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HomeMy WebLinkAboutOrdinance 2181 N.C.S. 05/17/2004 EFFECTIVE DATE OF ORDINANCE 1 2 June 17, 2004 3 4 ORDINANCE NO. 2181 N.C.S. 5 6 7 AN ORDINANCE OF THE COUNCIL OF THE CITY OF PETALUMA 8 AUTHORIZING EXECUTION OF AN OPTION AGREEMENT 9 WITH REGENCY REALTY GROUP, INC. 10 FOR A NONEXCLUSIVE VEHICULAR AND PEDESTRIAN ACCESS EASEMENT, 1 1 AUTHORIZING EXECUTION OF AN EASEMENT AGREEMENT 12 UPON SATISFACTION OF ALL REQUIRED CONDITIONS, 13 AND AUTHORIZING NEGOTIATION AND EXECUTION 14 OF AN AMENDMENT TO THE FAIRGROUNDS ASSOCIATION LEASE 15 16 17 18 Introduced by Seconded by 19 20 21 Council Member Torliatt Council Member O'Brien 22 23 24 BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: 25 26 WHEREAS, the City of Petaluma is the owner of the Easement Area described in 27 Exhibit A to the Option Agreement attached hereto as Exhibit I; and, 28 29 WHEREAS, Regency Redlty Group, Inc., a Florida corporation ("RRG") has an 30 option to purchase the Kenilworth School Site from the Petaluma Joint Union High 31 School District; and, 32 33 WHEREAS, RRG's purchase of the Kenilworth School Site will enable the Petaluma 34 School District to construct a new junior high school to replace the dilapidated school 35 facilities currently located on the Kenilworth School Site; and, 36 37 WHEREAS, access to the Kenilworth School Site is inadequate to make 38 development feasible, and RRG desires to acquire the right to obtain a nonexclusive 39 pedestrian and vehicular easement over the Easement Area in order to improve 40 access to the Kenilworth School Site and facilitate its development; and, 41 42 WHEREAS, the redevelopment of the Kenilworth School Site will be of benefit to 43 the City and the Community Development Project Area and will be consistent with the 44 redevelopment plan adopted for the Project Area; and, 45 46 WHEREAS, RRG has agreed to undertake certain obligations in connection with 47 the construction and maintenance of improvements located within the Easement Area Ordinance No. 2181 N.C.S. Page 1 1 and the provision of replacement parking for the parking spaces currently located 2 within the Easement Area; and, 3 4 WHEREAS, the Fair Association has agreed in principle that it will execute an 5 amendment to its lease with the City to exclude from the leased premises the Easement Area 6 and the Skateboard/Solar Collector Area, provided the City agrees to add the Payran 7 Firehouse property to the leased premises; and, 8 9 WHEREAS, the City Council finds that the actions authorized and granted to the City 10 Manager under this ordinance are exempt from the provisions of the California Environmental 1 1 Quality Act (CEQA) pursuant to Sections 15061(b) (3), 15303, 15304, and 15333 of the CEQA 12 Guidelines. 13 14 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PETALUMA, CALIFORNIA, 15 DOES HEREBY ORDAIN AS FOLLOWS: 16 17 Section 1. The City Manager is hereby authorized to execute an Option 18 Agreement substantially in the form attached hereto as Exhibit I pursuant to 19 which RRG shall be granted an option to acquire an easement across the 20 Easement Area described in Exhibit A to the Option Agreement on the terms and 21 conditions set forth in the Option Agreement. 22 23 Section 2. Provided that all conditions precedent to the exercise of the option 24 have been satisfied, the City Manager is hereby authorized to execute an 25 Easement Agreement substantially in the form attached as Exhibit B to the 26 Option Agreement pursuant to which the Easement would be granted to RRG 27 and RRG would be obligated to construct and maintain street, sidewalk, lighting 28 and landscaping in the Easement Area. 29 30 Section 3. The City Manager is hereby authorized to negotiate and execute 31 an amendment to the lease by and between the City of Petaluma and the 32 Fourth District Agricultural Association pursuant to which (i) the Easement Area 33 described in Exhibit A to the Option Agreement and the Skateboard/Solar 34 Collector Area described in Exhibit A-1 to the Option Agreement would be 35 excluded from the leased premises, and (ii) the Payran Firehouse Property 36 (depicted in Exhibit II) would be added to the leased premises. 37 38 Section 4. The City Manager is hereby authorized to undertake such further 39 action as necessary to carry out the intent of this Ordinance. 40 41 Section 5. If any section, subsection, sentence, clause or phrase or word of 42 this ordinance is for any reason held to be unconstitutional, unlawful or otherwise 43 invalid by a court of competent jurisdiction, such decision shall not affect the 44 validity of the remaining portions of this ordinance. The City Council of the City 45 of Petaluma hereby declares that it would have passed and adopted this 46 ordinance and each and all provisions thereof irrespective of the fact that any 47 one or more of said provisions be declared unconstitutional, unlawful or 48 otherwise invalid. Ordinance No. 2181 N.C.S. Page 2 1 2 Section 6. This ordinance shall become effective thirty (30) days after the 3 date of its adoption by the Petaluma City Council. 4 5 Section 7. The City Clerk is hereby directed to post this ordinance for the 6 period and in the manner required by the City Charter. 7 8 INTRODUCED and ordered posted/e~ this 3~d day of May 2004. 9 10 ADOPTED this 17'" day of May 2004, by the following vote: 11 12 AYES: 13 14 NOES: 15 16 ABSENT: 17 18 19 ' 20 21 David Glass, Mayor 22 23 - 24 25 26 27 ATTEST: APPROVED AS TO FORM: 28 29 _ ~ 30 31 j 32 Gdyle P ersen, City Clerk Richard R. Rudnansky, Cif rney 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Ordinance No. 2181 N.C.S. Page 3 1 Exhibit 2 3 OPTION AGREEMENT 4 5 6 THIS OPTION AGREEMENT ("Option Agreement" or "Agreement") is entered into 7 effective as of , 2004 ("Effective Date"), by and between the City of 8 Petaluma, a municipal corporation ("City") and Regency Realty Group, Inc., a Florida 9 corporation ("Regency`'). City and Regency are hereinafter collectively referred to as 10 the "Parties." 11 12 A. City is the owner of certain real property (the "Easement Area") located within 13 the City of Petaluma and more particularly described in Exhibit A attached 14 hereto and incorporated herein by this reference. 15 16 B. Regency has an option to purchase the real property located at _ Kenilworth 17 Court ("Kenilworth School Site") from the Petaluma Joint Uriion High School 18 District ("School District"). 19 20 C. Regency's purchase of the Kenilworth School Site will enable the School District 21 to construct a new junior high school to replace the dilapidated school facilities 22 currently located on the Kenilworth School Site. 23 24 D. Access to the Kenilworth School Site is inadequate to make development 25 feasible, and Regency desires to acquire the right to obtain a nonexclusive 26 pedestrian and vehicular easement ("Easement") over the Easement Area in 27 order to improve access to the Kenilworth School Site and facilitate its 28 development. 29 30 E. The redevelopment of the Kenilworth School Site will be of benefit to the City and 31 -the Community Development Project Area ("Project Area"), and will be 32 consistent with the redevelopment plan adopted for the Project Area. 33 34 F. At its meeting of May 3, 2004, the Petaluma City Council authorized the grant to 35 Regency of an easement across the Easement Area, contingent upon and 36 subject to certain conditions. 37 38 G. In consideration for the grant of Easement and the rights granted hereunder, 39 Regency has agreed to undertake certain obligations in connection with the 40 construction and maintenance of improvements located within the Easement 41 Area and the provision of replacement parking spaces for those currently 42 located within the Easement Area. 43 44 NOW THEREFORE, for good and valuable consideration, the receipt and 45 sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 46 Ordinance No. 2181 N.C.S. Page 4 1 1. Grant of Option. City hereby grants to Regency an option to acquire an 2 easement across the Easement Area ("Option") on the terms and conditions set forth 3 herein and in.the Easement Agreement ("Easement Agreement") attached hereto as 4 Exhibit B and incorporated herein by reference. 5 6 2. Reservation of Rights/Nonexclusive Easement. Regency acknowledges that the 7 Easement shall be subject to (i) a reservation of rights allowing use of the Easement 8 Area for roadway, pedestrian and vehicular ingress, egress and access by members of 9 the public, (ii) City's right to grant easements to other parties for, among other 10 purposes, the installation of utilities and storm drain improvements in the Easement 1 1 Area, provided that Regency's use of the Easement is not unreasonably impaired 12 thereby, and (iii) City's right fo convert the Easement Area to a public street provided 13 that such street provides access to the Kenilworth School Site comparable to the 14 access created by the Easement. 15 16 3. Conditions Precedent. Regency's acquisition of the Easement is expressly 17 conditioned upon all of the following, and Regency and City agree that Regency shall 18 have no right to exercise the Option granted hereby prior to fulfillment of all of the 19 following: 20 a. Regency's acquisition of the Kenilworth School Site and Regency's 21 provision to City of evidence reasonably satisfactory to City that Regency possesses title 22 to the Kenilworth School Site. 23 b. Execution by the Fourth District Agricultural Association of the State of 24 California ("Association") of a legally binding amendment ("Lease Amendment") to 25 that certain Lease of Kenilworth Park for Fair, Exhibition and Recreation Purposes by and 26 between the City as Lessor and the Association as Lessee, dated January 1, 1.973, and 27 amended October 3, 1996 (as so amended, the "Lease"), pursuant to which the 28 Easement Area and the "Skateboard Park and Solar Collector Area" (as more 29 particularly described in Exhibit A-1 attached hereto shall be excluded from the Lease. 30 c. Regency's satisfaction of (or Regency's execution of a legally binding 31 commitment to satisfy) all of the following conditions at Regency's sole expense: 32 (i) Provision to the Association of an easement granting the Association 33 and its employees, invitees, and patrons access to the Fairgrounds from Lindberg Street; 34 (ii) Either (a) performance of work necessary to pave a portion of the 35 property known as "Fairgrounds Parking Lot B" sufficient in size to replace parking 36 spaces that will be lost as a result of the use of the Easement Area, or (b) provision to 37 the Association of an easement allowing patrons of specified events the right to park 38 vehicles in the parking lot Regency shall construct on Regency's property; 39 (iii) Acquisition of the written consent of the Sonoma County Transit 40 Manager and of any other party from whom consent is required to the alteration of the 41 Park 8~ Ride lot developed pursuant to that certain Petaluma Fairgrounds Park & Ride 42 Facility Agreement for Development, Use and Maintenance, dated October 3, 1996, by 43 and among the City, the County of Sonoma, the School District and the Association; 44 (iv) Installation of a sign for the Sonoma-Marin Fair on East Washington 45 Street; and 46 (v) Payment of the sum. of [One Hundred Fifty Thousand Dollars 47 ($150,000)] to the Association. 48 Ordinance No. 2181 N.C.S. Page 5 1 e. Regency's acquisition of all entitlements ("Project Approvals") necessary for 2 the development of the Kenilworth School Site, including without limitation completion 3 of CEQA review for the project to be developed on such site and for the creation of a 4 roadway providing access to such site across the Easement Area. The Parties 5 acknowledge that this Agreement does not obligate the City to grant any approval or 6 authorization required for the development of the Kenilworth School Site or the 7 Easement Area. 8 f. Execution of an agreement pursuant to which Regency agrees, at its expense 9 (i) to construct a project in conformity with the Project Approvals., (ii) to construct and 10 install roadway, sidewalk, lighting and landscaping improvements (collectively 1 1 "Improvements") in the Easement Area regardless of whether the City establishes a 12 public street in the Easement Area, and (iii) to maintain the Improvements unless and 13 until City establishes a public street in the Easement Area. 14 15 4. Consideration. If the Project Approvals grant entitlements to develop a project 16 that includes at Least 300,000 square feet of retail space in a mixed-use development 17 that includes housing, then provided that all conditions set forth in Section 3 have been 18 satisfied, Regency shall be obligated to pay no further consideration for the Easement 19 or the rights granted by this Agreement. If the condition set forth in the immediately 20 preceding sentence is not satisfied, then upon exercise of the Option, Regency shall 21 pay to City the fair market value at the time of exercise of (i) the Easement Area, and 22 (ii) the leasehold interest in the property known as the "Payran Street Firehouse 23 Property" which City has agreed to add to the premises leased to the Association in 24 order to induce Association to execute the Lease Amendment. If the Parties are 25 unable to agree upon a fair market value, then each Party shall appoint an appraiser. 26 If the two appraisers cannot agree upon a value, then they shall appoint a third 27 appraiser. If the third appraiser agrees with either of the original appraisers, the value 28 so established shall be binding on the Parties. If there is no such agreement, the middle 29 value shall be binding on the Parties. Payment of the consideration set forth in this 30 Section is not a condition precedent to acquisition of the Easement; provided however, 31 Regency shall be obligated to pay such consideration to City not later than thirty (30) 32 days following the determination of value pursuant to this Section, and in no event later 33 than 180 days following delivery of Regency's Notice of Exercise. 34 35 5. Term. The term of the Option (the "Option Term") shall commence on the date 36 when all conditions set forth in Section 3 hereof have been satisfied, and shall end at 37 5:00 p.m. on the seventh (7'") anniversary of the Effective Date; provided however, this 38 Option Agreement shall terminate and be of no further effect if Regency has not 39 acquired the Kenilworth School Site by June 30, 2004. Notwithstanding any contrary 40 provision contained herein, this Option Agreement shall terminate and be of no further 41 effect if and when City determines to establish a ,public street through the Easement 42 Area or in a substantially comparable location which will provide access to the 43 Kenilworth School Site comparable to the access provided by the Easement. No 44 compensation will be payable to Regency in the event of such termination. 45 46 6. Notice of Exercise; Close of Escrow; Allocation of Costs. At any time during the 47 Option Term, Regency may exercise the Option by providing City with written notice of 48 its intent to exercise ("Notice of Exercise") together with evidence reasonably Ordinance No. 2181 N.C.S. Page 6 1 satisfactory to City that all conditions set forth in Section 3 have been satisfied. 2 Conveyance of the Easement shall be consummated through an escrow to be opened 3 within three (3) business days following delivery of such Notice of Exercise. Unless 4 otherwise agreed to by the Parties, within thirty (30) days following delivery of the 5 Notice of Exercise, the Parties shall execute and deposit into escrow an Easement 6 Agreement substantially in the form attached hereto as Exhibif B, and shall cause a 7 copy thereof to be recorded in the Official Records of Sonoma County upon payment 8 by Regency of any consideration payable pursuant to Section 4. 9 10 The cost of any investigation Regency undertakes in connection with acquisition of the 1 1 Easement, including but not limited to environmental investigations, shall be payable by 12 Regency. Property taxes and assessments shall be prorated as of the close of escrow, 13 and Regency shall be responsible for payment of all such charges from and after close 14 of escrow. Regency shall be responsible for payment of all costs of closing, including 15 without limitation, all escrow charges, transfer taxes, and title insurance premiums. 16 City covenants that it shall do nothing to cause the Easement Area to be subject to 17 liens, claims or encumbrances that would interfere with conveyance of the Easement 18 or Regency's use of the Easement Area. 19 20 7. Assignment; No Third-Party Beneficiaries. This Option Agreement and the option 21 conveyed hereby is personal to Regency and may not be assigned by operation of law 22 or otherwise without the express written consent of City which shall not be unreasonably 23 withheld or delayed provided that the assignee assumes all obligations of Regency 24 hereunder. This Agreement is not intended to benefit, and shall not run to the benefit 25 of, or be enforceable by, any person or entity other than the Parties and their permitted 26 successors and assigns. 27 28 8. Miscellaneous Provisions. 29 30 8.1 Notices. Except as otherwise specified in this Agreement, all notices to be 31 sent pursuant hereto shall be made in writing, and sent to the parties at their respective 32 addresses specified below or to such other address as a party may designate by written 33 notice delivered to the other parties in accordance with this Section. All such notices 34 shall be sent by: 35 (i) personal delivery, in which case notice shall be deemed delivered 36 upon receipt; 37 (ii) certified or registered mail, return receipt requested, in which case 38 notice shall be deemed delivered two (2) business days after deposit, postage 39 prepaid in the United States mail; 40 (iii) nationally recognized overnight courier, in which case notice shall be 41 deemed delivered one (1) day after deposit with such courier; or 42 (iv) facsimile transmission, in which case notice shall be deemed delivered 43 on transmittal, provided that a transmission report is generated reflecting the 44 accurate transmission thereof. 45 Ordinance No. 2181 N.C.S. Page 7 1 City: CITY OF PETALUMA 2 1 1 ENGLISH STREET 3 PETALUMA, CA 94952 4 Attn: 5 Telephone: 6 Facsimile: 7 8 9 REGENCY: Regency Realty Group, Inc. 10 1850 Mt. Diablo Blvd., Suite 225 1 1 Walnut Creek, CA 94596 12 Attn: Tom Engberg 13 Telephone: 14 Facsimile: 1S 16 With copy to: Hanson Bridgett Marcus Vlahos Rudy LLP 17 80 E. Sir Frances Drake Blvd, Suite 3E 18 Larkspur, CA 94939 19 Attn: Mary K. McEachron 20 21 22 8.2 Attorneys' Fees. In any action at law or in equity, arbitration or other 23 proceeding arising in connection with this Agreement, the prevailing party shall recover 24 reasonable attorneys' fees and other costs, including but not limited to court costs and 25 expert and consultants fees incurred in connection with such action, in addition to any 26 other relief awarded, and such attorneys' fees and costs shall be included in any 27 judgment in such action. 28 29 8.3 Amendments. This Agreement may be amended only by a written 30 instrument executed by the Parties or their successors in interest. 31 32 8.4 Severability. If any provision of this Agreement shall be held to be invalid, 33 void or unenforceable, the validity, legality and enforceability of the remaining portions 34 hereof shall not in any way be affected or impaired thereby.. 35 36 8.5 Waiver. A waiver by either party of the performance of any covenant or 37 condition herein shall not invalidate this Agreement nor shall it be considered a waiver 38 of any other covenant or condition, nor shall the delay or forbearance by either party in 39 exercising any remedy or right be considered a waiver of, or an estoppel against,. the 40 later exercise of such remedy or right. 41 42 8.6 Remedies; No Damages Against City. Upon the occurrence of an event 43 of default hereunder, the Parties may pursue all remedies at law or in equity, expressly 44 including the remedy of specific performance of this Agreement; provided however, in 45 no event shall damages be awarded against City upon an event of default hereunder, 46 upon termination of this Agreement pursuant fo the provisions hereof, or upon 47 determination by a court of competent jurisdiction that this Agreement or any part 48 hereof is unenforceable or invalid. Ordinance No. -2181 N.C.S. Page 8 1 2 8.7 Indemnification. Regency shall indemnify, defend and hold harmless City 3 and the Petaluma Community Development Commission and their respective boards, 4 commissions, and elected and appointed officials, employees, agents and contractors 5 (collectively "Indemnitees") from and against all claims, actions, proceedings, 6 demands, liabilities, judgments, losses, expenses (including reasonable attorneys' fees 7 and expenses) and costs (collectively "Claims") arising out of or related to this 8 Agreement including any claim, action or proceeding to attack, set aside, void or 9 annul. this Agreement or any part hereof. City shall promptly notify Regency of any 10 such Claim. Nothing contained in this Section shall prohibit the City from participating 1 1 in a defense of any Claim, and if the City chooses to do so, Regency shall reimburse 12 City for reasonable attorneys' fees and expenses incurred by City. 13 14 8.8 Entire Agreement. This Agreement, together with the Easement 15 Agreement, the Lease Amendment, and Exhibits A through C, attached hereto and 16 incorporated herein by this reference, contains the entire agreement between the 17 Parties with respect to the subject matter hereof, and supersedes all prior negotiations, 18 documents and discussions pertaining thereto. 19 20 8.9 Parties Not Co-Venturers; No Brokers. Nothing in this Agreement is 21 intended to or shall establish the Parties as partners, co-venturers, or principal and 22 agent with one another. Each Party represents and warrants to the other that no 23 brokers have been retained or consulted in connection with this transaction other than 24 as disclosed in writing to the other party. Each Party shall defend, indemnify, and hold 25 the other Party harmless from any claim, expense, cost, loss or liability imposed by any 26 party claiming a fee or commission in connection with this Agreement or the acquisition 27 of the Easement and arising out of the indemnifying Party's conduct. 28 29 8.10 Captions. The captions of the Sections of this Agreement are for 30 convenience only and are not intended to affect the interpretation or construction of 31 the provisions hereof. 32 33 8.1 1 Counterparts. This Agreement may be executed in multiple counterparts, 34 each of which shall be an original and all of which together shall constitute one 35 agreement. 36 37 8.12 Further Assurances; Memorandum. The Parties agree to execute, 38 acknowledge and deliver to the other such other documents and instruments, and to 39 undertake .such actions, as either shall reasonably request or as may be necessary to 40 carry out the intent of this Agreement. Without limiting the generality of the foregoing 41 (i) the Parties agree to execute and record in the Official Records of Sonoma County a 42 Memorandum of Option substantially in the form attached hereto as Exhibit C, and (ii) 43 upon termination of this Agreement or upon expiration of the Option, Regency agrees 44 to execute, acknowledge, and deliver to City a quit claim in recordable form within ten 45 (10) days following request by City, and to execute, acknowledge and deliver such 46 other documents reasonably necessary to remove the cloud of this Agreement from 47 title. Ordinance No. 2181 N.C.S. Page 9 1 8.13 Governing Law; Time is of the Essence. This Agreement shall be 2 interpreted under and pursuant to the laws of the State of California without regard to 3 principles of conflict of laws. Time is of the essence and is a material term. for all 4 conditions and provisions contained in this Agreement. 5 6 IN WITNESS WHEREOF, the City and Regency have executed this Option 7 Agreement as of the date first written above. 8 9 REGENCY 10 11 By:_ 12 13 Its: 14 15 16 CITY OF PETALUMA 17 18 By: 19 20 Its: 21 22 23 24 ATTEST: 25 26 27 28 City Clerk 29 30 APPROVED AS TO FORM: 31 32 33 34 City Attorney 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Ordinance No. 2181 N.C.S. Page 10 1 2 STATE OF CALIFORNIA ) 3 ) ss. 4 COUNTY OF SONOMA ) 5 6 7 On before me, , personally 8 appeared , personally known to 9 me (or proved tome that on the basis of satisfactory evidence) to be the person(s) 10 whose name(s) is/are subscribed to the within instrument and acknowledged to me 1 1 that he/she/they executed the same in his/her/their authorized capacity(ies), and that 12 by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of 13 which the person(s) acted, executed the instrument. 14 15 WITNESS my hand and official seal. 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 Ordinance No. 2181 N.C.S. Page 1 1 r 1 2 3 4 Exhibit A 5 Easement Area 6 (Attach legal description.) 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Ordinance No. 2181 N.C.S. Page 12 M~ ~ - - _ - y - . _ { 4 Y. ~ti.y ~Y F' t~ T , ` o° ~ .+~f ~ ~ s (r ~ _ ee r. r' F ~ J ~J~' ~ . ~2~ ` Petaluma t"` } ~ / t ~ `Swim "Center ~ ~ % > h ~ r 4 Y 4 f ri" a. ~ ~ ~ r ~ ~ ~/r _ ` Skateboard - _ ~ ~~j ~ - Park- - - ~ - , _ _ . _ ; .^,L - _ r ~ lti ~ is _ Exhibit A f ; : ~i ~ rig.- Petaluma Fairgrounds ti _ ~ x ~ti . ~ ~~k } ~ r Proposed Easement LL~~:~. Area " ~ ~ Total easement area is approxJ Scale: 1'" _ 100' 55,500 sq ft or 1.27 acres ~ ' April 29,'2004 ~ ' ~ ~ f ~ , - Ordinance No. 2181 N.C.S. Page 13 1 2 Exhibit A-1 3 Skateboard Park and Solar Collector Area 4 (Attach legal description.) 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Ordinance No. 2181 N.C.S. Page 14 . . ~t ' .~~~aa/~,, Y t .d. i' '1~ - - 'r _ ~ ~ ~ _~r^ Caw t ~~oy) ' ` ~ ~ \ ~ - O \ T \ ~ ~ ~ ~ ~ M ~ / Skat~bo~rrd / + Palk + + + ,y i j ~ + + + , ~ + + + + ~ ' 9 ~ ~j~ ~ ~ ~ ~ ~ x.y ~ . / ~ ~,`4 . Exhibit A- ~ , 1 ;1.,, t. Petaluma Fairgrounds ; ~ ~ .r.'a, , y~ ~ , ~ _ Proposed Easement ' , `•4 Lam'. h~~ - _ I Area ~ Total easement area is approx. ~ ~ - ~ ' ~ ~ ~ 55,500 sq ft or 1.27 acres ~°-~~~1 ~>~w + Skateboard Park and d - y + + Solar Panels N+ I Scale: 1" = 100' Swim Center ~ i April 29, 2004 _ - r; Ordinance No. 21$1 N.C.S. Page 15 1 Exhibit B 2 Easement Agreement 3 (Attach form of Easement Agreement.) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Ordinance No. 2181 N.C.S. Page 16 EXHIBIT B TO OPTION AGREEMENT Recordiria Requested by and ~~rhen Recorded, return to: City Of Petaluma 11 English Street Petaluma, CA 94952 Attn: City Clerk ExEMF'T FROM RECORDING FEES PER GOVERNMENT CODE §6103,27383 , _ (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) EASEIV3ENT AGREEMENT This Easement Agreement ("Agreement"), dated as of , 2U~?4, is executed by and between the City of Petaluma, a California municipal corgi-~aration ("City") and Regency Realty Group, a Florida corporation ("Regency°'), City ao d Regency are hereinafter collectively referred to as the "Parties." RECITALS City is the -owner of certain real property (the "Easemert Area") located ~rvithin the City of Petaluma and more particularly described in Exhibit A attached hereto d:~d incorporated herein by this reference. Regency has purchased. the real property located at _ Kenilworth Court ("Kenilworth School Site") from the Petaluma Joint Union High School District ("Schocsl District"). C. Regency's purchasw ofi the Kenilworth School Site has enab!ec' or will enahle the School District to construct a .new junior high school to replace the dilapidated. school facilities located on the irenilworth School Site. D. Access to the Kenilworth School Site is inadequate to make development r'easibfe, and P.egency desires to acquire a nonexclusive pedestrian and vehicular easement over the Easement Area in order to improve access to the Kenilworth School Site and facilitate its development. E. The redevelopment of the Kenilworth School Site will be of benefit to the City and the Community Development Project Area ("P~oject Area"), and will be consistent with the redevelopment plan adopted for the Project Area. F. At its meeting of May , 2004, the Petaluma City Council authorized the execution 689280-3 Ordinance No. 2181 N.C.S. Page 17 of an option agreement ("Option Agreement"} pursuant to which the City agreed to grant to Regency an easement across the Easement Area, contingent upon and subject to certain conditions as set forth in the Option Agreement. G. Regency has satisfied al! conditions precedent to the exercise of the Option. H. The Parties desire to ensure that: (i) members of the public will at all times have access to and through the Easement Area; (ii) a roadway, sidewalks, landscaping and adequate lighting ("Improverr>,ents") ;Hill be constructed and installed in the Easement Area, and (iii) tl~e Easement Area and the improvements constructed or installed therein will at all times be maintained in a neat, clean, safe and orderly condition. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pdrties agree as follows. 1. Grant of Easement. Gity .hereby grants to Regency, subject to the terms and conditions set forth_in this Agreement, a nonexclusive easerr?ent for pedestrian and verlicular ingress, egress and access ("Easernerrt") across the Easement Area for ~.rse by Regency and its employees, licensees, agents, contractors, invitees, guests, visitors, crrlstomers, vendors, service providers, and tenants for the purpose of providing access to and from the Yenllwarth School Site. 2. Reservation of Rights. Regency acknowledges that the foregoing grant of easement is subject to: (i) a reservation of rights allowing use of the Easement Area for pedestrian and vehicular ingress, egress and ac~.ess by members cf the public, (ii) Gity's right 'to grant easements. to other partiE,s for, among other purposes, the installation of utilities and storm drain improvements in the Easement Area, provided that Regency's use of the Easement is not unreasonably impaired thereby, and (iii) City's right to convert the Easement Area to a public street provided that such street provides access to the Kenil~varth School Site comparable to the access created by the Easement. Regency acknowledges and agrees that upon termination of the Easement in accordance 4^rith c!as?se (iii) of this Section: (a) Regency shall not be entitled io env. form of compensation (including without limitation, compensation for the cost of constru;;tion of improvements in the Easement Area), and (b) Regency shall execute, acknowledge, and deliver to City a quit claim in recordable form within ten (10} days following request by City and shall execute, acknowledge and deliver such other documents reasonably necessary to effectuate the termination of this Agreement and the Easement. City acknowledges and agrees that upon termination of the Easement in accordance with clause (iii) of this Section, notwithstanding any contrary provision contained herein, Regency shall have no further obligation to maintain the Improvements or to indemnify City pursuant to Section 8 hereof except in connection with Glairns arising as a result of or in connection. with Regency's construction of the Improvements or Claims seeking to attack, set aside, void or annul this Agreement or any part hereof. Ordinance No. 2181 N.C.S. Page i•8 3.. Character of Easement. (a) Thy easer~ gent created by this Agreement is expressly for the benefit of Regency as owner of the Kenilworth School Site. Regency's property interests thereby , .benefited shall be the dominant estate, and the property upon which the easement is located shall be the servierrt estate. (b) The easement created by this Agreement is appurtenant to the dominant estate, sh~als ru!°r with the land, and may not be transferred, assigned or encumbered except as an appurtenance to such dominant estate. (c) Each covenant contained ir, this Agreement constitutes a covenant running with 'the land anc! shall inure to the benefit of and be binding upon the Parties and ~-heir respective Successors and assigns., Any person accepting a deed or other instrument . conveying, grantir~3 or assigning any property affected or benefited by this Agreement or any portion thereof or interest therein shall take title subject to this A.greemer~t, and such ;.person shali.;.be deemed tc Dave assumed all of the applicable obligations impocd hereby ,~?ith regara to such property regardless of whether this Agreement is mentioned in such died or ot~er instrumenfi. VUhenever a reference in This ;agrpemer~t is made to . City or Regency, such reference shall be deemed to also mean a reference to the successors in interest of Each such party (or parties), as applicable, as if in every case sc expressed. 4. 7uration. Subject to City's right to terminate the Easement upon the creation of a .public street pcirsuant to Section 2, the Easement shat{ be perpetual in duration unless the Parties mut~.aiiy agree in writing to terminate the Easement. 5. No Barrier.. The Parfii~s agree that absent the written corrsent of the Parties, rip wall, fence, or barrier of any kind whi~,h impairs or impedes access to, ar use of, the Easerent shall be constructed or maintained on or adjacent to the Easement Area, nor shall fihe Parties da anything which shall Nrevent, impair or discourage the use or exercise of the Easement or the free access and movement across the Easement Area. 6. Construction and Maintenance 6.1 Construction. Regency shall, at Regency's sole cost without reimbursement, complete construction and installation of sidewalks, roadway improvements, lighting and landscaping in the Easement. Area in accordance with City's approvals for the development of the KeniiU?orth Sc:haol Site. At Regency`s sole cast without reimbursement, Regency shall (i) maintain, repair, replace and reconstruct in accordance with the standard set forth in Section 7, the sidewalks, roadway, landscaping and lighting located in the Easement Area, (ii) install and maintain adequate lighting for pedestrian and vehicular travel across the Easement Area, and (iii) Ordinance No. 2181 N.C.S. Page ? 9 maintain the Easement Area in compliance with applicable laws and regulations, including ~rrithout limitation, the Americans with Disabilities Act ("AdA") as an unobstructed path of travel between East Washington Street and Kenilworth Court. 6.2 Maintenance. (a) Regency shall maintain the Easement Area and the improvements located thereon at Regency's sole cost and expense. (b) Without limiting the generality of the foregoing, Regency steal! be responsible for each of the followring with respect tc the-Easem-ant Area: (i) maintenance of the surface of sidewalks and pavement in level condition and evenly covered with the type of surfacing material originally installed, or such substitute as grill in a!! respects be equal to such original material in quality, appearance and durability, (ii) ;~,aintenance and irrigation of landscaping, (iii) maintenance and repair of such appropriate signs, markers and light fixtures as reasonably required; and (iv) removal Gs papers, debris and refuse from the Easement Aa-ea. (c) Regency shall install at Regency's expense or shall reimburse City for the test cf installation and maintenance of a!l traffic lights and pedestrian signals City in its reasonable discretion determines are necessary pursuant to the i~roject Approvals and environmental review to ensure the safe use of the Easement Area, including v~rithout _ fimitatien, traffic signals that may be located at the East Washington Street and the _ Kenil:~orth Court entrances to the Easement Area. City shat; provide Regency with a stater-nent of suc~ ~ .expenses together with such documentation as Regency may . reasonably request, and Regency shall remit such sum within 3i3 days following receipt of SUC!'1 inVOICe. 7. Standards of Performance. Regency shall perform its construction, maintenance and repair obligations hereunder in accordance with the standards set forth in the Petaluma Central i3usir!ess District Downtown Streetscape Master Pian, and sf~all peg corm al! required work in a timely manner and in accordance with generally accepted principles cif workmanship, using best efforts to minimize disruption in the use of the Easement Area during the course of such work. a. Indemnification. Regency shaft indemnify, defend 'and hold harmless City and the Petaluma Community Development Commission and their respective boards, commissions and elected and appointed officials, employees, agents ante contractors ("Irt~9emnitees") from and against all actions, proceedings, claims, demands, liabilities, judgments, losses, expenses (including reasonable attorneys' foes and expenses) and costs (all of the foregoing, rollectiveiy "Claims") arising out of or related to Regency's performance or failure to perform its construction and maintenance obligations described in Section 6 except tc the extent the same are attributable to the gross negligence or willful misccnduct of Indemnitees_ Furthermore, Regency shall indemnify, defend and hold harrnfess Indemnitees from and against any claim, action or Ordinance No. 2 i 81 N.C.S. Page 20 proceeding to attack, set aside, void or annul this Agreement or any part hereof. City shall promptly notify Regency of any such Claim. Nothing contained in this Section shall prohibit the City from participating ii ~ a defense of any Claim, and if the City chooses to do so, Regency.shail reimburse Gity for reasonable attorneys' fees and expenses incurred by City.. It is the intent of the Parties that City shall have no liability for Claims arising in connection with the use of the Easement Area other than as expressly stated in this Section, 9. .Taxes. Regency shall.be responsible for payment of ail taxes and assessments, including without limitation possessory interest taxes, if any, payable with respect to the Easement Area. 1 C. Insurance. (a) Regency shall at a!i times during the term of this Agreement maintain, in full force and effect, commercially reasonable policies of commercial gQnera! liability insurance including coverage for injury to or death of persons and damage to or '`w destruction of property resulting from the construction, use, operation, repair and maintenance of th:e Easement Area and the improvements to be located therein, U?ith a financially responsible insurance col~pany or companies approved by City, in the amount of not less than. Five Million Dollars ($S,000,CCO) per occurrence and. Five Million Dollars {$S;CCC,000) annual general aggregate. The liability limit under earth insurance policy shall be reviewed and adjusted every five (5) years, beginning from the date of this Agr4e;~ent as mutually agreed by ti-re Parties. If the Parties are unabia to agree, the liability .;limit of each polioy shall be increased by the percentage by whit.-h the Consumer Price Index (All Urban Consumers} for the San Francisco-~?akland-San. Josa metropolitan area-`published by the U.S. Departri~ent of labor has increased since the last date on which the liability limits wore se:. (b} Regency shall furnish to City, on or before the Effective Date of this Agreement, evidence that the insurance referred to in this Section is in full force and effect. (c) Each policy of insurance shall: (i) name the Gity as additional insured thereunder, (ii} stipulate that the insurance is primary insurance and that no insurance orself-insurance of City will be tailed upon to contribute to a loss, and (iii} provide that. the policy may not be cancelled or amended without at least thirty (30) days prior written notice to City. (d) All policies shall be issued by California admitted companies which hold a current rating of nat less than A:Vlli according to Best's Insurance Reports. (e} The Parties acknowledge that some of the foregoing insurance requirements may be fulfilled by a funded self-insurance program. Any such self-insurance must be approved in writing by City, and shall not limit the liabilities assumed under tf~is Ordinance IJo. 218 i rJ.C.S. Page 21 Agreement. 11. Events of Default; Remedies. An Event of Default under this Agreement shall occur if eith~vr Party fails to comply with any of the covenants or obligations hert;undtr and does nit cure such failure within ten (10) days after receipt of written notice thereof (or in the. case of a nonmonetary default, fails to commence to cure such default within such len-day period and tf ioreafter proceeds with due diligence to cure such defau~t.) . .Upon the occurrence of an event of default hereunder, the Parties may pursue all remediES at la~~~ or in equity, expressly including the remedy of specific par rori~n,ance of this A~reerrunt; provided however, in no event shall damages be awarded against City upon are eve, st of default tereunder, upon termination of this Agreernant pursuant to the provisions hereof; or upon determination by a court of competent iurisdiction that this Agreement or' any part hereof is !unenforceable or invalid. 12. I~~isc;ellaneous. 12.1 Effective Caere. This Agreement shall be effective as of the d Ate this docun-ient 'ss r Q,,orded in the ~Jfficial Records .of Sonoma County. 12.2. into ~6.dint Venture; No_3rokers. No provision of this AgreernenY shall be deen~~d to cor~sti.Ete the Parties as partners, principal and agent, arjoint ventr~rers with one ~ancther. Each °arty represents and warrants to the other that n~ brokers have been retained or consulted in connection with this transaction other than as disclosed n writing to the other party. Each Party shall defend, indemnify, grid bold the c;ther Pai~y harmless fi-ar;~ any claim, expense, cost, loss or liability ir~~posed by any party claiming a ~lae ar comr~^ission in connection with this Agreement or the acquisition of the Easement and arising out oi'the indemnifying Party's conduct., _ '12.~ I~lo ~l/aiver. No waiver of. acquiescerce in car consent to any breach of any tear., covenant or condition hereof shall be construed as, or constitute a waiver of, acquiescence in, or cor7sent to, any other, further or succeeding breach of the same or any oiler t~,rE71, covenant or condition. 'i 2.4 iriotices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made i~~ writing, and sent to the Parties at their respective addresses specified below ar to such other address as a f~arty may designate by written notice delivered to the other parties in accordance with ibis Section. All such notices shall be sent by: (i) personal delivery, in whicr, case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice sl'Eal! be deemed delivered on receipt if delivery is confirmed by a return receipt; Ordir.an~e fJo. 218 i N.C.S• F'age 22 (iii) nationally recognized overnight courier, with c"~arges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery es confirmed by the delivery service; (iv) facsimile transmission, in which case notice shat! be deemed delivered upon transmittal, provided that (a) a duplicate copy of thn r iotice is promptly delivered by first-class or certified mai! or by ~~,Crnight delivery, or (b} a transmission report is generated reflecting the acre!rate transmission thereof. Any notice given by facsimile shall be considered to have been received on the . next business day if it is received after S:OO p.m. recipie it's time or an a . ~ nonbusiness day. Gity: City of Petaluma 11 English Street Petaluma, CA 94952 Attn: Telephone: _ Facsimile: Ree~eF~oA~~: Regency Realty Group, lnc. 1850 Mt. Diablo Blvd., quit(; 22:~= V'~'alnut Creek, CA 94596 Attn: Torn Engbery Telephone: Facsimile: With copy te: Hanson Bridgett Marcus Vlahos Rudy LLP 80 E. Sir Frances Drake Blvd, Staite 3E Larkspur, CA 94939 Attn: Mary K. McEachron 'i 2.5 Further Assurances. The Parties agree to execute, acknorviedge and dhiiver to the Miler such ~;ther documents and ir~strun~ents, and to und~rtt#l(e SuCII Gii1P,r actions, as either shall reasonably reguest as may be necessary to carry out the ~nteni of this Agreement. 12.6 No Third Party Beneficiaries. There shall be no Third party beneficiaries to this Agreement except as specifically set forth herein. 12.7 Uovernin Law. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. 12.8 Sever. ability,. 1f any term, provision, covenant or co!-~dition contained in this O~ din;~nce No. 2 i 8 . N.C.S. Fa~a .23 Agreement is held by a court oi' compete;it jurisdiction to be invalid, void or unenforceable, the remai?~der of this agreement shall continue in full force and effect unless the rights and eblinatior±s of the Laartif:s are materially altered or abrdged by .such irnralidation, voiding or aroenforceabi!ity. 129 Attorneys' Fees. In any action at law or in equity, arbitration or other ...proceeding arising in conr~e=coon `,rtiit? this Agreement, the prevailing party shall recover :reasonable attorneys' fees sand other costs, including but not limited to court costs and expert and consultants' fees incurred irE connecti~~n with such action in addition to any • other relief aE~varded, and such attorneys' fees Gnd costs shall be included in ar~y judgment in such action.. 12.10 Countarts. This Agreersc~nt may be executdd in mL~ltiple counterparts, each of which shall be an original and al! of which together shall constitute one agreement. 12.11 timendments. ;his ;aGrePmen, may be modified or amended, in ~,~~hole or - in part, only by an instrumer!t~ ir; ~~vrifing, executed and aclcnowledgea bythe Parties, and recorded in the rJfficial Record; of Sonorn? C;cunty. 12.'12 Captions; Entire Aoreernent. The section headings u~:ed in this Agreement are tor,convenitir~ce only ar~d are not intendEd t~ arfect the it lteroreiation or ronstructior~ of the provisions ~ ~ereif~ contained. This Agreement, toge~her with the Option Agreement and the dccurnerifs refcrencr:d therein; contains the ent;r~: a~gr~ement of th ;Parties v~ith respect to fhc; subject mafiter hereof, anc all o"iL~r rb~;co<<,~tions, documents and discussions ~,r~ith respect thereto are her~:bv superseded. Ordinance No. 2181 N.C.S. Page 24 1N WITNESS WHEREOF, the Par#ies have executed this Agreemc.~t as ®{the date ~~irst ~rti~ritten above. ~9~`Ff C`~r ~E~"~l...iJi~lA C y: ~~arr,e: Title: AP~ROVE[~ ;4~ TC~ FOF2fVl: ~y: City ~ttarney - .~~'TES~ By. - City.Cleric ~Et;.E~i,'~ REAL ~ GRQl.jF', E~@C., a Flor3r#a ~or~orati!un By: _ Thomas K. Erigberg, Its: SLrzior Vice President Ordina~~c~ No. 2181 fJ.C.S. na~~ 1 2 Exhibit C 3 Memorandum of Option 4 Attach form of Memorandum of Option) Recording Requested by and when Recorded, return to: CITY OF PETALUMA 1 1 ENGLISH STREET PETALUMA, CA 94952 Attn: City Clerk EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103, 27383 5 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) 6 7 MEMORANDUM OF OPTION 8 This Memorandum of Option (this "Memorandum") dated as of 9 , 2004, is made by the City of Petaluma, a municipal corporation 10 ("City") and Regency Realty Group, Inc., a Florida corporation ("Regency"). 1 1 Pursuant town Option Agreement dated as of , 2004 by and 12 between City and Regency (the "Option Agreement"), City has granted to Regency an 13 option ("Option") to acquire, on the terms and conditions set forth in the Option 14 Agreement, a nonexclusive ingress, egress and access easement across real property 15 located in the City of Petaluma, Sonoma County, California and more particularly 16 described in Exhibit A attached hereto and incorporated herein (the "Easement Area"). 17 This Memorandum incorporates all of the terms and provisions of the Option 1;8 Agreement as though fully set forth herein. The term of the Option commences on the 1•;9 date all conditions to the exercise of the Option as set forth. in the Option Agreement 20 have been satisfied. The Option terminates upon the earlier of (i) the occurrence of 2'1 certain events as set forth in the Option Agreement or (ii) , 201 1 (the seventh 22 anniversary of the Effective Date of the Option Agreement). 23 This Memorandum is solely for recording purposes and shall not be construed to 24 alter, modify, amend or supplement the Option Agreement. In the event of any 25 inconsistency between this Memorandum and the Option Agreement, the Option 26 Agreement shall control. 27 This Memorandum and the Option Agreement shall bind and inure to the benefit 28 of the parties and their respective heirs, successors and assigns, subject however to 29 restrictions set forth in the Option Agreement regarding assignment. 30 31 Ordinance No. 2181 N.C.S. Page 26 1 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date first 2 written above. 3 4 CITY OF PETALUMA 5 b By: 7 8 Name: 9 10 Title: 11 12 APPROVED AS TO FORM: 13 14 By: 15 City Attorney 16 17 ATTEST: 18 19 By: 20 City Cferk 21 22 23 REGENCY REALTY .GROUP, INC., 24 a Florida corporation 25 26 By: 27 Thomas K. Engberg, 28 Its: Senior Vice President 29 30 Ordinance No. 2181 N.C.S. Page 27 1 2 3 STATE OF CALIFORNIA ) 4 ) ss. 5 COUNTY OF SONOMA ) 6 7 8 On before me, , personally 9 appeared. , personally known to 10 me (or proved to me that on the basis of satisfactory evidence) to be the person(s) 11 whose name(s) is/are subscribed to the within instrument and acknowledged to me 12 that he/she/they executed the same in his/her/their authorized capacity(ies), and that 13 by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of 14 which the person(s) acted, executed the instrument. 15 16 WITNESS my hand and official seal. 17 18 19 20 2i 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Ordinance No. 2181 N.C.S. Page 28 1 2 Exhibit II 3 4 Payran Fire Station Property 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Ordinance No. 2181 N.C.S. Page 29 s ~ ' r~ ~ r ~ ' ..ri-^ ~ t ~ ~ ~ - f titi~_ - , v - r i~ 4, 'H. ar ~ Ltd" ~3 ~ ~ i ~1 - f a , i -f ~ ' _ ,~r~ / ~ ,s~ i/ __R,~ ' j , ~ r ,J fir," KK +":-`~~,F.~+ ..I-~~ ,.-f-: + f - { .T~' acre ~ ,jam -F~ -F ~-I-~(~'`~+a y~'°-Fy,~+,e,~"i~;. •e+• ~}71~ ~'~e ~ y , ~ - tk n ~ ! r s .L~` r ` ~ y ~ Vii. \ . ~ w ~ ~ ~ ~ ~ ~ ~ a ~ ~ , - Exhibit ~2 "t, y, ~f p. Former PaYran St M- t, ~ t~ ~ Fire Station N ; ~ . . ~ ~ ~ Approx. 19,300 sgft or Scale: 1" = 50' ~ ~ ~ , r~, . f*~ti + + .44 acres April 29, 2004 RRR , ~ ~J~ s,~ ` ` Ordinance No. 2181 N.C.S. Page 30