RESOLUTION R2022-XX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NAPA, STATE OF CALIFORNIA, (1) DECLARING APPROXIMATELY 0.75 ACRES OF REAL PROPERTY, GENERALLY INCLUDING THE SURFACE PARKING LOT LOCATED AT THE SOUTHEAST CORNER OF PEARL STREET AND COOMBS STREET, AS EXEMPT SURPLUS LAND UNDER THE STATE SURPLUS LANDS ACT PURSUANT TO GOVERNMENT CODE SECTION 54221(F)(1)(G); (2) AUTHORIZING THE CITY MANAGER TO EXECUTE AN ASSIGNMENT OF THE PURCHASE AND SALE AGREEMENT FOR THAT PROPERTY (CITY AGREEMENT NO. C2020-174) FROM NAPA PARKWAY PLAZA, LLC, TO COOMBS STREET LLC; AND (3) AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO AGREEMENT NO. C2020-174 TO FACILITATE COUNCIL’S FUTURE CONSIDERATION OF A DEVELOPMENT AGREEMENT FOR THAT PROPERTY WHEREAS, the City of Napa (“City”) owns an approximately 0.75 acre surface parking lot with 52 parking stalls located at the southeast corner of Pearl Street and Coombs Street (APN’s 003-166-008 &-011) (“Subject Property”); and WHEREAS, on February 1, 2000, the City entered into a License Agreement (City Agreement No. 7583; hereinafter “License Agreement”) with the owner of the real property located at 1116 First Street and improved with a retail department store (formerly Mervyn’s, and currently Kohl’s,) (the “Kohl’s Site”) by which the City is contractually obligated to provide a minimum of 317 parking stalls for the benefit of the department store during its lease term, which currently expires on July 31, 2031; and WHEREAS, the real property on which the City is required to provide parking for the benefit of the department store is defined in the License Agreement as the “Parking Areas,” generally located within walking distance of the Kohl’s Site, and it includes the Subject Property; and WHEREAS, the State Surplus Lands Act (Government Code Sections 54220 – 54234; or “SLA”) generally requires local agencies (such as the City) to follow specific procedures to notify the public regarding the availability of “Surplus Land” before it is sold, to provide an opportunity for the public to propose and negotiate for the possible development of projects that meet the State’s goals, focused on the provision of affordable housing, and also including opportunities for the development of parks and schools; and WHEREAS, the City is required under the SLA to declare the Subject Property either “surplus land” or “exempt surplus land,” prior to taking action to dispose of the Subject Property; and WHEREAS, the SLA defines “Exempt Surplus Land” that is not required to follow the procedural requirements of the SLA to include (among other exemptions): “Surplus land that is subject to valid legal restrictions that are not imposed by the local agency and that would make housing prohibited, unless there is a feasible method to satisfactorily mitigate or avoid the prohibition on the site” (Government Code Section 54221(f)(1)(G)); and WHEREAS, the License Agreement is a valid legal restriction on the City’s use of the Subject Property since the City is legally obligated to provide publicly available parking on the Subject Property, which means housing is prohibited (as it is in conflict with a surface parking lot use), the City did not impose the property restriction as it was a requirement of an integrated project for the department store and the City may not modify the current obligation to provide parking without negotiations with, and the agreement of, the owner of the Kohl’s Site; and WHEREAS, on July 31, 2020, the City entered into a Purchase and Sale Agreement (City Agreement No. C2020-174; hereinafter “Sale Agreement”) with Napa Parkway Plaza, LLC (the owner of the Kohl’s Site; hereinafter “Owner”)), by which: (a) the Owner committed to providing alternative parking solutions for the department store that would result in a termination of the License Agreement; in return for which (b) the City would sell the Subject Property to the Owner for the planned purpose of developing a mixed-use project including approximately 120 rental units (with 15% restricted to 120% AMI affordability), approximately 25,000 square feet of retail, a hotel with approximately 200 rooms, public parking, and outdoor and public spaces; and WHEREAS, when the City Council approved the Sale Agreement on June 23, 2020, it included Recital E which provided: “City has determined that the purchase and sale transaction contemplated by this [Sale] Agreement is exempt from the requirements of the Surplus Lands Act (California Government Code section 54220, et seq.) because the [Subject] Property is subject to valid restrictions to satisfy the Kohl’s Parking Obligation;” and WHEREAS, the contracting party under the Sale Agreement has sold its interests in the Kohl’s Site to Coombs Street LLC (“Coombs”), and Coombs has been working with good faith diligence to pursue the project proposed under the Sale Agreement, and Coombs has made substantial progress toward negotiating and drafting the Development Agreement contemplated by the Sale Agreement; and WHEREAS, the City is supportive of the assignment of the Sale Agreement to Coombs, and the City is supportive of amending the internal milestones under the Sale Agreement in order to facilitate the finalization of a proposed Development Agreement, to be presented to Council for consideration at a future Council meeting; and WHEREAS, the City Council has considered all information related to this matter, as presented at the public meetings of the City Council identified herein, including any supporting reports by City Staff, and any information provided during public meetings.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Napa, as follows:
The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct, and establish the factual basis for the City Council’s adoption of this Resolution.
The City Council hereby declares the Subject Property “exempt surplus land” pursuant to Government Code Section 54221(f)(1)(G) and determines that the City may dispose of the Subject Property without further complying with the requirements of the SLA.
The City Council hereby authorizes the City Manager to execute the Assignment of Agreement No. C2020-174 (Agreement of Purchase and Sale and Joint Escrow Instructions for property identified as 1051 – 1199 Pearl St.; APN’s 003-166-008, and 003-166-011) among Napa Parkway Plaza, LLC (“Assignor”) and Coombs Street LLC (“Assignee”).
The City Council hereby authorizes the City Manager to execute the First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions (Agreement No. C2020-174) with Coombs Street LLC, for property identified as 1051 – 1199 Pearl St.; APN’s 003-166-008, and 003-166-011).
This Resolution shall take effect immediately upon its adoption.
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City Council of the City of Napa at a public meeting of said City Council held on the 19th day of July, 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: ________________________
Tiffany Carranza
City Clerk
Approved as to form:
_________________________
Michael W. Barrett
City Attorney
ATTACHMENT 1
R2022-XX Page PAGE 1 of NUMPAGES 3 July 19, 2022
ATTACHMENT __
R20XX-XX Page PAGE 1 of NUMPAGES 1 Type approved date of resolution here