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HomeMy WebLinkAboutStaff Report 3.C 6/17/2013 • Aga4aaItww#3 . 0 EFFECTIVE,DATE ORDINANCE NO. 2467 N.C.S. OF ORDINANCE 1 Introduced by Seconded by 2 3 4 ' 5 6 7 8 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING 9 THE ASSIGNMENT:AND ASSUMPTION AGREEMENT BETWEEN THE 10 PETALUMA COMMUNITY. DEVELOPMENT SUCCESSOR AGENCY AND 11 THE CITY OF PETALUMA FOR THE COMMERCIAL LEASE OF THE 12 TRAIN DEPOT BUILDINGS.OWNED BY THE, 13 SONOMA MARIN AREA,RAIL TRANSIT AUTHORITY 14 15 16 WHEREAS, the City of Petaluma (City) resolved to act as.the"Petaluma Community 17 Development Successor.Agency (PCDSA or Successor.Agency) to and assumed all rights and 18 obligations of, the former Petaluma CornmunityDevelopmenf Commission (PCDC), by 19 Resolution No. 2012-03; and, 20 21, WHEREAS, the City Council!established the PCDSA as an,independent public entity 22 pursuant to California Health and'Safety Code Section 34173(g), on August 6, 2012, by 23 Resolution No. 2012-118 N.C.S.; and, 24 WHEREAS, the liability of the PCDSA is limited pursuant to California Health and Safety 25 Code Section 34173(e) and other applicable laW; and, 26 WHEREAS, the former PCDC entered.into thatcertain Commerciak Lease with the 27 Northwestern Pacific Railroad'Authority for the Old Train'Depet Buildings,and the associated 28 improvements, identified as Sonoma County Assessor's Parcel Number'007-131-004 (Lease); and, 29 WHEREAS, the Lease was assigned to the Sonoma Marin Area Rail Transit Authority 30 (SMART) from the Northwestern',Pacific Railroad Authority in-2004; and, 31 WHEREAS, pursuant to-California Health and-Safety Code Section 34175 (b), all leases of 32 the former PCDC'weretransferred to the PCDSA as a.riiatter of law as of February 1, 2012; and, 33 . WHEREAS,- State Department of Finance (DOE) has use of tax increment 34 funds of the forrrierPCD.C, noW referred to as Redevelopment Property Tax Trust Fun.ds, to pay 35 the Lease expenses after the initial Lease term expires-on August 1, 2013; and, 36 WHEREAS, California`Health=and Safety Code Section-34181(e) authorizes the Oversight 37 Board for the;Successor Ageneyito renegotiate enforceable.obligations for the benefit of the 38 taxing entities; and;: Ordinance No. 2467 N.C.S. Page 1 • 1.. WHEREAS, to preserve the Lease terms and,continuedeasing the,properly through 2 available: options`to extend the Lease term, the City wishes.tovaccept'an assignment of the 3 Lease and to assume:all of the,Successor,Agency's rights and.obligations thereunder including, .4 without limitation;those pursuant to an'associated sublease and license agreement; and, 5 WHEREAS,the Successor Agency has approved assignment of the Lease to the City by 6 adoption of Resolution PCDSA 2013-03 adopted June 3,,2013; and 7 WHEREAS, pursuant to California'Health and Safety Code Section 34181 (e), the Oversight 8 Board for the Successor Agencymust adopt a resolution authorizing action to assign the Lease 9 before the City Manager may execute the necessary agreements; and, 10 11 WHEREAS, Section 46 of the,Petaluma City Charter requires that actions providing for the 12. `acquisition,sale or lease ofreal property shall be takenPy ordinance; except for actions 13 involving sums of less than $3,000.00 or actions taken pursuant to•general.state law; 14 15 NOW THEREFORE, BE ITORDAINED BY THE,COUNCILOF THE CITY OF PETALUMA AS 16 FOLLOWS: 17 18 Section 1. Upon approval,of the.Oversight-Board of the proposed Assignment and 19 Assumption Agreement between the Petaluma Community Development Successor Agency 20 and the City of Petaluma for the'Train'Depot Buildings and Property located on Assessor's Parcel 21 Number 007-131-004 substantially in the form attached to and madea part of this ordinance as 22 Exhibit A, the City Manager is authorized and directed.to execute•the Assignment and 23 Assumption Agreement as approved by the Oversight Board. 24 25 Section 2. Upon a pp roval of the Oversight Board of'theproposed Assignment and Assumption 26 Agreement between the Petaluma Community Development.Successor Agency and the City of 27 Petaluma for the Train.Depot Buildings,and Property located;:'on.Assessoi' Parcel Number 007- 28 131-004 substantially in the form attached as Exhibit A, the City, Manager is further authorized 29 and directed to execute such other documents; including, without limitation, assignments of a 30 related sublease and a:license, and to take such other actionsas. 31 32 INTRODUCED and order posted/published this 30 day of,June, 2013. 33 34 ADOPTED this day of 2013 by the following vote: 35 36 AYES: 37 NOES: 38 ABSENT: 39 ABSTAIN: 40 41 42 43 44 45 David Glass,Mayor 46 47 48 49 50 Ordinance No. 2467 N.C.S. Page 2 1 2 ATTEST: APPROVED AS TO'FORM: 3, 4 .5 6 Claire Cooper, City Clerk Eric Danly, City Attorney 17 8 9 10 11 12 2088046.1 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1 38 39 40 41 42 43 44. 45 46 47 48 49 50 51 52 Ordinance No. 2467 N.C.S. Page 3 • 1. Exhibit A • 2 '3 4 ASSIGNMENT'AND ASSUMPTION AGREEMENT 5 (SONOMA COUNTY ASSESSOR'S PARCEL NO. 007-131-004) 6 '7 8 THIS'ASSIGNMENT AND.ASSUMPTION AGREEMENT("Assign ment''),.is.made as of this 9 day of ,,2013 ("Effective Date") by and between,the Petaluma Community 10 Development-Successor Agency,.a public-entity ("Assignor), and the City of Petaluma, a 11 municipal corporation ("Assignee"). 12. RECITALS 13 ' 14 WHEREAS„pursuant to operation of law Assignor succeeded-10 the former Petaluma 15 Community Development'Commission as Lessee under that certain Commercial Lease dated 16 August 1, 2003 ("Lease'`), with theSonoma-Marin TransitiAuthority, ("SMART") as successor in 17 interest to the Northwestern'Pacific Railroad Authority, and as.Lessor"of that certain real property 18 located in the City of Petaluma and known as Sonoma County Assessor's Parcel Number 007- 19 131-004,together with all improvements thereon ("Property") as more particularly described in 20 Exhibit A'attached hereto and'incorporated herein by-this reference; and 21 WHEREAS, Assignor desires:to assign to Assignee the Lease, together with Assignor's 22 related,sublease-agreement dated with the April 4, 2008 Arts Council ("Sublease") and 23 Assignor's related license agreement dated October4,2010 with the Petaluma Downtown 24 Association ("License'') (collectively, the "Agreements"), and Assignee desires to assume all 25 rights and obligations of Assignor under the Agreements as may arise from and after the date of 26 this Assignment. 27 NOW THEREFORE, in consideration of the premises and the mutual covenants herein 28 contained, the parties hereto hereby agree as follows: 29 1. Recitals. The foregoing Recitals are true and correct, andiare incorporated herein by i 30 reference. 31 2.. Assignment. Assignor hereby assigns, sets over and transfers to Assignee all of its right, 32 title and interest in, to'and underthe.Agreements, together with all,prepaid rent and all security 33 or other deposits.payable to Assignor-under the Agreements. 34 3. Assumption.,Assignee assumes and agrees to perform all obligations of Assignor under 35 the Agreements, arising as of the.date hereof. 36 4.• Deposits. Assignee assumes'•all liability and obligations,of Assignor under the Agreements 37 to pay rent or other charges, to collect rent or other charges, to return any-security deposits or 38 otherdeposits of &similar nature made by sublessees or,licensees in,connection with or pursuant 39 to the:Agreements unless and until=Assignee delivers such deposits.toa future sublessor or 40 licensor under the•Agreements and gives any notice.required by law, 41 5.. ,Miscellaneous: This Assignment and the obligations of the parties hereunder shall be 42 binding upon and'ihure to:the benefit of the parties hereto, their respective:legal Ordinance No. 2467 N.C.S. Page 4 1 representatives, successors and assigns, shall be governed byand.construed in accordance 2 with`the laws of the State of,California,and may'not be.modified or amended in any manner 3 other than by a written agreemenfsigned by the party to be charged therewith. 4 6. Severability. If any term or provision oftnis Assignment or the application thereof to any 5 persons or circumstances shall, to any extent, be invalid or unenforceable,the remainder of this '6 Assignment or the application of such term or provision to persons or circumstances other than 7 those as to which it is held invalid or unenforceable:shall not be affected thereby, and each 8 term and provision of this Assignment shall be valid and enforced to the fullest extent permitted 9 by law. 10 7. Counterparts. This Assignment may be executed,in counterparts, each of which shall be 11 an original'and.all of which counterparts taken together shall constitute one and the same 12 instrument. 13 IN WITNESS WHEREOF, the undersigned have executedkthis Assignment as of the date first 14 set forth hereinabove. 15 ASSIGNOR ASSIGNEE PETALUMA COMMUNITY DEVELOPMENT CITY OF PETALUMA, SUCCESSOR AGENCY, a municipal corporation a public entity By: By: John Brown, Executive Director John Brown, City Manager ATTEST: ATTEST: By By Claire Cooper, Agency Secretary Claire Cooper,:City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: By By - Eric.W.:Danly, Agency°Counsel Eric W. Danly, City,Attorney 16 17 18 Ordinance No. 2467 N.C.S. Page 5 1 EXHIBITA 2 3 Property Description 4 All that portion as described in the Deed to Peter Donahue by Deed recorded March 13, 1871 in Book 33 of Deeds at Page 82, Sonoma County Records. EXCEPTING THEREFROM all that portion described in the deed to the City of Petaluma,dated May 3, 1972. recorded October 17; 1972 in Book 2703 of'Official Records at page 12, Sonoma County Records. ALSO EXCEPTING THEREFROM the Southwesterly 315 feet of land described in deed recorded June 15, 1908, Deed Book 249,Page 145,Records of said County. APN 007-131-004 5 I COUNTY ASSESSOR'S PARCEL.MAP TAX RATE AREA 7-/3 3-060 3-0/a \ i © 1 I® I WASHINGTON Sr F R?])VL 1 e _ :6- - S.f; pried- MAP M] - \ o Cl/Y Of'ETAR UAIA I 1.1 ��ppyyaY aM+!n \ •__-ry_` Li� N,rSr Vo uO* -. I t 0 , g ct fy O' v , '. is 2A ' -aua O .3-. 6 /i !L, no e-a-es-v .\ W . A_•y.q \ fn ■ _ M J m V Ii a 33 1 ' j OM g- ill EAST °D" ` Sr - —1 r ICE IBIS MAP ALAS rROSPAO2-pi 1, 1 A4. LIABILITY 15 astu^m'ron,i!E I. Assessa,s.Man 6F7 pg/3 Au1S4KY OF»£DATA CEtlruAra� � Sonoma County,Calif I 44 6 7 Ordinance No. 2467 N.C.S. Page 6