HomeMy WebLinkAboutResolution 2017-003 N.C.S. 01/09/2017Resolution No. 2017 -003 N.C.S.
of the City of Petaluma, California
A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PETALUMA
AND THE PETALUMA COMMUNITY DEVELOPMENT SUCCESSOR AGENCY
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A
COOPERATIVE FUNDING AMENDMENT NO.2 BETWEEN THE SONOMA
COUNTY TRANSPORTATION AUTHORITY AND THE CITY OF PETALUMA,
TO MAKE AVAILABLE $7,000,000 OF CONSTRUCTION FUNDS FOR A
PORTION OF THE MARIN SONOMA NARROWS (MSN) C -2 PROJECT
WHEREAS, the City of Petaluma (City) is a California municipal corporation and
charter city; and
WHEREAS, the Petaluma Community Development Commission (PCDC) was a
redevelopment agency formed, existing, and exercising its powers pursuant to California
Community Redevelopment Law, Health and Safety Codes Section 3000 et. seq.; and
WHEREAS, under ABxl 26 and the California Supreme Court's decision in California
Redevelopment Association v Matosantos, all California Redevelopment agencies, including the
PCDC, were dissolved on February 1, 2012; and
WHEREAS, on January 9, 2012 by Resolution No. 2012 -007 N.C.S., the City Council
elected that the City of Petaluma serve as the Successor Agency (Successor Agency) to the
former PCDC; and
WHEREAS, on January 4, 2010 the City Council and the PCDC adopted resolutions
approving proceeding with a Project Study Report of the Rainier Avenue Crosstown Connector
Undercrossing (the Rainier Project), proceeding with environmental documentation preparation
and consenting to expenditure of nearly 1.5 Million in tax increment for the project, and making
required findings under California Health and Safety Code section 33445; and
WHEREAS, on December 20, 2010 the City Council adopted Resolution 2010 -226
N.C.S. Authorizing the City Manager to Execute a Cooperative Funding Agreement between the
Sonoma County Transportation Authority (SCTA) and the City of Petaluma for the Rainier
Avenue Undercrossing Structure Project C00501204 Segment C2 Component of the Marin
Sonoma Narrows Segment C (MSN -C) Project; and
WHEREAS, on January 31, 2011 the City Council and the PCDC adopted resolutions
authorizing execution of a cooperative agreement between the City and the PCDC committing
tax increment funds to the specified projects, including commitment of an additional $7 Million
to the Rainier Project and making required findings under California Health and Safety Code
section 33445; and
WHEREAS, on March 7, 2011, the City Council, the PCDC, and the Petaluma Public
Financing Authority authorized proceeding with a private placement of debt intended to generate
debt proceeds of up to $15 million to fund improvement costs for the Old Redwood Highway
Interchange and the Rainier Project; and
Resolution No. 2017 -003 N.C.S. Page 1
WHEREAS, the City entered into an agreement with a private lender for $11.3 million in
financing, to provide approximately $10 million in financing for transportation improvements for
the Old Redwood Highway Interchange Project and the Rainier Project (2011 Bonds); and
WHEREAS, on March 21, 2011 the City Council/PCDC adopted Joint Resolution 2011-
046 N.C.S., which authorized the City Manager/PCDC Executive Director to negotiate and
execute a cooperative agreement between the City and SCTA providing a commitment of up to
$7,000,000 in construction funds for the Rainier Avenue Cross Town Connector /Interchange
Project pending approval of the City Attorney/PCDC Counsel; and
WHEREAS, the Parties entered into that certain Cooperative Funding Agreement dated
as of March 31, 2011 (the "Original Cooperative Agreement "), which Original Cooperative
Agreement was subsequently amended and replaced in its entirety by that certain Cooperative
Funding Amendment No. 1 dated as of June 15, 2011 (hereafter, the "First Amended
Cooperative Agreement "); and
WHEREAS, in February 2016 the Successor Agency requested through the Recognized
Obligations Payment Schedule (ROPS) process, and in March 2016 the State Department of
Finance approved the Successor Agency's request to draw down approximately $5.8 million in
proceeds fiom the 2011 Bonds for the Old Redwood Highway Interchange and Rainier Projects,
and the E. Washington Interchange Project; and
WHEREAS, SCTA desires to move forward with a portion of the MSN C -2 project,
specifically the installation of sound walls at the East Washington Interchange, which is
estimated to have a cost of approximately $7 million; and
WHEREAS, SCTA currently lacks the funds to commence construction of the sound
walls, but the Successor Agency has or may seek to access through the ROPS process the funds
that have been reserved for construction of the Rainer Project; and
WHEREAS, SCTA and City staff have negotiated an Amendment (Second Cooperative
Agreement Amendment) to the First Amended Cooperative Agreement to make this funding
available for use by SCTA for the sound wall component of the MSN C -2 Project, and which
obligates SCTA to construct the Rainier Project as a component of the MSN C -2 Project, or
return the forwarded funds to the City if the Rainier Project is not constructed by May 1, 2025;
and
WHEREAS, the funding committed by this action is related to a project which was the
subject of the Original Cooperative Agreement approved by the City Council and the PCDC on
January 31, 2011 by City Resolution No. 2011 -016 N.C.S. and PCDC Resolution No. 2011 -02,
respectively, and which contained detailed CEQA findings for the MSN C -2 Project. Notices of
Determination pursuant to CEQA for the cooperative agreement were filed by the City Clerk and
PCDC on or about February 7, 2011 and no further CEQA review is required for this action;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma
and the Board of the Petaluma Community Development Successor Agency as follows:
The City Manager/PCDSA Executive Director is hereby authorized on behalf of the City
and the PCDSA to execute the attached Cooperative Funding Amendment No. 2 Between
the Sonoma County Transportation Authority and the City of Petaluma, incorporated as
Exhibit A to this Resolution.
Resolution No. 2017 -003 N.C.S. Page 2
2. The City Manager/PCDSA Executive Director is hereby authorized on behalf of the City
and the PCDSA to undertake such actions and to execute such additional instruments as
may be necessary or desirable to carry out the intent of this resolution.
3. If any provision, sentence, clause, section or part of this resolution is found to be
unconstitutional, illegal, or invalid, such finding shall affect only such provision,
sentence, clause, section or part, and shall not affect or impair any remaining parts.
Under the power and authority conferred upon this Council by the Charter of said City.
Resolution No. 2017 -003 N.C.S.
Page 3
EXHIBIT A
COOPERATIVE FUNDING AMENDMENT NO.2
BETWEEN THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND CITY OF PETALUMA
This Cooperative Funding Amendment No. 2 (this "Amendment ") is made and entered
into as of , 2017 ( "Effective Date ") by and between the City of
Petaluma ( "City ") and the Sonoma County Transportation Authority (the "Authority "). The
City and the Authority are collectively referred to herein as the "Parties."
RECITALS
A. The Parties entered into that certain Cooperative Funding Agreement dated as of
March 31, 2011 (the "Original Agreement "). The Original Agreement was subsequently
amended and replaced in its entirety by that certain Cooperative Funding Amendment No. 1
dated as of June 15, 2011 (hereafter, the "Funding Agreement ").
B. The Funding Agreement defines a framework to enable the Parties to work
cooperatively to develop plans, specifications, and estimates, perform environmental work, and
undertake construction for the Rainier Cross Town Connector Undercrossing (the "Rainier
Component ") as a component of the Marin Sonoma Narrows C2 project in Sonoma County
(referred to herein as the "MSN C2 Project" or the "Project "). Among other things, the
Funding Agreement addresses the respective responsibilities of the Parties regarding completion
of environmental review, design, engineering, financing, bidding, and construction of the various
components of the MSN C2 Project, including the Rainier Component.
C. As described in the Funding Agreement, the City consented to the commitment by
the former Petaluma Community Development Commission ( "PCDC ") to provide funds for the
Project in the amount of Four Hundred Ninety -Eight Thousand Dollars ($498,000) for the
development of plans, specifications and estimates, and an additional Seven Million Dollars
($7,000,000) for construction costs.
D. Effective as of the dissolution of PCDC on February 1, 2012, the City serves as
the successor agency to PCDC ( "Successor Agency ").
E. Both the Oversight Board to the Successor Agency ( "Oversight Board ") and the
State Department of Finance ( "DOF ") have acknowledged that PCDC's commitment of funds
for the Project is an enforceable obligation of the Successor Agency, and have approved the
expenditure of the proceeds of bonds issued by PCDC for the Project.
F. The Parties desire to amend the Funding Agreement to address the schedule for
the City's/Successor Agency's advance of funds for, and the Authority's completion of, the
Project, including the Rainier Component.
Resolution No. 2017 -003 N.C.S. Page 4
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Parties do hereby agree as
follows:
1. Funding. Contingent upon approval by the Oversight Board and DOF as reflected in
their approval of the Successor Agency's Recognized Obligation Payment Schedule for fiscal
year 2017 -18 ( "ROPS 2017 -18 "), the City will arrange to advance to the Authority the
remainder of the funds that PCDC committed to provide for the Project. The Parties
acknowledge and agree that as of the Effective Date, the sum of $63,745.57 remains undisbursed
of the original $498,000 budgeted for plans, specifications and estimates (the "PS &E Budget "),
and the entire $7,000,000 remains undisbursed of the original funds budgeted for construction
(the "Construction Budget ").
2. Payments. The Authority will submit monthly invoices to City for the development of
the plans, specifications and estimates ( "PS &E Work "), along with a summary of the work
completed to date and such documentation as City shall reasonably require. In the aggregate,
City's advance of funds for PS &E Work shall not exceed the PS &E Budget without City's prior
written consent. City shall arrange for advances of funds in the aggregate amount of the
Construction Budget within thirty (30) days following Authority's commencement of acquisition
of right -of -way for the Project, including acquisition of temporary construction easements-for
construction of the MSN C2 Project components. The Parties anticipate that the Authority will
require the expenditure of funds in an amount equal to the entire Construction Budget during the
period covered by ROPS 2017 -18. In the aggregate, City's advance of funds for construction of
the MSN C2 Project components shall not exceed the Construction Budget without City's prior
written consent.
3. Completion. The Authority will diligently proceed to complete the various components
of the MSN C2 Project. If construction of the Rainier Component is not completed by May 1,
2025 ( "Outside Date "), the Authority will reimburse the City in the amount of the Construction
Budget using Measure M Highway 101 Program Funds or other sources of funds available to the
Authority by not later than 30 days following the Outside Date. The Authority shall be
responsible for reimbursement to City of any costs incurred by City in connection with
enforcement of this Section 3. This Section 3 shall survive the cancellation, termination, or
discharge of the Funding Agreement.
4. Agreement Remains Effective. Except as modified by this Amendment, the Funding
Agreement remains unmodified and is in full force and effect.
5. Miscellaneous.
5.1 Notices. Any notice which may be required under this Amendment shall be in
writing, shall be effective when received, and shall be given by personal service, or by certified
or registered mail, return receipt requested, to the addresses set forth below, or to such addresses
which may be specified in writing to the Parties.
Resolution No. 2017 -003 N.C.S. Page 5
To City: John Brown
City Manager
City of Petaluma
11 English Street, Petaluma CA 94592
(707) 778 -4467
jbrown@ci.petaluma.ca.us
To Authority: Suzanne Smith
Executive Director
Sonoma County Transportation Authority
490 Mendocino Avenue, Suite 206
Santa Rosa, CA 95401
(707) 565 -5373
suzsmith@scta.ca.gov
5.2 Additional Acts and Documents. Each Party agrees to do all such things and take
all such actions, and to make, execute and deliver such other documents and instruments, as shall
be reasonably requested to carry out the provisions, intent and purpose of this Amendment.
5.3 Integration. This Amendment and the Funding Agreement represents the entire
agreement of the Parties with respect to the subject matter hereof. No representations,
warranties, inducements or oral agreements have been made by any of the Parties except as
expressly set forth herein, or in other contemporaneous written agreements.
5.4 Amendment. This Amendment may not be changed, modified or rescinded
except in writing, signed by all Parties, and any attempt at oral modification of this Amendment
shall be void and of no effect.
5.5 Independent Agencies. City renders its services under the Agreement and this
Amendment as an independent agency. None of the City's agents or employees shall be agents
or employees of the Authority. Authority renders its services under the Agreement and this
Amendment as an independent agency. None of the Authority's agents or employees shall be
agents or employees of the City.
5.6 Assignment. Neither the Agreement nor this Amendment may be assigned,
transferred, hypothecated, or pledged by any Party without the express written consent of the
other Party.
5.7 Successors. This Amendment shall be binding upon the successor(s), assignee(s)
or transferee(s) of the Authority or City as the case may be. This provision shall not be
construed as an authorization to assign, transfer, hypothecate or pledge this Amendment other
than as provided above.
5.8 Severability. Should any part of this Amendment be determined to be
unenforceable, invalid, or beyond the authority of either Party to enter into or carry out, such
determination shall not affect the validity of the remainder of this Amendment which shall
continue in full force and effect, provided that the remainder of this Amendment can, absent the
excised portion, be reasonably interpreted to give effect to the intentions of the Parties.
Date.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective
Resolution No. 2017 -003 N.C.S. Page 6
CITY OF PETALUMA
City Manager
ATTEST:
0
City Clerk
APPROVED AS TO LEGAL
FORM:
:
City Attorney
APPROVED:
Department Director
APPROVED:
Risk Manager
Finance Director
SONOMA COUNTY
TRANSPORTATION
AUTHORITY
By:
S CTA Chair
APPROVED AS TO SUBSTANCE:
:
Executive Director
:
Legal Counsel to Authority
Resolution No. 2017 -003 N.C.S.
Page 7