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HomeMy WebLinkAboutSA_2018_01_09 Agenda Packet 1 On January 10, 2012, the Atascadero City Council adopted Resolution No. 2012 -002, electing to serve as the successor to the Community Redevelopment Agency of Atascadero for redevelopment purposes, and also elected to retain the housing assets and functions previously performed by the Community Redevelopment Agency of Atascadero. CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES1 ____________________________________________________________________________ AGENDA Tuesday, January 9, 2018 (Immediately following the conclusion of the City Council Regular Session) City Hall Council Chambers, 4th floor 6500 Palma Avenue Atascadero, California (Enter from Lewis Avenue) REGULAR SESSION – CALL TO ORDER: Immediately following the conclusion of the City Council Regular Session ROLL CALL: Mayor O’Malley Mayor Pro Tem Fonzi Council Member Bourbeau Council Member Moreno Council Member Sturtevant APPROVAL OF AGENDA: Roll Call Page 1 of 117 A. CONSENT CALENDAR: 1. Successor Agency Draft Minutes – May 23, 2017, June 13, 2017, June 27, 2017, July 11, 2017, August 8, 2017, September 26, 2017, and November 14, 2017  Recommendation: Council, in the capacity of the Successor Agency to the Community Redevelopment Agency of Atascadero, approve the Successor Agency Draft Action Minutes of May 23, 2017, June 13, 2017, June 27, 2017, July 11, 2017, August 8, 2017, September 26, 2017, and November 14, 2017. [City Clerk] COMMUNITY FORUM: (This portion of the meeting is reserved for persons wanting to address the Board on any matter not on this agenda and over which the Board has jurisdiction. Speakers are limited to three minutes. Please state your name and address for the record before making your presentation. The Board may take action to direct the staff to place a matter of business on a future agenda. A maximum of 30 minutes will be allowed for Community Forum, unless changed by the Board.) B. PUBLIC HEARINGS: 1. Sale of Creekside Building  Ex-parte Communications:  Fiscal Impact: Closing costs and fees for the seller are estimated to be $4,600. Following receipt of the proceeds of the sale, the Successor Agency will transfer the appropriate funds to the County of San Luis Obispo Auditor-Controller for distribution to the taxing agencies in accordance with Health and Safety Code Division 24, Part 1.85.  Recommendation: Successor Agency adopt Draft Resolution approving a Negative Declaration in accordance with CEQA requirements and approving a purchase and sale agreement of the Creekside Building for the purchase price of $2,200,000. [City Manager] C. MANAGEMENT REPORTS: 1. Approval of Recognized Obligation Payment Schedule 18-19 July 1, 2018 – June 30, 2019  Fiscal Impact: None for this action.  Recommendation: Successor Agency Board approve the Draft Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2018 through June 30, 2019 (ROPS 18 -19), including the Administrative Budget, pursuant to Health and Safety Code. [Administrative Services] BOARD ANNOUNCEMENTS AND REPORTS: (On their own initiative, the Board Members may make a brief announcement or a brief report on their own activities. Board Members may ask a question for clarification, make a referral to staff or take action to have staff place a matter of business on a future agenda. The Board may take action on items listed on the Agenda.) D. ADJOURN Page 2 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency May 23, 2017 Page 1 of 3 CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES ____________________________________________________________________________ DRAFT MINUTES Tuesday, May 23, 2017 (Immediately following the City Council Closed/Regular Sessions) City Hall Council Chambers, 4th floor 6500 Palma Avenue Atascadero, California SUCCESSOR AGENCY CLOSED SESSION: Mayor O’Malley called Closed Session to order at 5:00 p.m. 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: City Manager Rachelle Rickard Negotiating Parties: Pacific Management & Development Corporation Under Negotiations: Price and/or terms of payment. 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION – REPORT The City Attorney reported that there was no reportable action in Closed Session. Page 3 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency May 23, 2017 Page 2 of 3 REGULAR SESSION – CALL TO ORDER: Mayor O’Malley called the meeting to order at 7:43 p.m. ROLL CALL: Present: Council Members Bourbeau, Moreno, Sturtevant, Mayor Pro Tem Fonzi, and Mayor O’Malley Absent: None Staff Present: City Manager Rachelle Rickard, Administrative Services Director Jeri Rangel, Public Works Director Nick DeBar, Sergeant Jason Carr, Fire Chief Casey Bryson, City Attorney Brian Pierik, and Deputy City Manager / City Clerk Lara Christensen. A. CONSENT CALENDAR: 1. Successor Agency Draft Action Minutes  Recommendation: Council, in the capacity of the Successor Agency to the Community Redevelopment Agency of Atascadero, approve the Successor Agency Draft Action Minutes of January 24, 2017. [City Clerk] MOTION: By Council Member Moreno and seconded by Council Member Sturtevant to approve the Consent Calendar. Motion passed 5:0 by a roll-call vote. COMMUNITY FORUM: None B. PUBLIC HEARINGS: None C. MANAGEMENT REPORTS: 1. Grant of Easement for Pacific Gas and Electric Company to Underground Existing Electrical Facilities  Fiscal Impact: None  Recommendation: Successor Agency Board authorize the City Manager to execute Grant of Easement for Pacific Gas and Electric Company, a corporation. [Public Works] Council Member Sturtevant recused himself and left the Council Chambers noting that he is an employee of Pacific Gas & Electric, which creates a potential conflict of inter est for him. Page 4 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency May 23, 2017 Page 3 of 3 City Manager Rickard gave the staff report and answered questions from the Council. PUBLIC COMMENT: None MOTION: By Mayor O’Malley and seconded by Council Member Moreno to authorize the City Manager to execute Grant of Easement for Pacific Gas and Electric Company. Motion passed 4:0 by a roll-call vote. Sturtevant abstained. BOARD ANNOUNCEMENTS AND REPORTS: None D. ADJOURNMENT Mayor O’Malley adjourned the meeting at 7:47 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk APPROVED: Page 5 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency June 13, 2017 Page 1 of 2 SPECIAL MEETING CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES Tuesday, June 13, 2017 Immediately Following Closed Session of the City Council Meeting of June 13, 2017 City Hall – Council Chambers 6500 Palma Avenue, Atascadero, California DRAFT MINUTES SUCCESSOR AGENCY CLOSED SESSION: Immediately Following Closed Session of the City Council Mayor O’Malley announced at 5:00 p.m. that the Council is going into Closed Session. ROLL CALL: Present: Council Members Moreno, Sturtevant, Mayor Pro Tem Fonzi, and Mayor O’Malley Absent: Council Member Bourbeau Staff Present: City Manager Rachelle Rickard, City Attorney Brian Pierik, and Deputy City Manager/City Clerk Lara Christensen. 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION Page 6 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency June 13, 2017 Page 2 of 2 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Real Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: Rachelle Rickard, City Manager Negotiating Parties: Pacific Management & Development Corporation Subject of Negotiations: Purchase price and/or terms of payment 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION -- REPORT The City Attorney reported that there was no reportable action. ADJOURNMENT Mayor O’Malley adjourned the meeting at 6:00 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk Page 7 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency June 27, 2017 Page 1 of 2 SPECIAL MEETING CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES Tuesday, June 27, 2017 Immediately Following Closed Session of the City Council Meeting of June 27, 2017 City Hall – Council Chambers 6500 Palma Avenue, Atascadero, California DRAFT MINUTES SUCCESSOR AGENCY CLOSED SESSION: Immediately Following Closed Session of the City Council Mayor O’Malley announced at 5:05 p.m. that the Council is going into Closed Session. ROLL CALL: Present: Council Members Bourbeau, Moreno, Sturtevant, Mayor Pro Tem Fonzi, and Mayor O’Malley Absent: None Staff Present: City Manager Rachelle Rickard, City Attorney Brian Pierik, and Deputy City Manager/City Clerk Lara Christensen. 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION Page 8 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency June 27, 2017 Page 2 of 2 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Real Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: Rachelle Rickard, City Manager Negotiating Parties: Pacific Management & Development Corporation Subject of Negotiations: Purchase price and/or terms of payment 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION -- REPORT The City Attorney reported that there was no reportable action. ADJOURNMENT Mayor O’Malley adjourned the meeting at 6:00 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk Page 9 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency July 11, 2017 Page 1 of 2 SPECIAL MEETING CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES Tuesday, July 11, 2017 Immediately Following Closed Session of the City Council Meeting of July 11, 2017 City Hall – Council Chambers 6500 Palma Avenue, Atascadero, California DRAFT MINUTES SUCCESSOR AGENCY CLOSED SESSION: Immediately Following Closed Session of the City Council Mayor O’Malley announced at 5:03 p.m. that the Council is going into Closed Session. ROLL CALL: Present: Council Members Bourbeau, Moreno, Sturtevant, Mayor Pro Tem Fonzi, and Mayor O’Malley Absent: None Staff Present: City Manager Rachelle Rickard, City Attorney Brian Pierik, and Deputy City Manager/City Clerk Lara Christensen. 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION Page 10 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency July 11, 2017 Page 2 of 2 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Real Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: Rachelle Rickard, City Manager Negotiating Parties: Pacific Management & Development Corporation Subject of Negotiations: Purchase price and/or terms of payment 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION -- REPORT The City Attorney reported that there was no reportable action. ADJOURNMENT Mayor O’Malley adjourned the meeting at 6:00 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk Page 11 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency August 8, 2017 Page 1 of 2 SPECIAL MEETING CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES Tuesday, August 8, 2017 Immediately Following Closed Session of the City Council Meeting of August 8, 2017 City Hall – Council Chambers 6500 Palma Avenue, Atascadero, California DRAFT MINUTES SUCCESSOR AGENCY CLOSED SESSION: Immediately Following Closed Session of the City Council Mayor O’Malley announced at 5:30 p.m. that the Council is going into Closed Session. ROLL CALL: Present: Council Members Bourbeau, Moreno, Sturtevant, Mayor Pro Tem Fonzi, and Mayor O’Malley Absent: None Staff Present: City Manager Rachelle Rickard, City Attorney Brian Pierik, and Deputy City Manager/City Clerk Lara Christensen. 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION Page 12 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency August 8, 2017 Page 2 of 2 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Real Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: Rachelle Rickard, City Manager Negotiating Parties: Pacific Management & Development Corporation Subject of Negotiations: Purchase price and/or terms of payment 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION -- REPORT The City Attorney reported that there was no reportable action. ADJOURNMENT Mayor O’Malley adjourned the meeting at 6:00 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk Page 13 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency September 26, 2017 Page 1 of 2 SPECIAL MEETING CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES Tuesday, September 26, 2017 Immediately Following Closed Session of the City Council Meeting of September 26, 2017 City Hall – Council Chambers 6500 Palma Avenue, Atascadero, California DRAFT MINUTES SUCCESSOR AGENCY CLOSED SESSION: Immediately Following Closed Session of the City Council Mayor O’Malley announced at 5:01 p.m. that the Council is going into Closed Session. ROLL CALL: Present: Council Members Bourbeau, Moreno, Sturtevant, and Mayor O’Malley Absent: Mayor Pro Tem Fonzi Staff Present: City Manager Rachelle Rickard, City Attorney Brian Pierik, and Deputy City Manager/City Clerk Lara Christensen 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION Page 14 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency September 26, 2017 Page 2 of 2 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Real Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: Rachelle Rickard, City Manager Negotiating Parties: Pacific Management & Development Corporation Subject of Negotiations: Purchase price and/or terms of payment 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION -- REPORT The City Attorney reported that there was no reportable action. ADJOURNMENT Mayor O’Malley adjourned the meeting at 6:00 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk Page 15 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency November 14, 2017 Page 1 of 2 SPECIAL MEETING CITY OF ATASCADERO CITY COUNCIL IN THE CAPACITY OF SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO FOR REDEVELOPMENT AND HOUSING PURPOSES Tuesday, November 14, 2017 5:00 P.M. City Hall – Council Chambers 6500 Palma Avenue, Atascadero, California DRAFT MINUTES SUCCESSOR AGENCY CLOSED SESSION: 5:00 P.M. Mayor O’Malley announced at 5:00 p.m. that the Council is going into Closed Session. Present: Council Members Kelley, Fonzi, Sturtevant, Mayor Pro Tem Moreno, and Mayor O’Malley Staff Present: City Manager Rachelle Rickard, City Attorney Brian Pierik and Deputy City Manager/City Clerk Lara Christensen 1. CLOSED SESSION -- PUBLIC COMMENT - None 2. COUNCIL LEAVES CHAMBERS TO BEGIN CLOSED SESSION 3. CLOSED SESSION -- CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code 54956.8) Real Property: Creekside Building located at 6907 El Camino Real Agency Negotiator: Rachelle Rickard, City Manager Negotiating Parties: Clint Pearce Subject of Negotiations: Purchase price and/or terms of payment. Page 16 of 117 ITEM NUMBER: SA A-1 DATE: 01/09/18 Atascadero Successor Agency November 14, 2017 Page 2 of 2 4. CLOSED SESSION -- ADJOURNMENT 5. COUNCIL RETURNS TO CHAMBERS 6. CLOSED SESSION -- REPORT The City Attorney reported that there was no reportable action. ADJOURNMENT Mayor O’Malley adjourned the Closed Session meeting at 5:45 p.m. MINUTES PREPARED BY: ______________________________________ Lara K. Christensen Deputy City Manager / City Clerk Page 17 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 Successor Agency to the Community Redevelopment Agency of Atascadero Staff Report – City Manager’s Office Sale of Creekside Building RECOMMENDATION: Successor Agency adopt Draft Resolution approving a Negative Declaration in accordance with CEQA requirements and approving a purchase and sale agreement of the Creekside Building for the purchase price of $2,200,000. DISCUSSION: Background On May 12, 2015, the Successor Agency approved the Property Disposition and Marketing Plan, prepared by Rosenow Spevacek Group (RSG), for the Creekside Building Located at 6907 El Camino Real, Atascadero. On June 18, 2015, the Property Disposition and Marketing Plan was also approved by the Oversight Board. The former Community Redevelopment Agency purchased the real property located at 6907 El Camino Real, otherwise known as the Creekside Building, in late 2004. The purchase of the property had been identified as a benefit to the Redevelopment Project Area and was consistent with the former Agency’s Five Year Implementation Plan to revitalize downtown and encourage rehabilitation of deteriorated structures. Due to the damage caused to Historic City Hall by the 2003 San Simeon Earthquake, and the need for temporary City Hall offices until the Historic City Hall was repaired, t he City and the former Agency negotiated a lease to rent the Creekside Building. The building acted as City Hall from late 2005 to August of 2013. Following the 2012 dissolution of all redevelopment agencies in California, the Successor Agency was required to prepare and approve a Long-Range Property Management Plan (LRPMP) that addresses the disposition and use of the r eal properties of the former redevelopment agency. The Creekside Building is the one significant piece of real property owned by the Successor Agency and the LRPMP proposed the sale of this building. In July 2013, both the Successor Agency and the Oversight Board approved the LRPMP. In January 2014, the Successor Agency received a response from the Department of Finance, giving the final approval of the LRPMP. Page 18 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 In preparation for disposal, the Successor Agency entered into a contract with RSG to conduct a market analysis and explore a range of potential development options to maximize the value of the property. RSG completed the market analysis, identified feasible reuse and development options for the property in order to identify potential buyers, and recommended a marketing plan to target appropriate buyers under the development options. The three financially feasible development options identified by RSG for the Creekside Building consist of 1) office use for 100% of the building, 2) mixed use of office space and indoor recreational use, and 3) mixed use of office space and a public marketplace concept. In order to maximize the development of the Creekside Building, RSG recommended that a qualified real estate broker with proven experience and expertise with office and retail properties be retained through a public Request for Qualifications (RFQ) process. The RFQ was to also provide an additional commission incentive to the selected broker for the successful sale to a progressive and creative property owner who would improve the property as a mixed use office space/public marketplace concept or a mixed use office/recreational space concept. Following the May 2015 approval of the Property Disposition and Marketing Plan by the Successor Agency, staff followed the City’s Purchasing Policy to develop and prepare the RFQ for issuance. By June 2016, the RFQ had been drawn up and was ready to be distributed. Analysis Prior to the planned release of the RFQ, staff was approached by Pacific Management & Development Corporation (PM&D). PM&D expressed an interest in purchasing the Creekside building. The developer planned to put an office-type use in approximately two-thirds of the building with approximately 40 full-time professional employees working regular daytime business hours, with public visitors throughout the day. The remaining one-third of the building was intended to be used for either a separate office use with 20 -25 employees or a restaurant/retail use. While the hope was to attract and/or incentivize a purchaser willing to develop a marketplace concept area within the building, the proposal of an intens ive office use could also fulfill several economic development goals:  The addition of 60-75 employees in the building during the day would increase foot traffic and activity in the Colony Square development and the downtown area.  The office use would help alleviate parking conflicts as the office use would primarily be during the weekday, while the adjoining theatre and restaurant uses require more evening and weekend parking.  Development of an office use could occur in a very short time period and occupancy of the building would help alleviate some of the graffiti and transient issues that are occurring in the area.  Immediate occupancy of the building with a large number of visitors/employees could help stimulate other development within Colony Square. Staff believed that it would be beneficial to enter into discussions with the interested parties regarding the purchase of the building and the Successor Agency agreed, suspending the RFQ process in June 2016. Page 19 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 Upon the suspension of the RFQ process, the Successor Agency directed staff to take all actions necessary to enter into negotiations with PM&D. Ultimately, negotiations with PM&D stalled and in November 2017, another interested buyer approached staff . Staff returned to the Successor Agency with a preliminary offer to purchase from Clint Pearce, representing Colony Creekside, LLC, and was directed to enter into negotiations. Conclusion Following negotiations with Colony Creekside, LLC, a Purchase and Sale Agreement was drafted for the sale of the Creekside Building in the amount of $2,200,000 and is being brought forward for review and action by the Successor Agency. A January 2018 Broker Opinion of Value, presented by Kosmont Realty Corp, a licensed California Brokerage Firm, estimates the fair market value of the Property between $2.1 and $2.2 million. The sales price is not less than the fair market value of the interest to be conveyed to the buyer, Colony Creekside, LLC. While a proposed use for the property has not been finalized, the Agreement does include restrictions on the use of the property after closing of the sale, limiting use to professional office, retail, restaurant and compatible use space continuing to fulfill the economic development goals of the property. The sale of the Property will assist in the creation of economic opportunity in many ways including the creation of jobs for contractors during the remodeling of the Creekside Building, the creation of jobs for employees working in the businesses occupying the Creekside Building after it is remodeled and the generation of tax revenue including property taxes and sales taxes. As a condition of the sale, two sub-parcels will be transferred to the City: Transit-Center Parcel and Creek Plaza Parcel. The transfer of the Transit-Center Parcel by the seller to the City will create economic opportunity by ensuring the continued access to a transportation hub for those working and living in the community. The transfer of the Creek Plaza Parcel by the seller to the City will create economic opportunity by improving access for pedestrians traveling between the Downtown area and Colony Square (including the Creekside Building), and will offer pedestrians an opportunity to purchase goods and services from businesses in these areas. The Creekside Parcel also creates a plaza and pedestrian gathering area where the anticipated adjacent businesses may set up outdoor seating and dining areas encouraging pedestrians to patronize these businesses. ENVIRONMENTAL DETERMINATION: The City of Atascadero prepared an Initial Study to determine if the sale of the property and the subsequent minor lot split would have a significant adverse effect on the environment. The Initial Study found that there are no significant impacts created by the project and that no mitigation measures will be required. Consequently, a Negative Declaration was prepared for the Project. (See Attachment 3). Certification of Negative Declaration No. 2017-0271 will satisfy the requirements of CEQA for the Creekside building sale. Page 20 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 FISCAL IMPACT: The portion of the Property proposed in the Agreement to be transferred to Colony Creekside, LLC will be sold for the sum of $2,200,000. The consideration proposed for the Property is not less than the fair market value at its highest and best use. Escrow fees and charges are estimated at $2,300 and will be shared equally by seller and buyer. The seller will also pay the cost of the CLTA Title Policy estimated at $3,450. Following receipt of the proceeds of the sale, the Successor Agency will transfer the appropriate funds to the County of San Luis Obispo Auditor-Controller for distribution to the taxing agencies in accordance with Health and Safety Code Division 24, Part 1.85. ATTACHMENTS: 1. Draft Resolution 2. Purchase and Sale Agreement with Colony Creekside, LLC 3. Negative Declaration Page 21 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 1 DRAFT RESOLUTION RESOLUTION OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO APPROVING A NEGATIVE DECLARATION IN ACCORDANCE WITH CEQA REQUIREMENTS AND APPROVING A PURCHASE AND SALE AGREEMENT OF FORMER REDEVELOPMENT AGENCY-OWNED PROPERTY (CREEKSIDE BUILDING) WHEREAS, the Successor Agency owns property located at 6907 El Camino Real, Atascadero, California 93422 of approximately 2.166 net acres (“Property”); and WHEREAS, the laws and regulations relating to the preparation and public notice of environmental documents, as set forth in the State and local guidelines for implementation of the California Environmental Quality Act (CEQA), have been adhered to; and WHEREAS, an Initial Study and proposed Negative Declaration, Environmental Document No. 2017-0271 was prepared for the project and made available for public review in accordance with the requirements of the California Environmental Qualit y Act (CEQA). WHEREAS, the Property is vacant, and has not been generating any income or other financial benefit for the community; and WHEREAS, the Successor Agency desires to sell to Colony Creekside, LLC for development a portion of the Property of approximately 1.83± acres, which is referenced in a Purchase and Sale Agreement (“Agreement) on file in the City Clerk’s Office and incorporated herein by reference. Exhibit 1 to the Agreement includes a legal description and sketch depicting Parcel 2 (“Creekside Building”) the portion of the Property proposed to be sold to Colony Creekside, LLC; and WHEREAS, the Successor Agency also desires to grant to the City of Atascadero (“City“) Parcel 3, a portion of the Property of approximately 5,833.7± square feet, that is legally described in Exhibit 2, to the Agreement, which includes a sketch depicting Parcel 3 (“Transit- Center Parcel”); and WHEREAS, the Successor Agency also desires to grant to the City Parcel 1, a portion of the Property, of approximately 8,829.8± square feet, that is legally described in Exhibit 3, to the Agreement, which includes a sketch depicting Parcel 1 (“Creek Plaza Parcel”); and WHEREAS, the Successor Agency was presented with the Agreement at its meeting on January 9, 2018; and Page 22 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 1 WHEREAS, the Agreement in Section 7.1 provides that Colony Creekside, LLC agrees that the portion of the Property that will be acquired will be used only as professional office, retail, restaurant or other reasonably compatible uses approved in writing by the Successor Agency, in its sole discretion, and there are listed in Section 7.1 uses which are prohibited on this portion of the Property; and WHEREAS, the proposed sale of the portion of the Property to Colony Creekside, LLC is in furtherance of an economic opportunity in that there will be jobs created both during any remodeling of the Creekside Building that may be necessary for the Project and thereafter during the use of the Creekside Building. In addition, there will be tax revenue generated by the Project including property taxes, sales taxes and income taxes. These tax revenues will be available to the appropriate public entities for expenditure for public purposes and those expenditures will provide further economic opportunities; and WHEREAS, the portion of the Property proposed in the Agreement to be transferred to Colony Creekside, LLC will be sold for the sum of Two Million Two Hundred Thousand 0/100 dollars ($2,200,000); and WHEREAS, the consideration proposed for the Property is not less than the fair market value at its highest and best use. NOW, THEREFORE BE IT RESOLVED, by the Successor Agency of the Community Redevelopment Agency of Atascadero: SECTION 1: The Successor Agency finds and declares the foregoing recitals are true and correct. SECTION 2. Negative Declaration, Environmental Document No. 2017-0271 was prepared and certified in accordance with the California Environmental Quality Act (CEQA). SECTION 3: The Successor Agency hereby approves the Agreement in the form submitted to the Successor Agency at its meeting on January 9, 2018 and authorizes and directs the City Manager to execute the Agreement in substantially said form with non-substantive changes to the Agreement as authorized by the City Manager in consultation with the City Attorney. SECTION 4: The City Manager is hereby authorized and directed to take all appropriate actions and execute all documents which she may deem necessary or advisable in order to effectuate the purposes of this Resolution. PASSED AND ADOPTED at a regular meeting of the Successor Agency Board held on the _____ day of ________________, 2018. Page 23 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 1 On motion by ______________ and seconded by _________________, the foregoing Resolution is hereby adopted in its entirety on the following roll call vote: AYES: NOES: ABSENT: SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO ___________ Tom O’Malley, Mayor ATTEST: ___________ Lara K. Christensen, City Clerk APPROVED AS TO FORM: ___________ Brian A. Pierik, City Attorney Page 24 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 1 LA #4844-0348-0406 v1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is between the ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community Redevelopment Agency of Atascadero, (“Seller”) and COLONY CREEKSIDE, LLC, a California limited liability company (“Buyer”). Seller and Buyer are sometimes referred to individually as a “party,” and collectively as the “parties.” This Agreement shall be effective as of the date the Agreement is approved by the Oversight Board as defined in Section 3.1.5 of this Agreement. RECITALS A. Seller owns a parcel of land located at 6907 El Camino Real, Atascadero, California 93422, consisting of approximately 2.41 gross acres (2.166 net acres). B. Seller desires to sell to Buyer to develop a portion of that parcel of land located at 6907 El Camino Real, Atascadero, California 93422, consisting of approximately 1.83± acres, which shall be referred to herein as the Creekside Property. Attached hereto as Exhibit 1 is a Grant Deed for the Creekside Property, which includes a legal description and sketch of the Creekside Property. C. Seller also desires to grant to the City of Atascadero (“City“) a portion of that parcel of land located at 6907 El Camino Real, Atascadero, California 93422, of approximately 5,833.7± square feet which shall be referred to herein as the Transit-Center Parcel. Attached hereto as Exhibit 2 is a Grant Deed for the Transit-Center Parcel, which includes a legal description and sketch of the Transit-Center Parcel. D. Seller further desires to grant to the City a portion of that parcel of land located at 6907 El Camino Real, Atascadero, California 93422, consisting of approximately 8,829.8± square feet which shall be referred to herein as the Creek Plaza Parcel. Attached hereto as Exhibit 3 is a Grant Deed for the Creek Plaza Parcel, which includes a legal description and sketch of the Creek Plaza Parcel. E. The Creekside Property is improved with a vacant building commonly referred to as the Creekside Building (“Existing Building”). F. Buyer desires to purchase the Creekside Property, and develop and remodel the Existing Building on the Property. G. Seller desires to sell the Creekside Property to Buyer burdened with Use Restrictions (as defined below). H. Seller and Buyer therefore desire to enter into this Agreement to provide only for the sale of the Creekside Property by Seller to Buyer with the intent that Buyer develop and remodel the Existing Building on the Creekside Property for use as professional office, retail, restaurant space or other reasonably compatible uses approved in writing by the City, in its sole discretion (“Proposed Uses”). The sale of the Creekside Property for the Proposed Uses shall be referred to herein as the “Project” and the post- sale development of the Creekside Property shall be referred to herein as the “Development Project”. Page 25 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 2 LA #4844-0348-0406 v1 AGREEMENT NOW, THEREFORE, Seller and Buyer agree as follows ARTICLE 1: SALE OF PROPERTY; AS-IS CONDITION 1.1 Sale of Property. Subject to the terms and conditions of this Agreement and Seller’s compliance with Section 3.1.4, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, Seller’s fee simple interests free of any liens or encumbrances except the Use Restrictions specifically reserved herein, in the Creekside Property, including the Existing Building together with any other improvements located on the Creekside Property. 1.2 AS-IS CONDITION. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE CREEKSIDE PROPERTY, INCLUDING THE EXISTING BUILDING, ON AN “AS-IS WITH ALL FAULTS” BASIS, CONDITION AND STATE OF REPAIR INCLUSIVE OF ANY AND ALL FAULTS AND DEFECTS, LEGAL, PHYSICAL, OR ECONOMIC, WHETHER KNOWN OR UNKNOWN, AS MAY EXIST AS OF THE CLOSING DATE (AS DEFINED BELOW) (“AS-IS CONDITION”) AND THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES FROM SELLER OR ANY OF SELLER’S ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES OR ATTORNEYS AS TO ANY MATTERS CO NCERNING THE CREEKSIDE PROPERTY. ARTICLE 2: PURCHASE PRICE; DEPOSIT; LIQUIDATED DAMAGES; REMEDIES 2.1 Purchase Price for Property. The purchase price (“Purchase Price”) for the Property is TWO MILLION TWO HUNDRED THOUSAND 0/100 DOLLARS ($2,200,000.00), which must be paid as follows: 2.1.1 Deposit. Buyer must pay a deposit of TWENTY-TWO THOUSAND 0/100 DOLLARS ($22,000.00) (“Deposit”) which must be delivered to Escrow Company (as defined below) within three (3) business days after the Effective Date. The Deposit will be invested in one or more interest- bearing accounts, and will be fully applicable to the Purchase Price at Closing (as defined below). The Deposit will remain refundable to Buyer during the Due Diligence/Feasibility Period (as defined below), after which time the Deposit will become non-refundable and will be retained by Seller as Liquidated Damages (as defined below) if Escrow (as defined below) fails to close for any reason other than a default by Seller under this Agreement. 2.1.2 Funds Due at Closing. Immediately prior to Closing, Buyer must deliver to Escrow Company the Purchase Price in cash or other immediately available funds, less the amount of the Deposit previously deposited and any interest earned thereon, which must be paid to Seller at Closing if the purchase and sale transaction contemplated under this Agreement is consummated. If the Closing does not occur, then the Purchase Price and any interest earned on the Deposit will be immediately returned to Buyer, except to the extent Seller is entitled to retain the Deposit as Liquidated Damages in accordance with Section 2.1.3 below. Page 26 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 3 LA #4844-0348-0406 v1 2.1.3 LIQUIDATED DAMAGES. IF AFTER THE DUE DILIGENCE/FEASIBILITY PERIOD THE PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT IS NOT CONSUMMATED FOR ANY REASON OTHER THAN A MATERIAL DEFAULT BY SELLER HEREUNDER, THEN SELLER MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES (“LIQUIDATED DAMAGES”). THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE PURCHASE AND SALE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT FOR ANY REASON OTHER THAN AS SET FORTH ABOVE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF AGREEMENT, THE AMOUNT OF THE DEPOSITS IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT, INCLUDING LOST OPPORTUNITIES TO PURSUE OTHER DEVELOPMENT OPPORTUNITIES FOR THE PROPERTY AND DELAYED RECEIPT OF PROPERTY TAX REVENUE FROM THE PROPERTY, AND IS NOT A PENALTY. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT THE PARTIES’ INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT. INITIALS: SELLER ________ BUYER: ______ 2.1.4 Buyer’s Remedies. Buyer shall not be entitled to recover damages from Seller for breach of the Agreement and Buyer expressly waives such damages. The only remedy of Buyer, if any, for breach of the Agreement by Seller will be an action for specific performance. ARTICLE 3: CONDITIONS PRECEDENT TO CONVEYANCE OF TITLE; CEQA COMPLIANCE; DUE DILIGENCE; ACCESS TO PROPERTY; LOAN CONTINGENCY 3.1 Seller Conditions Precedent. The obligation of Seller to sell the Creekside Property to Buyer is expressly conditioned upon the satisfaction prior to Closing of each of the conditions set forth in this Section 3.1, each of which is for the benefit of the Seller and any or all of which may be waived by Seller, in writing, at Seller’s option. After the Closing Date, any such condition that has not been satisfied will be treated as having been waived by Seller in writing. 3.1.1 Representations and Warranties. On the Closing Date, all representations and warranties made by Buyer in Article 5 of this Agreement are true and correct as if made on and as of the Closing Date, without exceptions. 3.1.2 No Default. On the Closing Date, Seller is not in default in the performance of any covenant or agreement to be performed by Seller under this Agreement. Page 27 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 4 LA #4844-0348-0406 v1 3.1.3 Condition of Property. Buyer must have provided Notice (as defined below) to Seller that all physical aspects of the Creekside Property are acceptable to Buyer. 3.1.4 CEQA Compliance. 3.1.4.1 The California Environmental Quality Act (“CEQA”) environmental process has been completed and the appropriate CEQA document has been approved with respect to the Project (but not the Development Project). 3.1.4.2 Subject to Buyer’s right to terminate this Agreement should the modified Project impact Buyer’s Proposed Uses of the Creekside Property, Seller retains the absolute, sole discretion to: (i) modify the transaction and the Project as it may, in Seller’s sole discretion, be necessary to comply with CEQA; (ii) select other feasible alternatives and/or impose mitigation measures to avoid or minimize significant environmental impacts; (iii) balance the benefits of the Project against any significant environmental impacts prior to taking final action, if such significant impacts cannot otherwise be avoided; and/or (iv) determine not to proceed with the Project. 3.1.4.3 Seller will be responsible for compliance with CEQA, including the preparation of the appropriate environment document with respect to the Project; provided, however, that nothing in this Agreement will be construed to compel Seller to approve or make any particular findings with respect to such environmental documentation. 3.1.5 Oversight Board Approval. This Agreement and the sale of the Creekside Property to Buyer and the transfer to the City of the Transit-Center Parcel and the Creek Plaza Parcel will be presented for approval to Oversight Board to the Successor Agency (“Oversight Board”). Oversight Board approval of this Agreement is a condition precedent to the closing of escrow. 3.2 Buyer Conditions Precedent. The obligation of Buyer to purchase the Creekside Property from Seller is expressly conditioned upon the satisfaction prior to Closing of each of the conditions set forth in this Section 3.2, each of which is for the benefit of Buyer and any or all of which may be waived by Buyer, in writing, at Buyer’s option. After the Closing Date, any such condition that has not been satisfied will be treated as having been waived in writing. 3.2.1 Approval of Title. Buyer must have reviewed and approved title to the Creekside Property as set forth in this Agreement, and the only exceptions to title to the Creekside Property will be the Buyer Condition of Title (as defined below). 3.2.2 No Default. On the Closing Date, Seller is not in default in the performance of any covenant or agreement to be performed by Seller under this Agreement. Page 28 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 5 LA #4844-0348-0406 v1 3.2.3 Representations and Warranties. On the Closing Date, all representations and warranties made by Seller in Articles 5 of this Agreement are true and correct as if made on and as of the Closing Date, without exceptions. 3.2.4 Condition of Property. The physical condition of the Property will be substantially the same on the Closing Date as on the Effective Date, reasonable wear and tear excepted, and, as of the Closing Date, there is no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which after Closing, would adversely affect the value of the Property or the ability of Buyer to use the Creekside Property for its intended purposes. 3.2.5 Title Policy. On the Closing Date, the Title Company will issue to Buyer a California Land Title Association owner’s policy of title insurance (“CLTA Title Policy”) or, subject to Section 4.3.2, an American Land Title Association policy of insurance (“ALTA Title Policy”). 3.3 Buyer Condition of Title. 3.3.1 Within three days after the opening of Escrow, if it has not already done so, Seller will deliver to Buyer a standard Preliminary Title Report for the Creekside Property. 3.3.2 Within 14 days after the opening of Escrow, Buyer must give Notice to Seller of Buyer’s approval or disapproval of any of the title exceptions in the Preliminary Title Report. Buyer’s failure to give written disapproval of the exceptions within such time period will be deemed Buyer’s approval of the exceptions. 3.3.3 If Buyer delivers to Seller Notice of disapproval of any exceptions, Seller will have the right, but not the obligation, to cause any disapproved exceptions to be removed within 14 days after receiving such Notice of disapproval, or provide assurances satisfactory to Buyer, in its sole discretion, that such exceptions will be removed on or before the Closing. Failure to notify Buyer within such 14-day period will be deemed Seller’s election not to remove the disapproved exceptions. Seller’s election or deemed election not to remove any disapproved exceptions will not be a default under this Agreement. 3.3.4 If Seller cannot or does not elect to remove any of the disapproved exceptions within such 14-day period, Buyer must within seven days thereafter either give Seller Notice that Buyer elects, in its sole discretion, to proceed with the Closing, subject to the disapproved exceptions, or to give Seller Notice that Buyer elects to terminate this Agreement, in which case, notwithstanding any other provision of this Agreement to the contrary, the Deposit and any interest earned thereon will be returned to Buyer and neither party will have any further rights or obligations under this Agreement other than those obligations which survive termination of this Agreement. The exceptions to title approved by Buyer as provided in this Section 3.3.4 are referred to as the “Buyer Condition of Title.” 3.4 Seller’s Delivery of Documents. Within three days after the opening of Escrow, Seller will deliver copies of all documents pertaining to the condition of the Page 29 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 6 LA #4844-0348-0406 v1 Property in Seller’s possession including, but not limited to any surveys, environmental reports, maintenance and service agreements, permits, warranties, and communications from governmental entities. Seller further agrees to disclose to Buyer any and all information which it has regarding present or pending zoning and environmental matters affecting the Property, and regarding the condition of the Property including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks in, on or about the Property. 3.5 Due Diligence/Feasibility. Buyer’s obligation to purchase the Creekside Property will be expressly conditioned on its approval of the condition of the Creekside Property for its Proposed Uses , including the physical, financial, and environmental condition of the Creekside Property (“Due Diligence”). Buyer will have a period of 60 days from the opening of Escrow to conduct such investigations as Buyer may choose to determine whether this due diligence contingency is met (“Due Diligence/Feasibility Period”). Buyer will have the right to terminate the Agreement prior to the expiration of the Due Diligence/Feasibility Period. Upon such termination, the Deposit will be returned by Escrow to Buyer. Unless extended by Seller in writing, Buyer’s failure to terminate the Agreement within the Due Diligence/Feasibility Period will be deemed Buyer’s approval of the condition of the Property. 3.6 Access to Property. As part of its Due Diligence/Feasibility Period, Buyer and its agents, invitees and licensees may investigate all economic, financial, development, and accounting matters relating to or affecting the Creekside Property or its value, and conduct inspections, tests, and studies with respect to the Proposed Uses , physical and environmental condition of the Property. Buyer and Buyer’s consultants, agents, engineers, inspectors, contractors, and employees (“Buyer’s Representatives”) must be given reasonable access to the Property during regular business hours for the purpose of performing such Due Diligence. Buyer will provide Seller with at least 24 hours written notice (by both email and telephone call (with notice allowed by message) to Rachelle Rickard at 805-470-3400 and rrickard@atascadero.org) prior to accessing the Creekside Property. Prior to accessing the Creekside Property, Buyer will cause to be personally delivered to Rachelle Rickard at Atascadero City Hall, 6500 Palma Avenue, Atascadero, an executed Waiver and Release for all persons who enter the Creekside Property in a form acceptable to Seller. Buyer will undertake the Due Diligence at its sole cost and expense. Buyer will indemnify, defend with counsel reasonably acceptable to Seller, and hold Seller harmless from all claims (including claims of lien for work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees, and expenses, including Seller’s reasonable attorney fees, costs, and expenses, arising from the acts or activities of Buyer or Buyer’s Representatives in, on, or about the Creekside Property during or arising in connection with Buyer’s inspections of the Property, provided, however, Buyer will have no obligation to indemnify Seller for any claim, demand, liability, loss, damage, cost, fee, or expenses arising from Seller’s concurrent acts or omissions any pre-existing condition upon the Property. 3.7 Loan Contingency. Buyer’s obligation to purchase the Creekside Property is contingent upon Buyer obtaining a commitment from a financial institution or lender for the amount of the Purchase Price less the amount of the Deposit prior to Page 30 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 7 LA #4844-0348-0406 v1 the expiration of the Due Diligence/Feasibility Period (“Loan Contingency”). Buyer will have the right to terminate the Agreement prior to the expiration of the Loan Contingency period if Buyer is unable to obtain such a loan commitment. Upon such termination, the Deposit will be returned by Escrow to Buyer. Unless Seller extends Loan Contingency period in writing, Buyer’s failure to terminate the Agreement within the Due Diligence/Feasibility Period will be deemed Buyer’s ability to obtain a loan commitment for the purchase of the Property. 3.8 Oversight Board Approval. Escrow shall not close unless and until this Agreement is approved by the Oversight Board. ARTICLE 4: ESCROW AND CLOSING 4.1 Opening of Escrow. 4.1.1 Opening of Escrow. Within three business days after the Effective Date, Seller and Buyer will open escrow (“Escrow”) with First American Title Kathy Benabides, 7355 Morro Road, Suite 102, Atascadero, CA 93422 (“Escrow Company”). A copy of this Agreement, duly executed by both parties, will be deposited into Escrow. 4.1.2 Joint Escrow Instructions. This Agreement constitutes the joint escrow instructions of Buyer and Seller with respect to the conveyance of the Property, and the Escrow Company to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties may provide supplemental escrow instructions; provided that if there is any inconsistency between this Agreement and the supplemental escrow instructions, then the provisions of this Agreement will control. 4.1.3 Additional Documents. Seller and Buyer will each deposit such other instruments as are reasonably required by the Escrow Company or otherwise required to close the escrow and consummate the purchase of the Property in accordance with this Agreement. 4.2 Close of Escrow. 4.2.1 Closing Date. Escrow for the purchase and sale of the Creekside Property will close no later than 60 days after expiration of the Due Diligence/Feasibility Period (“Closing Date”). Unless extended by the parties in writing, if Escrow does not close on or before the Closing Date due to fault of Buyer, then this Agreement will automatically terminate and the Deposit will be retained by Seller as Liquidated Damages in accordance with Section 2.1.3. 4.2.2 Delivery of Documents and Closing Funds. Prior to or on the Closing Date, the following must be deposited into Escrow with the Escrow Company: 4.2.2.1 Buyer. Buyer must deposit into Escrow cash in the amount of the Purchase Price, together with any additional funds necessary for Buyer’s share of the closing costs and prorations, as set forth in Section 4.3 below. Buyer must also deposit all instruments reasonably required to close the Escrow and consummate the Page 31 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 8 LA #4844-0348-0406 v1 purchase of the Creekside Property in accordance with the terms of this Agreement. 4.2.2.2 Seller. Seller must deposit into Escrow a Grant Deed to Buyer for the Creekside Property substantially in the form attached as Exhibit “1” (“Grant Deed to Buyer”), together with a Grant Deed to City for the Transit-Center Parcel in the form attached as Exhibit “2” (“Transit–Center Grant Deed”) and a Grant Deed to City for the Creek Plaza Parcel in the form attached as Exhibit “3” (“Creek Plaza Grant Deed”) (collectively, “Grant Deeds”), duly executed and acknowledged by Seller, together with a Declaration of Restrictive Covenants attached hereto as Exhibit “4” prohibiting the Restricted Uses listed in Section 7.1 of the Agreement (“Declaration”) on the Creekside Property to be recorded at Closing. Seller must also deposit all instruments reasonably required to close the Escrow and consummate the purchase of the Creekside Property and the transfer to the City of the Transit-Center Parcel and Creek Plaza Parcel in accordance with the terms of this Agreement. 4.2.3 Closing. When all conditions precedent specified in Article 3 have been either satisfied or waived by Seller or Buyer, and the Escrow Company has received all necessary cash and documents, the Escrow Company will immediately cause the following to occur: 4.2.3.1 Record Deeds. Record the Grant Deed to Buyer and the Restrictive Covenant in the Official Records of San Luis Obispo County. For purposes of this Agreement, “Closing” means the time and day the Grant Deeds and Declaration are recorded. 4.2.3.2 Pay Purchase Price. Pay to Seller the Purchase Price. 4.2.3.3 Issue Title Policy. Issue to Buyer the CLTA Title Policy or ALTA Title Policy described in Section 3.2.5. 4.3 Closing Costs, Prorations and Possession. 4.3.1 Closing Costs. Escrow fees and charges will be shared equally by Seller and Buyer. Notwithstanding, Buyer will be responsible for the payment of any and all brokerage fees and commissions associated with the purchase of the Creekside Property by Buyer under this Agreement, including any fees and commissions due to Buyer’s broker, Richard K. Shannon of Century 21 Hometown Realty, as set forth in Section 5.6 of this Agreement. 4.3.2 Title Policy. Seller will pay the cost of the CLTA Title Policy. If Buyer wishes to obtain an ALTA Title Policy, then Buyer will be responsible for paying the cost difference between the CLTA Title Policy and the ALTA Title Policy. 4.3.3 Recording and Transfer Fees. Buyer will pay any and all recording fees, including the cost of recording the Grant Deed for the Creekside Property. Buyer shall not be responsible to pay any documentary transfer tax and any municipal transfer tax for the Grant Deeds to the City for the Transit- Page 32 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 9 LA #4844-0348-0406 v1 Parcel and the Creek Plaza Parcel and the cost of recording the Declaration. 4.3.4 Attorney’s Fees. Buyer and Seller will each pay its own attorney’s fees in connection with negotiating this Agreement and closing the contemplated transaction. 4.3.5 Prorations. All current taxes, assessments, utilities, maintenance charges and similar expenses of the Creekside Property, determined using the accrual method of accounting, will be prorated on the basis of a 30-day month between Seller and Buyer as of the Closing Date. Seller will pay all such taxes, assessments, and other expenses relating to the Creekside Property that are allocable to the period before the Closing Date. 4.3.6 Possession. Seller will transfer possession of the Creekside Property to Buyer on the Closing Date. ARTICLE 5: REPRESENTATIONS AND WARRANTIES 5.1 Authority. 5.1.1 Seller’s Authority. Seller is an agency created under the laws of the State of California. Seller has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller and all required consents and approvals have been duly obtained. 5.1.2 Buyer’s Authority. Buyer has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary action on the part of Buyer and all required consents and approvals have been duly obtained. 5.2 No Litigation or Other Proceeding. To Seller’s current actual knowledge, no litigation or other proceeding (whether administrative or otherwise) is outstanding or has been threatened which would prevent, hinder or delay the ability of Seller to perform its obligations under this Agreement, or that would adversely affect the Creekside Property or Project. 5.3 Eminent Domain. To Seller’s actual current knowledge there are no condemnation or eminent domain proceedings which are pending or have been threatened that affect the Creekside Property or Project. 5.4 Environmental Compliance. Seller has no notice of any pending or threatened action or proceeding arising out of the condition of the Creekside Property, the Transit Center Parcel or Creekside Plaza Parcel or any alleged violation of any Environmental Law (as defined below). To Seller’s actual current knowledge, the Creekside Property is in compliance with all Environmental Laws. As used in this Agreement, “Environmental Laws” means, collectively: (i) the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., (ii) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq., (iii) the Resource Conservation and Recovery Act, as Page 33 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 10 LA #4844-0348-0406 v1 amended, 42 U.S.C. § 6901, et seq., (iv) the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., (v) the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq., (vi) the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq., (vii) the Clean Water Act, as amended, 33 U.S. Code § 1251, et seq., (viii) the Oil Pollution Act, as amended, 33 U.S.C. § 2701, et seq., (ix) California Health & Safety Code § 25100, et seq. (Hazardous Waste Control), (x) the Hazardous Substance Account Act, as amended, Health & Safety Code § 25300, et seq., (xi) the Unified Hazardous Waste and Hazardous Materials Management Regulatory Program, as amended, Health & Safety Code § 25404, et seq., (xii) Health & Safety Code § 25531, et seq. (Hazardous Materials Management), (xiii) the California Safe Drinking Water and Toxic Enforcement Act, as amended, Health & Safety Code § 25249.5, et seq., (xiv) Health & Safety Code § 25280, et seq. (Underground Storage of Hazardous Substances), (xv) the California Hazardous Waste Management Act, as amended, Health & Safety Code § 25170.1, et seq., (xvi) Health & Safety Code § 25501, et seq. (Hazardous Materials Response Plans and Inventory), (xvii) Health & Safety Code § 18901, et seq. (California Building Standards), (xviii) the Porter-Cologne Water Quality Control Act, as amended, California Water Code § 13000, et seq., (xix) California Fish and Game Code §§ 5650-5656 and (xx) any other federal, state or local laws, ordinances, rules, regulations, court orders or common law related in any way to the protection of the environment, health or safety. 5.5 No Buyer Bankruptcy. Buyer is not the subject of any bankruptcy proceeding, and no general assignment or general arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Buyer’s assets has been made. 5.6 Brokers and Commissions. Seller represents that it has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the sale of the Property to Buyer under this Agreement. Buyer represents that is has not dealt with any investment adviser, real estate broker or finder, or incurred any liability for any commission or fee to any investment adviser, real estate broker or finder, in connection with the purchase of the Property by Buyer under this Agreement other than Buyer having engaged Richard K. Shannon, Century 21 Hometown Realty, as a broker for Buyer in this transaction who shall be paid a brokerage fee by Buyer pursuant to a separate agreement between Buyer and the broker. Each party will indemnify, defend, protect and hold the other party harmless from any and all claims based upon any assertion that such commissions or fees are allegedly due from the party making such representations. 5.7 Tax Matters. Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder, which require the withholding of tax on the sale of real estate by a foreign person, subject to certain exemptions. No California withholding of tax or reporting pursuant to California Revenue and Taxation Code Sections 18661, 18662 and 18668 will be required with respect to the sale of the Property by Seller, which requires the withholding of taxes in connection with the sale of California real property, subject to certain exceptions. Page 34 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 11 LA #4844-0348-0406 v1 ARTICLE 6: PRE-CLOSING COVENANTS 6.1 Operation of Property. Between the Effective Date and the Closing Date, Seller will not execute any lease or license affecting the Creekside Property for a period of more than 30 days, without the prior approval of Buyer, which approval may be withheld in the sole discretion of Buyer. 6.2 Assignment. Buyer shall not assign all or any part of Buyer’s interest in this Agreement without first having obtained the written consent of Seller which shall not be unreasonably withheld. Any total or partial assignment shall not relive Buyer of Buyer’s obligation pursuant to this Agreement unless otherwise agreed in writing by Seller. 6.3 Personal Injury and Property Damage Prior to Closing. Seller agrees to indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any condition, event or circumstance relating to the Creekside Property that existed or occurred before the Closing Date, or any personal injury or property damage occurring in, on or about the Creekside Property before the Closing Date. 6.4 Government Code §52201. Prior to Closing, Seller will comply with all the requirements of Government Code §52201 regarding the sale of the Creekside Property to Buyer. 6.5 § 1031 Exchange. If Buyer so desires, Buyer shall be entitled to acquire the Property through a §1031 Exchange; provided, however, that there is no cost associated with the §1031 Exchange to Seller. ARTICLE 7: POST-CLOSING COVENANTS 7.1 Restriction on Use of Property after Closing. Restriction on Use of Property. Buyer agrees that the Property, including the Existing Building or any newly constructed building, must be used only for the Proposed Uses. . The following uses will be prohibited by the Declaration which shall run with the land against the Creekside Property, substantially in the form attached hereto as Exhibit “4”, which Declaration prohibits (by sale, lease, sub- lease or other ) the following: (a) Health care services; (b) Daycare facilities; (c) Residential care; (d) Housing (first floor); (e) Transit stations; (f) Utility facilit ies; (g) Utility infrastructure; (h) Pre-schools or related facilities; (i) Tattoo businesses; (j) Massage businesses; (k) Social services (with clients); and (l) Any business related to marijuana or marijuana byproducts including, but not limited to cultivation, sale, testing or any other business related to marijuana (“Use Restrictions”). Notwithstanding the foregoing, the following uses will be permitted as a Conditional Use Permit (CUP): (a) Personal services; (b) Schools or related facilities; (c) Social Services (staffing only); (d) Non-profits; and (e) Assembly uses. 7.2 Costs of Development of Project. All costs of developing the proposed Development Project will be borne solely by Buyer. 7.3 City Permit Fees and Charges. Unless otherwise agreed in the Agreement, Buyer will pay all standard City permit processing, development fees, and utility Page 35 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 12 LA #4844-0348-0406 v1 connection fees as required, including all time and materials costs incurred by City related to permit processing, design, and construction of the Development Project. Buyer will be responsible for determining and verifying to its satisfaction all applicable City fees and charges pertaining to the Development Project, as well as those of other agencies having jurisdiction over the Development Project. 7.4 Buyer’s Indemnification Regarding Project. Buyer agrees to protect, defend, and indemnify Seller from and against any and all claims, liabilities and demands (including attorney’s fees and costs) arising directly or indirectly out of the construction, use and/or operation of the Development Project on the Creekside Property after the Closing Date. Insurance limits will not operate to limit Buyer’s indemnification obligations under this Section and such obligations will survive the expiration or termination of the Agreement in its entirety. ARTICLE 8: GENERAL PROVISIONS 8.1 Binding on Successors. The terms, covenants, and conditions of this Agreement are binding upon and will inure to the benefit of the successors and assigns of the parties. 8.2 Entire Agreement. This Agreement contains all of the covenants, conditions, and agreements between the parties with respect to the purchase, sale and development of the Creekside Property, and supersedes all prior correspondence, agreements, and understandings, both verbal and written, between the parties with respect to the subject matter of this Agreement. No addition or modification of any term or provision of this Agreement will be effective unless set forth in writing and signed by both Seller and Buyer. 8.3 Attorneys’ Fees. If either party to this Agreement institutes legal action to interpret or enforce the terms of this Agreement, or to obtain money damages, the prevailing party will be entitled to recover from the other, in addition to costs and judgment as awarded by the court, its attorneys’ fees and disbursements incurred by such prevailing party in such action or proceeding and in any appeal in connection with such action or proceeding. If such prevailing party recovers a judgment in any such action, proceeding or appeal, all such costs, expenses and attorneys’ fees and disbursements incurred will be included in and as a part of such judgment. The prevailing party includes without limitation a party who dismisses an action or proceeding for recovery hereunder in exchange for consideration substantially equal to the relief sought in the action or proceeding. 8.4 Notices. All notices (“Notice”) or other communications required or permitted under this Agreement must be in writing and must be delivered either by hand (including by courier or reputable overnight delivery service) or deposited in the United States Mail, registered or certified mail, postage prepaid, and addressed as follows: To Seller: Atascadero Successor Agency Attn: Rachelle Rickard, City Manager 6500 Palma Avenue Atascadero, CA 93442 Email: rrickard@atascadero.org To Buyer: Clint Pearce Page 36 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 13 LA #4844-0348-0406 v1 Colony Creekside , LLC 284 Higuera San Luis Obispo, CA 93401 Email: clint@madonnaenterprises.com Notices which are delivered by hand or overnight delivery will be deemed received upon delivery; notices which are deposited in the United States Mail in accordance with the terms of this Section will be deemed received three days after the date of mailing. The foregoing addresses may be changed by notice to the other party as provided in this section. 8.5 Governing Law; Venue. This Agreement is be governed by the laws of the State of California. In any suit, action, or proceeding arising out of or related to this Agreement, or the documentation related hereto, the parties hereby submit to the jurisdiction and venue of the Superior Court in and for the County of San Luis Obispo. 8.6 Time. Time is of essence of every provision herein contained in this Agreement. 8.7 Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but all counterparts will constitute one agreement. 8.8 Exhibits. All attached exhibits are incorporated by reference and made a part of this Agreement. 8.9 Interpretation. Seller and Buyer acknowledge that each party has reviewed and revised this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any document executed and delivered by either party in connection with the transactions contemplated by this Agreement. All parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement will be construed according to the fair meaning of its language. 8.10 Further Assurances. From and after the date of this Agreement, Seller and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement in accordance with this Agreement. 8.11 Partial Invalidity. If any provision of this Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement and this Agreement will remain in full force and effect without such invalid, illegal or unenforceable provision. 8.12 Waivers. No waiver of any provision of this Agreement or any breach of this Agreement will be effective unless such waiver is in writing and signed by the waiving party and any such waiver will not be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. [Signatures on the following page.] Page 37 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 15 LA #4844-0348-0406 v1 THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF THE PARTIES have executed this Agreement effective as of the date first written above. BUYER: Colony Creekside, LLC a California limited liability company By:__________________________ Clint Pearce, Manager By:___________________________ William Frost, Manager SELLER: ATASCADERO SUCCESSOR AGENCY By: Tom O’Malley, Mayor ATTEST: By: Lara Christensen, City Clerk APPROVED AS TO FORM: CITY ATTORNEY By: Brian A. Pierik, City Attorney and Legal Counsel to Successor Agency Page 38 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-6344-1242 v1 1 Exhibit 1 to Purchase and Sale Agreement Form of Grant Deed to Buyer RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Atascadero Successor Agency Attn: Rachelle Rickard, City Manager 6500 Palma Avenue Atascadero, CA 93442 No Recording Fee: Govt. Code § 27383 (Space above this line for Recorder’s use) GRANT DEED For valuable consideration, the receipt of which is acknowledged: The ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community Redevelopment Agency of Atascadero (“Grantor”) hereby grants to Colony Creekside, LLC, a California limited liability company (“Grantee”), the real property legally described as Parcel 2 in Exhibit A (“Property”) and depicted as Parcel 2 on Exhibit B which are attached hereto and made a part hereof. The Property is conveyed subject to the Purchase and Sale Agreement (“Agreement”) entered into by the Grantor and the Grantee approved by the Grantor on January 10, 2018, and the Declaration of Restrictive Covenants (“Declaration of Restrictive Covenants”) recorded concurrently herewith. In the event of any express conflict between this Grant Deed, the Agreement and the Declaration of Restrictive Covenants, the provisions in the Declaration of Restrictive Covenants will control. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers who are duly authorized to do so on the dates specified immediately below their respective signatures. [Signatures on the following page.] Page 39 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-6344-1242 v1 2 “GRANTOR” ATASCADERO SUCCESSOR AGENCY By: Tom O’Malley, Mayor [Signature must be notarized] Dated: ATTEST: By: Lara Christensen, City Clerk Dated: APPROVED AS TO FORM: By: Brian A. Pierik, City Attorney Dated: The provisions of this Grant Deed are hereby approved and accepted. Page 40 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-6344-1242 v1 3 “GRANTEE” Colony Creekside, LLC a California limited liability company By:__________________________ Clint Pearce, Manager [Signature must be notarized] By:__________________________ William Frost, Manager [Signature must be notarized] Dated: Page 41 of 117 LA #4823-6344-1242 v1 4 STATE OF CALIFORNIA ) ) COUNTY OF SAN LUIS OBISPO ) On _____________________, before me, ________________________, personally appeared ___________________________ who 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] signature[s] on the instrument the person[s], or the entity upon behalf of which the persons 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. WITNESS my hand and official sea. Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Page 42 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-6344-1242 v1 5 STATE OF CALIFORNIA ) ) COUNTY OF SAN LUIS OBISPO ) On _____________________, before me, ________________________, personally appeared ___________________________ who 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] signature[s] on the instrument the person[s], or the entity upon behalf of which the persons acted, execu ted the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea. Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Page 43 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-6344-1242 v1 6 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Page 44 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 45 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 46 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 47 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 48 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 49 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-6344-1242 v1 7 EXHIBIT B SKETCH OF PROPERTY Page 50 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 51 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 52 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 1 Exhibit 2 to Purchase and Sale Agreement Form of Transit–center Grant Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Atascadero Successor Agency Attn: Rachelle Rickard, City Manager 6500 Palma Avenue Atascadero, CA 93442 No Recording Fee: Govt. Code § 27383 (Space above this line for Recorder’s use) GRANT DEED FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community Redevelopment Agency of Atascadero (“Grantor”) hereby GRANTS to CITY OF ATASCADERO, a municipal corporation (“Grantee”), the real property legally described as Parcel 1 in Exhibit A and depicted as Parcel 1 on Exhibit B which are attached hereto and made a part hereof . IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers who are duly authorized to do so on the dates specified immediately below their respective signatures. “GRANTOR” ATASCADERO SUCCESSOR AGENCY By: Tom O’Malley, Mayor [Signature must be notarized] Dated: ATTEST: By: Lara Christensen, City Clerk Dated: Page 53 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 2 APPROVED AS TO FORM: By: Brian A. Pierik, City Attorney Dated: Page 54 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 3 CERTIFICATE OF ACCEPTANCE Government Code Section 27281 This is to certify that the interest in real property conve yed by the Grant Deed dated __________ from the Successor Agency to the Community Redevelopment Agency of Atascadero, a public entity, to the City of Atascadero, a municipal corporation government, is hereby accepted by the undersigned officer or agent on behalf of the City of Atascadero pursuant to authority conferred by Resolution of the City Council of the City of Atascadero adopted on April 28, 1987, and the grantee consents to recordation thereof by its duly authorized officer or agent. “GRANTEE” CITY OF ATASCADERO, a municipal corporation _________________________________ Rachelle Rickard, City Manager [Signature must be notarized] Dated: __________________________ Page 55 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 4 STATE OF CALIFORNIA ) ) COUNTY OF SAN LUIS OBISPO ) On _____________________, before me, ________________________, personally appeared ___________________________ who 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] signature[s] on the instrument the person[s], or the entity upon behalf of which the persons 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. WITNESS my hand and official sea. Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Page 56 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 5 STATE OF CALIFORNIA ) ) COUNTY OF SAN LUIS OBISPO ) On _____________________, before me, ________________________, personally appeared ___________________________ who 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] signature[s] on the instrument the person[s], or the entity upon behalf of which the persons 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. WITNESS my hand and official sea. Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Page 57 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 6 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Page 58 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 59 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 60 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 61 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 62 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 63 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4848-2942-9850 v1 7 EXHIBIT B SKETCH OF PROPERTY Page 64 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 65 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 66 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-9693-0138 v1 1 Exhibit 3 to Purchase and Sale Agreement Form of Creek Plaza Grant Deed RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Atascadero Successor Agency Attn: Rachelle Rickard, City Manager 6500 Palma Avenue Atascadero, CA 93442 No Recording Fee: Govt. Code § 27383 (Space above this line for Recorder’s use) GRANT DEED FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the ATASCADERO SUCCESSOR AGENCY, the Successor Agency to the Community Redevelopment Agency of Atascadero (“Grantor”) hereby GRANTS to CITY OF ATASCADERO, a municipal corporation (“Grantee”), the real property legally described as Parcel 3 in Exhibit A and depicted as Parcel 3 on Exhibit B which are attached hereto and made a part hereof . IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers who are duly authorized to do so on the dates specified immediately below their respective signatures. “GRANTOR” ATASCADERO SUCCESSOR AGENCY By: Tom O’Malley, Mayor [Signature must be notarized] Dated: ATTEST: By: Lara Christensen, City Clerk Dated: Page 67 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-9693-0138 v1 2 APPROVED AS TO FORM By: Brian A. Pierik, City Attorney Dated: Page 68 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-9693-0138 v1 3 CERTIFICATE OF ACCEPTANCE Government Code Section 27281 This is to certify that the interest in real property conveyed by the Grant Deed dated __________ from the Successor Agency to the Community Redevelopment Agency of Atascadero, a public entity, to the City of Atascadero, a municipal corporation government, is hereby accepted by the undersigned officer or agent on behalf of the City of Atascadero pursuant to authority conferred by Resolution of the City Council of the City of Atascadero adopted on April 28, 1987, and the grantee consents to recordation thereof by its duly authorized officer or agent. “GRANTEE” CITY OF ATASCADERO, a municipal corporation _________________________________ Rachelle Rickard, City Manager [Signature must be notarized] Dated: __________________________ Page 69 of 117 LA #4823-9693-0138 v1 4 STATE OF CALIFORNIA ) ) COUNTY OF SAN LUIS OBISPO ) On _____________________, before me, ________________________, personally appeared ___________________________ who 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] signature[s] on the instrument the person[s], or the entity upon behalf of which the persons 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. WITNESS my hand and official sea. Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Page 70 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-9693-0138 v1 5 STATE OF CALIFORNIA ) ) COUNTY OF SAN LUIS OBISPO ) On _____________________, before me, ________________________, personally appeared ___________________________ who 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] signature[s] on the instrument the person[s], or the entity upon behalf of which the persons 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. WITNESS my hand and official sea. Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Page 71 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-9693-0138 v1 6 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Page 72 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 73 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 74 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 75 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 76 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 77 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4823-9693-0138 v1 7 EXHIBIT B SKETCH OF PROPERTY Page 78 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 79 of 117 ITEM NUMBER: SA B-1DATE: 01/09/18ATTACHMENT: 2Page 80 of 117 ITEM NUMBER: SA B-1 DATE: ATTACHMENT: 01/09/18 2 LA #4831-3578-3002 v1 1 Exhibit 4 to Purchase and Sale Agreement Form of Declaration of Restrictive Covenants RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Atascadero Successor Agency Attn: Rachelle Rickard, City Manager 6500 Palma Avenue Atascadero, CA 93442 No Recording Fee: Govt. Code § 27383 (Space above this line for Recorder’s use) DECLARATION OF RESTRICTIVE COVENANTS [Language consistent with Section 7.1 of Purchase and Sale Agreement to be inserted regarding restrictions on use of Property.] Page 81 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 82 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 83 of 117 ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 84 of 117 PROJECT ENVIRONMENTAL ANALYSIS The City of Atascadero’s environmental review process incorporates all of the requirements for completing the Initial Study as required by the California Environmen tal Quality Act (CEQA) and the CEQA Guidelines. The Initial Study includes Staff’s on-site inspection of the project site and surrounding and a detailed review of the information on file for the proposed project. In addition, available background information is reviewed for each project. Relevant information regarding soil types and characteristics, geological information, significant vegetation and/or wildlife resources, water availability, wastewater disposal service, existing land uses and surrounding la nd use categories and other information relevant to the environmental review process are evaluated for each project. Exhibit A includes the references use d, as well as the agencies or groups that were contacted as a part of this initial study. The City of Atascadero uses the checklist to summarize the results of the research accomplished during the initial environmental review of the project. Persons, agencies, or organizations interested in obtaining more information regarding the environmental review process for a project should contact the Community Development Department, 6500 Palma Avenue, Atascadero, CA 93422 or call (805) 461-5035. A. PROPOSED PROJECT Description: The project involves the sale of the property located at 6907/6901 El Camino Real by the Successor agency of the Redevelopment Agency of the City of Atascadero. The sale would convey the property to a private buyer with the intent of retaining the building for uses that are currently allowed under the City’s zoning ordinance. A component of the sale also includes the subdivision of portions of the subject property that will create a total of 3 lots, two of which will be retained by the City and one that will be the subject of the building sale. The minor subdivision will separate the exist ing transit center and the existing public plaza areas into separate parcels that will be retained by the City, while the remaining parcel housing the Creekside building at 6907/6901 El Camino Real will be sold for private uses. The property (including the Creekside Building) was used by the City as a temporary City Hall following an earthquake in December 2003, which caused substantial damages to the Historic City Hall. The City moved back into the Historic City Hall after repairs were completed in 2013. Since 2013, the Creekside Building has remained vacant as the Successor Agency attempted to find a buyer for the Property. The sale of the Property to a private buyer will allow the existing building to be put back into a conforming land use. No constru ction or changes to the building or site are proposed as part of this sale or minor subdivision. Assessor parcel number: 029-361-045 Other public agencies whose approval is required: None ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 85 of 117 B. EXISTING SETTING Land use designation: Downtown (D) Zoning district: Downtown Commercial (DC) Parcel size: 2.26 acres Topography: Relatively Flat Average Slope: Less than 5% Vegetation: Urban Infill, previously developed Existing use: Vacant building Surrounding Land Use: North: South: East: West: City Hall/Creek & Commercial Uses Commercial Commercial Commercial ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 86 of 117 This Page Has Been Left Blank ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 87 of 117 C. ENVIRONMENTAL ANALYSIS During the initial study process, no issues were identified as having a potentially significant environmental effect (see following Initial Study). CITY OF ATASCADERO INITIAL STUDY CHECKLIST 1. AESTHETICS – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Have a substantial adverse effect on an adopted scenic vista? ☐ ☐ ☐ ☒ b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? ☐ ☐ ☐ ☒ c) Substantially degrade the existing visual character or quality of the site and its surroundings? ☐ ☐ ☐ ☒ d) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero Creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision. The proposed project is not located within an adopted scenic vista and there are no natural scenic resources on site or within the vicinity. Surrounding uses include non-residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square Theater and restaurants, and the Sunken Gardens Park. The existing building is one-story in height, and contains standard commercial lighting. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. MITIGATION / CONCLUSION: There will be no new construction as part of the proposed property subdivision and sale. New building occupants will conform to the City’s Zoning Ordinance. No impacts will occur. ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 88 of 117 2. AGRICULTURE RESOURCES – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland) to nonagricultural use? ☐ ☐ ☐ ☒ b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? ☐ ☐ ☐ ☒ c) Conflict with existing zoning for, or cause rezoning of, forest land, timberland or timberland zoned Timberland Production? ☐ ☐ ☐ ☒ d) Result in the loss of forest land or conversion of forest land to non-forest use? ☐ ☐ ☐ ☒ e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland to non-agricultural use or conversion of forest land to non-forest use? ☐ ☐ ☐ ☒ EXISTING SETTING: The current general plan land use designation is Downtown (D) and currently contains existing non-residential development and which will remain. There are no agriculture activities occurring on-site. MITIGATION / CONCLUSION: Agriculture resources are not located on-site, therefore no impact. 3. AIR QUALITY – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Conflict with or obstruct implementation of the applicable air quality plan? ☐ ☐ ☐ ☒ b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation? ☐ ☐ ☐ ☒ c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non- attainment under an applicable federal or state ambient air quality standard ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 89 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable (including releasing emissions which exceed quantitative thresholds for ozone precursors)? d) Expose sensitive receptors to substantial pollutant concentrations? ☐ ☐ ☐ ☒ e) Create objectionable odors affecting a substantial number of people? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision of land. Surrounding uses include non- residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. Any new uses will conform to the City’s Zoning Ordinance. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. Occupancy of this building will be similar to the building’s previous use; therefore no changes to air quality will occur. MITIGATION / CONCLUSION: There will be no new construction as part of the proposed property subdivision and sale. New building occupants will conform to the City’s Zoning Ordinance. No impacts will occur. 4. GREENHOUSE GAS EMISSIONS – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? ☐ ☐ ☐ ☒ b) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases? b) Conflict with an applicable plan, policy or regulation adopted for the purpose of reducing the emissions of greenhouse gases? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 90 of 117 EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision of land. Surrounding uses include non- residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. Occupancy of this building will be similar to the building’s previous use; therefore no changes to greenhouse gas emissions will occur. MITIGATION / CONCLUSION: There will be no new construction as part of the proposed property subdivision and sale. New building occupants will conform to the City’s Zoning Ordinance. No impacts will occur. 5. BIOLOGICAL RESOURCES – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Wildlife (CDFW) or U.S. Fish and Wildlife Service (USFWS)? ☐ ☐ ☐ ☒ b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations or CDFW and USFWS? ☐ ☐ ☐ ☒ c) Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act through direct removal, filling, hydrological interruption, or other means? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 91 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? ☐ ☐ ☒ ☐ e) Conflict with policies or ordinances protecting biological resources, such as the tree native tree ordinance? ☐ ☐ ☐ ☒ f) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? ☐ ☐ ☐ ☒ EXISTING SETTING: The project site consists of previously developed parcels that are presently underdeveloped, vacant, or in use as non-residential uses in the downtown. All areas of the site have been previously disturbed and are not home to any known native or threatened species. The site has been previously graded and has an average slope below 5%. The site is adjacent to El Camino Real, Atascadero Creek, and is in the Downtown. PROPOSED PROJECT: The project would involve the sale and occupancy of an existing building. No changes to the adjacent creek or impacts to the creek area and associated riparian habitat are anticipated. No new construction or modifications to the building or adjacent areas are proposed. MITIGATION / CONCLUSION: No biological resources are on-site, nor directly adjacent to the project site, nor are any trees proposed to be removed. The site has been previously developed and is located between an arterial road and Highway 101, therefore no biological impacts are anticipated. 6. CULTURAL RESOURCES – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Cause a substantial adverse change in the significance of a historical resource? ☐ ☐ ☐ ☒ b) Cause a substantial adverse change in the significance of an archaeological resource? ☐ ☐ ☐ ☒ c) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 92 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable d) Disturb any human remains, including those interred outside of formal cemeteries? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero Creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision of land. Surrounding uses include non- residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. MITIGATION / CONCLUSION: There will be no new construction as part of the proposed property subdivision and sale. New building occupants will conform to the City’s Zoning Ordinance. No impacts will occur. Since occupancy of the building and separation of developed sites surrounding the building will not result in physical changes to the site, there are no anticipated impacts to cultural resources. 7. GEOLOGY AND SOILS – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Result in the exposure to or production of unstable earth conditions including the following:  Landslides;  Earthquakes;  Liquefaction;  Land subsidence or other similar hazards? ☐ ☐ ☒ ☐ b) Be within a California Geological Survey “Alquist-Priolo” Earthquake Fault Zone, or other known fault zone? (consultant Division of Mines and Geology Special Publication #42) ☐ ☐ ☐ ☒ c) Result in soil erosion, topographic changes, loss of topsoil or unstable soil conditions from proposed improvements such as grading, vegetation removal, ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 93 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable excavation or use of fill soil? d) Include any structures located on known expansive soils? ☐ ☐ ☒ ☐ e) Be inconsistent with the goals and policies of the City’s Safety element relating to geologic and seismic hazards? ☐ ☐ ☐ ☒ f) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? ☐ ☐ ☐ ☒ EXISTING SETTING: Based on the City’s Geographical Information Systems (GIS), the project site is in a location with a high risk of liquefaction and low risk of landslide or subsidence. The site is located relatively close to a known fault line but is not located within a California Geological Survey “Alquist-Priolo” Earthquake Fault Zone. A GIS expansion determination indicates that the bearing soils lie in the “Moderate” expansion potential ranges. Although there are no known faults within the project area, there are faults located near the City that have been known to create seismic events. PROPOSED PROJECT: The proposed project does not involve any changes to the existing building. The existing building meets current seismic standards and is not on the Cit y’s list of unreinforced masonry buildings. MITIGATION / CONCLUSION: No new construction is proposed. No mitigation is required. 8. HAZARDS AND HAZARDOUS MATERIALS – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 94 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable b) Create a hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? ☐ ☐ ☐ ☒ c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? ☐ ☐ ☐ ☒ d) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? ☐ ☐ ☐ ☒ e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? ☐ ☐ ☐ ☒ f) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working in the project area? ☐ ☐ ☐ ☒ g) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? ☐ ☐ ☐ ☒ h) Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? ☐ ☐ ☐ ☒ EXISTING SETTING: The project site does not have any documented hazardous materials on or around the site. The proposed project is within the urban core and not located near wildlands. Geographical Information Systems (GIS) shows the project site to be in a medium fire hazard zone. The City of Atascadero adopts the California Building Code in addition to the 2015 Wildlife Urban Interface Code that specifically regulates construction methodology in high fire risk areas. ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 95 of 117 PROPOSED PROJECT: No development or construction is proposed as part of the building sale. The proposed project does not generate or involve the use of significant amounts of hazardous materials. There are no known hazardous materials on the site or nearby, therefore, there is no impact. The project will not impair implementation of an adopted emergency response plan within the City. MITIGATION / CONCLUSION: No construction or site modification is proposed as part of the building sale and minor subdivision of land. Therefore, no mitigation is required. 9. WATER QUALITY / HYDROLOGY – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Violate any water quality standards or waste discharge requirements? ☐ ☐ ☒ ☐ b) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of preexisting nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? ☐ ☐ ☐ ☒ c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on- or off-site? ☐ ☐ ☐ ☒ d) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off-site? ☐ ☐ ☐ ☒ e) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? ☐ ☐ ☐ ☒ f) Otherwise substantially degrade water quality? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 96 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable g) Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? ☐ ☐ ☐ ☒ h) Place within a 100-year flood hazard area structures which would impede or redirect flood flows? ☐ ☐ ☐ ☒ i) Expose people or structures to a significant risk of loss, injury or death involving flooding, including flooding as a result of the failure of a levee or dam? ☐ ☐ ☐ ☒ j) Inundation by seiche, tsunami, or mudflow? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero Creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision. Surrounding uses include non-residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. CONCLUSION: No new construction is proposed and no modifications to the site are proposed, therefore, no impact. 10. LAND USE & PLANNING – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Physically divide an established community? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 97 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project adopted for the purpose of avoiding or mitigating an environmental effect? ☐ ☐ ☐ ☒ c) Conflict with any applicable habitat conservation plan or natural community conservation plan? ☐ ☐ ☐ ☒ EXISTING SETTING: The site’s general plan designation is Downtown (D). The site’s zoning district is Downtown Commercial (DC) which allows a variety of office, retail, and hospitality uses. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. CONCLUSION: The proposed project will not have any adverse effects on land use and planning. All existing development will remain. No new development is proposed. 11. MINERAL RESOURCES – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? ☐ ☒ ☐ ☒ b) Result in the loss of availability of a locally important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero Creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision. Surrounding uses include non-residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. There are no known mineral resources on the site. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 98 of 117 improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. MITIGATION / CONCLUSION: Mineral resources are not located on-site, and no development proposed as a result of the building sale, therefore, no impact. 12. NOISE – Will the project result in: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? ☐ ☐ ☐ ☒ b) Exposure of persons to or generation of excessive ground borne vibration or ground borne noise levels? ☐ ☐ ☐ ☒ c) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? ☐ ☐ ☒ ☐ d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? ☐ ☐ ☒ ☐ e) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? ☐ ☐ ☐ ☒ f) For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? ☐ ☐ ☐ ☒ EXISTING SETTING: The City’s General plan identified the site to be within noise contours generated by both El Camino Real and Highway 101. The City’s Noise Contour Map has identified the site as outside of the 65 decibel contour due to its proximity to El Camino Real and the Highway 101 as the site is located on the interior of the property. There are no airports within the project vicinity and the project is not located within an airport land use plan. ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 99 of 117 PROPOSED PROJECT: The proposed project includes the sale of property and the minor subdivision of the parcel in order for the City to retain ownership of the public space areas. The building has remained vacant since 2013 while an owner for the building was sought. Re- occupancy of the building will increase the number of people on the site compared to existing conditions, however, the existing building is part of a commercial center in the Downtown core and was occupied for a number of years prior to 2013. MITIGATION / CONCLUSION: No new construction or site modifications are proposed as part of the building sale or subdivision of land. Any noise increase from re-occupancy of the building is expected to minor and in keeping with the vibrant character of the surrounding area. 13. POPULATION & HOUSING – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? ☐ ☐ ☒ ☐ b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? ☐ ☐ ☐ ☒ c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? ☐ ☐ ☐ ☒ EXISTING SETTING: The existing site contains one commercial building, a pedestrian plaza, and a transit center along the Capistrano Ave frontage. No housing is located on the project site. PROPOSED PROJECT: The project includes the sale of property and minor subdivision of land. The subdivision will allow the City to retain portions of the existing property currently housing a city transit facility and a pedestrian plaza. The development will not displace any current residences. Sale and occupancy of the building will result in the potential for new jobs in the vicinity and slight increases in local employment. Currently, the City of Atascadero is experiencing an imbalance in the number of jobs vs. the number of residential units. Mos t residents travel outside the city to seek employment. Occupancy of this site will aid the City’s jobs/housing imbalance. MITIGATION / CONCLUSION: No new constriction or site modification is proposed. The proposed project will not have any significant negative impact on population and housing. 14. PUBLIC SERVICE: Will the proposed project have an effect upon, or result in the need for new or altered public services in any of the following areas: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 100 of 117 Will the proposed project have an effect upon, or result in the need for new or altered public services in any of the following areas: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Emergency Services (Atascadero Fire)? ☐ ☐ ☒ ☐ b) Police Services (Atascadero Police)? ☐ ☐ ☒ ☐ c) Public Schools? ☐ ☐ ☒ ☐ d) Parks? ☐ ☐ ☒ ☐ e) Other public facilities? ☐ ☐ ☒ ☐ EXISTING SETTING: The existing building is currently served by existing City services. The site is developed with one commercial building, a pedestrian plaza, and transit center along the Capistrano Ave frontage. PROPOSED PROJECT: This project involves only the sale of the building and the subdivision of land to create 3 parcels, 2 of which contain existing public facilities and will be retained by the City of Atascadero. No development is proposed. No changes to the level of services that were previously triggered by the existing building are anticipated to occur. The proposed project is within the Atascadero Urban Services Line and will not result in the need for new or altered public services outside of the slight increase in people working and occupying the site upon occupancy. However, these occupancy levels will not exceed levels previously experienced at this site and will not exceed levels anticipated with the general plan. MITIGATION / CONCLUSION: No new constriction or site modification is proposed. Occupancy levels will not exceed levels previously experienced at this site and will not exceed levels anticipated with the general plan. The proposed project will not have any significant negative impact on public services. 15. RECREATION: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? ☐ ☐ ☐ ☒ b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero creek. Prior to the building being converted to office uses, it ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 101 of 117 was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision of land. Surrounding uses include non- residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. PROPOSED PROJECT: The proposed project involves the sale of property. As a condition of the sale, small portions of the property are to be subdivided/separated so that the existing public improvements (public plaza and transit center) can be separated from the Creekside Building site to allow for sale to be limited to the building and associated adjacent site improvements only. No changes are proposed to the plaza, transit center, or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. MITIGATION / CONCLUSION: The proposed project will not have any significant impacts on recreational uses. 16. TRANSPORTATION / TRAFFIC – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation including mass transit and non-motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? ☐ ☐ ☐ ☒ b) Conflict with an applicable congestion management program, including, but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? ☐ ☐ ☐ ☒ c) Result in a change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? ☐ ☐ ☐ ☒ d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? ☐ ☐ ☐ ☒ e) Result in inadequate emergency access? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 102 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable f) Conflict with adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities, or otherwise decrease the performance or safety of such facilities? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision of land. Surrounding uses include non- residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. The property abuts the City’s Regional Transit Center. PROPOSED PROJECT: The proposed project involves the sale of the property. As a condition of the sale, small portions of the property are to be subdivided/separated from the building sale to be retained for public use. These two portions include an existing transit center on Capistrano Avenue and an existing plaza and vacant portion of land adjacent to Atascadero creek. No changes are proposed to the plaza, transit center or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. Occupancy levels will be similar to previous/historic uses on the site. CONCLUSION: No changes to area or on-site traffic and circulation changes are anticipated to occur with the sale and/or occupancy of the building. The proposed project will not have any significant impacts on transportation or traffic. 17. UTILITIES AND SERVICE SYSTEMS – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? ☐ ☐ ☒ ☐ b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? ☐ ☐ ☒ ☐ c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 103 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? ☐ ☐ ☐ ☒ e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has adequate capacity to serve the project’s projected demand in addition to the provider’s existing commitments? ☐ ☐ ☒ ☐ f) Be served by a landfill with sufficient permitted capacity to accommodate the project’s solid waste disposal needs? ☐ ☐ ☐ ☒ g) Comply with federal, state, and local statutes and regulations related to solid waste? ☐ ☐ ☐ ☒ EXISTING SETTING: The existing building has sewer service from the City and water services from Atascadero Mutual Water Company (AMWC). Existing drainage facilities on-site includes run-off from private drainage systems to the City’s storm drain system, as the existing parcels were previously developed. The site is currently serviced by Atascadero Waste Alternatives, which transports solid waste to the Chicago Grade landfill. No changes to these services would occur as part of the sale or occupancy of the building. PROPOSED PROJECT: The proposed project involves the sale of the property. As a condition of the sale, small portions of the property are to be subdivided/separated from the building sale to be retained for public use. These two portions include an existing transit center on Capistrano Avenue and an existing plaza and vacant portion of land adjacent to Atascadero creek. No changes are proposed to the plaza, transit center or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. Occupancy levels will be similar to previous/historic uses on the site. CONCLUSION: No changes to water or wastewater are anticipated to occur with the sale and/or occupancy of the building. The future occupancy will be similar to previous occupancy of the building. Any changes to the occupancy would require further review and no such changes are proposed at this time. 18. TRIBAL & CULTURAL RESOURCES – Will the project: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 104 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Cause a substantial adverse change in the significance of a tribal cultural resource, defined in Public Resources Code section 21074 as either a site, feature, place, cultural landscape, sacred place, or object with cultural value to a California Native American tribe?: ☐ ☐ ☐ ☒ b) Impact a listed or eligible for listing in the California Register of Historical Resources, or in a local register of historical resources as define in Public Resources Code Section 5020.1(k)? ☐ ☐ ☐ ☒ c) Impact a resource determined by the lead agency, in its discretion and supported by substantial evidence, to be significant pursuant to criteria set forth in subdivision (c) of Public Resources Code Section 5024.1. In applying the criteria set forth in subdivision (c) of Public Resources Code Section 5024.1. The lead agency shall consider the significance of the resource to a California native American Tribe? ☐ ☐ ☐ ☒ EXISTING SETTING: The existing unoccupied building and commercial site is not listed as a significant cultural or historic resource, nor is it located near one. The site is not listed and not eligible for listing through local register of places significant to Atascadero’s history. PROPOSED PROJECT: This project only involves a change in ownership of an existing building and property. CONCLUSION: A change in ownership or building occupancy will not impact cultural resources. 19. MANDATORY FINDINGS OF SIGNIFICANCE: Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? ☐ ☐ ☐ ☒ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 105 of 117 Potentially Significant Impact Requires Mitigation Insignificant Impact Not Applicable b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects) ☐ ☐ ☒ ☐ c) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? ☐ ☐ ☐ ☒ EXISTING SETTING: The proposed project is located within a developed retail center adjacent to El Camino Real and Atascadero Creek. Prior to the building being converted to office uses, it was utilized as a bowling alley. No changes to the existing building or site are proposed in conjunction with the building sale or minor subdivision of land. Surrounding uses include non- residential uses, Atascadero City Hall, the recently completed pedestrian bridge, Colony Square commercial development, and the Sunken Gardens Park. The property abuts the City’s Regional Transit Center. PROPOSED PROJECT: The proposed project involves the sale of the property. As a condition of the sale, small portions of the property are to be subdivided/separated from the building sale to be retained for public use. These two portions include an existing transit center on Capistrano Avenue and an existing plaza and vacant portion of land adjacent to Atascadero Creek. No changes are proposed to the plaza, transit center or any portion of land to be separated from the property containing the building. The sale of the building does not involve any changes or construction associated with the building or site. It is assumed that the sale of the building will result in a new tenant that will occupy the building. Occupancy levels will be similar to previous/historic uses on the site. The existing building is consistent with the underlying zoning district, Downtown Commercial (DC), and meets the goals, policies, and implementation of both the General Plan, and the Downtown Revitalization Plan. The proposed project and the cumulative effects will not have an impact on existing and future projects, nor does the proposed project have any environmental effects which will cause substantial adverse effects on residents, either directly or indirectly. CONCLUSION: The proposed project will not have a significant cumulative impact. For further information on California Environmental Quality Act (CEQA) or the City’s environmental review process, please visit the City’s website at www.atascadero.org under the Community Development Department or the California Environmental Resources Evaluation System at: http://resources.ca.gov/ceqa/ for additional information on CEQA. ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 106 of 117 Exhibit a – Initial Study References & Outside Agency Contacts The Community Development Department of the City of Atascadero has contacted various agencies for their comments on the proposed project. With respect to the proposed project, the following outside agencies have been contacted (marked with a ☒) with a Notice of Intent to Adopt a Proposed Negative / Mitigated Negative Declaration. ☒ Atascadero Mutual Water Company ☐ Native American Heritage Commission ☒ Atascadero Unified School District ☒ San Luis Obispo Council of Governments ☒ Atascadero Waste Alternatives ☒ San Luis Obispo Air Pollution Control District ☐ AB 52 – Salinan Tribe ☐ San Luis Obispo Integrated Waste Management Board ☐ AB 52 – Northern Chumash Tribe ☐ Regional Water Quality Control Board District 3 ☐ AB 52 – Xolon Salinan Tribe ☐ HEAL SLO – Healthy Communities Workgroup ☐ AB 52 – Other ☒ US Postal Service ☐ California Highway Patrol ☒ Pacific Gas & Electric (PG&E) ☐ California Department of Fish and Wildlife (Region 4) ☒ Southern California Gas Co. (SoCal Gas) ☐ California Department of Transportation (District 5) ☒ San Luis Obispo County Assessor ☒ Pacific Gas & Electric ☐ LAFCO ☐ San Luis Obispo County Planning & Building ☐ Office of Historic Preservation ☐ San Luis Obispo County Environmental Health Department ☐ Charter Communications ☐ Upper Salians – Las Tablas RCD ☐ CA Housing & Community Development ☐ Central Coast Information Center (CA. Historical Resources Information System) ☐ CA Department of Toxic Substances Control ☐ CA Department of Food & Agriculture ☐ US Army Corp of Engineers ☐ CA Department of Conservation ☐ Other: ☐ CA Air Resources Board ☐ Other: ☐ Address Management Service ☐ Other: ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 107 of 117 The following checked (“☒”) reference materials have been used in the environmental review for the proposed project and are hereby incorporated by reference into the Initial Study. The following information is available at the Community Development Department and requested copies of information may be viewed by requesting an appointment with the project planner at (805) 461-5000. ☒ Project File / Application / Exhibits / Studies ☒ Adopted Atascadero Capital Facilities Fee Ordinance ☒ Atascadero General Plan 2025 / Final EIR ☐ Atascadero Inclusionary Housing Policy ☒ Atascadero Municipal Code ☒ SLO APCD Handbook ☒ Atascadero Appearance Review Manual ☒ Regional Transportation Plan ☒ Atascadero Urban Stormwater Management Plan ☒ Flood Hazard Maps ☐ Atascadero Hillside Grading Guidelines ☒ CDFW / USFW Mapping ☐ Atascadero Native Tree Ordinance & Guidelines ☐ CA Natural Species Diversity Data Base ☒ Atascadero Climate Action Plan (CAP) ☒ Archeological Resources Map ☒ Atascadero Downtown Revitalization Plan ☒ Atascadero Mutual Water Company Urban Water Management Plan ☐ Atascadero Bicycle Transportation Plan ☐ CalEnvironScreen ☒ Atascadero GIS mapping layers ☐ Other _______________ ☐ Other _______________ ☐ Other _______________ ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 108 of 117 PLN 2017-1676 Creekside Building Sale / City of Atascadero Figure 1 – Location Map / General Plan & Zoning Downtown (D) / Downtown Commercial (DC) ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 109 of 117 Figure 2 – Aerial Mapping Proposed Lot 1: Transit Center Proposed Lot 2: Creekside Building – portion for sale Proposed Lot 3: Public Plaza ITEM NUMBER: SA B-1 DATE: 01/09/18 ATTACHMENT: 3 Page 110 of 117 ITEM NUMBER: SA C-1 DATE: 01/09/18 Successor Agency to the Community Redevelopment Agency of Atascadero Staff Report – Administrative Services Approval of Recognized Obligation Payment Schedule 18-19 July 1, 2018 - June 30, 2019 RECOMMENDATION: Successor Agency Board approve the Draft Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2018 through June 30, 2019 (ROPS 18-19), including the Administrative Budget, pursuant to Health and Safety Code. DISCUSSION: On December 29, 2011, the California Supreme Court delivered its decision in the California Redevelopment Association v. Matosantos case. The decision upheld AB1x 26, the Dissolution Act, and found AB1x 27, the Alternative Redevelopment Program Act, unconstitutional. AB1x 26 dissolved the Redevelopment Agency as of February 1, 2012, the new dissolution date e stablished by the Supreme Court. On January 10, 2012 the City of Atascadero elected to become the Successor Agency to the Community Redevelopment Agency of Atascadero. AB 1484 was signed by the Governor on June 27, 2012 and further changed the process for dissolving redevelopment agencies. Pursuant to Health and Safety Code (HSC) section 34177(o)(1), commencing with the ROPS covering the period July 1, 2016 to June 30, 2017 and thereafter, agencies shall submit an oversight board approved annual ROPS to the Department of Finance (DOF) and the County Auditor-Controller by February 1, 2016 and each February 1 thereafter. The Successor Agency must report all expected obligations for the one year period starting the following July. The attached ROPS covers the period of July 1, 2018 through June 30, 2019, and is referred to as ROPS 18-19. HSC section 34171 provides an administrative cost allowance for the successor agencies to carry out wind-down activities of the former redevelopment agencies and to administer the Oversight Board. The annual amount shall be not less than $250,000, unless certain conditions apply. Page 111 of 117 ITEM NUMBER: SA C-1 DATE: 01/09/18 HSC 34171 (in part) states: “(b) (3) Commencing July 1, 2016, and for each fiscal year thereafter, the administrative cost allowance shall be up to 3 percent of the actual property tax distributed to the successor agency by the county auditor-controller in the preceding fiscal year for payment of approved enforceable obligations, reduced by the successor agency's administrative cost allowance and loan repayments made to the city, county, or city and county that created the redevelopment agency that it succeeded pursuant to subdivision (b) of Section 34191.4 during the preceding fiscal year. However, the administrative cost allowance shall not be less than two hundred fifty thousand dollars ($250,000) in any fiscal year, unless this amount is reduced by the oversight board or by agreement between the successor agency and the department.” Given the expected level of maintenance and close -out activities, the Agency is requesting only $89,740 in Administrative Allowance for fiscal year 2018-2019. The Draft ROPS 18-19 estimates that $1,989,663 in Redevelopment Property Tax Trust Fund (RPTTF) funding will be needed for the July 1, 2018 through June 30, 2019 period. Once approved by the Successor Agency Board, the ROPS 18-19, including the Administrative Budget, will be submitted for approval to the Oversight Board, the County Auditor-Controller, the State Controller, and the DOF. The DOF will have until April 15th to review the ROPS and to object to items that do not meet the definition of an Enforceable Obligation. FISCAL IMPACT: None for this action. The purpose of approving the Draft Recognized Obligation Schedules is to ensure that the City acting as Successor Agency will be able to make certain payments for obligations of the former RDA. ATTACHMENTS: 1. Draft Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2018 through June 30, 2019 2. Successor Agency Proposed Administrative Allowance Budget - July 1, 2018 through June 30, 2019 Page 112 of 117 Successor Agency:Atascadero County:San Luis Obispo Current Period Requested Funding for Enforceable Obligations (ROPS Detail) 18-19A Total (July - December) 18-19B Total (January - June) ROPS 18-19 Total A 806,669$ 225,405$ 1,032,074$ B - - - C 806,669 225,405 1,032,074 D - - - E 933,972$ 1,040,691$ 1,974,663$ F 882,502 1,002,421 1,884,923 G 51,470 38,270 89,740 H Current Period Enforceable Obligations (A+E):1,740,641$ 1,266,096$ 3,006,737$ Name Title /s/ Signature Date Recognized Obligation Payment Schedule (ROPS 18-19) - Summary Filed for the July 1, 2018 through June 30, 2019 Period Enforceable Obligations Funded as Follows (B+C+D): RPTTF Redevelopment Property Tax Trust Fund (RPTTF) (F+G): Bond Proceeds Reserve Balance Other Funds Administrative RPTTF Certification of Oversight Board Chairman: Pursuant to Section 34177 (o) of the Health and Safety code, I hereby certify that the above is a true and accurate Recognized Obligation Payment Schedule for the above named successor agency. ITEM NUMBER: SA C-1 DATE: 01/09/18 ATTACHMENT: 1 Page 113 of 117 A B C D E F G H I J K L M N O P Q R S T U V W Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF Bond Proceeds Reserve Balance Other Funds RPTTF Admin RPTTF $ 46,693,327 $ 3,006,737 $ - $ 806,669 $ - $ 882,502 $ 51,470 $ 1,740,641 $ - $ 225,405 $ - $ 1,002,421 $ 38,270 $ 1,266,096 1 2010 Reimbursement/ Bond Bonds Issued On or Before 9/1/2010 10/1/2040 City of Atascadero (then Debt Service on 2010 Bonds 28,153,056 N $ 975,813 612,857 $ 612,857 362,956 $ 362,956 2 2010 Reimbursement/ Bond Financing agreement with City of Atascadero Bonds Issued On or Before 12/31/10 9/1/2010 10/1/2040 City of Atascadero (then passed through to BNY) Trustee services for the life of the 2010 Bonds 69,750 N $ 2,750 2,750 $ 2,750 $ - 3 2004/2005 Redevelopment Bonds Bonds Issued On or Before 12/31/10 11/1/2004 9/1/2034 Bank of New York Mellon Debt Service on 2004/2005 Bonds 15,048,920 N $ 1,680,980 613,765 225,405 $ 839,170 225,405 616,405 $ 841,810 5 2004/2005 Redevelopment Bonds Bonds Issued On or Before 12/31/10 11/1/2004 9/1/2034 Bank of New York Mellon Trustee services for the life of the 2004/2005 Bonds 51,500 N $ 2,650 2,650 $ 2,650 $ - 6 City Loan #1 entered into in 1998 City/County Loan (Prior 06/28/11), Cash exchange 11/1/1998 1/1/2099 City of Atascadero Loan for Start-up costs 155,175 N 7 City Loan #2 entered into in 2001 City/County Loan (Prior 06/28/11), Cash exchange 6/28/2001 1/1/2099 City of Atascadero Revolving Loan 500,000 N 8 City Loan #3 entered into in 2002 City/County Loan (Prior 06/28/11), Cash exchange 6/12/2002 1/1/2099 City of Atascadero Loan for purchase of building housing an adult store 720,000 N 10 Administration Allowance Admin Costs 1/1/2014 6/30/2014 City of Atascadero Administrative expenses for successor agency in accordance with AB1X26 through June 2016 including - office expense, postage, legal notices, computer costs, phone costs, operations, professional development, direct staff time, general overhead 1,325,000 N $ 89,740 51,470 $ 51,470 38,270 $ 38,270 11 Colony Square Conditions, Covenants and Restrictions Property Maintenance 6/10/2008 1/1/2099 Colony Square, LLC Contract for required participation in maintenance of common areas for Colony Square (estimated cost is listed for 3 years, however required as long as RDA owns the lot) 142,816 N $ 15,000 15,000 $ 15,000 $ - 12 Maintenance of Creekside Building Property Maintenance 2/23/2010 1/1/2099 Various vendors Maintenance of Creekside Building 289,206 N $ 46,900 23,840 $ 23,840 23,060 $ 23,060 123 Sale of Creekside Building Property Dispositions 1/1/2014 1/1/2099 Unknown Costs associated with marketing and sale of Creekside Building in accordance with PMP 192,904 N $ 192,904 192,904 $ 192,904 $ - 124 Historic City Hall Earthquake Repair/Rehab Project Improvement/Infrastructure 1/1/2014 1/1/2099 FEMA FEMA grant adjustments N 125 Historic City Hall Earthquake Repair/Rehab Project Improvement/Infrastructure 1/1/2014 1/1/2099 CalOES Cal OES grant adjustments N 126 Demolition of RDA portable building Property Dispositions 1/1/2099 1/1/2099 Unknown Demolition of RDA portable building 20,000 N $ - $ - $ - 127 Lease for former Chamber building Property Maintenance 5/1/2009 1/1/2099 City of Atascadero Lease of Land that RDA portable sits on - N $ - $ - $ - 128 Historic City Hall Earthquake Repair/Rehab Project Bonds Issued On or Before 12/31/10 1/1/2099 1/1/2099 Unknown Historic City Hall Earthquake Repair/Rehab Project: Exterior Lighting Package N $ - $ - $ - 129 Master Agreement with City Bond Funded Project – Pre- 2011 1/1/2099 1/1/2099 City of Atascadero Remaining Bond Funds including activity related to Historic City Hall Earthquake Repair/Rehab N $ - $ - $ - 130 Maintenance of former Chamber Building Property Maintenance 5/1/2009 1/1/2099 Various vendors Securing/repairing building from vagrants and graffiti N 131 Historic City Hall Earthquake Repair/Rehab Project Bonds Issued On or Before 12/31/10 12/22/2003 6/30/2014 Various vendors Historic City Hall Earthquake Repair/Rehab Project: FEMA determination of eligible costs reclassification from "Other" invoices to "Bond Proceeds" N $ - $ - $ - 132 2010 Reimbursement/ Bond Financing agreement with City of Atascadero1 Bonds Issued On or Before 12/31/10 11/1/2015 6/30/2017 Wildan Financial Arbitrage calculation required by bond covenants 25,000 N $ - $ - $ - 133 N $ - $ - $ - Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - ROPS Detail July 1, 2018 through June 30, 2019 (Report Amounts in Whole Dollars) Item #Payee Description/Project Scope Project Area Total Outstanding Debt or Obligation Retired 18-19A (July - December) 18-19B Total Project Name/Debt Obligation Obligation Type Contract/Agreement Execution Date Fund Sources Fund Sources Contract/Agreement Termination Date ROPS 18-19 Total 18-19B (January - June) 18-19A Total ITEM NUMBER: SA C-1 DATE: 01/09/18 ATTACHMENT: 1 Page 114 of 117 A B C D E F G H I Other RPTTF Bonds issued on or before 12/31/10 Bonds issued on or after 01/01/11 Prior ROPS period balances and DDR RPTTF balances retained Prior ROPS RPTTF distributed as reserve for future period(s) Rent, grants, interest, etc. Non-Admin and Admin 1 Beginning Available Cash Balance (Actual 07/01/15) 2,154,539 846,642 (744,176) 44,030 2 Revenue/Income (Actual 06/30/16) RPTTF amounts should tie to the ROPS 15-16 total distribution from the County Auditor-Controller during June 2015 and January 2016. 9,527 1,209,419 2,010,683 Column G includes transfer from Bond Proceeds (Column C) for FEMA grant closeout. Column G also includes FEMA and OES revenues received 3 Expenditures for ROPS 15-16 Enforceable Obligations (Actual 06/30/16) 1,284,599 595,511 63,444 1,451,189 Column C includes transfer to Other (column G) for FEMA grant closed as authorized on 15-16B 4 Retention of Available Cash Balance (Actual 06/30/16) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 879,467 251,131 401,799 591,073 5 ROPS 15-16 RPTTF Balances Remaining No entry required 6 Ending Actual Available Cash Balance (06/30/16) C to G = (1 + 2 - 3 - 4), H = (1 + 2 - 3 - 4 + 5) -$ -$ -$ -$ -$ 12,451$ Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - Report of Cash Balances July 1, 2015 through June 30, 2016 (Report Amounts in Whole Dollars) Pursuant to Health and Safety Code section 34177 (l), Redevelopment Property Tax Trust Fund (RPTTF) may be listed as a source of payment on the ROPS, but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation. For tips on how to complete the Report of Cash Balances Form, see Cash Balance Tips Sheet Fund Sources Comments Bond Proceeds Reserve Balance Cash Balance Information for ROPS 15-16 Actuals (07/01/15 - 06/30/16) ITEM NUMBER: SA C-1 DATE: 01/09/18 ATTACHMENT: 1 Page 115 of 117 Item #Notes/Comments Atascadero Recognized Obligation Payment Schedule (ROPS 18-19) - Notes July 1, 2018 through June 30, 2019 ITEM NUMBER: SA C-1 DATE: 01/09/18 ATTACHMENT: 1 Page 116 of 117 PROGRAM BUDGETS Successor Agency FUND CODE 880 EXPENSE July 2018 - June 2019 CLASSIFICATION DESCRIPTION BASIS AMOUNT Office Expense Postage, printing, copying, business cards, and office supplies Estimated 250$ Advertising Public hearing notices for successor agency and oversight board items Estimated 250 Insurance- Successor Agency activities Allocated portion of liability insurance costs. Covers successor agency activities, but does not include coverage of the Oversight Board Allocated 12,200 Operating Supplies Items needed for general successor agency and oversight board activities Estimated 50 Attorney services Attorney services for successor agency activities Estimated 1,000 Administrative Charges Allocation of support services including accounts payable, receipts, general accounting, investment, personnel, managerial and legislative services, space rental and other general overhead items Allocated 21,610 Staff Time: administrative agency and board support Agendas, minutes, record retention, correspondence and coordination of meetings Allocated 4,500 Staff Time: general management support for successor agency and board Overall successor agency and oversight board management, attendance at meetings, general staff reports and research Allocated 2,610 Staff Time: Project closeout /asset management & disposal support Project closeout, oversight of sales and marketing of creekside building, creekside building management Allocated 15,000 Staff Time: financial management support Preparation and documentation of ROPS, administrative budgets, & financial reports. Support and response to State Controller's office, Department of Finance, and county auditor controller's reports. Financial review of tax distributions. General financial management and reports. Allocated 30,370 Staff Time: low/moderate income housing administration Annual compliance monitoring in accordance with low/moderate income housing loan documents and other general housing loan program support Allocated 1,900 89,740$ ITEM NUMBER: SA C-1 DATE: 01/09/18 ATTACHMENT: 2 Page 117 of 117