HomeMy WebLinkAboutContracts & Agreements_72-2019RECORDING REQUESTED BY
CITY OF REDLANDS
AND WHEN RECORDED MAIL DOCUMENT TO
NAME City Clerk, City of Redlands
STREET
ADDRESS P 0 BOX 3005
C -
?IITY Redlands, CA 92373
- P CODE -E&
FEES NOT REQUIRED PER
GOVERNMENT CODE SECTION 6103
Electronically Recorded in Official Records County of San BemardinD 41181'2019
08.26 AM
,,7=W,7
,J�C'vx BOB DUTTON EM
ASSESSOR RECORDER - CLERK
367 City of Redlands Clerk
itles 1 Pages 10
""c# 2019-0120162 TFees 00
Taxes 00
CA SB2 Fee 00
Others 00
Paid 00
SPACE ABOVE FOR RECORDER'S USE ONLY
CONSERVATION AGREEMENT
Title of Document
THIS AREA FOR
RE � ORDER'S
THIS COVER SHEET ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
($3 00 Additional Recording Fee Applies)
RECORDING REQUESTED BY
CITY OF REDLANDS
WHEN RECORDED RETURN TO
CITY CLERK'S OFFICE
CITY OF REDLANDS
P O BOX 3005
REDLANDS, CA 92373
(Space above Line for Recorder s Use Only)
CONSERVATION EASEMENT AGREEMENT
THIS CONSERVATION EASEMENT AGREEMENT ("Agreement") is made this 16th
day of April, 2019, by the City of Redlands, a California general law city ("City"), and The
Redlands Conservancy, a California non-profit corporation ("Conseivancy") City and
Conservancy are sometimes individually referred to herein as a "Party" and, togethei, as the
"Parties "
RECITALS
WHEREAS, City is the owner in fee simple of certain real property in the city of
Redlands designated as county of San Bernardino Assessor's Parcel Numbers 0300-231-24-
0000, 0300-231-31-0000, 0300-231-38-0000, 0300-241-15-0000, 0300.241-36-0000, and 0301-
191-19-0000, and more particularly described in Exhibit "A," attached hereto and incorporated
herein by this reference (the "Property"), and
WHEREAS, the Property possesses scenic, historical and cultural, wildlife and habitat,
and passive recreational values (collectively, the "Conservation Values") of great importance to
City and Conservancy, and to the residents of City, and
WHEREAS, City and Conservancy desire to maintain and enhance the Conservation
Values of the Property, and
WHEREAS, Conservancy represents to City that Conservancy is authorized to hold the
Conservation Easement granted pursuant to this Agreement in accordance with California law,
NOW, THEREFORE, in consideration of the mutual promises contained herein and for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
City and Conservancy agree as follows
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AGREEMENT
1 Grant of Easement Pursuant to California law, City hereby grants and conveys
to Conservancy a non-exclusive conservation easement ("Conservation Easement") over the
Property subject to the terms and conditions of this Agreement This Conservation Easement
shall be subservient to, and shall not affect, all existing encumbrances of record, as of the
Effective Date of this Agreement, within the chain of title for the Property
2 Purpose The purpose of this Conservation Easement is to ensure the Property
will be maintained in a natural condition and to prevent any use of the Property that will impair
or interfere with the Conservation Values of the Property The Conservation Values of the
Property, and its current use and state of improvements, are described in a Baseline Report, a
copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference The
Baseline Report shall be used by City and Conservancy to establish whether a change in the use
or character of the Property has occurred City intends that this Agreement will confine the use
of the Property to preservation and enhancement of the Conservation Values, as described in the
Baseline Report, including, without limitation, those involving the preservation and enhancement
of native species and their habitat in a manner consistent with the habitat conservation purposes
of this Agreement
3 Prohibited Uses Any proposed activity on, or use of, the Property inconsistent
with the purposes of this Agreement is prohibited
4 City's Reserved Rights City reserves to itself, and to its successors and assigns,
all rights accruing from its ownership of the Property, including the right to engage in, or to
permit or invite others to engage in, all uses of the Property that are not inconsistent with the
purposes of this Agreement City further specifically reserves the right to grant easements over
and under the Property for utility and other purposes, provided that such easements are not
inconsistent with the Conservation Values of the Property
5 City's Right to Terminate for Breach.
A If at any time City believes Conservancy may not be adequately
performing its obligations under this Agreement, City may request from Conservancy written
assurances of performance and a written plan to correct City's observed deficiencies in
Conservancy's performance If written notice of the same is provided to Conservancy by City,
Conservancy's failure to provide such written assurances within thirty (30) calendar days from
the date of City's written request constitutes grounds for City to declare a default under this
Agreement and City may, in addition to any other legal of equitable remedies available to City,
terminate this Agreement
B Should Conservancy commit a breach of this Agreement and not cure such
breach within thirty (30) calendar days of the date of written notice from City to Conservancy
demanding such cure, or, if such breach is curable but not within such thirty (30) day period,
within such period of time as is reasonably necessary to accomplish such cure (In order for
Conservancy to avail itself of this time period in excess of twenty (20) calendar days,
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Conservancy must provide City within the thirty (30) day period a written plan acceptable to
City to cure said breach, and then, diligently commence and continue such cure according to the
written plan)
b Conservancy's Rights To accomplish the purposes of this Agreement, City
hereby grants and conveys the following rights to Conservancy
A To preserve, protect and enhance the Conservation Values of the Property
in accordance with the Management Guidelines set forth in Exhibit "C," which is attached hereto
and incorporated herein by this reference Conservancy shall abide by the Management
Guidelines during the term of this Agreement, which may be amended by the mutual written
consent of City and Conservancy, and
B To enter upon the Property at all times in order to accomplish individual
and shared goals for the Property, provided, however, Conservancy shall not unreasonably
interfere with City's use and quiet enjoyment of the Property, and
C To prevent any activity on or use of the Property that is inconsistent with
the purposes of this Agreement and to require the restoration of such areas or features of the
Property that may be damaged by any act, failure to act, or any use of the Property that is
inconsistent with the purposes of this Agreement, and
D To take all reasonable actions to prevent the unlawful entry and trespass
by persons on the Property
7 Parties' Remedies
A If either Party determines that the other Party is in violation of the terms of
this Agreement, or that a violation, is threatened, such Party shall give written notice to the other
Party of the violation and demand in writing the cure of such violation If the other Party fails to
cure the violation within fifteen (15) business days after receipt of written notice and demand, or
if the cure reasonably requires more than fifteen (15) business days to complete and the other
Party fails to begin the cure within the fifteen (15) business -day period or fails to continue
diligently to complete the cure, the Party alleging the violation may bring an action at law of in
equity in a court of competent jurisdiction to enforce compliance with the terms of this
Agreement, to recover any damages to which that Party may be entitled for violation of the terms
of this Agreement, or for any injury to the Conservation Values of the Property, to enjoin the
violation, ex parte as necessary, by temporary of permanent injunction without the necessity of
proving either actual damages or the inadequacy of otherwise available legal remedies, or for
other equitable relief, including, but not limited to, the restoration of the Property to the
condition in which it existed prior to any such violation of injury Without limiting a Party's
liability therefor, either Party may apply any damages recovered to the cost of undertaking any
corrective action on the Property
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B If either Party, in its sole discretion, determines that circumstances require
immediate action to prevent of mitigate damage to the Conservation Values of the Property, such
Party may pursue its remedies under this Section 5 without prior notice to the other Party or
without waiting for the period provided for cure to expire The Parties' rights under this section
apply equally to actual of threatened violations of the terms of this Agreement The Parties agree
that a Party's remedies at law for any violation of the terms of this Agreement are inadequate and
that either Party shall be entitled to the injunctive relief described in this section, both prohibitive
and mandatory, in addition to such other relief to which the Party may be entitled, including
specific performance of the terms of this Agreement, without the necessity of proving either
actual damages or the inadequacy of otherwise available legal remedies The Parties' respective
remedies described in this section shall be cumulative and shall be in addition to all remedies
now of hereafter existing at law or in equity The failure of either Party to discover a violation or
to take immediate legal action shall not bar such Party from taking such action at a later time
8 No Waiver Enforcement of the terms of this Agreement by a Party shall be at the
discretion of such Party, and any forbearance by a Party to exercise its rights under this
Agreement, in the event of any breach of any term of this Agreement, shall not be deemed or
construed to be a waiver by the Party of such term or of any subsequent breach of the same or
any other term of this Agreement or of any of a Party's rights under this Agreement No delay or
omission by the Party in the exercise of any right or remedy upon any breach by a Party shall
impair such right or remedy or be construed as a waiver
9 Attorneys' Fees In the event any action is commenced to enforce or interpret the
terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and
other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use
of in-house counsel by a Party
10 Acts beyond a Party's Control Nothing contained in this Agreement shall be
construed to entitle a Party to bring any action against the other Party for any injury to or change
in the Property resulting from (i) any natural cause beyond a Party's control, including, without
limitation, fire not caused by a Party, flood, storm, and earth movement, or any prudent action
taken by a Party under emergency conditions to prevent, abate, or mitigate significant injury to
the Property resulting from such causes
11 Costs and Liabilities Except as specifically otherwise provided in Exhibit "B,"
Conservancy retains all responsibilities and shall beat all costs and liabilities of any kind related
to the operation, upkeep, and maintenance of the Property Conservancy agrees that City shall
have no duty or responsibility for the operation or maintenance of the Property, the monitoring of
hazardous conditions thereon, or the protection of Conservancy, the public, or any third parties
from risks relating to conditions on the Property Conservancy remains solely responsible for
obtaining any applicable governmental permits and approvals for any activity or use permitted
by this Agreement, and any activity or use shall be undertaken in accordance with all applicable
federal, state, local and administrative agency statutes, ordinances, rules, regulations, orders and
requirements
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12 Taxes, No Liens City shall pay before delinquency all taxes, assessments, fees,
and charges of whatever description levied on of assessed against the Property by competent
authority (collectively "Taxes"), and shall furnish Conservancy with satisfactory evidence of
payment upon request City and Conservancy shall each keep the Property free from any liens,
including those arising out of any obligation incurred by City of Conservancy for any labor of
materials furnished or alleged to have been furnished to, or for, City or Conservancy at, or for
use on, the Property
13 Defense and Indemnity City and Conservancy shall each defend, indemnify and
hold harmless, each other and then respective elective and appointed officials, directors, officers,
employees, agents, successors, and assigns of each of them (each an "Indemnified Party" and
collectively, "Indemnified Parties") from any against any all liabilities, penalties, costs, losses,
damages, expenses (including, without limitation, reasonable attorneys' fees and experts' fees),
causes of action, claims, demands, orders, liens or Judgments (each a "Claim" and, collectively,
"CIaims"), arising from or in any way connected with (1) injury to or the death of any person, or
physical damage to any property, resulting from any negligent act of omission of City or
Conservancy related to or occurring on or about the Property, (2) the obligations specified in
Section 4, and (3) the existence of this Agreement This Section 12 shall survive the expiration,
or earlier termmation, of this Agreement
14 Insurance The following insurance coverage required by this Agreement shall be
secured and maintained by Conservancy for the term of this Agreement Within twenty (20) days
of the Effective Date of this Agreement, Conservancy shall provide City with certificates of
insurance and endorsements evidencing such insurance prior to Conservancy's occupying or
entering the Property All insurance policies shall include a provision prohibiting cancellation or
modification of the policy except upon thirty (30) days prior written notice to City
A Workers' Compensation and Employer's Liability insurance in the amount
that meets statutory requirements with an insurance carrier acceptable to City, or certification to
City that Conservancy is self-insured or exempt from the workers' compensation laws of the
State of California Conservancy shall execute and provide City with Exhibit "D" entitled
"Workers' Compensation Insurance Certification," which is attached hereto and incorporated
herein by this reference prior within twenty (20) days of the Effective Date of this Agreement
B Comprehensive General Liability insurance with carriers acceptable to
City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury
is required City shall be named as an additional insured and such insurance shall be primary and
non-contributing to any insurance of self-insurance maintained by City
C Business Auto Liability coverage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability This coverage shall include all Conservancy owned vehicles used in connection
with Conservancy's provision of the Services, hired and non -owned vehicles, and employee non-
ownership vehicles City shall be named as an additional insured and such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City
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I S Assignment City's grant of the Conservation Easement is based upon the
specific qualifications and personal expertise of Conservancy and its members Accordingly,
Conservancy shall not assign, transfer, or otherwise voluntarily or involuntarily convey, any of
its rights or obligations under this Agreement, except upon the written consent of City, which
shall be within the sole discretion of City
16 Subsequent Transfers City agrees to incorporate by reference the terms of this
Agreement in any deed or other legal instrument by which City divests itself of any interest in all
or any portion of the Property, including, without limitation, a leasehold interest City further
agrees to give written notice to Conservancy of the intent to transfer any interest in the Property
at least thirty (30) days prior to the date of such transfer, provided, however, the failure of City to
perform any act provided in this section shall not impair the validity of this Agreement or limit
its enforceability in any way
17 Notices Any notice or other communication required, or which may be given,
pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on
the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with
return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class,
certified, registered or express mail, in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice in
accordance with this section
To City City Clerk
City of Redlands
PO Box 3005
Redlands, CA 92373
cityclerk cityofredlands org
To Conservancy Executive Director
The Redlands Conservancy
P O Box 855
Redlands, CA 92373
sleonard32nvenzon.net
18 Amendment This Agreement may be amended only by mutual written
agreement of the Parties Any such amendment shall be recorded in the official records of the
county of San Bernardino
19 General Provisions
A Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of California
B Liberal Construction Any general rule of construction to the contrary
notwithstanding, this Agreement shall be liberally construed to effect its purposes If any
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provision in this Agreement is found to be ambiguous, an interpretation consistent with the
purposes of this Agreement that would render the provision valid shall be favored over any
interpretation that would render it invalid
C Severability If a court of competent Jurisdiction voids or invalidates on
its face any provision of this Agreement, such action shall not affect the remainder of this
Agreement If a court of competent Jurisdiction voids or invalidates the application of any
provision of this Agreement to a person or circumstance, such action shall not affect the
application of the provision to other persons or circumstances
D Entire Agreement This Agreement sets forth the entire agreement of the
Parties with respect to this Agreement and supersedes all prior discussions, negotiations,
understandings, of agreements relating to its subject matter No alteration or variation of this
Agreement shall be valid or binding unless contained in an amendment in accordance with
Section 9 hereof
E Successors The covenants, terms, conditions, and restrictions of this
Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective
successors, and assigns
F Termination of Rights and Obligations A Party's rights and obligations
undei this Agreement terminate upon transfer of the Party's interest in this Agreement or the
Property, except that liability for acts or omissions occurring prior to transfer shall survive
transfer
G Captions The captions in this Agreement have been inserted solely for
convenience of reference and are not a part of this Agreement and shall have no effect upon its
construction of interpretation
H No Hazardous Materials Liabilit City represents and warrants that is has
no knowledge of any release or threatened release of Hazardous Materials (defined below) in, on,
under, about or affecting the Property Without limiting the obligations of City under Section 11,
City agrees to indemnify, protect and hold harmless the Indemnified Parties against any and all
Claims arising from or connected with any Hazardous Materials present, alleged to be present, or
otherwise associated with the Property at any time, except any Hazardous Materials placed,
disposed of, or released by Conservancy, its employees or agents If any action or proceeding is
brought against any of the Indemnified Parties by reason of any such Claims, City shall, at the
election of and upon written notice from Conservancy, defend such action or proceeding
Despite any contrary provision of this Agreement, this Agreement shall not be
construed such that it creates in, or gives to, Conservancy any of the following
(1) The obligations or liabilities of an "owner" or "operator," as those
terms are defined and used in Environmental Laws (defined below), including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended (42 U S C Section 9601 et seq , hereinafter "CERCLA"), or
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(2) The obligations or liabilities of a person described 1n 42 U S C
Section 9607(a)(3) or (4), or
(3) The obligations of a responsible person under any applicable
Environmental Laws, or
(4) The right to investigate and remediate any Hazardous Materials
associated with the Property, or
(5) Any control over City's ability to investigate, remove, remediate or
otherwise clean up any Hazardous Materials associated with the Property
The term "Hazardous Materials" includes, without limitation, (a) material that is
flammable, explosive or radioactive, (b) petroleum products, including by-products and fractions
thereof, and (c) hazardous materials, hazardous wastes, hazardous or toxic substances, or related
materials defined in CERCLA, the Hazardous Materials Transportation Act (49 U S C Section
6901 et seq ), the Hazardous Waste Control Law (California Health and Safety Code Section
25100 et seq ), and the Hazardous Substance Account Act (California Health and Safety Code
Section 25300 et seq ), and in the regulations adopted and publications promulgated pursuant to
them, or any other applicable federal, state, or local laws, ordinances, rules, regulation or orders
now in effect or enacted after the Effective Date of this Agreement
The term "Environmental Laws" includes, without limitation, any federal, state,
local, or administrative agency statute, ordinance, rule, regulation, order or requirement relating
to pollution, protection of human health or safety, the environment or Hazardous Materials City
represents, warrants and covenants to Conservancy that City's activities upon and use of the
Property will comply with all Environmental Laws
IN WITNESS WHEREOF City and Conservancy have executed this Agreement as of its
Effective Date
CITY
BY A -
aul W Foster, Mayor
ATTEST
By �:� �LAeO4_�
j9me Donaldson, City Clerk
THE REDLANDS CONSERVANCY
By.
Robert Dawes, President
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached and not the truthfulness, accuracy, or validity of that document
State of California 1 1
County of jc�_n ►� i\ o_, -b t+l L J}
On LA, before me, � I �� � 0.1115. � �-Y �t��r,]i 1G
Date Here Insert Name and Title of the Officer
(�
personally appeared 1 Cul -\Ci
^� Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the personkilwhose name ik/are subscribed
to the within rostrum t and acknowledged to me that f1 /they executed the same in RWfter/their
authorized capacity les , and that 4Ys/Pterltheir signature son the instrument the person[s�11. or the entity
upon behalf of which the persor (s)!acted, executed the instrument
DIANA RAINS
Notary Public - California
San Bernardino County n
Z a
Commission # 2175775
M Comm Expires Dec 16, 2020
Place Notary Seal and/or Stamp Above
certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct
WITNESS my hand and official seal
Signature on 0-- Rd_t4—
yr ..W. -
Signature of Notary Public
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document
Description of Attached Document
[�1112C f L ��,r2e' YZ l'
Title or Type of Document �.O p�4¢�r i�`-%l: ❑:� �r Cx
DocumentDate
Signer(s) Other Than Named Above
Capacity(ies) Claimed by Signer(s)
Signer's Name
❑ Corporate Officer – Title(s)
❑ Partner – ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian of Conservator
❑ Other
Signer is Representing
V2017 National Notary Association
Number of Pages
Signer's Name
❑ Corporate Officer – Title(s)
❑ Partner – ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian of Conservator
❑ Other
Signer is Representing