9
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 and quiet
enjoyment of the Property pursuantto 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.toenter 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, agents, consultants, and volunteers of DISTRICT.
Notwithstanding any reasonable belief of DISTRICT that a breach of this Easement is occurring,
prior to.any entry by DISTRICT into. residential dwelling units.on the Property for purposes of
inspection, DISTRICT shall provide at least forty- eight'(48) hours prior notice to GRANTOR
during normal business hours of GRANTOR of DISTRICT's intent to enter into such dwelling
units absent an emergency requiring immediate action or other exception contained in California
Civil Code Section 1954 or any successor statute then in effect relating to notification of tenants
inhabiting and/or leasing residential structures ( "Section 1954 '). This additional time is to allow
GRANTOR to comply with.Section 1954. DISTRICT shall lirriit its inspection of inhabited or
leased dwelling units on the Property to inspection during normal business hours except as
otherwise provided in Section 1954.
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 and marker shall be determined by DISTRICT with consent of
GRANTOR. No such sign or marker shall exceed thirty -two (32) square feet in size. DISTRICT
shall be responsible for the cost of erecting and maintaining such sign or marker.
5. GRANTOR's Reserved and Restricted Rights. Use of the Property shall be confined
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 Easement is prohibited.
Withoutlimitingtthe 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
4 Paula. Lanexonservation easement
November 28, 2011
32'
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 tl
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 manners reasonably designed to protect and preserve 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 Criteria for Use.
(a) Use;of the Property shall ensure preservation and protection of the
natural resources of the Property in perpetuity; and
(b) Public outdoor recreational: and educational uses and activities on the
Property shall he designed and undertaken in a:manner compatible with natural
resource protection; and
(c) No use;or improvement; shall materially impair GRANTOR'S ability
to provide for public outdoor recreational and educational use of the Property as
provided herein; and
(d) Structures and improvements shall. not result in impervious surfaces
on, cumulatively, more than 3% of the Property; and
(e) No structure•or improvement on the. Property shall exceed 24 feet in
height.
(f) Use of the.Property shall preserve opportunities for agricultural use in
areas designated Agricultural Area in the Baseline Documentation Report Site
Map (Baseline Site Map) as identified in Section-9.
Paula Lane conservation easement
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5.1.6 Notice and Approval Procedures:., Whenever'in this Section 5, prior notice
to and approval by DISTRICT. is:required, such notice,shall be -given and approval shall
be obtained in.accordance with Section 6 o this Easement.
5:1:7 Management Plan. GRANTOR may develop and implement a
Management Plan for the Property. The Management Plan -and future updates and
amendments will be subject to review and approval by DISTRICT in accordance with
Section 6 of the Easement. The Management'Plan shall not be implemented on the
Property until the District's approval is obtained. DISTRICT's review and approval of
the Management Plan shall be based on the Managemem Plan's consistency with the
terms, conditions and Conservation Purpose of this Easement.
Once the Management,;Plan is approved by DISTRICT, uses and improvements described
in that approved Management_Plan; and all development. necessary to implement those
described uses and improvements, 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 improvements shall be undertaken
in accordance with the terms,and;conditions of this Easement and in compliance with all
applicable laws and regulations:
5.2 Land Uses. Use of the Property is restricted, solely to.natural resource protection,
habitat restoration and enhancement; recreational and educational, agricultural and residential
uses as defined in this Section 5.2. ;Commercial or industrial use of or activity on the Property is
prohibited except for those commercial uses expressly reserved in Sections 5.2.4, 5.2.5 and 5.2.6.
5.2.1 Natural Resource Protection. GRANTOR may take all actions necessary
or appropriate to preserve and protect the natural resources of the Property in accordance
with sound, generally- accepted conservation practices, GRANTOR and DISTRICT
acknowledge that the Property and its natural features are protected by this Easement and
shall not be available to mitigate for the environmental; impacts of projects located off
site.
5.2.2 Habitat Restoration and Enhancement. GRANTOR may undertake
conservation and habitat restoration and enhancement, activities in accordance with
Section 5.5.5.
5.23 Recreational and Educational Use. GRANTOR shall make the Property
available to the public for passive public;outdoor recreational and educational purposes
except as set forth in Section 5.6: Such uses may include, buLare not limited to, walking,
picnicking,, gardening, native habitat installation;: public educational and passive
recreational. activities: including but not limited to nature.study,placement and use of
environmental research support instruments; environmental or outdoor education, habitat
restoration training, and other such uses similar in nature; and intensity.
5.2.4 Agricultural Use. GRANTOR reserves the right to engage in agricultural
uses, as defined below; within the designated Agricultural Area arid-Building Envelope
designated on the Baseline Site Map in accordance with sound, generally- accepted
Paula Lane conservation easement
November 28, 2011
agricultural and soil conservation - practices,; provided however that no agricultural use
shall be undertaken in a manner that significantly iinpairs the long - term agricultural
productive capacity of the Property. Agricultural uses shall be limited to the following:
a) Livestock for the Production of Food and Fiber. GRANTOR reserves
the right to breed, raise; pasture, and graze livestock of every nature and
description for the production of food and fiber,
b) Bees, Poultry and Fowl. GRANTOR reserves the right to breed and
raise bees, poultry, and other fowl.
c) Crops. GRANTOR reserves the right to plant, raise, harvest, and
produce agricultural and horticultural crops and products of every nature and
description.
d) Sale of Harvested Crops and Products. ,GRANTOR reserves the right
to store and sell „including direct retail sale to the public of crops and products
principally harvested and produced on the Property.
e) Processing of Crops and Products. GRANTOR reserves the right to
process agricultural crops and products principally harvested and produced on the
Property:
5.2.5 Residential Use. GRANTOR reserves`the`right to reside on the Property
and lease or rent, for residential or other permitted uses, the residential buildings within
the Building Envelope as designated on the Baseline Site Map.
5.2.6 Commercial Use. GRANTOR reserves the right to use the Property for
commercial uses and activities.identified below.. Any revenue generated from
commercial activities and uses shall be used toward the'cost of operating, maintaining,
restoring, and enhancing.the Property, and towards educational, recreational or
agricultural programs that take place on the Property.
i) Agricultural uses as defined in Section 5.2.4.
ii) Leases or rentals for residential use as defined in Section 5.2.5.
iii) Special Events and Fundraising Activities. Subject to 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, musie'and music programs, dance and cultural activities and other
similar special events. GRANTOR may also use the Property for fundraising
activities that educate the public,and promote the preservation and restoration
of open space and °natural resources in Sonoma County. Special events and
fundraising activities shall occur, in total, no more than six times per year and
shall not result in any temporary or permanent alteration of the Property nor
Paula Lane conservation easement
November 28, 2011
�6
have any detrimentaLimipact -on the natural resources of the Property. No
noise amplificatiorror night.lighting.i's permitted.
iv) Concessions. Food and beverage sales and other similar concessions
may be operated on the Property in connection with permitted special events
and fundraising activities on the day or days of the event.
v) Other Ancillary Uses. Subject to prior written DISTRICT approval,
GRANTOR may use the Property for other minor ancillary commercial uses
found to be consistent with the Conservation Values of this Easement.
5.2.7 Emergency Activities. In the event of a-natural disaster or similar
emergency condition, GRANTOR may undertake temporary activities as may become
necessary orappropriateto protect public health or safety of persons in the local area, so
long as such activities, to the greatest extent feasible, are undertaken in a manner that
does not hinder the Conservat onPurpose 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.
5.3.1 Exceptions. This prohibition against, di vision of the Property shall be
inapplicable to:
a) Conveyance to.Government or Non -Profit Entity. Subject to prior
written approval by DISTRICT, GRANTOR may voluntarily convey a portion of
the Property to'a- government or non -profit entity exclusively for conservation or
public access purposes.
b) Leases. GRANTOR reserves the right to lease a portion(s) of the
Property for the permitted residential, recreational and educational,and
agricultural uses described in Section 5.2.
5.3.2 Historic Parcels. GRANTOR acknowledges that one or more additional
historic parcels may exist on the Property, previously created by patent or deed
conveyances, subdivisions, lot line adjustments, surveys, recorded or unrecorded maps or
other. documents. GRANTOR waives all rightsJo.recognition,of such historic parcels,
whether through certificate of compliance under.the Subdivision Map Act or otherwise.
5.4 Structures and Improvements. GRANTOR may repair, replace, construct,
place andrmaintain 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,
Paula Lane conservation easement
November 28. 2011
cumulatively, more than 3% of the Property. Furthermore, no structure or improvement shall
exceed 24 feet in height.
5.4.1 Maintenance;, Repair or ReplacemenLof Structures and Improvements.
GRANTOR may maintain,.repair or replace structures and improvements existing at the
date hereof or constructed subsequently pursuant to the provisions of Section 5.4, 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, shallbetreated as new construction and shall be subject to the
provisions of Sections 5.4.2 through Section 5.4.9.
5.4.2 Primary Residences. There currently' exist on the Property two primary
residences. Residential use may continueor the use of the structures may be converted to
educational, recreational or agricultural uses. No such structure shall be greater than
2,000 square feet in size, exclusive of garage. All garages; whether attached or detached,
shall be subject to Section 5.4.3. In no case shall there,be more than two primary
residences, whether used for residential or other purposes, located on the Property.
5.4.3 Structures Accessory to Residential Use. Subject to prior written notice to
DISTRICT, GRANTOR may place or construct additional accessory structures and
improvements reasonably related to permitted residential use of the Property including,
without limitation, guest house; garage, and shed. All such,structures must be placed or
constructed within the Building Envelope. The total cumulative square footage of the
structures accessory toresidential use shall not exceed 3,000 square feet. No single
structure accessory to the residential use shall exceed 1,000 square feet.
5.4.4 Non - residential Agricultural Structures. Subject to prior written notice to
DISTRICT, GRANTOR may place or construct within'the'Agricultural Area or Building
Envelope non- residential accessory structures and improvements reasonably necessary
for the permitted agricultural use of.the Property,. including, without limitation; barns,
sheds; greenhouses,` native plant propagation shade houses and small storage facilities.
5.4.5 Structures.and Improvements for Recreational and Educational Uses.
GRANTOR may co`nstruevor place improvements associated with permitted outdoor
recreational and educational uses, including, but not limited to:
(a) Within the: Agricultural Area or Building Envelope, GRANTOR may
construct or place trails, pathways; benches, gazebo, bird blinds, interpretive kiosks,
drinking fountains, and recycling containers; bicycle racks, public art, and other
similar minor improvements without any notice to or approval from DISTRICT.
Paula Lane conservation easement 9
November 28, 2011
�1
10
(b) Within the Building Envelope, GRANTOR may construct or place
educational -or interpretive facilities; restrooms,.lighting, and other similar significant
improvements only with prior written notice to DISTRICT.
(c) Outside of the Agricultural Area'and Building Envelope, GRANTOR may
construct or place benches, bird blinds, interpretive kiosks and other similar minor
improvements located only with prior written approval of DISTRICT. Such
improvements shall be located primarily on the perimeter of the Property.
5.4.6 Public Parking and.Access Roads. Subject to prior written approval of
DISTRICT, GRANTOR may construct, improve and maintain a public parking area
within the Building Envelope and access roads as minimally necessary for the permitted
uses of the Property.
5.4.7 Fences and Gates. GRANTOR may construct, place and erect fencing and
gates only as necessary for permitted uses of the Property. Fencing must be the minimum
necessary for such use and may include hedge rows and other living fences comprised of
native plants. 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, educational and agricultural uses described in;this Easement, and
except where such impediment is necessary for management, restoration or enhancement
of natural resources,.sucb as to Protect new native plantings. In the event of destruction
or deterioration of any fences'and.gates, whether existing.at the date hereof or
constructed subsequently pursuant to the provisions of this Easement, GRANTOR may
maintain and /or replace, such fencing and gates only in accordance with the provisions of
this Section 5.4.7. In the event; any' fence or gate, or portion thereof, becomes obsolete or
unnecessary for the uses described in this Section 5.4.7, GRANTOR.shall remove such
fencing or gate from'the,Property, provided, however; that fencing existing as of the date
of this Easement may remain.
5.4.8 Utilities and Energy Resources. GRANTOR may place or construct
utilities on the Propertyonly as-follows:
(a) 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: collection, 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.
(b) Notwithstanding the limitations of subparagraph (a), subject to prior
written notice to DISTRICT, GRANTOR may install above- ground water collection,
storage ondeliverysystem within the Agricultural Area or Building Envelope provided
thaVsuch system' is', directly required for permitted uses on the Property and is reasonably
scaled to serve only those uses.
Paula Lane conservation easement
November 28, 2011
0
(c) In addition, subject to prior written approval of DISTRICT; GRANTOR
may place or construcf improvements for the developmentand utilization of renewable
energy resources, including but not limited to solar, wind and, geothermal, provided that
such area - impacted by such'improvements cover no more than 2% of the Property,
provided ,that such use does °not hinder GRANTOR's, ability "to comply with Section
5:1.5. Such improvements remain subject to the impervious surface 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 oil the Property pursuant to Sections 5:4.2
through 5:4.7, provided that such solar panels donot cause the structure or improvement
to exceed the height limitations set forth in those sections.
5,4.9 Siens. GRANTOR reserves the.right to construct signs as set forth in this
Section 5.4.9 in connection, with the allowed uses herein. No sign shall be artificially
illuminated.
a) Withhutprior written notice;or approval of DISTRICT, GRANTOR
reserves the right to construct or place two signs not to exceed 32 square feet in
size in connection with allowed uses.
b) Without prior written notice or approval of-DISTRICT, GRANTOR
reserves the rightto constructor place signs less'than 6 square feet in size to (i)
mark the boundaryof the Property (ii) provide, interpretive and
educational information; and (iii) set forth rules orregulations applicable to use of
the Property, 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.
c) Subject to prior written approval of DISTRICT, GRANTOR may
constructor place additional signs necessary or appropriate for allowed uses,
provided that such additional signs are sited and constructed in a manner that does
not create a significant visual impact.
5.5. Land and Resource Management. Alf..land` and . resource management activities
shall be designed and implemented in accordance with sound, generally- accepted conservation
practices.
5.5.1 Surface Alteration. Alteration of the contourof the Property in any
mariner 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.
Paula Lane:conservation easement
November 28, 2011 ,
S' 1
12
5.5.2 Water Resources. Draining; filling, dredging, diking, damming or other
alteration, development or manipulation of watercourses, subsurface water, springs,
pon &and wetlands is prohibited.except as reasonably necessary in connection with (i)
themaintenance; replacement development and expansion of water storage and delivery
systems allowed under Section 5.4.8, and.(ii) the restoration and enhancement of natural
resources allowed under Section 5.5.5. Subject to the limitations of this Section 5.5.2,
GRANTOR reserves all rights and entitlements to use of surface and subsurface water as
may exist under state, of federal law.
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 Mana eg rnent. GRANTOR reserves ahe.right to undertake vegetation
management activities for the purpose of fire.control provided the techniques used
minimize harm to native • wildlife and plants and are- in,accordance with all applicable
laws. Fire management methods are limited to;.
(a) limited - brush _removal, limited mowing and,limited grazing of the Property, or
other methods of similar nature and intensity, without need for notice to or approval from
DISTRICT, and
(b) prescriptive burning undertaken_ in a manner consistent.with the standards and
requirements of the local fire protection agency having jurisdiction, subject to prior
written notice to DISTRICT.
The requirement for notice under this Section 5.5.4amay be satisfied by the submission of
an annual fire management plan.
5.5.5 Preservation, Restoration and Enhancement. GRANTOR reserves the
right to undertake conservation and restoration activities, including, but not limited to,
bank and soil stabilization, practices to reduce erosion; enhancement of water quality,
plant and wildlife habitat, and activities which promote biodiversity.
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 5.5A; and (iv) for natural. resource
management, including native seed collection and plant propagation for use on the
Property as set-forth in Section 5.5.5 of this Easement.
5.5.6 Native Vepetation Removal. Removal or destruction of any native
vegetation is prohibited; except - as_reasonably necessary (i) within footprint of permitted
recreational and educational 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 management,
Paula Lane conservation easement
November 28, 2011
a
including native seed collection and plant propagation for use on the Property as set forth
in Section 5.5.5 of this Easement.
5.5.7 Native Animal Removal. Killing, hunting, trapping, injuring or removing
native animals is prohibited except (i) under imminent threat to human life or safety; and
(ii) as reasonably necessary to promote or sustain biodiversity in accordance with
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 cntities Having jurisdiction.
5:5.8 Non-Native Plant and Animal Removal. GRANTOR reserves the right to
remove or control invasive, non-native plant and animal species (i) to further the
Conservation Purpose of this Easement; '(ii) to foster the growth of native species and
promote biodiversity; (iii) to control insects and.disease ;,(iv) to prevent personal injury
and property damage; (v) for the purpose of firemanagement, -in accordance with Section
5.5.4; and (vi) for natural resource management asfiset forth in Section 5.5.5. Techniques
used shall minimize harm to native wildlife and plants and shall be in accordance with all
applicable laws.
5.5.9 Off -road Motorized Vehicle Use.. Use of motorized vehicles off roadways
is prohibited, except when necessary for permitted agricultural, construction,
maintenance, emergency access and property management activities.
5.5.10 Dumping. Dumping, releasing, burning or other disposal of wastes,
refuse, debris, non - operative motorized vehicles or hazardous substances is prohibited,
except that agricultural, products and by- products generated. on the Property may be
disposed on site, consistent with sound generally accepted agricultural practices.
5.5.11 Outdoor Storage.
(a) Materials Re_uired For Penn itted Uses. GRANTOR may store
materials and supplies required for permitted uses within the Agricultural Area or
Building Envelope, 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 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 construction.
Construction shall be deemed abandoned if work ceases for a period of 180 days.
5.6. Public Access Limitations. GRANTOR and DISTRICT understand and agree
that the Property will`be developed for and will continue to be a public preserve in perpetuity.
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 orfor preservation of the Conservation
Values of the Property. Nothing in this Easement shall be construed to preclude GRANTOR's
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November 28, 2011
13
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right to grant access to third parties to the; Property consistent with the terms, conditions and
Conservation Purpose of this Easement.
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. Some activities and uses permitted by this Easement
require that prior written noticebe; given by GRANTOR to DISTRICT, while other activities and
uses permitted by this Easement require the prior written.approval of DISTRICT. 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, Amendments, Revisions and Updates of Management Plan.
GRANTOR may prepare a Management Plan for the Property todefine and guide future use and
development -ofthe Property and. to streamline DISTRICT approval's under this Easement. For
purposes of this Easement, it is agreed that the Management Plan and:any amendments, revisions
or updates (collectively "Revisions ")'will be deemed sufficient:for its purpose provided the plan
identifies (a) all major components of property use (including • resource management,
recreational, educational, agricultural, and residential), (b) the nature of each proposed use and
its intended location, (c) all proposed structures, and (d) all actions to be taken to protect natural
resources. Pursuant to Section _5.1.7 of this Easement, such Management Plan and Revisions
require DISTRICT's approval prior to their implementation. DISTRICT's approval shall be
based upon its reasonable determination as to whether the Management Plan or Revisions are
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
recreatiowand educational use`and natural resource preservation, time is of the essence and
DISTRICT's ` approval shall not be unreasonably withheld or delayed.. GRANTOR shall use the
following procedure to obtain DISTRICT's approval for the Management Plan and Revisions:
14
6.1.1 GRANTOR may, at its discretion, at anytime, submit, a draft Management
Plan or "Revisions( "Draft Plan ") to, DISTRICT for its review' and tentative approval.
DISTRICT shall have forty -five (45) days from'the receipt of the Draft Plan, plus
fourteen (1'4) days from any subsequent or follow up submittal, to review the Draft Plan
and either tentatively approve the Draft Plan or _notify GRANTOR of any objection
thereto. Disapproval or objection, if any, shall be based on DISTRICT's determination
thattheproposed activity or use is inconsistent with °the terms, conditions or
Paula Lane conservation easement
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Conservation Purpose'of'this'Easement,or that,GRF:NTOR's request is incomplete or
contains material: inaccuracies. DISTRICT's response, whether tentative approval or
objection,,shall.be in writing, and delivered t0`GRAN,TOR in accordance with Section 19.
I£DISTRICT has any objections b the'Draft Plan; it shall state such objections in
sufficient detail to enable GRANTOR to modify.the Draft Plan so as to bring it into
compliance with the terms, conditions and Conservation Purpose of this Easement.
6.1.2 In connection with any environmental review of the Management Plan or
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 made public under the
statute, prior to adoption or certification of that environmental document.
6.1.3 Prior to adoption of a final Management Plan or Revisions ( "Final
Management Plan "), GRANTOR shall submit the. Final Management Plan to DISTRICT
for its:review and approval. If a Draft Plan was tentatively approved by DISTRICT and
the Final Management Plan is in. substantial conformity with the approved Draft Plan,
with no material revisions, DISTRICT shall grant approval to the Final Management
Plan. If no Draft Plan was tentatively approved by DISTRICT or if material revision(s)
have been made, DISTRICT's approval of the Final Management Plan shall be based
solely upon the Final. Management. Plan's consistency with'the terms, conditions and
Conservation Purpose of this Easement. In all cases, DISTRICT shall have forty -five
(45) days from the receipt of the Final Management Plan, plus fourteen (14) days from
any subsequent or follow -up submittal, to review and either approve the Final
Management Plan or notify GRANTOR of any objection thereto. Disapproval or
objection, if any, shall be based on DISTRICT'§ determination that the proposed activity
or use is inconsistent -with the terms, conditions or Conservation Purpose of this
Easement or that GRANTOR's request is incomplete or contains material inaccuracies.
DISTRICT's response, whether approval or objection, shall be in writing and delivered to
GRANTOR in accordance with Section 19. If DISTRICT has any objections to the Final
Management Plan; it shall state such objections in sufficient detail to enable GRANTOR
to modify the Final Management Plan so as to bring it, if possible, into compliance with
the terms, conditions and Conservation Purpose of this Easement.
6.1.4 Upon DISTRICT's approval and GRANTOR's adoption of a Final
Management Plan, 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, development, improvements,and,activities shall at all
times .remain subject to the substantive limitations of Section 5. Any update or
amendment to the Final Management Plan shall be subject to District approval.
6.2 Uses /Activities Requiring Notice or Approval.to DISTRICT. In the absence of a
Final Management Plan approved by DISTRICT, or for uses and activities, not described in a
Final Management Plan approved by DISTRICT, the following procedures shall be followed for
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November 28, 2011
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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., e: 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 time is of
the essence and DISTRICT's approval shall not be unreasonably withheld or delayed.
16
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
(45) days from the.receipt of a complete request for approval to review the request and to
approve, conditionally approve; disapprove or notify GRANTOR of any objection
thereto. Disapproval or'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 or that GRANTOR's request is incomplete or
contains material inaccuracies. If, in DISTRICT's judgment, the proposed activity or use
would not be consistent with the terms, conditions: or Conservation Purpose of this
Easement or the request :i s incomplete or contains material inaccuracies, DISTRICT's
notice to GRANTOR shall inform GRANTOR of'the reasons for DISTRICT's
disapproval or 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 12.
6.2.4 Uses Not Expressly Addressed :, DISTRICT's Approval. In the event
GRANTOR desires to commence an activity or use on the Property that is neither
expressly reserved nor expressly prohibited in Section 5, 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
Paula Lane conservation easement
November 28, 2011
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reserved in Section 5'may constitute a breach of this Easement and may be subject to the
provisions of Section 10.
Costs',aud Liabilities Related to the Property.
7.1 Operations and Maintenance of the Property. GRANTOR agrees to bear all
costs and. liabilities ofapy kind related to the operation,, upkeep, and maintenance of the Property
and does hereby indemnify and hold DISTRICT harmless therefrom. 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 'o'radequate;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. Except as, otherwise provided in Section. 8. 1, GRANTOR hereby
agrees to indemnify and hold DISTRICT' harmless from and against any damage, liability, claim,
or expense, including attorneys' fees, relating to such matters.
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,
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,ofa person Aescribed in 42 United States
Code section 9607(a)(3),or any successor statute then in effect;
c) Thexightto 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:
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November 28, 2011
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a) The °° "term' "hazardous materials" includes, but is. not limited to, any
flammable explosives; radioactive materials, hazardous materials, hazardous
wastes, hazardous. or toxic : substances, on-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 requirementrelating to environmental conditions or hazardous materials.
S. 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 (it being the intent
of this provision to limit GRANTOR's indemnity to the,proportionate part of DISTRICT's
damage; liability, claim or. expense for which GRANTOR is responsible); and (ii) the obligations
specified in Section 7; and (iii) any approvals given under Section 6. In 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 judgment,
includingattoi-neys' fees, incurred prior to DISTRICT'swritten,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, of 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 DISTRIC,T'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;bythis Section 8.2 shall not apply to any cost, expense, penalty,
18 Paula Lane conservation easement
November 28, 2011
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 paymentshall be- approved in writing by DISTRICT,
which approval shall not be unreasonably withheld. DISTRICT hereby also agrees to hold
harmless, indemnifyand defend GRANTOR from 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, intentional act
or willful 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.
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 hours' 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.
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, agents, consultants, and volunteers of DISTRICT. Notwithstanding
any reasonable belief of DISTRICT that a breach of this Easement is occurring, prior to any
entry by DISTRICT into residential dwelling units on the Property for purposes of inspection,
DISTRICT shall provide at least forty -eight (48) hours prior notice to GRANTOR during normal
business hours of GRANTOR of DISTRICT's intentrto enter into such dwelling units, absent an
Paula. Lane conservation easement 19
November 28, 2011
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emergency requiring immediate action or other exception contained in California Civil Code
Section 1954' or any successor- statute then in effect"rel'ating toartotification of tenants inhabiting
and /or leasing residential structures ("Section 1954 "). 'This additional time is to allow
GRANTOR iocomply with Section 1954. DISTRICT shall limit its inspection of inhabited or
leased dwelling units on the Property to inspection during normal business hours except as
otherwise provided- in.Section 1954. DISTRICT's rights under this - Section 10 shall apply
equallyiin 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, without the necessity of proving
either actual damages or the inadequacy of otherwise available,legal'remedies. Nothing in this
Section 10 shall preclude DISTRICT from seeking such other relief, including damages, to
which DISTRICT may be entitled.
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:
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 of time 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 post judgment
interest; and
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 postjudgment 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
20 Paula Lane conservation easement
November 28, 2011
a�
allowed by Civil Code section 8105.7.(c); , then GRANTOR may mitigate damages by fully
complying with.DISTRICT's notice withirrthe cure period provided therein. If GRANTOR so
complies, tfien.inthe event of litigation,ari sing out ,of the notice; brought either by GRANTOR or
by DISTRICT, if GRANTOR prevails, alien GRANTOR shall be entitled to economic damages,
ifany, resultingTrom; its compli °ance with.DISTRICT's notice. Neither DISTRICT nor
GRANTOR;shall be entitled to damages where DISTRICT has not claimed damages in its
notice.
10.5 Remedies Nonexclusive. The remedies� set forth in this Section 10.5 are in
addition to, and are not intended to displace, any other remedy available to either party as
provided by this Easenient,.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 resultingzfrom,causes beyond GRANTOR's control; including, but not
limited to, fire, flood, storm, and.earth movement; or a tortious or criminal act of a third party
which GRANTOR could not reasonably have prevented, or from any prudent action taken by
GRANTOR under emergency 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 further 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 thavis the subject of the dispute, p_ending 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
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 terns and conditions of this Easement, and'the applicable laws of
the State of California shall be the bases for determination and resolution, an-dajudgment of
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
Paula Lane conservation= easement 21
November 28, 2011
l�
expenses of the arbitrators, but excluding-attomeys' fees, which sum shall be determined by the
arbitrators and any court of competent jurisdiction thatmay be called upon to enforce or review
the; award.
13. Condemnation.
13.1 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 conditionsias 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 13.2.
13.2 Property Interestaod 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 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 -ranted 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
22 Paula Lane conservation easement
November 28, 2011
common and statutorylaw of the State of California; Further, the parties.agree and intend that
tkis,Easement;creates an easement encompassed within the,meaning of the phrase "easements
constituting, servitudes u on 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 will be made in any subsequent deed, or other legal - instrument, by means of which any
interest in the Property (including, but hot limited to, a leasehold interest) is conveyed and that
GRANTOR will attach a "copy ofthis 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; and the failure of GRANTOR to perform any act required by this
Section 17 shall not impair the validity of this Easement or limit its 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.
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 of Petaluma
Attn: City Manager
1 l English Street
Petaluma, 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 ofNotice. Notice shall be deemed,given for all purposes as
follows:
a) When personally delivered to the recipient, notice is effective on delivery.
Paula Lane conservation easement_
November 28,2011
23
6(
b) 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'i's 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.
c) When mailed by certified mail with return receipt requested, notice is effective
on receipt as confirmed by the return receipt.
d) When delivered by overnight delivery with charges prepaid or charged to the
sender's account, notice is effective on delivery as;confirmed'by the delivery service.
e) 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.
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
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 GRANTOWs title in any respect.
22. Termination of Rights and Obligations. A party's rights and obligations under this
Easeme'n't 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 constituteslan 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 seq., or any
successor constitutional provisions or statutes then in effect.
24 Paula Lane conservation easement
November 28, 201 t
24. Applicable Law and.Forumn 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. Pronoun Number and Gender. Whenever used herein, unless the provision or context
otherwise requires, the singular number shall include the plural and the plural the singular, and
the masculine gender shall include the feminine and neuter.
26. GRANTOR and DISTRICT. Wherever used herein, the terms GRANTOR and
DISTRICT, and any pronouns.used in place thereof, shall mean and include the above -named
GRANTOR and its heirs, successors; and assigns, including any persons claiming under them,
and the above -named DISTRICT and'its successors and assigns, respectively.
27. 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 duly authorized 'representatives.
28. 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.
29. 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.
30. Estoppel Certificates. DISTRICT shall, at 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
GR'ANTOR's reimbursing DISTRICT for all costs and expenses reasonably and necessarily
incurred in its preparation as determined byDISTRICT's General Manager.
31. 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.
Paula Lane conservation easement
November 28, 2011
25
�J
32. Effective Date. This Easement shall be effective as of the date of its acceptance by
DISTRICT purauant to California Public Resources Code sections 5500 et seq.
IN 'WITNESS. WHEREOF, GRANTOR and DISTRICT have executed this Easement this
day of . , 2054.
GRANTOR:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Finance Director
Department Director
Risk Manager
DISTRICT:
CITY OF PETALUMA
City Manager
SONOMA COUNTY AGRICULTURAL
PRESERVATION AND OPEN SPACE
26 Paula Lane conservation easement
November 28, 2011
y\
DISTRICT'
By:
President of the Board of Directors
ATTEST:
Clerk of the Board of Directors.
NOTE: ATTACH ACKNOWLEDGMENTS
1787172.1
Paula Lane conservation easement
November 28; 2011
27
ACQUISITION
DRAFT MATCHING GRANT AGREEMENT
Paula Lane Open Space Preserve
ATTACHMENT
This agreement ("Agreement") dated as.of ( "Effective Date ") is entered intorby
and between the Sonoma County Agricultural Preservation�and.Open Space District (hereinafter
"District'), a public agency, and the City of Petaluma (hereinafter "the City"), a California
Charter City, and Paula Lane Action Network, a- non - profit organization (hereinafter "PLAN ").
The City and PLAN are jointly referred to herein as "Grantees".
RECITALS
A. Program. 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 the District's voters in November 2006 as part of the Sonoma.County Open Space, Clean
Water and Farmland Protection Measure, Measure F.
B. Application. Grantees .submitted an application under the District's 2008 and
2009 -10 Program cycles for funding in the amount of $3,050;000 toward acquisition of 431
Paula Lane ( "Property ") for the establishment of an open space preserve ( "the Paula Lane Open
Space Preserve "). In 2008, the District recommended inclusion of such project into the Program,
with acquisition funding in the amountof $1,000,000. This recommendation was accepted by
the Sonoma County Citizens Advisory Committee on July 24, 2008, and approved by the
District's Board of Directors on September 9, 2008. As part, of- the'2009 -10 cycle, the Citizens
Advisory Committee recommended additional funding, if needed, up to $100,000, and on May
11, 2010, the District's Board of Directors requested the ability to consider if an additional
amount up to $100,000 was needed to acquire the Property. The City negotiated a purchase price
of $1,050,000, and therefore, an additional $50,000 is needed to complete the acquisition.
Accordingly, the Board will consider the additional $50;000 as part of approval of the project.
C. Project Description. The Paula Lane Open.Space "Preserve, as acquired by the
City and managed by PLAN, will provide public access, habitat, preservation, agriculture, and
educational programs ("Project"). As part of the Project, PLAN will install a short trail; install
viewing areas and benches, possibly including a bird blind; undertake habitat restoration: engage
in agricultural uses, such as an orchard, row crops, or community garden; plant and maintain
demonstration gardens, such as a butterfly, hummingbird or fragrance garden; and provide
opportunities for public education. PLAN has actively sought partnerships with local schools
and organizations to implement, anticipated agricultural and educational programs.
Draft MGA Paula Lane — January 2012
M/
ACQUISITION
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the parties hereto; agree as follows:
AGREEMENT
The foregoing recitals are true and correct.
2. GRANT REQUIREMENTS
a. District Grant. The District shall provide $1,050,000 to be used
exclusively for acquisition by the City of 11.22 acres at431 Paula Lane, just west of the City of
Petaluma. The District' s. grant award shall be expended by no later than December 6, 2014. Any
funds not expended by December 6, 2014 shall revert back to the District.
b. Match. Grantees shall provide at least a one -to -one match toward the
Project,from City and PLAN funds; in -kind services and materials, fundraisers, and other sources
of eligible match contributions. Matching funds of $1,890,000 are estimated to be expended in
the first 30 years of the project; however,a match at least equal to the District's grant shall be
expended by March 31, 2031, and Grantees shall report matc'expenditures until such date,
consistent with Section 3c below.
C. Project Implementation. Grantees shall implement and operate on an on-
going basis all components of the Project by no later than December 6, 2016.
d. Conservation Easement. The City 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" ( "the
Conservation Easement"), by which the City will convey a conservation easement to the District
protecting the natural resources, open space resources, recreation and education, and agriculture
on the Property.
e. Public Access. By no later than December 6, 2016, Grantees shall provide
public outdoor recreational and /or educational access to the Property consistent with this
Agreement and the Conservation Easement. Such - public access shall be maintained for a period
of not less than thirty years.
f Operations and Maintenance. Grantees shall use, manage, operate and
maintain the Property in a manner consistent with the Conservation Easement. Grantees assume
all responsibility for.and costs of management, operation and:maintenance of the Property. The
District shall not;be:liable for any costs of such management, operation or maintenance.
Draft MGA Paula Lane —January 2012
51
ACQUISITION
3. PROCEDURAL REQUIREMENTS
a. Work Plan. Within.six months of disbursement of Grant funds, Grantees
shall submit, for District approval, a work plan to- inipleinentthe first five years of the Project.
The Dist`rict's approval shall be based upon the work plan's' consistency with the Conservation
Easement, this Agreement, 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,
constructions plans; 2) a timeline or schedule for the first five years of Project implementation;
and 3) a detailed budget, including.matching funds identified to accomplish the Project and
reflecting the required match. The work plan may be amended from time to time with District's
written approval.
Disbursement of Grant funds.
i. Pre - Conditions, The District shall not be obligated to disburse any
funds unless and until the following conditions have been met:
• An appraisal of the Property has been accepted by the District's
Fiscal Oversight Commission.
• The District's Board of Directors has approved funding for the
Project.
• The Conservation Easement has been executed and placed into an
escrow account acceptable to District, and Grantees are in
compliance with the terms of the Easement.
ii. Payment.
1. Purchase Price. The District shall deposit warrant in an
amount not to exceed $1,050,000 to Old Republic Title
Company (Escrow # 0812007365 -JJ) toward the City's
purchase of the Property. The District shall execute all
necessary documents and take all actions necessary to ensure
conveyance of the warrant to the City.
c. Reporting.
i. Property Acquisition. Within 45 days of acquisition of the Property,
Grantees shall supply the District with a final settlement statement or
deed indicating the Property has been acquired and that the grant has
been expended.
ii. Quarterly. Grantees shall complete and submit no less frequently than
quarterly for five years, a Performance Report (PR) demonstrating
Draft MGA Paula Lane January 2012
rJ
ACQUISITION
Grantees' progress,under the approved work plan. The PR shall be in
a form .acceptable to the District's General, Manger and shall include
(i) a summary of the current status of the Project; (ii) a description of
any challenges encountered within the reporting period; (iii) current
percent of Project completed; and (iv) amount, source(s) and percent
of the match expended.
iii. Annual. After five years and.until March 31, 2031, Grantees shall
submit 'a Performance Report annually demonstrating implementation
of the Project. The PR shall include i) asummary of the current status
of the Project; (ii) current percent of Project completed; and (iii)
amount, source(s) and percent of the match expended.
4. IMPLEMENTATION REQUIREMENTS
a. Procurement. In implementation of the Project, Grantees shall follow the
procurement procedures required by laws applicable to a special district created by Public
Resources Code section 5500 et,seq. and shall assure that costs (those to be credited toward the
Grantees' match) do not - exceed fair market value.
b. Insurance. Grantees shall provide. the District with proof of adequate self -
insurance or a general liability insurance endorsement naming the District as an additional
insured party; proof of workers' "compensation; and proof of auto insurance.
C. Prevailing -Wage. In implementation of theTroject, Grantees shall comply
with all applicable wage and;liour 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.
d. ADA requirements. Grantees shall ensure compliance with the Americans
with Disabilities Act in the provisiomof public access to the Property.
e. Non - Discrimination. Grantees 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. Grantees shall erect a permanent sign or signs on the Property
acknowledging the District's financial participation. in the Project. Such signs shall: 1) be made
of materials that are weather resistant; 2) be located where-they are easily read by the public; 3)
Draft MGA Paulalane — January 2012
6�
ACQUISITION
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 approval
5. PROJECT REVISIONS, AND EXTENSIONS
a. Changes to Project. To maintain the ,integrity�oithe competitive Program,
no substantive changes or alteration to`the Project shall be ma&without written consent of the
District. If changes or alterations are approved, the work plan required under Section 3a may
require an amendment.
b. Project Inmle'mentalion Extension. The District, at its sole discretion, may
grant a single extension of time, of no more than two years, for implementation of the Project.
The District's granting of an extension is dependent upon Grantees' ability to demonstrate that
reasonable progress on the Project is and has been made, that the Project has been compliant
with all provisions of the Conservation Easement and this Agreement, and that Grantees have
demonstrated that.the extension will result in successful implementation of the Project within
the extended timeframe.
6. RECORDS KEEPING
a. Records. All financial, procurement, licenses, insurance, and
programmatic records related;to the Project shall be maintained by Grantees for no less than
five years after Project implementation.
b. Records Access. District staff shall have access to financial, procurement,
licenses, insurance, and programmatic records related to the District's grant for no less than five
years after Project implementation.
C. Annual Audit. Grantees shall submit annual audited financial statements
to the District by August 31 of each year until Project implementation.
d. Accounting Requirements. Applicants must maintain an accounting
system that is in accordance with generally- accepted accounting procedures and standards, and
as such:.
i. Accurately reflects responsible fiscal transactions, with the necessary
controls and safeguards.
Draft MGA Paula Lane — January 2012
a
ACQUISITION
Provides a- solid ,audit trail, including original source documents such as
purchase orders, receipts, progress payments, invoices, timecards,.and
evidence of payment.
iii. Provides accounting data so the total cost of the project and each
individual component can be readily determined.
e. Fiscal and Project Monitoring. The Project will be subject to compliance
monitoring by the District. The monitoring may include examination of books, papers,
accounts, documents or other records of Grantees as they relate to the Project.
7. GENERAL PROVISIONS
a. Statutory 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. Subject to the provisions of the Conservation
Easement, the District shall have the right to enter and inspect the Property for the purposes of
ensuring compliance with this Agreement and progress toward Project implementation.
C. Failure to Perform. Failure by Grantees to comply with the terms of this
Agreement may result in any or all of the, following actions at the District's sole discretion:
is 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
reimbursed to Grantees.
ii. District'may seek specific performance of this Agreement in a court of
competent jurisdiction. Grantees hereby agree that the public benefits
sought by this Agreement exceed the dollar amount of the grant and
are, impracticable or extremely difficult to measure. Grantees further
agree that, in the - event :o'f'a breach .of'this Agreement by Grantees, or
either of them, reimbursement of grant funds, 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
Draft MGA Paula Lane — January 2012
W
ACQUISITION
performance, however, shall;not be compelled if changes in
circumstances have., rendered, such performance impossible or
financially infeasible.
d. Indemnification. Grantees, jointly and severally, agree 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 Grantees, or either of them, arising
out of or in connection with this Agreement and /or the Project, whether or not there is concurrent
negligence on the part of District, but, to the extent required by law, excluding liability due to the
sole or active negligence or due to the willful misconduct of District. If there is a possible
obligation to indemnify;_ Grantees duty to defend exists regardless of whether iris ultimately
determined that there is not a duty to indemnify. District shall have the right to select its own
legal counsel at the expense of Grantees, subject to the City's approval, which approval shall not
be unreasonably withheld.
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 fax 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 CITY`. City of Petaluma
City Manager
11 English Street
Petaluma, CA 94952
Telephone: (707) 778 -4345
Draft MGA Paula: Lane' — January 2012
ACQUISITION
Fax: (707) 778-4419
TO Paula Lane Action Network
P.O. Box 2903
Petaluma, CA 94953
Telephone; (707) 773 -3215
Fax:- (707)'763-6799 (Attn:-PLAN)
f Assignment and Delegation. Grantees shall not assign, delegate, sublet, or
transfer any interest in or duty under this Agreement without 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 the agreement. No oral understanding or agreement not
incorporated in this agreement shall be binding on any of the parties.
h. Notice of Unrecorded Matching Grant Agreement. Within 10 days of the
Effective Date of this Agreement, District and Grantees shall execute and record a Notice of
Unrecorded Grant Matching Grant Agreement.
IN WITNESS WHEPEOF, the parties hereto have executed this Agreement as set forth below.
Draft MGA Paula Lane — January 2012
0
ACQUISITION
APPROVED:
SONOMA COUNTY AGRICULTURAL
PRESERVATION AND OPEN SPACE
DISTRICT
President, Board of Directors
Date:
Attest:
Clerk of the Board of Directors
APPROVED:
GRANTEE: CITY OF PETALUMA
By:
Date:
ATTEST:
City Clerk
Date:
APPROVED AS TO FORM:
City Attorney
Draft MGA Paula Lane — January 2012
City Manager
L']
Is
ACQUISITION
Finance:Director
Department Director
Risk Manager
GRANTEE: PAULA•LANE ACTION NETWORK
Susan Kirks Board Chair
Date:
Draft MGA Paula Lane January 2012
H
0
ACQUISITION
SAMPLE PERFORMANCE REPORT
Grantee name:
Project name:
Performance report #:
Submittal date:
Reporting period: to
Report narrative: Summarize current status of project and compare it to the status required by
the work plan (tasks, timeline, budget). Describe successes and challenges encountered within
the reporting period. Provide the following specific information: 1) percent completion of
project,.and 2) amount, source(s) and percent of match expended. Include any requested changes
to the timeline.
Signature from authorized project representative including date and title
1788213.1
Draft MGA Paula Lane — January 2012
ko
ATTACHMENT
CITY OF PETALUMA, CALIFORNIA
J. L
AGENDA BILL
December-7, 2005
Agenda Title: Resolution authorizing the Ciiy,Managerto pursue
Meeting Date: December 7, 2009
additional funding from Sonoma County Agricultural Preservation and
Open Space District (SCAPOSD) needed to complete the Paula Lane
Meeting Time: 7:00 PM
acquisition, and authorization to execute agreements if the grant application
is successful.
Category: ❑ Presentation ❑ Appointments . ® Consent ❑ Public Hearing ❑ Unfinished Business ❑ New Business
Department:
Director:
Contact Person:
Phone.Number: 778 -4345
Citv Manager
John C. Brown, City
Scott Brodhun, .
Manager
Assistant City Ma ager
Total Cost of Proposal or Proiect:
Name of Fund:
Staff time to assist project partner P'.L.A.N. in grant process
$27000 - $2.500
Account'Number:
Amount Budgeted:
Current Fund Balance:
Recommendation: It is recommended that the City Council take thepfollowing action: Approve the
Resolution authorizing the City Manager to pursue additional funding from Sonoma County Agricultural
Preservation and Open Space District ( SCAPOSD) needed to complete the Paula Lane acquisition, and
authorization to execute agreements if the grant application is successful.
1. ❑ First reading of Ordinance approved unanimously, or with unanimous.vote.to allow posting prior to second reading
2. ❑ First reading of Ordinance approved without unanimous vote: Ordinance has been published/posted prior to second
reading, see Attachment._
3. ❑ Other action requiring special notice: Notice has been given, see Attachment
Summary Statement:
The Paula Lane Open Space Preserve received a $1,000,000 grant recommendation in the 2008 -09 funding cycle
of the SCAPOSD Matching Grant program to help acquire the Paula Lane property.. A new appraisal, currently
under review at the SCAPOSD, has revealed an estimated fair market value in the range of $1,600,000 to
$2,250,000. In an effort to secure sufficient funding needed to proceed with acquisition, Paula Lane Action
Network (PLAN) and the City submitted additional grant applications to the State Coastal Conservancy and the
Regional office of Department of Fish and Game /State Wildlife Conservation Board. However, the State budget
crises resulted in holding the applications indefinitely. While the SCAPOSD staff initially denied the request to
resubmit the project into the matching grants program, City staff has worked to gain SCAPOSD approval and
support for this grant application that is structured to augment the previous award.
Attachmentsl,to Agenda Packet Item:
1. Resolution
Reviewed by Finance Director:
Reviewed by City Attorney:
Approv 4ana er:
Date:
Date:
Date: 12-3 eq
Rev. #, I Ad Date Last Revised; File:
I try.,..
V1
CITY OF PETALUMA,, CALIFORNIA
DECEMBER 7, 2009
AGENDA REPORT
Resolution authorizing the City Manager to pursue additional funding from Sonoma
County Agricultural Preservation. and Open Space District ( SCAPOSD) needed to
complete the Paula Lane acquisition, and authorization to execute agreements if the grant
application is successful.
I, RECOMMENDATION:
Approve a Resolution authorizing the City Manager to pursue additional funding from
Sonoma County Agricultural Preservation' and Open Space District ( SCAPOSD)
needed to complete the Paula Lane acquisition, and authorization to execute
agreements if the grant application is successful.
2. BACKGROUND:
The Sonoma County Agricultural Preservation and Open Space District ( SCAPOSD)
continues to operate its Matching Grant Program, which provides a 50% match for
land acquisition, restoration and improvements for urban open space projects and
recreation projects within or near incorporated, areas. The funding availability for the
2009 -2010 grant cycle is estimated to be $2,000,000.
In 2007, the City submitted grant applications to the SCAPOSD for the East
Washington Park project and for the Paula Lane acquisition. The East Washington
Park project was awarded S2,000,000 and the Paula Lane acquisition was not
recommended for funding. In 2005, the City submitted a grant application for the
LaCresta Ridge acquisition, and resubmitted Paula Lane and East Washington Park.
The LaCresta Ridge acquisition was recommended for an award of $2,000,000, and
the Paula Lane acquisition was recommended for an award of $1,000,000. The East
Washington Park project did not receive a funding recommendation in the 2008 cycle.
At the time of the 2008 Paula Lane grant application the estimated fair market value of
the property was unknown. A previous appraisal, completed in 2005, suggested a fair
market value of $3,000,000, and was the estimate utilized in the application. The
appraisal update process, has now revealed an estimated fair market value in the range
of $1,600,000 to $2,250,000. The appraisal, is currently under review at tite Sonoma
County Agricultural Preservation and Open Space District.
While the 2008 funding', recommendation is an important step forward for the Paula
Lane project, underfundina air acquisition creates the need to secure additional
funding. Following the recommended grant award, in partnership with PLAN, the
City submitted additional grant applications to the State Coastal Conservancy and the
Regional office of Department of Fish and Game /State Wildlife Conservation Board.
a
V
These applications were positively received, however the State budget crisis has
resulted in holding the applications indefinitely.
The Paula Lane property owners have been willing sellers since 2006. They desire a
timely sale and movement in the process, and City staff has kept them informed of
progress over the last year.
This project was identified in 2002, as a potential Matching Grant project. It has been
a high priority project for the City of Petaluma, offering multiple community benefits
while preserving upland habitat, open space and rural character. Unfortunately, the
City, along with other municipalities and the State, has experienced significant fiscal
challenges. Thus, developing sufficient finding for this acquisition has proven to be
difficult.
3. DISCUSSION:
The 2008 award to the Paula Lane project did not provide full funding. The City is
seeking supplemental funding to augment the previously awarded grant. The request
suggests a funding range that will support acquisition, and is dependent on the
response to the alternate grant applications. SCAPOSD staff initially discouraged re-
submittal of the project in the matching grants, program. However, staff has worked
closely with SCAPOSD staff creating the opportunity for this re- submittal, which is
supported by the proposed resolution. SCAPOSD has specifically requested updated
information relative to the project, including an updated and /or revised budget that
identifies the various components of the grant match for the previously awarded
$1;000,000, and a budget specifically identifying the "new" finds being applied for
and the source of the required 50% match for those funds. It is important to note that
PLAN has developed strategies to provide the required matching funds through in-
kind services, on -going and long -term maintenance and operations, and income
derived from rental properties that are on -site.
In addition to the Paula Lane application, staff has also submitted an application for
Open Space funds to acquire McNear Peninsula. The application serves as a
placeholder, while an opinion of value is developed and a determination can be made
that there is realistic potential to pursue the acquisition. If it appears the potential
exists to move forward on an acquisition, an additional resolution will be returned
seeking the City Council's approval to proceed with that application.
4. FINANCIAL IMPACTS:
The financial impact to prepare and submit the grant application is staff time. The
request for additional funding will be prepared by PLAN, although staff time is, and
has been required on application materials and in working with SCAPOSD staff in
preparation of the current grant cycle. It is important to note that PLAN has
completely funded the current appraisal and most all costs associated with
development of the grant application.
0
Resolution No. 2009 -193 N.C.S.
of the City of Petaluma,. California
AUTHORIZING THE CITY MANAGER TO PURSUE ADDITIONAL FUNDING
FROM SONOMA COUNTY AGRICULTURAL PRESERVATION AND OPEN SPACE
DISTRICT (SCAPOSD) NEEDED TO COMPLETE THE PAULA LANE ACQUISITION,
AND AUTHORIZATION TO EXECUTE AGREEMENTS
IF THE GRANT APPLICATION IS SUCCESSFUL
WHEREAS, the Sonoma County .Agricultural Preservation and Open Space District has
announced a competitive program and availability of funds for grants in the area of land
acquisition for open space preservation and recreation opportunities; and,
WHEREAS, said grants are intended to help preserve irreplaceable open space lands in
perpetuity in a way that provides environmental enhancement; and,
WHEREAS, the City of Petaluma's Paula Lane Open Space Preserve project was
recommended for approval for land acquisition funding in the 2008 Matching Grant program
cycle, with an award of $1000,000; and,
WHEREAS, the City of Petaluma has followed due diligence in seeking additional
funding for this important acquisition, with cunentState agency grant applications filed with the
State Coastal Conservancy as well as the Wildlife Conservation Board, but State agency
application reviews have been placed on hold during extraordinary economically challenging
times; and,
WHEREAS, the City of Petaluma continues to strive to engage in strong partnerships
with nonprofits and community groups such as the outstanding example established by the Paula
Lane Action Network, to provide amenities, educational enhancement, and improved quality of
life and open space access for all South County residents; including underserved communities;
and.
WHEREAS, the fiscal challenges experienced by City of Petaluma, other cities in
Sonoma County, the region, and the State, are serious and could result in jeopardizing
Resolution No. 2009 -193 N.C.S.
Page I
1)
completion of this very deserving project,
NOW, THEREFORE, BE IT RESOLVED'THAT the City Council of the City of
Petaluma approves the application for a Sonoma County Agricultural Preservation and Open
Space District grant and hereby directs the City Manager to continue the processing of a grant
application with the SCAPOSD.
BE IT FURTHER RESOLVED that if offered Such a grant, the City Council hereby
authorizes the City Manager to negotiate and accept the grant and,execute an agreement with the
SCAPOSD for the administration of the grant funds pursuant to the grant contract.
Underthe power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introducedand:adopted -by the �)")` as t o
Council of the City of Petaluma at a.Regular meeting on the 7 °i day or Dece
2009, by the following vote:
AYES: Vice Mayor Barren. &ass. Hariis. Healy, Rabbits, Renee, . Mayor Torliatt
NOES: None
.ABSENT: None
ABSTAIN: None
ATTEST.: ft%"
City Clerk
Resolution No. 2009 -193 N.C.S.
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