HomeMy WebLinkAboutOrdinance 2467 N.C.S. 07/01/2013EFFECTIVE DATE ORDINANCE NO. 2467 N.C.S.
OF ORDINANCE
July 31, 2013
Introduced by Seconded by
4 Gabe Kearney Mike Harris
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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
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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 Community Development Commission (PCDC), by
19 Resolution No. 2012-03; and,
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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 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 were transferred to the PCDSA as a matter of law as of February 1, 2012; and,
33 WHEREAS, the State Department of Finance (DOF) 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
I WHEREAS, to preserve the Lease terms and continue leasing the property through
2 available options to extend the Lease term, the City wishes to accept 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,
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WHEREAS, the Successor Agency has approved assignment of the Lease to the City by
adoption of Resolution PCDSA 2013-03 adopted June 3, 2013; and,
WHEREAS, pursuant to California Health and Safety Code Section 34181 (e), the Oversight
Board for the Successor Agency must adopt a resolution authorizing action to assign the Lease
before the City Manager may execute the necessary agreements; and,
WHEREAS, Section 46 of the Petaluma City Charter requires that actions providing for the
acquisition, sale or lease of real property shall be taken by ordinance, except for actions
involving sums of less than $3,000.00 or actions taken pursuant to general state law;
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS
FOLLOWS:
Section 1. Upon approval of the Oversight Board of the proposed Assignment and
Assumption Agreement between the Petaluma Community Development Successor Agency
and the City of Petaluma for the Train Depot Buildings and Property located on Assessor's Parcel
Number 007-131-004 substantially in the form attached to and made a part of this ordinance as
Exhibit A, the City Manager is authorized and directed to execute the Assignment and
Assumption Agreement as approved by the Oversight Board.
Section 2. Upon approval of the Oversight Board of the proposed Assignment and
Assumption Agreement between the Petaluma Community Development Successor Agency
and the City of Petaluma for the Train Depot Buildings and Property located on Assessor's Parcel
Number 007-131-004 substantially in the form attached as Exhibit A, the City Manager is further
authorized and directed to execute such other documents, including, without limitation,
assignments of a related sublease and a license, and to take such other actions as necessary or
appropriate to carry out the intent of this Resolution.
Section 3. The City Council finds that adoption of this ordinance is not subject to the
California Environmental Quality Act ("CEQA") pursuant to Section 15060(c)(3) of Title 14,
Chapter 3 of the California Code of Regulations ("CEQA Guidelines"), because the activity is
not a project as defined in CEQA Guidelines Section 15378; and/or is exempt from CEQA
pursuant to CEQA Guidelines Section 15061 (b)(3) because there is no possibility that the activity
may have a significant physical impact on the environment; and/or Section 15305, because the
project is a minor alteration in land use limitations which does not result in any changes in land
use or density.
Section 4. If any section, subsection, sentence, clause, phrase or word of this ordinance
is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of
competent jurisdiction or preempted by state legislation, such decision or legislation shall not
affect the validity of the remaining portions of this ordinance. The City Council of the City of
Petaluma hereby declares that it would have passed and adopted this ordinance and each
and all provisions thereof irrespective of the fact that any one or more of said provisions be
declared unconstitutional, unlawful or otherwise invalid.
Ordinance No. 2467 N.C.S. Page 2
Section 5. This ordinance shall become effective thirty (30) days after the date of its
adoption by the Petaluma City Council.
Section 6. The City Clerk is hereby directed to publish or post this ordinance or a synopsis
for the period and in the manner provided by the City Charter and any other applicable law.
INTRODUCED and order posted/published this 3rd day of June, 2013.
ADOPTED this 1s' day of July, 2013 by the following vote
Ayes:
Vice Mayor Albertson, Barreff, Mayor Glass, Harris, Healy, Kearney
Noes:
None
Abstain:
None
Absent:
Miller
David Glass, Mayor
ATTEST:
y AN l�
(' LA-.l-_-
Claire Cooper, City ClerkCooper, City Clerk Eric W
AS TO FORM:
City Attorney
Ordinance No. 2467 N.C.S. Page 3
Exhibit A
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4 ASSIGNMENT AND ASSUMPTION AGREEMENT
5 (SONOMA COUNTY ASSESSOR'S PARCEL NO. 007-131-004)
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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
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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 -Morin Transit 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 agreement dated 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 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, and are incorporated herein by
30 reference.
31 2. Assianment. Assignor hereby assigns, sets over and transfers to Assignee all of its right,
32 title and interest in, to and under the 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 unless and until Assignee delivers such deposits to a 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 inure to the benefit of the parties hereto, their respective legal
Ordinance No. 2467 N,C.S. Page 4
I representatives, successors and assigns, shall be 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 written agreement signed 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 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 executed this Assignment as of the date first
14 set forth hereinabove.
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ASSIGNOR ASSIGNEE
PETALUMA COMMUNITY DEVELOPMENT CITY OF PETALUMA,
SUCCESSOR AGENCY, a municipal corporation
a public entity
John Brown, Executive Director
ATTEST:
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Claire Cooper, Agency Secretary
APPROVED AS TO FORM:
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Eric W. Danly, Agency Counsel
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John Brown, City Manager
ATTEST:
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Claire Cooper, City Clerk
APPROVED AS TO FORM:
By
Eric W. Danly, City Attorney
Ordinance No. 2467 N.C.S. Page 5
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EXHIBIT A
Property Description
All that portion as described in the Deed to Peter Donalme by Deed recorded March 13, 1871 in
Book 33 of Deeds at Page 82, Sonoma County Records-
EXC[:P-fING'FI-IEREfROM 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.
FlLSO EXCEPTING TI-IEREPROM 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
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Ordinance No. 2467 N.C.S.
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