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CC 2016-10-11_11a Approval of Methodist Campground Agreement MEMORANDUM TO: CITY COUNCIL FROM: TERESA McCLISH, COMMUNITY DEVELOPMENT DIRECTOR HEATHER K. WHITHAM, CITY ATTORNEY SUBJECT: CONSIDERATION OF APPROVAL OF AGREEMENT WITH THE CALIFORNIA-PACIFIC ANNUAL CONFERENCE OF THE UNITED METHODIST CHURCH REGARDING THE METHODIST CAMPGROUND AND TABERNACLE DATE: OCTOBER 11, 2016 RECOMMENDATION: It is recommended the City Council approve and authorize the Mayor to execute the agreement with the California-Pacific Annual Conference of the United Methodist Church regarding the Methodist Campground and Tabernacle. IMPACT ON FINANCIAL AND PERSONNEL RESOURCES: There will be no financial impact, but there will be impact on personnel resources related to the proposed action in attempting to locate a buyer or formulating and implementing a plan. BACKGROUND: The Methodist Campground and Tabernacle located at 250 Wesley Street (the “Methodist Property”), which is owned by California-Pacific Annual Conference of the United Methodist Church (“Cal-Pac”) has a long tradition in the City. John F. Beckett is the name largely associated with the Methodist Property, having donated more than fifteen acres for the development, which will be 120 years old next year. The Methodist Property was the host of many revivals and was also the site of chautauquas, which was an adult education movement, started in the 1880s in New York. These events drew many locals and visitors, helping to shape the community in the early years. The site currently consists of the Tabernacle, a number of cabin structures, a pool, caretaker residences and other miscellaneous structures. The Arroyo Grande Historical Resources Committee (“HRC”) meeting scheduled for June 10, 2016 included an agenda item to consider initiating the designation process for the Methodist Property as a local historical resource. At the June 7, 2016 City Council meeting, during public comment, attorney James Buttery, representing Cal-Pac, presented the City Council with a Resolution of the Board of Trustees of Cal-Pac (the “Cal- Pac Resolution”), wherein they objected to the designation as an historic resource and availed itself of a religious exemption pursuant to Government Code Section 37361(c). Legal analysis of this objection has determined that it is valid. The June 10, 2016 HRC Item 11.a. - Page 1 CITY COUNCIL APPROVAL OF AGREEMENT WITH THE CALIFORNIA-PACIFIC ANNUAL CONFERENCE OF THE UNITED METHODIST CHURCH REGARDING THE METHODIST CAMPGROUND AND TABERNACLE OCTOBER 11, 2016 PAGE 2 meeting was cancelled due to the lack of a quorum. At the July 8, 2016 HRC meeting, Mr. Buttery appeared and objected to the historic designation and provided the HRC with the Cal-Pac Resolution. As a result of the valid legal objection presented by Cal- Pac, the HRC was forced to discontinue its consideration of the historical designation of the Methodist Property at that time. Due to the inability to designate the Methodist Property as a local historic resource, the City has negotiated an agreement with Cal-Pac to allow the City the opportunity to locate a buyer who will preserve the site or formulate and implement a plan to relocate the Tabernacle (the “Agreement”). Under the terms of the Agreement, the City may not delay the issuance of a demolition permit; however, Cal-Pac will agree not to exercise its right to demolish the Tabernacle as long as the Agreement remains in effect and the deadlines have not expired. The City has until December 31, 2016, to formulate the plan. If it is demonstrated that reasonable progress is being made, Cal-Pac can provide the City up to six (6) additional months to complete the plan. A copy of the Agreement is included with the report. The Methodist Property is an extremely valuable asset to the community. The City has consistently informed potential buyers of the land use designation (Community Facility) and zoning (Public Facility) of the property, the use limitations associated with the zoning district, and the need for a General Plan Amendment and Development Code Amendment if a buyer were to propose a use not consistent with the existing zoning. Additionally, the City has reached out to the Land Conservancy, Camp Fire, other community members and groups, and neighboring jurisdictions regarding options for the purchase and preservation of the Campground and Tabernacle. ALTERNATIVES: The following alternatives are provided for City Council consideration: 1. Approve the Agreement with Cal-Pac and authorize the Mayor to execute it; 2. Do not approve the Agreement with Cal-Pac; or 3. Provide direction to staff. ENVIRONMENTAL REVIEW: No environmental review is required for this item. PUBLIC NOTIFICATION AND COMMENTS: The Agenda was posted at City Hall and on the City’s website in accordance with Government Code Section 54954.2. Item 11.a. - Page 2 1008345.1 1 AGREEMENT This agreement (the “Agreement”) is made by and between the California-Pacific Annual Conference of the United Methodist Church (the “Church”) and the City of Arroyo Grande (the “City”), this ___ day of September, 2016 (“Effective Date”). (City and Church shall be referred to collectively herein as the “Parties,” and individually as a “Party.”) WHEREAS, the Church owns real property identified as 250 Wesley Street, Arroyo Grande, California (APNS: 007-011-021 and 007-011-049), upon which are located several structures and buildings, including a Tabernacle constructed on or about 1896 (the “Property”); and WHEREAS, on May 4, 2016, after consideration of substantial evidence regarding the historic eligibility of the Tabernacle structure, the City initiated the process of designating the Tabernacle as an historic structure pursuant to Government Code section 37361(b); and WHEREAS, on July 8, 2016, at a duly noticed City Historical Resources Committee meeting, the Church formally objected to the City moving forward with the process of designating the Property as an historic resource or the Tabernacle as an historic building and availed itself of the exemption set forth in Government Code section 37361(c) through presentation of a duly adopted Resolution of the Board of Trustees of the Church dated June 7, 2016, the City accepted the Church’s claim of exemption; and the Historical Resources Committee did not act to designate the Tabernacle or the Property; and WHEREAS, the Church has listed the Property for sale and intends to demolish some or all of the buildings and structures thereon, including the Tabernacle; and WHEREAS, the Church has graciously offered to donate the Tabernacle to the City and allow the City to relocate the Tabernacle to another site, at the City’s sole cost and expense; and WHEREAS, the City has requested that the Church allow the City a sufficient amount of time to identify potential buyers who would acquire the Property in order to preserve the Tabernacle on site, raise the funds required to acquire the Property and preserve the Tabernacle on site or find a suitable new location for the Tabernacle and to raise the funds required to deconstruct and remove the Tabernacle from the Property and reconstruct it at the new location. NOW, THEREFORE, in consideration of the mutual covenants set forth above and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Tabernacle Removal and Relocation. The Church agrees to allow the City an opportunity, from the Effective Date through December 31, 2016 (the “Plan Deadline”), to either find a buyer willing to preserve the Tabernacle on site or formulate and implement a plan to remove the Tabernacle from the Property (collectively referred to as the “Plan”), at the City’s sole cost and expense. The Church agrees that as long as meaningful progress has been made to remove the Tabernacle from the Property pursuant to the Plan, it will provide the City with six (6) additional months to complete the removal process through June 30, 2017 (the “Removal Deadline”). In the event that the removal of the Tabernacle is ongoing and substantially complete, as determined by Item 11.a. - Page 3 1008345.1 2 the Church in its sole discretion, as of the Removal Deadline, the Church agrees that it will grant a reasonable extension, the length of which shall be determined in the Church’s sole discretion, of the Removal Deadline in order for the removal process to be concluded. Any extension of the Removal Deadline shall be in writing. 2. Demolition Permits. The Church intends to apply for demolition permits affecting all buildings and structures on the Property, including the Tabernacle. The City shall not delay issuance of any demolition permits sought by the Church for any reason not applicable to all other property owners in the City, including that the City shall not rely on the existence of this Agreement or on any claim of historic resource to delay issuance of any demolition permits sought by the Church. Notwithstanding any other provision of this Agreement, this Agreement shall expire and be of no further force and effect if the Church is unable to obtain said demolition permits within ninety (90) of the Church’s application. Church agrees that when a demolition permit is issued affecting the Tabernacle, it will not exercise such right to demolish the Tabernacle as long as this Agreement remains in effect and the Plan Deadline and any applicable Removal Deadline have not expired. 3. Right of First Refusal. The Church intends for its broker to continue its efforts to sell the Property during the pendency of this Agreement. If prior to the Plan Deadline of December 31, 2016, a legitimate offer to purchase the Property is received by the Church from a third party buyer who does not intend to preserve the Tabernacle, then in that event the Church shall notify the City in writing of the terms of said offer and the City will have ten (10) business days in which to make an offer to the Church matching the terms of that offer. 4. No Historical Designation. For so long as the Church is the Property owner, the City agrees that it shall not pursue the historical designation of the Property, the Tabernacle (should it not be relocated) or any other structure located on the Property, without the prior written consent of the Church. 5. Indemnity. The City shall hold the Church harmless and indemnify the Church from any and all cost or liability arising out of this Agreement, except to the extent those costs and liabilities arise from the Church’s negligence or willful misconduct. 6. Entire Agreement. The Parties represent and agree that no promise, inducement, or agreement other than as expressed herein has been made to them and that this Agreement is fully integrated, supersedes all prior agreements and understandings, and any other agreement between the Parties, and contains the entire agreement between the Parties. 7. Governing Law and Jurisdiction. The laws of the State of California shall apply to and control any interpretation, construction, performance or enforcement of this Agreement. The Parties agree that the exclusive jurisdiction for any legal proceeding arising out of or relating to this Agreement shall be the San Luis Obispo County Superior Court and all Parties hereby waive any challenge to personal jurisdiction or venue in that court. 8. Attorneys’ Fees and Costs for Breach. The prevailing Party in any action to enforce or interpret this Agreement is entitled to recover from the other Party its reasonable attorneys’ fees. 9. Construction. This Agreement shall be construed as if the Parties jointly prepared it, and any uncertainty or ambiguity shall not be interpreted against any one Party. Item 11.a. - Page 4 1008345.1 3 10. Modification. No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any Party, occurring subsequent to the date hereof may be deemed an amendment or modification of this Agreement unless reduced to writing and signed by the Parties hereto or their respective successors or assigns. 11. Compliance with Law. The Parties shall comply with all laws, statutes, ordinances, and requirements of all local, county, State, and federal authorities, now or later in force, pertaining to the Property. 12. Severability. The Parties agree that if, for any reason, a provision of this Agreement is held unenforceable by any court of competent jurisdiction, this Agreement shall be automatically conformed to the law, and otherwise this Agreement shall continue in full force and effect. 13. Number. Whenever applicable within this Agreement, the singular shall include the plural and the plural shall include the singular. 14. Headings. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 15. Counterparts. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all the Parties are not signatories to the original or the same counterpart. Facsimile signatures shall be accepted the same as an original signature. A photocopy of this Agreement may be used in any action brought to enforce or construe this Agreement. 16. No Waiver. No failure to exercise and no delay in exercising any right, power or remedy under this Agreement shall impair any right, power or remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default of any Party be deemed a waiver of any default or breach subsequently arising. [Remainder of page left intentionally blank.] Item 11.a. - Page 5 1008345.1 4 17. Authority to Execute. Each individual signing this Agreement, and any other documents executed in connection with this Agreement, warrants and represents that he or she has full authority to so execute the Agreement on behalf of the Party on whose behalf he or she so signs. Each separately acknowledges and represents that this representation and warranty is an essential and material provision of this Agreement and shall survive execution of this Agreement. CALIFORNIA-PACIFIC ANNUAL CONFERENCE OF THE UNITED METHODIST CHURCH By: Its: CITY OF ARROYO GRANDE Jim Hill, Mayor ATTEST: Kelly Wetmore, City Clerk APPROVED AS TO FORM: Heather K. Whitham, City Attorney Item 11.a. - Page 6