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Home My WebLink AboutOSB Resolution 2013-03 6/19/2013 Resolution No. 2013-03 Petaluma Oversight Board to the Petaluma Community Development Successor Agency RESOLUTION OF THE OVERSIGHT BOARD FORMED PURSUANT TO HEALTH AND SAFETY CODE SECTION 34179 APPROVING AN 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 SONOMA MARIN AREA RAIL TRANSIT (SMART) WHEREAS, Assembly Bill ABx1 26 (ABx1 26) was enacted by the State Legislature and signed by the Governor as of June 29, 2011; and, WHEREAS, ABx1 26 dissolved redevelopment agencies, including the former Petaluma Community Development Commission (PCDC), effective February 1, 2012; and, WHEREAS, pursuant to California Health and Safety Code § 34173(d), the City of Petaluma elected to serve as the successor agency to the PCDC by City Council Resolution No. 2012-007 adopted on January 9, 2012, and has been serving in this capacity following PCDC dissolution on February 1, 2012; and, WHEREAS, pursuant to Assembly Bill 1484 enacted on June 27, 2012, the City Council of Petaluma on August 6, 2012, established and acknowledged the "Petaluma Community Development Successor Agency"(PCDSA) as the successor agency to the former PCDC, separate and distinct from the City of Petaluma, and to provide for its governance; and, WHEREAS, the former PCDC entered into that certain Commercial Lease with the Northwestern Pacific Railroad Authority for the Old Train Depot Buildings and the associated improvements, identified as Sonoma County Assessor's Parcel Number 007-131-004 (Lease); and, WHEREAS, the Lease was assigned to the Sonoma Marin Transit Authority by the Northwestern Pacific Railroad Authority in 2004; and, WHEREAS, pursuant to Health and Safety Code Section 34175 (b),all leases of the former PCDC were transferred to the PCDSA as a matter of law as of February 1, 2012; and, WHEREAS,the State Department of Finance (DOF) has disapproved use of tax increment funds of the former PCDC, now referred to as Redevelopment Property Tax Trust Funds,to pay the Lease expenses after the initial Lease term expires on August 1, 2013; and, WHEREAS, to preserve the Lease terms and continue leasing the property through available options to extend the Lease term, the PCDSA wishes to assign the Lease, and an associated sublease and license agreement, to the City; and, OSB Resolution No.2013:03 Page 1 WHEREAS, the City is willing to accept such assignment and to assume all of PCDSA's rights and obligations thereunder; and, WHEREAS, pursuant to Health and Safety Code Section 34181(e), the Oversight Board for the Successor Agency must approve such proposed assignment. NOW,THEREFORE,BE IT RESOLVED BY THE OVERSIGHT BOARD OF PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY,that the Oversight Board hereby: 1. Authorizes the Executive Director to execute an Assignment and Assumption Agreement (substantially in the form attached as Exhibit A) between the Petaluma Community Development SuccessorAgency and the City of Petaluma for the Train Depot Buildings and Property located on Assessor's Parcel Number 007-131-004. 2. Further authorizes the Executive Director to execute such other and further documents, including without limitation assignments of a related sublease and a license, and to take such other and further action as necessary or appropriate, to carry out the intent of this Resolution. 3. Declares that if any provision, sentence, clause, section, or part of this Resolution is found to be unconstitutional, illegal or invalid, such finding shall affect only such provision, sentence, clause, section, or part, and shall not affect or impair any of the remainder. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Petaluma Oversight Board to the Petaluma Community Development Successor Agency at a Regular Meeting on the 19th of June,2013,by the following vote: AYES: Davis,Duiven,Chair Healy,Herrington,Jolley,Vice Chair Rabbitt,Scharer NOES: None ABSENT: None ABSTAIN: /\/ f^,NI�onDe ATTEST: � j_ �• Recording Secretary Chair OSB Resolution No.2013-03 Page 2 Exhibit A ASSIGNMENT AND ASSUMPTION AGREEMENT (SONOMA COUNTY ASSESSOR'S PARCEL NO. 007-131-004) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), is made as of this day of , 2013 ("Effective Date") by and between the Petaluma Community Development Successor Agency, a public entity ("Assignor"), and the City of Petaluma, a municipal corporation ("Assignee"). RECITALS WHEREAS, pursuant to operation of law Assignor succeeded to the former Petaluma Community Development Commission as Lessee under that certain Commercial Lease dated August 1, 2003 ("Lease"), with the Sonoma-Marin Transit Authority ("SMART") as successor in interest to the Northwestern Pacific Railroad Authority, and as Lessor of that certain real property located in the City of Petaluma and known as Sonoma County Assessor's Parcel Number 007-131- 004, together with all improvements thereon ("Property") as more particularly described in Exhibit A attached hereto and incorporated herein by this reference; and WHEREAS, Assignor desires to assign to Assignee the Lease, together with Assignor's related sublease agreement with the Arts Council dated April 4, 2008("Sublease") and Assignor's related license agreement dated October 4, 2010 with the Petaluma Downtown Association ("License") (collectively, the "Agreements"), and Assignee desires to assume all rights and obligations of Assignor under the Agreements as may arise from and after the date of this Assignment. NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Recitals. The foregoing Recitals are true and correct, and are incorporated herein by reference. 2. Assignment. Assignor hereby assigns, sets over and transfers to Assignee all of its right, title and interest in, to and under the Agreements, together with all prepaid rent and all security or other deposits payable to Assignor under the Agreements. 3. Assumption. Assignee assumes and agrees to perform all obligations of Assignor under the Agreements, arising as of the date hereof. 4. Deposits. Assignee assumes all liability and obligations of Assignor under the Agreements to pay rent or other charges, to collect rent or other charges, to return any security deposits or other deposits of a similar nature made by sublessees or licensees in connection with or pursuant to the Agreements unless and until Assignee delivers such deposits to a future sublessor or licensor under the Agreements and gives any notice required by law. OSB Resolution No.2013-03 Page 3 5. Miscellaneous. This Assignment and the obligations of the parties hereunder shall be binding upon and inure to the benefit of the parties hereto,their respective legal representatives, successors and assigns, shall be governed by and construed in accordance with the laws of the State of California, and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. 6. Severability. If any term or provision of this Assignment or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law. 7. Counterparts. This Assignment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date first set forth hereinabove. ASSIGNOR ASSIGNEE PETALUMA COMMUNITY CITY OF PETALUMA, DEVELOPMENT SUCCESSOR AGENCY, a municipal corporation a public entity 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 OSB Resolution No.2013-03 Page 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 COUNTY ASSESSOR'S PARCEL MAP TAX RATE AREA 7-13 • 3-060 . 3-O/B \ WASHINGTON ST. - ..,,. i, OA \ o.t i 2 ----_. '. 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