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2008/05/13 City Council Resolution 2008-70RESOLUTION NO. 2008-70 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING A COOPERATION, REIMBURSEMENT, AND PURCHASE AND SALE AGREEMENT WITH THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK FOR THE ACQUISITION OF PROPERTY LOCATED AT 6750 COMMERCE BOULEVARD (ASSESSOR'S PARCEL NUMBER 143 - 380 -015) AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT WHEREAS, the City of Rohnert Park ( "City ") owns certain real property located within the Redevelopment Project area boundaries described as Assessor's Parcel Number 143- 380 -015, located at 6750 Commerce Boulevard ( "Old City Hall Site "); WHEREAS, the. City's General Plan has designated 6750 Commerce as high - density residential and planned redevelopment of the site is consistent with the City's General Plan; WHEREAS, on May 7, 2007, the Community Development Commission ( "CDC ") amended its redevelopment plan which updated the projects to be implemented for the period of 2004 -05 through 2008 -09; WHEREAS, the adopted redevelopment plan allocated $10,110,000.00 toward the redevelopment of the Old City Hall Site and other sites including 100 and 120 Avram Avenue with an additional $1,000,000.00 designated for the development of a mixed -use component; WHEREAS, pursuant to section 33640 et seq. of the California Health and Safety Code, the CDC has issued bonds, with a portion of these proceeds to be used for the purpose of increasing, improving and preserving the community's supply of low -and moderate - income housing available at affordable housing costs; WHEREAS, on February 13, 2007, the CDC approved the issuance of tax allocation bonds which provided non - housing bonds of $37 million (2007R Bond Series) and housing bonds (2007H Bond. Series) of $27 million; WHEREAS, the CDC desires to use 2007H Bond Series Proceeds to purchase the Old City Hall Site from City for subsequent transfer to an affordable housing developer pursuant to an anticipated disposition and development agreement; WHEREAS, the execution of the purchase agreement is consistent with the CDC's redevelopment plan and is consistent with the intended use of housing bond proceeds; and WHEREAS, the one million, one hundred thirty-five thousand dollar purchase price ($1,135,000.00) is within the funding of the tax allocation bonds. NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Rohnert Park approves the Cooperation, Reimbursement, and Purchase and Sale Agreement and authorizes its execution by the City Manager in substantially the similar form currently of the agreement attached hereto and incorporated herein, subject to any minor, clarify and /or conforming changes as may be approved by counsel. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to sign and execute any and all documents necessary to complete the sale of the property. ATTEST: DULY AND REGULARLY ADOPTED this 13th day of May, 2008. CITY OF ROHNERT PARK Mayor L . ; A > 119 Clerk f� LiEOttNt" BREEZE: AYE SMITH: AYE STAFFORD: AYE VIDAK- MARTINEZ: AYE MACKENZIE: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) COOPERATION, PURCHASE AND SALE AGREEMENT (Old City Hall Site) This Cooperation, Purchase and Sale Agreement ( "Cooperation Agreement ") is made and entered into on this day of May, 2008 ( "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. Pursuant to section 33640 et seq. of the California Health and Safety Code, Commission has issued bonds, which bond proceeds are intended for the purposes of increasing, improving and preserving the community's supply of low -and moderate- income housing available at affordable housing costs ( "2007H Bond Proceeds "). C. City owns certain real property located within the Redevelopment Project area boundaries at 6750 Commerce Boulevard, Rohnert Park, California, APN 143 - 380 -015 as more particularly described in Exhibit A attached hereto and incorporated by reference ( "Property "). D.. Commission desires to use the 2007H Bond Proceeds to purchase the Property from City for subsequent transfer to an as -yet unidentified affordable housing developer pursuant to an anticipated disposition and development agreement, for development of affordable housing 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, 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. 2. Terms. 1092030v1A 80078/0022 (a) Purchase Price. The purchase price for the Property shall be $1,135,000 ( "Purchase Price "). The Purchase Price is based on the fair market value appraisal of the Property prepared by The Crocker Company dated April 18, 2007 with a valuation date of March 5, 2007. 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 Closing. (a) Escrow Account. Commission has opened escrow number 142649 ( "Escrow ") with North Bay Title Company located at 431 E Street, 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. ii. From City: 1092030v1A 80078/0022 2 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 party 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 a CLTA 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 Property 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 herein to an action or approval to be undertaken by Commission, the Executive Director of Commission or his/her designee is authorized to act on behalf of Commission unless 1092030v1A 80078/0022 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 or 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, City 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] 1092030v1A 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 By: Name: Title: [Signature must be notarized] ATTEST: Commission Secretary APPROVED AS TO FORM: General Counsel CITY: THE CITY OF ROHNERT PARK, a California municipal corporation By: Name: Title: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 1092030v1A 80078/0022 5 [Signature must be notarized] EXHIBIT A LEGAL DESCRIPTION OF PROPERTY DESCRIPTION,. The land referred to herein is situated in the State of California, County of Sonoma, City of Rohnert Park, and Is described as follows: PARCEL ONE: LOT 1, AS SHOWN UPON THE MAP OF ROHNERT PARK SUBDIVISION NO. 9, UNIT A, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SONOMA COUNTY, CALIFORNIA, ON JULY 13, 1966 IN BOOK 107 OF MAPS, PAGE 46. EXCEPTING THEREFROM THE NORTHERLY 109.36 FEET, FRONT AND REAR MEASUREMENTS. PARCEL TWO: A RIGHT OF WAY FOR PARKING AND LANDSCAPING PURPOSES OVER AND ACROSS THE FOLLOWING DESCRIBED LAND: ALL THAT REAL PROPERTY LYING WITHIN RANCHO COTATI, AND BEING A PORTION OF THE LANDS DESCRIBED IN THE DEED TO DAVID ROSENBERG AND OTHERS, DATED MARCH 3, 1967 AND RECORDED MARCH 7,1967 IN BOOK 2256 OF OFFICIAL RECORDS, PAGE 916, SERIAL NO. K- 29477, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF LOT 1 OF ROHNERT PARK SUBDIVISION NO. 9, ACCORDING TO THE MAP THEREOF FILED FOR RECORD ON JULY. 13, 1966 IN BOOK 107 OF MAPS, PAGE 46, DISTANT SOUTH 0° 06' 24" EAST, 109.36 FEET FROM THE NORTHEAST CORNER OF LOT 1; THENCE CONTINUE ALONG THE EAST LINE OF LOT 1, SOUTH 0' 06'24" EAST, 175.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1, AND A POINT ON THE NORTHERLY LINE OF ARTHUR AVENUE: THENCE ALONG THE NORTHERLY LINE OF ARTHUR AVENUE, NORTH 890 53' 36" EAST, 20.00 FEET; THENCE NORTH 0° 06'24* WEST, 175.32 FEET; THENCE-SOUTH 89° 53'36" WEST, 20.00 FEET TO THE POINT OF BEGINNING. APN: . 143 - 380 -015 Page 3 Order No.: 56201 - 62244550 -GEH EXHIBIT B APPRAISAL EXCERPTS the crockerocompany ronald jay Crocker MAI, SRA linda damell crocker JD April 18, 2007 Via Hand Delivery Cas Eliena Housing & Redevelopment Manager City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 Re: 6750 Commerce Boulevard Rohnert Park, CA 94928 Dear Ms. Eliena: Pursuant to the Agreement for Services last executed February 22, 2007, the crockencompany has completed an appraisal 'of the above- referenced real property, an existing administrative office building comprising approximately ±7,450 square feet of gross and rentable building area situated on an approximately ±37,500 square foot site, in the east central section of the city of Rohnert Paris in Sonoma County, Califomia. The subject property is more fully described in the attached report. Based on the physical inspection of the subject property, which was conducted on March 5, 2007, and the subsequent research and analysis, the concluded opinion of market value of the fee simple interest in the subject under the indicated appraisal premises, subject to the assumptions and conditions of value herein, as of the valuation date of March 5, 2007, is as follows: Value As Is ONE MILLION ONE HUNDRED THIRTY -FIVE THOUSAND DOLLARS ($1,135,000) Value As though Vacant NINE HUNDRED THIRTY -EIGHT THOUSAND DOLLARS ($938,000) The above Value as though Vacant is based on the hypothetical condition that the subject is vacant land with no improvements as of the effective valuation date, which it was not. The Client is aware of and understands that the concluded opinion of Value as though Vacant may be affected by use of this hypothetical. voice 707.538.7771 fax 707.538.7779 - email realprop@thecrockerecom 4171 old vineyard lane santa rosa ca 95404 -1330 www.thecrockerecom Cas Ellena Page 2 April 18, 2007 The attached Summary Appraisal Report was prepared in conformance with the appraisers' understanding of the requirements of the current Uniform Standards of Professional Appraisal Practice (USPAP) adopted by the Appraisal Standards Board of the Appraisal Foundation. Further, the opinions of value stated herein are subject to the Statement of Assumptions and Limiting Conditions and Certifications and the special Conditions of Value stated in the Property Summary and Conclusion of Value contained within this report. The attached appraisal report contains 74 pages plus a 30 -page Appendices. Should you have any further questions regarding the subject real property, please do not hesitate to contact us. Very truly yours, onald J. Croc r, MAI, SRA CA License Number AG008219 License Expiration: 92.08.08 RJC/LDC: at Attachment Linda Daniell Cr cker, JD CA OREA License Number AG008276 License Expiration: 1.94.09 the crocker.company 6750 Commerce Boulevard Rohnert Park CA 94928 the crocker.corrpany PROPERTY SUMMARY AND CONCLUSIONS OF VALUE CONDITIONS OF VALUE The concluded opinions of market value are conditioned upon the Statement of Assumptions and Limiting Conditions and Certifications, attached, and the following special conditions of value. ❑ The subject is appraised based on a site size of ±37,500 square feet, pursuant to information provided by the Sonoma County Assessor's Office. 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 U The value indicator developed in the Cost Approach under the As Is appraisal premise is based on the hypothetical condition that the subject carriesan Office Commercial orequivalent zoning in which office use is allowed as of right, in consonance with the general plan, and consistent with the theory of highest and best use for the subject as currently improved. Ll The concluded opinion of market value under the As Is appraisal premise is predicated on the extraordinary assumption that the City of Rohnert Park has completed a minor lot line adjustment along the subject's northerly boundary in order to provide adequate ingress /egress to the subject site and to eliminate any potential building encroachments. ❑ An Environmental Site Assessment (ESA) was not provided for this assignment. The concluded opinions of market value are predicated on the extraordinary assumption that there exists neither on the subject property nor adjacent properties any known or unknown soils or groundwater contamination, chemical wastes, toxic molds, toxic wastes, or other hazardous building materials, or hazardous substance releases of any kind that would adversely impact the subject's utility and /or market value. ❑ Recent soils, hydrology, or geotechnical studies on the subject site were not provided for this assignment. The concluded opinions of value are predicated on the extraordinary assumption that the subject site is capable of development in compliance with the City of Rohnert Park land use documents, policies, and regulations; and, further, that there exist no jurisdictional wetlands, endangered species or biotic resources that would adversely impact the subject's utility and /or its market value. ❑ A building inspection report was not provided for this assignment. The concluded opinion of market value under the As Is appraisal premise is predicated on the extraordinary assumption that the subject improvements are structurally sound. ❑ The improvement sketch of the subject is provided as a visual representation of the building as configured as of the valuation date. The measurements are approximate and no warranty is made as to the precise building dimensions. This building sketch is intended solely for use by the client herein, is not to be relied upon by any other unintended users for any purpose. ❑ The concluded opinion of market value under the As though Vacant appraisal premise is predicated on the hypothetical condition that the subject is vacant land ready for development to its highest and best use under its current zoning, with existing structures removed or demolished in compliance with industry standards. 07- 719- 3210iy of Rohnert ParklClty Hall Property 4 EXHIBIT C GRANT DEED [following two pages] Recording Requested by and After Recordation Mail to: Community Development Commission of the City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 -2486 Attention: Executive Director This document is exemptfrom 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: , 2008 CITY OF ROHNERT PARK, a California municipal corporation By: Print Name: Its: [Signature must be notarized] APPROVED AS TO FORM: City Attorney ATTACHMENT NO. 1 LEGAL DESCRIPTION OF PROPERTY DESCRIPTION: The land referred to herein is situated in the State of California, County of Sonoma, City of Rohnert Park, and is described as follows: PARCEL ONE: LOT 1, AS SHOWN UPON THE MAP OF ROHNERT PARK SUBDIVISION NO. 9, UNIT A, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SONOMA COUNTY, CALIFORNIA, ON JULY 13, 1966 IN BOOK 107 OF MAPS, PAGE 46. EXCEPTING THEREFROM THE NORTHERLY 109.36 FEET, FRONT AND REAR MEASUREMENTS. PARCEL TWO: A RIGHT OF WAY FOR PARKING AND LANDSCAPING PURPOSES OVER AND ACROSS THE FOLLOWING DESCRIBED LAND: ALL THAT REAL PROPERTY LYING WITHIN RANCHO COTATI, AND BEING A PORTION OF THE LANDS DESCRIBED IN THE DEED TO DAVID ROSENBERG AND OTHERS, DATED MARCH 3, 1967 AND RECORDED MARCH 7,1967 IN BOOK 2256 OF OFFICIAL RECORDS, PAGE 916, SERIAL NO. K- 29477, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST LINE OF LOT 1 OF ROHNERT PARK SUBDIVISION NO. 9, ACCORDING TO THE MAP THEREOF FILED FOR RECORD ON JULY. 13,1966 IN BOOK 107 OF MAPS, PAGE 46, DISTANT SOUTH 0° 06'24" EAST, 109.36 FEET FROM THE NORTHEAST CORNER OF LOT 1; THENCE CONTINUE ALONG THE EAST LINE OF LOT 1, SOUTH 00 06'24" EAST, 175.32 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1, AND A POINT ON THE NORTHERLY LINE OF ARTHUR AVENUE: THENCE ALONG THE NORTHERLY LINE OF ARTHUR AVENUE, NORTH 890 53' 36" EAST, 20.00 FEET; THENCE NORTH 0° OF 24" WEST, 175.32 FEET; THENCE SOUTH 89° 53,36" WEST, 20.00 FEET TO THE POINT OF BEGINNING. APN: 143 - 380 -015 Page 3 Order No.: 56201 - 62244550 -CEH CERTIFICATE OF ACCEPTANCE (following one page] CERTIFICATE OF ACCEPTANCE This is to certify that the fee interest in real property conveyed by Grant Deed dated , 2008, 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 ' 2008, and the Commission, as grantee, consents to recordation of said Grant Deed. Date: , 2008 COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK, a public body corporate and politic By: Name: Title: [Signature must be notarized]