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Home My WebLink AboutRESOLUTION 2025-020 N.C.S. 02/24/2025 Resolution No. 2025-020 N.C.S. Page 1 of 3 Resolution No. 2025-020 N.C.S. of the City of Petaluma, California RESOLUTION APPROVING AN AMENDMENT TO THE LICENSE AGREEMENT BETWEEN THE 4th DISTRICT AGRICULTURAL ASSOCIATION AND THE CITY OF PETALUMA WINDING DOWN AND TERMINATING THE LICENSE EFFECTIVE JULY 15, 2025 WHEREAS, the City owns the real property known as the Petaluma Fairgrounds located at 175 Fairgrounds Drive, and 866 East Washington Street, Petaluma, California 94952, A.P.N.s 007-031-004 and 007- 031-005 ("Fairgrounds"); and WHEREAS, the City's Fairgrounds property was under exclusive lease to the 4th District Agricultural Association for the previous 50 years, the final lease term expired December 31, 2023, and during the term of the Association's lease to the Fairgrounds, the Association maintained exclusive control of the Fairgrounds property; and WHEREAS, the City is preparing to master plan the Fairgrounds property to preserve the fair use and maximize the public uses on and access to the Fairgrounds for the benefit of the entire Petaluma community, and the City intends to provide stability for the uses on the Fairgrounds and the Fairgrounds tenants during the master plan process while maximizing the community's use of the property, with the City's efforts to increase public use of the Fairgrounds and to plan for the Fairgrounds' future beginning more than a year before the City assumed the management of the Fairgrounds effective January 1, 2024; and WHEREAS, the City and the Association entered into the Agreement granting the Association a non- exclusive right to use specified portions of the Fairgrounds property for specified permitted uses for $1 per month in consideration of the Association's continuing to offer an annual fair on the City's Fairgrounds property, subject to the terms the Agreement; and WHEREAS, the Association has proposed that instead of the Association continuing to offer the annual fair under the Agreement, that the City contract with the Association for services to offer agricultural programming at the 2025 fair, and that the City assume responsibility for hosting other programming traditionally associated with the annual fair; and WHEREAS, in response to the Association's request, the City and Association are preparing to enter a services contract under which the City will contract with the Association for agricultural programming at the 2025 fair, with compensation paid to the Association under contract serving as the consideration for the agricultural programming services that the Association will provide for the 2025 fair, making the Agreement and the rights it afforded Association to use part of the City's Fairgrounds in consideration for offering the annual fair no longer necessary; and WHEREAS, City Council action to adopt a resolution authorizing the City Manager to sign an amendment terminating the license agreement between the 4th District Agricultural Association as recommended by staff is not a "project" subject to review under the California Environmental Quality Act ("CEQA") in accordance with Section 15378 of the CEQA Guidelines, which provides that "projects" for CEQA purposes do not include administrative activities of governments that will not result in direct or indirect physical changes in the environment; Docusign Envelope ID: 1FA6CA41-4762-4BD5-9D37-38C553788226 Resolution No. 2025-020 N.C.S. Page 2 of 3 NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Petaluma as follows: 1. Recitals Made Findings. The above recitals are hereby declared to be true and correct and are incorporated into this resolution as findings of the City Council. 2. Action is Not a Project Subject to CEQA: Council action to adopt a resolution authorizing the City Manager to sign an amendment terminating the license agreement between the 4th District Agricultural Association and the City as recommended is not a "project" subject to review under the California Environmental Quality Act ("CEQA") in accordance with Section 15378 of the CEQA Guidelines, which provides that "projects" for CEQA purposes do not include administrative activities of governments that will not result in direct or indirect physical changes in the environment. 3. City Manager Authorized to Execute Agreement. The City Manager is hereby authorized and directed to execute an amendment terminating the license agreement between the City and the 4th District Agricultural Association substantially in accordance with the attached Exhibit A accompanying this resolution. The authority granted to the City Manager pursuant to this Resolution is further subject to such changes to the amendment deemed necessary or appropriate by the City Manager and approved by the City Attorney to affect the intended purposes of the City Council's direction pursuant to this resolution. 4. Severability. The City Council hereby declares that every section, paragraph, sentence, clause, and phrase of this resolution is severable. If any section, paragraph, sentence, clause or phrase of this resolution is for any reason found to be invalid or unconstitutional, such invalidity, or unconstitutionality shall not affect the validity or constitutionality of the remaining sections, paragraphs, sentences, clauses, or phrases. 5. Resolution Effective Immediately. This resolution shall take effect immediately upon its adoption. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Council of the City of Petaluma at a Regular meeting on the 24th day of February 2025, by the following vote: Approved as to form: __________________________ City Attorney AYES: McDonnell, Barnacle, Cader Thompson, DeCarli, Nau, Quint, Shribbs NOES: None ABSENT: None ABSTAIN: None ATTEST: ______________________________________________ City Clerk ______________________________________________ Mayor Docusign Envelope ID: 1FA6CA41-4762-4BD5-9D37-38C553788226 Resolution No. 2025-020 N.C.S. Page 3 of 3 EXHIBIT A AMENDMENT TERMINATING THE NON-EXCLUSIVE SITE LICENSE AGREEMENT BETWEEN THE CITY OF PETALUMAS AND THE 4th DISTRICT AGRICULURAL ASSOCIATION Docusign Envelope ID: 1FA6CA41-4762-4BD5-9D37-38C553788226 AMENDMENT TERMINATING THE NON-EXCLUSIVE SITE LICENSE AGREEMENT BETWEEN THE CITY OF PETALUMA AND THE FOURTH DISTRICT AGRICULTURAL ASSOCIATION CONCERNING A PORTION OF THE CITY OF PETALUMA FAIRGROUNDS PROPERTY LOCATED AT 175 FAIRGROUNDS DRIVE IN PETALUMA This amendment ("Amendment") to the non-exclusive site license agreement ("Agreement") dated January 16, 2024, between the City of Petaluma, a California mun cipal corporation and charter city, with its principal place of business located at 11 English Street, Petaluma, California, 94952 ("City"), and the Fourth District Agricultural Association, a District Agricultural Association and state agency formed pursuant to Division 3 of the Food and Agriculture Code, with its principal place of business located at 175 Fairgrounds Drive, Petaluma, CA 94952 ("Licensee") is made this day of , 2025. Background A. The City owns the real property known as the Petaluma Fairgrounds located at 175 Fairgrounds Drive, and 866 East Washington Street, Petaluma, California 94952, A.P.N.s 007-031-004 and 007-031-005 ("Fairgrounds"). B. The City's Fairgrounds property was under exclusive lease to the Licensee for the previous 50 years, and the final lease term expired December 31, 2023. During the term of the Licensee's lease to the Fairgrounds, the Licensee maintained exclusive control of the Fairgrounds property. The City is preparing to master plan the Fairgrounds property to preserve the fair use and maximize the public uses on and access to the Fairgrounds for the benefit of the entire Petaluma community. The City intends to provide stability for the uses on the Fairgrounds and the Fairgrounds tenants during the master plan process while maximizing the community's use of the property. The City's efforts to increase public use of the Fairgrounds and to plan for the Fairgrounds' future began more than a year before the City assumed the management of the Fairgrounds effective January 1, 2024. C. The City and Licensee entered into the Agreement granting the Licensee a non-exclusive right to use specified portions of the Fairgrounds property for specified permitted uses for $1 per month in consideration of the Licensee continuing to offer an annual fair on the City's Fairgrounds property, subject to the terms the Agreement. The Agreement is attached to and made a part of this Amendment as Exhibit A. D. The Licensee has proposed that instead of the Licensee continuing to offer the annual fair under the Agreement, that the City contract with the Licensee for services to offer agricultural programming at the 2025 fair, and that the City assume responsibility for hosting other programming traditionally associated with the annual fair. E. In response to the Licensee's request, the City and Licensee are preparing to enter a services contract under which the City will contract with the Licensee for agricultural programming at the Amendment Terminating Fairgrounds Site License Agreement City and Fourth District Agricultural Association February, 2025 Docusign Envelope ID: 1FA6CA41-4762-4BD5-9D37-38C553788226 Amendment Terminating Fairgrounds Site License Agreement City and Fourth District Agricultural Association February, 2025 2 2025 fair. The consideration for the agricultural programming services that the Licensee will provide for the 2025 fair will be compensation paid to the Licensee under contract. Accordingly, the Agreement and the rights it afforded Licensee to use part of the City's Fairgrounds in consideration for offering the annual fair are no longer necessary. In consideration of the background above, and the promises and mutual covenants contained in this Amendment, the sufficiency of which is hereby acknowledged, the Agreement is hereby amended to terminate in accordance with Sections 11 and 24 of the Agreement, and the following: 1. Termination. Section 24 of the Agreement provides that the Agreement may be amended by mutual agreement of the parties. Section 11(a) of the Agreement provides that the parties may terminate the Agreement by mutual agreement. In view of the services agreement that the parties are preparing to enter at the Licensee's request, under which the Licensee will perform contract agricultural programming services, the parties agree that the Agreement will terminate and cease to be in effect, except as otherwise provided in this Amendment, effective July 15, 2025. The Licensee will vacate and remove the Licensee's personal property from the administration building on the Licensed Premises by June 30, 2025. The Licensee will vacate and remove the Licensee's personal property from all other portions of the Licensed Premises and all other portions of the Fairgrounds by July 15, 2025. All rights of the Licensee to occupy the Licensed Premises and the Fairgrounds shall terminate as of 12:00 a.m., July 15, 2025. 2. Survival. The following Agreement provisions shall survive the termination of the Agreement: a. 9. No Warranties. b. 10. Maintenance of Licensed Premises. c. 14. Surrender and Repair of Damage. d. 18. Indemnification. e. 19. Waiver of Claims. f. 22. Statutory Notice Regarding Possessory Interest Tax. g. 23. Attorneys Fees. h. 29. No Third-Party Beneficiaries. 1. 32. Survival. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. [Signatures on next page] Docusign Envelope ID: 1FA6CA41-4762-4BD5-9D37-38C553788226 Amendment Terminating Fairgrounds Site License Agreement City and Fourth District Agricultural Association February, 2025 3 CITY OF PETALUMA LICENSEE Peggy Flynn, City Manager Mandy Clendenen, CEO, Fourth District Agricultural Association Date ATTEST: Date APPROVED AS TO FORM: Caitlin Corley, City Clerk APPROVED AS TO FORM: Eric Danly, City Attorney List of Exhibits Exhibit A - License Agreement Dated January 16, 2024 Docusign Envelope ID: 1FA6CA41-4762-4BD5-9D37-38C553788226