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HomeMy WebLinkAboutOrdinance 2467 N.C.S. 07/01/2013 EFFECTIVE DATE ORDINANCE NO. 2467 N.C.S. OF ORDINANCE July 31, 2013 1 Introduced by Seconded by 2 3 4 Gabe Kearney Mike Harris 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 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 Sonoma Mann 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 ofFebruary 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 1 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, 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 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 authorized 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 and a 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/or is 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 limitations which 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 to be 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 ordinance and each 47 and all provisions thereof irrespective of the fact that any one 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 order posted/published this 3,6 day of June, 2013. 8 9 ADOPTED this 151 day of July, 2013 by the following vote: 10 11 Ayes: Vice Mayor Albertson, Barrett, Mayor Glass, Harris, Healy, Kearney 12 Noes: None 13 Abstain: None 14 Absent: Miller 15 16 17 20 . `_ // 20 �j�.. 21 David Glass, Mayor 22 23 24 25 26 27 28 ATTEST: AP•rO / rD AS TO FORM: 29 30 31 LXJ 32 Claire Cooper, City Clerk Eric W. De ly, 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-Marin 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. Assignment. 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 1 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. 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 19 20 21 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 Donahue by Deed recorded March 13, 1 871 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 115,Records of said County. APN 007-131-004 5 COUNTY ASSESSOR'S PARCEL MAP rAr trure.ANA 7_13 3-060 3-018 \ I WASHINGTON li ST wta✓n } , L . • I (348 PAPCCL MAP AV 70 1\\\ 1 Uv CITY or ,ETan UKA \\\ 0 ! o W ----a 211` �� CD'' '� ___ � 20 . 4 s (7 3T e r © (\32 zs a IIC,S e o t0 I rI\ 7 3 I/ 11 Flo 1 A 7-i0-84.34 •— vo9-4-5-:31 • \ _ Cs • \ M O W M IS • J 1 : d 3 __ / ° ti W /5 /6 Y I1O ,1I,0 rd?v i- ;41 1 V.,i I, . 1 r, . w 1 EAST "0" v, ST. 1 r na rr3re 141:: ISIS rvw*US CS&PNYQ)Fw I I _— I /i1 L!,nsvmiIT PWFO S nr_v, In Z LIwIII IY IS ASN'Fil FOR.Tfh .ALSessor5 MCP 64%Py/3 PCLIfiWCY OF THE DATA eCLIl1F.4TnJ !!� ,Sonoma County,Calif ti:PC01. IL 6 7 Ordinance No. 2467 N.C.S. Page 6