Agenda Item No. 6G August 11, Honorable Mayor and City Council Attention: Laura C. Kuhn, City Manager. Gerald L. Hobrecht, City Attorney

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1 TO: FROM: Honorable Mayor and City Council Attention: Laura C. Kuhn, City Manager Gerald L. Hobrecht, City Attorney Agenda Item No. 6G August 11, 2015 SUBJECT: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE APPROVING THE FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT (RECIPROCAL PARKING EASEMENT AGREEMENT DATED DECEMBER 27, 2013 BY AND BETWEEN THE CITY OF VACAVILLE, THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF VACAVILLE, THE JIMMY DOOLITTLE AIR AND SPACE MUSEUM EDUCATION FOUNDATION AND THE SOLANO COMMUNITY COLLEGE DISTRICT DISCUSSION: In 2010, the City entered into a Property Exchange Agreement with CT-Stocking, LLC ( CT and the former Redevelopment Agency of the City of Vacaville ( RDA by which the City and CT exchanged properties located north of the Nut Tree Shopping Center. As part of the exchange, the City, CT and the former RDA entered into a second agreement, entitled Reciprocal Parking Easement Agreement ( RPEA dated June 1, The RPEA required CT to construct parking improvements on its property ( Property and grant to the City and the former RDA parking easements over the Property. In 2013, CT notified the City of its intent to convey the Property to The Jimmy Doolittle Air and Space Museum Education Foundation ( Foundation. Section 7.17(b of the RPEA required City approval of the conveyance. On December 10, 2013, the City Council approved the conveyance by its approval of that certain Assignment and Assumption Agreement (Reciprocal Parking and Easement Agreement, executed and recorded on December 27, 2013 ( Assignment and Assumption Agreement. The Foundation intends to use the Property as an air and space museum and an aeronautics education facility, the latter to be developed and operated by the Solano Community College District. In order to develop the education facility, the District must be the sole owner of the land on which the facility will be located. The Property currently consists of two separate parcels of land. The Foundation wishes to convey one of the two parcels to the District for the education facility. City approval of the conveyance, then, is required under Section 7.17(b of the RPEA. The attached resolution approves the assignment and assumption and authorizes the City Manager to execute an amendment to the Assignment and Assumption Agreement on the City s behalf substantially in the form attached as Exhibit A to the resolution. The resolution also authorizes the City Manager to execute any and all other documents on the City s behalf necessary to accomplish the assignment and assumption. FISCAL IMPACT: There is no impact to the City General Fund. RECOMMENDATION: By simple motion, adopt the subject resolution. ATTACHMENTS: Resolution Action Item

2 RESOLUTION NO RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE APPROVING THE FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT (RECIPROCAL PARKING EASEMENT AGREEMENT DATED DECEMBER 27, 2013 BY AND BETWEEN THE CITY OF VACAVILLE, THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF VACAVILLE, THE JIMMY DOOLITTLE AIR AND SPACE MUSEUM EDUCATION FOUNDATION AND THE SOLANO COMMUNITY COLLEGE DISTRICT WHEREAS, the City of Vacaville ( City entered into that certain Reciprocal Parking Easement Agreement dated as of June 1, 2011 recorded in the Official Records of Solano County on June 28, 2011 as Document Number ("RPEA", relating to, among other things, the construction of certain parking improvements on real property owned by CT-Stocking, LLC ( Property for the benefit and use of the Property, an adjacent parcel owned by the City, and an adjacent parcel owned by the former Redevelopment Agency of the City of Vacaville ( RDA ; and WHEREAS, on December 10, 2013, the City Council adopted Resolution by which it approved conveyance of the Property to The Jimmy Doolittle Air and Space Museum Education Foundation, a California nonprofit public benefit corporation ( Foundation as memorialized in that certain Assignment and Assumption Agreement (Reciprocal Parking Easement Agreement dated December 27, 2013 and recorded in the Official Records of Solano County of even date as Document Number ( Assignment and Assumption Agreement ; and WHEREAS, the Foundation has notified the City of the Foundation s intent to convey a portion of the Property to the Solano Community College District; and WHEREAS, Subsection 7.17(b of the RPEA provides that such conveyance requires the City s consent, by execution of an assignment and assumption agreement or similar document; and WHEREAS, attached hereto (Exhibit A is a First Amendment to Assignment and Assumption Agreement ( First Amendment by which the City approves the assignment and assumption. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Vacaville hereby approves the assignment and assumption and authorizes the City Manager to execute the First Amendment substantially in the form attached hereto as Exhibit A with such changes that may be approved by the City Attorney without changing the substance thereof; and, BE IT FURTHER RESOLVED that the City Council of the City of Vacaville does hereby authorize the City Manager to execute any and all other documents on the City s behalf necessary to accomplish said assignment and assumption including, but not limited to, amendment of the RPEA. I HEREBY CERTIFY that the foregoing resolution was introduced and passed at a regular meeting of the City Council of the City of Vacaville, held on the 11th day of August, 2015, by the following vote: ATTEST: AYES: NOES: ABSENT: Michelle A. Thornbrugh, City Clerk

3 EXHIBIT A RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Vacaville 650 Merchant Street Vacaville, CA Attn: City Manager No fee for recording pursuant to Government Code Section (SPACE ABOVE THIS LINE FOR RECORDER S USE FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Reciprocal Parking Easement Agreement This First Amendment ( First Amendment to that certain Assignment and Assumption Agreement (the Assumption Agreement entered into on or about December 27, 2013 (which Assumption Agreement was recorded in the Official Records of Solano County, California as Instrument No is entered into by and among the City of Vacaville, a municipal corporation (the City, the Successor Agency of the Redevelopment Agency of the City of Vacaville, a public body formed pursuant to California Health and Safety Code Section 34173(a, the successor-in-interest to the Vacaville Redevelopment Agency (the Agency, the Jimmy Doolittle Air and Space Museum Education Foundation, a California nonprofit public benefit corporation ( Doolittle and the Solano Community College District, a California community college district ( SCC. The City, the Agency, Doolittle and SCC shall collectively be referred to as the Parties. ECITALS A. On or about December 27, 2013, the City, the Agency and Doolittle entered into the Assumption Agreement, which provided, in part, for the approval by the City and the Agency of the assignment and assumption of certain rights and obligations benefiting and burdening certain real property, including property owned by Doolittle s predecessor-in-interest, CT Stocking, LLC (the CT Stocking Property, identified in Exhibit A of the Assumption Agreement. Legal title to the CT Stocking Property was taken in the name of Doolittle on or about December 27, The rights and obligations that were the subject of the Assumption Agreement are set forth in that certain Reciprocal

4 Parking Easement Agreement dated June 1, (the RPEA. The RPEA was entered into by the Agency, the City and CT-Stocking, LLC, which was recorded on or about June 28, 2011 in the Official Records of Solano County, California as Instrument No , thereby encumbering the CT Stocking Property. B. Upon the execution of this First Amendment, title to a portion of the CT Stocking Property, consisting of Parcel 5 of the Amended Site Map, as defined in the RPEA, will be transferred from Doolittle to SCC and, upon such transfer, Doolittle and SCC shall jointly and severally hold the rights and shall jointly and severally be responsible for the obligations set forth in the RPEA. The City and the Agency desire to acknowledge and consent to the joint assignment and assumption of the RPEA and the Escrow Instructions and Escrow Funds as defined in the Assumption Agreement (collectively the Assumed Rights and Obligations by Doolittle and SCC. C. Copies of the Assumption Agreement and the RPEA are hereto and made a part hereof by this reference. NOW THEREFORE, in consideration of the foregoing, and in consideration of the mutual promises of the Parties hereto and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed to, the Agency, the City and Doolittle hereby agree to amend the Assumption Agreement as set forth in this First Amendment and SCC agrees as follows: Section 1. Assignee and SCC shall collectively be treated as the Assignee under the terms of the Assumption Agreement, thereby causing Doolittle and SCC to collectively assume all of the Assumed Rights and Obligations, as defined above and in the Assumption Agreement. SCC, jointly and severally with Doolittle, herby agrees to perform all of the terms, covenants, obligations and conditions imposed upon the Assignor (as defined in the Assumption Agreement under the RPEA and the Escrow Instructions as if SCC and Doolittle were collectively the original signatory thereto in lieu of CT Stocking, LLC. The City and the Agency hereby acknowledge and consent to the addition of SCC as a co-assignee with Doolittle as described above in this Amendment. Section 2. By quit claim deed to be recorded in the Official Records of Solano County, California, with the delivery hereof, Doolittle will convey Parcel 5 to SCC as said Parcel 5 is described in Exhibit A of the Assumption Agreement (together with the easements described as Tract Two and Tract 3 of said Exhibit A. The Effective Date of this First Amendment shall be the date of recording of said quit claim deed. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the Effective Date.

5 DOOLITTLE: THE JIMMY DOOLITTLE AIR AND SPACE MUSEUM EDUCATIONAL FOUNDATION, a California nonprofit public benefit corporation By: Brian McInerney, President SCC: SOLANO COMMUNITY COLLEGE DISTRICT, a California community college district By: Stan Arterberry, Interim Superintendant/President AGENCY: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF VACAVILLE, a public body formed pursuant to California Health and Safety Code Section 34173(a By: Laura C. Kuhn, Executive Director APPROVED AS TO FORM: By: Gerald L. Hobrecht, Agency Counsel CITY: CITY OF VACAVILLE, a municipal corporation By: Laura C. Kuhn, City Manager APPROVED AS TO FORM: By: Gerald L. Hobrecht, City Attorney [To be attached: (1 Assumption Agreement, and (2 RPEA]

6 COUNTY OF SOLANO 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 signature(s on the instrument the person(s, or the entity upon behalf of which the person(s acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. COUNTY OF SOLANO 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 signature(s on the instrument the person(s, or the entity upon behalf of which the person(s acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

7 COUNTY OF SOLANO 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 signature(s on the instrument the person(s, or the entity upon behalf of which the person(s acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. COUNTY OF SOLANO 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 signature(s on the instrument the person(s, or the entity upon behalf of which the person(s acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.