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2007/01/09 City Council Resolution 2007-03RESOLUTION NO. 2007-03 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING AN AMENDED AGREEMENT FOR DEDICATION OF PUMP STATION SITE BETWEEN CITY OF ROHNERT PARK, SONOMA GREEN, LLC AND KDRP, LLC WHEREAS, implementing the City's General Plan will require sewage pump station facilities; and WHEREAS, the City and Agilent entered into an agreement to dedicate a sewage pump station site to serve future development; and WHEREAS, Sonoma Green, LLC and KDRP, LLC are successors to Agilent and have offered a substitute property for such a pump station site; and WHEREAS, the City desires to substitute the offered site; NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Rohnert Park that the said Council hereby authorizes and approves the amended agreement for dedication of pump station site; and BE IT FURTHER RESOLVED that the Mayor is hereby authorized and directed to execute the agreement for and on behalf of the City of Rohnert Park. BE IT FURTHER RESOLVED that the City Manager is authorized to execute escrow and other necessary documents to effect the property transfers described in the agreement. DULY AND REGULARLY ADOPTED this 9"' day of January, 2007. Mayor ERT BREEZE: AYE MACKENZIE: AYE SMITH: AYE STAFFORD: AYE VIDAK- MARTINEZ: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) AMENDED AGREEMENT FOR DEDICATION OF PUMP STATION SITE BETWEEN CITY OF ROHNERT PARK, SONOMA GREEN, LLC AND KDRP, LLC This Amended Agreement for Dedication of Real Property between the City of Rohnert Park and Agilent Technology, Inc.( "Agilent ") ( "Agreement ") is entered into by and between the City of Rohnert Park, a political subdivision of the State of California ( "City "), Sonoma Green LLC, a California limited liability company ( "Sonoma Green "), and KDRP LLC, a California limited liability company ( "KDRP "), the successors -in- interest to Agilent, this day of 2007. RECITALS A. The City and Agilent entered into an Agreement for Dedication of Real Property for a sewer pump station site (the "Agilent Agreement ") on December 14, 2004. B. Section 9 of the Agilent Agreement states that it is binding on Agilent's successors and assigns. C. Agilent has assigned its interest in the Agilent Agreement to Sonoma Green and KDRP. D. Sonoma Green and KDRP wish to change the location of the proposed sewer pump station si te. E. The Parties agree that the new sewer pump station site will be dedicated in connection with Sonoma Green's and KDRP's proposed development and that no development impact fee credit will be due. F. The City, Sonoma Green, and KDRP now wish to amend the Agilent Agreement to provide that the City will deed the real property formerly dedicated by Agilent and in exchange Sonoma Green and KDRP will dedicate a new sewer pump station site to the City. The parties agree as follows: AGREEMENT I . Upon City Council approval of this Agreement and subsequent execution hereof on City's behalf, the City will convey by Grant Deed the real property previously dedicated by Agilent (the "Old Pump Station Site "), described in Exhibit A to this Agreement, to Sonoma Green and KDRP. 2. Section I of the Dedication Agreement, "Agilent's Dedication to City," is amended to read as follows: I. Sonoma Green's and KDRP's Dedication to City. A. Dedication. Sonoma Green and KDRP agree to dedicate the new sewer pump station site (the "New Pump Station Site "), described in Exhibit B to this Agreement, to City, and City agrees to accept the New. Pump Station Site 9277320 80078/0012 following the offer of dedication by Sonoma Green and KDRP after City has approved in writing a preliminary title report for the New Pump Station Site. B. Condition of Title. The title to the New Pump Station Site shall be free and clear of any and all encumbrances including, without limitation, taxes, assessments, liens, easements, mortgages, deeds of trust, covenants, or any kind of benefit or burden which runs with the land. All real property taxes which may be due against the New Pump Station Site up until the date of transfer to City shall be paid by Sonoma Green and KDRP. As evidence of the state of title to the New Pump Station Site, City shall cause North Bay Title Company to issue a policy of title insurance, the form of which (ALTA or CLTA) may be selected by City and which title policy shall paid for by City. City shall notify Sonoma Green and KDRP in writing within thirty days of its receipt of the preliminary title report of any encumbrances that City requires to be removed. Sonoma Green and KDRP shall notify City in writing if Sonoma Green and KDRP are unable to remove any of those specified encumbrances. City shall then have thirty days to terminate this Agreement in writing if it does not wish to take title to the New Pump Station Site with any specified encumbrances remaining. C. Condition of the Site. I . Except as stated below, there are no representations or warranties of any kind whatsoever, express or implied, made by Sonoma Green and KDRP in connection with this Agreement, the acceptance of the dedication of the New Pump Station Site by City, the physical condition of the New Pump Station Site, or whether the New Pump Station Site complies with applicable laws. 2. City, in entering into this Agreement and in accepting the dedication of the New Pump Station Site, is relying entirely on its own investigation of the New Pump Station Site. 3. City shall accept the dedication of the New Pump Station Site in its "AS IS" condition with ALL FAULTS, and waives and releases all claims, demands, causes of action and liabilities (collectively, "Claims") against Sonoma Green and KDRP as a result of the condition or status of the New Pump Station Site except in connection with the representations set forth below. 4. Sonoma Green and KDRP represent and warrant the following to the best of each of their knowledge. (a) Leases: Contracts. There are no oral and /or written existing or pending leases, management agreements, development agreement, or other contracts with other parties regarding the New Pump Station Site. (b) Violations. No condition on the New Pump Station Site violates any health, safety, fire, environmental, sewage, building or other federal, state, or local law, code, ordinance or regulation. However, Sonoma Green 2 9277320 80078/0012 and KDRP make no warranty whatever concerning the presence or absence of the California Tiger Salamander on the New Pump Station Site. (c) Authorizations. This Agreement and all other documents delivered by Sonoma Green and KDRP to City (1) have been or will be duly authorized, executed and delivered by Sonoma Green and KDRP, (ii) are legal, valid binding obligations of Sonoma Green and KDRP, and (C) are enforceable in accordance with their respective terms. (d) Actions and Defaults. There are no existing actions, suits, proceedings, judgments, orders, decrees, arbitration awards, defaults, delinquencies or deficiencies pending, outstanding or threatened against the New Pump Station Site. (e) Agreements with Governmental Authorities. There are no agreements with governmental authorities, agents, utilities, or quasi - governmental entities which affect the New Pump Station Site that have not been disclosed to City in writing. (0 Hazardous Materials. There are no Hazardous Materials on the New Pump Station Site. Hazardous Materials for purposes of this Agreement are defined as any hazardous or toxic substance, material, or waste at any concentration that is or becomes regulated by the United States, the State of California, or any local government authority have jurisdiction over the Property. Hazardous Materials include: (1) Any "hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA)(42 United States Code sections 9601- 9675); (2) "Hazardous waste," as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA)(42 United States Code sections 6901- 6992k); (3) Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); (4) Petroleum products; (5) Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011- 22978 -4; (6) Asbestos in any form or condition; and 9277320 80078/0012 (7) Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. (g) Neither Sonoma Green nor KDRP have caused or permitted, any Hazardous Materials to be deposited or discharged into the soil or water on the New Pump Station Site; used as a dump site; (h) The New Pump Station Site is and has not been (1) There are no underground storage tanks on, under, or about the New Pump Station Site; 0) Sonoma Green and KDRP have not received any notices from any federal, state, local, or other agency to the effect that a condition exists involving Hazardous Materials on, under, or about the New Pump Station Site; (k) There are no current or pending Hazardous Materials monitoring activities currently involving the New Pump Station Site; (1) There are no current or pending clean -up or remediation orders or program concerning or on, under, or about the New Pump Station Site. 3. Section II, "City's Provision of Development Impact Fee Credit to Agilent," is amended to read as follows: II. No Development Impact Fee Credit to Sonoma Green and KDRP. A. Value of New Pump Station Site. The parties agree that the value of the New Pump Station Site is $15,000. B. Property Given to Offset Pump Station Costs. Because Sonoma Green and KDRP have entered into an agreement to fund a developer financed sewer pump station on the New Pump Station Site and because the City has no responsibility to construct said pump station, no fee credit is due from City to Sonoma Green and KDRP. Dedication of the land and construction of the pump station would be a condition of development of subject properties and is not part of the City's Development Impact Fee Program. Consideration for the New Pump Station Site .is the City's agreement to maintain the site and constructed pump station. 4. Section III, "Miscellaneous," is amended to read as follows: III. Miscellaneous. A. Term of Agreement. This Agreement shall remain in force until the deed for the Old Pump Station Site and the deed for the New Pump Station Site are both recorded. The parties acknowledge that the deed for the New Pump 4 9277320 80078/0012 Station Site was previously recorded on June 28, 2006 under document No 2006- 80692, Sonoma County Records. B. Entire Agreement. This Agreement supersedes all other prior or concurrent oral or written agreements, understanding or representations relating to the Old Pump Station Site or the New Pump Station Site. C. Further Assurances. Whenever and so often as reasonably requested by any party, the other party(ies) will promptly execute and deliver or cause to be executed and delivered all such other further instruments, documents, or assurances, and promptly do or cause to be done all such other and further things as may be reasonably necessary or proper and usual in order to provide to the other party(ies) all rights, interests, powers, benefits, privileges, and advantages conferred or intended to be conferred upon it by this Agreement. D. Time is of the Essence. Time is of the essence in the performance of this Agreement. E. Exhibits. All exhibits attached to this Agreement are incorporated by reference as though fully set forth herein. F. Notices. Any notice required or desired to be given regarding this Agreement shall be in writing and given by certified mail return receipt requested. Any notice or report addressed to City or Sonoma Green and KDRP at their respective addresses set forth below shall be deemed to have been given if properly addressed and deposited in the mail (certified, return receipt requested) on the first business day after the date shown on the return receipt for acceptance or rejection. For this purpose, a "business day" shall be any day excluding Saturdays, Sundays, and state and federally recognized holidays. A copy of each notice to City shall be delivered to City Manager, City of Rohnert Park, 6750 Commerce Blvd., Rohnert Park, CA 94928. A copy of each notice to Sonoma Green shall be delivered to Sonoma Green LLC, P O Box 3550, Rohnert Park, CA 94928,. A copy of each notice to KDRP shall be delivered to KDRP LLC, P O Box 11218, Santa Rosa, CA 95406. G. Assignment: Binding Effect. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators and successors and assigns of City and Sonoma Green and KDRP. H. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 5 9277320 80078/0012 I. Governing Law. The Laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agilent Agreement as of the day and year written above. CITY OF ROHNERT PARK By: Its: ATTEST: By: City Clerk APPROVED AS TO FORM: McDonough Holland & Allen PC By: Gabrielle Whelan, Assistant City Attorney 6 927732v5 80078/0012 SONOMA GREEN, a California Limited Liability Company B z Y: Its: tA tq-tj " —,,- KDRP, a California Company �- IC Its: ` K44 kj,4q cz ility RECORDING REQUESTED BY: City of Rohnert Park AND WHEN RECORDED MAIL THIS DEED AND UNLESS OTHERWISE SHOWN BELOW, MAIL TAX STATEMENTS TO: City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 b�F V TC$ L) C- .t}�cNc JUN 2 8 2006 GRANT DEED CONFORMED COPY NOT COMPARED WITH ORIGINAL SONOMA COUNTY C;?6c&cROtiqa SPACE ABOVE THIS LINE FOR RECORDER'S USE I2r*T 1170Z The undersigned grantor(s) declare(s): A:P.N.: 046 – 051 – 043 (Portion) Documentary Transfer Tax is $ -0- City Transfer Tax is $ -0- computed on full value of property conveyed, or computed on full value less value of liens and encumbrances remaining at time of sale. Unincorporated area 0 City of Rohnert Park FORA VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Sonoma Green, LLC a California limited liability company, and KDRP LLC, a California limited liability company hereby GRANT(s) the CITY OF ROHNERT PARK, a Municipal Corporation the following described real property in the City of Rohnert Park County of Sonoma, State of California: SEE EXHIBIT "A" FOR LEGAL DESCRIPTION ATTACHED HERETO AND BY REFERENCE MADE A PART HEREOF. SEE EXHIBIT "B" FOR GRAPHIC ILLUSTRATION ATTACHED HERETO FOR INFORMATIONAL PURPOSES ONLY. DATED -? jZ / � Q-d/ STATE OF COUNTY OF �D/7�jg_ } S.S. On aj S before me, a/N�otarry Public in and for said Coo ty and State, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies) and that by his /her /their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s), acted, executed the instrument. WITNESS my hand and official seal. Signature ZLZ Sonoma Green, LLC, a California limited liability company By: �— KDRP,LC,,,a� oyiia)( , bility company A ANNA JEAN KELLER L U �� w COMM. #1438795 K 0 ° NOTARY PUBLIC - CALIFORNIA n_ SONOMA COUNTY My Comm. Expires Sept_ 9, 2007 (This area for official notarial seal) MAIL TAX STATEMENTS TO PARTY AS DIRECTED ABOVE Q doc 3!28106 "EXHIBIT B TO AGREEMM – Page 1 of 5" All that certain real property situate in the City of Rohnert Park, County of Sonoma, State of California, described as follows: BEING a portion of Parcel 1 as designated and shown on City of Rohnert Park Parcel Map No. 174, filed November 6, 2003 in Book656 of Maps, at page 19 through 23, Sonoma County Records, and being more particularly described as follows: BEGINNING at a point laying on the Westerly line of that certain right of way conveyed by Hewlett - Packard Company to The City of Rohnert Park by Grant Deed recorded June 27, 1994 in Official Records of Sonoma County under Document No. 1994 0080331, from which point the Northwest corner of said right of way bears North 000 40' 04" West (North 000 40' 33" West, Record) 1,1016.97 feet distant; thence along said Westerly line, South 00° 40' 04" East, 100.00 feet; thence leaving said Westerly line, South 890 19' 56" West, 65.00 feet; thence North 00° 40' 04" West, 100.00 feet; thence North 890 19' 56" East, 65.00 feet to the Point of Beginning. BEARINGS based on and identical to City of Rohnert Park Parcel Map No. 174, filed in Book 656 of Maps, at Pages 19 through 23, Sonoma County Records. BEING the same lands as conveyed to the Grantor by instrument recorded February 10, 2005 under Document No. 2005 017622, Sonoma County Records. "EXHIBIT A TO AGREEMENT" gpm CARLENZOLI A N D ASSOCIATES Civil Engineers — Land Surveyors — Planners EXHIBIT 'A' CANON MANOR PUMP STATION SONOMA GREEN, LLC, ET AL TO THE CITY OF ROHNERT PARK ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF ROHNERT PARK, COUNTY OF SONOMA, STATE OF CALIFORNIA, BEING A PORTION OF THE LANDS OF SONOMA GREEN, LLC AND KDRP, LLC AS DESCRIBED IN THAT GRANT DEED FILED UNDER DOCUMENT NO. 2005 041873, OFFICIAL RECORDS OF THE COUNTY OF SONOMA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A 3/" IRON PIPE, TAGGED R.C.E. 10578, SHOWN AS SET MARKING THE SOUTHEAST CORNER OF LOT 5 OF THE MAP OF "HEWLETT - PACKARD SUBDIVISION NO. 1 ", FILED IN BOOK 386 OF MAPS AT PAGE 45-47, SONOMA COUNTY RECORDS, SAID POINT ALSO BEING ON THE SOUTHERLY RIGHT OF WAY OF CAMINO COLEGIO; THENCE FROM SAID POINT OF BEGINNING, ALONG THE WESTERLY BOUNDARY OF THE LANDS OF THE CITY OF ROHNERT PARK AS DESCRIBED IN THAT CORPORATION GRANT DEED FILED UNDER DOCUMENT NO. 88 079550, OFFICIAL RECORDS OF THE COUNTY OF SONOMA, SOUTH 00 040'33" EAST, FOR A DISTANCE OF 124.96 FEET; THENCE, SOUTH 89 006'03" WEST, FOR A DISTANCE OF 63.13 FEET; THENCE, NORTH 00 040'33" WEST, FOR A DISTANCE OF 98.13 FEET; THENCE, NORTH 89 °06'03" EAST, FOR A DISTANCE OF 45.98 FEET; THENCE, NORTH 22 030'03" EAST, FOR A DISTANCE OF 29.26 FEET; THENCE, NORTH 89 °19'27" EAST, FOR A DISTANCE OF 5.63 FEET TO THE POINT OF BEGINNING. CONTAINING 6,501 SQUARE FEET (0.15 ACRES), MORE OR LESS. BASIS OF BEARINGS: MAP OF "HEWLETT - PACKARD SUBDIVISION NO. 1 ", FILED IN BOOK 386 OF MAPS AT PAGE 45-47, SONOMA COUNTY RECORDS. PREPARED BY: CARLENZOLI AND ASSOCIA RALPH H. TH" L.S. NO. 4760 LIC. EXP. 9/30/07 Q'. \Corres \1907 \Legais\L03 doc 12/30/05 r\om- LANps9 � NH -Tyo 9G� \ No. 4760 / TED_ w 325 TESCONI CIRCLE LEROY CARLENZOLI (707) 542 -6465 SANTA ROSA, CA 95401 R.C.E. No. 17913 FAX (707) 542 -1645 "EXHIBIT B TO AGREEMENT - Page 2 of 5" EXHIBIT 'B' Cq M / V0 0 c0 �,. LEG - Ip HEWLETT PACKARD Pog�EPOF SUBDIVISION NO. 1 380 MAPS 45 -47 � $6 MApS 3 N89'19'27 "E o y N 89'06'03" E 45.98 v7 cn °o 0 1; o ° cn O W N ° 0 (A m Lands of 6500 Sq. Ft. CITY OF N - ROHNERT PARK ' rn DN 88 079550 co c0 � 00 .� w N 89'06'03" E 63.13' LEQEN PO�POINT OF BEGINNING REFER�arn R1 CORPORATION GRANT DEED HEWLETT— PACKARD COMPANY TO THE CITY OF ROHNERT PARK DN 88079550 DATE 12/30/05 DRAWN BY RHT 30 0 30 scale feet 1 " = 30, LAND Tlyo Exp. 09 -07 /% No. 't OF SONOMA GREEN, LLC, ET AL TO CITY OF ROHNERT PARK PUMP STATION PARCEL 3'9qob T CARLENZOLI i� A N D -- A S S O C I A T E S ` Civil Engineers - Land Surveyors - planners JOB N 0. (f/ f/ 325 TESCONI CIRCLE, SANTA ROSA, CA 95401 1907 RALPH H. TH c S 4?� (707) 542.6465 FAX (707) 5424645 PUMP SITE EXH.dwg COPYRIGHT © 2006 CARLENZOLI "E%HIBTT B TO AGREEMENT — Page 3 of 5" RESOLUTION NO. 2006 -158 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK ACCEPTING DEDICATION OF REAL PROPERTY FROM SONOMA GREEN, LLC AND KDRP LLC LOCATED NEAR 1212 VALLEY HOUSE DRIVE, A PORTION OF APN 046-05 1-033 WHEREAS; implementing the City's General Plan will require sewage pump st.ation .facilities; and WHEREAS, Sonoma Green, LLC and KDRP LLC have offered a portion of their property for such a pump station site; and WHEREAS, the City desires to accept the offered site; NOW, THEREFORE BE IT RESOLVED by the City Council of the City of Rohnert Park that the said Council hereby accepts the attached Grant Deed; and BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute the Certificate of Acceptance for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 13'h day of June, 2006. ATTEST: City Clerk CITY OF ROHNERT P. Mayor Tj BREEZE: AYE FLORES: AYE MACKENZIE: AYE VIDAK- MARTIIVEZ: AYE SMITH: AYE AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0) "EXHIBIT B TO AGREEMENT - Page 4 of S "' 'CERTIFICATE OF ACCEPTANCE This is to certify the interest in real 'property conveyed herein is hereby accepted by order of the Council of the City of Rohnert Park pursuant to Council ResolutionA)R inane -No. 2006 -158 Dated June 13 2006 and grantee consents to recordation thereof by its duly authorized officer: CITY OF. ROHNERT PARK D 13 {m R Donley, City Manager "EXHIBIT B TO AGREEMENT - Page 5 of 5"