HomeMy WebLinkAboutResolutions 2011-068 N.C.S. 05/02/2011Resolution No. 2011 -068 N.C.S.
of the City of Petaluma, California
APPROVING THE TRANSFER OF CERTAIN PROPERTIES FOR
REDEVELOPMENT AND AUTHORIZING THE EXECUTION OF A
DISPOSITION AND DEVELOPMENT AGREEMENT WITH THE
PETALUMA COMMUNITY DEVELOPMENT COMMISSION AND
APPROVING AND AUTHORIZING RELATED ACTIONS
WHEREAS, the Petaluma Community Development Commission ( "Agency ") is a
redevelopment agency formed, existing and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Code Section 33000 et seq. ( " CRL "); and,
WHEREAS, the City Council ( "City Council ") of the City of Petaluma ( "City ") has
adopted and amended Redevelopment Plans for the Central Business District Project Area and the
Petaluma Community Development Project Area (collectively, the "Redevelopment Plan" and the
"Project Area "; and,
WHEREAS, to further the redevelopment goals of the Agency to eliminate blight in the
Project Area in accordance with the Redevelopment Plan and the Agency's current Five -Year
Implementation Plan ( "Implementation Plan "), the City and Agency have been working
cooperatively regarding the redevelopment of certain properties in the Project Area; and,
WHEREAS, the City and Agency have determined that it would be mutually beneficial
to enter into a Disposition and Development Agreement ( "Agreement ") a copy of which is
attached to and made a part of this Resolution, pursuant to which the Agency would agree to
transfer certain properties for redevelopment, as more specifically identified herein, (all of which
are hereinafter collectively referred to as the "Property ") to the City in exchange for promises
and commitments by the City to develop, or cause to be developed, the Property for the purposes
identified in the Redevelopment Plan and the Implementation Plan in furtherance of the
redevelopment of the Project Area; and,
WHEREAS, the Property that is the subject of the Agreement consists of unimproved or
under improved real properties located in the Project Area, commonly known and referred to as
follows:
Sonoma County APN
006 - 051 -080
006 - 051 -083
006 - 423 -033
006 - 432 -027
007 -019 -002
007 - 071 -007
Street Address
0 Cedar Grove Park
Lakeville Street adjacent Petaluma River
3 Rocca Drive
4 Jess Avenue
6 Payran Street
0 Lakeville Street
008 -530 -007 951 Petaluma Blvd. South
149 - 250 -018 1416 Serpilio Way
150- 020 -036 Industrial Avenue between Auto Center Drive
and Corona Road
Resolution No. 2011 -068 N.C.S. Page 1
WHEREAS, the Agency seeks to ensure the redevelopment of the Property for the
purposes described in, and consistent with, the Redevelopment Plan; and,
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions; and,
WHEREAS, CRL Section 33430 permits the Agency to transfer or otherwise pledge
property to the City for redevelopment purposes; and,
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to: (i)
acquire land from the Agency; (ii) become obligated to use the acquired property for the
purposes specified in the Redevelopment Plan; and (iii) comply with the covenants, conditions
and restrictions imposed by the Agency in conjunction with the transfer in order to prevent
speculation and carry out the purposes of the CRL and the Redevelopment Plan; and,
WHEREAS, to facilitate the redevelopment of the Property for the purposes described
in, and consistent with, the Redevelopment Plan, the Agency desires to convey the Property to
City, and City desires to acquire the Property from Agency, subject to the terms and conditions
set forth in the Agreement, which are designed to ensure that the Property is developed in
accordance with the Redevelopment Plan; and,
WHEREAS, the Agency has determined that redevelopment of the Property pursuant to
the Agreement will: (i) be consistent with the Redevelopment Plan and the Implementation Plan
for the Project Area; (ii) be of benefit to the Project Area; and (iii) further the goals of the
Redevelopment Plan by furthering development of appropriate residential, retail and /or
commercial uses in the Project Area; and,
WHEREAS, the consideration for the transfer of the Property is the City's promise to
develop the Property consistent with and subject to the covenants and conditions, as more
particularly set forth in the Agreement, and to restrict the proceeds of any sale or lease thereof
for redevelopment purposes; and,
WHEREAS, the land transfer which is the subject of the Agreement has no potential for
physical effects on the environment because it involves only the transfer of ownership of the
Property between the Agency and the City, and any future development of the Property will be
fully evaluated at a project level in full compliance with the California Environmental Quality
Act ( "CEQA ") and the National Environmental Protection Act ( "NEPA "), as applicable, when
sufficient physical details regarding site and proposed design and construction of any future
project are available to permit meaningful CEQA review (see California Code of Regulations,
Title 14 ( "CEQA Guidelines "), Section 15004(b)(1)). Therefore, approval of the Agreement is
exempt from review pursuant to CEQA Guidelines Section 15061(b)(3).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma
that it hereby:
Finds that the land transfer described herein is exempt from CEQA review pursuant to
CEQA Guidelines Section 15061(b)(3) in that it can be seen with certainty that there is
no possibility that the land transfer may have a significant impact on the environment.
Resolution No. 2011 -068 N.C.S. Page 2
The City has discretionary authority whether any project affecting or making use of the
Property will go forward and will not exercise its discretion regarding any future project
until such time as all appropriate CEQA review has been completed.
2. Finds that the transfer of the Property in accordance with the Agreement will assist in the
elimination of blight in the Project Area and will further the goals of the Redevelopment
Plan, and will be consistent with the Implementation Plan adopted in connection
therewith.
Approves the Agency's transfer of the Property to the City and the City's acquisition of
the Property from the Agency pursuant to the terms and conditions of the Agreement.
4. Authorizes the Mayor, on behalf of the City, to execute the Agreement, the Grant Deed(s)
for conveyance of the Property and the certificates of acceptance of said Grant Deed(s),
substantially in the form attached to the Agreement.
Authorizes the City Manager to execute such other instruments and to take such other
actions as necessary to carry out the intent of this Resolution.
6. Acting as lead agency, as determined in accordance with CEQA Guidelines section
15051, authorizes the Deputy City Clerk to file a Notice of Exemption, pursuant to
CEQA Guidelines section 15062.
7. 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 remaining parts.
1631934.1
Under the power and authority conferred upon this Council by the Charter of said City
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Ap¢ ed as to
Council of the City of Petaluma at a Regular meeting on the 2 " day of May, 2011, orm:
by the following vote:
Ci y Attorney
AYES: Albertson, Mayor Glass, Harris, Vice Mayor Healy, Kearney, Renee
NOES: None
ABSENT: Barrett
ABSTAIN: None
t
ATTEST: 0 J &W --)
City Clerk or
Resolution No. 2011 -068 N.C.S. Page 3
ATTACHMENT TO RESOLUTION
DISPOSITION AND DEVELOPMENT AGREEMENT
(Property for Redevelopment)
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement "), dated as of
, 2011 ( "Effective Date "), is entered into by and between the City of Petaluma, a
municipal corporation ( "City "), and the Petaluma Community Development Commission. a
public body, corporate and politic ( "Agency "). Agency and City are hereinafter collectively
referred to as the "Parties."
RECITALS
WHEREAS, pursuant to authority granted under Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq.) ( "CRL"), the Agency has responsibility
to implement the redevelopment plan for the Central Business District Project Area ( "CBD Project
Area "), established by the Redevelopment Plan for the CBD Project Area pursuant to Ordinance
No. 1221, adopted by the City Council of the City of Petaluma ( "City Council ") on September
27, 1976, as subsequently amended, and the Petaluma Community Development Project Area
( "PCD Project Area "), established by the Redevelopment Plan for the PCD Project Area pursuant
to Ordinance No. 1725, adopted by the City Council on July 18, 1988, as subsequently
amended.
WHEREAS, the CBD Project Area and the PCD Project Area are referred to collectively
herein as the "Project Area," and the CBD Redevelopment Plan and the PCD Redevelopment
Plan, each as adopted and subsequently amended, are referred to collectively herein as the
"Redevelopment Plan."
WHEREAS, the Agency owns certain real properties located in the Project Area, all of
which are collectively referred to hereinafter as the "Property," and each of which is identified,
commonly known and referred to as follows:
Sonoma County APN Street Address
006 - 051 -080
Cedar Grove Park, no number
006 -051 -083
Lakeville Street adjacent to Petaluma River
006 - 423 -033
3 Rocca Drive
006 - 432 -027
4 Jess Avenue
007 -019 -002
6 Payran Street
007 -071 -007
Lakeville Street, no number
008 - 530 -007
951 Petaluma Boulevard South
149- 250 -018
1416 Serpilio Way
Industrial Avenue between Auto Center Drive and Corona
150- 020 -036
Road
WHEREAS, the Agency seeks the development and /or further development of the
Property consistent with the Redevelopment Plan.
WHEREAS, pursuant to CRL Section 33205, the Agency is authorized to delegate to the
City any of the powers or functions of the Agency with respect to the undertaking of a
redevelopment project, and the City is authorized to carry out and perform such powers and
functions.
WHEREAS, pursuant to CRL Sections 33220 and 33437, the City is authorized to: (i) acquire
land from the Agency: (ii) become obligated to use the acquired land for purposes specified in
Resolution No. 2011 -068 N.C.S. Page 4
the Redevelopment Plan; and (iii) comply with the covenants, conditions and restrictions
imposed by the Agency in conjunction with the transfer in order to prevent speculation and
carry out the purposes of the CRL and the Redevelopment Plan.
WHEREAS, to facilitate the redevelopment of the Project Area and the Property, the
Agency desires to convey the Property to City, and City desires to acquire the Property from
Agency, subject to the terms and conditions set forth herein, which are designed to ensure that
redevelopment of the Property is carried out in accordance with the Redevelopment Plan.
WHEREAS, the purpose of this Agreement is to effectuate the Redevelopment Plan by
providing for the redevelopment of the Property as more particularly set forth herein. The
Agency has determined that the disposition and redevelopment of the Property pursuant to this
Agreement: (i) is consistent with the Redevelopment Plan and the Implementation Plan for the
Project Area; (ii) will be of benefit to the Project Area; and (iii) will further the goals of the
Redevelopment Plan by providing for residential, retail and /or commercial development in the
Project Area.
WHEREAS, the City Council and the Agency have each approved the disposition of the
Property as set forth in this Agreement, and have followed all requisite procedures of the CRL.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Conveyance Agency shall convey to City, and City shall acquire from Agency,
the Property in accordance with the terms, covenants and conditions set forth herein.
2. Consideration The consideration for the Property shall be the pledges restricting
the use of the Property and use of proceeds from sale or lease thereof as set forth in Sections 10
and 1 1 of this Agreement.
3. Project Approvals; Environmental Review This Agreement is not intended to limit
in any manner the discretion of the City or the Agency, as applicable, in connection with the
issuance of approvals and entitlements for a project affecting and /or making use of the
Property, including, without limitation, the undertaking and completion of any required
environmental review pursuant to the California Environmental Quality Act ( "CEQA ") and the
National Environmental Policy Act ( "NEPA "), as applicable, and the review and approval of
plans and specifications relating to any such project. Prior to approving any such project, the
City, acting as lead agency or co -lead agency, shall complete any required environmental
review.
4. Conveyance of Title; Closing. Conveyance of the Property shall be
accomplished by the execution, delivery, and recordation of one or more grant deeds
substantially in the form attached hereto as Exhibit A (the "Grant Deed(s)"). Unless this
Agreement is terminated pursuant to the terms hereof or extended by mutual written consent of
the Parties, the closing date for conveyance of the Property ( "Closing Date ") shall be a date
mutually agreeable to the Parties, but not later than ten (10) days following the Effective Date,
unless the Parties mutually agree to extend such deadline. On the Closing Date: (i) the Agency
shall execute and deliver the Grant Deed(s) to City; (ii) the City shall execute a Certificate of
Acceptance for each Grant Deed; and (iii) the City shall cause the Grant Deed(s) to be
recorded in the Official Records of Sonoma County, California. Possession of the Property shall
be delivered to City on the Closing Date.
5. Prorations; Closinq Costs Property taxes or payments in lieu of taxes (if any are
applicable to the Property) shall be prorated as of the Closing Date based upon the most
recent tax bill available, including any such payments which may accrue or property taxes
which may be assessed after the Closing Date but which pertain to the period prior to the
transfer of title to the Property to City, regardless of when or to whom notice thereof is delivered.
Resolution No. 2011 -068 N.C.S. Page 55
Any bond or assessment that constitutes a lien on the Property as of the Closing Date shall be
assumed by City. Rents payable under any leases existing prior to the Closing Date, and any
applicable utility service charges shall be prorated as of the Closing Date. Agency shall pay all
applicable recording fees, transfer taxes, escrow fees and closing costs incurred in connection
with the conveyance of the Property to City. City shall pay the cost of any policy of title
insurance City elects to purchase in connection with the transaction that is the subject of this
Agreement.
6. " -IS" Transfer City acknowledges and agrees that: (i) prior to the Closing
Date, in City's discretion, City shall inspect the Property and examine the legal, environmental,
zoning, land use, seismic, title, survey and physical characteristics and conditions of the Property;
(ii) by acquiring the Property, City shall be deemed to have approved of all such characteristics
and conditions; (iii) the Property is to be conveyed to and accepted by City in its present
condition, "AS IS," "WHERE IS" AND WITH ALL FAULTS, and no patent or latent defect or
deficiency in the condition of the Property whether known or discovered, shall affect the rights
of either Agency or City hereunder.
7. Agency's Covenants Agency covenants that from the Effective Date and
through the Closing Date, Agency: (i) shall not permit any liens, encumbrances, or easements to
be placed on the Property without the consent of City; (ii) shall not enter into any agreement
regarding the sale, rental, management, repair, improvement, or any other matter affecting the
Property that would be binding on City or the Property after the Closing Date without the prior
written consent of City; (iii) shall not permit any act of waste or act that would tend to diminish
the value of the Property for any reason, except that caused by ordinary wear and tear; and (iv)
shall maintain the Property in its condition as of the Effective Date, ordinary wear and tear
excepted, and shall manage the Property substantially in accordance with Agency's
established practices.
8. Damage and Destruction In the event of any damage or other loss to the
Property, or any portion thereof, caused by fire, flood or other casualty prior to the Closing Date
in an amount not exceeding Fifty Thousand Dollars ($50,000), City shall not be entitled to
terminate this Agreement, but shall be obligated to acquire the Property as provided in this
Agreement, provided that Agency shall: (i) assign and transfer to City all of Agency's rights under
any insurance policy covering the damage or loss, and all claims for monies payable from
Agency's insurer(s) in connection with the damage or loss; and (ii) pay to City on the Closing
Date the amount of Agency's deductible under the insurance policy or policies covering the
damage or loss. In the event of damage or destruction of the Property or any portion thereof
prior to the Closing Date in an amount in excess of Fifty Thousand Dollars ( $50,000), City may
elect either to terminate this Agreement upon written notice to Agency, or to consummate the
acquisition of the Property, in which case Agency shall: (i) assign and transfer to City all of
Agency's rights under any insurance policy covering the damage or loss, and all claims for
monies payable from Agency's insurer(s) in connection with the damage or loss; and (ii) pay to
City on the Closing Date the amount of Agency's deductible under the insurance policy or
policies covering the damage or loss. If City elects to terminate this Agreement, all funds and
documents deposited into escrow by or on behalf of City shall be returned to City, and all rights
and obligations hereunder shall terminate.
9. Condemnation If prior to Close of Escrow, a material portion of the Property is
taken by eminent domain (or an action of eminent domain has been commenced against all or
any portion of the Property) (excluding for purposes of this Section, the exercise of any eminent
domain powers by the City), upon Agency's receipt of notice thereof, Agency shall promptly
notify City of such fact, and City shall have the option to terminate this Agreement upon notice
to Agency given not later than ten (10) days after City's receipt of Agency's notice. If City elects
to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of
City shall be returned to City, and all rights and obligations hereunder shall terminate.
If City does not exercise such option to terminate this Agreement, Agency shall assign to
City on the Closing Date, and City shall be entitled to negotiate for, receive, and keep, all
Resolution No. 2011-068 N.C.S. Page 6
awards, and rights to receive future awards, for such taking by eminent domain, and the
transaction contemplated by this Agreement shall be consummated pursuant to the terms
hereof.
10. Restrictions on Use City pledges that City shall use, and shall permit the Property
to be developed and /or further developed for purposes consistent with the Redevelopment
Plan, the Implementation Plan adopted by the Agency, and the City's General Plan. The
requirements of this Section 10 shall be included in the Grant Deed (s) conveying the Property to
City, shall constitute covenants running with the land, shall be binding on successors, and shall
survive the Close of Escrow and the termination of this Agreement.
11. Restrictions on Use of Proceeds City agrees that all lease payments and any
sale proceeds in the event of lease or sale of the Property shall be deposited into a restricted
fund, and such payments and proceeds shall be used solely for the construction, installation and
maintenance of public improvements within the Project Area or to increase, improve or preserve
the City's supply of housing available at affordable housing cost to low- and moderate - income
households. The requirements of this Section 11 shall be included in the Grant Deed(s)
conveying the Property to City, and shall survive the Close of Escrow and the termination of this
Agreement.
12. Obligation to Refrain from Discrimination City shall not restrict the rental, sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, or any portion
thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital
status, ancestry, or national origin of any person. City covenants for itself and all persons
claiming under or through it, and this Agreement is made and accepted upon and subject to
the condition that there shall be no discrimination against or segregation of any person or group
of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code,
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part
thereof, nor shall City or any person claiming under or through City establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for
the Property or part thereof. City shall include such provision in all deeds, leases, contracts and
other instruments executed by City, and shall enforce the same diligently and in good faith.
All deeds, leases or contracts made or entered into by City, its successors or assigns, as to
any portion of the Property or the improvements located thereon shall contain the following:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons
claiming under or through it, that there shall be no discrimination against or segregation of a
person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment
of the property herein conveyed nor shall the grantee or any person claiming under or through
the grantee establish or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant
shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be
construed to apply to housing for older persons, as defined in Section 12955.9 of the
Government Code. With respect to familial status, nothing in paragraph (1) shall be construed
to affect Sections 51.2, 51.3, 51.4, 51.10, 51.1 1 and 799.5 of the Civil Code, relating to housing for
Resolution No. 2011-068 N.C.S. Page 7
senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions
(n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through the lessee, that
this lease is made subject to the condition that there shall be no discrimination against or
segregation of any person or of a group of persons on account of race, color, creed, religion,
sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor
shall the lessee or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the
property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be
construed to apply to housing for older persons, as defined in Section 12955.9 of the
Government Code. With respect to familial status, nothing in paragraph (1) shall be construed
to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for
senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions
(n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of persons on
account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the
transferee or any person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection, location,
number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land."
13. Defaults and Remedies
13.1 Default An event of default ( "Event of Default ") shall arise hereunder if either
Party fails to keep, observe, or perform any of its covenants, duties, or obligations under this
Agreement, and the default continues for a period of thirty (30) days, or in the case of a default
which cannot with due diligence be cured within thirty (30) days, the defaulting Party fails to
commence to cure the default within thirty (30) days of such default and thereafter fails to
prosecute the curing of such default with due diligence and in good faith to completion within
not more than ninety (90) days.
13.2 Remedies Upon the occurrence of an Event of Default, in addition to pursuing
any other remedy allowed at law or in equity or otherwise provided in this Agreement, the non -
defaulting Party may bring an action for equitable relief seeking the specific performance of the
terms and conditions of this Agreement, and /or enjoining, abating, or preventing any violation
of such terms and conditions, and /or seeking to obtain any other remedy consistent with the
purpose of this Agreement, and may pursue any and all other remedies available under this
Agreement or under law or equity to enforce the terms of this Agreement.
13.3 Remedies Cumulative Except as otherwise expressly stated in this Agreement,
the rights and remedies of the Parties are cumulative, and the exercise by either Party of one or
more of such rights or remedies shall not preclude the exercise by it, at the same or different
time, of any other rights or remedies for the same or any other default by the other Party.
Resolution No. 2011 -068 N.C.S. Page 8
13.4 Inaction Not a Waiver of Default No failure or delay by either Party in asserting
any of its rights and remedies as to any default shall operate as a waiver of such default or of
any such rights or remedies, nor deprive either Party of its rights to institute and maintain any
action or proceeding which it may deem necessary to protect, assert or enforce any such rights
or remedies in the same or any subsequent default.
14. Miscellaneous
14.1 Notices Except as otherwise specified in this Agreement, all notices to be sent
pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective
addresses specified below or to such other address as a Party may designate by written notice
delivered to the other parties in accordance with this Section. All such notices shall be sent by:
(i) personal delivery, in which case notice is effective upon delivery;
(ii) certified or registered mail, return receipt requested, in which case notice shall be
deemed delivered on receipt if delivery is confirmed by a return receipt;
(iii) nationally recognized overnight courier, with charges prepaid or charged to the
sender's account, in which case notice is effective on delivery if delivery is confirmed
by the delivery service; or
(iv) facsimile transmission, in which case notice shall be deemed delivered upon
transmittal, provided that: (a) a duplicate copy of the notice is promptly delivered by
first -class or certified mail or by overnight delivery; or (b) a transmission report is
generated reflecting the accurate transmission thereof. Any notice given by
facsimile shall be considered to have been received on the next business day if it is
received after 5:00 p.m. recipient's time or on a nonbusiness day.
To Agency: Petaluma Community Development Commission
11 English Street
Petaluma, CA 94952
Attention: Executive Director
City of Petaluma
11 English Street
Petaluma, CA 94952
Attention: City Clerk
14.2 No Brokers Each Party hereby represents and warrants to the other Party that it
has retained no broker or other party to whom a commission or finder's fee is due with respect to
the transactions contemplated hereby. Each Party shall defend, indemnify and hold the other
Party harmless from and against all claims, expenses or costs arising in connection with a breach
of this warranty and representation. The terms of this Section shall survive the expiration or earlier
termination of this Agreement.
14.3 Attorneys' Fees If either Party fails to perform any of its obligations under this
Agreement, or if any dispute arises between the Parties concerning the meaning or
interpretation of any provision hereof, then the prevailing party in any proceeding in connection
with such dispute shall be entitled to the costs and expenses it incurs on account thereof and in
enforcing or establishing its rights hereunder, including, without limitation, court costs and
reasonable attorneys' fees and disbursements.
14.4 Entire Agreement This Agreement, including Exhibit A hereto, constitutes the
entire agreement of the Parties with respect to the subject matter hereof and supersedes all
prior negotiations and agreements with respect thereto.
Resolution No. 2011 -068 N.C.S. Page 9
14.5 Provisions Not Merged With Deeds None of the provisions, terms, representations,
warranties and covenants of this Agreement are intended to or shall be merged by the Grant
Deed(s), and neither the Grant Deed(s) nor any other document shall affect or impair the
provisions, terms, representations, warranties and covenants contained herein. Without limiting
the generality of the foregoing: (i) Agency's representations, warranties and covenants
contained herein shall survive the Close of Escrow; (ii) all provisions of this Agreement that
expressly state that they shall survive the Close of Escrow and the termination of this Agreement
shall do so; and (iii) City and Agency intend that City's obligations pursuant to Sections 10, 11
and 12 will survive the termination of this Agreement, the Close of Escrow and the transfer of the
Property to City.
14.6 Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to principles of conflicts of
laws.
14.7 Interpretation; Captions The section headings used herein are solely for
convenience and shall not be used to interpret this Agreement. The Parties acknowledge that
this Agreement is the product of negotiation and compromise on the part of both Parties, and
the Parties agree, that since both Parties have participated in the negotiation and drafting of
this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but
rather according to its fair meaning as a whole, as if both Parties had prepared it.
14.8 Exhibits Exhibit A attached hereto is incorporated herein by this reference and
made a part of this Agreement.
14.9 No Third Party Beneficiaries Nothing contained in this Agreement is intended by
the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or
by any third person, to be for the benefit of any third party, nor shall any third party have any
right to enforce any provision of this Agreement or be entitled to damages for any breach by
City or Agency of any of the provisions of this Agreement.
14.10 Amendments This Agreement may be modified or amended only by an
instrument in writing executed by both City and Agency.
14.11 Assignments This Agreement and the rights conferred hereunder may not be
assigned by operation of law or otherwise absent the express written consent of the Parties.
14.12 Counterparts This Agreement may be executed in multiple counterparts, each
of which shall be an original, and all of which taken together shall constitute one agreement.
14.13 Further Assurances Agency and City each agree to undertake such other
actions as may reasonably be necessary to carry out the intent of this Agreement, including
without limitation, the execution and /or recordation of any additional documents which may be
required to effectuate the transactions contemplated hereby.
14.14 Severability If any term, provision, or condition of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement
shall continue in full force and effect unless the rights and obligations of the Parties have been
materially altered or abridged thereby.
14.15 Non - Liability of Officials, Employees and Agents No member, official, employee
or agent of City or Agency shall be personally liable in the event of any default or breach
hereunder by either Party.
SIGNATURES ON FOLLOWING PAGE
Resolution No. 2011 -068 N.C.S. Page 10
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this
day of 2011.
AGENCY:
PETALUMA COMMUNITY DEVELOPMENT COMMISSION,
a public body, corporate and politic
By:
John C. Brown, Executive Director
ATTEST:
By:
Claire Cooper, CMC, Agency Secretary
APPROVED AS TO FORM:
By:
Eric Danly, Agency Counsel
CITY:
CITY OF PETALUMA,
a municipal corporation
By:
By:
Claire Cooper, CMC, City Clerk
APPROVED AS TO FORM:
By:
Eric Danly, City Attorney
Resolution No. 2011 -068 N.C.S. Page 11
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Petaluma
1 1 English Street
Petaluma, CA 94952
Attention: City Clerk
EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103,27383
The grantor and the grantee in this conveyance
are comprised of the same parties who continue
to hold the same proportionate interest in the
property, Revenue & Taxation Code § 11925
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
GRANT DEED
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,
The Petaluma Community Development Commission, a public body, corporate and politic
( "Grantor "), acting to carry out the Redevelopment Plan ( ''Redevelopment
Plan ") for redevelopment purposes pursuant to the Community Redevelopment Law of the State
of California, hereby grants and conveys to the City of Petaluma, a municipal corporation
( "Grantee "), the real property (the "Property ") located in the City of Petaluma at
designated as Sonoma County Assessor's Parcel Number and more
particularly described in Exhibit A attached hereto and incorporated in this grant deed ( "Grant
Deed ") by this reference.
1. Disposition and Development Agreement The Property is conveyed subject to the
Redevelopment Plan and that certain unrecorded Disposition and Development Agreement
entered into by and between Grantor and Grantee dated as of 2011
( "Agreement ").
2. Use Restrictions Grantee hereby covenants and agrees, for itself and its successors and
assigns, that Grantee and such successors and assigns shall begin and diligently prosecute to
completion the redevelopment of the Property in accordance with the Agreement, including
without limitation the provisions of the Agreement that require the Property to be developed or
further developed consistent with the requirements of the Redevelopment Plan, the
Implementation Plan adopted in connection therewith, and the Petaluma General Plan.
3. Restrictions on Use of Proceeds Grantee covenants and agrees that the Property and
any improvements thereon will be used for the purposes of timely redevelopment as set forth in
the Agreement and not for speculation in landholding. Grantee covenants and agrees that
Grantee shall deposit all proceeds that Grantee receives from the sale or lease of the Property
or any part thereof into a restricted fund, and shall use such proceeds solely for the construction,
installation and maintenance of public improvements within the Petaluma Redevelopment
Project Area or to increase, improve or preserve the City of Petaluma's supply of housing
available at affordable housing cost to low- and moderate - income households.
Resolution No. 2011 -068 N.C.S. Page 13
4. Nondiscrimination Grantee shall not restrict the rental, sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property, or any portion thereof, on the basis of race,
color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin
of any person. Grantee covenants for itself and all persons claiming under or through it, and this
Grant Deed is made and accepted upon and subject to the condition that there shall be no
discrimination against or segregation of any person or group of persons on account of any basis
listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are
defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Grantee
or any person claiming under or through Grantee establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or
part thereof.
All deeds, leases or contracts made or entered into by Grantee, its successors or assigns,
as to any portion of the Property or any improvements thereon shall contain the following
language:
(a) In Deeds, the following language shall appear:
"(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons
claiming under or through it, that there shall be no discrimination against or segregation of a
person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section
12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment
of the property herein conveyed nor shall the grantee or any person claiming under or through
the grantee establish or permit any such practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of tenants, lessees,
subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant
shall run with the land.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be
construed to apply to housing for older persons, as defined in Section 12955.9 of the
Government Code. With respect to familial status, nothing in paragraph (1) shall be construed
to affect Sections 51.2, 51.3, 51.4, 51.10, 5 1.1 1 and 799.5 of the Civil Code, relating to housing for
senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions
(n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(b) In Leases, the following language shall appear:
"(1) The lessee herein covenants by and for the lessee and lessee's heirs, personal
representatives and assigns, and all persons claiming under the lessee or through the lessee, that
this lease is made subject to the condition that there shall be no discrimination against or
segregation of any person or of a group of persons on account of race, color, creed, religion,
sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing,
subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor
shall the lessee or any person claiming under or through the lessee establish or permit any such
practice or practices of discrimination of segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the
property herein leased.
"(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be
construed to apply to housing for older persons, as defined in Section 12955.9 of the
Government Code. With respect to familial status, nothing in paragraph (1) shall be construed
to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for
Resolution No. 2011 -068 N.C.S. Page 14
senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions
(n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."
(c) In Contracts, the following language shall appear:
"There shall be no discrimination against or segregation of any person or group of persons on
account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as
those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of
subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale,
lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the
transferee or any person claiming under or through the transferee establish or permit any such
practice or practices of discrimination or segregation with reference to selection, location,
number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land."
5. Term of Restrictions The covenants contained in Section 2 regarding use of the Property
shall remain in effect until the date which is the expiration date of the Redevelopment Plan as in
effect on the date of this Grant Deed. The covenants against discrimination contained in
Section 4 shall remain in effect in perpetuity.
6. Mortgagee Protection No violation or breach of the covenants, conditions, restrictions,
provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way
impair the lien or charge of any mortgage, deed of trust or other financing or security instrument
permitted by the Agreement; provided, however, that any successor of Grantee to the Property
shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions,
whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's
sale or otherwise.
7. Binding On Successors The covenants contained in Sections 2 and 4 of this Grant Deed,
without regard to technical or legal classification or designation specified in this Grant Deed or
otherwise, shall to the fullest extent permitted by law and equity, be binding upon Grantee and
any successor in interest to the Property or any part thereof, for the benefit of Grantor, and its
successors and assigns, and such covenants shall run in favor of and be enforceable by Grantor
and its successors and assigns for the entire period during which such covenants shall be in force
and effect, without regard to whether Grantor is or remains an owner of any land or interest
therein to which such covenants relate. In the event of any breach of any of such covenants,
Grantor and its successors and assigns shall have the right to exercise all rights and remedies
available under law or in equity to enforce the curing of such breach.
8. Enforcement Grantor shall have the right to institute such actions or proceedings as it
may deem desirable to enforce the provisions set forth herein. Any delay by Grantor in
instituting or prosecuting any such actions or proceedings or otherwise asserting its rights
hereunder shall not operate as a waiver of or limitation on such rights, nor operate to deprive
Grantor of such rights, nor shall any waiver made by Grantor with respect to any specific default
by Grantee, its successors and assigns, be considered or treated as a waiver of Grantor's rights
with respect to any other default by Grantee, its successors and assigns, or with respect to the
particular default except to the extent specifically waived.
9. Amendment Only Grantor, its successors or assigns, and Grantee and the successors or
assigns of Grantee in and to all or any part of the fee title to the Property and any improvements
thereon, shall have the right to consent and agree to changes or to eliminate in whole or in part
any of the covenants contained in this Grant Deed. For purposes of this Section, successors or
assigns of Grantee shall be defined to include only those parties who hold all or any part of the
Property and any improvements thereon in fee title, and not to include a tenant, lessee,
easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other
person or entity having an interest less than a fee in the Property and any improvements
thereon.
Resolution No. 2011 -068 N.C.S. Page 15
10. Conflict In the event there is a conflict between the provisions of this Grant Deed and
the Agreement, it is the intent of the parties that the Agreement shall control.
I]. Counterparts This Grant Deed may be executed in counterparts, each of which shall
be an original and all of which taken together shall constitute one and the same instrument.
SIGNATURES ON FOLLOWING PAGE
Resolution No. 2011 -068 N.C.S. Page 16
IN WITNESS WHEREOF, Grantor and Grantee have executed this Grant Deed as of this day
of 2011.
GRANTOR:
PETALUMA COMMUNITY DEVELOPMENT COMMISSION,
a public body, corporate and politic
Bv:
John C. Brown, Executive Director
ATTEST:
Claire Cooper, CMC, Agency Secretary
APPROVED AS TO FORM:
By:
Eric Danly, Agency Counsel
GRANTEE:
CITY OF PETALUMA,
a municipal corporation
By:
ATTEST:
By:
Claire Cooper, CMC, City Clerk
APPROVED AS TO FORM:
By:
Eric Danly, City Attorney
Resolution No. 2011-068 N.C.S. Page 17
STATE OF CALIFORNIA )
COUNTY OF SONOMA
On , 2011, before me, (here insert name and title of
the officer), personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his /her /their
authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
STATE OF CALIFORNIA )
COUNTY OF SONOMA
(Seal)
On 2011, before me, (here insert name and title of
the officer), personally appeared , who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me that he /she /they executed the same in his /her /their
authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
Resolution No. 2011 -068 N.C.S. Page 19
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed dated
, from the Petaluma Community Development Commission, a public body,
corporate and politic, to the City of Petaluma, a municipal corporation ( "City "), is hereby
accepted on behalf of the City by its Mayor pursuant to authority conferred by Resolution No.
adopted by the City Council of the City of Petaluma on 2011, and
that the City consents to recordation of the Grant Deed by its duly authorized officer.
Dated 2011
CITY OF PETALUMA,
a municipal corporation
By:
ATTEST:
By:
Claire Cooper, CMC, City Clerk
Resolution No. 2011 -068 N.C.S. Page 20