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2009/11/24 City Council Resolution 2009-128RESOLUTION NO. 2009 -128 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING, APPROVING AND ACCEPTING PARCEL MAP NO. 180 SUBDIVISION AND DEFERRED IMPROVEMENT AGREEMENT FOR STADIUM LANDS AREA (APNs 143 - 040 -116; 143 - 040 -117) WHEREAS, the City of Rohnert Park is the Owner of real property located within the corporate limits of the City and generally described as Lot 3 and remaining lands of Parcel Map No. 175 as filed for record July 14, 2005 in Book 679 of Maps, Pages 13 through 15, Sonoma County Records, California ("Property"). WHEREAS, the City Council of the City of Rohnert Park entered into an Option to Purchase and Purchase Agreement, as amended ( "Option Agreement ") with Redwood Equities ( "Developer ") via Resolution No. 2003 -49, adopted on March 25, 2003, and amended by an Amendment to the Option Agreement via Resolution No. 2004 -217, adopted on September 14, 2004 ( "Amendment ") to convey part or all of the Property to Developer; WHEREAS, the Option Agreement requires the City to create legally subdivided parcels; WHEREAS, Tentative Parcel Map application PL2007- 029TPM for the Property ( "Stadium Lands Tentative Parcel Map ") was approved by the City Subdivision Committee by Subdivision Committee Resolution No. 2009 -20 on August 26, 2009; WHEREAS, City's consultant, Cinquini & Passarino Inc., prepared a technical Parcel Map to subdivide the Stadium Lands in conformance with the approved Tentative Parcel Map ( "Parcel Map No. 180 "); WHEREAS, approval of Parcel Map No. 180 is a ministerial act pursuant to Rohnert Park Municipal Code section 16.12.080(H); WHEREAS; ministerial projects are exempt from the requirements of the California Environmental Quality Act ( "CEQA ") pursuant to section 15268 of the CEQA Guidelines; WHEREAS, the Tentative Parcel Map and related approval require certain improvements to be designed and constructed as part of the orderly development of the Stadium Lands Area Master Plan; and WHEREAS, pursuant to Rohnert Park Municipal Code section 16.16.040, the City prepared a Deferred Improvement Agreement addressing deferral of design and construction of those improvements until such time as development occurs. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby approve Parcel Map No. 180 in its capacity as Owner of the Property and accept the dedications offered on Parcel Map No. 180, subject to improvements, in its capacity as the City, a municipal corporation. Parcel Map No. 180 is attached hereto and incorporated herein as Exhibit A. BE IT FURTHER RESOLVED by the City Council of the City of Rohnert Park that it does hereby authorize the Mayor to execute the Owner's Statement of Parcel Map No. 180 and approve a Deferred Improvement Agreement in substantially similar form to the agreement attached hereto and incorporated herein as Exhibit B by and between the City of Rohnert Park in its capacity as Owner of the Property. BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized and directed to execute the Deferred Improvement Agreement in substantially similar form to the agreement attached as Exhibit B for and on behalf of the City of Rohnert Park in its capacity as the City, a municipal corporation. BE IT FURTHER RESOLVED, that the City Council of the City of Rohnert Park finds that Parcel Map No. 180 substantially conforms to the Stadium Lands Tentative Parcel Map, Subdivision Committee Resolution No. 2009 -20, and the Rohnert Park Municipal Code. BE IT FURTHER RESOLVED, that the City Council of the City of Rohnert Park finds that the improvements required as a condition of approval of the Tentative Parcel Map and not yet performed are being deferred pursuant to the Deferred Improvement Agreement and secured by a lien on the property pursuant to Government Code sections 66462 and 66499 and in compliance with the City of Rohnert Park Municipal Code. BE IT FURTHER RESOLVED, that the City Council of the City of.Rohnert Park finds that the Deferred Improvement Agreement complies with the City of Rohnert Park Municipal Code. BE IT FURTHER RESOLVED that the City Clerk is hereby authorized and directed to execute the City Clerk's Certificate accepting dedications subject to improvement. DULY AND REGULARLY AI?n� ps i? this 24th day of November, 2009. ATTEST: ig ty Clerk ,Lk OF ROHNERT PARK BELFORTE: AYE CALLINAN: AYt MACKENZIE: AYE STAFFORD: AYE BREEZE: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) (2) EXHIBIT A See attached copy of Parcel Map No. 180 in 8.5" x 11" draft form as Exhibit A of the Deferred Improvement Agreement 1246596v2 80078/0024 EXHIBIT B Attached copy of Draft Deferred Improvement Agreement 1246596v2 80078/0024 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) ) City of Rohnert Park ) 130 Avram Avenue ) Rohnert Park, California 94928 -2486 ) Attention: City Clerk ) APN 143 - 040 -116 & 117 (Space Above This Line for Recorder's Use Only) . Exempt from recording fee per Gov. Code § 27383. DEFERRED IMPROVEMENT AGREEMENT CITY OF ROHNERT PARK THIS DEFERRED IMPROVEMENT AGREEMENT ( "Deferred Improvement Agreement ") is entered into as of ( "Effective Date ") by and between CITY OF ROHNERT PARK in its capacity as owner of the Property (defined below) ( "Owner ") and the CITY OF ROHNERT PARK in its capacity as a municipal corporation of the State of California ( "City"), pursuant to Rohnert Park Municipal Code, Title 16 Subdivisions, Chapter 16.16 Design and Improvements, section 16.16.040 Deferred Improvement Agreements. RECITALS A. Owner is the owner of real property located within the corporate limits of the City and has presented to the City Council a proposed subdivision of real property, being described as Lot 3 and remaining lands of Parcel Map No. 175 as filed for record July 14, 2005 in Book 679 of Maps, Pages 13 through 15, Sonoma County Records, California ( "Property"). B. Owner and Redwood Equities, a California limited liability partnership ( "Redwood Equities ") have entered into an Option to Purchase and Purchase Agreement dated April 8, 2003 ( "Original Agreement "), as amended by an Amendment to Option to Purchase Agreement by Resolution No. 2004 -217 adopted September 14, 2004 ( "Amendment "), and a letter agreement dated January 5, 2009, whereby Redwood Equities may exercise certain Options to Purchase certain Option Parcels, which comprise.part or all of the Property. The Original Agreement, Amendment, and letter agreement are collectively referred to herein as the "Stadium Lands Agreement." All of Redwood Equities' Options to Purchase expire on December 31, 2009. C. The City has approved Tentative Parcel Map application PL2007- 029TPM for the Property ( "Tentative Parcel Map ") via Subdivision Committee Resolution No. 2009 -20 adopted August 26, 2009 containing certain conditions of approval ( "Resolution "). The Tentative Parcel Map and Resolution are collectively referred to herein as the "Tentative Parcel Map with Approvals." The Tentative Parcel Map with Approvals requires design and construction of certain improvements as further set forth thereon and therein ( "Improvements "). D. The Tentative Parcel Map with Approvals contemplates that the project proponent is responsible for the Improvements. The City has not yet been presented with a plan for design and construction of the Improvements ( "Improvement. Plan "). 1246596v2 80078/0024 E. Per Stadium Lands Agreement section 5.2.M, "[a]s of Closing, each parcel shall be a legally subdivided lot..." and per Stadium Lands Agreement section 5.3.E, the City "shall take all action required to cause the Property to be established as a legally subdivided lots as specified by Developer" [sic]. As such, City (in its capacity as Owner) is requesting that the City (in its capacity as a municipal corporation) proceed with issuance of a final parcel map in substantial conformance with the Tentative Parcel Map with Approvals ( "Parcel Map No. 180 "). A draft of Parcel Map No. 180 is attached hereto and incorporated herein as Exhibit A. Parcel Map. No. 180 and the Deferred Improvement Agreement are .intended to be recorded concurrently. F. In the interest of meeting such Stadium Lands Agreement contractual obligations, the City is willing to issue Parcel Map No. 180. However, because no Improvement Plan has been submitted, and because the Options to Purchase have not.yet been exercised or extended, issuance of Parcel Map No. 180 is contingent on concurrent execution of this Deferred Improvement Agreement so that design and construction of the Improvements will be deferred until such time as a formal proposal for development of the Property (including an Improvement Plan) is submitted for approval through a City entitlement process. Any City approval granted in connection with development of the Property will be conditioned on and require compliance with this Deferred Improvement Agreement, the Tentative Parcel Map with Approvals, and applicable sections of the Rohnert Park Municipal Code. NOW THEREFORE, in consideration of the faithful performance of the terms and conditions set forth herein, it is agreed as follows: 1. Timing of Improvements. The design and construction of the Improvements are hereby deferred. Owner shall begin construction of Improvements within ninety days of the receipt of the notice to proceed from the City, or as mutually agreed upon in writing, between Owner and the City. City, in its discretion, may issue a notice to proceed for Improvements related to a particular Option Parcel, without issuing a notice to proceed for Improvements related to other Option Parcels. 2. Default by Owner and Remedy by City. In the event of a default by Owner, the City is authorized to cause construction to be done, and charge the entire cost and expense to Owner, including interest from the date of notice of the cost and expense until paid. The interest rate shall be consistent with the requirements of Article 15, Section 1 of the California State Constitution. 3. Recordation; Notice to Successors and Assigns. (a) This Deferred Improvement Agreement shall be recorded with the Sonoma County recorder at the expense of Owner, concurrently with Parcel Map No. 180, and shall constitute notice to all successors and assigns of title to the Property of the obligations set forth therein. This Deferred Improvement Agreement binds the successors in interest and assigns of each of the parties thereto until the Improvements have been completed and certified complete by the City of Rohnert Park; provided, however, that obligations hereunder may be transferred as set forth in Section 13(c), below. (b) The obligations under this Deferred Improvement Agreement shall run with the Property and constitute a lien against the Property in such amount, including interest, as provided in Rohnert Park Municipal Code section 16.16.070, and subject to foreclosure in the event of a default in payment. The intent of this Deferred Improvement Agreement is to create an obligation for the Owner and its successors and assigner (including the project proponent) to -2- 1246596v2 80078/0024 design and construct the Improvements, for the benefit of the City and the public. Establishment and maintenance of the security for the obligations under this Deferred Improvement Agreement is dependent upon separation of the lien interest and fee title interest in the Property.. No merger is intended nor shall occur by any current or future ownership of the underlying fee title interest in the Property or any portion thereof, by the City or its successors or assigns. City reserves the right, upon written notice to the applicable Owner(s), to require that the form of security for the Improvements (or portions thereof applicable to particular Option Parcels or transferred portions of the Property per Section 13(c), below) be changed from the foregoing lien to any of the methods identified in Rohnert Park Municipal Code section 16.16.070.C, as required at the option of and subject to the approval of the City—attorney. 4. Litigation. To the extent Owner is no longer the City of Rohnert Park in any capacity, then in the event of litigation occasioned by default of Owner, Owner agrees to pay all costs involved; including reasonable attorney fees. Those costs shall become a part of the lien against the Property. 5. Design and Construction of Improvements. The construction of deferred Improvements shall conform to Rohnert Park Municipal Code, Title 16 and all applicable provisions of Rohnert Park Municipal Code in effect at the time of construction. 6. Remainder. For a designated remainder parcel, the fulfillment of construction requirements for Improvements is not required until the City is ready to issue a permit or other grant of approval for development of the remainder parcel or until the construction of the Improvements is required under an agreement between Owner and the City. In the absence of an agreement, the City may require fulfillment of the construction requirements within a reasonable time following approval of the final map and before the issuance of a permit or other grant of approval for the development of a remainder parcel upon a finding by the City that fulfillment of the construction requirements is necessary for reasons of (a) the public health and safety; or (b) The required construction is a necessary prerequisite to the orderly development of the surrounding area. 7. Non - Performance and Costs. If Owner fails to complete the Improvements within the time specified in this Deferred Improvement Agreement or any approved extension, or to act promptly or in accordance with this Deferred Improvement Agreement, or should an urgency arise that requires the repair or replacement of any Improvements, the City, at its option, may proceed to complete the Improvements by contract or otherwise and Owner, immediately upon demand, shall pay the costs and charges related to said work, together with a 15% overhead charge. 8. Remedies. The City may bring legal action to (a) compel performance of this Deferred Improvement Agreement; (b) recover costs of completing the Improvements, including the City's administrative costs. -If legal action is brought by the City against an Owner, such Owner shall pay all of the costs of suit and reasonable attorneys' fees, and all other expenses of litigation as determined by the Court. 9. Inspection by City. An inspector employed by the City shall inspect all work to be done at the cost and expense of Owner. Owner shall pay the City, on demand, the cost of the inspection in accordance with relevant City ordinances and provisions of the Rohnert Park Municipal Code. -3- 1246596v2 80078/0024 10. Property Acquisition. If Owner is unable to acquire property required (if any) for the construction of the Improvements, Owner agrees to execute the standard City Contract for Real Property Acquisition to provide for acquisition through eminent domain. 11. Indemnification. Owner agrees to indemnify, defend and hold the City, its elective and appointed boards, commissions, officers, agents, employees and consultants, harmless from and against any and all claims, liabilities, losses, damages or injuries of any kind (collectively, "Claims ") arising out of Owner's, or Owner's contractors', subcontractors', agents' or employees', acts,.omissions, or operations under this Deferred Improvement Agreement, including, but not limited to, the performance of the work of the Improvements, whether such Acts, omissions, or operations are by Owner or any of Owner's contractors, subcontractors, agents or employees. The aforementioned indemnity shall apply regardless of whether or not City has prepared, supplied or approved plans and /or specifications for any Improvements and regardless of whether any insurance required under this Deferred Improvement Agreement is applicable to any Claims. The City does not and shall not waive any of its rights under this indemnity provision because of its acceptance of any security (whether as a lien against the Property, bonds or insurance) required under the provisions of this Deferred Improvement Agreement. 12. Notices. Formal written notices, demands, correspondence and communications between City and Owner shall be sufficiently given if: (a) personally delivered; or (b) dispatched by next day delivery by a reputable carrier such as Federal Express to the offices of City and Owner indicated below, provided that a receipt for delivery is provided; or (c) dispatched by first class mail, postage prepaid, to the offices of City and Owner indicated below. Such written notices, demands, correspondence and communications may be sent in the same manner to such persons and addresses as either party may from time -to -time designate by next day delivery or by mail as provided in this section. Cam: City of Rohnert Park 130 Avram Avenue Rohnert Park, CA 94928 Attn: City Manager with a copy to: City of Rohnert Park 130 Avram Avenue Rohnert Park, CA 94928 Attn: City Attorney Owner: City of Rohnert Park 130 Avram Avenue Rohnert Park, CA 94928 Attn: City Manager with a copy to: City of Rohnert Park 130 Avram Avenue Rohnert Park, CA 94928 Attn: City Attorney Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served two (2) business days after the date of deposit if addressed to an address within the State of California, and three (3) business days if addressed to an address within the United States but outside the State of California. -4- 1246596v2 80078/0024 13. Miscellaneous Terms and Provisions. (a) Severabili1y. If any provision of this Deferred Improvement Agreement is held, to any extent, invalid, the remainder of this Deferred Improvement Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. (b) Entire Agreement. This writing contains a full, final and exclusive statement of the contract of the parties regarding deferral of the Improvements. This Deferred Improvement Agreement may not be altered, amended or modified without the written consent of both parties hereto. (c) Transfers; Assignments; Binding Upon Heirs Successors and Assigns. If the Property or any portion thereof is transferred (whether voluntarily, involuntarily, by operation of law, or otherwise), then the terms, covenants and conditions of this Deferred Improvement Agreement shall be binding upon Owner's successors and assigns as to the Property or portions thereof transferred, and Owner's obligations hereunder as to those portions of the Property transferred, shall terminate upon transfer thereof. If an Owner ceases to have a legal interest in the Property or any portion thereof, then a notice to that effect shall be filed with the City, however City's prior written approval of any such transfer is not required. (d) Headings. Section headings in this Deferred Improvement Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Deferred Improvement Agreement. (e) Governing Law; Venue. This Deferred Improvement Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Deferred Improvement Agreement shall be brought only in the Superior Court of the County of Sonoma, State of California. (f) Authorily. Each party executing this Deferred Improvement Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Deferred Improvement Agreement and perform all of its obligations hereunder. If there is more than one signer of this Deferred Improvement Agreement as Owner, their obligations are joint and several. -5- 1246596v2 80078/0024 IN WITNESS WHEREOF, City and Owner have executed this Deferred Improvement Agreement as of the Effective Date. Dated: APPROVED AS TO FORM: City Attorney Dated: "CITY" CITY OF ROHNERT PARK, a California municipal corporation By: Daniel Schwarz, Interim City Manager Authorized by City Council Resolution No. 2009- _ adopted by the Rohnert Park City Council on .2009. "OWNER" CITY OF ROHNERT PARK, a California municipal corporation By: Arnie Breeze, Mayor Authorized by City Council Resolution No. 2009- _ adopted by the Rohnert Park City Council on 2009. SIGNATURES MUST BE NOTARIZED -6- 1246596v2 80078/0024 EXHIBIT A Attached copy of Parcel Map No. 180 in 8.5" x 11" draft form -7- 1246596v2 80078/0024 ZEN N U zU m on Sw zt[+� z5o W y< Oz UIF/1NU '0 4 F ?o z Q °sQ -(xa a0a T aW iH m €QrcF x �U jjWw -� < a p03Na j o .�IZW'o �kyy�y-'I� O wj Y1 °z WdW W WF r�jJ ° K XZQ Q z < °w 6 M x �' w O 9277 6S Ow U ° ..5 vi a J QOw QNVF O WFWUIZ IIL V% N �Q� xU ai nP3 Z ~w° 2 NR.I U6 �Q Odr' lCFnO° Q OlY LL Oj w��p W d UI c��0 - owoo a or W to ' -QazNa a �rcn5 k"a ° F-�owo 0. 0 z ca zza z «z �d d �aQa�w� ai a m o NW Z w p aw F E 6 z FNa 0'. i a� U dN° zO� d °f -`tz�p N H z a� mz° Omp w �w�o °oxa s W.< N z o Qo F a d n -- o (� 62wYZSwF °z W wr 1P V�o OQ k' Mlxilaz wW�o r �� F w�ozx .5 �W d az I�° oo'° wm am ate$ a Wm�mm or °Z W oorW�o3o �o U m� ww a �Z �o onO6 w 7 z o F °o z Wz U �Waa <g o� k+ Wa3 a °v m U z o° z w ] rucFio r dm�oo w' 'o �t�s"pn'Q o' xw a� •z- oomo oz (Y WW a F z z N UFNaN to vU Orcw <�3wo M 0.'i t?� ''° a °"t �p Uoao U w w z °az °m ° 'I U p m W F a Z 0 2 QO V NOrQO (1,' WiinO z °� zr �/m�m o moWN E"zcri °z om I� ° co zz z °a %N z y ° Ft a_ o O Uo Ja m ot'tw or QI ® ® ®® W °aQY« U °awoPFcxiz zW¢a a ocZ w UN aa�° z" Y Uwmg. °o W rOoz m« fk aJ °omN ( z zaa, o 0 U1oo' °wzmw ,.a ?QOWtNwniN o °aY N mp U a a sYi Np 51`3 z� U rcON�N maz Qi WJa�3rc < Iwo Z.-_­IN/1 gAAH N O O Y Z a'm °mWZ ^w U°-FWJ 02 .0 _^2 O Ir W Nmmn� sSJaa z°ma U �wNa °mz� aJ U W == NO pF6FU 6 FjOQIwaA S a F! ° ?ti° Q4xZ Q °N U yNj4K F�Z�Z it't° Z 7+xO�n?ZYQ° 'l! 1-N0N¢ �'° /+ ZU-3Q �W yEy Frzw °a,twn yFy o�J '�iSzw rEr��'t.tadw; r H r N m° a U Q H^ y a p X <W.- H Q p Z� O W m W M < .. 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