2009/05/12 City Council Resolution 2009-45RESOLUTION NO. 2009-45
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING A COOPERATION, PURCHASE AND SALE AGREEMENT WITH THE
COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK
FOR THE ACQUISITION OF THE CITY CENTER PARKING LOT (ASSESSOR'S
PARCEL NUMBER 143 - 051 -076) AND AUTHORIZING THE INTERIM CITY
MANAGER TO EXECUTE THE AGREEMENT
WHEREAS, the City of Rohnert Park (the "City ") owns certain real property located
within the Redevelopment Project area boundaries described as Assessor's Parcel Number 143-
051 -076, located to the west of the City's Public Safety Facility and library (the "City Center
Parking Lot ");
WHEREAS, the City Center Concept Plan was adopted in 2002 and directs the
redevelopment of this area as a mixed -use center for the community;
WHEREAS, the Community Development Commission (the CDC ") desires to purchase
the City Center Parking Lot to facilitate development of a mixed -use project that would be in
keeping with the direction provided by the City Center Concept Plan;
WHERAS, on May 7, 2007, the CDC amended its Redevelopment Plan which updated
the projects to be implemented for the period between fiscal years 2004 -05 through 2008 -09;
WHEREAS, the Redevelopment Plan, as amended, allocated a portion of the Series
2007R Tax Allocation Bond proceeds for implementation of the City Center Concept Plan and
other projects which contribute to the development of Rohnert Park's downtown;
WHEREAS, public improvement projects in the downtown area address factors
hindering economically viable use, correct inadequate public improvements, and redevelop
vacant properties and buildings;
WHEREAS, the City's General Plan has designated Assessor's Parcel Number 143 -051-
076 as mixed use; therefore, development of a mixed commercial /residential project on this site
is consistent with the General Plan;
WHEREAS, the Purchase of the City Center Parking Lot is consistent with the CDC's
Redevelopment Plan and is consistent with the intended use of the bond proceeds;
WHEREAS, the two million, nine hundred ninety -five thousand dollar ($2,995,000)
purchase price is within the funding of the tax allocation bonds;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve the Cooperation, Purchase and Sale Agreement
and authorizes its execution by the Interim City Manager in substantially the similar form
currently of the agreement attached hereto and incorporated herein, subject to any minor,
clarifying and/or conforming changes as may be approved by the City Attorney.
JH- S:05 -d
DULY AND REGULARLY ADOPTED this 12'' day of May, 2009.
ATTEST:
City Cl r c
CITY OF ROHNERT PARK
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(2)
COOPERATION,
PURCHASE AND SALE AGREEMENT
(City Center Parking Lot Site)
This Cooperation, Purchase and Sale Agreement ( "Cooperation Agreement ") is
made and entered into on this 12'h day of May, 2009 ( "Effective Date ") by and between
the Community Development Commission of the City of Rohnert Park, a public body
corporate and politic ( "Commission ") and the City of Rohnert Park, a California
municipal corporation ( "City ").
RECITALS
A. City has adopted the Rohnert Park Community Development Project
( "Redevelopment Project ") pursuant to the Redevelopment Plan therefor
adopted by Ordinance No. 479 of the City Council of City on July 14, 1987
( "Redevelopment Plan "), as amended, incorporated herein by reference.
B. City owns certain real property located within the Redevelopment Project area
boundaries at City Hall Drive, Rohnert Park, California, APN 143 -051 -076 as
more particularly described in Exhibit A attached hereto and incorporated by
reference ( "Property "). The Property is located in the Redevelopment Project
Area and in the City Center which functions as the downtown business district.
C. Pursuant to section 33640 of seq. of the California Health and Safety Code,
Commission has issued Series 2007 Bonds, net proceeds of which ( "2007R Bond
Proceeds ") are anticipated to fund certain public improvements, including certain
housing projects, in the Project Area.
D. Commission desires to use the 2007R Bond Proceeds to purchase the Property
from City for subsequent transfer to an as-yet unidentified developer pursuant to
an anticipated disposition and development agreement, for development of a
mixed -use project including affordable housing and public improvements, in
furtherance of Redevelopment Plan goals and in accordance with permitted uses
of the 2007R Bond Proceeds.
E. Pursuant to their general powers and section 33220 of the California Health and
Safety Code, Commission and City desire to enter into this Cooperation
Agreement to cooperate in Commission's acquisition of the Property in
furtherance of the goals of the Redevelopment Plan, and to set forth the terms and
conditions of such acquisition.
AGREEMENT
1. Offer to Purchase; Acceptance. Commission hereby offers to purchase the
Property under the terms and conditions set forth in this Cooperation Agreement, and
City hereby accepts such offer.
1090101v1B 80078/0022
2. Terms.
(a) Purchase Price. The purchase price for the Property shall be $2,995,000
( "Purchase Price "). The Purchase Price is based on the fair market value appraisal of
the Property prepared by The Crocker Company dated October 30, 2008 with a valuation
date of August 25, 2008. Attached hereto as Exhibit B and incorporated by reference are
appraisal excerpts which address the conclusion of value.
(b) Closing Costs. Closing costs shall be paid by Commission.
(c) Proration. Proration of assessments and other charges attributable to the
Property, if any, shall be prorated as of the Closing of Escrow based on a 365 -day year.
3. Escrow and Closing.
(a) Escrow Account. Commission has opened escrow number NB 142648
( "Escrow ") with Stewart Title Co. located at 1101 College Avenue, Santa Rosa, CA
95404, (707) 526 -2000 (Attention: Patti Billing) ( "Escrow Holder ") for conveyance of
the Property to Commission.
(b) Title Report. Escrow Holder's title insurer ( "Title Company ") shall
deliver to each City and Commission a standard preliminary title report ( "Report") with
respect to the title of the Property, together with legible copies of the documents
underlying the exceptions ( "Exceptions ") set forth in the Report. Commission shall have
the right to approve or disapprove the Report and any Exceptions.
(c) Escrow Deposits: In connection with the Escrow, Escrow Holder has
received or shall receive the following:
i. From Commission:
A. This Cooperation Agreement executed by all parties;
B. The Purchase Price in immediately available U.S. funds;
C. The Final Closing Statement (defined below);
D. An original Certificate of Acceptance duly executed on
behalf of Commission and acknowledged in the form of
Exhibit D;
E. Funds sufficient to pay recording costs, escrow fees, and
title insurance premiums pursuant to Section 2(b) hereof;
and
F. Funds sufficient to pay those prorations, taxes, and other
amounts chargeable to, or to be paid by, Commission
pursuant to Section 2(c) hereof.
1090101v1B 80078/0022 2
ii. From City:
A. A duly executed and acknowledged grant deed transferring
ownership of the Property to Commission ( "Grant Deed ")
in the form of Exhibit D;
B. Funds sufficient to pay those prorations, taxes, and other
amounts chargeable to, or to be paid by, City pursuant to
Section 2(c) hereof.
(d) Close of Escrow. Escrow shall close as soon as practicable after
satisfaction of the following conditions. If such conditions are not satisfied within 120
days after the Effective Date, Escrow Holder shall return all Escrow deposits to the
depositing parry and Escrow shall be terminated, except as otherwise mutually agreed by
the parties.
i. Deposit into Escrow of the foregoing items;
ii. Written Commission approval of the Report and Exceptions;
iii. Satisfaction of both California Government Code section 65402
and the Surplus Lands Act (California Government Code §§ 54220 et seq.) (collectively,
"Government Code Sections "); and
iv. Satisfaction of other applicable laws and governmental
requirements.
(e) Title Insurance. Concurrently with recordation of the Grant Deed, Title
Company shall issue to Commission an ALTA .owner's policy of title insurance ( "Title
Policy "), together with such endorsements as are reasonably requested by Commission,
in the amount of the Purchase Price and insuring that title to the Properly is vested in
Commission. Escrow Holder shall provide Commission with a copy of the 'Title Policy.
(f) Escrow Instructions. This Cooperation Agreement shall serve as joint
escrow instructions. The parties may execute supplemental escrow instructions in
furtherance of this Cooperation Agreement.
4. Effectiveness. City must satisfy the Government Code Sections before any
portion of this Cooperation Agreement becomes fully effective, notwithstanding Council
approval of this Cooperation Agreement, or City's and/or Commission's signature hereto.
In addition, satisfaction of the Government Code Sections is a condition precedent to
execution of the Grant Deed and Close of Escrow. The purchase and sale transaction
contemplated under this Cooperation Agreement is categorically exempt from the
California Environmental Quality Act, California Public Resources Code sections 21000
et. seq. ( "CEQA ") pursuant to CEQA guidelines section 15312 (Surplus Government
Property Sales).
5. Commission and City Approvals and Actions. Whenever a reference is made
1090101AB 80078/0022
herein to an action or approval to be undertaken by Commission, the Executive Director
of Commission or his or her designee is authorized to act on behalf of Commission unless
specifically provided otherwise or the context should require otherwise. Whenever a
reference is made herein to an action or approval to be undertaken by the City, the City
Manager of the City or his/her designee is authorized to act. on behalf of the City unless
specifically provided otherwise or the context should require otherwise. The City
Manager and Executive Director shall have the authority to issue waivers and/or enter
into amendments to this Cooperation Agreement on behalf of the City and Commission,
respectively, so long as such actions do not materially or substantially change the terms
of this Cooperation Agreement and such waivers and/or amendments may include
extensions of time to perform obligations hereunder. Any other material or substantive
waivers of or amendments to this Cooperation Agreement shall require the consideration,
action and written consent of the City and Commission.
6. Miscellaneous. This Cooperation Agreement is made and entered into in the
State of California and shall be interpreted, construed and enforced in accordance with
the laws of the State of California without reference to its choice of laws rules. If any
provision of this Cooperation Agreement is declared invalid or is unenforceable for any
reason, that provision shall be deleted from the document and shall not invalidate any
other provision contained in the Cooperation Agreement. The word "including" shall be
construed as if followed by the words "without limitation." This Cooperation Agreement
shall be interpreted as though prepared jointly by both parties. Nothing contained herein
nor any acts of the parties hereto shall be deemed or construed by the parties hereto, nor
by any third party, as creating the relationship of principal and agent or of partnership or
of joint venture by the parties hereto or any relationship other than the relationship of
City and Commission. Nothing herein is intended to create any third party benefit. Each
individual or entity executing this Cooperation Agreement represents and warrants that
he or she or it is duly authorized to execute and deliver this Cooperation Agreement on
behalf of his, her, or its respective party and that such execution is binding upon such
party. The recitals to this Cooperation Agreement and all exhibits attached to this
Cooperation Agreement are hereby incorporated by reference as though fully restated
herein. This Cooperation Agreement contains the entire and final agreement between the
parties hereto, and contains all of the terms and conditions agreed upon, and no other
agreements, oral or otherwise, regarding the subject matter hereof shall be deemed to
exist or to bind the parties hereto, it being the intent of the parties that neither of them
shall be bound by any terms, conditions, or representations not herein written.
[Signatures follow on next page)
1090101v1B 80078/0022 4
IN WITNESS WHEREOF, Commission and City have executed this Cooperation
Agreement as of the Effective Date.
COMMISSION:
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF ROHNERT PARK, a public
body corporate and politic
Dated: $y:
Name:
Title:
ATTEST:
Commission Secretary
APPROVED AS TO FORM:
General Counsel
[Signature must be notarized]
CITY:
THE CITY OF ROHNERT PARK, a California
municipal corporation
Dated: By:
Name:
Title:
[Signature must be notarized]
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
1090101v1B 80078/0022 5
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
1090101v1B 80078/0022
File No. 00142648401 -PAB
. Schedule C
Legal Description
Situated in the State of California, City of Rohnert Park, County of Sonoma, and described as follows:
PARCEL ONE:
Lot .l, as. shown upon that certain Parcel Map No. 170, filed July 10, 2002 in Book 636 of Maps, at
pages 12 and 13, Sonoma County Records, and modified by Certificates of Correction recorded under.
Documents No. 2005153097 and 2008030472, Sonoma County Records.
PARCEL TWO:
An easement as shown in that certain easement agreement recorded January 15, 1979 in Book 3509 at
Page 710, Sonoma County Records.
(143- 051- 076 -000)
APPRAISAL EXCERPTS
1090101v1B 80078/0022
City Haft Drive Parking Lot
Rohnert Park CA 94928
the crocker.comoany
EXECUTIVE SUMMARY AND CONCLUSIONS OF VALUE
PROPERTY IDENTIFICATION
►Property Type: Public parking lot appraised underthe hypothetical condition
as though vacant and unencumbered, plus the contributory
value of the existing site improvements as improved
►Jurisdiction:
►Address:
►Census Tract/Map Code:
►Assessor's Parcel Number:
*Site Area:
Incorporated City of Rohnert Park
City Hall Drive
Rohnert Park CA 94928
1513.05/424 -G4
143- 051 -076
±2.29 acres (±99,752 sf)
►Site Description: The subject comprises a basically rectangular generally level
parcel located in the east central portion of the City of
Rohnert Park, with ±260' of frontage on City Hall Drive and
±280' of frontage on Rohnert Park Expressway,
►Zoning: MU: Mixed Use
►General Plan Land Use: Mixed Use /City Center Concept Plan
►Improvements: City- maintained parking lot with ingress /egress driveways,
and travel lanes,. lighting and appurtenant landscaping.
►Highest and Best Use -
As though Vacant and
Unencumbered: Development pursuant to applicable zoning and land use
policies and regulations, as demand warrants, and.
demolition of existing improvements prior to development.
As Improved: Continued interim use as City parking lot until such time as
development or partial development pursuant to City of
Rohnert Park zoning and land use policies and regulations,
as warranted.
INTEREST APPRAISED
Fee simple
OPINION OF MARKET VALUE -
AS THOUGH VACANT AND UNENCUMBERED
$2,645,000
OPINION OF MARKET VALUE -
AS IMPROVED $2,995,000
08- 832 -95 IlCommunity Development Commission of the Cray of Rohnert Park
Cpttyy HSU Drive Parking Lot
Rohnert Park CA 94928
the crocker.company
EXECUTIVE SUMMARY AND CONCLUSIONS OF VALUE
EXPOSURE TIME
OWNER of RECORD
EFFECTIVE DATES
► Date of Report:
► Date of Inspection:
► Date of Valuation:
APPRAISER
CONDITIONS OF VALUE
Less than one year, subject to the assumptions and
conditions of value herein.
City of Rohnert Park, a municipal corporation
October 30, 2008
August 25, 2008
August 25, 2008
Ronald J. Crocker, MAI, SRA
The concluded opinions of value forthe subject real property are conditioned upon the Statement
of Assumptions and Limiting Conditions and Certification contained herein. Further, completion
of this assignment required the use of several extraordinary assumptions and hypothetical
conditions, as follows:
D The subject is appraised based on a site size of ±2.29 acres ( ±99,752 sf) pursuant to
information provided by the Sonoma County Assessor's Office and the client. Should there be a
material change in the subject's site size based on data available subsequent to the effective
valuation date, the- crocker.company expressly reserves the right to amend the concluded
opinions of value.
D An Environmental Site Assessment (ESA) forthe subject was not provided forthis assignment.
The concluded opinions of value are predicated on the extraordinary assumption that there exist
neitheron the subject, noron surrounding properties, any soils and/or groundwater. contamination,
chemicalwastes, toxic molds., toxicwastes, hazardous building materials, orhazardous substance
releases of any kind that would adversely affect the subject's development to its highest and best
use, as though vacant and unencumbered, in accordance with City of Rohnert Park zoning and
land use documents, policies and regulations.
D Neither an archaeological site reconnaissance nor a.cultural resource survey of the subject site
was provided for this assignment. The concluded opinions of value are predicated on the
extraordinary assumption thatthere exist neither on the subject noron surrounding properties any
archaeological, cultural orhistoric resources of any kind that would adversely impact the subject's
developmentto its highestand best use, as though vacantand unencumbered, in accordance with
the City of Rohnert Park zoning and land use documents,. policies and regulations.
D Recent soils, hydrology, or geotechnical studies for the subject were not provided for this
assignment. The concluded opinions of value are predicated on the extraordinary assumption that
the subject is physically capable of development to its highest and best use, as though vacant and
unencumbered, in accordance with the City of Rohnert Park zoning and land use documents,
policies and regulations.
08- 832- 9511CommunkY Development Commission of the City of Rohnert Park
' City Hell Drive Parking Lot
g Rohnert Park CA 94928
the crocker.company
EXECUTIVE SUMMARY AND CONCLUSIONS OF VALUE
n The subject is currently improved with a City -owned paved surface parking lot. The concluded
opinion of value for the land only as though vacant and unencumbered is based on the
F hypothetical condition that the subject is vacant land, which it is not, and that the subject land is
unencumbered by any leases. The use of this hypothetical is not judgedJo adversely impact the
credibility of the appraisal for its intended use and intended users. The contributory value of the
existing improvements as an interim use is added to the opinion of value of the subject land only
under the As improved appraisal premise.
0&832- 9511Community Development Commission of the City of Rohnert Park 4
EXHIBIT C
GRANT DEED
[following two pages]
1090101v1B 80078/0022
Recording Requested by and
After Recordation Mail to:
Community Development Commission of the
City of Rohnert Park
130 Avram Avenue `
Rohnert Park, CA 94928
Attention: Executive Director
)current is exempt from the payment of a recording fee pursuant
to Government Code § 27383, and exempt from transfer tax per'
Revenue & Transfer Code § 11922.
For valuable consideration, the receipt of which is hereby acknowledged, the
CITY OF ROHNERT PARK, a California municipal corporation hereby grants to the
Community Development Commission of the City of Rohnert Park, a public body
corporate and politic, the real property located in the City of Rohnert Park, California,
described in Attachment No. 1 attached hereto.
Dated: , 2009
CITY OF ROHNERT PARK,
a California municipal corporation
By:
Print Name:
Its:
[Signature must be notarized]
APPROVED AS TO FORM:
City Attorney
1090101v1B 80078/0022
ATTACHMENT NO. 1
LEGAL DESCRIPTION OF PROPERTY
1090101v1B 80078/0022
File No. 00142648 401 -PAB
. Schedule C
Legal Description
Situated in the State of California, City of Rohnert Park, County of Sonoma, and described as follows:
PARCEL ONE:
Lot .1, as shown upon that certain Parcel Map No. 176, filed July 10, 2002 in Book 636 of Maps, at
pages 12 and 13, Sonoma County Records, and modified by Certificates of Correction recorded under.
Documents No. 2005153097 and 2008030472, Sonoma County Records.
PARCEL TWO:
An easement as shown in that certain easement agreement recorded January 15, 1979 in Book 3509 at
Page 710, Sonoma County Records.
(143- 051- 076 -000)
_i i-i 1im
CERTIFICATE OF ACCEPTANCE
[following one page]
1090101v1B 80078/0022
CERTIFICATE OF ACCEPTANCE
This is to certify that the fee interest in real property conveyed by Grant Deed
dated , 2009, from the City of Rohnert Park, a. California municipal
corporation, as grantor, to the Community Development Commission of the City of
Rohnert Park ( "Commission "), a public body corporate and politic, as grantee, is hereby
accepted by the Executive Director pursuant to authority conferred by Resolution
No. of the Commission Board adopted on 2009, and the
Commission, as grantee, consents to recordation of said Grant Deed.
Date: , 2009
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF ROHNERT PARK, a public body
corporate and politic
By:
Name:
Title:
1090101v1B 80078/0022
[Signature must be notarized]