2006/06/27 City Council Resolution (11)RESOLUTION NO. 2006-176
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING A LOAN AGREEMENT WITH THE COMMUNITY DEVELOPMENT
COMMISSION PROVIDING FOR THE USE OF CDC FUNDS TO PAY FOR
WETLANDS MITIGATION COSTS ASSOCIATED WITH THE PROPOSED REUSE
AND REDEVELOPMENT OF THE ROHNERT PARK STADIUM
WHEREAS, The City of Rohnert Park entered into an Option to Purchase and Purchase
Agreement with Redwood Equities, LLC, dated April 8, 2003 allowing Redwood Equities the option to
purchase the former baseball stadium know as the Rohnert Park Stadium area owned by the City (the
"Properly "); and
WHEREAS, the purchase agreement requires that the City is responsible to mitigate any wetlands
that are delineated on the Property; and
WHEREAS, the U.S. Army Corp of Engineers has designated .46 acres of the Property as
jurisdictional wetlands and wetlands swale subject to Section 404 of the Clean Water Act and is requiring
that the City purchase credits through a wetlands mitigation bank to mitigate the elimination of wetlands
from the Property; and
WHEREAS, the Community Development Commission's Five -Year Implementation Plan
identifies Rohnert Park Stadium Reuse as a redevelopment project to be undertaken by the CDC and City
and in furtherance of and in implementation of the Redevelopment Plan; and
WHEREAS, On January 24, 2006, the Community Development Commission { "CDC ")
approved Resolution No. 2006 -03 authorizing the use of redevelopment funds to pay for wetland
mitigation costs associated with the proposed reuse and redevelopment of the Property and authorized the
Executive Director of the CDC to take such actions as necessary to carry out the purposes of the
resolution, including the purchase of the credits through a wetlands mitigation bank; and
WHEREAS, the City is able to obtain the Wetlands Creation credits required from the Hazel Bank
and the Preservation Acreage from the Davis Preserve to provide for the mitigation associated with the
reuse of the Property, The estimated cost including escrow fees is$308,500 ($82,500 for Preservation
Acreage, $225,000 for Wetlands Creation Credits, and $1,000 in escrow fees); and
NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Rohnert
Park hereby approves the Loan Agreement between the City of Rohnert Park and the Community
Development Commission.
BE IT FURTHER RESOLVED, that the City Council of the City of Rohnert Park
hereby authorizes the City Manager to execute the Loan Agreement, negotiate future, changes to
the Agreement, and execute any future Amendments necessitated by those changes.
APPROVED AND ADOPTED this 27 ' day of June, 2006, by the following vote:
AYES: Four (4) Council Members Breeze, Flores, Mackenzie and Vidak- Martinez
NOES: One (1) Mayor Smith
ABSENT: None (0)
ABSTAIN: None (0)
ATTEST:
Deputy City Clerk
CITY OF ROHNERT PARK
im Smith
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HNERT P,7
LOAN AGREEMENT
THIS LOAN AGREEMENT ( "Agreement ") is entered into as of , 2006,
by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
ROHNERT PARK, a public body, corporate and politic, organized and existing under the
Community Redevelopment Law of the State of California (Health and Safety Code Section
33000 et seq.) ,(the "CDC "), and CITY OF ROHNERT PARK, a municipal corporation (the
"City ").
RECITALS
A. The City Council of the City of Rohnert . Park adopted and approved the
Redevelopment Plan (the "Redevelopment Plan") for the Rohnert Park Redevelopment Project
(the "Redevelopment Project "), and the CDC is vested with the responsibility for carrying out the
Redevelopment Project pursuant to the Redevelopment Plan.
B. The major goals and objectives of the CDC, as stated in Part W of the
Redevelopment Plan and in the Five Year Implementation Plan adopted by the CDC for the
Project Area pursuant to Health and Safety Code Section 33490 (the "Implementation Plan "),
include, among others, to stimulate and provide new private investment opportunities by
revitalizing property characterized by deterioration, blight and functional obsolescence and to
encourage continued investment in the Project Area where growth is planned; to improve
economic stability and productivity and to increase public revenues within the Project Area; and
to encourage the development of commercial uses along major thoroughfares.
C. The Implementation Plan specifically identifies Baseball Stadium Reuse as a
redevelopment project to be undertaken by the CDC and City, including working with a developer
to demolish stadium structures at the former Crushers baseball stadium and facilitate development
for a replacement commercial use. In furtherance of these efforts, the City entered into an Option
to Purchase and Purchase Agreement ( "Purchase Agreement ") with Redwood Equities, LLC (the
"Developer "), dated April 8, 2003, providing the Developer with an option to purchase certain
City -owned Property (the "City Property "), a portion of which is developed with the former
Crushers baseball stadium (the "Stadium Parcel ").
D. Following execution of the Purchase Agreement, it was discovered that four small
areas, totaling approximately 0.46 acres of the City Property, have been designated by the U.S.
Army Corps of Engineers as jurisdictional wetlands areas and a wetland swale subject to Section
404 of the Clean Water Act. Section 5.2.L. of the Purchase Agreement requires that, as of close
of escrow, any wetlands that are delineated on the City Property shall have been eliminated from
the City Property, and mitigation of the elimination of the wetlands from the City Property, at the
City's sole cost and expense, shall have been confirmed to the applicable regulatory agency's
satisfaction.
E. The City has purchased credits through a wetlands mitigation bank to mitigate the
elimination of wetlands from the City Property, which credits were estimated to total
approximately $55,000 per credit for the ten (10) credits estimated to be required to eliminate the
wetlands on the City Property. Due to the urgency involved with the pending conveyance of the
Stadium Parcel to the Developer, the f tv ranueyteu rl -ancia assistance ji'1- C-D— - pay the
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costs to mitigate the elimination of the wetlands on the City Property.
F. On January 24, 2006, the CDC adopted Resolution No.2006 -03, authorizing the
use of CDC funds to pay the costs to mitigate the elimination of wetlands on the City Property, in
an amount not to exceed Five Hundred Fifty Thousand Dollars ($550,000) (the "Mitigation
Payment "), and thereby enable the future redevelopment and reuse of the City Property as
contemplated under the Purchase Agreement. The CDC further directed staff to prepare a Loan
Agreement between the CDC and City to evidence the Mitigation Payment and provide a
mechanism for the repayment of such funds to the CDC.
G. The parties have cooperated in the preparation of this Loan Agreement, which is
intended to evidence the payment by the CDC of the Mitigation Payment to or on behalf of the
City, and to provide for the repayment of such funds to the CDC.
AGREEMENTS
NOW, THEREFORE, THE CDC AND CITY AGREE AS FOLLOWS:
tion 1. L_ oan. By and subject to the terms of this Agreement, CDC agrees to lend
and City agrees to borrow a principal sum not to exceed FIVE HUNDRED FIFTY THOUSAND
DOLLARS ($550,000) (the "Loan "), to pay the costs to mitigate the elimination of wetlands on
the City Property. ' The parties acknowledge and agree that the Loan proceeds were previously
disbursed to or on behalf of the City prior to the execution of this Agreement by the parties.
Section 2. Use of Loan Proceeds. City covenants that it shall use the proceeds of the
Loan solely to pay the costs to mitigate the elimination of wetlands on the City Property, and
thereby enable the future redevelopment and reuse of the City Property as contemplated under the
Purchase Agreement. The City shall not use the Loan proceeds, or permit them to be used, for
any purpose other than as set forth in this Section 2. The CDC shall not be responsible for any
costs or charges to mitigate the elimination of the wetlands, except for the Loan provided for
hereunder.
Soon 3, Repayment Provisions. Following conveyance of the City Property to the
Developer, and subject to the provisions set forth hereunder, an amount equal to One Hundred
Percent (100 %) of the Tax Increments from the Site (as defined below) received from time to
time by the CDC (the "Credit Amount ") shall be credited against any unpaid portion of the
outstanding Loan amount then due under this Agreement. The outstanding amount of the Loan
shall be reduced accordingly and cancelled by an amount equal to the Credit Amount promptly
upon receipt by the CDC of the Tax Increments from the Site. The CDC shall within 10 days of
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receipt of the Tax Increments from the Site, notify the City of the amount of such reduction and
the outstanding Loan balance then remaining under this Agreement_
As used herein, the term "Tax Increments from the Site" shall mean and refer to those
property tax increments generated from the Site and received by the CDC pursuant to Health and
Safety Code Section 33670 et seq. The Credit Amount, as defined above and used herein, is
equal to One Hundred Percent (100%) of the total Tax Increments from the Site. Following
reduction and cancellation of the total amount of the Loan, this Agreement shall automatically
terminate and shall no longer be in force and effect.
Payment shall be made in lawful money of the United States to CDC at the office of the
CDC, 6750 Commerce Blvd., Rohnert Park, CA 94928 -2486. The place of payment may be
changed from time to time as the CDC may from time to time designate in writing. The City shall
have the right to prepay any amounts due and owing under this Agreement in whole or in part, at
any time, with penalty.
Section 4. IndeLpMration. City shall defend, assume all responsibility for and hold
the CDC, and its respective officers and employees, harmless from all demands, claims, actions
and damages to any person or property arising out of or caused by any of City's activities under
this Agreement or the Purchase Agreement, whether such activities or performance thereof be by
City or anyone directly or indirectly employed or contracted with by City.
Section 5. Nondiscrimination. City, for itself and its successors and assigns, agrees
that in the performance of its responsibilities under this Agreement, the City will not discriminate,
and will not allow any discrimination against any employee or applicant for employment because
of race, color, creed, religion, sex, marital status, ancestry or national origin.
City covenants by and for itself and any successors in interest that there shall be no
discrimination against or segregation of any person or group of persons on account of race, color,
creed, religion, sex; marital status, ancestry or national origin in the sale, lease, sublease, transfer,
use, occupancy, tenure or enjoyment of the City Property, nor shall the City itself or any person
claiming under or through it establish or permit any such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the City Property-
Section 6. Default.
A. Defaults.
Any one or all of the following events shall constitute a default by City:
Any material misleading statement, misrepresentation or warranty of City
herein or in any other writing at any time furnished by City to CDC;
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2. Nonperformance when due of any of the obligations described herein, or
failure to perform any obligation or covenant contained herein; or
3. City fails to use the Loan proceeds for any purpose other the purposes set
forth In .gP,-t;nn 7 A
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B. Remedies.
Upon the occurrence of a default, the CDC, at its option, may declare this
Agreement to be in default and, in such event, the CDC shall have all of the rights
and remedies prescribed at law or in equity. Following an event of default, the
CDC shall have no further obligation to disburse all or any portion of the Loan.
C. Ni? Liability of CDC Member or City Official.
No member, official or employee of the CDC or City shall be personally liable to
the other, or any successor in interest, in the event of any default or breach by
CDC or City under this Agreement or for any amount which may become due to
CDC or any successor or on any obligations under the terms of this Agreement.
Section 7. Miscellaneous Provisions.
A- Transfer or Assi nment_
As long as any balance of the Loan is remaining to be repaid, the City shall not
transfer or assign this Loan Agreement without prior written approval by the CDC.
Approval of any such transfer or assignment shall be at the sole discretion of the
CDC.
B_ Interest of Members of CDC or City.
No member of the governing body of the CDC or City and no other officer,
employee or agent of the CDC or City who exercises any functions or
responsibilities in connection with the carrying out of the CDC's and/or City's
work shall have any personal interest, direct or indirect, in this Agreement.
C. Charges Incurred Under Agreement.
All advances, charges, costs and expenses incurred or paid by the CDC in
exercising any rights, power or remedy conferred by this Agreement or in the
enforcement thereof, shall be paid to the CDC by City within ten (10) days and
without demand, with simple interest thereon at the rate of ten percent (10%) per
annum.
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D. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of California, to the jurisdiction of which the parties hereto submit.
E. Time of the >,ssence.
Time is of the essence of each and every provision of this agreement.
F. Notice .
Notices or other communications given under this Agreement shall be in writing
and shall be served personally or transmitted by first class mail, postage prepaid.
Notices shall be deemed received either at the time of actual receipt or, if mailed in
accordance herewith, on the third (3rd) business day after mailing, whichever
occurs first. Notices shall be directed to the parties at the following addresses or
at such other addresses as the parties may indicate by notice:
CDC: Community Development Commission of the
City of Rohnert Park
6750 Commerce Blvd
Rohnert Park, CA 94928 -2486
Attention: Executive Director
City: City of Rohnert Park
6750 Commerce Blvd
Rohnert Park, CA 94928 -2486
Attention: City Manager
G. Headings.
The titles and headings of the various sections of this Agreement are intended
solely for reference and are not intended to explain, modify or place any
interpretation upon any provision of this Agreement_
H. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of
this Agreement shall be prohibited or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such or the remaining provisions of this Agreement.
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1. W 'ver.
No waiver of any provision of this Agreement shall be deemed or shall constitute a
waiver of any other provision, whether or not similar, nor shall any waiver
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v.uuaulaa5 "r vva. l`o wai`v'er s11a11 Ulu V111U1118 u1nuss execUiulg H1
writing by the party making the waiver.
J. Number and Gender.
As used in this Agreement, the masculine, feminine or neuter gender, and the
singular or plural number, shall each include the others whenever the context so
indicates or requires.
K. Further Assumces.
The parties shall execute, acknowledge, file or record such other instruments and
statements and shall take such additional action as may be necessary to carry out
the purpose and intent of this Agreement.
I,_ Binding J�ffect.
This Agreement shall be binding upon and inure to the benefit of the parties'
respective heirs, legal representatives, successors and assigns.
M. Entire Agreement.
This Agreement constitutes the entire agreement between the parties and
supersedes all prior or contemporaneous agreements, representations, warranties
and understandings of the parties concerning the subject matter contained herein,
written or oral. No change, modification, addendum or amendment to any
provision of this Agreement shall be valid unless executed in writing by each party
hereto.
N. Attorneys' Fees.
In the event of any litigation arising out of this Agreement, the prevailing party in
such action, or the nondismissing party where the dismissal occurs other than by
reason of a settlement, shall be entitled to recover its reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees and costs paid
or incurred in good faith. The "prevailing party,",
arty, for purposes of this Agreement,
shall be deemed to be that party who obtains substantially the result sought,
whether by settlement, dismissal or judgment.
G
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the day
and year first above written.
DC:
COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF ROHNERT PARK
By:
Executive Director Stephen R. Donley
Per CDC Resolution No. 2006- 11 adopted
by the Commission on June 27, 2006
Attest:
Deputy Secretary
Approv d as to form:
v
sist nt General Counsel Gabrielle P. Whelan
CITY
CITY OF ROHNERT PARK
Attest:
Deputy City Clerk
Ap r ved as to form:
. )IJI'vj, P f�11,
Assistant City Attorney Gabrielle P. Whelan
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City Manager Stephen R. Donley
Pet Reso. No. 2006 -176 adopted by
the City Council on 6/27/06