HomeMy WebLinkAboutAgenda Bill 3.C 07/14/2003t�
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CITY OF PETALUMA CALIFORNIA �'
J U L 1 200 J
Petaluma Community Development Commission
AGENDA BILL
Agenda, Title Discussion and Action Regarding Adopting a
Meeting Date July 14, 2003
Resolution Authorizing the Executive Director to Enter Into a Long -
Term Lease of the Petaluma Railroad Depot with the NWPRA
Meeting Time: X 3:00 PM
Category check. one l:
❑ Consent. Calendar
❑ Public Hearing X New Business
Department
Director
Contact Person
Phone Number
Redevelopment
Paul Marangell_ "
Paul Marangella,,_
'778 -4581
Cost of ProOosal $12,000 Per Year Depot Lease
Account Number
$20,000 Per Year Temporary NCRA Relocation
901- 400 -9016
$32,000 Total Annual Cost
Name of Fund:
Amount Budgeted $250,000 (FY 2002 -03)
CBD Project Area Fund
$305;000 (FY 2003 -04)
$555,000 Total
Attachments to Agenda Packet item
1. Resolution Authorizing Executive Director to Enter Into a Lease of the Petaluma Depot with
NWPRA
2. Petaluma Depot Lease Agreement with NWPRA
3. Memorandum of Understanding Regarding the Petaluma Depot Site and Freight Facilities
4. NCRA/NWPY Quitclaims of Depot Facilities
Summary Statement
The Petaluma Railroad Depot, built in 1914, consists of three buildings, located on Lakeville Street,
between East Washington and D 'Streets. The* facilities are owned by the Northwest Pacific Railroad
Authority, (WPRA). The NWPRA has an. agreement with the North Coast Railroad Authority (NCRA) to
provide freight hauling. The NCRA in turn contracts with the Northwestern Pacific Railroad Company
(NWPY) to haul freight. Thus, the NCRA and the NW'PY have the right to use the facilities as part of their
freight hauling activities. Over the past several decades, the Depot has served as an office for the railroad
freight hauler (NWPY) and a freight storage area. The facility has remained vacant since business
negotiations between the NCRA and the freight hauler (NWPY) broke down. To further complicate the
situation, effective January 1, 2003 the Sonoma Marin Area Rail Transit (SMART) was reconstituted for
the purpose of consolidating various railroad entities, including the NWPRA. Therefore, while railroad
assets have not yet been fully transferred from the NWPRA to SMART, SMART's concurrence on the
Depot lease is none - the -less required.
After a series of negotiations between the NWPRA, SMART, NCRA, NWPY and the PCDC, all agencies
are in concurrence with the, proposed long -term lease with 'the PCDC. However, the NCRA insisted that,
prior to providing a quitclaim to the Depot site, a Memorandum of Understanding (MOU) clarifying the
future relocation of NCRA administrative offices and team track be signed by all effected parties. This was
completed on 6/13/2003,, thereby clearing the way for the PCDC to enter into a long -term lease with the
NWPRA.
Therefore, the purpose of this agenda item is to pass a resolution authorizing the Executive Director to
enter into a long -terra lease of Petaluma Railroad Depot with the NWPRA.
Recommended City Council Action /Su22ested Motion
It is recommended that the PCDC adopt the attached resolution authorizing a long -term lease of the
Petaluma Depot Buildings with the NWPRA.
eviewed b Finance Director: Reviewed by City Attornev A r . :,fit 'Mana er:
te• Steve Meyers Date:. 6/25/03 Date:
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Today':s Date
Revision # and Date `Revised:
File Code:
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J une 26, 2003
CITY OF PETALUMA CALIFORNIA
PETALUMA COMMUNITY DEVELOPMENT COMMISSION
JULY 14, 2003
AGENDA REPORT
FOR
DISCUSSION AND ACTION REGARDING ADOP,TIN.G A RESOLUTION
AUTHORIZING THE EXECUTIVE DIRECTOR TO.ENTER INTO A LONG -TERM
LEASE OF THE PETALUMA RAILROAD DEPOT WITH THE NWPRA
EXECUTIVE SUMMARY
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The Petaluma Railroad Depot, built in 1914, consists of three buildings, located on
Lakeville Street, between East Washington and D Streets. The facilities are owned by the
Northwest Pacific Railroad. Authority ( NWPRA). The NWPRA has an agreement with
the North Coast Railroad Authority (NCRA) to provide freight hauling. The NCRA in
turn contracts with the Northwestern Pacific Railroad Company (NWPY) to haul freight.
Thus, the NCRA and the NWPY have the -right to use the facilities as part of their freight
hauling activities. Over the past several decades, the Depot has served as an office for the
railroad freight hauler (NWPY) and a freight storage area. The facility has remained
vacant since negotiations-between the NCRA and the freight hauler (NWPY) broke
down. To further- complicate the situation, effective January 1, 2003 the Sonoma Marin
Area Rail Transit (SMART) was reconstituted for the purpose of consolidating various
railroad entities, including the NWPRA. Therefore, while railroad assets have not yet
been fully transferred from the NWPRA to SMART, SMART's concurrence on the
Depot lease is none- the -less required.
After a series of negotiations between the NWPRA, SMART, NCRA, NWPY and the
PCDC, all agencies are in concurrence with the proposed long -term lease with the PCDC.
However, the NCRA insisted that, prior to providing a quitclaim to the Depot site, a
Memorandum of Understanding (MOU) clarifying the future relocation of NCRA
administrative offices and team track be signed by all effected parties. This was
completed on 6/13/2003, thereby clearing the way for the PCDC to enter into a long -term
lease with the NWPRA.
Therefore, the purpose of this agenda item is to pass a resolution authorizing the
Executive Director, to enter into the attached Petaluma Railroad Depot Lease Agreement
with the NWPRA.
BACKGROUND
In the Central Petaluma Specific Plan, the Depot is a focal point for the redevelopment of
entire Plan area. In the Plan, the buildings are regarded as significant historic assets that
are to be preserved. On May S, 2002, the Petaluma Community Development
Commission (PCDC) passed a resolution authorizing the staff to obtain a Right of Entry
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Permit with the option of a. lease. Under the Permit, the PCDC may inspect the facilities
and make improvements to preserve the structure. The Permit was approved and signed
in early September, .2002.
Subsequently, with the passage of ;legislation to consolidate the NWPRA and SMART,
the NWPRA Board approved, a request from SMART to defer the lease ,of depot. facilities
until the new SMART II Board could consider the matter in January 2003. On March 17,
2003 the NWPRA Board finally approved a lease, of the Petaluma, Depot with the City,
subject to the concurrence of SMART'. On April 16, 2003 the SMART Board of
Directors voted unanimously to concur with NWPRA on the Depot lease with the City.
However, the NCRA :insisted that prior to providing a quitclaim to the Depot site, a
Memorandum of Understanding (MOU) clarifying the future relocation of NCRA
administrative offices and team track be signed by all effected parties. On May.21, 2003,
the NCRA Board, approved a quitclaim to the Depot site and agreed to sign. the
Memorandum of Understanding in Attachment 3. All signatures to the. MOU were
finalized. on June 13, 2003, thereby clearing the way for the PCDC' to enter into a Fong-
term lease with the NWPRA.
Lease Terms
The terms of the lease are summarized' as follows:
• Duration: 25 Years (10 years, with three 5 -year terms)
• 'Monthly Rent: 51,000 ($0.1.3 /square,fo0t)
• Special Provisions:
1. Termination: NWPRA/SMART may terminate-the lease with one
year's notice if all or any portion* of the facilities i's , required for
transportation purposes. In this: event, the PCDC is reimbursed a pro -
rata share of improvement costs.
2. Subletting: The PCDC may sublet the property to non- profit /civic
organizations, however, all rent in excess of the: monthlyamount due
to the NWPRA must me allocated to a special fund for the. ongoing
maintenance and. repair of the depot facilities.
• Tenant Improvements: Lessee to construct all improvements =at its: sole cost.
MOU Terms
The terms of the MOU pertaining toy the PCDC are summarized as.follows:
• PCDC. agrees to relocate the NCRA/NWPY from the Depot buildings to 405 East
D Street until new permanent administrative offices are available. (Already
completed, as per prior PCDC''direction )
e PCDC' requires and coordinates the construction of a new team track, freight
storage facility and administrative office to replace the Petaluma Depot site.
(Required as part of the Central. Petaluma Specific Plan)
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Depot Building Square Footage
The Petaluma Depot consists of three buildings:
• Passenger Depot (2,540 square feet)
• Baggage Storage - Building (. 520 square feet)
• Freight Storage,,Depot (4,760 7square feet)
Total Square Footage: (7,820 square feet)
NWPRA Lease Negotiations & Chronology
Over the past year, NWPRA,. SMART, NCRA, NWPY and PCDC staffs have discussed a
wide variety railroad issues including the disposition of the Depot. NWPRA/SMART do
not wish to sell. any of the depot or adjacent property because they were purchased with
Federal funds that must be repaid at the time of any property sale. Therefore,
NWPRA/SMART prefers to enter into along =term lease thereby avoiding the Federal
repayment issue.
• On January 14, 2002 the City staff appeared before the NWPRA Board to ask
whether they would have interest in entering into a longterm lease of the Depot
buildings with the City of Petaluma. The presentation stressed the urgency of
stopping further deterioration to the historic structures. The Board reacted
favorably and directed the NWPRA staff to enter into negotiations, should the
Petaluma City Council desire to do so.
• On May 5, 2002 the PCDC authorized the staff to negotiate a Right of Entry
with the NWPRA with the option of leasing the site.
• On June 27, 2002 the PCDC approved a'budget containing $550,000 for a Depot
project. Over the summer, a Right of Entry . `Permit was negotiated with the
NWPRA and finally approved in early September, 2002. Subsequently, with the
passage of legislation to consolidate the NWPRA and SMART, the NWPRA
Board approved a request from SMART to defer the lease of depot facilities until
the new SMART II Board could consider the matter in January 2003.
• On March 17, 2003 the NWPRA Board finally approved a lease of the Petaluma
.Depot with the City subject to the concurrence of SMART.
• On April 16, 2003 the SMART Board of Directors voted unanimously to concur
with NWPRA on the Depot lease with the City. However, the NCRA insisted
that prior to providing a quitclaim to the `Depot site that a Memorandum of'
Understanding (MOU) clarifying the future "relocation of NCRA administrative
offices and team track be signed by all effected parties.
• On May 21, 2003 the NCRA Board approved a quitclaim to .the Depot site and
agreed to sign the Memorandum of Understanding. See Attachment 3.
• On 'June .13 2003 all signatures on the Memorandum of Understanding were
finalized, thereby clearing the way for the PCDC to enter into a long -term lease
with the NWPRA.
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NCRA Claim on Depot Facilities
During negotiations with the NWPRA staff, the PC,DC was advised that before the Depot
facilities could be leased, the NCRA would have to be relocated to other facilities. The
NCRA has he contractual use of the facilities and will not provide a quitclaim unless.
other suitable facilities are provided. In a related matter Basin Street Properties; has
agreed to relocate the NCRA field. office and. freight storage facility to the corner of D
Street and Lakeville Street. Basin Street Properties, has agreed to build the new facilities
in exchange for the railroad's approval of the Caulfield Extension, It is estimated that
this transaction could take up to five years to complete.
Depot Lease Obiectives
The objectives for the Depot lease include the following:
A. To preserve important historical buildings in the Central Business District
which provide the City°with its distinctive character;
B. To regain, public use ofthe buildings for important civic, social:and non- profit
uses;
C. To 'kick -off' the redevelopmert 'of the Depot area of the CPSP, thereby
signaling the City's `intention to transform the gateway to the CBD after
decades of blight; and
D. To create a pleasant: ambiance for future rail passengers and provide an
attractive linkage to the new bus transit center on Copeland Street.
Depot Condition ;Assessment Report
Architectural `Resources Group (ARG), a reputable firm specializing in'the conservation
of hisioric building, was1ired to provide; an assessment of the, condition of.the Petaluma
Depot buildings': Their, analysis provided - the basis for a bid package to repair the exterior
of the buildings. Bids have`been received for the project and construction is scheduled to .
begin this summer.
3. ALTERNATIVES
A. Authorize the Executive Director to Sign the Petaluma Railroad `Depot
Lease Agreement with the NWPRA: Under this option, the PCDC would
authorize, the Executive Director to sign; a lease, thereby securing the long-
term use of the Petaluma Depot.= Depot, could begin immediately.
B. Defer Consideration of Signing the Petaluma Railroad. Depot Lease
Agreement with the NVN'PRA: Under this option, the PCDC would d_ efer the
lease signing. The facilities would remain under the, control of the
NWPRA/NCRA/NWPY and continue to, deteriorate The City would relocate
the NWPY back into -the Depot facilities. The Depot site redevelopment
would be delayed, indefinitely.
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4. FINANCIAL IMPACTS
Depot Lease: The annual cost of the depot lease is $12,000. It is anticipated that this
expense will be offset by rental income. for the depot buildings, Assuming a $0.25 /square
foot per month "'income annual income is es't'imated at $21,900.
® $12,0.00 Annual Lease Rent Paid to NWPRA
® �$2( 1;900) Annual Rental. Income. from Depot Facilities
($ 9,900) Net Annual Income Allocated to Depot Maintenance Fund
Interim NCRA Relocation The annual cost of the NCRA interim relocation to 405
East D Street where the PCDC has relocated the NCRA/NWPY administrative office
and storage facilities is $20,000. This was required in order to obtain a quitclaim by the
NCRA of the Depot Facilities. It is anticipated that this expenditure will occur for each
of the next five years.
PCDC Budgets: The PCDC Budgets for FY 2002 -03 and FY 2003 -04 have $555,000
budgeted for Depot improvements and related expenses. On.June 24, 2003, the PCDC
received bids for improvements to the exterior of the three depot buildings as shown in
Phase I below.
Phase I — Exterior Improvements:. The low bidder for the exterior improvements was
Vila Construction with for exterior improvements in accordance with standards for
historic building restoration:
® Base Bid $327,000
Includes:
1. Dry Rot /Stucco Repair: removing all dry rot and repairing the stucco and
installing, metal flashings /caps.
2. Window /Door Repair: repairing all windows and doors.
3. Painting: entire exterior and sealing.
Phase II — Interior Repairs: The next phase of improvements is for the building
interiors. Architectural Resources Group (ARG) will perform an assessment of the
building interiors over the summer and develop a budget and work plan which will be
presented to the`PCDC in the fall for further funding consideration.
Phase III - ;Land'scape & Parking Improvements: A landscape plan for the site will
also be undertaken during the fall and a budget work plan will be presented to the PCDC
in the winter for further consideration.
5. CONCLUSION
After many years of use by freight haulers, the Petaluma Depot stands vacant. The
NWPRA/SMART/NCRA/NWPY and PCDC staffs have negotiated a long -term lease of
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the Depot for the PCDC. The PCDC has budgeted $55.0,000 for the project and.bids for
exterior improvements have been received.
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6. OUTCOMES OR PERFORMANCE MEASUREMENTS "THAT WILL IDENTIFY SUCCESS OR
COMPLETION,:
The Petaluma, Depot exterior rehab is completed'by November 2003; avoiding further
deteriorationto the valued historic buildings.
7. RECOMMENDATION
It is recommended that the PCDC adopt -:the attached: resolution authorizing the Executive
Director to enter into the attached Petaluma Railroad Depot Lease Agreement with the
NWPRA.
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Attachment I
A RESOLUTION OF THE PETALUMA COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE EXECUTIVE DIRECTOR TO
• ENTER INTO ALONG -TERM LEASE OF THE PETALUMA DEPOT
WITH THE NWPRA
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RESOLUTION # 2003
PETALUMA COMMUNITY DEVELOPMENT COMMISSION
A RESOLUTION OF THE' CITY OF PETALUMA COMMUNITY
DEVELOPMENT COMMISSION AUTHORIZING THE EXECUTIVE
DIRECTOR TO ENTER INTO A LONG -TERM LEASE OF THE
PETALUMA RAILROAD DEPOT WITH THE NWPRA
WHEREAS, over the past. fifty years, successive City Councils,, civic groups, public agencies
and private enterprises have expressed concern for the deterioration of the Petaluma Depot and
an interest in the historic restoration of the structures, and
WHEREAS, the North Coast Railroad Authority (NCRA) and the NWPY have had an uncertain
business relationship, leaving the Petaluma Depot buildings vacant; and
WHEREAS, the Northwestern Pacific Railroad Authority (NWPRA), Sonoma Marin Area Rail
Transit (SMART), and North Coast Railroad Authority (NCRA) Boards have expressed support
for entering into a long -term lease of the Petaluma Depot buildings with the Petaluma
Community Development Commission (PCDC); and
WHEREAS, the PCDC has appropriated funding for the Depot Project in the PCDC Budget;
and
WHEREAS, the NCRA Board has quitclaimed the Petaluma Railroad Depot facilities as per an
inter-agency Memorandum of Understanding (MOU) which provides for their relocation to other
suitable space, provided to NCRA at no cost; and
WHEREAS, consistent with California Redevelopment Law; the PCDC is desirous of
preserving the Petaluma Depot buildings as a historic resource and leasing the facilities for the
long term.
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NOW, THEREFORE, BE IT RESOLVED by the Petaluma Community Development
Commission authorizes the Executive Director to enter into the attached Petaluma . Railroad
Depot Lease Agreement with the - NWPRA.
Adopted this 14th day of July, 2003 by the following vote:
Commissioner Ave No Absent
Glass
.Canevaro
Harris
Healy
Moynihan
O'Brien
Torliatt
ATTEST': David Glass, Chairperson ,
Gayle Petersen, Recording Secretary
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Attachment iI
Petaluma Depot Lease Agreement with NWPRA
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LEASE SUMMARY
1. PREMISES certain real property located in the City of.Petaluma, .County of Sonoma,
State of Call fornia{ "Premises ") consisting of an approximately 71,874 SF
parcel of land, APN # 007 -131 -004 together with the improvements
thereon consisting of three buildings: the 2,540 SF Petaluma Passenger
Depot Building, the 520 SF Petaluma Baggage Shed and the 4,760 SF
Petaluma Freight Shed, as depicted on Exhibit A, that is attached to this
Lease and incorporated into it by this reference. Mi- lepost: 5 -38.5.
Address: 200 Lakeville Street, Petaluma, CA. (APN # 007 - 131 -004)
2. LESSOR: Northwesiern'Pacific Railroad Authority; "a public agency ( "NWPRA ")
3. LESSEE: The Community Development Commission of the City of Petaluma
4. EFFECTIVE DATE: July 1, 2003
5. RENT: S 12,006 /year
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6. TERM: 10 YEARS,' to early termination as provided herein
7. OPTION TO RENEW: Three Five -Year Terms
8. SECURITY DEPOSIT: None
9. TENANT IMPROVEMENTS: Lessee to construct alterations at its sole cost and expense,
visas necessary to• rehabilitate and .renovate the Premises for occupancy,
including seismic retrofit, in accordance with the Secretary of Interior's
Guidelines for Historic Buildings and applicable local building codes.
This Summary is provided for convenience only, and is qualified by the specific terms and
conditions of the Lease that shall control any conflict between this Surnmary'and the terms of the
Lease.
1031190.1
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COMNIERCIAL LEASE
THIS COMMERCIAL LEASE ( "Lease ") is entered into the first day'of July, 2003, 0
( "Effective Date "), by and between,the NORTHWESTERN PACIFIC RAILROAD
AUTHORITY, .a public joint powers authority ( "Lessor ") and the Community Development
Commission of the City of Petaluma ( "Lessee ") 11 English Street, Petaluma, CA 94952
Premises
Subject to the terms and conditions set forth herein Lessor hereby leases to Lessee, and
Lessee leases from Lessor, the real propert y and the improvements thereon located in the City of
Petaluma, County of Sonoma, State of California ( "Premises ") consisting of approximately
71 SF oNand at:milepost 5 -38.5, �APN #'0.07 - 131-004, together with. the improvements
thereon consisting of three buildings: the Petaluma. Passenger Depot — a 2,540 SF building,, the
Baggage Shed — a 520 SF building and the Freight Shed — a 4,760 SF building, as depicted on
Exhibit A, that is attached to this Lease and incorporated, into ,it by this reference.
2. Effective Date
This Lease shall take effect on July 1, 2003 ( "Effective Date "), and supersedes any prior
lease existing'between the parties or their - predecessors.
3. Term
This Lease shall be for a term of ten (10) years ( "Lease Term ") from the Effective Date;
unless sooner terminated, as provided herein. 'In the event Lessee does not complete. construction
of the Tenant Improvements within five (5) years from the Effective Date, unless this, five -year
term is extended by the mutual consent of the�parties, Lessor shall have "the right to terminate this
Lease on ninety (90) days prior written! to Lessee.
4. Use/Termination for Transit Activities
This section is intended to provide disclosure to. Lessee that all or a.portion of the
Premises may be needed for transportation related. purposes; ,and to limit. Lessee's claims .and
remedies against Lessor or any other governmental agency for early termination of this Lease or
the ''taking" of the property for transportation purposes. Lessee acknowledges ;that'it takes this
Lease with the express knowledge that Lessor may icopduct ' Transit Activities on, around, under
or over the Premises and subject to the rights specificall reserved.in Section :2;L, below. Transit
Activities shalfinclude, but are not limited to, any activities relating to the study, design,
development, construction, maintenance„ operation, mapping, testing, or surveying of
transportation systems or transit related projects, including, as an example platforms, passenger
loading areas, arcades, parking (collectively "Transit Activities"). In the =event Lessor determines
that it needs to obtain of all or a portion of the Premises, or needs to place restrictions
on Lessee's use - of the Premises, Lessor shall give Lessee THREE HUNDRED SIXTY FIVE
(365) days notice. prior to the date Lessee must vacate the Premises, a portion ;of the Premises or
restrict the Permitted Use ("Surrender Date "). If Lessor shall only require a portion of the
Premises, this Lease shall continue in full force except that Rent shall be reduced in proportion to
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1031190:'1 '
the area of such part of the Premises rendered unusable by Lessee for the conduct of its business
compared to'the total area of the Premises; provided, however, that if the entire Premises shall be
deemed unusable if the extent. and of the transit activities substantially impairs Lessee's
use of the balance of the Premises, this Lease shall terminate on the Surrender Date. If Lessor
requires the entire .Premises or its Transit Activities substantially impair Lessee's Permitted Use, .
Lessee shall peaceably surrender possession of the Premises on or before the Surrender Date, and
this Lease shall be deemed terminated except for those terms intended to survive termination.
If during the Term of this Lease or any extension thereof, the Premises are needed for such a
transportation project, Lessee acknowledges and agrees that Lessor may terminate this Lease as
provided above. In the event of such a termination by Lessor, 'or a condemnation of the Premises
by Lessor or any third party, essee's sole remedy from Lessor or any other governmental
agency for any such termination or condemnation shall be Lessor's (or the condemning agency's)
reimbursement to Lessee of the unamortized value of the Lessee's actual out of pocket costs in
completing the Tenant Improvements as of the date of termination, amortized on a straight line
basis over a twenty -five year period from the Effective Date. Towards thin end, within 60 days
of completion of the Tenant Improvements, Lessee shall provide Lessor with a statement of the
actual out of pocket costs of the' Tenant Improvements made to the Premises. Such actual out of
pocket costs shall serve as the basis for the calculation of any reimbursement due to Lessee upon
such termination or condemnation. Except as expressly provided for in this Section 4, Lessee,
for itself, and any subtenants, sublessees or other permittees knowingly waives any other
benefits, monetary or otherwise, under the California Relocation Assistance Law (Cal.
Goverrunent Code Section 7260 et , seq.) and the Federal Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970 (Title 42, United, States Code, Section 4601 et sec .) as
such laws may be amended. Lessee also agrees to indemnify and defend Lessor for any claims
filed pursuant to either statute set forth above by any tenants or sublessees of Lessee.
Lessee
Use
It is the intention of Lessor and Lessee /City in entering into this lease to halt the
deterioration and'blight of the Petaluma Station site buildings, to provide for the rehabilitation
and restoration of -the historic Petaluma Station buildings and to provide for clearing of the
Station site `parcel,of debris' and weeds and to landscape and be responsible for ongoing
maintenance of the buildings and grounds. The City agrees to assume all rehabilitation,
restoration and maintenance of the buildings and grounds of the Station. buildings parcel and
assume all liability for the buildings and associated grounds for the duration of the lease. Lessor
agrees to lease the buildings :and grounds to the City under the terms and conditions outlined in
the lease and to cooperate, as needed, to further the City's applications for state or federal
funding for restoration of the buildings The Premises shall be used by Lessee solely and
exclusively for offices, meeting rooms and associated activities of the City of Petaluma and non-
profit organizations such as the Petaluma Chamber of Commerce, Downtown Business
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1031190.1
Association, Petaluma Visitors Bureau. .( "Permitted Use"). Lessee shall not use the Premises for
any other use other than the Permitted". Use without Lessor's ,prior written consent,, which consent
may be; withheld by Lessor 'in its sole discretion. Lessee's is authorized. to "sublease Premises
only'to non profit, tax- exempt organizations such as the ' Chamber of Commerce,
Downtown Business Association and Visitors Bureau. Lessee acknowledges that.the buildings
are eligible for inclusion on the National, Register of Historic Places-. Lessee_ agrees that all
rehabilitation, restoration and tenant improvements undertaken on the Premises shall be.
' Historic Buildings applicable local building codes. Lessee further.agrees not to nomes f or gs
and a
conducted in accordance with the Secretary of the Interior's Guidelines
Pp mate. the Buildings for'
inclusion on the National Register without the consent and cooperation of Lessor.
6. Restrictions on Use
.Lessee shall notpermit anydamage, nuisance or waste on the Prem ses;.norpermit to be
placed.upon the Premises any gasoline diesel fuel, oil', other petroleum products; or any
losive mate
hazardous �or ex
p rial, waste or substance., In the event. hat Lessee engages: in any
construction work on the Premises within 25 feet ofthe.centerl'in'e of the tracks„ then.Lessee and
all employees and contractors of Lessee shall comply'with the restrictions stated in
Exhibit B - Working Procedures, that is attached to this Lease and incorporated herein by -this;
reference.
a. Regulatory Approvals Lessee; at Lessee's sole expense shall `arrange for
the filing of any map,required under any subdivision map act"and the preparation.of any
environmental study required, or other requirements imposed by any governmental body having
jurisdiction over the Premises or Permitted: Use. Lessor may terminate this Lease if any
governmental bod to impose any condition on approval of Lessee's.use ofthe Premises
that will affect the Premises after termination `of this Lease or that will affect any other property
of Lessor. Lessee must pay all costs and expenses associated with any conditions- imposed'on
approval by any such governmental body.
b. Compliance with Laws Lessee; at Lessee's expense, shall at all times
during the Terre comply with ;all applicable laws, regulations, rules and orders with resp to
Lessee's use and/or improvement of Premises, regardless of their effective date, including,
without limitation, those relating to construction, grading, signage, health, disability
accommodation (including'the Amencains with Disabi_lit'ies Act), safety, noise environmental
protection, waste disposal', and water and air quality; historic buildings codes and the;Secretary
of the Interior's Guidelines ;for Historic ;Buildings. Lessee shall :furnish satisfactory evidence of
such compliance upon request of Lessor. Failure to comply with historic building: codes in the
restoration,'renovation and construction of teriant improvements will be considered a default. and
cause for termination of this lease.
C. Prior .Rim This Lease is made subject to ,all licenses, Leases, easements,
restrict ons covenants, encumbrances, liens', and claims of title that may affect.
Premises in effect as ofthe Effective Date of the'Lease. The word "Lease" shall not be
construed as a- covenant against the existence of any of these.
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1031 190.1
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7: Condition of Premises
10 i.
a:; " AS IS' S Rental Lessor esso eases. the Premises to Lessee on an "AS IS basis
and Lessee acknowledges that Lessor has made no. representations of any kind..in connection
with soils, improvements, or physical conditions on the Premises, or bearing on Lessee's use of
the Premises, whether express or implied,
b. Inspections Lessee shall be solely responsible -for conducting any
inspections it may deem necessary or appropriate in determining whether to enter this Lease.
Lessee may examine and inspect all matters with respect -to taxes, operating expenses, insurance
costs, bonds, permissible uses,'historical uses, zoning, covenants, conditions and restrictions and
all other matters which. in Lessee's judgment might bear upon the value and suitability of the
Premises for Lessee's`purposps or Lessee's willingness to enter into this Lease. Lessee
acknowledges that Lessor has made :no representations and warranties regarding these matters,
whether express or implied, and that Lessee has relied on its own inspections and examinations
in entering into this Lease. Asiofthe Effective Date, Lessee shall,be deemed fully satisfied with
the results of all of the inspections and examinations contemplated' "In this Section 7 and Lessee
be deemed to have accept the Premises "AS IS" with all faults.,
Rent
a. Monthly Rent Commencing as of the Effective Date, Lessee shall pay to Lessor
shall be pa r the remis P remises of twelve thousand dollars ($12,000) per year ( "Rent "). Rent
mon thly advance to Lessor on the first day of each month, in lawful money of
the United States., at..the.address set forth. in Section 11 below , wrth out deduction, setoff, prior
notice or demand of any kind, If the Effective Date of this Lease isi `than the first day of the
calendar month, Rent shall be prorated for the fractional month and the Rent for said fractional
month, together with the Rent for the first full month shall be payable in advance upon execution
of this Lease. Lessee agrees that its subleasing rental arrangements shall be restricted to the
rental amounts reasonably to pay for its costs to Lease the Premises from Lessor and the
operating costs, common area,maintenance costs and building maintenance costs that are its
responsibility under the terms of'this Lease.
b. Use of Rent Rent proceeds shall be used to offset Lessee's costs of
rehabilitating, operating, repair maintaining the Premises. To the extent that Lessee's
receipts of.rents from ,any sublessees in any calendar year exceeds the sum of (l) one-twenty-
Lessee
Improvements over a, 2� y
p 2.5 -year o amortize Lessee's actual out of pocket costs for the Tenant
mp of the amount n , 2 r to a and (2') 's actual costs for operating and maintaining
the Premises during that calendar year, and (3) the rents paid to Lessor during that calendar year,
Lessees must pay 50% of that amount to Lessor.
C. Audit Lessee shall maintain full and adequate records to memorialize the actual
costs it incurs in the undertaking the Tenant Improvements as well as the funds it receives from
any sublessees. Less ee,shall' permitthe authorized representatives of Lessor to inspect and
examine Lessee's books, records, accounts, documents, reports, contracts and any and all data
relevant to this Lease (collectively "Records "), at any reasonable time, for the purpose of
auditing and verifying any statements, invoices, accounts or bills developed by Lessee pursuant
1031 190.1
to this Lease; and shall provide such assistance 'as may be reasonably required in. the course of
such inspection. Lessor, on behalf of it.and:its authorized representatives further reserves the
right to examine and re- examine sa Records dunng the three (3) year period following
termination or expiration of this Lease: Lessee shall in no event dispose of, destroy alter, or
mutilate.said Records in any manner whatsoever for. three (3) years after the expiration or
termination of this Lease.
9.. Security D'eposi't No security deposit shall be required under this Leaser
I.Q. Late iCharaes; lnterest
a. Late Charges If any installment of Rent or other sum due from Lessee is
not received by Lessor within ten (10) days of the date it is due, then Lessee shall payto Lessor a
late charge equal, to ten percent (10 %) of such overdue amount. The parties hereby'agree that`
such late charge.represents a -fair and reasonable estimate of the costs Lessor'will by reason
of late payment by Lessee which are impr;acti'cable to estimate: Acceptance by Lessor shall in no
event constitute a waiver o_ f Lessee's default or breach with respect to such overdue ,amount or
prevent Lessor from exercising any other rights -and remedies granted herein.
b. Taxes Lessee shall pay, before they become delinquent, all taxes; if
applicable, charges, and assessments which are levied upon or assessed against any improvement
or personal property placed.upon the Premises b.y.Lessee. Lessee shall pay b,efore�the' become .
delinquent, if applicable, any and all..property takes and /or;possessory interest waxes; assessments
and/or supplemental taxes which are levied or assessed: by any government entity on the
Premises or Lessee's possession and /or use thereof. Ina dition to the taxes and "assessments
specified above, Lessee shall pay.to Lessor, if applicable,, any privilege, sales, gross income or
other .tax (but not including.;federal or state income tax), imposed upon Rent by any
gov,ernrnent entity.,
11. Notices
All notices, payments, or other - communications,hy either party to. the: other under this;
Lease shalt be in writing and.shall be deemed 'to have: been given or made on the date of service.
if served °personally or.on,the second business day after mailing if mailed .to the party-to whom
notice is to be given by first class mail, registered or certified, postage prepaid and properly
addressed as follows':
To Lessor: Northwestern Pacific Railroad Authority
C/o Golden Gate Bridge, Highway and Transportation District
P.O. Box 9000, Presidio; Station
San, Francisco, CA 94129 -0601
Attention° Executive Director
To Lessee: City of:Petalurna,
1 LEnglish Street
Petaluma CA 94952
16
1031 190.,1
Attention: Executive Director,
Petaluma Community Development Commission
Either party may change its address by providing written notice to the other as provided
herein.
12. Tenant Improvements and other Alterations
a. Tenant Improvements. The parties intend.that Lessee will construct such
alterations to the Premises as necessary to rehabilitate and.renovate the Premises'for occupancy,
including seismic retrofit, irn accordance with the Secretary of Interior's Guidelines for Historic
Buildings and applicable local building codes, at Lessee
p 's sole, cost and expense. The initial
improvement work on the buildings will be directed to preserving the existing buildings. In
addition, in consultation with the commuter rail district, Lessee may also complete certain
additions, such as'restrooms and - information kiosks, which may be required for future commuter
rail service. The foregoing improvements are referred to in this Lease as "Tenant
Improvements." Any Tenant Improvements made by Lessee shall be at no cost to Lessor, except
as the parties may otherwise expressly agree in writing, and shall.•be completed in accordance
with the requirements of subsection 12.b below. The initial budget for expenditures by the City
for studies, improvements, and maintenance activities are included as, Exhibit B of this Lease.
City will prepare a detailed budget forthe remaining improvements, on a form substantially
similar to Exhibit C, and submivit to Lessor within one year of the Effective Date.
b. Other Alterations. Lessee shall not make or suffer to be made any other
rehabilitation, renovations, alterations, additions or improvements,(collectively "Alterations ") in,
on, or to the Premises without the prior written consent of'Lessor, which consent shall not be
unreasonably withheld or delayed. Lessor hereby consents to those Alterations generally
required to rehabilitate_and.renovate the Premises and those tenant improvements necessary to
sublease the Premises. All Alterations shall be made in accordance with the Secretary of
Interior's Guidelines for Historic Buildings and in compliance with all other applicable building
codes-Prior to commencement of -construction. of Alterations to which Lessor has consented,
Lessee shall deliver to Lessor, and obtain Lessor's approval of, a detailed construction plan for
the Alterations at least sixty(60) days prior to the intended date of'commencement of
construction, which approval shall not be unreasonably withheld or delayed. Prior to
commencement of construction Lessee shall also obtain and deliver to Lessor copies of all city,
county, and /or other regulatory permits required for construction of the Alterations. Lessee shall
p s
keep the Premises free and clear of all liens of an kind. Lessee sh g iv e Lessor at least ten
all
( 10 ) days' ' p nor written notice of commencement of of any work on Alterations, so that Lessor may
post appropriate notices ofnon- responsibility, and Lessee hereby grants permission to Lessor to
enter onto the Premises for that purpose. Lessee, shall require Lessor to be named as an
additional party on a required performance bond equal to 125% of the total estimated cost of any
proposed Alterations prior to commencement of work thereon by Lessee's contractor. All work
on Alterations shall be performed in a workerlike manner and shall comply with all applicable
4) governmental permits, laws, ordinances and regulations, including, but not limited to, any
procedures promulgated by Lessor. All work on Alterations shall be completed by contractors
17
1031190.1
licensed in the State of California who shall have in place prior• to commencement bf work the
p requited policies of insurancere uired of Lessee by Section 19'befow, as evidenced by certificate of •
.ins urance,delivered to and approved by Lessor.. Lessor shall have the right to enter onto the
Premises and to. inspect.constructiorn.of the Alterations during construction. All Alterations and
fixtures, whether temporary or-permanent in character, made in or upon or added to the: Premises
by Lessee shall be Lessor's property at °the end of the - Lease 'Term without, compensation to,
Lessee, subject to the provisions of Section 2 below.
1`3. Option to Renew
a. Subject to the terms and conditions set forth in this Section, Lessee hereby
is granted the,ri'ght and option ( "Renewal Option") to extend . the term of this Leasefor, three
additional five =year term(s) ( " Renewal Terms) ").. Lessee shall exercise the Renewal Option, if
at all, by giving . written notice to Lessor of Lessee's election to extend the Term no earlier than_
one hundred and eighty (1.80) days to the end of the Lease Term and no later than one
hundred and twenty (;120) days prior to the end of the Lease Term. Lessee shall be entitled to
exercise the Renewal Option only if.
(1) Lessee has complied with all terms and conditions' of'the Lease
prior to the date of exercise; and,
(2) Lessee is not at the time of exercise in default under`the Lease.
(3) Lessee has' completed renovation and rehahilitation of the
Premises, including tenant improvements, all in accordance with the Secretary, of Interior's .
Guidelines for Historic Buildings:
b. The Renewal Terrn(s); including rent, shall be on the same terms and
conditions of the Lease.
14. Utilities
Lesseeshall arrangeand pay.for all utilities, if any, including without limitation, water,
electric, gas, garbage, communications and sewer services to be used in connect_ ion with this-
Lease. Lessee is responsible for any and all utility connections to the Premises: In the event that
Lessor incurs any costs'n helping facilitate the provision of utilities to the Premises; Lessee shall
reimburse Lessor for any and all such costs.
15. Maintenance .and Repair
Lessee shall keep the Premises,- including any improvements .located thereon; in Safe
condition and in good order, condition and repair at all times during the Lease Term at.Lessee's
sole cost and expense. Lessee shall, at. Lessee's sole expense repair any area damaged by
Lessee Les see''s agents, employees and visitors. Lessee acknowledges that Lessor, is under no
duty'to'repa>r or make improvements to the. Prerises. If Lessee fails to perforrri'.Lessee's
obligations under this Section 16, Lessor may enter upon the Premises after thirty (3,'0) days prior
written notice to Lessee (except in the case of an emergency; in which case no notice shall be
1,031190.1
required) and perform such obligations on Lessee's behalf and expense as provided in Section
25(a) of this Lease. At the end of the Lease Term Lessee shall surrender the Premises to Lessor
with all renovation and additions made under the terms of this lease in good and tenantable
condition, ordinary wear and tear excepted.
16. Liens
Lessee shall not permit any mechanics' or materialmen's liens, stop orders or other liens
(collectively, "Liens ") to be filed,against the Premisesnoragainst Lessee's leasehold interest
therein by reason of labor or materials furnished to the Premises at Lessee's instance or request.
If any such liens are filed against the Premises, Lessee shall cause the same to be discharged of
record either by payment of the claim or by posting and recording.the bond contemplated by
California Civil Code Section 3143, within twenty (20) days after demand by Lessor. Lessee
shall indemnify, hold harmless, and defend Lessor from and against any such liens.
17. Indemnification
Lessee shall indemnify, ,defend and hold harmless'the Northwestern Pacific Railroad
Authority, the Golden Gate Bridge, Highway and Transportation District, the County of Marin,
the North Coast Railroad Authority, the Union Pacific Railroad Company, the successors and
assigns of any of them, any railroad company operating on the Premises, and their respective
directors, officers, employees, agents, contractors (including, but not limited to, any person that
may be operating Lessor's railroad tracks and services) and any other person acting on Lessor's
behalf (collectively, "Indemnitees ") from and against any and all liabilities, penalties, losses,
damages, costs, loss of rent, expenses, demands, causes ofaction, claims or judgments
(collectively, "Liabilities ") arising out of or in connection with (a) the use, maintenance,
occupation, alteration, ior improvement ofthe Premises by Lessee, (b) any act, omission or
neglect of Lessee, Lessee's officers, employees, agents, servants, sublessees, concessionaires,
contractors or visitors, and/or (c):,:any breach or default by Lessee of any of the terms, covenants
or conditions of this Lease; provided, however that with respect to any Liability under sub-
sections (a) and /or (b) above, Lessee shall not be obligated to indemnify any Indemnitee for any
Liability caused by the gross negligence or willful misconduct ofth'at Indemnitee. The, duty to
defend established herein shall include payment of all legal costs• and charges, including
reasonable attorney's fees, and shall remain in effect notwithstanding any claim of gross
willful misconduct; by Lessee against any Indemnitee: Lessee waives any and all
negligence or w
rights to any type of express or implied indemnity against Indemnitees. The provisions of this
Section shall survive th'e expiration or termination of this Lease.
18. Environmental Impairment
If during the term ofthis Lease, Lessee knows or has cause to believe that any Hazardous
Materials, as defined below, have come to be located in, on, under or aboutthe Premises, other
than as previously consented to by Lessor, Lessee shall immediately give Lessor written notice
thereof, together with a copy of any statement, report, notice, registration, applications, permit,
plan, lan license claim, action or proceeding given to, or received from, any governmental
authority or private party concerning said Hazardous Materials.
Z
1031 190.1
Should any discharge, leakage, spillage, or emission of any Hazardous Materials, as
defined below, or pollution of any type occur upon or from the Premises during the Term,
Lessee,. at Lessee's expense, shall clean all property affected thereby to the satisfaction of Lessor
(insofar as the property owned or controlled by Lessor is concerned) and any governmental body
having jurisdiction thereover.
Lessee shall indemnify, hold harmless, and defend each and all ofthe Indemnitees from
and against all i_ability, claims, costs and' expenses (including, without limitation, anyfines
penalties, judgments; litigation costs, attorneys' fees and consulting, engineering •and
construction costs) incurred by such Indemnitees or any of them as a result of Lessee "s breach of
this Section, or as a result of the presence, disposal, storage, generation or- release on the
Premises at zany time during the term of'this Lease of any "hazardous materials," "hazardous
substances," "hazardous wastes" or "toxic substances as those terms may be defined in any
federal, state or local legislation currently existing •or enacted. in the future (collectively"
"Hazardous "), regardless of whether such liability, cost or.expense arises during or
after the Lease Term, and regardless,of whether such liability, cost or expense is contributed to
or caused by the negligence, active or passive, of Lessor.
The provisions of this Section shall survive the expiration or termination of this Lease.
19. Insurance
a. Policies of Insurance Lessee ;shall' maintain in full force and effect during
the. term of this Lease and any extension : hereof, the following insurance:
(a) Workers' Compensation As required by Section, 1 of the
California Labor Code - (chapter 1000, S a`tutes of 196`5), or any subsequent amendments or
successor acts `thereto goveming the liability of employers to their employees, "the Lessee shall
secure Workers' Compensation coverage with an Employer's Liability limit .of S2,000,000."
Lessee shall insure the procurement and -maintenance of stich insurance by all contractors or
subcontractors engaged on the Premises. Thejpolicy shall contain a waiver of subrogation in
favor of the Northwestern Pacif c Railroad" Authority the Golden Gate Bridge, Highway:and
Transportation District, the County of Mann, the North Coast Railroad Authority, the Union
Pacific Railroad Company; the successors and"assigns ofanyof them, any railroad company
operating on� the Prerises,, and their respective directors, officers, employees, agents, contractors
(including, but not.limited to, any person that maybe operating Lessor's railroad tracks . and
services) and any other person acting on. Lessor's behalf,, as they now or as they may'hereafter be
constituted singly, jointly or severally.
(2) Commercial General Liability Lessee shall, at.its own cost and
expense, procure and maintain Commercial G °eneral, Liability or Garage Liability insurance
whichever is applicable. The policy hall include as additional insureds the Northwestern Pacific
Railroad Authority, the Golden Gate Bridge; Highway and Tr ansportati'on.D strict, the County of
Mann, the.North Coast Railroad Authority, the Union Pacific Railroad the successors
and assigns of any of them, any railroad company operating on the Premises, and their respective
directors,, officers, employees, agents, contractors •(including; but not limited to any person that -
maybe operatingLessor'"s railroad tracks and services) and any other person acting on Lessor's
1031190.1
behalf. The policyshall be primary and contain cross liability and severability of interest
clauses.
The policy shall have a combined single limit of Two Million Dollars ($2,0.00,000) for
bodily injury and property damage per occurrence. This insurance shall include but not be
limited to: Premises and operations; contractual liability covering the indemnity provisions
contained in this Lease; personal injury; explosion, collapse and, underground coverage;. products
and completed operations;and broad form property damage. The policy shall contain a waiver of
subrogation in favor of the.Northwestem Pacific Railroad Authority, the Golden Gate Bridge,
Highway and Transportation District, the County of Marin, the North Coast Railroad Authority,
the Union Pacific Railroad Company, the successors and assigns - of any of there, any railroad
company operating on the'Premises, and their respective directors officers, employees, agents,
contractors (including, but not limited to, any person that may be operating Lessor's railroad
tracks and services) and any other person acting on Lessor's behalf, as they now or as they may
hereafter be constituted singly jointly or severally.
If food or alcoholic beverages are to be served on the Premises, the policy shall include
coverage of any claims founded upon the use of food or food products and liquor law liability
with limits of not less than Two Million Dollars ($2,000,000).
(3) Personal Property Insurance Lessee shall obtain and maintain
insurance coverage on all of Le'ssee's personal property; trade fix-tures and Lessee owned
alterations and utility installation's. Such insurance shall be full replacement cost coverage with a
deducible of not to exceed $2,500 per occurrence. The proceeds from any such insurance shall
be used by Lessee for the replacement of personal property, trade fixtures and Lessee owned
alterations and utility installations'.
(4) Railroad Protective Liability Insurance Upon request from
Lessor, Lessee shall. obtain and maintain with respect to the operations it or any subcontractors
perform above the railroad tracks or within fifty (50) feet horizontally of the railroad tracks,
Railroad Protective Liability Insurance with the Insurance Seryices (ISO)/Railroad
Insurance Management Association (RIMA) form with pollution coverage for job site fuels and
lubricants. The Northwestern Pacific Railroad Authority, the Golden Gate Bridge,'Highway and
Transportation District, the County of Marin, the North Coast Railroad Authority, the Union
b y y
Pacific Railroad Compan the successors and. assi of.an, of theme an rail road company
o � on the Premises, and their respective directors, officers; employees, agents; contractors
(including; but not limited, to, any person that may be operating. Lessor's railroad tracks and
service s said ' )' and an y other person acting on Lessor's behalf shall be named as additional insureds on
p olic y , . The po`lic y ', shall have limits of liability of not less than Two Million Dollars
($2,000,00.0) per occurrence combined single limit; for losses arising out of to or death of
all persons, and, for physical. loss of or damage to or destruction of property, including the loss of
use' thereof; and a Five Million Dollars ($5,000,000) annual aggregate shall apply.
(5) Automobile Liability Insurance Lessee 'shall, at its own cost and
expense, procure and maintain Automobile Liability Insurance providing bodily injury and
• property damage with a combined single limit of at least Two Million Dollars ($2,000,000) per
occurrence for all owned, non- owned, and hired automobiles. The insurance shall provide
MI)SU N
contractual liability covering all motor vehicles and mobile equipment to the extent coverage
.may be excluded from general ;liability insurance. Such insurance shall include as additional
insureds the Northwestern Pacific Railroad Authority,, the Golden Gate Bridge, Highway and
Transportation "District, the County of 'Ma the North Coast Railroad Authority,, the Union.
Pacific Railroad Company, the successors and ,assigns of any'of them, any,railroad company
operating on the Premises, and. their respective directors officers, employees agents, contractors
(including, but not limited to, any person that may be operating Lessor "s railroad tracks: and
services) and any other: person acting on Lessor's behalf, as they now or as they mayhereafter:be
constituted singly, jointly or severally. This policy shall contain a waiver of subrogation in favor
.of the Northwestern Pacific Railroad Authority, the Golden Gate Bridge,Eighway.and
Transportation District, the County of Ma in, -the North Coast Railroad.Authority, the Union
Pacific Railroad Company,. the successors andassigns of any of them, any railroad company
operating on the "Premises, and their respective directors, officers, employees, .agents, contractors
(including, `but not limited to, any person that may be operating Lessor's railroad tracks and
services) and any other person acting on Lessor's "behalf, as they now or as theyrnay hereafter be
constituted singly, jointly or severally.
(6) Additional Policies of Insurance In addition to the requirements
described above, Lessee shall maintain any other insurance that may be required by law, statute
or governmental regulations.
b Evidence of Insurance Prior to'occupying the Premises, Lessee "shall file
a Certificate(s) of.Insurance with the Lessor evidencing the required coverage And
endorsement(s) and upon - request,.a certified duplicate original of any of those policies., Said
Certificate(s) shall stipulate:
(1) The insurance company(ies) issuing such policy(ies)' "shall give
written . notice to the Lessor of any material alteration, cancellation, non - renewal, or reduction . in
aggregate limits, if such limits apply, and provide at feast ahirty (30) days' notice of cancellation.
Lessee. shall, at least thirty (3.0) days prior to the expiration of such policies furnish Lessor
evidence of renewal or binders evidencing renewal, thereof.
(2) y
That the policy(ies) is. Primary Insurance ) with respectvo any policy
o f insurance "maintained b an insured and the insurance; com an 1es roViding such
the.t tal lirn>t ofaiabiIit without right of contribution from ny loss or claim up �.to and including
olic les" shallbe liable thereunder for the full amount of a
y, b any other insurance effected or
which-may be effected by the Indemnitees.
(3) The policy(ies).,'shall .also,stipulate: inclusion of the Indemnitees as
additional :insureds shall not in any way affect rights.of Ind'emnitees in respect,to any claim,
demand, suit or judgment made, brought or recovered against the Lessee.. Said policy shall'
protect Lessee'and'the Indemnitees in.the same manner as though a'separate policy had been
issued to each but °nothing
, n said poll ey.shall .operate to increase the insurance company's
liability set forth "in its policy y y the amount or amounts shown or to which the insurance
• be and
com an ) would have been liable if only one interest had been named as an insured.
1031 1,90.1
(4) The insurance policy(ies) shall be written by an insurance
company or companies acceptable to the Lessor. Such insurance company shall be authorized to
• transact business in the state, of California.
Licensee may self - insure any or all of the above - required coverages, upon proof of
adequately funded reserves, either through a shared pool of reserves or through its own reserves.
Upon request of Licensor, Licensee must provide Licensor with evidence of the existence of
sufficient reserves to fund the coverage levels required under this Agreement.
C. Failure to Maintain Insurance Failure toprocure or maintain insurance
required under this Section shall constitute a default of this Lease.
d. Third Party Beneficiaries All Indemnitees who are not expressly parties
to this Lease shall be considered third party beneficiaries under this Lease for purposes of
enforcing against Lessee any rights ,to indemnif cation insurance granted in this Lease, and
shall be entitled to seek attorney's fees and costs as provided in Section 31 below in any dispute
arising from the enforcement of said rights.
20. Noise Levels Near Railroad Tracks
Lessee hereby recognizes and acknowledges that railroad tracks may be located on or
adjacent to the Premises, and that the operation of trains, over the tracks does and shall produce
noise levels which may be considered objectionable by Lessee or employees, agents, sublessees,
or invitees of Lessee. Therefore, Lessee agrees that no legal action or complaint of any kind
whatsoever shall be instituted against Lessor on Lessee's behalf as a result of such noise levels
including any claims of nuisance or trespass. Lessee shall indemnify and save harmless Lessor
against any loss, damage, liability or expense either might incur as a result of such action being
taken by Lessee's employees, agents, sublessees or invitees.
21. Reservations
This Lease is made subject and subordinate to the prior and continuing right and
obligation of Lessor, its successors and assigns, to use the Premises in the performance of its
transportation operations, which may include, but are not limited to, any activities relating to the
study, design, development, construction, maintenance, operation, mapping, testing, or surveying
of transportation systems or transit - related projects. There is reserved unto Lessor, its successors
and >assi s ,the right to, . construct, reconstruct, maintain, operate and use existing facilities
and a urte the
pp rt n lu O ding, without limitation, existing transportation, communication, fiber
optic, railroad track and pipeline facilities and appurtenances in, upon, over, under, across and
along the Premises, and.,(b) construct, reconstruct, maintain, review and relocate such additional
facilities of ihei same character, provided that such additional facilities'do not unreasonably
interfere with. Lessee's occupancy of the Passenger Depot Building, the.Baggage Shed or the
Freight Shed, `
L '
1031190.1
22. Mineral Rights
Lessor also reserves for itself and those to whom it grants such right the title and
exclusive right to all of the minerals and mineral ores of every kind and character now known
exist or hereafter discovered upon, within or underlying the Premises, or that may be produced
therefrom, including; without limiting the generality of the foregoing, all petroleum, o 1, natural
gas and other hydrocarbon substances and products derived therefrom, together with the
exclusive and perpetual right thereto, without, however, the right to use or' penetrate the surface
of, or to enter upon the Premises within_ five hundred feet (500') of the surface thereof to
extricate or remove the same.
23. Default
a. Defaults The, .oecurrence of any of the following shall constitute a
material breach:and default ( "Default ") of this Lease by Lessee:
(1) Any failure by Lessee to pay when due any of the,Rent or other
charges payable by Lessee;
(2) A failure by Lessee:to observe or perform. any other provision of
this.Lease to be observed or performed by Lessee when such failure is.not coitected':within ten
(10), days afterwritten notice thereof from Lessor; or if such failure cannot be cured within this
ten (10) day period, as determined by Lessor in its. reasonable discretion, if such cure is not
commenced within thirty (30) days of Lessor's written notice and thereafter diligeritly pursued .to
completion;
(3) The abandonment or the vacation of the Premises by'Lessee for a.
period ofmore than fiften (15) consecutive, days;
(4) The happening of any of the following events: (a) the filing or
institution by Lessee of any proceeding under the Bankruptcy Act and any amendment there_ to,
or any other federal or state,act now or hereafter relating to the subject of bankruptcy,
insolvency, arrangement,;reorganization, or other form of debtor relief, (b) the institution or
filing of any involuntary proceeding against Lessee under any of the aforementioned laws unless
such proceeding is dismissed within thirty (30) days thereafter, (c) an adjudication of bankruptcy
or a finding orjudgment of`insolvency of Lessee, (d) an assignment for the benefit of creditors
b,y Lessee, (e) °the levy of a writ of execution,of the' business.of,Lessee or the -assets of Lessee
located on the Premises which is not discharged within ten (10) days after the date of said levy,.
or ('f) the appointment of a receiverto take possession of any property of Lessee.
(5)Failure to comply with. historic building. codes in the restoration
renovation and, construction of tenant.in provernents.
•
1031190.1
24. Remedies
In the event of a Default by Lessee, Lessor may, at any time thereafter:
a. Cure said Default by Lessee at Lessee's expense. Lessee shall, upon
demand, immediately reimburse Lessor for the cost of such. cure together with interest at the
Interest Rate from the date of the expenditure therefor by Lessor until such reimbursement is
received by Lessor.
b. Maintain Lessee's right to possession in which case this.Lease shall
continue in effect whether or not Lessee shall have vacated or abandoned the Premises, in which
event Lessor shall be entitled to enforce all of Lessor's rights and 'remedies under this Lease,
including the right to recover the Rent as it becomes due hereunder as provided in California
Civil Code Section 1951.4. Acts of maintenance or preservation, efforts to re -let the Premises, or
the appointment of a receiver upon the initiative of Lessor to protect Lessor's interest under this
Lease shall not constitute a termination of Lessee's right to possession. No act by Lessor other
than giving written notice to Lessee will terminate this Lease.
C. Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately surrender
possession of the Premiseslo Lessor. In;such event Lessor shall be entitled to recover from
Lessee the sum of all amounts set forth in California Civil Code Section 1951.2(a), including
without limitation, the worth at the time of award of the amount by which all unpaid rent for the
balance of the Term of this Lease after the time of award exceeds the amount of such rental loss
that Lessee proves could be reasonably avoided, and all other damages incurred by Lessor by
reason of Lessee's default including, without limitation, the cost of recovering possession of the
Premises, and expenses of re-1 etting such as renovation of the Premises and real estate
commissions and finder's fees actually paid for such re- letting. The "worth at the time of award"
shall be computed in the mannerprovided in California Civil Code,Section 1951.2(b) or its
successor statute. For the purpose of determining unpaid rent under this paragraph, the rent
reserved in this Lease shall be deemed to be the sum of all then unpaid monetary obligations
owed under this Lease.
d. Pursue any other remedy now or hereafter available 'to Lessor under the
laws of California.
Termination of ,this Lease under-'this Section or :for any reason whatsoever shall not
release either party from any liability or obligation arising from an event which may have
occurred before termination (including, but not limited to payment of all Rent due but unpaid as
of the date, of termination); or from actions that, under the expressed "terms of this Lease, must be
performed.
25. Surrender of the Premises; Holding Over
Le a., Except as provided for in Section 4 of this. Lease, upon termination of this
Lease
free o Le's' see shall leave the Premises in a neat and clean condition satisfactory to Lessor and
personal property of Lessee. All Tenant Improvements, repairs, alterations and /or
J
1031190.1
other improvements made by Lessee shall become the property of Lessor, provided that Lessor
may, by written notice given to Lessee on not Tess than ten (1 Oj days prior to the expiration of'the
Lease require Lessee to remove: any such. Tenant hnprovernents, and Alterations from the
Premises and to restore the Premises to their..original condition (normal wear and tear excepted)
prior to. termination of this' Lease. If Lessee fails to do so, Lessor may perform such removal and
restoration work in which case Lessee ,shall pay Lessor within thirty (3'0): days after demand
therefor (1) an amount equal to the rent. (as in effect immediately before tertnnati "on) for the
period during which such, removal is accomplished io compensate Lessor for the loss. of rent to
Lessor resulting ' from . , the unavailability of the Premises for leasing to another Lessee during such
time and (2) the cost of removal of such improvements. Lessor shall use reasonable diligence on
the removal of such Tenant'Irnprovements and Alterations.
b. If Lessee, without Lessor's. written consent, remains, in possession of all
or part of the Premises after termination or expiration of this Lease, such occupancy shall be
construed to be a tenancy'from month4b- month, subject "to the terms and conditions of this
Lease, fexceDt that the Base Rent shall automatically increase to 200% of the 'Base Rentrin effect
immediately pror'to such termination or expiration.
26. Condemnation
If all or part of;the Premises is acquired by eminent domain or by purchase in lieu
thereof, Lessee shall have no claim to'any compensation awarded for the taking of the Premises.
or any portion thereof, including Lessee's le ehold'interest therein or any bonus value of this
Lease, or to any compensation paid as severance damages or for loss of or damage to Lessee's
Alterations or = provements except as may be expressly provided in Section 4 of this Lease.. •
27. Assinnient and Subletting
Lessee shall not ass sublet or encumber or otherwise transfer its 'interest in this "Lease
without the prior written consent of Lessor, except as expressly provided in Section 5 of this
Lease. Lessor shall not.unreasonably withhold consent to any assignment, encumbrance or
sublessee or assi
transfer in the event the proposed ghee,( "Transferee ") meets the defini -b . ons of
permitted ublessee outlined in Section 5, of this Lease.
28. Damage
a. Scope of Damage Lessee shall notify. Lessor in writing "immediately upon
the occurrence of any damage, to the Premises which snakes the Premises untenantable (a
"Casualty'.'.''). Such damage;shall be dee , ed.partial if it can be repaired and the Premises made
tenantable within 18:0 days and doe& not occur during theTast year of the Term ( "Partial
Damage "). All damage other than Partial Damage shall be deemed to be total destruction ( "Total
Destruction ").
b. Total Destruction In the event of Total Destruction the Lease shall_
terminate as of the date.of the Casualty ( "Casualty Date ").
0
9(=
1031190.1
c. Partial Damage In the event of. Partial Damage, Lessor shall elect in a
Written notice to Lessee within sixty (6.0) days of the Casualty Date whether to restore the
Premises, at Lessor's .expense, to their condition prior to the Casualty Date. If Lessor elects to
restore the Premises, Lessor shall diligently pursue such restoration to completion at Lessor's
sole cost and expense, provided that Lessee shall be responsible for the restoration, at Lessee's
expense, of Lessee's fixtures, equipment and other improvements installed by Lessee. Upon such
an election, this Lease will - remain in effect. If Lessor elects not ,to restore the Premises, Lessee
shall elect within thirty (30) days of receipt of Lessor's election whether to restore the Premises
at Lessee's sole cost and expense. If.Lessee elects to restore the Premises, Lessee shall diligently
pursue such restoration to .completion in compliance with the provisions of Section 12 above.
Upon such an election, this Lease will remain in effect. If Lessee elects not to restore the
Premises, this Lease shall terminate as of the date of Lessee,'s election.
d. Lessed'si Costs If Lessor restores , the Premises, Lessee shall reimburse
Lessor for the deductible or self- insured retention under any of Lessor's insurance policies and,
if the Casualty was caused or contributed to by Lessee or Lessee',s invitees, the excess of the cost
to restore the Premises over the amount of the insurance proceeds from the Lessor's insurance.
Lessee shall have no right to any proceeds otherthan proceeds that Lessee obtains with
respect to Lessee's personal property and fixtures. If this Lease is hot terminated, the base Rent
shall abate in proportion to the Premises damaged until the Premises are restored.
30. Barricades
If requested by Lessor, Lessee shall install and maintain barricades, fences, and fence
gates of a size and form satisfactory to Lessor at such locations ;as may be designated by Lessor
at any time while this Lease is in effect, all at Lessee's 'expense and to Lessor's satisfaction.
29. Costs
No costs shall be required to be paid by Lessee for review:of the Lease application,
design and construction plans, preparation of the Lease, and anyinspection of construction,
including, but not limited'to, expenses incurred by Lessor.
30. Attorneys Fees
If either party,brings any action against the other to enforce any provision of this Lease or
collect any sum d'ue hereunder,' or if Lessor brings .an action for unlawful detainer of the
Premises, the prevailing party shall be entitled to recover its costs, 'including reasonable
attorne fees in addition t
y o any other remedies to which it may be entitled.
31.. Miscellaneous Provisions
a. Non- Waiver Lessor's failure to enforce or exercise its rights with respect
to any provision hereof shall not be construed as a waiver of such rights or of such provision.
Acceptance of Rent oranyother sum shall not be a waiver of any preceding breach by Lessee of
any provision hereof, regardless of Lessor's knowledge of such preceding breach at the time of
3,1
1031 190.1
acceptance of such Rent; _nor shall, acceptance be a waiver in any way of Lessor's right to
terminate this. Lease for any reason.
b. Time of Essence Time is of the essence of each provision of this Lease.
Any reference to "days" shall mean calendar days except as otherwise expressly provided in this
Lease.
C. Entire Agreement: and.Amendment This Lease sets forth the entire
agreement between the_parties with respect to the leasing of the Premises and supersedes all prior
and/or contemporaneous agreements, communications„ and, representations; oral or °written,
ex press. or implied since the parties intend that this ;be an integrated agreement: This Lease, shall
not ,be modified except by written agreement of the parties.
d. Successors and Asians Subject to the provisions of this Lease relating to
assignment,, mortgaging and subletting,'ihis Lease shall bind the heirs executors, administrators;
successors and assigns of any and all of the:parties hereto.
e, Authority Each.individual executing. this Lease on behalf of Lessee
represents and warrants that he or she i. s duly authorized to execute and deliver this ease on
behalf oa Lessee -and that this. Lease is binding upon .Lessee ,in accordance with its terms.
Lessor ,
a condition precedent to this Lease, may require corporate or partnership resolutions
as are reasonably necessary to establish the authority of Lessee to execute this .Lease..
f. Governing Law ;This Lease shall be governed by and construed in
accordance with the laws of the, State of:Califom'a as;applied to contracts that are made and
performed entirely in Califomia.
g Captions All captions and headings in this Lease are for the purposes of
reference and convenience and.shall not limit or. expand the provisions of this Lease.
h. Third Party. Beneficiaries The Indemnitees specified in Sectiori 17 who
are not expressly parties to this Lease shall be deemed third partybeneficaries under this :Lease
for purposes.of enforcing any rights to indemnification. and;insurance granted in Sections 1.7 18
and 19 of this Lease, and shall be erititled to seek attomeys fees, and costs as. provided in Section
31 above in any dispute arising from the enforcement of said rights.
i. Brokers No brokers fees are associated with this lease.- Lessor and Lessee
agree to indemnify defend and. hold -the other partyharmles" from and against any claims and
suits made by any broker; agent or other person claiming ,a commission brother form of
compensation against 'the other party by virtue of having dealt with Lessor or Lessee, as the case
may be, with regard to this Lease.
j. Count arts This Lease maybe entered into in counterparts, each of
which shall be deemed an. origi but both of which to ether shah be deemed a single
agreement.
•
aV,
1031190.1
,IN WITNESS WHEREOF, the parties hereto have executed, or have caused to be
executed, this Lease on the day and year first above written.
Lessor: Lessee:
NORTHWESTERN PACIFIC COMMUNITY.DEVELOPMENT
RAILROAD AUTHORITY COMMISSION OF THE CITY OF
PETALUMA
L-OR
Celia Kupersmith
Executive Director
By:_
Name:
APPROVED AS TO FORM:
Title: Executive Director
Attorney for the Authority Commission Attorney
•
All
1031190.1
•
11
EXHIBIT A
PREMISES
30
1031190.1
A parcel of lard slcua[e in the Ciry of ,,a, County of Sonoma, State of
CalifOrnia, described as follows:
sc, bed
Tne southweste 'lv 15 feet of land d. � as Pa 7 in deed dated May 14,
1908, from Ire McNear Ccr`pa,,y, cc. al, to Nor western Pacific Railroad Company,
recorded June 15, 1908, Deed Book 249, Page 14 Records of said County, lying
southeasterly of the land desc.ii'oed in deed dated May 3, 1972, uom Northwestern taciZc
Railroad Coc.pany to City of Petaluma, recorded October 17, 1972, Book 2703, Page 12,
Official Records of said County, described therein as follows:
"Be nning at the rnost Westerly corner CL - $ as shown. on
Ha. ��:an's Mao of East Petaluma, recorded in Book 3 of Maps at Pace
28, Sonoma County Records; thence along the Nor:I-,eas:erly line of
��i?si�ing :on
S: :t as shown on sai
.. d Nfao N. 35' 43' 39" L. '32.00 fe°
., t
LO tine most Northe.ly co: ^er of said Blcck 8; t enc-_ aloe; the Sou:.`�erly
iine of Hooper Street S 64° 09' E. 68.86 feet{ uZezce leaving said
Soutr erly lire Southwesterly on a curve to tree left tangent to the
preceding course with a radius of 30.00 feet and a central angle of 90°
0T 21 ", an arc distance of 47.19 feet; thence parallel to Washington
Street S 35' 43' 9" W. 273.96 feet; thence on a curve to the right
tangent to the preced course with a radius of 449.00 feet and a
central angle of 11° 48' 27 ", an arc distance of 92.53 feet to a point on
a curvature; thence on a cur-,/c to the left wlich a radius of 30.00
EXHIBI';' A
?]eC ( Or 2
feet and a central angle of 101° 41' 06 ", an arc distance of 53.24 feet
to the Northerly line of Copeland Street as shown on said 'Map; 'thence
along said Northerly line N. 54° 09' W. 58.59 feet to the point of
beginning."
11
•
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Exhibit B
Initial Improvement 'budget
Phase I: Exterior Improvements: On June 24' 2003, a bid was received from Vila
Construction for work to the exterior and roof of all three buildings. The work includes the
following:
• Dry Rot /Stucco Repair: removing all dry rot and repairing the. stucco and-installing metal
flashings /caps.
• Window/Door Repair: repairing all windows and doors.
• Painting: entire exterior and sealing.
• Roofing: Removing all" three building roofs, seismically stabilizing with plywood,
installing a new in cleaning the roof tiles and replacing them. Installing new
gutters and downspouts.
• Engineering /Architectural Design $ 50';000
• Site Clearing /NCRA Relocation $ 20,000
• City Fees /Permits $ :' 5 000
• Base Construction $326,600
• Construction Contingency - 10% $ 32;600
• Project Management & Inspection $ 20,000
• General City -Wide C'IP Overhead $ 14,000
Subtotal Phase I ,Exterior Improvements $468,200*
*This estimate should be increased by approximately 5 % for each year
construction is delayed beyond 2003.
Phase II — Interior Improvements: The next phase of improvements is for the building
interiors. Architectural .Resources Group (ARG) will perform an assessment of the building
interiors and develop a detailed budget and work plan. The preliminary budget estimate is as
follows:
Estimated Phase II Budget
• Engineering /Architectural Design $ 50,0.00
• Base Construction Estimate $400,000
• Construction Contingency - 20% $ 80,000
• Project'Management & Inspection $ 40,000
• General City -Wide CIP Overhead S 30,000
Subtotal Phase II: Interior Improvements $600,000*
0 *This estimate should be increased by approximately 5% for each year
construction is delayed beyond 2003.
D31'
Phase III Landscape & Parking Improvements: A landscape plan for the site will also
be undertaken and a budget work plan will be presented to the PCDC in the winter for
further consideration. The preliminary budget estimate is as follows:
Estimated Phase III Budget
• Engineering /Landscape Design $ 80,000
• Base Construction Estimate $500,000
• Construction Contingency - .20 %0 $100,000
• Project Management & Inspection $ 40,000
• General City -Wide CIP Overhead $ 35,000
Subtotal Phase III: Landscape Improvements $755,000*
*This estimate should be increased by approximately 5% for each year
construction is delayed beyond 2003.
Summary CIP'Budget "for All Phases:
Subtotal Phase I: Improvements $468,20.0.
Subtotal Phase II: Interior Improvements' $600
Subtotal Phase III: Lands cape'Tmprovements $755,000
Total Estimated Construction Budget = All Phases: $1,823,200
Additional Expenses Associated with Proiect:
Lease of 405 D Street for Interim NCRA_/N_ WPY
Relocation:
$20,'900/year x 5 years (estimated) _ $100,000 $100,000
Grand Total Estimated Project Expenses:: $1,923,200
•
•
•
3 f�.
Attachment III
MOU REGALING THE RELOCATION OF THE NCRA
ADMINISTRATIVE OFFICE AND TEAM TRACK
3Cv
J U' ?'J ? S 2003
May 30, 200
hIEhIOR -AI D:UM OF UND'ERSTANDING
Between the Petaluma Community Development Commission (City),
Petaluma- R.iverfront, LLC
North Coast Railroad Authority(NCRA),
NCRA'°s Operator (Northwestern Pacific Railway Company, LLC (NWPY)),
Northwestern Pacific Railroad Authority (NWPRA)
Regarding the Petaluma Depot Site Buildings and Freight Facilities
This memorandum of understandi,ncr identifies the actions and agreements required by
and agreed to by the parties associated with the relocation of freight facilities from the
Petaluma Depot site and lease of the three buildings on'the Petaluma Depot site to the
Petaluma Community Development Commission (City).. The quitclaim cited in this
document applies only to the properties named in this document.
The following outlines the actions agreed to by each party.
Petaluma Community Development Commission (City) abre'es to:
1) For the interim relocation of the North Coast Railroad Authority (NCRA) freight
facilities and the freight operator, Northwestern Pacific Railways, LLC (NWPY), from
the Petaluma Station site buildings, the City will lease; at the City',s expense, temporary
office and freight storage facilities for NCRA/ NWPY until permanent facilities are
.completed by Basin Street Properties. The interim facilities will include:
a) A 850 SF vanilla shell office facility at 405' East D Street (the old Western
Refrigerating Co. building). Lease will commence on May 1, 2003 and continue for three
years with two one -year renewal options; provided, ,however, if the permanent freight
facilities are not ready for occupancy by June 30, 2008, then the City shall continue the
Lease until acceptable permanent facilities are ready for occupancy. (Monthly utility
costs are not included..)
L.) City will prov'id'e a cargo container in the parking
storage. of of 405 East, D Street for
c
the'lot barkehind ing assoc
iated the lo with the leased premises will provide for parking six vehicles in
cknggate at 405 East D Street.
d) Relocate the small portable building. currently located in the parking lot of 405 East
D Street to the Petaluma Station site next to the locomotives. This building will be used
for storage of oilsand other petroleum products.
Completion Date: June 30, 2003
2) Require and coordinate the construction of a new team track, freight administrative
facilities and storage facilities to replace the existing approximately 8;000 square feet at
the Petaluma Station site to the site owned by Basin 'Street Properties at the southwest
Revised: 6/4/3003
Ex h I attached hereto l Streets, in substantial conformance to the layout shown on
Completion Date: June 30, 2008'
Petaluma Riverfront; LLC agrees to:
Upon receiving PUC approval for a new railroad crossing at the new Caulf eld :Lane
extension and eliminating the Hopper Street crossing, ' and upon -Petaluma Riverfront,
LLC obtaining all necessary governmental project approvals for the rail freight yard
facility and- a mixed -use development project consistent with the Central Petaluma
Specific Plan, Petaluma Riverfront, LLC will'-:
1) Relocate the .industrial lead track. from the Petaluma Depot site.
2) Install team ;tracks, construct freight administrative facilities and storage facilities on
the site owned by Petaluma Riverfront, LLC, at the southwest corner of D' and.Lakeville•
Streets to replace the existing approximately 8,000 square feet of covered space at the
Petaluma Station site. The relocation and ;construction will be completed within five
years of the signing of this agreement. The relocated freight yard and associated office
and storage facilities will include the following, insubstantial conformance to 'the layouf
as shown on Exhibit I, attached hereto:
a) A 3 „000 square foot administrative building andbreak room, complete and ready
foro.cc:upanc:y.
b Two Aesthetically. attractive metal sheds approve3 by SPARC, each of
fie rro imatY el 1 800 s uare feet '30' x 60' , q ( ),'used to cover railroad- matenal's and/or
c) An inspection bay for'locomotive: maintenance, located under one of ahe team
tracks.
d) Attractive fencing and landscaping around the perimeter ofthe site, approved by
SPARC.
3) Upon completion, transfer title of the new freight facilities on the southwest corner of
D and Lakeville Streets to ; NWPRA or its successor, STMART.
Completion Date: June 30, 2008
NCRA's Operator, the Northwestern Pacific Railways Company, LLC (NW'PY)
agrees to:
1) Subject to. NCRA'`s Operator (NIVPY) ,approval of the plan layout for the permanent
relocation facilities, accept the interim: relocation from the' Petaluma Station, site buildings
of NCRA's Operator (NWPY) freight offices and stor,a'ge facilities to 405 D Street as i9
described above and permanent relocation to the site at the southwest comer of D and
Rev.iscd: 6/4/2003
D
Lakeville Streets as outlined above until permanent facilities are completed and available.
(City agrees to pay the cost of monthly lease at interim office location, excluding utilities,
" '`• until relocation is completed.)
2) Quitclaim its rights under its Freight Operating Agreement with NCRA to the
buildings on the Petaluma Station site in order to provide clear authority for NCRA to
quit claim its rights under its Freight Easement with NWPRA and subsequently allowing
NWPRA to enter into, a lease of ' the buildings with the Petaluma Community
Development Commission, unencumbered by its interests...
3) Authorize the City to remove debris, from the site, provided that new railroad ties and
other salvageable materials used for railroad freight operations and maintenance remain
in neat piles on the adjacent NWPRA -owned parcel.
Completion Dater June 15, „2003
North Coast Railroad Authority (NCR) agrees to:
1) Subject to NCRA's approval of the plan layout for the permanent relocation facilities,
accept the interim and permanent relocation of NCR:A/NW,PY freight administrative
office and storage facilities from the Petaluma Depot site buildings to 405 East D Street
(the old Western Refrigerating Co.) and the Basin Street,facil`ity as described above.
0 . 2) Quitclaim its rights to the Petaluma Station site buildings under its Freight Easement
Agreement with NWPRA, in order to allow the NWPRA to enter into a lease with the
Petaluma Community Development Commission, unencumbered by its interests.
3) Authorize the City to remove debris from the site, ,provided that new railroad ties and
other materials used for railroad freight operations and maintenance remain in neat piles
on the adjacent NWPRA -owned parcel.
Completion Date: June 15, 2003
Northwestern Pacific Railroad Authority (NWPR --k; agrees to:
1) Subject to the quitclaims of MVPY and NCRA and the concurrence of SMART, lease
the three buildings of the Petaluma Station site to the Petaluma Community Development
Commission.
2) Take title to the new relocated freight facility, if title transfers while NWPRA retains
ownership of the Petaluma Depot site and associated railroad right -of -way of the
NWPRA.
Completion Date: June 15, 2003
El
Revised: 6 %412003
- 1
This MOU is intended only to set forth the actions required of the parties to accomplish
the projects outlined herein. It is not the intention of the parties, and this MOU - shall not
be construed, to .commit to any undertaking for which environmental! reviews,. public
hearings; regulatory actions or legislative actions are required and notice thereof given to
the public and interested parties. All such actions, clearances, studies, and deliberations
required by law shall be :undertaken by the Parties at the appropriate time and with -the
necessary.legal notice afforded to the public and, interested parties. '
The parties ,agree to the actions and responsibilities outlined above and by signing below
agree to complete the actions and responsibilities as outlined. The parties further agree
that the letter MOU may be signed in counterparts.
c l �A 44k% Date:
Michael ;Bierman
Executive; Director
Petaluma Cornrnunity- Development Commission
Date: `P V
Nutt White, President
Petaluma Riverfront, LLC
Date: '1 3
4 CEO
Railways Company; LLC
Li Date: S
4Nort risty, Executive Di ec or
st. Railroad Autho
Ce da Kupersniith Eiecutij a Director
Northwestern Pacific Railro,4 l Authors
Revised: 6/2/2003
i
Date: U, G 3 o 3
0
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LAKEVILLE
EXHIBlT T Brian Kanaas Faulk
TAL-;VA r e g L E a C I L.L t.!,e S
E.,m ... . .
CALIF E) . ..
Quitclaim Deeds for NCRA & NWPY
Attachment IV
'Lia
Ktt- UKLANU REQUESTED BY
Hanson,;Bridgett_ Ytarcus,'vlahos & Rudv. LLP
AND WHEN RECORDED.MAiL TO
Same Hanson, Bridget, Marcus, Vlahos & Rudy, LLP
Name
trees David J. Miller. Esq.
Address 333 Market Street Suite 3300
Citv & San Francisco. CA 94105
•" State ,
6 J
MAIL TAX STATEMENTS TO
r
Name Northwestern Pacific Railroad Authority
Street Box 9000, Presidio Station
Address San Francisco. CA 94129 -0601
City &
State L
1.1
111tClallIl dee SPA CE ABOVE THIS LINE FOR RECORDER'S USE
— uw vrantor(s) declare(s):
Documentary transfer tax is S
( ] Computed on full value of property conveyed.
[ ] Computed on full value less value of liens and encumbrances remaining at time of sale.
j Unincorporated area: [ X ] City of Petaluma
[X ] Realty not sold.
FOR A VALUABLE CONSIDERATION, receiprof which is hereby acknowledged,
GRANTOR(S): North Coast Railroad Authority, a public agency
hereby GRANT(S) to: Northwestern Pacific Railroad Authority, a public agency
the real property in the County of Sonoma State of California, described on Exhibit .4 attached hereto and made a part hereof.
APN: 007 - 131 -004
Dated: Atp
State of California
County of JrL J
On t appeared ' a A �p �na ly known e, h Notary Public,
personally a f�uthe
e to' b
ethe person(s) whose name(s) is/aPe
subscribed to the within instrument' and acknowledged that he.(94&4lj w
executed the same in hiso� authorized capaciry(i* and that by
h ' s) on the instrument the person(s), or the entity
upon behalf of which the persons) acted, executed the instrument.
WITNESS my and official seal.
S ignature
N
(typed a printed)
C)- agj/rma,n of — t - h
NORTH COAST RA
UTHORITY
yl
(This area jot official. nolarial seal)
4
— ?
•
A parcel of hand in the Giry o'f PC. lumna, Courcy, of Sonorrna, State ::of
California, described as fo;llows:' -
Tl,_ sou:hwes:erly 31-5 feet of land described as Parcel 7 in deed dated May, T4,
1908, L, OM 71. Md.Nea: Corccz.- y, et a.1 to jNor-1,jwcstc,,i. Paciuc RaiYroad' Company,
recorded June 15, 1908, Decd Book 249', Page 145, Records` ,of szd Count', ly I n'
southeasterly cf the land desc: bed in deed dated May 3, 1972, a No`rthwesternPacific
Railroad' Cornpany to Ci,ry cf Petaluma, recorded October 17, 1972, Book 2703, Page! I)
Official R, cords of said County, described therein as follows:
" Beginning a: the most Westerly cortre: of Block 8 as shown on
'Ha. an's Man of East Petalum'a ,recorded in Book 3 of Maps at Page
23, Sonoma Counry Records thence along the Northeasterly dine :of
Was��ing :or S. as sl�cwn on said tifao IN, 35' 43' 1 9'E. -4 ,1 0 feet
to the .most NOr their COMC Of sLd Blocs 8; Thence along S
line. of Hoo Street Sa° 0;9' c, 68:85 feet; thence leaving said
Sourl:crly line 'Southwesterly on a curve to the heft tangent to the
preceding course with a radius of 30.00 feet and a central ankle of 90°
07' 21" an arc distance of 47.19 feet; thence parallel to Washington
Stre,°t S 35 43' -39" W. 2 .feet; thence on a curve to the rig :�;t
tan�ent to . he preceding course with a. radius of 449.00 fett and a
cz, -it-al angle of 11 4 8' 27 " ", an arc distance of 92.53 fey to a point on
a - :vcrsc curvaturc;, choice on a curve to the left with a radius of 30.00
DCJ024 ?41sca
by
EXHIBIT A
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feet and a, central angle of 101 41' 06 ', an arc distance of 53.24 feet
to the Northerly line of Copeland StTee't as shown on said Map; thence
along said Northerly line N. 54 09' W. 58.59 feet to the point of
beginning."
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.A-N'D WHEN RECORDED MAIL TO:
1.
Christopher J. Neary
Attorney at Law
110 South Main Street; Suite C
Willits, CA 95490
A.N'D MAIL TAX STATEMENTS TO:
North Coast Railroad. Authority
419 Talmage Road, Suite M
Ukiah, CA 95482
APN NO. 007 - 131 -004
Q.TITCLAIM DEED
THE UNDERSIGNED GRANTOR(s) DECLARE(s)
DOCUMENTARY TRANSFER °TAX':is $ CITY TAX S
[ ] Computed on full value of property conveyed,
[ } Computed on full value less value of liens and encumbrances remaining at time of sale,
[ j Unincorporated area: ( X ] City of Petaluma,
[ X ] Realty not sold
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Grantor, Northwestern Pacific
Railway Co., LLC, a Colorado limited liability company qualified to do business in the State of California, hereby
remise, release and forever quitclaim to the North Coast Railroad Authority, a public agency, the real property
described i hibit A attached hereto and made a part her the County of Sonoma, State of California
Dated l 0 2 �. 3 B C
Y
Ch'e. Executive Off
STATE O CALIFORNIA NO WESTERN PACIFIC RAILWAY CO., LLC
COUNTY OF
SS
On day of L.-Jr-le- 2003 before me, the undersigned Notary Public personally appeared
personally known to me (or proved to me on the basis of
s'atisfactory'evd.ence) to be the person(s) whose name(s) is /are subscribed to the within instrument, and
acknowledged to me that he/s hehhey executed the same in his /her /their authorized capacity(ies), and that by
his/her/their signaWre(s), on the instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my a land 1cia,1 speal.
C- iR,!Si C ?HER' J. NEARY
U COMM # 13°5492
M
h0iA2`! ?yqp CA'i'�C?hIP
Signature Frioeo clr CcuhrY 0
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1901 Bccy' 241, F Egc 4S Rc
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0A feet grid a c�r:r~a; Z-igle of 101° 41, �5- a>z yc cist3nc-' of 53.24 fe; t
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W- the Nor ;ir!e Of Cope'and Suer; as ShGwl er: said map;
Along said Nort}:e,i; 54" Qg- '.v 5� �q fee: to the point of
beginning."
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