ROCKLIN CITY COUNCIL
SPECIAL
City Council Special Meeting
City Hall - Council Chambers
3970 Rocklin Rd. Rocklin, CA
95677
Website:
www.rocklin.ca.us
April
4, 2025
Special Session 3:00 p.m.
JILL GAYALDO,
Mayor
DAVID BASS,
Vice Mayor
KEN BROADWAY,
Council Member
BILL HALLDIN,
Council Member
GREG JANDA,
Council Member
ALY ZIMMERMANN,
City Manager
MATTHEW MCOMBER,
City Attorney
DANIEL CHOE,
City Treasurer
AVINTA SINGH,
City Clerk
HOW TO PARTICIPATE
The City of Rocklin welcomes your interest and involvement in the City's legislative process. The City Council has established a procedure for addressing the Council. Persons wishing to address the City Council are asked to voluntarily complete and submit a speaker identification sheet to the City Clerk.
Speaker identification sheets are available near the entrance of the Council Chambers. For items listed on the agenda, any person may address the City Council at the time the item is considered. Speakers are requested to restrict their comments to the item as it appears on the agenda and stay within the required three-minute time limit. The Brown Act does not permit the City Council to take action on items brought up under Citizens Addressing the City Council.
WRITINGS RECEIVED AFTER AGENDA POSTING
Any writing or documents related to an agenda item for this meeting provided to the City Council will be made available for public inspection at City Hall, 3970 Rocklin Road, Rocklin, during normal business hours.
AMERICANS WITH DISABILITIES ACT
In compliance with the Americans with Disabilities Act, the City of Rocklin encourages those with disabilities to participate fully in the public hearing process. If you have a special need in order to allow you to attend or participate in our public meeting and public hearing processes, including receiving notices, agendas, and other writings in appropriate alternative formats, please contact our office at (916) 625-5560 well in advance of the public meeting or public hearing you wish to attend so that we may make every reasonable effort to accommodate you.
LEVINE ACT PROVISIONS
The Levine Act requires a party (or the party’s agent(s)) to a proceeding before the City of Rocklin that involves any action or consideration to their contract, license, permit, or other entitlement for use, to disclose any campaign contribution made to a City elected or appointed officer (including Councilmembers, Planning Commissioners, and members of other City boards and commissions) totaling more than $500 within the 12 months before the City decision.
AUDIO/VISUAL PRESENTATIONS
If making a presentation regarding an agenda item, all audio/visual materials must be submitted to the City Council Special Meeting Agenda of April
4, 2025
1 CS1.
Pursuant to Government Code Section 54956.9(d)(3), Conference with Legal Counsel, Anticipated Exposure to Litigation: one (1) case in which the facts or circumstances are not yet known to a potential plaintiff or plaintiffs.
D1.
Clover Valley – Ratification of Escrow Instructions and Amendment to Use of Funds Agreement
City Clerk or Secretary at least 72 hours in advance. The City is not responsible for the compatibility or operation of non-city devices or the functionality of non-city presentations.
POSTING OF AGENDA
In accordance with Government Code Section 54954.2(a) this agenda was posted on the City's bulletin board at City Hall, 3970 Rocklin Road, Rocklin, and City of Rocklin website at www.rocklin.ca.us.
AGENDA
SPECIAL MEETING
INSTRUCTIONS
The public may listen to audio or view the meeting via live stream at https://www.rocklin.ca.us/agendas-minutes
. For those that do not plan on attending in person,
but wish to make a public comment during the meeting, public comments will be accepted in email form up until 3:00 p.m. on the meeting day. Public comments should be submitted to the City Clerk at [email protected]. Emailed public comments will be distributed to City Council and treated as a public record.
CALL TO ORDER
ROLL CALL
PUBLIC COMMENT ON CLOSED SESSION
CLOSED SESSION
REPORT OUT OF CLOSED SESSION
DISCUSSION ITEMS
Recommendation:
Adopt a Resolution of the City Council of the City of Rocklin Ratifying Escrow Instructions and Approving the First Amendment to the Use of Funds Agreement Between the City of Rocklin and the Placer Land Trust for Clover Valley Acquisition and Protection Via Conservation Easement.
ADJOURNMENT
City Council Special Meeting Agenda of April
4, 2025
2 City Council Special
Staff Report
Subject:
Clover Valley – Ratification of Escrow Instructions and Amendment to Use of Funds Agreement
Date:
April
4, 2025
Submitted By:
Matthew McOmber, City Attorney
Aly Zimmermann, City Manager
Department:
City Council
Recommendation:
Adopt a Resolution of the City Council of the City of Rocklin Ratifying Escrow Instructions and Approving the First Amendment to the Use of Funds Agreement Between the City of Rocklin and the Placer Land Trust for Clover Valley Acquisition and Protection Via Conservation Easement.
Background:
At the January 14, 2025 City Council meeting, by consensus, the City Council requested that staff prepare information that would provide the framework for a potential donation from the City to or for the Placer Land Trust (PLT), in support of PLT’s acquisition of the Clover Valley slopes and valley floors and preservation under a conservation easement.
At the January 28, 2025 City Council meeting, the City Council discussed the deal points presented by staff and directed staff to prepare a Use of Funds Agreement between the City and PLT.
On February 25, 2025, the City Council adopted Resolution No. 2025-24, approving a Use of Funds Agreement with PLT; and adopted Resolution No. 2025-47, which provided an appropriation of $2 million from Fiscal Year 2023/24 remaining funds.
The agenda reports and related documents for these three meetings are available at the following links:
January 14, 2025 (Agenda Only - No written report)
January 28, 2025
February 25, 2025 – Resolution No. 2025-24
February 25, 2025 – Resolution No. 2025-47
At this time, staff recommends an amendment to the Use of Funds Agreement to (1) include language addressing potential litigation and termination rights and conditions for the Grant Item Number D1.
3 Funds; and (2) authorize the City Manager to approve the Conservation Easement, Management Plan and related documents and forms necessary to effectuate the Use of Funds Agreement. The First Amendment is included as Exhibit C to the Resolution. Staff also recommends the City Council ratify the Escrow Instructions (Exhibit B to the Resolution) that accompanied the wire transfer of the $2 million into an escrow account.
ATTACHMENTS:
1. Resolution
2. Resolution Exhibit A - Use of Funds Agreement
3. Resolution Exhibit B - Escrow Instructions
4. Resolution Exhibit C - First Amendment to the Use of Funds Agreement 4 Resolution No. 2025- April 4, 2025 Page 1 of 2
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RESOLUTION 2025-XXX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
RATIFYING ESCROW INSTRUCTIONS AND APPROVING
THE FIRST AMENDMENT TO THE USE OF FUNDS AGREEMENT
BETWEEN THE CITY OF ROCKLIN AND THE PLACER LAND TRUST
FOR CLOVER VALLEY ACQUISITION AND PROTECTION
VIA CONSERVATION EASEMENT
WHEREAS, at its regular meeting on February 25, 2025, the City Council approved by majority vote the “Use of Funds Agreement Between the City of Rocklin and the Placer Land Trust for Clover Valley Acquisition and Protection Via Conservation Easement,” a fully executed copy of which is attached hereto as Exhibit A; and WHEREAS, in accordance with the above-referenced Use of Funds Agreement, the $2,000,000 of Grant Funds have been deposited by the City into escrow with First American Title Company and of the date of this Resolution, remain in escrow, subject to “Escrow Instructions,” signed by the Mayor, a copy of which is attached hereto as Exhibit B, and which Grant Funds are not to be disbursed out of escrow without the City advanced written consent following City’s verification that all conditions for the Grant Funds under the Use of Funds Agreement have been fully satisfied; and WHEREAS, as of the date of this Resolution, the Conservation Easement and Management Plan are in the process of being prepared but are not yet finalized; and WHEREAS, in order to carry out the purposes of the Use of Funds Agreement, the City Council wishes to ratify the Escrow Instructions and delegate to the City Manager certain authority as delineated in the First Amendment to the Use of Funds Agreement, which is attached and incorporated herein as Exhibit C.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rocklin as follows:
Section 1. The First Amendment to the Use of Funds Agreement Between the City of Rocklin and The Placer Land Trust for Clover Valley Acquisition and Protection Via Conservation Easement, which is attached and incorporated herein by reference as Exhibit C, is hereby approved and the Mayor is hereby authorized to sign the First Amendment.
Section 2. The Escrow Instructions, attached hereto as Exhibit B, are hereby ratified and approved.
5 Resolution No. 2025- April 4, 2025 Page 2 of 2
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PASSED AND ADOPTED this 4 th day of April, 2025 by the City Council of the City of Rocklin, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAIN: Councilmembers:
_________________________
Jill Gayaldo, Mayor
ATTEST:
____________________________
Avinta Singh, City Clerk
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8 9
10 11
12 13
Escrow Instructions
Date: March 13, 2025
Escrow: 625423ala
To: Barbara Clarke, Senior Escrow Officer
First American Title Company
3400 Douglas Blvd, Suite 130
Roseville, CA 95661
(916) 677-2697
[email protected]
From: Jeff Darlington, Executive Director AND Jill Gayaldo, Mayor Placer Land Trust City of Rocklin
922 Lincoln Way, Suite 200 3970 Rocklin Road
Auburn, CA 95603 Rocklin, CA 95677
(530) 887-9222 x101 (916) 625-5560
[email protected] [email protected]
Dear Barbara,
Pursuant to the terms and conditions of the Use of Funds Agreement Between the City of Rocklin and the Placer Land Trust for Clover Valley Acquisition and Protection Via Conservation Easement (herein Use of Funds Agreement), the City of Rocklin (Grantor) is granting Placer Land Trust (Grantee or PLT) two million dollars ($2,000,000.00) for the purpose of contributing to the purchase price of the 402-acre property in Rocklin known as Clover Valley (Property) and subject to Escrow No. 625423ala. This escrow serves to pay off the note from William Jessup University (Buyer) to
(Buyer) for the Property purchase, and, as a requirement of this funding (and previous funding contributed by other funders) this escrow will also include a concurrent recordation of a conservation easement in a format reasonably acceptable to the City of Rocklin in favor of PLT.
The City of Rocklin intends to wire the $2,000,000.00 directly to First American Title Company on behalf of PLT within twenty (20) days. Please provide Aly Zimmermann at the City of Rocklin with wire instructions (contact info below).
You are instructed to use the $2,000,000.00 in funds from the City of Rocklin in conformance with the enclosed Use of Funds Agreement. These instructions are to be incorporated as part of your escrow instructions for Escrow 625423ala.
Notably, this $2,000,000.00 is to be refunded without delay to the City of Rocklin if any of the following conditions occurs: (i) the subject escrow is terminated, (ii) the note is not paid off and the Property is not acquired by William Jessup University by close of escrow (as closing may be amended but no later than June 30, 2025), (iii) a conservation easement is not recorded on the subject property as specified in the enclosed Use of Funds Agreement in favor of PLT and/or Placer County by close of escrow (as closing may be amended but no later than June 30, 2025), or (iv) any one or more of the conditions set forth in the enclosed Use of Funds Agreement is not satisfied or met.
These escrow instructions may not be modified or amended unless in writing signed by all Parties hereto.
Nothing contained herein is intended to nor shall it be construed to amend or modify any terms or conditions of the Use of Funds Agreement Between the City of Rocklin and PLT. 14 If you have any questions, please contact Aly Zimmermann at [email protected] or (916) 625-5585 and/or Jeff Darlington at PLT.
Signed on the date first written above:
_________________________ _________________________
Jeff Darlington Jill Gayaldo
Placer Land Trust (Grantee) City of Rocklin (Grantor)
Enclosed: Use of Funds Agreement Between
the City of Rocklin and the Placer Land Trust
for Clover Valley Acquisition and Protection
Via Conservation Easement
Cc: John Jackson, President, William Jessup University (Buyer) 15 FIRST AMENDMENT TO THE USE OF FUNDS AGREEMENT BETWEEN
THE CITY OF ROCKLIN AND THE PLACER LAND TRUST
FOR CLOVER VALLEY ACQUISITION AND PROTECTION
VIA CONSERVATION EASEMENT
This First Amendment is entered into between the City of Rocklin (“City”) and the Placer Land Trust, a 501(c)(3) nonprofit public benefit organization (“PLT” or “Grantee”).
R E C I T A L S
WHEREAS, on January 27, 2025, the City Council of the City of Rocklin directed staff to prepare an agreement between the City of Rocklin and Placer Land Trust for a $2,000,000 donation (“Grant Funds”) toward the purchase of property within Clover Valley, often referred to as the "valley slopes and floor,” to be protected via conservation easement and administered pursuant to a management plan, subject to various conditions and terms as set forth in the agreement; and WHEREAS, in accordance with the City Council’s direction from January 27, 2025, staff presented the “Use of Funds Agreement Between the City of Rocklin and the Placer Land Trust for Clover Valley Acquisition and Protection Via Conservation Easement” (the Original Use of Funds Agreement) to the City Council at its regular meeting on February 25, 2025; and
WHEREAS, at its regular meeting on February 25, 2025, the City Council approved by majority vote the Original Use of Funds Agreement, a fully executed copy of which is attached hereto as Exhibit A; and
WHEREAS, the Original Use of Funds Agreement contains certain conditions for the City’s $2,000,000 donation (also referred to as a donation or the Grant Funds), including among other things, “a Conservation Easement in a format reasonably acceptable to the City” and further, that “Any management plan or similar document prepared for the administration of the Property must be reviewed and approved by the City”; and
WHEREAS, in accordance with the Original Use of Funds Agreement, the $2,000,000 of Grant Funds have been deposited into escrow with First American Title Company and of the date of this Resolution, remain in escrow, subject to “Escrow Instructions,” signed by the Mayor, a copy of which is attached hereto as Exhibit B; and WHEREAS, as of the date of this Resolution, the Conservation Easement and Management Plan are in the process of being prepared but are not yet finalized; and WHEREAS, City and Consultant desire to amend the Agreement to add conditions relative to the City’s $2,000,000 contribution and provide certain delegated authority from the City Council of the City of Rocklin to the City Manager (“First Amendment”); and 16 WHEREAS, the Original Use of Funds Agreement and the First Amendment are collectively referred to as the “Agreement.”
NOW, THEREFORE, the Agreement is amended as follows:
I. Section 6 of the Agreement is amended in its entirety as of the effective date of the Original Use of Funds Agreement to add subparagraphs (b) through (e), (and relabel the first original paragraph without changes as (a)), as follows:
(a) Grantee agrees that the Grant Funds are provided for and shall be used exclusively for the acquisition of the Property and the Conservation Easement and shall not be used for any purpose not specified in this Agreement.
Accordingly, Grantee further agrees that if the Property is not ultimately purchased, or if a Conservation Easement is not recorded upon the Property within one (1) year of execution of this Agreement, if the Grant Funds or any amount thereof are not used exclusively to pay for the purchase of the Property, or if any other condition for the donation is not timely met, Grantee shall return the Grant Funds in their entirety without delay to the City. (b) In the event that, in the City’s sole discretion, the City concludes that it is subject to an unacceptable risk or threat of being sued for any reason relating to or arising out of this agreement, City may notify Grantee of same in writing and upon such notice, the Agreement shall terminate and the Grant Funds shall be returned to the City in their entirety without delay.
(c) If, prior to close of escrow for the acquisition of the Property, any third party, entity, or person threatens litigation against the City or Grantee arising out of this Agreement or the acquisition of the Property, then either City or Grantee may, as a condition of the use of Grant Funds, require written assurances from any party or all parties threatening litigation that no such litigation will be initiated or pursued by said threatening party or parties. For purposes of this paragraph, the term “written assurances” may include, but is not necessarily limited to, a written agreement waiving any and all rights to file any type of legal action, appeal, complaint, or other civil action against the City and Grantee. (d) City and Grantee understand and agree that each has the right, independent of one another, to terminate this agreement at any time for any reason, with or without cause, prior to close of escrow for the acquisition of the Property. If either party terminates this agreement pursuant to this provision, it shall provide written notice of termination to the other Party. Upon providing such notice, the Grant Funds shall be returned to the City in their entirety without delay. (e) The Parties understand and agree that escrow shall not close and no Grant Funds shall be disbursed from escrow, if at all, without City’s and PLT’s advanced written consent.
17 II. The following Sections, numbered as Section 19, is added to the Agreement as of the effective date of the Original Use of Funds Agreement, to read as follows:
19. The City Manager is hereby authorized to review, approve, and sign any and all documents and forms necessary to effectuate the Use of Funds Agreement, including but not limited to escrow instructions, the Conservation Easement, and the Management Plan or similar document prepared for the administration of the subject Property, provided that each such document and form is first reviewed, determined legally sufficient, and approved as to form by the City Attorney.
III. REAFFIRMATION
In all other respects, the Agreement, as amended, and any attachments, remains in full force and effect.
IV. ENTIRE AGREEMENT
The Agreement, as amended, and any attachments, constitute the entire understanding between City and Grantee.
V. EFFECTIVE DATE
Unless otherwise provided, this First Amendment shall be deemed effective as of the last date it is signed by both Parties.
SIGNATURE PAGE FOLLOWS*
18 IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to the Agreement. By their signatures below, each signatory represents that they have the authority to execute this First Amendment and to bind the Party on whose behalf their execution is made.
CITY OF ROCKLIN
Date:
Jill Gayaldo, Mayor
City Council
City of Rocklin
Approved as to form:
MATTHEW McOMBER
City Attorney
By: __________________________
Matthew McOmber, City Attorney
ATTEST:
City Clerk
By: __________________________
Avinta Singh, City Clerk
PLACER LAND TRUST
Date: ________________________ By: ______________________________ Jeff Darlington, Executive Director
19