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HomeMy WebLinkAboutStaff Report 3.F 7/1/2013 Age/144a/Iteww #3 . F 0 DATE: July 1, 2013 TO: Honorable Mayor and Members of the'City Council FROM: John C. Brown,-City Manager SUBJECT: Ordinance Approving Assignment and Assumption Agreement between the Petaluma Community Development;Successor Agency and the City of Petaluma • for the Commercial Lease of the Train Depot Buildings Owned by the Sonoma Marin Area Rail Transit Authority(SMART) RECOMMENDATION It is recommended,that the City Council approve for second reading, and adoption, the attached Ordinance Approving Assignment and Assumption Agreement,between the Petaluma Community Development Successor Agency and the City of Petaluma for the Commercial Lease of the Train Depot Buildings Owned by the Sonoma Mann Area Rail Transit Authority (SMART). BACKGROUND AND DISCUSSION This item was originall •before•the City Council on June 3„2013, and was approved, unanimously for its first reading: The item was placedion your June 17,:2013 agenda for second reading and adoption, and was also approved unanimously. It has come to staffs'attention that, although the ordinance included in June 3, 2013 agenda package was complete, the ordinance included in the June 17, 2013 agenda was incomplete. Missing from the copy before the Council on June 17, 2013 were Sections.three(3)through six (6).i To correct for the sections:missingefrom the material provided to you on June 17, 2013,this item is brought back for another-second reading. The attachedkopy contains,the full language of the Ordinance approved for first reading on June,3, 2013. The Council's approval is respectfully requested. ATTACHMENTS. 1. Ordinance Agenda Review: City Attorne -01/4— Finance Director City Manager EFFECTIVE DATE ORDINANCE NO. 2467 N.C.S. OF ORDINANCE August 1, 2013 1 Introduced by Seconded by 2 3 4 Mike Healy Teresa Barrett 5 6 7 8 ORDINANCE OF T 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, assumed all rights and 18 obligations of, the former Petaluma Community Development 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 that certain Commercial Lease with the 27 Northwestern Pacific Railroad Authority for the Old Train Depot 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 S.onomaMarin Area Rail Transit Authority 30 (SMART) from the Northwestern Pacific Railroad Authority in 2004; and, 31 WHEREAS, pursuantto California Health and Safety Code Section 34175 (b), all leases of 32 the former PCDC were transferred to the PCDSA as a matterof law as of February 1, 2012; and, 33 WHEREAS, the State Department of Finance (DOE) has disapproved use of tax increment 34 funds of the former PCDC, now referred to as Redevelopment Property Tax Trust Funds, 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 Agency to 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 continue leasing.the propertythrough 2 available options to extend the'Lease term, the City wishes to accept an assignment of the 3 Lease and to assurne,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 ResolutiditPCDSA 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 Agency must 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 of real property shall be Taken by 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 IT ORDAINED BY THE COUNCIL OF 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 made a part of this ordinance as 22 Exhibit A, the City Manager is.adthorized and directed to execute the Assignment and 23 Assumption Agreement as approved by the Oversight Board. 24 25 Section 2. Upon approval of the Oversight Board of the proposed Assignment and 26; Assumption Agreement between the:Petaluma Community Development Successor Agency 27 and the City of Petaluma for the Train Depot Buildings and Property located on Assessor's Parcel 28 Number 007-131-004 substantially in the form attached as Exhibit A, the City Manager is further 29 authorized and%directed to execute:such other documents, including, without limitation, 30 assignments of a related sublease anda license, and to take such other actions as necessary or 31. appropriate to carry out the intent of this Resolution. 32 33: Section 3. The City Council finds-that adoption of this ordinance is not subject to the 34 California Environmental Quality Act ("CEQA") pursuant to Section 15060(c)(3) of Title 14, 35. Chapter 3 of the California Code of Regulations ("CEQA Guidelines"), because the activity is 36: not a project as•defined in CEQA;Guidelines Section 15378; and/oris.exempt from CEQA 37 pursuant to CEQA Guidelines Section 15061(b)(3) because there is no possibility that the activity 38' may have a significant physical impact on the environment; and/or Section 15305, because the 39 project-is a minor alteration in land use limitations1which does not result in any changes in land 40 use or density. 41 42. Section 4. If any section;:subsection, sentence, clause, phrase or word of this ordinance 43 is for any reason held tube unconstitutional, unlawful or otherwise invalid by a court of 44 competent jurisdiction or preempted by state legislation, such decision or legislation shall not 45 affect the validity of'the,remaining portions of this ordinance. The-City Council of the City of 46 Petaluma':hereby declares that it would have passed and adopted this ordinanceand each 47 and all provisions thereof irrespective of the fact that anyone or more of said provisions be 48 declared unconstitutional, unlawful or otherwise invalid. 49 Ordinance No. 2467 N.C.S. Page 2 1 Section.5. This ordinance shall,become effective thirty (30) days"after'the date of its 2 adoption by the Petaluma City Council. 3 4 Section.6: The City Clerk is hereby directed to;publish or post this ordinance or a synopsis 5 for the period and in the manner provided by the City Charter and any other applicable law. 6 7 INTRODUCED and orderposted/pwblished this 3rd day of June, 2013. 8 9 ADOPTED this 1st day of July,20,13 by the following vote: 10 11 Ayes: Vice Mayor Albertson, Barrett, Mayor Glass, Harris, Healy, Kearney, Miller 12 Noes: None 13 Abstain: None 14 Absent: None 15 16 17 18 19 20 21 David Glass, Mayor 22 23 • 24 25 26 • 27 28, ATTEST: APPROVED AS TO FORM: 29 30 31 32 Claire Cooper, City Clerk Eric W. Danly, City Attorney 33' 34 35. 36 37 38 2088046.1 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 ("Assignment"), 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 to the;former Petaluma 15 Community Development Commission as Lessee under that certain Commercial Lease dated 16' August 1, 2003 ("Lease"), With;the Sonoma-MarinTransit Authority ("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 agreementdated with the April 4, 2008 Arts°Council ("Sublease") and 23 Assignor's related license,agreement dated October 4, 2010 with the Petaluma Downtown 24 Association ("License") (collectively, the "Agreements"),), and Assignee desires to assume all 25 rights and obligations of Assignot under the Agreements as may arise from and after the date of 26 this Assignment. 27( NOW THEREFORE; inconsideration ot the premises.and the mutual covenants herein 2811 contained, the parties hereto hereby agree as follows: 29; 1. Recitals. The foregoing Recitals are true and correct, and are incorporated herein by 30' reference. 31' 2. Assignment. Assignor hereby assigns, sets over,and`4ransfers to Assignee all of its right; 32' title,and interest,in, to.and.undehthe 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 other deposits of'a similar nature;made by sublessees or licensees in connection with or pursuant 39 to the Agreements unlessaand"until Assignee delivers such deposits to a future sublessor or 40 licensor under theAgreements 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'inure t&the benefit of the parties hereto, their respective legal Ordinance No. 2467 N.C.S. Page 4 1 representatives,/successors and assigns,:shalibe governed'by and 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 writtenragreementisigned°by the•party to,be charged therewith. 4 6. Severability. If any term or provision of this 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 notbe affected thereby, and each 8 term and provision of this Assignment shall be valid and enforced to therfullest extent permitted 9 by law: • 10 7. Counterparts. This Assignment may be executed in counterpart, 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 executed this Assignmen1as 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: � I By By Claire Cooper, Agency Secretary Claire Cooper,'CityClerk APPROVED AS TO FORM: APPROVED AS TO FORM: By By Eric W. Danly,,.Agency Counsel Eric W. Danly, City Attorney 16 17 18 19 . 20 2T 22 • • Ordinance No. 2467 N.C.S. Page 5 1, EXHIBIT A 2' 3: Property Description. 4' All that portion as described in the;Deed to Peter by Deed recorded March 13, 1871 in Book 33 of Deeds at Page 82, Sonoma`County Records. EXCEPTING THEREFROM alLthat portion described in theideed to:the City of Petaluma,dated Mn) 3, 1972, recorded October.17, 1972 in Book 2703 of Official Records it page 12, Sonoma County Records. ALSO EXCEPTING T1 IFRFPROM the Southwesterly 315 feet of land described indeed recorded June 15, 1908, DeedBook 249,Page 145,Records of said County. APN 007-131-004 5 COUNTY ASSESSORS PARCEL MAP TAX RATE ARCA 7-13 3-060 3.0/8 � a I y H@i . N/ASH/NGTON Sr 1 B rvsl/Vn v ai 'I1 --_ L e i /A^M � ---- ,, YU i prier I' ti _. sir. -. I.7 O o W qy ©J 4 �. ro p 4294.1='2i .1441 // /3. \ 8 ,n o. ;:w"iron. wm o I o i \ n W. In ..,. C7 M1 I ] a 3 0 L7 „ . .• / C k a j O .. Q . J J _ EAST "0" \ ST tAQis _NI"MAF Ig im,..R`E Fai I — — I e ' I Ns,at i I �_ ASSE53'FM P,nO8i GLY; i f �aa LIABILITY Is A551741:1 FOR nE ACCwxv CF M 11.7•4[euluv Assessor's Mov 83 7 R933 Sonoma Canty,Calif 6 7 Ordinance No. 2467 N.C.S. Page 6