HomeMy WebLinkAbout2020-12-09 Packet - Special Meeting - Western Hills AcquisitionPage 1 of 3
City Council
Special Meeting
AGENDA
Civic Center Council Chamber ♦ 300 Seminary Avenue ♦ Ukiah, CA 95482
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name of the meeting at www.cityofukiah.com/meetings.
December 9, 2020 3:30 PM
1. ROLL CALL AND PLEDGE OF ALLEGIANCE
2. AUDIENCE COMMENTS ON NONAGENDA ITEMS
The City Council welcomes input from the audience. If there is a matter of business on the agenda that you are interested in,
you may address the Council when this matter is considered. If you wish to speak on a matter that is not on this agenda, you
may do so at this time. In order for everyone to be heard, please limit your comments to three (3) minutes per person and not
more than ten (10) minutes per subject. The Brown Act regulations do not allow action to be taken on audience comments in
which the subject is not listed on the agenda.
3. NEW BUSINESS
3.a. Authorize the City Manager to Negotiate and Execute a Final Agreement for the Donation of
Open Space in the Western Hills; Authorize the City Manager to Execute Any Other Documents
Necessary to Close Escrow; Approve Community Development Director Determination that the
Proposed Donation Qualifies for a CEQA Exemption; and Approve Corresponding Budget
Amendment.
Recommended Action: Authorize the City Manager to negotiate and execute a final agreement for
the donation of open space in the Western Hills; authorize the City Manager to execute any other
documents necessary to close escrow; approve Community Development Director determination
that the proposed donation qualifies for a CEQA Exemption; and approve corresponding budget
amendment.
Attachments: None
4. CLOSED SESSION
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4.a. Conference with Legal Counsel—Anticipated Litigation
(Government Code Section 54956.9(d)(2))
Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2)(Number
of potential cases: 3)
Recommended Action: Confer in Closed Session
Attachments: None
4.b. Conference with Legal Counsel—Anticipated Litigation
(Government Code Section 54956.9(d)(4))
Deciding whether to initiate litigation pursuant to paragraph (4) of subdivision (d) of
Government Code Section 54956.9 (Potential Cases: 1)
Recommended Action: Confer in Closed Session
Attachments: None
4.c. Conference with Legal Counsel – Existing Litigation
(Government Code Section 54956.9(d)(1))
Name of case: Vichy Springs Resort v. City of Ukiah, Et Al; Case No. SCUKCVPT201870200
Recommended Action: Confer in Closed Session
Attachments: None
4.d. Conference with Legal Counsel – Existing Litigation
(Cal. Gov’t Code Section 54956.9(d)(1))
Name of case: City of Ukiah v. Questex, LTD, et al, Mendocino County Superior Court, Case
No. SCUK CVPT1566036
Recommended Action: Confer in Closed Session
Attachments: None
4.e. Conference with Labor Negotiator (54957.6)
Agency Representative: Sage Sangiacomo, City Manager
Employee Organizations: All Bargaining Units
Recommended Action: Confer in Closed Session
Attachments: None
4.f. Conference with Real Property Negotiators
(Cal. Gov’t Code Section 54956.8)
Property: APN Nos: 15705003, 15706002, 15705004, 15705003, 15703002, 157050
01, 15705002, 15705010, 15705009, 15707001, 15707002, 00319001
Negotiator: Sage Sangiacomo, City Manager;
Negotiating Parties: Dave Hull and Ric Piffero
Under Negotiation: Price & Terms of Payment
Recommended Action: Confer in Closed Session
Attachments: None
5. ADJOURNMENT
Please be advised that the City needs to be notified 72 hours in advance of a meeting if any specific
accommodations or interpreter services are needed in order for you to attend. The City complies with
ADA requirements and will attempt to reasonably accommodate individuals with disabilities upon
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request. Materials related to an item on this Agenda submitted to the City Council after distribution of
the agenda packet are available for public inspection at the front counter at the Ukiah Civic Center,
300 Seminary Avenue, Ukiah, CA 95482, during normal business hours, Monday through Friday,
8:00 am to 5:00 pm.
I hereby certify under penalty of perjury under the laws of the State of California that the foregoing
agenda was posted on the bulletin board at the main entrance of the City of Ukiah City Hall, located
at 300 Seminary Avenue, Ukiah, California, not less than 24 hours prior to the meeting set forth on
this agenda.
Kristine Lawler, City Clerk
Dated: 12/8/2020
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Page 1 of 2
Agenda Item No: 3.a.
MEETING DATE/TIME: 12/9/2020
ITEM NO: 2020-689
AGENDA SUMMARY REPORT
SUBJECT: Authorize the City Manager to Negotiate and Execute a Final Agreement for the Donation of Open
Space in the Western Hills; Authorize the City Manager to Execute Any Other Documents Necessary to Close
Escrow; Approve Community Development Director Determination that the Proposed Donation Qualifies for a
CEQA Exemption; and Approve Corresponding Budget Amendment.
DEPARTMENT: City Manager /
Admin PREPARED BY: Maya Simerson, Project & Grant Administrator,
David Rapport, City Attorney
PRESENTER:
ATTACHMENTS:
1. 3a Correspondence Received - Maya Simerson
Summary: Staff is seeking authorization for the City Manager to negotiate and execute a final agreement for
the donation of open space in the Western Hills, including any other documents necessary to close escrow;
and approval of the Community Development Director determination that the proposed donation qualifies for a
CEQA Exemption; and approval of a corresponding budget amendment.
Background: City staff has been working with Dave Hull for the possible donation of approximately 128 acres
of open space in the western hills adjacent to Doolan Canyon. Dave Hull has agreed to make a charitable
donation of the parcel so that it may be kept and preserved as open space. This donation is separate from a
larger project that is under review and development to secure even more open space in the western hills.
Discussion: The City has a vision, and is working towards a goal, of promoting the protection of Ukiah’s
western urban interface to restore and conserve forest and stream ecosystems, provide large-scale wildfire
mitigation and to protect the Upper Russian River Watershed to benefit fish, wildlife and the greater Ukiah
community. Accepting this donation aligns with these goals and brings us a step closer to realizing
success. Additionally, this action helps meet one of the City Council's strategic planning goals, "Enhance Our
Neighborhoods" (Actionable Item: Work to preserve, conserve, and protect the natural resources/features of
the Ukiah Valley and open space).
Mr. Hull, along with a business partner, has made a similar donation of open space to the City in the past, and
staff is grateful for his continued vision for enhancing the open space that can be preserved for our
community’s benefit with this new donation. The donated property, if secured by the City, will provide
protection of oak woodlands, conifer and riparian habitat, including conservation of old growth Redwood and
Douglas Fir stands. This unique property currently supports an abundance of wildlife including steelhead,
amphibians (foothill yellow-legged frog, red-bellied newts) and large mammals (including mountain lion and
black bear).
Staff is requesting approval for the City Manager to negotiate and execute a final agreement that will complete
the donation and execute any other related documents necessary to close escrow with a commitment to pay
title and escrow fees required in connection with this transaction, which will be paid by the City. The City will
utilize funds in the Open Space reserve account. A budget amendment may be necessary to transfer the
funds from the Open Space fund to the Park Development fund.
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Page 2 of 2
(Update to staff report - added 12-9-20)
The final agreement will only be finalized and executed by the City Manager if it requires the issuance to the
City of a policy of title insurance with no unacceptable exceptions and City receives adequate assurance of
legal access to the donated property.
The California Environmental Quality Act
The City’s Director of Community Development is required to make, and he has made, a determination as to
the required level of environmental review required by the California Environmental Quality Act (CEQA). The
Community Development Director has determined the agreement for the donation of land to the City of Ukiah
to be categorically exempt from environmental review under CEQA Guidelines, Article 19, Section 15325 (f).
The project is categorically exempt from environmental review under CEQA Guidelines Section 15325 (f)
because it involves the donation of land to the City for the preservation of approximately 128 acres of open
space in the western hills adjacent to Doolan Canyon. No other uses for the land besides open space
preservation are planned. Class 25 projects under Section 15325 consist of the transfers of ownership of
interests in land in order to preserve open space, habitat, or historical resources, and 15325 (f) consists of the
acquisition, sale, or other transfer to preserve open space or lands for park purposes.
The “project” under CEQA at this time is the Council’s approval of authorization to the City Manager to
negotiate and execute an agreement for the donation of open space in the Western Hills. If Council approves
this action, the Community Development Director will record a Notice of Exemption, which finds the agreement
for the donation of land to the City qualifies for a categorical exemption pursuant to CEQA Guidelines Article
19, Section 15325 (f).
Recommended Action: Authorize the City Manager to negotiate and execute a final agreement for the
donation of open space in the Western Hills; authorize the City Manager to execute any other documents
necessary to close escrow; approve Community Development Director determination that the proposed
donation qualifies for a CEQA Exemption; and approve corresponding budget amendment.
BUDGET AMENDMENT REQUIRED: yes
CURRENT BUDGET AMOUNT: tbd
PROPOSED BUDGET AMOUNT: tbd
FINANCING SOURC: 25100000.39015
PREVIOUS CONTRACT/PURCHASE ORDER NO.: n/a
COORDINATED WITH: Sage Sangiacomo, City Manager, Craig Schlatter, Community
Development Director & Dave Hull, Property Owner
Sage Sangiacomo, City Manager
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1
Kristine Lawler
From:Maya Simerson
Sent:Wednesday, December 9, 2020 2:42 PM
To:Kristine Lawler; Sage Sangiacomo
Subject:Special meeting item 3a correspondence
Attachments:Donation Agreement Hull 2020.pdf
Hi Kristine,
Please forward the attached correspondence out to Council for the special meeting today regarding item 3.a. It includes
a draft of the donation agreement. There are sections still under development but it will give Council an opportunity to
become more familiar with the proposed transaction.
Thank you,
Maya
Maya Simerson
Project Administrator
City of Ukiah
300 Seminary Ave.
Ukiah, CA 95482
c: (707)367‐0699
Correspondence Received for Agenda Item 3a
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Donation Agreement & Joint Escrow Instructions Page 1 of 6
DONATION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
_________________________
This Donation Agreement and Joint Escrow Instructions (“Agreement”) is
entered in Ukiah, California, on the date last executed below (“Effective Date”) by and
between David J. Hull and D&J Investments, LLC, a California limited liability
company (collectively “Hull”), on the one hand, and the City of the Ukiah, a general l aw
municipal corporation (“City”), on the other hand. Hull and City are, at times,
collectively referred to herein as the “Parties.”
RECITALS
A. Hull owns (or, prior to the close of escrow contemplated in this
Agreement, will own) record title to that certain largely undeveloped real property
located in the County of Mendocino commonly known as Assessor’s Parcel Number
157-060-03, consisting of approximately 128.5+/- acres, as more particularly shown
in Exhibit A1, which is attached hereto and incorporated herein by reference
(“Donation Property”).
B. City desires to acquire the Donation Property for, among other purposes,
open space preservation, hiking-trail development, and other compatible recreation
resources.
C. Hull desires to donate the Donation Property to City in 2020.
D. The Parties enter this Agreement to carry out those desires and
purposes.
TERMS
NOW, THEREFORE, in consideration of the Recitals above, which are
incorporated into these terms by reference, and subject to the terms and conditions
stated herein, the Parties agree as follows.
1. Donation. Hull will donate the Donation Property to City, and City
hereby accepts Hull’s donation of the Donation Property. The donation will occur by
Hull conveying by grant deed all of Hull’s right, title and interest in the Donation
Property to City (“Deed”). Title shall transfer on the Closing Date, as defined below, in
accordance with the terms and conditions of this Agreement. Notwithstanding any
contrary provision herein, Hull shall maintain the right to terminate or cancel this
Agreement, in Hull’s sole discretion, for any reason whatsoever (with or without cause)
prior to the Close of Escrow; provided that Hull reimburses City for any costs City
1 Exhibit A is for reference only. It does not serve to establish or represent actual boundary
lines of the Donation Property.
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Donation Agreement & Joint Escrow Instructions Page 2 of 6
incurred prior to such termination for the Report (defined below) and any other Title
Company charges (Hull’s reimbursement obligation under this section shall not apply
to (1) terminations or cancellations jointly desired by the Parties, (2) those resulting
from the City’s breach of the agreement, (3) those resulting under section 4 of this
Agreement other than Hull’s failure to remedy any objectionable item in the title report
or (4) any termination or cancellation of the agreement due to no fault of Hull.).
2. Donation Value. Acknowledgement. Tax Matters. Based on
independent appraisal and present market conditions, the Parties agree that the
Donation Property maintains a fair market value of approximately $1,366,912. The
Parties acknowledge and agree that no goods or services were provided to Hull in
exchange for the donation of the Donation Property. City acknowledges it has no
intent to sell the Donation Property within three (3) years of the Closing Date (defined
below) and, if that intent should change, City shall promptly notify Hull as soon as
possible and provide Hull with any prospective sale terms. Prior to January 31, 2021,
City shall present Hull with a proclamation of the donation and/or a written
acknowledgement of Hull’s donation (contribution) of the Donation Property, as
required by the Internal Revenue Service, including a description of the property
donated and the statement that no goods or services were provided in exchange for the
contribution. As the donor of the Donation Property Hull assumes full responsibility
and releases the City from any responsibility or liability for complying with laws and
regulations related to or governing the valuation of the Donation Property or the
deduction of that value from income subject to state or federal income tax.
Notwithstanding that, City shall cooperate with Hull in completing and executing IRS
Form 8283 (or other forms as may be reasonably required) in a timely manner.
3. Escrow. Within two (2) business days of the Effective Date, the Parties
shall open an escrow with Redwood Empire Title Company of Mendocino County
(“Escrow Agent” or “Title Company”) in Ukiah, California, to facilitate the transfer of
title to the Donation Property. Close of escrow shall occur on a mutually-agreeable
date so long as it is before December 31, 2020 (“Close of Escrow” or “Closing Date”),
which date shall be selected by the Parties, in coordination with Escrow Agent, within
ten (10) days of the Effective Date and confirmed in writing by the Parties, with copy to
Escrow Agent.
4. Title Report and Objections. Hull shall promptly cause Title Company
to prepare and deliver to Hull and City a current preliminary title report on the
Donation Property (“Report”), together with copies of all recorded title exceptions
shown on the Report. City shall bear the cost of the Report. City shall promptly notify
Hull in writing of any objections to matters disclosed in the Report. Hull may, but
need not, take action to remedy the objectionable item. If, on or before the Closing
Date, either party is unwilling or unable to waive or remedy, as the case may be, any
such objectionable item, that party may terminate this Agreement by written notice to
the other party, in which event this Agreement shall terminate without default by or
liability to either party.
5. Warranties or Representations.
a. Hull. Hull represents and warrants he has full power and
authority to enter this Agreement and all proceedings required to be taken by or on
Hull’s behalf to authorize Hull to make, deliver, and carry out this Agreement’s terms
have been duly and properly taken, including conveying to City by grant deed all of
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Donation Agreement & Joint Escrow Instructions Page 3 of 6
Hull’s right, title, and interest in and to the Donation Property, including a right of
access satisfactory to City to the Donation Property from a public road or other public
right of way. No further consent of any person or entity is required related to Hull’s
performance under this Agreement. Other than the representations and warranties
expressly stated above in this section, Hull makes no warranties or representations
whatsoever, express or implied, related to or in connection with the Donation Property.
City acknowledges it will acquire title and possession of the Donation Property “AS IS.”
b. City. City, including the undersigned representative of it,
represents and warrants it has full power and authority to enter this Agreement and
all proceedings required to be taken by or on City’s behalf to authorize City (and the
undersigned representative of it) to make, deliver, and carry out this Agreement’s
terms have been duly and properly taken, including the authority to accept from Hull
the conveyance by grant deed of all Hull’s right, title, and interest in and to the
Donation Property,. No further consent of any person or entity is required related to
City’s performance under this Agreement. City shall provide Hull and Escrow Agent
any consent or resolution authorizing City to consummate the transaction(s)
contemplated by this Agreement as may be reasonably required. Other than the
representations and warranties expressly stated above in this section, City makes no
warranties or representations whatsoever, express or implied, related to or in
connection with its acceptance of title to the Donation Property.
c. Mutual. The Parties each represent that neither of them engaged
or otherwise dealt with a finder or real estate broker or salesperson with regard to the
transaction(s) contemplated by this Agreement. In the event a contrary claim is made
by such a person/entity, the party for whom such services were allegedly provided
shall indemnify, defend, and hold the other party harmless from and against any and
all losses, claims, demands, expenses, damages, liabilities or causes of action,
however any of the same may be characterized, related to said person/entity.
6. Title and Escrow Costs. City shall pay all title, title insurance, and
escrow costs, fees, and expenses incurred or generated by the transaction(s)
contemplated by this Agreement. City shall deposit all monetary sums, and the Parties
shall each deposit all documents, with Escrow Agent necessary to consummate the
transaction(s) contemplated by this Agreement. Each party shall bear their own
attorney’s fees and costs incurred in connection with this Agreement.
7. Notice Regarding Advisability of Title Insurance: IMPORTANT: IN
ACQUIRING REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE
INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY
BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR
INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE
INSURANE SHOULD BE OBTAINED IN ORDER TO INSURE YOUR INTEREST IN THE
PROPERTY THAT IS BEING ACQUIRED.
8. Conditions. This Agreement is expressly conditioned on:
a. The Close of Escrow, inclusive of recordation of the Deed in the
official records of Mendocino County, on or before December 31, 2020. This Agreement
and any documents executed or actions taken to further the transaction(s)
contemplated by it, shall be null and void absent satisfaction of said condition.
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Donation Agreement & Joint Escrow Instructions Page 4 of 6
b. Hull’s right, expressed above, to terminate or cancel this
Agreement, in Hull’s sole discretion, at any time prior to the Close of Escrow. Any such
termination or cancellation by Hull shall in no event constitute a default or result in
liability to either party, except as described in section 1, above.
c. On the Closing Date, the Title Company shall be prepared to issue
to City, as of that date, any policy of title insurance (CLTA or ALTA at City’s option)
reasonably requested by City upon payment of its regularly-scheduled premium, with
total liability in the amount of $______, insuring City that the Donation Property is
vested in City, subject to the standard printed exceptions and those particular
exceptions otherwise appearing on the Report, as may be amended (subject to section
4, above).
d. The Parties representations and warranties as made herein shall
be true and correct in all material respects as of the Closing Date.
e. City’s deposit with the Escrow Agent of sums sufficient to close the
transaction(s) contemplated by this Agreement.
f. The Parties shall make good faith and diligent efforts to cooperate
with one another, the Escrow Agent, and others involved in the transaction(s)
contemplated by, and to satisfy their respective obligations and the conditions
precedent specified in, this Agreement, inclusive of executing further escrow
instructions and other forms consistent with and reasonably necessary to implement
the terms of this Agreement.
9. Escrow Agent’s Closing. After all deposits are made and the obligations
of the Parties and conditions are satisfied or it is imminent they will be satisfied (e.g.
closing by Dec. 31, 2020, Title Company prepared to issue title insurance), Escrow
agent shall record the Deed and deliver the policy of title insurance to City.
10. Miscellaneous.
a. Notices. All notices and any other communications permitted or
required under this Agreement must be in writing and will be effective (a) immediately
upon delivery in person or by facsimile, or upon delivery to the recipient if attached to
an email communication; (b) on the date of delivery, as evidenced by the records of the
courier, if deposited with a nationally-recognized commercial courier for overnight
delivery, provided delivery is made during regular business hours or receipt is
acknowledged by a person reasonably believed by the delivering party to be employed
by the recipient; or (c) on the date indicated on the return receipt, if deposited with the
United States Postal Service, certified mail, return receipt requested, postage prepaid.
Any notice to be given by any party hereto may be given by the counsel for such party.
All notices must be properly addressed and delivered to the parties at the addresses
set forth below, or at such other addresses as either party may subsequently designate
by written notice given in the manner provided in this section and a copy of all notices
and other communications shall be delivered by email:
Hull: David J. Hull
376 East Gobbi Street
Ukiah, CA 95482
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Donation Agreement & Joint Escrow Instructions Page 5 of 6
Email: davehullins@yahoo.com
City: City of Ukiah
Attention: Sage Sangiacomo, City Manager
Ukiah Civic Center
300 Seminary Ave
Ukiah, CA. 95482
Fax: 707-463-6204
Email: ssangiacomo@cityofukiah.com
b. Cooperation. The Parties agree to execute such other documents
and to perform such other acts as reasonably necessary or desirable to carry out the
purpose of this Agreement, both before and after the Closing Date.
c. Binding Effect & Assignment. This Agreement shall be binding
on and inure to the benefit of the Parties respective heirs, successors, and pe rmitted
assignees.
d. Governing Law. This Agreement is entered into and shall be
governed by, and construed and enforced in accordance with, the laws of the State of
California (without giving effect to its choice of law principles). The parties agree to t he
jurisdiction of the California state courts and to venue in the state courts in
Mendocino County.
e. Construction. The Parties are each represented by counsel and
jointly participated in preparing this Agreement; it shall be deemed drafted and
prepared by both parties, and any rule of construction that serves to resolve
ambiguities or other interpret language against the drafting party shall not be
employed in relation to this Agreement.
f. Counterparts. This Agreement may be executed in counterparts,
all together which shall be deemed an original, single, instrument. Electronic
signatures shall be deemed original.
HULL
Dated: December __, 2020 ____________________________
DAVID J. HULL
Individually and as authorized
Representative for all entities
comprising “Hull”
CITY
Dated: December __, 2020 ____________________________
SAGE SANGIACOMO
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Donation Agreement & Joint Escrow Instructions Page 6 of 6
City Manager
City of Ukiah
Approved as to form:
Dated: December __, 2020 ____________________________
DONALD J. McMULLEN
Attorney for Hull
Dated: December __, 2020 ____________________________
DAVID RAPPORT
Attorney for City
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CITY OF UKIAH - PARCEL DONATION
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0 2,0001,000 FeetDocument Path: C:\Users\astricklin\Desktop\DO OLAN PARCEL DO NATION.mxd
This map is a guide. Every reasonableeffort has been made to ensure the accuracyof the map and data provided. Parcel linesare not intended to represent surveyed data.Date Saved: 12/9/2020 10:11:36 AM
Public Works
Legend
Ukiah City Limits
Parcel Donation
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