HomeMy WebLinkAbout8.4 Kolb Trust Donation Agmt
CITY CLERK
File # D~[qJ~-[[][Q]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: March 4, 2008
SUBJECT:
Kolb Trust Donation Agreement
Report by Diane Lowart, Parks & Community Services Director
ATTACHMENTS:
1) Donation Agreement
RECOMMENDATION: !lP~
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Authorize City Manager to execute Agreement pending City
Council approval of moving any of the Kolb Ranch Structures
FINANCIAL STATEMENT:
Trustee shall contribute $10,000 toward the moving cost of the Kolb
Home, Related Structures and Personal Effects
DESCRIPTION: One of the Fiscal Year 2007-2008 City Council Goals was to assess
the condition of the Kolb Family properties (house, barn, and workshop) and develop a plan for relocation
of the properties if appropriate. The City contracted with Royston Hanamoto Alley and Abey in order to
study the historical implications of moving the structures to the Dublin Historic Park, the potential uses of
the moved structures and the costs of rehabilitating the structures. Historic preservation architect Frederic
Knapp was a subconsultant on the team.
In an earlier agenda item, the City Council received the draft Dublin Historic Park Master Plan Addendum
addressing the Kolb Ranch Relocation. The study concludes that it is feasible to honor the program, goals
and design of the 2006 Dublin Historic Park Master Plan while integrating as many of the ranch structures
as necessary to recreate a historically acceptable core ranch layout. The report included three options for
moving various numbers of Kolb Ranch Structures.
Attachment 1 is a Donation Agreement prepared by the Attorney for the William P. Kolb Revocable Trust
and modified by the City Attorney. As described in the Agreement, the Trustee, acting pursuant to the
wishes of Bill Kolb wishes to donate to the City (i) the Kolb Home; (ii) related structures on the land,
which the City determines, in its sole and absolute discretion, to have historic value; and (iii) personal
effects and machinery on the property of historic value that the Kolb Trust does not desire to keep in the
family.
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ITEM NO.
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COPY TO: RHAAlPCSC/HCAC/DFAF/Peter MacDonald/Casey Strom
Page 1 of2
G:\COUNCIL\Agenda Statements\2008\3-4 Kolb Trust Donation Agreement.doc
If the donation is accepted, the City would be responsible for all costs, including moving costs,
government approvals, contracts, and liabilities associated with the removal a subsequent use,
rehabilitation and maintenance of the Kolb Home and related structures. The Trust would contribute
$10,000 toward the cost of moving the structures. The structures would need to be removed from the
property by January 1, 2009.
Since the Donation Agreement was initially submitted to the City for approval, concern has been
expressed by individuals in the City of Pleasant on about the moving of historic resources from Pleasanton
to Dublin. Staff has been unable to ascertain the City of Pleasanton's interest in the Kolb Home and
related structures at this time. Consequently the City Attorney has added a paragraph to page three of the
agreement as follows:
"Notwithstanding anything to the contrary set forth herein, City shall have no
obligation to accept the Kolb Home, Related Structures or Personal Effects or to remove
the same from the Land if (i) the City is unable, despite commercially reasonable efforts, to
obtain all necessary permits and approvals for acceptance or removal of the Kolb Home and
Related Structures from the Land which may be required by any government agency having
jurisdiction over the Kolb Home and Related Structures; or (ii) there is any local, state, or
federal litigation, referendum, moratorium, statute, order, regulation, ordinance, legislation,
judgment, ruling or decree which shall have been enacted, adopted, issued or entered or
shall be pending or in effect, that could adversely affect City's ability to accept the Kolb
Home, Related Structures or Personal Effects or to remove the same from the Land."
This paragraph has been added as a precautionary measure in order to protect the City of Dublin's interest
should there be any obstacles put in the way of moving the structures that are beyond the control of the
City.
Staff intends to schedule Liaison Committee meeting with the Pleasanton City Council to discuss the issue
further.
RECOMMENDATION: If it is determined that the City would like to accept the donation of
the Kolb Home, Related Structures and Personal Effects, Staff recommends that the City Council
authorize the City Manager to execute the Donation Agreement.
Page 2 of2
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DONATION AGREEMENT
This Donation Agreement (this "Agreement") is entered into effective as of
2008 (the "Effective Date") by and between Casey Strom, trustee ("Trustee") of the William P.
Kolb Revocable Trust dated August 2, 2004 ("Kolb Trust") and the City of Dublin, a municipal
corporation ("City"). City and Trustee are hereinafter collectively referred to as the "Parties."
RECITALS
WHEREAS, Trustee owns that certain real property located at 11393 Dublin Canyon
Road in Pleasanton, California, known as Assessor's Parcel Number APN 941-2819-005 (the
"Land"), and improved with an approximately 2,163 square foot single family residence built in
1910 ("Kolb Home") and related structures. The Land and the Kolb Home. are hereinafter
collectively referred to as the "Property;"
WHEREAS, Trustee intends to offer the Land for sale in the near future;
WHEREAS, City is planning to expand its Dublin Historic Park at the corner of Dublin
Boulevard and Donlon Street;
WHEREAS, William P. Kolb ("Bill Kolb") died in early 2006 and is buried in the
family plot in the Dublin Pioneer Cemetery. Although the construction of 1-580 separated the
Kolb Home from Dublin, Bill Kolb and the Kolb family always considered the Kolb Home a part
of Dublin, and Bill Kolb maintained many connections to the community of Dublin until his
death;
WHEREAS, Trustee, acting pursuant to the wishes of Bill Kolb wishes to donate to the
City (i) the Kolb Home; (ii) related structures on the Land, which the City determines, in its sole
and absolute discretion, to have historic value (the "Related Structures"); and (iii) personal
effects and machinery on the Property of historic value that the Kolb Trust does not desire to
keep in the family (the "Personal Effects");
WHEREAS, Trustee's donation to City is in consideration of City's promises to, at
City's sole cost and expense, move the Kolb Home, Related Structures, and Personal Effects to
the Dublin Historic Park and to maintain and rehabilitate the Kolb Home, Related Structures and
Personal Effects; and
WHEREAS, City wishes to accept the Kolb Home, Related Structures and Personal
Effects pursuant to the terms and conditions herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledge, the Parties agree as follows:
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ATTACHMENT 1 0
1033650.4
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1. Donation. Subject to Section 10, Trustee agrees to donate to City, and City agrees to
accept from Trustee, the following personal property on the terms and conditions contained
herein:
(i) the Kolb Home in its 'as is' condition for use, rehabilitation and maintenance by the
City as a structure in the Dublin Historic Park;
(ii) the Related Structures in their 'as is' condition for use, rehabilitation and maintenance
by the City as a structures in the Dublin Historic Park; and
(iii) the Personal Effects in their 'as is' condition.
2. Removal from Land. Subject to Section 10, the City shall remove the Kolb Home,
Related Structures, and Personal Effects from the Land no earlier than March 1, 2008 and no
later than January 1, 2009 and shall, prior to such removal, provide Trustee with as much
advance notice as is practicable, but in no event less than 30 days.
3. Name. The City shall name the Kolb Home "Kolb Family Home" or other name
approved by Trustee.
4. Trustee Contribution to Moving Costs. Trustee shall contribute the sum ofTen Thousand
Dollars ($10,000.00) toward the cost of moving the Kolb Home, Related Structures and Personal
Effects from the Land to Dublin Historic Park. Trustee shall deposit such funds into an escrow
account on or before July 1, 2008. Such funds shall be disbursed to City upon City's
presentation to the escrow officer of evidence of completion of the City Actions described in
Section 10.
5. Temporary Storage. Following City's removal of the Kolb Home, Related Structures and
Personal Effects from the Land, City shall be permitted to temporarily store the Kolb Home,
Related Structures, and Personal Effects while related park improvements are being prepared.
6. Personal Effects. Within 30 days of the Effective Date, City and Trustee shall consult to
determine which Personal Effects Trustee will donate to City.
7. Costs. Except as specifically provided in Section 4 above, subject to Section 11, the City
shall be responsible for all costs, including moving costs, government approvals, contracts, and
liabilities associated with the removal and subsequent use, rehabilitation, and maintenance of the
Kolb Home and Related Structures; provided however, City shall not be responsible for any
professional costs incurred directly by Trustee.
8. Access; Condition. Trustee shall cooperate to provide City with reasonable access to the
Property for the purposes of evaluating the condition of the Kolb Home and Related Structures
and preparing for the removal of the Kolb Home and Related Structures from the Land (Contact
person: Carol Strom). Trustee shall take no action which unreasonably endangers the condition
of the Kolb Home, Related Structures, or Personal Effects or their historic value.
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9. Sale of Land. Trustee shall be permitted to enter into a purchase and sale agreement for
the Land and to sell the Land; provided however, such agreement and sale shall not include the
Kolb Home or Related Structures and shall ensure that the City retains the right to access the
Property to remove the Kolb Home, Related Structures and Personal Effects.
10. City Actions. The following actions by the City ("City Actions") are conditions
precedent to City's obligation to accept the Kolb Home, Related Structures, and Personal
Effects: (i) City shall have reviewed and approved the condition of the Kolb Home and Related
Structures; (ii) City shall have completed any review required by the California Environmental
Quality Act; (iii) City shall have adopted any amendments to the City's planning documents
necessary to incorporate the Kolb Home and Related Structures into the Historic Park; and (iv)
City shall have determined, in its sole and absolute discretion, that use of the Kolb Home and
Related Structures pursuant to the terms and conditions of this Agreement is feasible. The City
Actions are solely for the benefit of City and subject to unilateral waiver by City.
If any of the City Actions fail to occur, excepting any such actions that have been waived
by City, City shall have the right to terminate this Agreement by giving written notice to Trustee.
If not terminated by City prior to July 1, 2008, the City shall no longer have the right to
terminate this Agreement. In the event City has not completed and/or waived all of the City
Actions by July 1, 2008, Trustee shall have the right to terminate this Agreement by giving
written notice to City at any time prior to City's completion of all of the City Actions. If City or
Trustee elects to terminate this Agreement pursuant to this paragraph, this Agreement shall
terminate and City and Trustee shall thereupon be released from their respective obligations
herein, and Trustee shall have the right to recover any funds paid by Trustee to City or deposited
into escrow by or on behalf of Trustee pursuant to Section 4.
Provided City has obtained the required moving permits from Pleasanton by July 1, 2008,
a subsequent law change that invalidates or suspends that moving permit prior to its normal
expiration date shall relieve the City from having to move the Kolb Home and Related Structures
until such time as it becomes legally possible to move those structures. If it then becomes legally.
impossible to move the Kolb Home and Related Structures, City will have the right to terminate
its commitment under this Agreement. Unless otherwise agreed by the parties, Trustee shall
have the right to terminate this Agreement at any time after January 1, 2009 if the Kolb Home
and Related Structures have not yet been moved.
11. Transfer of Title. All of Trustee's right, title and interest in and to the Kolb Home,
Related Structures, and Personal Effects shall transfer to the City upon City's removal of the
Kolb Home, Related Structures and Personal Effects (or any portion thereof) from the Land.
Prior to such time, all right, title and interest in and to, and all liability associated with, the Kolb
Home, Related Structures and Personal Effects (or any portion thereof) shall remain with
Trustee.
12. Representations and Warranties.
12.1 Trustee's Representations and Warranties. Trustee represents and warrants that it
is du1y authorized to execute this Agreement, that Trustee has the legal right to enter into this
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Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable.
against Trustee in accordance with its terms.
12.2 City's Representations and Warranties. City represents and warrants that the
persons who have executed this Agreement on behalf of City are duly authorized to do so, that
City has the legal right to enter into this Agreement and to perform all of its terms and
conditions, and that this Agreement is enforceable against City in accordance with its terms.
13. Miscellaneous.
13.1. Successors. This Agreement shall be binding upon the successors of the Trustee.
13.2. Entire Agreement. This Agreement contains all the covenants, conditions and
agreements between the parties with respect to the subject matter hereof and shall supersede all
prior correspondence, agreements and understandings, both oral and written.
13.3. Governing Law. This Agreement shall be governed by and construed In
accordance with the laws of the State of California.
13.4. Further Assurances. Each party shall promptly perform, execute and deliver or
cause to be performed, executed and/or delivered any and all acts, deed and assurances,
including the delivery of any documents, as either party or title company may reasonably require
in order to carry out the intent and purpose of this Agreement.
13.5. Notices. All notices shall be sent to the party (with copy to its attorney) at the
following addresses:
Casey Strom, Trustee
William P. Kolb, Revocable Trust
5973 Kolb Ranch Drive
Pleasanton, CA 94588
Phone No. 925.460.0720
Email: kcwos@sbcglobal.net
With copy to:
Peter MacDonald, Esq.
Law Office of Peter MacDonald
400 Main Street, Suite 210
Pleasanton, CA 94566
Phone No. 925.462.0191
Email: pmacdonald@macdonaldlaw.net
City of Dublin
100 Civic Plaza
Dublin, CA 94568
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Attn: City Manager
13.6. Counterparts. This Agreement may be executed in one or more counterparts, and
all the counterparts shall constitute but one and the same agreement, notwithstanding that all
parties hereto are not signatory to the same or original counterpart.
13.7. Time. Time is of the essence of every provision contained in this Agreement.
13.8. Specific Performance. This Agreement shall be enforceable by all remedies
available in law and equity, including by specific performance.
13.9. Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall
be entitled to its attorneys' fees and any related direct costs of enforcement.
13.10 Cooperation. The parties shall cooperate, act. in good faith, and carry out the
terms of this Agreement with good sense and common purpose.
13.11 Severability. If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
13.12 Modification. This Agreement may be amended or modified only by a written
instrument executed by the Parties.
SIGNATURES ON FOLLOWING PAGE.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
TRUSTEE:
Casey Strom, as Trustee of the William P. Kolb
Revocable Trust dated August 2,2004
CITY:
CITY OF DUBLIN,
a municipal corporation
By:
Richard C. Ambrose
City Manager
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney