HomeMy WebLinkAboutStaff Report 4.C 05/04/2020Agenda Item #4.0
DATE: May 4, 2020 -
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TO: Honorable Mayor and Members of the City Council through City Manager -''-
FROM: Peggy Flynn, City Manager
Eric Danly, City Attorney
SUBJECT: Resolution Approving an Agreement between the City and SMART for Design and
Construction of Corona SMART Station improvements.
RECOMMENDATION
It is recommended that the City Council adopt the attached resolution approving an agreement
between the City and SMART for construction of Corona SMART Station improvements and
authorizing the City Manager to sign on behalf of the City an agreement with SMART substantially
in accordance with the draft agreement included as Exhibit 1 to the resolution.
BACKGROUND
On May 16, 2016 the City Council approved Resolution No. 2016-076 N.C.S. repealing and
replacing Resolution No. 2015-191 N.C.S. and modifying the City's Traffic Impact Fees to add
funding for future SMART Station parking. Resolution No. 2016-076 responded to direction from
the City Council at their December 7, 2015 meeting to modify the City's Traffic Impact Fees to
add costs associated with achieving a second Petaluma SMART rail station at Corona Road as well
as the right of way acquisition and construction cost assumptions for the Rainier Crosstown
Connector and Interchange project.
The City contracted with Willdan Financial Services to perfonn a nexus analysis to evaluate the
City's ability to add Corona SMART station costs to the traffic impact fee program and the
appropriate percentage of those costs applicable to future development. At that time, the second
station was envisioned as a park-and-ride station for the Petaluma area, as illustrated in the Station
Area Master Plan from 2013. An excerpt from the Station Area Plan depicting the Corona Station
is attached as Attachment 3 to this staff report. SMART was working with Lomas Partners as a
prospective developer to realize the second station and funding support from the Developer and
the City was considered vital to increase the likelihood that Petaluma's second station was
constructed as a subsequent phase of SMART construction. It was assumed at the time that funding
for the station platform and rail improvements would be addressed through an agreement between
SMART and Lomas Partners and that the City would fund a portion of the necessary costs for
parking at the future SMART station.
Willdan reviewed the extent to which costs associated with constructing a parking structure to
support SMART ridership at the Corona station could be included in the traffic fee program.
Willdan determined that there is a nexus for including SMART parking improvements in the fee
program and that, similar to other transit improvements currently in the fee, 22.43% of the cost
can be attributed to future development. The estimated cost to construct the needed parking
improvements was $10,500,000, and based on the new development share of 22.43% identified by
Willdan, an additional $2,355,134 in improvement costs to achieve traffic relief was added to the
City's Traffic Impact Fee. The resulting increased Traffic Impact Fee has been charged on all
projects subject to the Fee since adoption of the revised fee structure in 2016. Pertinent excerpts
from 2016 amendments to the City's Traffic Impact Fee supporting the use of fee proceeds for
Corona Station improvements are included as Attachment 4.
DISCUSSION
The City Council has recently approved most of the entitlements needed for the Corona Station
Residential Project proposed by two Lomas Partners related entities, Lomas Corona Station LLC,
and Lomas SMART LLC, referred to in this staff report and attachments as "Developer." The last
remaining entitlements, the Conditional Use Permit and the Final Subdivision Map, will not be
presented for City Council action on May 4. The subdivision improvement plans were submitted
too late for staff to be able to review and approve them and recommend approval to the City
Council on May 4. With two exceptions, all of the entitlements for the Corona Residential Project
include as a condition precedent that must be satisfied before the entitlements take effect that the
City must have entered an agreement with SMART for construction of a second Petaluma SMART
station at Corona. The exceptions are the ordinance approving a Development Agreement between
Developer and the City, and the Development Agreement itself. A provision in the Development
Agreement with Developer allows the City to terminate the Development Agreement without
liability if the City does not reach an agreement with SMART on a second Petaluma station at
Corona.
As part of the entitlement package for the Corona Station Residential Project, the Development
Agreement requires the Developer, in return for the benefits to the Developer under the
Development Agreement, to dedicate a 1.27 acre parcel at the corner of Corona Road and North
McDowell to SMART for parking associated with the Corona SMART Station. Additionally, the
Development Agreement requires the Developer to deposit into escrow funds necessary to close
escrow on the purchase of the Downtown SMART Property from SMART, the sale proceeds of
which SMART will use to fund the Corona SMART Station improvements. These requirements
are also contained in the agreement between Lomas SMART and SMART executed October 12,
2019. The scheduled closing for the Lomas/SMART purchase and sale agreement is May 19,
2020. The Development Agreement between the City and Developer also provides for the City's
depositing $2 million in Traffic Impact Fee proceeds into the Lomas/SMART escrow. Under the
Development Agreement, the City contribution from Traffic Impact Fee proceeds will make up $2
million of the $8 million required to close escrow on the sale of the Downtown SMART property
pursuant to the October 12, 2019 agreement between the Developer and SMART. Therefore, as
specified in the Development Agreement, in addition to depositing into escrow a grant deed
conveying the 1.27 acre parcel to SMART, the Developer also must deposit the $6 million balance
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into escrow needed to close escrow in accordance with the October 12 agreement between
Developer and SMART.
Staff was originally prepared to present to the City Council what staff hoped would be a final
agreement with SMART for a second station at Corona on February 24, 2020. It turned out,
however, that additional discussion was required to arrive at agreement terms that could be
approved by both the City Council and the SMART Board. On March 12, 2020, Tom Lyons,
SMART's General Counsel, provided proposed revisions to the draft presented to the City Council
on February 24. On March 13, 2020, Mayor Barrett, City Manager Peggy Flynn and City Attorney
Eric Danly met with Supervisor and SMART Board Member David Rabbit, SMART General
Manager Farhad Mansourian, and Tom Lyons to work on finalizing the agreement for a second
SMART station at Corona. Staff prepared a revised draft agreement reflecting the parties'
discussions at the March 13, 2020 meeting and transmitted that draft to SMART on April 8, 2020.
SMART staff sent us further revised edits on April 15, 2020. We sent further comments on the
draft agreement to SMART on April 20, 2020, and met online with Mr. Mansourian and Mr. Lyons
on April 23 to finalize an agreement. The draft Corona Station Agreement being presented for
City Council consideration (Exhibit 1 to Attachment 1) is the result of our April 23 meeting. We
have also included a redline version of that agreement showing the revisions to the draft from the
March 13 meeting as Attachment 2.
Exhibit 1 to Attachment 1 is largely the same as the Corona Station Agreement presented to the
City Council on February 24, but with some important changes. First, Exhibit 1 addresses the
possibility that the proposal SMART receives for the Corona Station work exceeds the $8 million
that SMART will receive for sale of the Downtown SMART property. Section 2.3 of the
Agreement specifies that in that case, SMART would use the City's $2 million contribution, and
match it with $2 million in SMART funds, for initial Corona Station costs, such as design,pre-
construction costs and initial construction costs, while SMART works to obtain the necessary
funding from state and/or federal sources to completely fund the Corona Station project. Exhibit
1 to Attachment 1 also includes a change requiring the City to indemnify SMART for a third party
challenge to the Corona Station Agreement whether or not the City chooses to terminate the
agreement before close of escrow; language requiring cooperation regarding an amendment to the
City's lease agreement with SMART for the Depot property; a change requiring the City to issue
SMART encroachment permits for the Corona Station work at no cost to SMART; a provision
requiring the City Council to introduce an ordinance approving an amendment to the City's lease
agreement with SMART for the Depot property by May 4, 2020, and for the amendment to be
effective by June 18, 2020, and a new "no -third -party -beneficiary clause" to the Agreement. .
The draft City/SMART agreement for Corona Station provides for allocation of $2 million in City
Traffic Impact Fee funds for Corona SMART Station improvements, which will provide traffic
relief in Petaluma via commuter use of the Corona SMART Station in accordance with the Traffic
Impact Fee amendments the City Council adopted on May 16, 2016, and the supporting nexus
analysis. The agreement recognizes that the City's payment of $2 million allocated to the Corona
SMART Station improvements is a critical element of achieving the Station and essential
consideration for Developer's purchase of the Downtown SMART Property, as well as the City's
approval of the associated Development Agreement between the City and Developer and the other
entitlements concerning the Corona Station Residential Project.
As noted above, it has been planned since the City updated its traffic development impact fees on
May 16, 2016, that the City funding for the Corona station would come entirely from Traffic
Impact fee proceeds, and that the City contribution would be allocated entirely to parking
improvements for the station. However, as a result of changing cost estimates for the Corona
Station project, the City's financial contribution will need to be designated more generally for the
Corona station improvements, which may include design, station construction, parking
improvements and other costs, pursuant to SMART's design/build contract. Accordingly, it has
been necessary for the City to revisit its Traffic Development Impact Fee legislation to confirm
that Traffic Fee proceeds may be used for Corona Station improvement costs more generally and
not strictly for parking improvements.
The justification or nexus for using Traffic Impact Fees for the Corona Station project remains the
traffic relief that the second Petaluma station will provide. Because of the need to provide for the
use of Traffic Impact Fee proceeds for Corona Station improvements generally, and to validate
that use through further fee analysis, the Development Agreement between the City and Developer,
was revised to permit the City to supplement the City's Corona Station funding from another
eligible source in case updated traffic fee analysis did not support funding the entire $2 million
from Traffic Fee proceeds.
Staff have consulted with Willdan, the consultants that prepared the 2016 update to the City's
Traffic Impact fees regarding whether the City's current Traffic hnpact fee revenues could
permissibly be used for Corona Station costs more broadly (not just parking improvements).
Willdan has confirmed that using City traffic fee proceeds for Corona Station costs generally as
currently planned is permitted under the City's existing Traffic Impact Fee legislation because the
nexus (traffic relief due to Corona Station SMART ridership) is the same, and the costs are also
comparable. As a result, the City will not need to rely upon the extra flexibility incorporated into
the Development Agreement with Developer to permit the City to use other funds than Traffic Fee
proceeds for the Corona Station improvements. The City may rely entirely on Traffic Fee proceeds
to provide $2 million toward the Corona Station project costs in accordance with the Development
Agreement and the Corona Station Agreement with SMART.
SMART has indicated that construction work for the Corona SMART Station must coincide with
the construction work on the planned Windsor SMART station originally scheduled to begin in
March 2020 while SMART's contractor is available to do the work. SMART intends to provide
for the Corona Station work by issuing a change order to the design build contract for the Windsor
station to add the Corona station work. Per the agreement between Lomas SMART and SMART,
the payment for purchase of the Downtown SMART Property and dedication of 1.27 acres at
Corona Road and McDowell Boulevard must occur before the scheduled closing on the Downtown
SMART Property purchase on May 19, 2020 in order to ensure that the construction of the second
Petaluma Station at Corona can proceed in conjunction with the Windsor station.
The proposed agreement between the City and SMART (Exhibit 1 to Attachment 1) requires
SMART to design and construct station improvements to provide a second SMART station at
Corona Road in the City subject to applicable regulatory approvals, including those of the
California Public Utilities Commission and the Federal Rail Authority. SMART will be
responsible for obtaining all governmental and other approvals required for construction of the
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Corona Station project. The Agreement provides that if the change order proposal for the Corona
Station work does not exceed $8 million, then within 60 days of close of escrow on the Lomas
SMART purchase of the Downtown SMART Property pursuant to the Developer/SMART
Agreement, SMART will initiate a request for change order and proposal from SMART's existing
train system contractor for design and construction of the Corona Station project. Alternatively,
as noted above, the Agreement provides that if the Corona Station proposal exceeds $8 million,
SMART will use the $2 million in City Funds and match it with $2 million in SMART funds to
start design and construction work on the Corona Station while SMART seeks additional funding
to complete the project.
Per the City/SMART agreement, the City will deposit $2 million into the escrow account for the
Developer/SMART purchase and sale agreement by May 15, 2020, so that the close of escrow on
the purchase of the Downtown SMART Property can occur by May 19, 2020, in accordance with
the Developer /SMART Agreement. The City's contribution of $2 million to the cost of
constructing the Corona Station Project will be the maximum City contribution to funding of the
Corona Station project, and SMART will require no further funding from the City for completion
of the Corona Station project (although additional funding from other sources may be necessary if
the Corona Station Project costs exceed $8 million).
Also, as noted above, the draft Agreement in Exhibit I also provides for the City and SMART
amending the Depot Lease agreement between SMART and the City to provide for the City's and
SMART's shared use of parking spaces on the Downtown Depot Property, and design and
construction by SMART of new access, striping and related improvements on the Depot Property,
as required as a result of sale and development of the Downtown SMART Property and loss of
SMART parking on the Downtown SMART Property. Approval of the Corona Station Agreement
on behalf of SMART is subject to SMART Board approval, just as it is subject to City Council
approval on behalf of the City.
Environmental Analysis
The approval of the City/SMART Agreement is considered a discretionary action that may
therefore be a "project" under the California Environmental Quality Act (CEQA). Nonetheless,
approval of the Agreement is exempt under the "common sense" exception in CEQA Guidelines
Section 15061(b)(3) which establishes the general rule for projects concerning which it can be seen
with certainty that there is no possibility that the activity in question may have a significant effect
on the environment. Such activities are not subject to CEQA. The City/SMART agreement itself
relates to the provision of funds for the design and construction of the Corona SMART station.
The agreement expressly provides that the Corona Station Project will be evaluated under all
applicable environmental laws and regulations.
COUNCIL GOAL ALIGNMENT
Approval of the Corona Station Agreement is in alignment with Workplan Item #22 to complete
the second SMART station at Corona as included in the City Council goals for 2019-2021.
FINANCIAL IMPACTS
Approval of the Corona Station Agreement involves the City's contribution of $2 million for
improvements associated with the Corona SMART station. The City's contribution will be
sourced entirely from Traffic Impact Fee revenues.
ATTACHMENTS
Attachment 1: Resolution Approving the Corona Station Agreement between the City and SMART
Exhibit 1: Draft Corona Station Agreement
Attachment 2: Redline draft agreement showing changes to the draft reflecting the March 13, 2020
meeting with Supervisor Rabbitt, Mayor Barrett, and SMART and City staff
Attachment 3: Excerpt from the 2013 Station Area Master Plan
Attachment 4: Excerpt from the 2016 Traffic Impact Fee Amendment
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ATTACHMENT 1
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF PETALUMA APPROVING AN AGREEMENT
BETWEEN THE CITY OF PETALUMA AND THE
SONOMA MARIN AREA RAIL TRANST DISTRICT FOR
DESIGN AND CONSTRUCTION OF CORONA STATION
IMPROVEMENTS
WHEREAS, Lomas Corona Station LLC, the owner of property at 890 North McDowell
Boulevard, APN 137-061-019, in Petaluma ("Corona Property") and Lomas SMART LLC, which
is in contract to purchase property owned by SMART located at 315 East D Street, APN 007-131-
003, in Petaluma ("Downtown SMART Property") are under the same management and
ownership, and are referred to in this resolution as the "Developer;" and
WHEREAS, the Downtown SMART property is adjacent to property owned by SMART
located on A.P.N. 007-131-004 ("Depot Property") that contains SMART station and depot and
other improvements and that is subject to a lease agreement between SMART and the City ("Depot
Lease"), and the City licenses the Depot Property to the Downtown Business Association and the
Petaluma Arts Alliance for office space use; and
WHEREAS, Developer has submitted applications to the City for approval of
development of the Corona Station Residential Project (the "Corona Project") on the Corona
Property, including applications for a Zoning Text Amendment ("Corona Zoning Amendment"),
a Development Agreement ("Development Agreement"), a Density Bonus and Development
Concession/Incentive ("Corona Density Bonus"), a Tentative Subdivision Map ("Corona
Tentative Map"), Conditional Use Permit ("Corona Use Permit"), and Site Plan and Architectural
Review ("Corona SPAR") for a 110 unit residential project within the MU1B zone with Flood
Plain -Combining (FP -C) Overlay, on the Corona Property; and
WHEREAS, Developer is in contract with SMART to purchase the Downtown SMART
Property which shall in turn be sold to the Hines company ("Hines") for development of a
residential project ("Downtown Project") on the Downtown SMART Property; and
WHEREAS, Developer has provided the City conceptual plans for the Downtown Project,
but no application has been submitted to the City for the Downtown Project, and the conceptual
plans for the Downtown Project indicate a project consisting of 402 residential units and ground
floor tenant amenity uses; and
WHEREAS, Developer plans to use the proceeds from Developer's sale of the Corona
Project to purchase the Downtown SMART Property from SMART, and to sell the Downtown
SMART Property to Nines, including City -approved alternative inclusionary housing compliance,
but otherwise subject to future City approval of subsequent entitlement applications to be
submitted by Hines; and
WHEREAS, Developer's fee ownership of the Corona Property entitles Developer to
engage in the development of the Corona Property in accordance with Section 23.030 of the City
Development Agreement Requirements; and
WHEREAS, Developer's contractual obligation to purchase the Downtown SMART
Property in accordance with the Developer/SMART Agreement entitles the Developer to engage
in Development of the Downtown SMART Property in accordance with Section 23.030 of the City
Development Agreement Requirements subject to the terms of the Developer/SMART Agreement;
and
WHEREAS, the agreement between Developer and SMART dated October 12, 2019
("Developer/SMART Agreement") is attached to and made a part of the Development Agreement,
and in accordance with Section 9(a) of the Developer/SMART Agreement, the close of escrow on
the purchase of the Downtown SMART Property is required to occur on May 19, 2020; and
WHEREAS, Section 2(a) of the Developer/SMART Agreement requires as consideration
for purchase of the Downtown SMART Property a payment of $8 million, and in accordance with
Section 9(c) of the Developer/SMART Agreement, Developer must deposit into escrow the
remainder of the $8 million purchase amount, less a non-refundable $500,000 deposit already
given by Developer and closing costs allocable to Developer by May 17, 2020; and
WHEREAS, Section 9(e), the Developer/SMART Agreement also requires Developer to
dedicate to SMART 1.27 acres of land at the corner of McDowell Boulevard and Corona Road in
Petaluma for the Corona SMART Station improvements, and the Corona Tentative Map includes
such 1.27 acres of land as a remainder parcel; and
WHEREAS, SMART intends to use the proceeds from sale of the Downtown SMART
Property for the cost of design and construction of the Corona SMART Station on land at
McDowell Boulevard and Corona Road in Petaluma, with terms regarding the design and
construction of the Corona SMART Station being the subject of the proposed agreement to be
executed between SMART and the City pursuant to the authorization provided by this resolution;
and
n.
WHEREAS, in 2016, the City contracted with Willdan Financial Services ("Willdan") to
perforin a nexus analysis to determine the City's ability to fund the cost of parking improvements
for the Corona Station project from the City's traffic development impact fees; and
WHEREAS, Willdan determined that a nexus exists for including parking structure
improvements for the Corona SMART Station in the City's traffic impact fee program, that similar
to other transit improvements included in the fee program, 22.43% of the cost of the Corona Station
parking improvements could be attributed to future development, and that based on an estimated
parking structure improvement cost of $10,500,000, $2,355,134 of the parking structure
improvement costs could be recovered through an increase in the City's traffic impact fees; and
WHEREAS, on May 16, 2016, the City Council approved Resolution No. 2016-076
N.C.S. repealing and replacing Resolution No. 2015-191 N.C.S and modifying the City's traffic
impact fee program based on the Willdan analysis to add up to $2,355,134 in funding for parking
improvements for the Corona SMART Station; and
WHEREAS, the City has anticipated since updating City traffic impact fees on May 16,
2016 that City funding for the Corona SMART station would come entirely from traffic impact
fee proceeds, and that City funding for the Corona SMART station would be allocated entirely to
parking improvement costs; and
WHEREAS, as a result of changing cost estimates for the Corona Station project, the City
financial contribution must be designated more generally for Corona Station improvements, which
may include station design, construction, parking improvements and other costs, pursuant to
SMART's design/build contract; and
WHEREAS, Willdan, the consultants that prepared the 2016 update to the City's Traffic
Impact fees have confirmed that using City traffic fee proceeds for Corona Station costs is
permitted under the City's existing Traffic Impact Fee legislation because the nexus - traffic relief
due to Corona Station SMART ridership - is unchanged, and the costs are also comparable, and,
as a result, the City may rely entirely on Traffic Impact Fee proceeds to provide $2 million toward
the Corona Station project costs; and
WHEREAS, the attached, proposed City/SMART Agreement provides for allocation of
$2 million in City funds for the Corona SMART Station improvements, which will provide traffic
relief in Petaluma via commuter use of the Corona SMART Station consistent with the purposes
of use of Traffic Impact fee proceeds for the Corona SMART Station; and
WHEREAS, Developer's payment for purchase of the Downtown SMART Property in
accordance with the Developer/SMART Agreement, the proceeds of which are to be used to fund
construction of the Corona SMART Station, and Developer's dedication of 1.27 acres of land at
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McDowell Boulevard and Corona Road for the Corona SMART Station are critical elements of
achieving the Corona SMART Station and essential consideration regarding the City's review of
the Corona Project, the Downtown Project, and the Development Agreement; and
WHEREAS, the City's payment of $2 million in City traffic impact fee proceeds allocated
the Corona SMART Station improvements is also a critical element of achieving the Corona
SMART Station and essential consideration for purchase of the Downtown SMART Property and
the Development Agreement; and
WHEREAS, SMART indicates that construction work for the Corona SMART Station
must coincide with the construction work on the planned Windsor SMART station originally
scheduled for March 2020, such that Developer's payment for the Downtown SMART Property
and dedication of 1.27 acres at Corona Road and Mc Dowell Boulevard must occur before the
scheduled closing on the Downtown SMART Property purchase on May 19, 2020 for the Second
Petaluma Station construction to proceed in conjunction with the Windsor station; and
WHEREAS, the justification for entering into the Development Agreement with the
Developer regarding the Corona Station Residential Project and the Downtown Project and the
special long-term project considerations that make preservation of existing zoning requirements
desirable throughout the life of the Corona Project, or so long as otherwise provided in the
Development Agreement, consist of dedication of land for, and funding of, construction of the
Corona SMART Station on land at McDowell Boulevard and Corona Road in Petaluma, as well
as considerations regarding inclusionary housing compliance of the Corona and Downtown
projects; and
WHEREAS, the potential environmental impacts of the Corona Project were identified
and analyzed in accordance with the requirements of the California Environmental Quality Act
("CEQA") and the CEQA Guidelines, and an Initial Study/Mitigated Negative Declaration
("IS/MND") was prepared to address potential environmental impacts of the Project; and
WHEREAS, pursuant to the State Development Agreement Law and the City
Development Agreement Requirements, notice of a public hearing before the Planning
Commission on the Corona Project Approvals, including the Development Agreement was mailed
to all property owners within a 1,000 foot radius of the Corona Property, and a public hearing
notice was published once in the Petaluma Argus Courier on October 17, 2019, twenty-seven days
prior to the Planning Commission hearing on the Corona Project and the Development Agreement;
and
WHEREAS, on November 12, 2019, November 19, 2019, and January 14, 2020, the
Planning Commission held public hearings on the Corona Project Approvals, including the
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Development Agreement, at which time interested persons had an opportunity to testify either in
support or opposition; and
WHEREAS, at the November 19, 2019 public hearing on the Corona Project Approvals,
including the Development Agreement, the Planning Commission considered the IS/MND
prepared for the Corona Project, and deliberated on the IS/MND and the Corona Project
Approvals, including the proposed Development Agreement, and by a vote of 5-2 adopted
Resolution no. 2019-017 recommending approval of the IS/MND, Resolution no. 2019-018
recommending City Council denial of the Development Agreement, Resolution No. 2019-019
recommending denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending
denial of the Corona Tentative Map; and
WHEREAS, at the January 14, 2020 public hearing on the Corona Zoning Amendment
the Planning Commission by a vote of 6-1 adopted Resolution No. 2020-01 denying the Corona
Zoning Amendment; and
WHEREAS, on January 15, 2020 the Developer submitted an application appealing the
Planning Commission's denial of the Corona Zoning Amendment; and
WHEREAS, pursuant to the State Development Agreement Law and the City
Development Agreement Requirements, notice of a public hearing before the City Council on the
Project Approvals, including the Development Agreement, was mailed to all property owners
within a 1,000 foot radius of the Corona Property, and a public hearing notice was published once
in the Petaluma Argus Courier on January 16, 2020, 11 days prior to the City Council hearing on
the Project Approvals, including the Development Agreement; and
WHEREAS, on January 27, 2020 the City Council held a public hearing on the Corona
Project Approvals, including the Development Agreement, at which time interested persons had
an opportunity to testify either in support or opposition; and
WHEREAS, at the January 27, 2020 public hearing on the Corona Project Approvals,
including the Development Agreement, the City Council considered Planning Commission
Resolution no. 2019-017 recommending approval of the IS/MND prepared for the Corona Project,
Resolution no. 2020-001 denying the Corona Zoning Amendment, Resolution no. 2019-018
recommending denial of the Development Agreement, Resolution no. 2019-019 recommending
denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending denial of the
Corona Tentative Map, and deliberated on the IS/MND and the Corona Project Approvals sought,
including the Development Agreement; and
WHEREAS, following the January 27, 2020 public hearing on the Corona Project
Approvals, the City Council continued the hearing to a date certain of February 10, 2020; and
WHEREAS, the planned February 10, 2020 City Council meeting was cancelled; and
WHEREAS, pursuant to the State Development Agreement Law and the City
Development Agreement Requirements, notice of a public hearing before the City Council on the
Corona Project Approvals on February 24, 2020, including the Development Agreement, was
mailed to all property owners within a 1,000 radius of the Property, and a public hearing notice
was published once in the Petaluma Argus Courier on February 13, 2020, 11 days prior to the City
Council hearing on the Corona Project Approvals, including the Development Agreement; and
WHEREAS, on February 24, 2020 the City Council held a public hearing on the Corona
Project Approvals, including the Development Agreement, at which time interested persons had
an opportunity to testify either in support or opposition; and
WHEREAS, at the February 24, 2020 public hearing on the Corona Project Approvals,
including the Development Agreement, the City Council considered Planning Commission
Resolution no. 2019-017 recommending approval of the IS/MND prepared for the Corona Project,
Resolution no. 2020-001 denying the Corona Zoning Amendment, Resolution no. 2019-018
recommending denial of the Development Agreement, Resolution no. 2019-019 recommending
denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending denial of the
Corona Tentative Map, and deliberated on the IS/MND and the Corona Project Approvals sought,
including a resolution approving the IS/MND, an ordinance approving the appeal and introducing
the Corona Zoning Amendment, an ordinance introducing the Development Agreement, a
resolution approving the Corona Density Bonus, and a resolution approving the Corona Tentative
Map, and considered all of the information contained in the record concerning the proposed Project
Approvals including the Development Agreement, and approved the Project Approvals, including
the ordinance introducing the Development Agreement; and
WHEREAS, in accordance with Article XI, Section 7, of the California Constitution, the
City may make and enforce within its limits all local, police, sanitary, and other ordinances and
regulations not in conflict with general laws; and
WHEREAS, in accordance with Article, XI, Section 5, of the California Constitution, as
a charter City, the City may snake and enforce all ordinances and regulations in respect to
municipal affairs, subject only to restrictions and limitations provided in its charter, and with
respect to municipal affairs, the City's ordinances and regulations shall supersede all inconsistent
state laws; and
WHEREAS, in accordance with Article XI, Section 9, of the California Constitution, the
City may establish, purchase and operate public works to furnish residents with light, water, power,
heat, transportation, and means of communication; and
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WHEREAS, in accordance with Section 54 of the Petaluma Charter, the City, by and
through its council and other officials, shall have and may exercise all powers necessary or
appropriate to the municipal corporation and the general welfare of its inhabitants, which are not
prohibited by the constitution, and the specifications in the Petaluma Charter of any particular
powers shall not be held to be exclusive or any limitation of the City's general grant of powers;
and
WHEREAS, in accordance with Section 54981 of the Government Code, the City may
contract with any other local agency for the performance of municipal services or functions within
the City's territory; and
WHEREAS, in accordance with Section 105032 of the Public Utilities Code, the SMART
Board has the power to own, operate, manage, and maintain a passenger rail system within the
territory of the district, and to determine the rail transit facilities, including ancillary bicycle and
pedestrian pathways, to be acquired and constructed by SMART, the manner of operation, and the
means to finance them; and
WHEREAS, in accordance with Section 105070 of the Public Utilities Code, SMART
may snake contracts and enter into stipulations of any nature whatsoever, employ labor, and do all
acts necessary and convenient for the full exercise of SMART's granted powers; and
WHEREAS, in accordance with Section 105085 of the Public Utilities Code, SMART
may take by grant, purchase, devise, or lease, or condemn in proceedings under eminent domain,
or otherwise acquire, and hold and enjoy, real property of every kind within or without the district
necessary to the full or convenient exercise of its powers, and may lease, mortgage, sell, or
otherwise dispose of any real or personal property when in its judgment it is in the best interests
of SMART to do so; and
WHEREAS, in accordance with Section 105096 of the Public Utilities Code, SMART
may acquire, construct, own, operate, control, or use rights-of-way, rail lines, stations, platforms,
switches, yards, terminals, parking lots, and any and all other facilities necessary or convenient for
rail transit within and without the district, together with all physical structures necessary or
convenient for the access of persons and vehicles thereto, including ancillary bicycle and
pedestrian pathways, and may acquire or contract for any interest in or rights to the use or joint
use of any or all such facilities; and
WHEREAS, in accordance with Section 105101 of the Public Utilities Code, SMART
may enter into agreements for the joint use of any property and rights by SMART and any city,
public agency, or public utility operating transit facilities and may enter into agreements with any
city, public agency, or public utility operating any transit facilities, wholly or partially within or
without the district, for the joint use of any property of SMART or of the city, public agency, or
public utility, or for the establishment of through routes, joint fares, transfer of passengers, or
pooling agreements; and
13
WHEREAS, approval of the City/SMART agreement is exempt from the requirements of
the California Environmental Quality Act ("CEQA") under the "common sense" exception in
CEQA Guidelines Section 15061(b)(3) which establishes the general rule for projects concerning
which it can be seen with certainty that there is no possibility that the activity in question may have
a significant effect on the environment, which activities are not subject to CEQA, because the
City/SMART agreement relates to the provision of funds for the design and construction of the
Corona SMART station, and the agreement expressly provides that the future project to construct
the Corona Station will be evaluated under all applicable environmental laws and regulations.
NOW, THEREFORE, the Council of the City of Petaluma does hereby resolve as follows:
1. Recitals Made Findings. The above recitals are hereby declared to be true and
correct and are incorporated into this resolution as findings of the City Council.
2. Agreement Exempt from CEQA. Approval of the City/SMART Agreement is
exempt from the requirements of CEQA under the "common sense" exception in
CEQA Guidelines Section 15061(b)(3) which establishes the general rule for projects
concerning which it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, which activities
are not subject to CEQA, because the City/SMART agreement relates to the provision
of funds for the design and construction of the Corona SMART station, and the
Agreement expressly provides that the future project to construct the Corona Station
will be evaluated under all applicable environmental laws and regulations.
3. Agreement for Corona Station Improvements Approved. The Agreement
between the City of Petaluma and the Sonoma Marin Are Rail Transit District
("SMART") for Construction of Corona Station Improvements in the City of
Petaluma and Related Matters ("Corona Station Improvements Agreement") which is
attached to and made a part of this resolution as Exhibit A is hereby approved.
4. City Manager Authorized to Execute Agreement. The City Manager is hereby
authorized and directed to execute an agreement for Corona Station Improvements
with SMART substantially in accordance with that attached as Exhibit A, subject to
such changes to the agreement deemed necessary or appropriate by the City Manager
and approved by the City Attorney to affect the intended purposes of this resolution.
5. Construction of the Corona Station Improvements Subject to All Applicable
Laws. SMART's construction of the Corona Station Improvements shall be subject
to compliance with all laws and regulatory approvals applicable thereto, including,
without limitation, approvals required pursuant to the California Environmental
Quality Act ("CEQA").
6. Severability. The City Council hereby declares that every section, paragraph,
sentence, clause, and phrase of this resolution is severable. If any section, paragraph,
sentence, clause or phrase of this resolution is for any reason found to be invalid or
unconstitutional, such invalidity, or unconstitutionality shall not affect the validity or
constitutionality of the remaining sections, paragraphs, sentences, clauses, or phrases.
7. Resolution Effective Immediately. This Resolution shall take effect immediately
upon its adoption.
14
ADOPTED, SIGNED AND APPROVED this 4th 1h day of May, 2020.
Teresa Barrett, Mayor
ATTEST:
Claire Cooper, City Clerk
15
EXHIBIT 1
Agreement
between
the City of Petaluma
and
the Sonoma Marin Area Rail Transit District
for
Construction of Corona Station Improvements in the City of Petaluma
and Related Matters
This agreement ("Agreement') is entered into as of , 2020 by and between the
City of Petaluma, a California municipal corporation and charter city ("City"), and the Sonoma
Marin Area Rail Transit District ("SMART"), a regional transportation district.
Recitals
A. Lomas Corona Station LLC, the owner of property at 890 North McDowell
Boulevard, APN 137-061-019, in Petaluma ("Corona Property") and Lomas SMART LLC, which
is in contract to purchase property owned by SMART located at 315 D Street, APN 007-131-003,
in Petaluma ("Downtown SMART Property") are under the same management and ownership, and
are referred to in this Agreement as the "Developer."
B. The Downtown SMART property is adjacent to property owned by SMART,
A.P.N. 007-131-004 ("Depot Property") that contains SMART station and depot and other
improvements and that is subject to a lease agreement between SMART and the City ("Depot
Lease"). The Depot Lease was originally entered on August 1, 2003. The original parties to the
Depot Lease were the Northwestern Pacific Railroad Authority as property owner the Petaluma
Community Development Commission as lessee. SMART succeeded the original property owner
by operation of law and the Petaluma Community Development Commission assigned its interest
as lessor to the City pursuant to an Assignment and Assumption Agreement dated August 22, 2013.
The City licenses the Depot Property to the Downtown Business Association and the Petaluma
Arts Alliance for office space use.
C. The agreement between Developer and SMART dated October 12, 2019
("Developer/SMART Agreement'), provides for the close of escrow on the purchase of the
Downtown SMART Property to occur on May 19, 2020.
D. Section 2(a) of the Developer/SMART Agreement requires as consideration for
purchase of the Downtown SMART Property a payment of $8 million, and in accordance with
Section 9(c) of the Developer/SMART Agreement, Developer must deposit into escrow the
16
remainder of the $8 million purchase amount, less a non-refundable $500,000 deposit already
given by Developer and closing costs allocable to Developer by May 15, 2020.
E. Section 9(e), the Developer/SMART Agreement also requires Developer to transfer
all rights, title and interest in the remainder parcel to SMART of 1.27 acres of land at the corner
of McDowell Boulevard and Corona Road in Petaluma and the Developer's Corona Tentative Map
application includes such 1.27 acres of land as a remainder parcel.
F. On October 12 2019 SMART entered into an agreement to sell SMART's
Downtown property to Developer (for 8 million and 1.27 remainder parcel).
G. City intends to place into the escrow for purchase of the Downtown SMART
Property $2 million of the $8 million purchase price. The City contribution will be funded by
traffic impact fee proceeds that were established in 2016 for this purpose, and will be used to fund
Corona Station improvements which will provide traffic relief in Petaluma via commuter use of
the Corona SMART station.
H. Developer's payment for the Downtown SMART Property and dedication of 1.27
acres at Corona Road and Me Dowell Boulevard must occur by the scheduled closing on the
Downtown SMART Property purchase on May 19, 2020 in order for SMART to request a Change
Order and proposal from SMART's existing train system contractor for the Second Petaluma
Station design and construction to proceed approximately concurrently with the Windsor station.
I. In accordance with Article XI, Section 7, of the California Constitution, the City
may make and enforce within its limits all local, police, sanitary, and other ordinances and
City, the City may make and enforce all ordinances and regulations in respect to municipal affair
sub�ject only to restrictions and limitations provided in its charter, and with respect to Eminicip
affairs, the City's ordinances • regulations shall supersede all inconsistent state laws. I
accordance. •
may establish, purchase and operate public works to furnish residents with light, water, power,
heat, transportation, and means of communication.
L. In accordance with Section 54 of the Petaluma Charter, the City, by and through its
council and other officials, shall have and may exercise all powers necessary or appropriate to the
municipal corporation and the general welfare of its inhabitants, which are not prohibited by the
constitution, and the specifications in the Petaluma Charter of any particular powers shall not be
held to be exclusive or any limitation of the City's general grant of powers.
17
111,11111 11 1&1 11 1 iiii�ili 1I��
with any other local agency for the performance of municipal services or fiinctions within the
City's territory.
N. In accordance with Section 105032 of the Public Utilities Code, the SMART Board
has the power to own, operate, manage, and maintain a passenger rail system within the territory
of the district, and to determine the rail transit facilities, including ancillary bicycle and pedestrian
pathways, to be acquired and constructed by SMART, the manner of operation, and the means to
finance them.
O. In accordance with Section 105070 of the Public Utilities Code, SMART may make
contracts and enter into stipulations of any nature whatsoever, employ labor, and do all acts
necessary and convenient for the full exercise of SMART's granted powers.
P. In accordance with Section 105085 of the Public Utilities Code, SMART may take
by grant, purchase, devise, or lease, or condemn in proceedings under eminent domain, or
otherwise acquire, and hold and enjoy, real property of every kind within or without the district
necessary to the full or convenient exercise of its powers, and may lease, mortgage, sell, or
otherwise dispose of any real or personal property when in its judgment it is in the best interests
of SMART to do so.
Q. In accordance with Section 105096 of the Public Utilities Code, SMART may
acquire, construct, own, operate, control, or use rights-of-way, rail lines, stations, platforms,
switches, yards, terminals, parking lots, and any and all other facilities necessary or convenient for
rail transit within and without the district, together with all physical structures necessary or
convenient for the access of persons and vehicles thereto, including ancillary bicycle and
pedestrian pathways, and may acquire or contract for any interest in or rights to the use or joint
use of any or all such facilities,.
R. In accordance with Section 105101 of the Public Utilities Code, SMART may enter
into agreements for the joint use of any property and rights by SMART and any city, public agency,
or public utility operating transit facilities and may enter into agreements with any city, public
agency, or public utility operating any transit facilities, wholly or partially within or without the
district, for the joint use of any property of SMART or of the city, public agency, or public utility,
or for the establishment of through routes, joint fares, transfer of passengers, or pooling
agreements.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the City and SMART agree as follows:
1. Recitals. The above recitals are true and correct and are made a part of this
Agreement.
2. Corona Station Project.
2.1 Within 60 days of close of escrow on the Developer's purchase of the Downtown
SMART Property pursuant to the Developer/SMART Agreement, (1) SMART will initiate a
request for change notice and proposal from SMART's existing Civil and System Contracts for
design and construction of the Train System improvements; (Together "Corona Station Project")
2.2 Should the combined Corona Station Project Contract(s) proposals NOT exceed $8
million, SMART agrees to initiate a design/build Change Order to existing Contracts for Corona
Station Project in SMART right of way located at , A.P.N. ("Corona Station
Property") subject to the terms of this Agreement and to applicable regulatory requirements,
including but not limited to, those of the California Public Utilities Commission ("CPUC") and
the Federal Railway Administration ("FRA"). SMART will be responsible for obtaining all
applicable regulatory approvals required for construction of the Corona Station Project.
OR in the alternative
2.3 Should the combined Corona Station Project Contract(s) Proposals exceed $8
million SMART agrees to use the $2 million in City funding for the Corona Station Project, and
to match the City funds with $2 million in SMART funding, and to progress as far as is reasonably
possible toward completing design and construction of the Corona Station Project using the $4
million in combined City and SMART funding and to seek additional Regional, State or Federal
funding needed to complete the construction of the Corona Station Project. Once SMART obtains
the funding needed to complete the construction of the Corona Station Project, it will be allocated
to completion of the Corona Station Project and the project will proceed to completion.
3. City Funding
3.1 City Funding. City will deposit $2 million in the escrow for the Developer
/SMART agreement by May 15, 2020, so that the close of escrow on the Developer's purchase of
the Downtown SMART Property can occur by May 19, 2020, in accordance with Section 9(a) of
the Developer/SMART Agreement. The City's contribution of $2 million in City funds to the cost
of constructing the Corona Station Project will be the maximum City contribution to funding of
the Corona Station Project, and the City will not be required to provide further funding for
completion of the Corona Station Project. In the event any challenge is brought by a third party
concerning this Agreement or City's funding of this Agreement, prior to close of escrow City may
terminate this Agreement in accordance with Section 7, below.
3.2 If City elects to defend such third party challenge to this Agreement or City's
funding of this Agreement or City terminates this Agreement, City shall indemnify, defend,
protect, hold harmless, and release SMART, its officials, officers, agents, and employees, from
and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or
expense (including attorneys' fees and costs) arising from or in connection with, or caused by any
19
act, omission, or negligence of the City regarding this Agreement or City's Funding of this
Agreement.
4. Corona Station Project/Depot Project Cooperation. The City and SMART agree to
cooperate in good faith regarding the Corona Station Project in accordance with this Agreement.
To the extent any construction of the Corona Station Project and/or the Downtown Depot Lease
Amendment contemplated herein is subject to approvals of the City or SMART requires
cooperation of the City regarding obtaining approvals from other government bodies, the City
agrees to cooperate with SMART and not unreasonably withhold City approvals or encroachment
permits which shall be issued at no cost to SMART and to cooperate with SMART concerning
obtaining approvals from other government bodies. SMART agrees to cooperate with the City
concerning City approvals and coordination related to construction of the Corona Station Project,
such as concerning impacts of the Corona Station Project construction on City right of way and
traffic, or obtaining City encroachment permits.
5. Depot Lease Amendment. On May 41,, 2020 City will introduce an Ordinance
approving an amendment to the Depot Lease which approval shall be effective no later than June
18th, 2020. City and SMART agree to amend the Depot Lease at no cost to SMART, to provide
for City's and SMART's shared use of parking spaces on the Depot Property as follows: Upon
construction of any needed improvements, signage and striping: (1) SMART patrons may use
parking spaces at the Depot during SMART's operational hours and Tenant patrons may use
parking spaces at the Depot during the tenants operational hours on a first come first serve basis
(2) No other parking will be allowed including; no overnight parking or parking for any residential,
retail or commercial uses (3) SMART will be responsible for enforcing parking and restrictions as
per other SMART parking facilities. City will provide through other agreement or understanding
with new owner of Downtown SMART Property for SMART's continued use of the parking on
the Downtown SMART Property and preservation of the existing ingress/egress through the
Downtown SMART property to the Depot Property until new owner commences development of
the Downtown SMART Property.
6. Term. The Term of this Agreement will commence upon approval of this
Agreement by the City Council and SMART Board, and expire upon SMART's completion of the
Corona Station Project as delineated under Section 2.2 or in the alternative, upon the expenditure
of $4 million in combined City and SMART funding to progress as far as is reasonably possible
toward completing design and construction of the Corona Station Project as delineated under
Section 2.3, subject to the terms of this Agreement and to applicable regulatory requirements,
including but not limited to, those of the California Public Utilities Commission ("CPUC") and
the Federal Railway Authority ("FRA"), unless sooner terminated or the Term is otherwise
amended in accordance with Section 10.
7. Termination.
7.1 In the event any challenge is brought by a third party concerning this Agreement or
City's funding of this Agreement, the City may terminate this Agreement prior to close of
Developer/SMART escrow in accordance with Section 3. The City and SMART may terminate
this Agreement for cause following written notice to the other party or by mutual agreement.
®1
7.2 Should escrow fail to close on the Downtown SMART property due to Developer's
failure to fully perform under the Developer/SMART Agreement dated October 12, 2019, , or
should City terminate this Agreement prior to closing of escrow in response to a third party
challenge to this Agreement or its funding, City shall be entitled to a refund from escrow of City's
$2 million deposit and SMART shall have no further duties, responsibilities or obligations to
CITY.
7.3 Upon the expiration of the Term in accordance with Section 6 above, SMART shall
be deemed to have fully performed under this Agreement, this Agreement shall terminate and
neither SMART nor City shall have further duties, responsibilities or obligations under this
Agreement e.
7.4 Should City fail to timely perform its obligations under Section 3 or Section 5 of
this agreement, SMART may tenninate this agreement and SMART shall have no further duties,
responsibilities or obligations to City.
8. Liability. This Agreement is not intended to create and may not be construed so as
to create any liability of the parties or any standard of care of the parties in excess of that
established pursuant to this Agreement and existing law applicable to the parties. Except as
otherwise provided in Section 3 neither party will have any liability for the acts or omissions of
the other party.
9. Remedies. The remedies available to the City and SMART for breach of the terms
of this Agreement will be limited to (1) Specific performance of the obligations of the City to
timely perform as provided for in Section 3 and 5 of this agreement (2) Specific performance of
the obligations of SMART as provided for in Section 2, subject to the terms of this Agreement and
to applicable regulatory requirements, including but not limited to, those of the California Public
Utilities Commission ("CPUC") and the Federal Railway Authority ("FRA")
10. Amendment. This Agreement may only be amended by a writing signed by
authorized representatives of each party.
11. Notice. Unless otherwise requested by a party, all notices, demands, requests,
consents or other communications which may be or are required to be given by either party to the
other shall be in writing and shall be deemed effective upon service. Notices shall be deemed to
have been properly given when served on the party to whom the same is to be given by hand
delivery or by deposit in the United States mail addressed to the party as follows:
District: Farhad Mansourian, District Manager
Sonoma -Marin Area Rail Transit District
5401 Old Redwood Highway
Petaluma, CA 94954
21
City: Peggy Flynn, City Manager
11 English Street
Petaluma, CA 94952
When a notice is given by a generally recognized overnight courier service, the notice, invoice or
payment shall be deemed received on the next business day. When a notice or payment is sent via
United States Mail, it shall be deemed received seventy-two (72) hours after deposit in the United
States Mail, registered or certified, return receipt requested, with the postage thereon fully prepaid.
In all other instances, notices, and payments shall be effective upon receipt by the recipient.
Changes may be made in the names and addresses of the person to whole notices are to be given
by giving notice pursuant to this paragraph.
12. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
13. Merger. This Agreement contains the entire understanding between the parties, and
no statement, promise, or inducement made by either party or agents of the parties that is not
contained in this Agreement shall be valid or binding; and this Agreement may not be enlarged,
modified, or altered except in accordance with Section 10.
14. Authority. The undersigned represent and warrant that they each have the authority
to execute and deliver this Agreement on behalf of each respective party.
15. No Waiver. The waiver by any of the parties of any breach of any term or promise
contained in this Agreement shall not be deemed to be a waiver of such term or provision or any
subsequent breach of the same or any other term or promise contained in this Agreement.
16. Time of the Essence. Time is of the essence in this Agreement and each of its
provisions.
17. No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is
intended to or shall confer upon the Developer (Lomas Corona Station LLC), any subsequent
owner of the "Corona Property"/ "Downtown SMART Property", any successor or assign, or any
Person other than the parties to this agreement any legal or equitable right, benefit or remedy of
any nature under or by reason of this Agreement.
IN WITNESS WHEREOF, authorized representatives of the City and SMART have each
executed this Agreement as of the date first written above.
City of Petaluma Sonoma Marin Area Rail Transit District
By: By:
Peggy Flynn, City Manager Farhad Mansourian, General Manager
Attest:
By:
Claire Cooper, City Clerk
Approved as to form:
By:
Eric W. Danly, City Attorney
Approved as to form:
By:
Thomas F. Lyons, District Counse
23
Attachment 2
Agreement
between
the City of Petaluma
and
the Sonoma Marin Area Rail Transit District
for
Construction of Corona Station Improvements in the City of Petaluma
and Related Matters
This agreement ("Agreement') is entered into as of , 2020 by and between the
City of Petaluma, a California municipal corporation and charter city ("City"), and the Sonoma
Marin Area Rail Transit District ("SMART"), a regional transportation district.
Recitals
A. Lomas Corona Station LLC, the owner of property at 890 North McDowell
Boulevard, APN 137-061-019, in Petaluma ("Corona Property") and Lomas SMART LLC,
which is in contract to purchase property owned by SMART located at 315 D Street, APN 007-
131-003, in Petaluma ("Downtown SMART Property") are under the same management and
ownership, and are referred to in this Agreement as the "Developer."
B. The Downtown SMART property is adjacent to property owned by SMART,
A.P.N. 007-131-004 ("Depot Property") that contains SMART station and depot and other
improvements and that is subject to a lease agreement between SMART and the City ("Depot
Lease"). The Depot Lease was originally entered on August 1, 2003. The original parties to the
Depot Lease were the Northwestern Pacific Railroad Authority as property owner the Petaluma
Community Development Commission as lessee. SMART succeeded the original property
owner by operation of law and the Petaluma Community Development Commission assigned its
interest as lessor to the City pursuant to an Assignment and Assumption Agreement dated
August 22, 2013. The City licenses the Depot Property to the Downtown Business Association
and the Petaluma Arts Alliance for office space use.
C. The agreement between Developer and SMART dated October 12, 2019
("Developer/SMART Agreement'), provides for the close of escrow on the purchase of the
Downtown SMART Property to occur on May 19, 2020.
D. Section 2(a) of the Developer/SMART Agreement requires as consideration for
purchase of the Downtown SMART Property a payment of $8 million, and in accordance with
Section 9(c) of the Developer/SMART Agreement, Developer must deposit into escrow the
remainder of the $8 million purchase amount, less a non-refundable $500,000 deposit already
given by Developer and closing costs allocable to Developer by May 15, 2020.
Petaluma/SMART Corona Station Agreement
E. Section 9(e), the Developer/SMART Agreement also requires Developer to
:. i to SMART 1.27 acres of land at the
comer of McDowell Boulevard and Corona Road in Petaluma and the Developer's Corona
Tentative Map application includes such 1.27 acres of land as a remainder parcel.
w N n1� 'N l� c
Oil October 12 2019 SMART entered into an ao-reement to sell
SMART's Downtown property to Developer (for 8 million and 1.27 remainder parcel),
tilc I
It
Citv intends to place into the escrow for purchase of the Downtown
SMART Propertv $2 million of the S8 million purchase price. The Citv contribution will be
funded by traffic impact fee procecds that were established in 2016 for this purpose, and will be
used to fund Corona Station improvements which will provide traffic relief in Petaluma via
C01111111.1ter use of the Corona SMART station.
H. Developer's payment for the Downtown SMART Property and dedication of 1.27
acres at Corona Road and Me Dowell Boulevard must occur by the scheduled closing on the
Downtown SMART Property purchase on May 19, 2020 in order for SMART to request a
Change Order and proposal from SMART's existing train system contractor for the Second
Petaluma Station design and construction to proceed approximately concurrently with the
Windsor station.
1. In accordance with Article XI, Section 7, of the California Constitution, the City
may make and enforce within its limits all local, police, sanitary, and other ordinances and
regulations not in conflict with general laws.
J. In accordance with Article, X1, Section 5, of the California Constitution, as a
charter City, the City may make and enforce all ordinances and regulations in respect to
municipal affairs, subject only to restrictions and limitations provided in its charter, and with
respect to municipal affairs, the City's ordinances and regulations shall supersede all inconsistent
state laws.
K. In accordance with Article XI, Section 9, of the California Constitution, the City
may establish, purchase and operate public works to furnish residents with light, water, power,
heat, transportation, and means of communication.
L. In accordance with Section 54 of the Petaluma Charter, the City, by and through
the municipal corporation and the general welfare of its inhabitants, which are not prohibited by
the constitution, and the specifications in the Petaluma Charter of any particular powers shall not
be held to be exclusive or any Iii-nitan of the City's general grant of powers.
2
Petaluma/SMART Corona Station Agreement
M. In accordance with Section 54981 of the Government Code, the City may
contract with any other local agency for the performance of municipal services or functions
within the City's territory.
N. In accordance with Section 105032 of the Public Utilities Code, the SMART
Board has the power to own, operate, manage, and maintain a passenger rail system within the
territory of the district, and to determine the rail transit facilities, including ancillary bicycle and
pedestrian pathways, to be acquired and constructed by SMART, the manner of operation, and
the means to finance them.
O. In accordance with Section 105070 of the Public Utilities Code, SMART may
make contracts and enter into stipulations of any nature whatsoever, employ labor, and do all
acts necessary and convenient for the full exercise of SMART's granted powers.
P. In accordance with Section 105085 of the Public Utilities Code, SMART may
take by grant, purchase, devise, or lease, or condemn in proceedings under eminent domain, or
otherwise acquire, and hold and enjoy, real property of every kind within or without the district
necessary to the full or convenient exercise of its powers, and may lease, mortgage, sell, or
otherwise dispose of any real or personal property when in its judgment it is in the best interests
of SMART to do so.
Q. In accordance with Section 105096 of the Public Utilities Code, SMART may
acquire, construct, own, operate, control, or use rights-of-way, rail lines, stations, platforms,
switches, yards, terminals, parking lots, and any and all other facilities necessary or convenient
for rail transit within and without the district, together with all physical structures necessary or
convenient for the access of persons and vehicles thereto, including ancillary bicycle and
pedestrian pathways, and may acquire or contract for any interest in or rights to the use or joint
use of any or all such facilities,.
R. In accordance with Section 105101 of the Public Utilities Code, SMART may
enter into agreements for the joint use of any property and rights by SMART and any city, public
agency, or public utility operating transit facilities and may enter into agreements with any city,
public agency, or public utility operating any transit facilities, wholly or partially within or
without the district, for the joint use of any property of SMART or of the city, public agency, or
public utility, or for the establishment of through routes, joint fares, transfer of passengers, or
pooling agreements.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the City and SMART agree as follows:
1. Recitals. The above recitals are true and correct and are made a part of this
Agreement.
2. Corona Station Project
Petaluma/SMART Corona Station Agreement
2.1 Within 60 days of close of escrow on the Developer's purchase of the Downtown
SMART Property pursuant to the Developer/SMART Agreement, (1) SMART will initiate a
request for change ; . and proposal from SMART's existing ,.'r, „ ystem
for design and construction of the `Corona
Station Project''
IL.^li :,tl, N' ,: . IF :. 11 1111
SMART agrees to initiate adesign/build Change Order, » O"II for
Corona Station Project in SMART right of way located at , A.P.N. ("Corona
Station Property") , L . II li N,
: Iln p 1! 1[ IF li
' II
1
m " �
SMART will be responsible for
obtaining all applicable regulatory approvals required for construction of the Corona Station
Project.
r II li li d „ N' a hold itl c c. o�n the t�a4�-dotf n`t4c-)m the Sal. --of tl.o Downtown S?�21� RT
Prop erty for a period of ( year) in order touse the S2 million in City fnndill$? for
the Corona Station Proiect, and to neaten the Citv funds with $2 million in SMAP. T' litndin[�4 and
to pro�-,ress as far as is reasonably t)ossible toward conit,letim-, desi„tn and construction of the
Corona Station Protect tasinLy the S4 million in cornbincd City and SMAR'f liindin-a
J,,.:
.If City elects
to defend such third party challenge to this Agreement or City's funding of this Agreement,,, , II
terminate this Agreement, City shall indemnify, defend, protect, hold harmless,
and release SMART, its officials, officers, agents, and employees, from and against any and all
claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including
attorneys' fees and costs) arising from or in connection with, or caused by any act, omission, or
negligence of the City regarding this Agreement or City's Funding of this Agreement.
4. Corona Station Project,'l m'',. ',I N: r: "n ,''': Cooperation. The City and SMART agree
to cooperate in good faith regarding the
N Corona Station
Project in accordance with this Agreement. To the extent any construction
Lease Amendment contemplated herein is subject to
approvals of the City or SMART requires cooperation of the City regarding obtaining approvals
from other government bodies, the City agrees to cooperate with SMART and not unreasonably
withhold City approvals or encroachment permits x . III t.. F
and to cooperate with SMART concerning obtaining approvals from other government bodies.
SMART agrees to cooperate with the City concerning City approvals and coordination related to
construction of the Corona Station Project, such as concerning impacts of the Corona Station
Project construction on City right of way and traffic, or obtaining City encroachment permits.
5. Depot Lease Amendment. Cn � i'"_ 4111, ' City will introduce atl
Ordinance approving an arnendnlcnt to the Depot lease which approval shall be effective 110
later than June 1811/July 1, 2020. City and SMART agree to amend the Depot Lease
'. LI , to provide for City's and SMART's shared use of
parking spaces on the Depot Property as follows: Upon construction of any needed
improvements, signage and striping: (1) SMART patrons may use parking spaces at the Depot
during SMART's operational hours and Tenant patrons may use parking spaces at the Depot
during the tenants operational hours on a first come first serve basis (2) No other parking will be
allowed including; no overnight parking or parking for any residential, retail or commercial uses
(3) SMART will be responsible for enforcing parking and restrictions as per other SMART
parking facilities. City will provide through other agreement or understanding with new owner of
Downtown SMART Property for SMART's continued use of the parking on the Downtown
SMART Property and preservation of the existing ingress/egress through the Downtown
SMART property to the Depot Property until new owner commences development of the
Downtown SMART Property.
6. Tenn. The Tenn of this Agreement will commence upon approval of this
Agreement by the City Council and SMART Board, and expire upon SMART's completion of
the Corona Station Projectroll",
NII
x ,h s II "� "u II '�" W �.„ "II �µ• V ., CI: IIn
„IN%
subject tot e terms of this Agreement and to applicable regulatory
.I
requirements, including but not limited to, those of the California Public Utilities Commission
5
Petaluma/SMART Corona Station Agreement
("CPUC") and the Federal Railway Authority ("FRA"), unless sooner terminated or the Term is
otherwise amended in accordance with Section 10.
7. Tennination.
In the event sttry chst[[etne is brought by a third tarty concernitr m
this Agreement or
City's fttndint; of this A„rcctncnt, the City niav terminate this A;Zrcctncllt Pr) I,„.: ,i,
A,,Vreeyneat, m accordaii,ce with Section 3. The City and SMART
may terminate this Agreement for cause following written notice to the other party or by mutual
agreement.
hould escrow fail to close on the Downtown SMART property due to Developer's
failure to fully perforin ; . ° i” N . „ : li , or
should City terminate this Agreement prior to closing of escrow in response to a third party
challenge to this Agreement or its funding, City shall be entitled to a refund from escrow of
$2 million deposit and SMART shall have no further rE obligations
to CITY.
C
T:
6
^
Aa:
li C" a u.
IR
Aa l Coli
ItCIt1lC1 V "' F, T Itoi"City '',h.^ N„'';„,,., nCl p' •';.:. „k $E3ilndCP'this
Agreement .' ge
IIS„ "'�:. N•II �� Ir I' r. -q,. N,^,", "i. I. II
Cllll N, C .0 tl
8. Liability. This Agreement is not intended to create and may not be construed so
as to create any liability of the parties or any standard of care of the parties in excess of that
established pursuant to this Agreement and existing law applicable to the parties. Except as
otherwise provided in Section 3 neither party will have any liability for the acts or omissions of
the other party.
9. Remedies. The remedies available to the City and SMART for breach of the
terms of this Agreement will be limited to (1) Specific performance of the obligations of the City
to timely perform as provided for in Section 3 . !I of this agreement (2) Specific performance
of the obligations of SMART subject to the terms of this Agreement
and to applicable regulatory requirements, including but not limited to, those of the California
Public Utilities Commission ("CPUC") and the Federal Railway Authority ("FRA")
10. Amendment. This Agreement may only be amended by a writing signed by
authorized representatives of each party.
11. Notice. Unless otherwise requested by a party, all notices, demands, requests,
consents or other communications which may be or are required to be given by either party to the
other shall be in writing and shall be deemed effective upon service. Notices shall be deemed to
6
Petaluma/SMART Corona Station Agreement
have been properly given when served on the party to whom the same is to be given by hand
delivery or by deposit in the United States mail addressed to the party as follows:
District: Farhad Mansourian, District Manager
Sonoma -Marin Area Rail Transit District
5401 Old Redwood Highway
Petaluma, CA 94954
City: Peggy Flynn, City Manager
11 English Street
Petaluma, CA 94952
When a notice is given by a generally recognized overnight courier service, the notice, invoice or
payment shall be deemed received on the next business day. When a notice or payment is sent via
United States Mail, it shall be deemed received seventy-two (72) hours after deposit in the United
States Mail, registered or certified, return receipt requested, with the postage thereon fully prepaid.
In all other instances, notices, and payments shall be effective upon receipt by the recipient.
Changes may be made in the names and addresses of the person to whom notices are to be given
by giving notice pursuant to this paragraph.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
13. Merger. This Agreement contains the entire understanding between the parties,
and no statement, promise, or inducement made by either party or agents of the parties that is not
contained in this Agreement shall be valid or binding; and this Agreement may not be enlarged,
modified, or altered except in accordance with Section 10.
14. Authority. The undersigned represent and warrant that they each have the
authority to execute and deliver this Agreement on behalf of each respective party.
15. No Waiver. The waiver by any of the parties of any breach of any term or
promise contained in this Agreement shall not be deemed to be a waiver of such term or
provision or any subsequent breach of the same or any other term or promise contained in this
Agreement.
16. Time of the Essence. Time is of the essence in this Agreement and each of its
provisions.
17. No Third Panty Beneficiaries. Nothing in this Agrecrncnt, expresscd or implied, is
intended to or shall confer upon the Develmer (Lomas Corona Station LLC), any subsequent
owner- of the "Corona 11roPcrty"/ "Downtown SMART Prowi-ty", any successor or assign, or any
Person other than the parties to this agreement any legal or equitable right, benefit or remedy of
any nature under- or by reason of this Agrecment.
7
Petaluma/SMART Corona Station Agreement
IN WITNESS WHEREOF, authorized representatives of the City and SMART have each
executed this Agreement as of the date first written above.
City of Petaluma
By:
Peggy Flynn, City Manager
Attest:
By:
Claire Cooper, City Clerk
Approved as to form:
By:
Eric W. Danly, City Attorney
N.
Sonoma Marin Area Rail Transit District
By:
Farhad Mansourian, General Manager
Approved as to form:
By:
Thomas F. Lyons, District Counsel
Petaluma/SMART Corona Station Agreement
1.4 Station Areas
1.4 Station Areas
Sonoma -Marin Area Rail Transit (SMART) is a passenger
train and multi -use pathway project located in Sonoma and
Marin counties. SMART will provide rail service along 70
miles of the historic Northwestern Pacific Railroad align-
ment, connecting urban and rural residents of the two
counties with jobs, education and health care services in
the region. The project revives the long -dormant but pub-
licly owned railroad right of way, serving 14 stations from
Cloverdale in Sonoma County to the San Francisco -bound
ferry terminal in Larkspur in Marin County.
Attachment 3
Chapter I: Introduction
Due primarily to the economic recession, SMART's
revenues are not sufficient to build the entire project as
expected by 2014. The SMART Board of Directors - 12
elected officials representing jurisdictions along the cor-
ridor - voted in November 2010 to develop the project
in phases. The first phase, a 37 -mile rail and trail project
connecting the county seats and population centers of San
Rafael and Santa Rosa, is scheduled for completion by late
2015. Extensions north and south will be developed as ad-
ditional funding is identified.
Clcrmrdale
„ Hraidabtrrg gyp"
"culsor 71,
JeoningsAvenue R
Cota
ti
Corona Road
N'
O' n ai
r, C ,
14VQ',,118"K, OCIAN
o.. ,
h I �tMarin C1vk Canter
ur°
M R'T*SWIc-ra
SMART Project Comdor
M
R�slra':�d Rrght®tT.ry �
UrI'&jn At LA%
1-6 Petaluma Station Area Master Plan
1
Chapter 1: Introduction
Within the city of Petaluma there are two planned sta-
tions that will serve Sonoma -Marin Area Rail Transit
(SMART).
The planned Downtown Petaluma Station will be located
at the renovated historic rail depot located adjacent to
Lakeville Street and bounded by East Washington Street
and East D Street. The Downtown Petaluma Station will
provide easy access to the Downtown, the Turning Basin
area and the Copeland Street Transit Mall.
1.4 Station Areas
The Corona Road Station will be located in northwestern
Petaluma in the vicinity of the intersection of Corona
Road and North McDowell Boulevard. This site will likely
include a significant park-and-ride component while also
benefiting from improved access to employment, housing,
health services like the Petaluma Health Center, and stu-
dent services like Santa Rosa Junior College. The Corona
Road Station will be built as part of the second phase.
Petaluma Station Area Master Plan 1-7
2
Chapter 1: Introduction 1.4 Station Areas
"510
IN,
�Qj N,
Corona Road Station Area
7
Petaluma Station Area Master Plan 1-9
2.9 Corona Road Station Area
M114 • • 1 _ • . � � F . I •i _tel 1t� !
Chapter 2: Vision
Overview
The Corona Road Station will be located in northwestern
Petaluma in the vicinity of the intersection of Corona
Road and North McDowell Boulevard. In the short-term,
the Corona Road SMART Station will likely function as
a suburban park-and-ride station. However, in the long
term, the Corona Road Station Area may evolve to include
transit -oriented development.
2-42
S
�rt�8'd�@&8'1tiiAa PCil.�ii5'?r"a..&;;n.FR•ti,¢Y:;.�1^,'t8':,.ai_+„�lAe-'V?8xt
Petaluma Station Area Master Plan
4
Chapter 2: Vision 2.9 Corona Road Station Area
Petaluma Station Area Master Plan
16.61 acres
4.07%
81.39 acres
Land Use
Very Low Density Residential
3.27%
Low Density Residential
The map above indicates the land use within the Corona.,.,.,
8.56 acres
Road Station Area (1/2 mile from Station Parcel). The
I High Density Residential
Station Area is approximately 674 acres, of which 408 is
FM Mobile Homes
mapped with a land use (remaining 266 acres is composed
Neighborhood Commercial
primarily of area outside of the UGB, Street ROW, and
Community Commercial
Highway ROW). The primary land uses are Business Park
4.45 acres
(23%) Low Density Residential (20%), and Mobile Homes
Mixed Use
(14%). Outside of the area designated as Business Park,
Business Park
13% of the site has a Commercial (Neighborhood or Com-
Public/Semi Public
munity) or Mixed-use designation. 42% has some form of
Education
residential designation, but it is primarily low density.
2-43
Industrial
5
City Park
Open Space
Total
Petaluma Station Area Master Plan
16.61 acres
4.07%
81.39 acres
19.93%
13.36 acres
3.27%
58.64 acres
14.36%
8.56 acres
2.10%
35.20 acres
8.62%
12.06 acres
2.95%
94.90 acres
23.23%
21.55 acres
5.28%
4.45 acres
1.09%
35.75 acres
8.75%
6.74 acres
1.65%
19.28 acres
4.72%
446.94 acres
100%
2-43
5
2.9 Corona Road Station Area Chapter 2: Vision
Corona Road Opportunity Sites
The opportunity sites surrounding the Corona Road Sta-
tion are primarily the undeveloped sites or underutilized
sites immediately adjacent to the Station Area.
The area that has been identified as a UGB Possible
Expansion Area to the northeast of Corona Road and the
Rail Tracks provides another large opportunity site. How-
ever, the expiration of the UGB limits was recently extend-
ed to 2025 by ballot initiative and the findings required to
incorporate this land into city limits makes it unlikely to
be available for redevelopment in the near term.
Underutilized sites along N. McDowell Blvd. near the in-
tersection at Corona Rd have the potential to redevelop as
TOD in the future. Similar to the Downtown, the intent
2-44
of the Master Plan is not to force the existing uses out, but
to provide a vision so that over time as the area develops,
TOD will become the highest and best use for these par-
cels, providing the land owners with the opportunity and
economic incentive to redevelop.
The U.S. Post Office Facility that may be closing in 2013
will become a priority opportunity site should it close.
Petaluma Station Area Master Plan
6
Chapter 2: Vision
Connectivity Improvements
In the both the short and long term development scenar-
ios, the Corona Station Area will benefit from improved
access to the surrounding employment centers, health
care facilities, the junior college, and housing. With many
of these destinations being located outside the typical
walking radius for the station, additional consideration
should be given to bicycle and transit connections and
facilities in this area
The drawing on the opposite page highlights the recom-
mended Access and Connectivity improvements within
the station area. Additional information on these im-
provements can be found in Chapter 5 (Access, Connec-
tivity, and Parking).
Information regarding the Market Demand and Housing
for the Corona Road Station Can be found in Chapter 3
and Chapter 4 respectively.
The plan below provided by SMART is the most recent
plan proposed for the Corona Road Station at the time of
the writing of this document.
X
3^ m " ^
oa �
V.,
2.9 Corona Road Station Area
Petaluma Station Area Master Plan
q'
I�
2-45
7
Chapter 2: Vision
Crosswalk Safety lniprov(
Mul'ti-Use Path Crossings
Bike Parking Station
SMART Station
Future Multr-Use Path
New Streets
Unpaved Path
New Sidewalks,
SMARTR611 Line
Existing Off -Street Path
New Off -Street Path
New Bike Lanes
Existing Bike Lanes
Existing Signed On-Stree
New Signed On -Street Bi�
Planned Station Sits
Half -Mile Station Buffer
N
Petaluma Station Area Master Plan
2.9 Corona Road Station Area
.Wav
01untain
2-47
8
Attachment 4
EXHIBIT A
City of Petaluma
Traffic Mitigation Fee
�f
Prepared by City of Petaluma
May 2016
27
This addendum updates Table 3-3 and Tables 3-6 through 3-12 of the Traffic Mitigation Fee
Program Update prepared by Fehr & Peers (August 2012). The revised tables incorporate
updated cost figures associated with the Redevelopment Supplement of the fee program,
establishes a new land use category and fee for gas/service stations, update the methodology
from the 2012 fee study, and incorporate new improvement costs associated with parking for the
SMART stations and increase the amount of the fee to support right of way acquisition for the
Rainier Avenue Extension and Interchange project.
Table 3-3 provides the estimated cost of improvements provided by the City of Petaluma. The
updated table amends the cost estimates for the Rainier Avenue Extension and Interchange and
adds the new SMART station parking to the list of improvements.
Improvement
Rainier Avenue Extension and Interchange — locally
preferred alternative (Alt 2)
Caulfield Lane Extension
Old Redwood Highway Interchange Improvements
Caulfield Lane/Payran Street Intersection
Improvements
Petaluma Boulevard/Magnolia Avenue — Payran
Street Intersection
Construction of New Intersections Throughout the
City'
Traffic Signal Upgrades Throughout the City2
Pedestrian/Bicycle Improvements Throughout the
City,
Transit Improvements Throughout the City6
Redevelopment Supplement$
SMART Station (350 Parking Spaces)'
Total
Estimated Costs
Total Project
Other
Net City Cost
Cost
Funding
$114,983,5001
$25,258,4032
$89,725,097
$63,082,240
$8,521,0463 I
$54,561,1944
$43,115,000
$40,235,01051
$2,879,990
$5nn,nnn
$ -
$500;000
$500,000
$ -
$500,000
$2,250,0007
$ -
$2,250,000
$1,885,000
$ -
$1,885,000
$27,389,000
$ -
I
$27,389,000
$2,500,000
$ - I
$2,500,000
$9,972,739
$ - I
$9,972,739
$10,500,000
$ -'
$10,500,000
$276,677,479
$74,014,459 I
$202,663,020
Notes:
1. Covers modified diamond interchange configuration alternative (Alternative 2 of Rainier Avenue Project Study Report),
based on cost estimates of Jacobs 2009.
2. Funding includes $7.5M in former Petaluma Community Development Commission (PCDC) funds allocated by City
Council and $23AM in local roadway construction costs and dedicated ROW to be covered by development adjacent to
the project.
3. Cost of local roadway construction covered by development adjacent to the site. Other funding includes $2,012,726 fair
share contribution from Quarry Heights project.
4. Covers bridge only.
5. Funding includes $11.3M in former Petaluma Community Development Commission (PCDC) funds allocated by City
Council and $28.9M in a combination of Measure M, SLPP, developer contributions, and Assessment District 21 funds.
6. Includes bus stop improvements, real time transit information system, and signal priority system for transit.
7. Cost reflects six intersections to be constructed. Cost estimate based on 3 signalized intersections and 3 roundabouts.
8. Represents the $18.8M in former Petaluma Community Development Commission (PCDC) agreements currently disputed
28
by the CA Department of Finance (see notes 2 & 5 above). The City will collect this supplement pending resolution of the
status of these funds. If the PCDC agreements are recognized, as the City believes they must be, the TMF will be adjusted
to remove the Redevelopment Supplement. Adjusted to $9,972,739 to reflect 2014 Bond Proceeds of $8,836,001.
9. Parking needs identified in SMART White Paper No. 11 (February 2008)
Source: City of Petaluma, 2015.
Table 3-6 presents the growth projections used in the analysis. Compared to the projections used
in the 2012 analysis, 65 accessory dwelling units, and 16 gas/service station fuel positions have
been added to the growth scenario.
Land Use Category Unit 2007 2012 2025
Single -Family DwellingI
Dwelling
119
Unit +
Unit I
18,251
Multi -Family Dwelling Unit I
Dwelling
2,558
879 I
Unit
29%
Accessory Dwelling Unit
Dwelling
2,624
58%
Unit
I 5,449 I
Senior Housing
Dwelling
1,554
! 23,087 I
Unit
28%
Office
KSF
5,820
Hotel/Motel I
Room I
682
Commercial/Shopping I
KSF I
4,421
Industrial/Warehouse I
KSF
5,504
Education I
Student
18,036
Institution
KSF (
1,432
Gas/Service Station
Fuel I
142
Position
Source: City of Petaluma, 2015.
18,266 19,796
2,820 I 6,380
Total
Growth %
(2012 to Growth
2025)
1,530 8%
3,560 126%
65
1,612
1,731
119
7%
6,044
I 8,676
2,632
44%
682
879 I
197
29%
4,524
7,148 I
2,624
58%
5,027
I 5,449 I
422
8%
18,036
! 23,087 I
5,051
28%
1,432
1,432
-
0%
142
158
16
11%
29
Table 3-7 recalculates the dwelling unit equivalent (DUE) factors, using updated data from the
Institute of Traffic Engineers Trip Generation Handbook, 9th Edition, and SANDAG's Brief
Guide of Vehicular Traffic Generation Rates (July 2002). The "Percent New Trips" column need
only be multiplied by the peak hour trip rate in order to estimate vehicle trips per unit. Vehicle
trips per unit for each land use is then divided by the vehicle trips per single family dwelling unit
to determine the DUE factor for each land use.
Peak
Hour % New
Land Use Category Unit
s
VT per Unit
DUE per
Trip Trips2
Unit'
Rate'
Dwelling
Single -Family Dwelling Unit 1.01 86%
0.87
1.00
Unit
Multi -Family Dwelling Unit' Dwelling 0.62 86%
0.53
0.61
Unit
Accessory Dwelling Unit" Dwelling 0.28 86% I
0.24
i
0.28
Unit
I
a
Senior Housing' Dwelling 0.27 86/0
0.23
0.27
Unit
Office' KSF 1.49 77%
1.15
1.32
Hotel/Motel Room 0.59 58%
0.34
0.39
Commercial/Shopping' KSF 3.73 45%
1.68
1.93
Industrial/Warehouse' KSF 0.86 79% (
0.68 (
0.78
Education10 Student 0.15 57% I
0.09 (
0.10
Institution" KSF 0.55 64% ,
0.35 ,
0.41
Gas/Service Station13 Fuel Position 13.38 21% I
2.81 I
3.23
Notes:
1. ITE Trip Generation, 8th Edition, 2008. Rates based on PM peak hour of
adjacent traffic.
2. SANDAG Brief Guide of Vehicular Traffic Generation Rates, July 2002.
3. VT (vehicle trip) per unit = peak hour trip rate * % new trips.
4. DUE per unit = VT per unit / VT per single-family dwelling unit
5. ITE Apartment rate used.
6. ITE Senior Adult Housing - Detached rate used.
7. ITE General Office Building (PM peak hour) rate used.
8. ITE Shopping Center rate used for all commercial uses.
9. ITE Industrial Park rate used for all industrial uses.
10. ITE Elementary school (PM peak hour generator) rates used for all educational
uses.
11. ITE Church rate used for all general institutional uses,
12. Assuming one person on average lives in accessory unit, use ITE peak hour
rate of 0.28 per person.
13. ITE Service Station w/Convenience Market used.
Source: Fehr & Peers, 2012. Willdan, 2015.
30
Table 3-8 recalculates the growth in DUE using the revised DUE factors from the preceding
table. The growth per dwelling unit, thousand square feet, hotel room, student or fuel position is
multiplied by the corresponding DUE factor from Table 3-7 to convert projected growth into
DUEs. Using the revised growth scenario and revised DUE factors results in a growth increment
of 12,772 DUEs, compared to the 9,096 calculated in the City's 2014 analysis. Total DUEs at
buildout have also increased. These adjustments result in new development representing a larger
share of total build out DUEs, compared to the 2014 analysis (22.43% v. 19.53%).
Land Use Category Unit Total ' DUE per
Growth Unit
Single -Family Dwelling I
Dwelling Unit
1,530
Unit
Multi -Family Dwelling Unit I
Dwelling Unit I
3,560
Accessory Dwelling Unit I
Dwelling Unit I
65
Senior Housing I
Dwelling Unit I
119
Office (
KSF I
2,632
Hotel/Motel I
Room I
197
Commercial/Shopping I
KSF (
2,624
Industrial/Warehouse I
KSF I
422
Education
Student I
5,051
Institution
KSF
i
-
Gas/Service Station
Fuel Position
16
Total New Development DUEs
Total
Build Out DUEs4
Percentage of Total Build Out DUEs
HKII1]
0.61
0.28
0.27
1.32
0.39
1.93
0.78
0.10
U.41
3.23
Growth Converted to DUEs
1,530
2,185
18
32
3,477
78
5,071
330
03
U
52
12,772
56,941
22.43%
Notes:
1. Table 3-6: City of Petaluma Travel Demand Model Land Use Projections
2. Table 3-7: City of Petaluma DUE Conversion Factors
3. While a growth in student enrollment is projected, no new schools are anticipated to be constructed.
4. Total Build Out DUEs = DUE per unit * 2012 land use projections (Table 3-6) + total new development DUEs
5. Percentage of Total Build Out DUEs = Total New Development DUEs / Total Build Out DUES
Source: Fehr & Peers, 2012. Willdan, 2015.
31
Table 3-9 recalculates new development's share of the intersection projects included in the TIF.
Adjustments have been made to projects where the fair share is equal to the new development's
share of DUES at buildout. After the adjustments, a larger share of projects has been allocated to
new development compared to the 2012 analysis ($1,668,224 v. $1,646, 472).
Table 3-10 recalculates new development's share of pedestrian/bicycle projects. The "new miles
contribution" is equal to: minimum new miles for new DUE / new miles X new value. This
results in an allocation of $8,978,853 worth of pedestrian and bicycle improvements to new
development.
Existing Bicycle Miles per DUE
AN
New DUES I
Cross -Town
Intersection Net City Cost
New Development
Potential Fee
Reliever?2
Share
Contribution
Industrial @ Corona $300,000 Yes
100%
$300,000
Rainier and Maria I $450,000 Yes
100%
$450,000
Caulfield and Ely I $450,000 Yes
100%
$450,000
Casa Grande / McDowell I $450,000 No I
22.43%
I $100,934
Lindberg/Lakeville I $300,000 Yes I
100%
$300,000
South McDowell/Lakeville I $300,000 No I
22.43% I
$67,290
Total $2,250,000 -- I
--
I $1,668,224
Notes:
1. Based on Traffic Impact Mitigation Fee Program Update Memo from the City dated 5/1/12.
2. Based on discussions with the City. Out of the six intersections encompassing the $2.25M cost, only
four relieved
crosstown traffic and were included 100% in the final fee contribution total.
3. See Table 3-8 City of Petaluma Growth in DUES for calculation detail.
Source: Fehr & Peers, 2012. Willdan, 2015.
Table 3-10 recalculates new development's share of pedestrian/bicycle projects. The "new miles
contribution" is equal to: minimum new miles for new DUE / new miles X new value. This
results in an allocation of $8,978,853 worth of pedestrian and bicycle improvements to new
development.
Existing Bicycle Miles per DUE
0.0017
New DUES I
12772
Minimum Miles for new DUE I
21.6
New Miles' I
65.80
New Valuer I
$27,389,000
New Miles Contribution I
$8,978,853
% of Total Cost
33%
Notes
1. City of Petaluma, 2012
2. 2012 Land Use (per Table 3-6 Travel Demand Model) * DUE per unit (per
Table 3-7 DUE Conversion Factors)
3. See Table 3-8 Growth in DUE.
4. =Miles for new DUE/New Miles * New Value
Source: Fehr & Peers, 2012. Willdan 2015.
32
Table 3-11 recalculates new development's share of circulation improvement projects based on
the adjustments in the preceding tables. In total, $173.4 million in improvement costs are
allocated to 12,772 DUES of growth, resulting in a fee of $13,577 per DUE.
Potential Fee
Contribution
$89,725,097
$54,561,194
$2,879,990
$500,000
$500,000
$1,668,224
I� $422,803
I $8,978,853
$560,746
$9,9/2,/.39
$2,355,134
$1,278,262
$173,403,042
12,772
$13,577
$12,949
33
New
Improvement
Net City Cost
Development
Share
Rainier Avenue Extension and Interchange — locally
$89,725,097
100.00%
preferred alternative
Caulfield Lane Extension
$54,561,194
100.00%
Old Redwood Highway Interchange Improvements
$2,879,990
100.00%
Caulfield Lane/Payran Street Intersection
$500,000
100.00%
Improvements
Petaluma Boulevard/Magnolia Avenue — Payran
I
$500,000
I
100.00%
Street Intersection
Construction of New Intersections Throughout the
$2,250,000
74.14%
Cityl
Traffic Signal Upgrades Throughout the City' I
$1,885,000 I
22.43%
Pedestrian/Bicycle Improvements Throughout the
I
$27,389,000 I
32.78%
City
Transit Improvements Throughout the City' I
$2,500,000 I
22.43%
Redevelopment Supplement
$9,972,739
100.00%
SMART Station (350 Parking Spaces)'
$10,500,000
22.43%
Administration Costs'
--
--
Total I
$202,663,020 I
--
Projected Growth in DUES'
Fee Per DUE
Prior Fee per DUES
Notes:
1. See Table 3-9 Construction of New Intersections Fee Contributions for calculation
detail.
2. See Table 3-8 City of Petaluma Growth in DUES for calculation
detail.
3. See Table 3-10 Pedestrian/Bicycle Contribution Calculation for detail.
4. Provided by the City of Petaluma, 2012.
5. Based on Fee per DUE contained in 2015 Addendum 1.
Source: Fehr & Peers, 2012. Willdan, 2015. City of Petaluma, 2016.
Potential Fee
Contribution
$89,725,097
$54,561,194
$2,879,990
$500,000
$500,000
$1,668,224
I� $422,803
I $8,978,853
$560,746
$9,9/2,/.39
$2,355,134
$1,278,262
$173,403,042
12,772
$13,577
$12,949
33
Table 3-12 presents the revised traffic impact fees. The revised fee per DUE from Table 3-11 is
multiplied by the revised DUE factors from Table 3-7 to determine the fee per land use category.
a
®.
Land Use Type
Unit
DUnip1er Fee per
DUE 2
Fee
Single -Family Dwelling Unit
Dwelling Unit
1.00
$13,577
Multi -Family Dwelling Unit
I Dwelling Unit I
0.61 I
$8,334
Accessory Dwelling Unit
Dwelling Unit I
0.28 I
I $3,764
Senior Housing
I Dwelling Unit I
0.27 I
I $3,629
Office
I KSF I
1.32
I $17,933
Hotel/Motel
( Room I
0.39 $13,577
I $5,349
Commercial/Shopping
I KSF I
1.93
I $26,236
Industrial/Warehouse
( KSF
0.78
I $10,619
Education
Student I
0.10 I
I $1,336
Institution
I KSF I
0.41 I
I $5,502
Gas/Service Station
I Fuel Position I
3.23 I
I $43,919
Notes:
1. Table 3-7 City of Petaluma
DUE Conversion Factors
2. Table 3-11 City of Petaluma Circulation Improvements
Fee Contributions
Source: Fehr & Peers, 2012. Willclan,
2015
34