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2010/04/13 City Council Resolution 2010-32RESOLUTION NO. 2010 - 32 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 PARCEL LOCATED AT 435 SOUTHWEST BOULEVARD (ASSESSOR'S PARCEL NUMBER 143 - 370 -010) AND AUTHORIZING THE 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- 370-010, located at 435 Southwest Boulevard; WHEREAS, the Community Development Commission (the "CDC ") desires to purchase the parcel to facilitate development of affordable housing units; WHEREAS, the CDC is in the process of amending its Five Year Implementation Plan (the "Plan ") to establish a work program for proposed housing projects and programs for fiscal years 2009/10 thru 2013/14; WHEREAS, redevelopment of the Southwest station site is among the housing projects proposed in the Plan; WHEREAS, the site is currently zoned P -I: Public /Institutional as a result of its former use; WHEREAS, the property could be rezoned to R -H: Residential -High Density to permit housing types consistent with the properties adjoining the site to the west; WHEREAS, the Series 2007H Tax Allocation Bond proceeds will be utilized to acquire and redevelop the site; WHEREAS, the nine hundred, eighty -five thousand dollar ($985,000) purchase price is within the funding of the tax allocation bonds and is consistent with the intended use of the proceeds; 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 City Manger 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 Legal Counsel. BE IT FURTHER RESOLVED, by the City Council of the City of Rohnert Park that it does hereby authorize and approve execution of any and all documents necessary to effectuate the sale. 1302323v1A 80078/0042 DULY AND REGULARLY ADOPTED this 13'h day of April, 2010. CITY OF ROHNERT PARK Pte•. -- .�.I��dL Mayor ATTEST: 1 � BELFORTE: AYE BREEZE: ABSENT CALLINAN: AYE MACKENZIE: AYE STAFFORD: AYE . AYES: (4) NOES: (0) ABSENT: (1) ABSTAIN: (0) (2) 1302323v1A 80078/0042 COOPERATION, PURCHASE AND SALE AGREEMENT (435 Southwest Boulevard) This Cooperation, Purchase and Sale Agreement ( "Cooperation Agreement ") is made and entered into on this day of , 2010 ( "Effective Date ") by and between the Community Development Commission of the City of Rohnert Park, a public body corporate and politic ( "Community Development 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 at 435 Southwest Boulevard, Rohnert Park, California, APN 143 - 370 -010 as more particularly described in Exhibit A attached hereto and incorporated by reference ( "Property "). The Property is located in the Redevelopment Project Area. C. Pursuant to section 33640 et seq. of the California Health and Safety Code, Community Development Commission has issued Series 2007 Bonds, net proceeds of which are anticipated to fund certain public improvements, including certain housing projects, in the Project Area. D. Commission desires to use the 2007H Bond Proceeds to purchase the Property from City for subsequent transfer in furtherance of Redevelopment Plan goals and in accordance with permitted uses of the 2007H Bond Proceeds. E. Pursuant to their general powers and section 33220 of the California Health and Safety Code, Community Development Commission and City desire to enter into this Cooperation Agreement to cooperate in Community Development 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. Community Development Commission hereby offers to purchase the Property under the terms and conditions set forth in this Cooperation Agreement, and City hereby accepts such offer. 2. Terms. (a) Purchase Price. The purchase price for the Property shall be $985,000 1302321v1A 80078/0042 ( "Purchase Price "). The Purchase Price is based on the fair market value appraisal of the Property prepared by The Crocker Company dated June 5, 2009 with a valuation date of May 12, 2009. 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) Prorations. Prorations 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 ClosinLy. (a) Escrow Account. Commission has opened escrow number 275183 ( "Escrow ") with Stewart Title Co. located at 1101 College Avenue, Suite 100, Santa Rosa, CA 95404, (707) 526 -2000 (Attention: Patti Billing) ( "Escrow Holder ") for conveyance of the Property to Commission. (b) Title Repo . Escrow Holder's title insurer ( "Title Company ") shall deliver to each City and Community Development 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 Community Development 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 Community Development 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, Community Development Commission pursuant to Section 2(c) hereof. 2 1302321v1A 80078/0042 ii. From City: A. A duly executed and acknowledged grant deed transferring ownership of the Property to Community Development Commission ( "Grant Deed ") in the form of Exhibit C- 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 party and Escrow sha11 be terminated, except as otherwise mutually agreed by the parties. Deposit into Escrow of the foregoing items; ii. Written Community Development 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 Community Development Commission an ALTA owner's policy of title insurance ( "Title Policy "), together with such endorsements as are reasonably requested by Community Development Commission, in the amount of the Purchase Price and insuring that title to the Property is vested in Community Development Commission. Escrow Holder shall provide Community Development 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 Community Development Commission approval of this Cooperation Agreement, or City's and/or Community Development 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 ") 3 1302321 v 1 A 80078/0042 pursuant to CEQA guidelines section 15312 (Surplus Government Property Sales). 5. Community Development Commission and City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by Community Development Commission, the Executive Director of Community Development Commission or his or her designee is authorized to act on behalf of Community Development 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 of Rohnert Park 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 Community Development 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 Community Development 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 Community Development 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] 4 1302321v1A 80078/0042 IN WITNESS WHEREOF, Commission and City have executed this Cooperation Agreement as of the Effective Date. Dated: ATTEST: Secretary APPROVED AS TO FORM: General Counsel COMMUNITY DEVELOPMENT COMMISSION: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public body corporate and politic By: Name: Title: CITY OF ROHNERT PARK: CITY OF ROHNERT PARK, a California municipal corporation Dated: By: Name: Title: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 5 1302321v1A 80078/0042 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 1302321v1A 80078/0042 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Sonoma, City of Rohnert Park, and described as follows: Being a portion of Cotati Rancho, located in the City of Rohnert Parr in Sonoma County, California and more particularly described as follows: Beginning at a point which bears N 25° 39' 10" W. 376.04 feet from the Northeasterly corner of Lot 3 in Block 2 of. Rohnert Park Subdivision No 3, Unit B, as said Subdivision is recorded in Book 85 of Maps, Pages 1, 2 and 3 Sonoma County Records; thence from the point of beginning. S. 64° 20' 50" W. 149.00 feet; thence N. 250 39,' 10" W. 153.27 feet; thence N. 44° 17' 52" W. 44.37 feet to a point on the southerly line of Southwest Boulevard; thence along said southerly line, from a tangent which bears N. 45° 42' 08" E., around a curve to the left with a radius of 790.00 feet, through an internal angle of 8° 42' 11 ", a length of 120.00 feet; thence leaving the said southerly line of Southwest Boulevard, S. 530 00' 03" E., 115.00 feet; thence S. 250 39' 10"E., 140.00 feet to the point of beginning. APN: 143- 370 - 010 -000 (End of Legal Description) File Number: 275183 Page 4 of 9 EXHIBIT B APPRAISAL EXCERPTS 1302321v1A 80078/0042 435 Southwest Boulevard Rohnert Park CA 94928 the crocker.company EXECUTIVE SUMMARY AND CONCLUSIONS OF VALUE PROPERTY IDENTIFICATION ►Property Type: ►Jurisdiction: ►Address: ►Census Tract/Map Code: ►Assessor's Parcel Number: ►Zoning: ►General Plan: ►Site Area: Surplus Property Former Fire Station Incorporated City of Rohnert Park 435 Southwest Boulevard Rohnert Park CA 94928 1513.01/424-G6 143- 370 -010 P -1: Public Institutional Public Institutional ±32,000 square feet ►Site Description: The subject site comprises an irregularly shaped generally level parcel located in south central Rohnert Park, with approximately ±120' of frontage on Southwest Boulevard. ►Improvements As is: The subject improvements comprise a one story Class °C° special - purpose government building containing approximately ±6,320 square feet of gross building area, ingress /egress driveways, parking lot, fencing, lighting and appurtenant landscaping. ►Actual /Effective Age: INTEREST APPRAISED OWNER OF RECORD OPINION OF MARKET VALUE: LAND ONLY -AS THOUGH VACANT OPINION OF MARKET VALUE -AS IMPROVED EFFECTIVE DATES ►Date of Report: ►Date of Inspection: ►Valuation Date: 1964/30 Years Fee simple City of Rohnert Park, a municipal corporation $705,000 $985,000 June 5, 2009 May 12,. 2009 May 12, 2009 09- 920 -71. City of Rohnert Park/Surplus PropertyWormer Fire Station 3 435 Southwest Boulevard Rohnert Park CA 94928 the crocker.company APPRAISER EXECUTIVE SUMMARY AND CONCLUSIONS OF VALUE Ronald J. Crocker, MAI, SRA CONDITIONS OF VALUE The concluded opinions of value are conditioned upon the Statement of Assumptions and Limiting Conditions and Certification, attached, and the following special conditions of value. Q The subject is improved with a City -owned government building that was formerly a City of Rohnert Park fire station. Although the subject improvements comprise a special - purpose property, the public use has been terminated; therefore the property is not appraised as a special- purpose property. The land is appraised in its highest and best use under the hypothetical condition as though vacant and zoned R -H.: High Density Residential. The opinion of value of the subject improvements under the as improved appraisal premise is based on the extraordinary assumption that the subject is structurally sound and may feasibly be incorporated into an adaptive re -use plan to redevelop the subject to its concluded highest and best use. Q The subject site area of ±32,000 square feet is pursuant to information provided by the Sonoma County Assessor's Office:. The subject's gross .building areas are based on measurements by the appraiser on the inspection date. The site plan and floor plan exhibits provided by the City of Rohnert Park are intended for the use of the client and its named designees only and are not to be relied upon by any other unintended user. Q Neither a preliminary report nor a legal description for the subject was provided for this assignment. The concluded opinions of value are predicated on the extraordinary assumption that there exist neitheron the subject norsurrounding parcels any easements, encroachments, covenants, conditions or restrictions that would adversely impact the subject's utility and developmentto its concluded highest and best use, in accordance with City of Rohnert Park zoning and land use documents, policies and regulations. 0 An Environmental Site Assessment (ESA) for the subject was not provided for this assignment. The concluded opinions of value are predicated on the extraordinary assumption that there exist neither on the subject, noron surrounding. properties, any soils and /orgroundwatercontamination, chemical wastes, toxic molds, toxicwastes, hazardous building materials, or hazardous substance releases of any kind that would adversely affect the subject's utility and .development to its concluded highest and best use, in accordance with City of Rohnert Park zoning and land use documents, policies and regulations. 11 Material changes, if any, based on supplemental or amended data provided subsequent to the effective valuation date of this report could potentially impact the concluded opinions of value. The crocker.company expressly reserves the right to make such adjustments to the opinions of value as may be required following review of such data. O The hypothetical conditions required to develop the requested opinions of value for this assignment may impact the concluded opinions of value. However, use of such hypotheticals is not judged to affect the credibility of this appraisal report for its stated intended use and intended users. 09- 920 -79: City of Rohnert Park /Surplus Properly{Former Fire Stagon 4 EXHIBIT C GRANT DEED [following two pages] 1302321v1A 80078/0042 Recording Requested by and After Recordation Mail to: Community Development Commission of the City of Rohnert Park 130 Avram Avenue Rohnert Park, CA 94928 -2486 Attention: Executive Director This document is exempt from the payment of a recording fee pursuant to Government Code § 27383, and exempt from transfer tax per Revenue & Transfer Code § 11922. GRANT DEED 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: , 2010 CITY OF ROHNERT PARK, a California municipal corporation By: Print Name: Its: APPROVED AS TO FORM: [Signature must be notarized] City Attorney 1302321v1A 80078/0042 ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY 1302321v1A 80078/0042 LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of Sonoma, City of Rohnert Park, and described as follows: Being a portion of Cotati Rancho, located in the City of Rohnert Park in Sonoma County, California and more particularly described as follows: Beginning at a point which bears N 250 39' 10" W. 376.04 feet from the Northeasterly corner of Lot 3 in Block 2 of. Rohnert Park Subdivision No 3, Unit B, as said Subdivision is recorded in Book 85 of Maps, Pages 1, 2 and 3 Sonoma County Records; thence from the point of beginning S: 64° 20' 50" W. 149.00 feet; thence N. 25° 39,' 10" W. 153.27 feet; thence N. 44° 17' 52" W. 44.37 feet to a point on the southerly line of Southwest Boulevard; thence along said southerly line, from a tangent which bears N. 45° 42' 08" E., around a curve to the left with a radius of 790.00 feet, through an internal angle of 8° 42' 11 ", a length of 120.00 feet; thence leaving the said southerly line of Southwest Boulevard, S. 53° 00' 03" E., 115.00 feet; thence S, 250 39' 10" E., 140.00 feet to the point of beginning. APN: 143- 370 - 010 -000 (End of Legal Description) File Number: 275183 Page 4 of 9 EXHIBIT D CERTIFICATE OF ACCEPTANCE [following one page] 1302321v1A 80078/0042 CERTIFICATE OF ACCEPTANCE This is to certify that the fee interest in real property conveyed by Grant Deed dated , 2010, from the City of Rohnert Park, a California municipal corporation ( "City "), as grantor, to the Community Development Commission of the City of Rohnert Park ( "Community Development 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 Community Development Commission Board adopted on , 2010, and the Community Development Commission, as grantee, consents to recordation of said Grant Deed. Date: .2010 COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public body corporate and politic By: Name: Title: 1302321v1A 80078/0042 [Signature must be notarized]