Land Trust of Santa Clara Valley - Conservation Easement Acquisition and Stewardship (2020)AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this 15rh day of
'o.;'(4a �U, 2019, by and between the City of Gilroy, a California municipal corporation ("City"),
and the Land Trust of Santa Clara Valley, a California non-profit corporation organized under the
laws of the State of California ("Land Trust").
RECITALS
WHEREAS Elizabeth A. Van Dyke, Trustee of the Elizabeth A. Van Dyke Trust dated
January 3, 2003, Peter N. Van Dyke, a married man as his sole and separate property, Kurt E.
Van Dyke, and Eric Van Dyke, Trustee of the Eric Van Dyke Trust dated June 19, 1998
(collectively, the "Owner"), as tenants in common in undivided equal shares, own that certain
real property located at 7665 Crews Road, Gilroy, California, and more particularly described on
Exhibit "A" attached hereto ("Property").
WHEREAS the City desires to establish a conservation easement encumbering the
Property, which would preserve the Property as agricultural lands, and prevent the development
thereof ("Conservation Easement"), and the Owner is willing to encumber the Property with such
Conservation Easement. The fair market value of the Conservation Easement has been appraised
by John Piini, MAI, and Greg Piini, MAI, as of July 8, 2019 at One Million Two Hundred
Thirty-seven Thousand Dollars ($1,237,000) ("Conservation Easement Purchase Price").
WHEREAS the City adopted an Agricultural Mitigation Policy, on May 3, 2004, which was
adopted in order to, among other things, enable the continued viability of agriculture and agri-
tourism in the Gilroy Area, and the Conservation Easement would support and promote such policy.
WHEREAS the City intends that the Conservation Easement shall serve as an agricultural
mitigation measure for its development of the Gilroy Sports Park, or, if the Gilroy Sports Park is not
fully developed, then for any other purpose which supports or promotes the City's Agricultural
Mitigation Policy.
WHEREAS, the Land Trust is a private, non-profit corporation that is tax-exempt under
Internal Revenue Code section 501(c)(3) that conducts a land conservation program which includes
the acceptance, holding, and monitoring of lands subject to conservation easements, as well as the
management of lands acquired in fee simple for conservation and related purposes.
WHEREAS, the City would like to establish a framework that would allow it to provide the
Land Trust with funds in the amount of One Million Two Hundred Ninety-eight Thousand Eight
Hundred Fifty Dollars ($1,298,850) ("Designated Funds") to enable to the Land Trust to acquire the
Conservation Easement from the Owner, and serve as the steward of the Conservation Easement.
The Designated Funds are comprised of (A) the Conservation Easement Purchase Price, and (B) a
"Stewardship Endowment" in the amount of Sixty-one Thousand Eight Hundred Fifty Dollars
($61,850) (i.e., five percent (5%) of the Conservation Easement Purchase Price) monies from the
Designated Funds to be provided to the Land Trust for certain purposes consistent with the
preservation of agricultural land and (C) Land Trust qualified project closing costs plus overhead not
to exceed $12,296.88 (which includes 25% overhead), which will be reimbursed to the Land Trust
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by the City within 30 days of City's receipt of itemized invoices from the Land Trust for qualified
project costs. Qualified project costs may include Land Trust staff and Land Trust consultant hours
that are spent on the Van Dyke conservation easement project only, as well as 25% overhead. City
agrees to pay Chicago Title Company all closing and escrow fees, not to exceed $5,500 (unless
otherwise approved in writing by the City).
WHEREAS, the purpose of this Agreement is to establish such a framework by, among other
things, specifying the terms and conditions under which some or all of the Designated Funds may be
made available to the Land Trust.
NOW, THEREFORE, the parties hereby agree as follows:
AGREEMENT
1. Use of Funds. The Designated Funds shall be available only in connection with the
Land Trust's acquisition of the Conservation Easement and stewardship thereof. The Land Trust's
stewardship of the Conversation Easement means that it shall use its best efforts to (A) support long-
term agricultural production in the City by maintaining the Conservation Easement for its intended
purpose (i.e., agricultural uses), and (B) monitor and enforce the Conservation Easement in
accordance with Section 4 below, and meet all legal requirements in connection therewith. The City
may also consider other facts and circumstances that are relevant to the preservation goals expressed
in this Agreement in responding to any request for Designated Funds.
2. Request Process: Action Thereon. The Designated Funds shall be paid by the City
directly into escrow within 10 days of a written request that contains the following information to the
City Administrator:
A. A written request for a specified portion of the Designated Funds, which request shall
include a representation that the Designated Funds shall be used for either the
acquisition of the Conservation Easement or the Stewardship Endowment, and for no
other purpose;
B. A schedule for implementing the acquisition of the Conservation Easement;
C. A summary of how the Stewardship Endowment will be used;
D. A copy of the signed purchase and sale agreement between Trust and Owner; and
E. The source(s) of other funding for the acquisition of the Conservation Easement or
Stewardship Endowment, if any.
3. Monitoring and Enforcement Duties of Land Trust; Rights of Citv.
A. Monitorine and Enforcement. The Land Trust shall ensure that the Conservation
Easement includes a provision that authorizes the City to act, jointly or
independently, to enforce its terms and provisions. The Land Trust agrees to notify
the City in the event that either receives information suggesting any actual or
threatened violation of the Conservation Easement. The Land Trust shall have
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primary responsibility for promptly investigating any alleged violation of the
Conservation Easement and, if necessary, taking appropriate steps to prevent or
remedy such violations. If requested by the Land Trust, the City shall consider in
good faith any proposal for City assistance and support in enforcement actions,
including a proposal for financial assistance to the extent the Stewardship Fund has
been exhausted; provided, however, that in no event shall the City be obligated to
provide any such financial assistance, it being the intent of the parties that any
financial assistance shall be granted or withheld by the City in its sole and absolute
discretion.
B. City Review of Easement Form and Content. The City shall be afforded a reasonable
opportunity to review and approve the form and content of the Conservation
Easement. The City may request changes or additions to the form and terms of the
Conservation Easement, so long as such changes or additions are consistent with the
purposes of this Agreement and tend to promote the permanent preservation of the
Property for agricultural purposes. The City shall advise the Land Trust at the earliest
reasonable opportunity of the changes and additions it will require.
4. linvlementation; Authority of the City Administrator. The City Administrator is
authorized to act on behalf of the City for all purposes in connection with this Agreement, except as
specified in Section 7, below. Specifically, the City Administrator has discretion to review projects
for eligibility, authorize a release of Designated Funds, place specific limits on the use of Designated
Funds, and to take other actions to implement this Agreement that are consistent with its purposes.
However, the City Administrator may seek direction from the City Council (in a manner consistent
with the Brown Act and other legal requirements) regarding particular issues or proposed projects.
5. Rep_ ortin2 and Record Keening; Audit. The Land Trust shall annually report to the
City regarding the status of the Conservation Easement, for a period of ten years from the date of this
Agreement. This report shall include the status of the Conservation Easement, and how the
Stewardship Endowment is being used. The Land Trust shall maintain all books, records, documents
and other information sufficient to enable it to track the use of Designated Funds in accordance with
this Section for a period of three years after the final release of such funds by the City in connection
with the Conservation Easement. Upon reasonable request by the City, the Land Trust shall make
such books, records, documents, and other information available for City review or audit.
6. No Right to Designated Funds. Nothing herein shall limit the authority of the City
and the Land Trust to work independently or with other private and public entities to accomplish
their respective goals and purposes.
7. Amendment; Termination. This Agreement may be terminated or amended only by
mutual written agreement of the Land Trust and the City.
8. Notices. Notices given pursuant to this Agreement, including notices for enforcement
purposes, shall be deemed delivered with deposited in the United States Mail, postage prepaid and
addressed as follows:
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City: City Administrator
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Land Trust: Executive Director
The Land Trust of Santa Clara Valley
605 Tennant Avenue, Suite H,
Morgan Hill, CA 95037
9. Applicable Law. This Agreement has been made and delivered within the State of
California, and the rights and obligations of the parties hereto shall be construed and enforced in
accordance with California law.
10. Successors and Assigns. This Agreement is binding upon and shall inure to the
benefit of the parties hereto and their respective representatives, heirs, predecessors, affiliated
entities, transferees, assigns and successors in interest.
11. Severability. Should any paragraph, clause or provision of this Agreement be
construed to be against public policy or determined by a court of competent jurisdiction to be void,
invalid or unenforceable, such construction and decisions shall affect only those paragraphs, clauses
or provisions so construed or interpreted, and shall in no event affect the remaining paragraphs,
clauses or provisions of this Agreement, which shall remain in force.
12. No Third Partv Beneficiaries. This Agreement is not intended to, and will not be
construed to, create any right on the part of any third party to bring an action to enforce any of its
terms.
13. Authority to Execute; Counterparts. Each party represents that it has legal authority to
enter into this Agreement and to perform its obligations hereunder. This Agreement may be signed
in counterparts, and all counterparts when taken together shall constitute one document.
14. Cooperation. Each party agrees to cooperate with the other to ensure that the terms,
provisions, and purpose of this Agreement are effectively carried out at all times. To that end, each
party agrees to execute any and all documents that may be reasonably necessary, helpful, or
appropriate to carry out the terms, provisions, and purpose of this Agreement.
15. Entire Agreement. This Agreement is the entire Agreement between the parties with
respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written
agreements and discussions. Each parry has cooperated in the drafting and preparation of this
Agreement, and this Agreement shall not be construed against any party on the basis of drafting.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first set forth above.
CITY OF GILROY
By:
City Administrator
Date:
TT ,
B
Clerk�
Date:1
Approved s to F
By:
City Attorney
Date: (')-I1I, do (Cl
LAND
Executive llire for
Date: f {�
By:
Kevi O'Day
President
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EXHIBIT "A"
LEGAL DESCRIPTION
For APN/Parcel ID(s): 841-46-004
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA IN
COUNTY OF SANTA CLARA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
Beginning at a redwood underground monument with iron center standing at the point of intersection of
the centerline of the Crews Road with the East line of the 135 acre tract, part of the original S. Bellom
Tract in the Gilroy portion of the Rancho San Ysidro and sold by W.N. Furlong to John Costello by Deed
of May 8, 1880 and now or formerly owned by W. Walsh from which monument a witness post in North
line of said Crews Road and marked W.P.X.1 bears North 28' 54' West 31 links from which witness post
an elderberry tree 1 1/2 feet in diameter bears South 24' West 132 links, and a white oak 15 inches in
diameter bears North 24 1/2" East 3.38'/2 chains both trees being marked B.T.W.F.X.1, and running
thence along said centerline of said Crews Road North 49 3/4" East 25.94 chains to an underground
redwood monument with iron center standing at the point of intersection of said centerline with the
Eastern line of said original S. Fellom Tract and also the Eastern line of said Gilroy portion of the Rancho
San Ysidro and from which monument a stake marked S.F.P.F. and being the original Easternmost
corner of said S. Fellom Tract bears South 17' East 33 links, and a white oak 15 inches in diameter
marked B.T.F.S. bears South 6° 48' East 68 links, and a white oak 2 1/2 feet in diameter and marked
B.T.W.F. bears North 86' West 106 links; thence along the said Eastern line of said Rancho San Ysidro
and said line being five feet to the Eastward to the centerline of the Crews Road (as recorded) up to the
point where said Crews Road bends to the East North 17' West 45.25 chains to a stake in Rock Mound
marked S.F.A.M. for the Northernmost corner of said original S. Fellom Tract; thence along the Northern
line of said original S. Fellom Tract, South 49' 48' West 35.60 chains to a stake marked X.11 at the
Northernmost corner of the 135 acre tract, now or formerly owned by said W. Walsh, from which stake a
white oak 14 inches in diameter bears South 15 1/2' East 1.89'/2 chains, and a white oak 16 inches in
diameter bears South 38' West 2.14 chains both trees being marked B.T.S.11 and thence along the
Eastern line of said Walsh's 135 acre tract South 28' 54' East 42.42 chains to the
point of beginning, including within said area about 1.53 acres of the Crews Road and being all that
portion of the original S. Fellom Tract in the Gilroy portion of the San Ysidro Rancho lying to the East of
the aforesaid 135 acre tract, formerly owned by W. Walsh. Courses true. Varying 16' 50' East. Surveyed
at the request of A. W. Furlong, January 7, 1981.
Excepting therefrom that portion thereof conveyed by Truman A. Baldwin and Mary Baldwin, his wife, to
Royal W. Abbott and Loreen M. Abbott, his wife, by Deed dated February 8, 1951 and recorded February
23, 1951 in Book 2157 of Official Records, at page 455, Santa Clara County Records, and being
described as follows:
Beginning at a buried iron pipe and redwood monument in the centerline of the Crews Road at the most
Southerly corner of the lands of Baldwin as shown on Map entitled, "Record of Survey of a portion
Rancho San Ysidro-Gilroy Portion", which Map is recorded in Book 29 of Maps, at page 22, Records of
Santa Clara County, California, and running thence along the line common to Baldwin and Abbott as
shown on said Map North 29' 07' West 920.00 feet to a buried iron pipe; thence parallel to the centerline
of the Crews Road North 49' 30' East 241.47 feet to a buried iron pipe; thence parallel to the line
common to Baldwin and Abbott South 29' 07' East 920.00 feet to the centerline of the Crews Road (back
20.46 feet on this course is a buried iron pipe in the Northwesterly line of the Crews Road); thence along
the centerline of the Crews Road South 49' 30' West 241.47 feet to the point of beginning and being a
portion of the John Gilroy Portion of the Rancho San Ysidro as patented.
Also excepting therefrom that portion thereof described as follows:
Beginning at the point of intersection of the Northwesterly line of that certain 127.72 acre tract of land
described in the Deed from Truman A. Baldwin, and Mary Baldwin, his wife, to Truman A. Baldwin and
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Mary Baldwin, his wife, dated February 11, 1938 and recorded March 14, 1938 in Book 866 of Official
Records at page 285, Santa Clara County Records, with the centerline of Crews Road, 40 feet wide, as
said centerline is described in the Deed from Truman Baldwin and Mary Baldwin, his wife, to the County
of Santa Clara, dated September 21, 1934 and recorded October 23, 1934 in Book 708 of Official
Records, at page 126, Santa Clara County Records; thence from said point of beginning running
Southerly along said centerline of Crews Road the following five courses and distances: South 17' 24'
East 414.81 feet; South 320 05' East 213.246 feet; South 44' 16' East 497.706 feet; South 83' 43' East
253.704 feet; and thence South 25° 10' East 160.578 feet to Station 3 of the centerline of said Crews
Road as surveyed June 11, 1901 by the County Surveyor; thence leaving the centerline of Crews Road
and running North 73° East 5 feet to the Northeasterly line of said 127.72 acre tract of land, said line also
being the Northeasterly line of the Rancho San Ysidro; thence along the Northeasterly line of said 127.72
acre tract of land and said Rancho line, North 17' West to a stake in rock mound marked S.F.A.M. at the
Northerly corner of said 127.72 acre tract of land; thence leaving said Rancho line and running along the
Northwesterly line of said 127.72 acre tract of land, South 49' 48' West to the point of beginning, and
being a portion of said 127.72 acre tract of land, and also a portion of the Rancho San Ysidro (Gilroy).
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