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HomeMy WebLinkAboutResolution 90-122 04/16/1990Res®luti®n NO. 90-122 N.C.S. of the City of Petaluma, California RESOLUTION APPROVING ACQUISITION AGREEMENT WITH CHARLES R. & SUN P. STEPHENS SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22 The City Council of the City, of Petaluma resolves: As a part of the proceedings for improvements in Southpoint Business Park Assessment District No. 22, City of Petaluma, Sonoma County, California, this City Council approves that certain agreement between the City of Petaluma and Charles R. & Sun P. Stephens dated April 16, 1990, and attached to this resolution. The Mayor is authorized to sign the agreement and the City Clerk is authorized to attest its execution. 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 oo as to Council of the City of Petaluma at a (Regular) ~f~fl~~~~ltl) meetin on the .--1.6th....-...._.. day of .............A~~}-1•--....-.........................., 199.p..., by the following vote: .. `::~,.. -.. - ~' y, t rney AYES: Tencer, Woolsey,~vanagh, Balshaw, Vice Mayor Sobel, Mayor Hilligoss NQES: ~ ABSENT: DavYS ATTEST: ... -......G~%Ue ity Clerk CA 10-85 .. r .. ..... . _..... .. ............ .....1-:-. Mayor Council FileQQ ........................°.......... Res. No.......I.Q.- 1 Z 2...... N.C.S. ~~~~ ~ ACQUISITION AGREEMENT SOUTHPOINT BUSINESS PARK ASSESSMENT DISTRICT NO. 22 CITY OF PETALUMA, SONOMA COUNTY, CALIFORNIA PHASE I THIS IS AN AGREEMENT between the CITY OF PETALUMA, a municipal corporation of the State of California ("the City") and CHARLES R. & SUN P. STEPHENS, joint tenants, ("the Owner"). RECITALS The Owner is or has been the owner of the land generally described as Southpoint Business Park in the City of Petaluma and more particularly described in the Assessment Diagram for Southpoint Business Park Assessment District No. 22, City of Petaluma, Sonoma County, California, which map is on file in the office of the City G1erk of the City. The Owner has constructed certain improvements designed for public use ("'the Improvements"), as more fully described in Exhibit A attached. The parties intend that the Improvements shall be transferred to the City for public use., that the City shall reimburse the Owner for the cost of constructing the. Improvements, and that these costs shall be specially assessed on the land within Southpoint Business Park benefitting from the Improvements. The purpose of this agreement is to establish the terms of the transfer of the Improvements and the reimbursement of construction costs for Phase I. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. The above recitals are true. Exhibit A, attached to this agreement, is a part of the agreement. 2. The Owner agrees to transfer to the City the Improvements as described in Exhibit A and in plans for the development of Southpoint Business Park heretofore approved by the Public Works Department of the City, except any portion of the Improvements as may already have been conveyed to another public agency or regulated public utility. Transfer of title to the Improvements shall be effected by payment to the Owner of the reimbursement set forth in paragraph 3 and acceptance of the Improvements by the City Council of the City by resolution. The Owner shal'1 execute such further documents as may be required to transfer title to the land or easements in the land on which the Improvements have been constructed. 3. The City shall reimburse the Owner for the cost of constructing the Improvements in the amount of TWO MILLION TWO HUNDRED FIFTY .FOUR THOUSAND FOUR HUNDRED TWENTY TWO DOLLARS ($2,.254.,42,2.00). The Owner certifies that this amount has been expended by the Owner in the construction of the Improvements and payment of associated expenses as detailed in Exhibit A. The parties acknowledge that the amounts set forth in Exhibit A have been ascertained from the records of the Owner and that the City has .not conducted an independent :audit of these amounts. Nevertheless the pa-sties agree that the reimbursement amount stated in this paragraph 'repres'ents the fair and reasonable value of the Improvements. 4. Payment of the reimbursement amount stated in paragraph 3 shall be made by the City to the Owner within one business day after all of the following events shall have occurred: a. The levy of special assessments in Southpoint Business Park Assessment District No .. 22, and the sale and delivery of Series 1990-A improvement bonds. representing the assessments, in the total amount of TWO MILLION EIGHT-.HUNDRED FIVE THOUSAND DOLLARS ($2,8Ob,000.00) or such lesser or greater amount as the Owner may agree to in writing and the City Council of the City approves by resolution,. b. The delivery to the City by the Owner of all deeds and other documents as the City Attorney of the City may reasonably require in order to complete the transfer of title to the Improvements and the land or interests in land on which the Improvements have been constructed. c. Certification of the City Engineer of the City that the Improvements are ready for acceptance by the City Council. 5. The Owner acknowledges that. the conduct of special assessment proceedings is a discretionary legislative act of the City Council of the City and is object to a public hearing process, and that this agreement does not affect or limit the discretion granted by law to the City Council in matters of special assessments. Lf the Condit-ion stated in paragraph 4a. shall not have been met by June T, 1990, this agreement-shall be void. 6. The Owner makes the following warranties: a. The Owner is the owner in fee of all of the land shown on the assessment diagram for Southpoint Business Park Assessment District No. 22, except Parcel No. 007-40.1-31 (identified on the diagram. as Assessment No. 22), which is owned by the City of Petaluma and Parcel No. 007-3.91-12 (identified on the diagram as ,Assessment No. 2.3), which is owned by Sonoma County Water Agency. b. The Improvements are free of mechanics' and materialmen's liens and other claims of any kind, and the Owner has the legal authority to transfer to the City clear title to the Improvements:. c. fihe Owner has no .knowledge of any claim or proceeding challenging the Owner's title to the parcels shown on the asses merit diagram for Southpoint Business Park Assessment 2 District No. 22,, (except Assessment Nos. 22 and 23) or challenging the Owner's right to transfer title to the Improvements. 7. The Owner agrees that the City shall have no liability for payment of any amount under this agreement except from the improvement fund for Southpoint Business Park Assessment District No. 22. The City shall have no obligation to defend this agreement or the special assessments levied in Southpoint Business Park Assessment District No. 22 against challenge by any person in any forum. 8. The owner hereby waives any right which it may otherwise have to pay assessments in cash without interest during the period of thirty (30) days after recordation of the Notice of Assessment. 9. If either party to this agreement brings an action against the other party because df an alleged breach of the agreement or .for a judicial interpretation of the agreement, the prevailing party in the action shall have its reasonable attorneys' fees in addition to all other remedies. DATED: April 16, 1990 ATTEST: PATRICIA BERNARD, City Clerk THE CITY OF PETALUMA, a munici al corporat' n of the St of Califo nia Mayor CHARLES R. STEPHENS By SUN P. STEPHENS By 3 EXHIBIT A DESCRIPTION OF WORK - PHASE I The acquisition of public improvements in Southpoint Boulevard and Northpoint Boulevard within Southpoint Business Park, including street paving, curbs,, gutters, sidewalks, storm drainage., street signing and existing utilities; and the acquisition of all necessary interests in real property. COST ESTIMATE PHASE I .(SERIES 1990-A) I. ACQUISITION OF IMPROVEMENTS: II. INCIDENTAL COSTS: A. City Administration Fee (Added Annually) $ B. Engineer of Work C. Bond Counsel Fee D. Bond Counsel Out-of Pocket Expense E. Paying Agent Fee (Added Annually) F. Bond Printing G. Official Statement Printing H. OS Prep., Underwriter Out-of-Pocket Expense MSRB & Reg. Fees & CUSIP I. Misc. & Contingency TOTAL INCIDENTAL COSTS III. CAPITALIZED INTEREST: (17 months) IV. RESERVE FUND: (5%) V. BOND DISCOUNT: (1.75%) TOTAL AMOUNT TO BE ASSESSED 0.00 16.,,000.00 4.3,050.00 1,000.00 0.00 2,500.00 750.00 2,000.00 2,179.00 $2,254,422.00 $ 67,479.00 $ 293,762.00 $ 140,250.00 $ 49,087.00 $2,805,000.00 4