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HomeMy WebLinkAboutUkiah Valley Sanitation District 2011-11-01AGREEMENT REGARDING REAL PROPERTY ACQUISITION This Agreement is entered on~, 2011 ("Effective Date"), between the City of Ukiah ("City") and the Ukiah Valley Sanitation District ("District"). Collectively, the City and the District may be referred to herein as "the Parties." RECITALS: 1. Under a Participation Agreement, dated July 19, 1995, the City operates and maintains as a unified system the trunk sewer and collection system located in the City and the District and the wastewater treatment plant ("WWTP") located in the City. The City also bills and collects sewer fees for the District. All monthly sewer fees in the City and the District are deposited in the City/District Sewer Fund which is assigned Fund No. 612. The combined expenses of the unified sewer system are paid from this account. City and District connections fees are deposited into the City Sewer Capital Improvement Fund No. 620 and the District Capital Improvement Fund No. 650 respectively. 2. The City and the District collectively maintain Fund No. 614, Sewer Capital Projects Fund. This fund was created to record the capital improvement projects portion of the sewer revenue from the 2005 Sewer Improvement Bonds Rate calculation and is funded by revenue transferred from fund No. 612. 3. The City owns and operates the WWTP. On December 15, 2004, the City and the District entered Amendment No. 2 to the Participation Agreement which determines how the parties share the costs and benefits of a major upgrade and expansion of the WWTP. 4. On May 18, 2011, the City entered escrow on 43 acres of agricultural land ("the Property") located at 3495 Taylor Drive, Ukiah, CA, APN 184-150-01, and more particularly described in the attached Exhibit A, in the amount of $340,000 plus 4.5% commission expense and all of the escrow fees and other closing costs, which are to be paid by Buyer under the Purchase Agreement. Purchase of this property will be made from the Joint City/District Fund 614, Sewer Capital Projects with the City paying 52.5% and the District paying 47.5% of the total costs listed above, both Parties agreeing to the terms of the purchase agreement. 5. Under Amendment No. 1 to the Participation Agreement, the City and the District must enter a separate written agreement for any sewer system expense which is a capital expenditure of more than $100,000 that was not included in an approved budget prior to the 1997/1998 fiscal year, other than for repair or replacement of existing facilities or equipment. 6. On terms and conditions as further stated herein, this agreement authorizes the City to expend funds from Fund No. 614 in the amount of the purchase price, real estate commission and closing costs from each Party's share of said fund. AGREEMENT: Wherefore, in consideration of and reliance upon the above recitals and the terms and conditions as further stated herein, the parties hereby agree as follows. 1. Use of Fund No. 614 for Purchase of Property located at 3495 Taylor Drive, Ukiah. The City may withdraw $355,300 for purchase price and real estate commission, and in the amount of escrow fees and other Buyer's closing costs to be determined upon close of escrow from Fund 614 for the purchase of the property, with 52.5% of that amount to be contributed from the City's share of said fund and 47.5% of that amount to be contributed from the District's share of said fund. 2. Deposit of Proceeds in the Event of Disposition of All or Part of 3495 Taylor Drive Property During Term of Participation Agreement. In the event the City disposes of all or part of the 3495 Taylor Drive property, whether by sale, lease or any other means, it shall make a payment calculated in accordance with paragraph 4. In the event the City makes any use of all or part of the 3495 Taylor Drive Property other than for the operation, improvement or expansion of the WWTP ("unrelated use"), it shall pay for that use in accordance with paragraph 4. All such payments shall be deposited in Fund No. 614 and credited to the City and the District in proportion to their respective contributions to costs to acquire the Property. The District must give prior approval for any such disposition or unrelated use. (Collectively, "a triggering event.") 3. Payment for 3495 Taylor Drive Property Upon Termination of Participation Agreement. In the event that the Participation Agreement terminates for any reason, and as a result of such termination, the District no longer uses the WWTP to treat sewage from the District's collection system, the City shall pay directly to the District forty seven and one-half percent (47.5%) of the fair market value of the Property still being used by the WWTP in accordance with paragraph 4.a and for the depreciated value of improvements in accordance with paragraph 4.b. If the City elects to sell the Property upon such termination of the Participation Agreement, the sale must comply with paragraph 4.c, and the City shall pay 47.5% of the sale proceeds directly to the District. 4. Fair Market Value Determination. a. Unless the parties agree to another method of determining fair market value, fair market value shall be based on the value of the Property in an unimproved condition determined within six months of a triggering event. The appraisal shall be made by an appraiser approved by the City and the District. Funds from Fund No. 614 shall be used to pay the appraisal fee with each party paying one-half of the cost. In the event the parties cannot agree on a single appraiser, they may each retain an appraiser at their own expense. If the appraised fair market values determined by the two appraisals are within 10% of each other, the fair market value shall be the average of the two appraisals. Otherwise, the two appraisers shall select a third appraiser to review both appraisals and 2 decide which is the more accurate. The party whose appraisal is found less accurate shall pay the fee of the third appraiser. b. The City shall pay for the depreciated value of improvements constructed on the Property prior to a triggering event. The depreciated value shall be determined by assigning a useful life to the improvements when they are completed and depreciating them, based on the construction cost, using the straight line method of depreciation. If the payment is made pursuant to paragraph 3, the City shall make its payment directly to the District, the amount of which shall be determined by multiplying the depreciated value of the improvements by a contribution percentage. "Contribution percentage" means a percentage determined by dividing the number of sewer service units in the District by the total number of sewer service units in the City and the District. This calculation shall be based on the number of sewer service units as of the date that the improvements were completed. c. If all or part of the Property is offered for sale on the open market in an arms length transaction, the City may not accept an offer that is less than 90% of the appraised value of the Property as determined herein, except that the appraisal shall be based on the Property in its improved condition, and the City shall not be liable for the depreciated value of the improvements or a contribution percentage as provided in paragraph 4.b. The proceeds of the sale permitted under this subparagraph (not the appraised fair market value) must be deposited in Fund No. 614 in proportion to each Party's contribution to the costs of acquisition or paid to the District, depending on whether the sale occurs under paragraph 2 or 3. 5. Income Produced by the Property to be Deposited in Fund No. 612. All proceeds from any lease on the property or any other income to the City produced by the Property shall be deposited in Fund No. 612. 6. Management of Property. The City shall manage the Property pursuant to the Participation Agreement and all expenses of owning the property shall be paid from Fund No. 612 Account. 7. Notice. Whenever written notice is required or permitted by this Agreement, it shall be deemed given when actually received, if delivered by personal delivery, fax, registered or certified mail or overnight courier, or 48 hours after deposit in the United States Mail with proper first class postage affixed thereto, when addressed or sent as follows: CITY OF UKIAH Attention: City Manager Ukiah Civic Center 300 Seminary Avenue Ukiah, CA. 95482 FAX: 463-6204 UKIAH VALLEY SANITATION DISTRICT Attention: District Manager 387 N. State St, Ste. 101 Ukiah, CA 95482 FAX: 707-462-4429 8. Integration. This Agreement together with the Participation Agreement, and Amendment Nos. I and 2, thereto, contain the entire agreement between the City and the District concerning the wastewater treatment plant and the City's operation of the sewer systems in the City and the District. Together, these agreements supercede and replace any other statements, agreements, or understandings between the Parties concerning the subject matter of this agreement. 9. Duplicate Originals. Two or more copies of this agreement may be executed by the Parties. Each such copy, bearing the original signatures of the Parties, shall be considered an original agreement, admissible in any administrative or judicial proceedings as evidence of the agreement between the Parties. 10. No Third Party Beneficiaries. The Parties intend this agreement for the sole benefit of the Parties and do not intend to confer any rights under the Agreements or any right to enforce the Agreements on any person or entity who is not a Party. WHEREFORE, the Parties have entered this Agreement on the Effective Date. CITY OF UKIAH By: Jane C tubers, City Manager AT ST: J e Currie, City Clerk Approved as to form: David-Raport, City Attorney UKIAH VALLEY SANITATION DISTRICT Approved as to form: Ross Walker, Deputy County Counsel 4 Rick Kennedy, District Manager/C1 Linda Brown From: David Rapport <drapport@pacbell.net> , Sent: Tuesday, September 27, 2011 2:55 PM ® To: ®i Ukiah Valley Sanitation District Cc: Ross Walker; Jarod Thiele; Linda Brown Subject: Re: Pre-Treatment Program for Sanitary Waste Attachments: UVSD-City 3495 Taylor Drive agreementFINAL.doc - . c } h- ,doe Ross and Rick - Attached is the latest version of the cost sharing agreement for this purchase. The latest version on my computer was in redlined/strikeout orma . have remove ro-m lfi atfached the redlining and I have corrected a few typos I noticed, when the redlining was removed. Give the attached one last review. This is the version approved by the City Council on August 3, ` 2011. If it is ok, print and have two copies executed with original signatures and return them to Landa li: Brown at the City, who will arra e to have them signed. She will retO1 turn a fully exeq_UAed olriginal't,Q you for the Districts records. Dave David J. Rapport Rapport and Marston 405 W. Perkins Street Ukiah, CA 95482 Phone: 707-462-6846 Fax: 707-462-4235 Cell: 707-972-4944 Original Message From: Ukiah Valley Sanitation District To: 'David Rapport' Cc: Ross Walker ; Jarod Thiele Sent: Tuesday, September 27, 2011 2:02 PM Subject: FW: Pre-Treatment Program for Sanitary Waste Hi David, The last I heard about the purchase agreement re 3495 Taylor Drive Ross had contacted you to communicate that the draft agreement met with his satisfaction. Have you sent the agreement to Ross for the District's execution?? Rick K From: Jarod Thiele [mailto:jthiele@CityofUkiah.com] Sent: Tuesday, September 27, 2011 1:16 PM To: Ukiah Valley Sanitation District Subject: RE: Pre-Treatment Program for Sanitary Waste Hi Rick, I believe that is correct but 1 want to check with Tim to be sure. Our City code matches your ordinance 12. Will let you know yet this afternoon what he determines. Also, have you been able to track down the fully executed agreement for the property purchase at 3495 Taylor Drive? Can you send it over to me if so? We are working on the lease agreement now. Would you like to review it once it is ready? Jarod L. Thiele City of Ukiah Public Works Administration 300 Seminary Avenue Ukiah, CA 95482 P: 707-463-6755 F:707-463-6204 jthiel mcityofukiah.com Please note: City of Ukiah offices will be closed every Friday starting July 15, 2011 during the Fiscal Year 201112012 due to budget cuts. From: Ukiah Valley Sanitation District [mailto:ukiahvalleysd@att.net] Sent: Tuesday, September 27, 2011 11:42 AM To: Tim Eriksen; Jarod Thiele Subject: Pre-Treatment Program for Sanitary Waste Tim and Jarrod, Good morning. I received a telephone message from David Goble with Fort Bragg wanting to know if we had a program for the pre-treatment of waste. Before I called him back I wanted to confirm with you that the only "program" we have are the pre-treatment requirements contained in our ordinance no 12 which would be identical to your municipal code. Rick K 2 James Ronco Theresa McNerlin Chair Vice-Chair Kent Porter Kenneth Marshall Director Director UKIAH VALLEY SANITATION DISTRICT TRANSMITTAL LETTER To: JoAnne Currie, City Clerk From: Rick Kennedy, District Manager Subject: Execution of Agreement Regarding Real Property Acquisition Date: October 18, 2011 Michael Pallesen Director JoAnne„ Enclosed are two originals of the referenced agreement executed by the District. Subsequent to the City's execution, please forward one original to my attention. Thank you. Rick 387 North State Street, Suite 101, Ukiah, CA 95482