RESOLUTION R20XX-XX
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NAPA, STATE OF CALIFORNIA, (1) DETERMINING AND DECLARING 0.47 ACRES OF CITY OWNED REAL PROPERTY AT THE SOUTHEAST CORNER OF RANDOLPH AND SECOND STREETS (APN 003-212-001) AS EXEMPT SURPLUS LAND PURSUANT TO GOVERNMENT CODE SECTION 54221(F)(1)(B) OF THE SURPLUS LAND ACT; AND (2) AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDED AND RESTATED AGREEMENT (AGREEMENT NO. C2017-037) WITH JAMES F. KELLER FOR THE PURCHASE AND SALE OF THAT CITY PROPERTY FOR $2,700,000.
WHEREAS, the City owns an approximately 0.47-acre parcel located at the southeast corner of Second and Randolph Streets (APN 003-212-001; the “Parking Lot Property) that is currently used as a surface parking lot; and WHEREAS, James F. Keller (“Keller”) has an equitable interest in the properties located adjacent to the Parking Lot Property, on the southeast corner of Second and Randolph Streets (APN 003-300-014) and on the southwest corner of Second and Randolph Streets (APN 003-208-001; the “Post Office Property”), the latter of which contains the historic Franklin Station Post Office that was badly-damaged in the 2014 earthquake; and WHEREAS, on February 14, 2017, City and Keller entered into that Agreement No. C2017-037 entitled Agreement of Purchase and Sale and Joint Escrow Instructions for the Parking Lot Property (the “PSA”), that required, among other requirements and obligations, that the parties enter into a development agreement for the consolidated redevelopment of the City Parking Lot and the Post Office Property, including the rehabilitation and adaptive reuse of the damaged, historic Franklin Station Post Office building (the “Project”); and WHEREAS, City, Keller, and a Keller affiliated entity entered into that certain Development Agreement for the Project entitled City Agreement No. C2019-036 effective as of February 22, 2019, which was amended pursuant to Amendments No. 1, No. 2 and No. 3 to City Agreement No. C2019-036 (collectively, the “DA”); and WHEREAS, Keller has been in the process of reconfiguring and redesigning the Project and desires to revise and replace the PSA and the DA to facilitate a revised Project that will continue to rehabilitate the historic Franklin Station Post Office building for commercial adaptive reuse as originally-contemplated under the DA and provide additional residential and commercial use opportunity in Downtown Napa (the “Revised Project”); and WHEREAS, the Surplus Land Act (Government Code Sections 54220 et seq.; the “SLA”) requires a local agency, such as the City, to follow certain procedures to dispose of “surplus land” or declare land to be “exempt surplus land” at a regular meeting prior to disposition; and WHEREAS, to the extent a property is not needed for City’s use, the City is required under the SLA to declare the property as either “surplus land” or “exempt surplus land” before it takes action to dispose of that property; and WHEREAS, the Parking Lot Property qualifies as “exempt surplus land” because “it is less than one-half acre in area and is not contiguous to land owned by a state or local agency that is used for open-space or low-and moderate- income housing purposes” (Government Code Section 54221(f)(1)(B)); and WHEREAS, any sale of the Parking Lot Property to Keller would be conditioned, among other items, on the City’s completion of the necessary environmental review of the Revised Project in accordance with the California Environmental Quality Act (“CEQA”), the City’s approval of a Revised Development Agreement, and the City’s approval of all discretionary approvals needed to develop the Revised Project in the manner described in the Revised Development Agreement; 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 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 has determined, based on the whole record before it, including the Amended and Restated Agreement No. C2017-037 entitled Agreement of the Purchase and Sale and Joint Escrow Instructions for the Parking Lot Property in the form attached hereto as Exhibit A (the “Amended PSA”), the administrative record, and all other written and oral evidence before it, that the Amended PSA is not subject to environmental review under CEQA as it does constitute a commitment to the approval of the Revised Project, as a whole or to any particular features thereof, whether occurring on or off of the Property, and that the City retains discretion to consider feasible mitigation measures and alternatives to the Revised Project (including a “no project” alternative), or disapprove of the Revised Project altogether.
The Parking Lot Property is not necessary for the City’s use and is deemed “exempt surplus land” pursuant to Government Code Section 54221(f)(1)(B) because it is approximately 0.47 acres in area (less than one-half acre) and not contiguous to land owned by a governmental agency that is used for open space or low- or moderate-income housing purposes. Therefore, pursuant to the SLA, the City may dispose of the Parking Lot Property without further complying with the requirements of the SLA.
The City Manager has the authority execute the “Amended PSA. Among other terms, the Amended PSA sets forth the terms by which the City will convey the Parking Lot Property to Keller in return for the purchase price of $2,700,000 based on the appraised value of the Parking Lot Property, and other terms and conditions as set forth therein.
This resolution will 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 24th day of June, 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: ________________________
Tiffany Carranza
City Clerk
Approved as to form:
_________________________
Christopher Diaz
Interim City Attorney
ATTACHMENT 1
R20XX-XX Page PAGE 3 of NUMPAGES 3 June ##, 2025
ATTACHMENT __
R20XX-XX Page PAGE 1 of NUMPAGES 1 Type approved date of resolution here