HomeMy WebLinkAboutAgenda Bill 5.B 03/21/2011 0 4 0 0(4C 7
I8ss
DATE: March 21, 2011
TO: Honorable Mayor and Members of the City Council, Petaluma Community
Development Commission Board through City Manager/Conunission Executive
Director
FROM: Eric W. Danly, City Attoniey/Commission General Counsel
SUBJECT: Discussion and.Possible,Adoption of a Joint Resolution of the Petaluma
Community Development Commission/Petaluma City.Council Authorizing a
Cooperative Agreement with the Sonoma County Transportation Agency to
Commit Funding for-the Rainier Avenue Cross-Town Connector/Interchange
Project and Authorizing/Directing Executive Direcfor/City'Manager to Negotiate
and Execute a Cooperative Agreement With the Sonoma County Transportation
Agency.,
RECOMMENDATION
• It is recommended that:
The City Council/Community Development Commission_Board adopt the attached joint
. resolution authorizing the City'Manager/Community Development Commission Executive
Director to negotiate and execute'on.behalf of the City and the Petaluma Community
Development Commission,("PCDC") a cooperative agreement with the Sonoma County
Transportation Agency ("SCTA"),for the Rainier Avenue Cross-Town Connector/Interchange
Project ("Rainier Project")which is consistent with the,City,ofPetaluma'sprior cooperative
funding agreement for the•Old'Redwood Interchange Project and which commits up to S7
million of funding for the Raini'er`Project.
BACKGROUND.AND DISCUSSION
Governor Brown released his-budget proposal for Fiscal Year 2011-12 on January 10, 2011. The
Governor's draft budget includes a recommendation to disband redevelopment agencies as of
July 1, 2011, to use tax increment to fund State obligations, and totredishihute tax increment
revenues to other taxing entities, including the City. Legislative efforts are underway to
immediately prohibit redevelopment agencies from entering into new obligations upon adoption
of the urgency legislation.
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Ageirda;Revie■-!i -±
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City Attorney Finance Director City Manage ,
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Redevelopment agencies throughout the State (including the PCDC)have taken rapid action to
encumber funds, enter into cooperative agreements, approve bond issuances, or otherwise
protect their assets fromthe-actions under consideration by the Legislature.
On January 31, 2011,- the Petaluma City Council and PCDC adopted resolutions.making findings
required.by the California Health and Safety Code, authorizing expenditure of tax'increment
funds for specified public improvements and'rede'elopment activities,and•author`izing execution
of a cooperative agreement between the PCDC and_the City covering specified"improvements
and programs, including the East Washington/Highway 101 Interchange, Old Redwood Highway
hnterchange and Rainier Project.
On March 7,the City Council, the PCDC Board and the Petaluma Public Finance Authority
Board,authorized proceeding with a private placement of debt intended to generate debt proceeds
of up to.$;15 million to fund,improvement costs for Old Redwood Highway Interchange and
Rainier Project. The objective of the financing was to secure funding for critical ongoing
projects and activities of the-PCDC and to avoid disruption of the City's planned capital
improvements and programs as a result of State action..
The tends of the proposed private placementrequiredamendment of a tax increment "pass-
,
through" agreement between the City, the PCDC, the County of Sonoma and.the.Sonoma County
Library Commission, as well as consent by Sonoma County to subordination of its pass through
entitlement under the agreement. Thanks;to considerable effort by SupervisorRabbitt;.hisstaff,
other County staff/and by Mayor Glass and.Sandra Cooper, Library Director, and her staff as
well as the support and approval of Board ofSupervisors and the Library Commission, approval
of the agreement amendment and County subordination of existing pass through obligations was
formalizedon March 15. The private placement financing closed at 1:00 p.m. on.Thursday,
March 17 and funded at 9:00 a.m. on Friday, March l g. Thus the PCDC financing was
successful,;thanks,to the assistance of the County and Library Commission, in issuing critical
financing for projects related to the Highway 101 widening.
However, the State legislature is still considering adoption of legislation that will.eliminate
redevelopment agencies in,California by Lily 1, 2011,. piohibit new debt and other obligationsof
redevelopment agencies effective with the adoption of the new legislation, and redirect tax
increment formerly allocated to redevelopment agencies. The legislation presently under
consideration purportedly would not recognize as binding agreements between redevelopment
agencies,and the cities and counties that created them, and,Would requne that additional.cnteria
be met for redevelopment agency commitments to be treated as binding afterthenew legislation
takes effect: ;Accordingly, it isdesirablethat the Council and PCDC Board authorize a
cooperative agreement with;SCTA which would commit up to $7 million of the pro,ceeds:of the
private placement for costs necessary for the City's,share.of Highway 101 widening costs related
to Rainier irnproveinents..The:balance of the pnvate placement proceeds of$3 million is already
obligated via cooperative agreements with the SCTA and,Caltrans for the Old Redwood
Highway interchange project. Detailed funding and project provisions for the Rainier Project
have not yet been finalized with SCTA. This action is therefore to request that the"City Council
and PCDC Board authorize the City Manager/PCDC Executive Director to negotiate and execute
a cooperative funding agreement for Rainier with SCTA in a fonn,substantiallysimilar to that
• used.for the City-SCTA Cooperative Funding Agreement for the Old Redwood Highway
interchange improvements and which allocates•up to $7 million of the'private placement funding
to appropriate components of the Rainier. Project.:
On January 4, 2010 the City Council and PCDC Board adopted resolutions approving proceeding
with a Project StudyReport for the Rainier Avenue Cross Town Connector Undercrossing,
proceeding with environmental documentation preparation and consenting to expenditure of
nearly S1.5 million in tax increment for the project, and making required finding's under •
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California Health and Safety Code section 33445_
On January 31, 2011, the City Council and PCDC Board adopted resolutions authorizing
execution of a cooperative agreement between the:City and the PCDC committing tax increment
funds to specified projects including commitment of an additional.$7imillion to the Rainier
Project. The January 31, 2011 actions also including making'required findings under California
Health and Safety Code section 33445 for the Rainier Project. Those findings are contained in
City Couneil Resolution No. 2011-016 and PCDCResolution No. 2011-02. The January 31
action and the City-PCDC Cooperative Agreement showed expenditures anticipated for Rainier
as $1,472,000 in 2010-2011 and.another $7,000,000 in 2013-2014.
The joint City/PCDC/Public Financing Authorityaction to approve the private placement
financing action on March 7, 2017 relied on the California Environmental Quality Act (CEQA)
review for the previous cooperative funding agreements between the City and the PCDC and
• made the following CEQA.fii ding:
The funding provided by the proposed•deb •issuance is related to projects which were the subject
of the cooperative funding agreement approved by the:City and the PCDC on January 31, 2011,
by City Resolution No. 2011- 016 N.C.S. and PCDC Resolution No. 2011-02, respectively,
which contained detailed CEQA findings for the projects being:funded.
Notices of Determination pursuant to CEQA for the cooperative agreement, which included the
Rainier Projectproposed to be funded by this action, were filed by the City and PCDC on or
about February 7, 2011. This:actibn commits funding'as envisioned in the previous actions
regarding the City-PCDC cooperative agreements and 2011 Issuance, and no further CEQA
review is required.
ATTACHMENTS
1, Proposed resolution
2. Cooperative agreement between the City and SCTA for Old Redwood Highway (Exhibit
A to Resolution)
16134071614667.1
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"1
JOINT RESOLUTION NO.
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CITY OF PETALUMA
PETALUMA COMMUNITY DEVELOPMENT COMMISSION'
A JOINT RESOLUTION OF THE CITY COUNCIL'OF THE CITY°OF
PETALUMA;ANDTHEWETALUMA COMMUNITY.DEVELOPMENT COMMISSION
AUTHORIZING NEGOTIATION•AND EXECUTION OF A COOP_ERAT.IVE
AGREEMENT WITH THE'SONOMA COUNTY TRANSPORTATION AGENCY
COMMITTINGFUNDING FOR THERAINIER AVENUE-CROSS-TOWN
CONNECTOR/INTERCHANGE PROJECT AND AUTHORIZING/DIRECTIN.G,THE
CITY MANAGER(COMMISSION EXECUTIVE DIRECTOR TO'NEGOTIATE AND
EXECUTE A COOPERATIVE AGREEMENTWITH THE SONOMA COUNTY
TRANSPORTATION AGENCY
WHEREAS, the'Cityof Petaluma;("City") is a California municipal'cotporation and'.charter
city;and
WHEREAS, the Petaluma Community Development Commission ("PCDC") is a redevelopment
agency formed, existing and exercising its powers pursuant to Califotmia.Community
Redevelopment Law, Health and Safety Code Section 33000 et set]. ("Law"); and
WHEREAS, on January 4, 2010 the City Couneiland PCDC Board adopted;resolutions •
approving proceeding with a Project Study Report,for die Rainier Avenue Cross Td\en
Connector I_Tndercrossing (the "Rainier Project'.'), proceeding with environmental
documentation preparation and consenting;to expenditure of nearly $1.5 million-in-tax
increment for the project, and making required findings under California Health and1Safctp
Code section 33445 and
WHEREAS,,oil January 31, 2011, the City Council and PCDC Board adopted resolutions
authorizing execution-pt.a cooperative agreement between the City and PCDC committing tax
increment funds to specified projects,;including commitment of an additional?S7 million to the
Rainier Project and making required findings under California Health and Safety Code section
33445; and
WHEREAS, on March 7, 2011, the City Council, the PCDC Board and the Petaluma Public
Finance Authority Board authorized proceeding with a private placement-of debt intended to
generate debt proceeds of up to.$13 million to fund improvement costs for the Old,Redwood
Highway Interchange and the Rainier Project to secure funding for.critical,,oiigoing.projects+and
activities of the PCDC and to avoid disruption of the City's planned.capital impfoVements,and
programs as-a result of State action; and
WHEREAS, as authorized by applicable law; the PCDC Redevelopment Plaits and action:of the
City Council and the PCDC.Board on March 7, 2011,.the PCDC has entered into an agreement
with an appropriate lender (the "2011 issuance").to provide for a total Of SIO fnilhon_in financing
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• for transportation improvements for the-01d Red cod Highway.Interchange Project and the
Rainier Project; and
WHEREAS, on August 3, 2009, the City Council authorized execution of a cooperative
agreement with the Sonoma County.Transportation Agency covering funding and other
responsibilities of the parties related to the Old Redwood Highway Interchange Project (Old
Redwood Agreement); and
WHEREAS, now that up to $7 million of the funds•which were the subject of the City Council
and PCDC's approval and findings on January 31, 2011 are available for the City's and/or
PCDC's portion of costs related'to.the Rainier Project, it is appropriate for the City and PCDC to
enter a cooperative agreement with the Sonoma County'Transportation Agency ("SCTA") in a
form substantially similar:to the Old Redwood Agreement,to define a framework to enable the
City,PCDC and SCTA to work cooperatively in developing transportation improvements for the
Rainier Project; and .
WHEREAS, the funding committed by this action is related to a.project which was the subject
of the cooperative funding agreement approved by the City and the PCDC on January 31, 2011,
by City Resolution No. 2011= 0 16 N.C.S. and PCDC Resolution No. 2011-02, respectively, and
which contained detailed CEQA findings for the projects subjectto those resolutions, including
the Rainier Project. Notices of Determination pursuant to CEQA for the cooperative agreement
were filed by the City and PCDC On or about February 7, 2011, and no further CEQA review is
required for this action.
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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma and
the Board of the Petaluma Community Development Commission as follows:
1. The City Manager/Petaluma Community Development Commission Executive Director
is hereby authorized and directed on behalf of the City and the Petaluma Community
Development CommissiOn ("PCDC") to negotiate.and execute an agreement between the City,
the PCDC and the Sonoma County Transportation Agency(SCTA) in a form substantially
similar to the cooperative agreement between the City and SCTA covering funding and other
responsibilities of the parties related to the Old Redwood Highway interchange Project attached
hereto as Exhibit A; providing for the commitment of up to S7 million in funds fi-om the 2011
Issuance to the Rainier Avenue Cross Town Connector/Interchange Project; and as approved by
the City Attorney/PCDC Counsel. .
2. The City Manager/PCDC Executive Director is herebyauthotized and directed on behalf
of the City and the PCDC to-undertake such actions and to execute such additional instruments
as may necessary or desirable in order to carry out the intent of this Resolution.
3. If any provision, sentence; clause, section or part of this resolution is found to be
unconstitutional, illegal or invalid, such finding shall _affect only such provision, sentence,
clause, section or part, and shall not.affect or impair any of the remaining parts.
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PASSED AND ADOPTED, by the City Council of the City of Petaluma and the Petaluma •
Community Development Commission Board on the 215` day of March, 2011 by the following
votes:
City Council:'
Petaluma Community Development Commission Board:
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1614577.2
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• COOPERATIVE.FUNDING AGREEMENT NO. SCTA1 0021
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
This Agreement-is made and entered into as of M ct(- 7 2-6 I C
•2999 ("Effective Datc') by and between the City of Petaluma heteinafier referred to as
"CITY" and the SONOMA COUNTY TRANSPORTATION AUTHORITY hereinafter
referred to as "AUTHORITY."
RECITALS
1. AUTHORITY adopted that certain 2007 Strategic Plan that sets forth
AUTHORITY's program and project implementation policies with regard to the use of
funds provided under the 2004 Traffic Relief Act for Sonoma County Expenditure Plan
and Ordinance approved by the voters of Sonoma County on November 2, 2004
(hereinafter referred to as` Measure M"). The 2007 Strategic Plan as such plan may be
amended from time to time is hereinafter referred to as the "Strategic Plan".
2. Pursuant to the:Strategid Plan and Measure M. AUTHORITY and CITY desire
to enter into a Cooperative Funding Agreement to define a framework to enable the two
• parties to work cooperatively in developing transportation improvements on the Highway
101 - Old Redwood Highway Interchange in Sonoma County (hereinafter referred to as
"Old Redwood Interchange Prograim_Improvements").
3. AUTHORITY and CITY desire to deliver the Old Redwood Interchange
• Program Improvements in conjunction with the ramp improvements of Highway 101 from
Old Redwood Highway ihPetaluinato Rohnert Park.Expressvay (hereinafter referred to
as "Central Highway 101 Program Improvements"). The combined project is more
particularly described in Exhibit A to this Agreement (hereinafter referred to as the
"Project").
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4. AUTHORITY and CITY desire to re-validate the Environmental
Assessment/Final Environmental Impact Report for Central Highway 101 Program
Improvements to include the Old Redwood Interchange Program Improvements, which
would include a replacement bridge overcrossing of Highway 101 at Old Redwood
Highway in Petaluma.
5. AUTHORITY and CITY developed a financial plan, a schedule, and roles and
responsibilities for completion of the Project which!is attached hereto as Exhibit B, Exhibit
C, and Exhibit D (hereinafter referred to as the "Project Plan"). .
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• Cooperative Funding Agreement No. 5e-71100 2-1
City of Petaluma •
Pagel of 11
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6. Pursuant to the Strategic.Plan and Measure M, AUTHORITY is committed to •
make available up to $10;000,000 in Local Street Project (LSP) program funding and
$11,630,000 in Highway 101 Program funding to assist with the Project.
7. CITY is committed to make available up to $17,060,000 in funding to assist
with the Project.
8. AUTHORITY is committed to apply for up to $3,000,000 in State and Local
Partnership Program (hereinafterreferred`to as"SLPP") funding to assist with the Project
NOW, THEREFORE, in consideration of the foregoing, AUTHORITY and CITY
do hereby agree as follows:
SECTION I
CITY AGREES:
I. Total CITY Contribution. To provide up to $17,060,000 jn local funds [or other
CITY contribution] towards the Project, in accordance with the financial plan (EzhibitB)
and schedule (Exhibit C). The cost of CITY's.own administration, independent quality
assurance, oversight, and project management is-not considered a Project cost that is
covered by this agreement and is not included in the-Project Plan.
2. Additional Cooperative Agreements. To cnterinto a cooperative agreement(s) •
with Caltrans for the Environmental (PAED) and design (PS&E) phases of the Project in
accordance with the Project Plan.
3. Completion of Work. To timely complete the environmental and design phases
of the Project in accordance with the deadlines set forth in the Project Plan.
4. Construction Funding. To provide up to $13,760,000 in local funds [or other
City contribution] to the AUTHORITY for the construction phase of the Project.
S Initial Deposit. To make payment of$1,?00,000 within 30-calendar days of
receipt of invoice for advance construction deposit.
6. Progress Payments. To promptly make payments on all construction progress
invoices,-within 30-calenday days of teceipt of each invoice for construction progress
payments.
7. Compliance with Laws. With regard to administering and completing CITY's
responsibilities for the Project, CITY shall at all times comply with all applicable laws of
the United States; the State of California, the County, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory agencies,
Cooperative Funding Agreement No. SC7ji1UC�l •
City of Petaluma
Page 2of]
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• now in force;and as.they may be enacted, issued, or amended during the term,of this
Agreement.
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i . Records. To allow AUTHORITY to audit all expenditures relating to the
Project funded through this Agreement. For the duration of the Project, and for five (5)
years'following completion of the Projec ,,or earlier discharge oftle.Agreement,CITY
shall matte available to AUTHORITY all records relating to expehsesincurred in
performance of this Agreement.
9. Notice of Audit. To provide timely notice,to AUTHORITY if an audit is to be
conducted.
SECTION H
AUTHORITY AGREES:
1. Total AUTHORITY`Contribution. To provideup,t&$21,530,000 in Measure M
funds,,consisting of$11,530,000_in Highway 101 program funds and,$10,000,000 in LSP
program fiords, towards,the Project, in accordance with the Project Plan. The cost of
AUTHORITY's own administration: independent quality assurance, oversight, and
project management is notconsidered a Project cost that is covered by this agreement and
is not included in the Project Plan.
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2. SLPP Funding. Td apply for$3,000.000 in State'.SLPP funding towards the
construction phase of the Project and to promptly notify CITY if SLPP funding will not be
available in accordance with Project Plan.
3. Additional Cooperative Agreements. To enteiinto.acooperative agreement(s)
with Caltrans for the Right of Way Engineering andSupport (ROW SUP), Right of Way
Capital (ROW), Advertise, Award, and Approve (AAA). Construction Support (CON
SUP), and Construction(CON) phases Of the-Projectin accordance with the Project Plan.
4, Completion of Work.. To timely complete the work:necessary to complete off-
site environmental mitigation by the time frames settforth ih the environmental documents
and permits.
5. Initial Deposit. To invoice CITY for a.$1,200,000'initial deposit 60 working
days prior to advertisement Of the'construction.contract.
' 6. Progress Payments. To promptly invoice CITY for CITY's share of all
construction progress'pa}mients'in accordance with the Project Plan; within 30-calendar
days of receipt from Caltrans of each invoke for construction:progress payments.
• Cooperative Funding Agreement Na SC 71t I oOL
City of Petaluma
Pane 3of11
7., Reconcile Construction Payments. Ait'erreceipt of final Construction •
accounting from'Caltrans,AUTHORITY will invoice or refund as necessaryin order to
satisfy the obligation of this agreement.
8. Compliance with Laws. With,regard to administering-and completing the
AUTHORITY'S responsibilities for the Project, AUTHORITY shall at all'times comply
with,all applicable laws of the United States, the State of California, the'County,'and with
all applicable regulations promulgated by federal, state,regional, or local administrative
and regulatorragencies, now in force and as they may be enacted, issued, or amended
during the term.of this Agreement.
9..Records. To allow CITY to audit all expenditures relating to the Project funded
through this Agreement. For the duration of the Project, and for five (5)years following
completion of the Project, or earlier discharge of the Agreement, AUTHORITY shall
make available,toCITY all records relating-Lc,expenses incurred in performance of this
Agreement.
10. Notice Of Audit. To provide timely notice to CITY if an audit of CITY records
is to be conducted.
SECTION III
IT 1S MUTUALLY AGREED: •
I. Raiding Needs. If additional funds beyond those identified in.the.ProjecfPlan
are necessary to complete the Project or it State controlled SLPP funds are nottavailable in
accordance with the Project Plan, AUTHORITY and CITY will cooperate to identify and
secure new,:increased,pr replacement funding. If funding cannot be identified to-complete
the project this,agreement can be discharged by either party as provided in Paragraph 3 or
13.
2.Term. This Agreement will remain in effect until discharged as provided'in
Paragraph 3'or 13 of this Sectionall.
3. Discharge. This Agreement shall be subject to discharge as follows:
a. This Agreement may be canceledby a party for breach of any obligation,
covenantor condition hereof by the other party, upon notice to the breaching party With
respect to any breach which is reasonably capable of being cured, the breaching party shall
have thirty (30) days from the date of the notice to initiate steps to cure: if the breaching
party diligently pursues:curc, such party shall be alloweda reasonable time to cure,.not-to
exceed sixty(60) days,from.the date.of theinitial notice, unless a further extension is
granted by the non-breaching party. On cancellation, the,non-breaching party retains„the
same rights as.a party exercising its right to terminate under the provisions:of paragraph
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C ooperntiJe Funding Agreement No:“30:1 ,I60 2.1
City of Peta!uina
Paged-of H
• 3(b), except that the canceling party also retains any remedy for breach of the whole
contract or any unperformed balance.
b. By mutual consent of both parties, this Agreement may be terminated at any
time.
c. This agreement maybe cancelled by either party by no fault of either party if
SLPP funding is not available in accordance with the Project Plan.
4. Indemnity. Neither CITY not any officer or employee;thercof is responsible for
any injury, damage or liability occurring by reason of anything done or omitted to be done
by AUTHORITY under-or in connection with any work, authority, or jurisdiction
conferred upon AUTHORITY'or arising under-This agreement.
It is understood and agreed that AUTHORITY will fully defend„indemnify; and save
harmless CITY and all Of its officers and employees from all claims, suits, or actions of
every name, kind, and description brought forth under, but not limited to, tortious,
contractual, inverse condemnation; or other theories or assertions of liability occurring by
reason of anything done oromitted to be done by AUTHORITY`under'this agreement.
Neither AUTHORITY norany officer or employee thereof is responsible for any injury,
• damage, or liability occurring by reason of anything done Or omitted to be done by CITY
under or in connection with any work, authority, or jurisdiction conferred upon CITY or
arising under this agreement.
It is understood and agreed that.CITY till filly defend, indemnify; and save harmless
AUTHORITY and all of-its officerstand employees from,allclaims, suits, or actions of
every name, kind, and description brought forth under, but not limited to, tortious,
contractual, inverse condemnation; or other theories or assertions of liability occurring by
reason of anything done or omitted to be done by CITY tinder this agreement.
5. Notices. Any noticewhich may be required under this Agreement shall be in
writing, shall he effective when received, and shall be,given by personal service, or by
certified or registered mail, return receipt requested, to the addresses set forth below, or to
such addresses which may he specified in writing to the.parties hereto.
To CITY: Vincent Marengo, Director of Public Works
I I English Street
• Petaluma,GA 94952
vmarengonci.petaluma.ca.us
To AUTHORITY: Executive Director Sonoma.CountyTransportation Authority
490 Mendocino Avenue, Suite 206
Santa Rosa, CA 95401
(707) 565-5373
suzsntith @sctainfo.org
• Cooperative Funding Agreement No.SCTA 10021
City of Petaluma
Page 5 of 11
6. Additional Acts and Documents. Each party agrees to do all such things and •
take all such:actions, and to make, execute and deliver such other documents and
instruments, as shall be reasonably requested to carry out the provisions, intent and
purpose of the Agreement.
7. Integration. This Agreement represents the entire agreement of the parties with
respect to the subject matter hereof. No representations, warranties; inducements or oral
agreementslhave been,made by any of the parties except as expressly set forth herein, or in
other contemporaneous written agreements.
8. Amendment. This Agreement may not be changed, modified or rescinded except
in wriling, signed by all parties hereto, and any attempt at oral modification of this
Agreement-shall be void and of no effect.
9. Independent Agencies. CITY renders its services under this Agreement as an
independent agency; None of the CITY's agents or employees shall be agents or
employees of the AUTHORITY. AUTHORITY renders its services under this
Agreement as an independent agency. None-of the AUTHORITY's agents or employees
shall be agents or employees of the CITY. •
• 10. Assignment. The Agreement may not be assigned, transferred, hypothecated, or
pledged by airy party without the express written consent of the other party.
11. Successors. This Agreement shall be binding upon the successor(s), assignees)•
or transferee(s) of the AUTHORITY or CITY as the case may be. This provision shall
not be construed as•an authorization to assign, transfer, hypothecate-or pledge this
Agreement other than as provided above.
12. Severabilifv. Should any part of this Agreement be determined to be
unenforceable, invalid, or beyond the authority of either party to enter into or carry out,
such determination shall not affect the validity of the remainder of this-Agreement which
shall continue in full force and effect; provided that, the remainder of this Agreement can,
absent the excised portion, be reasonably interpreted to give effecito the intentions of the
parties.
13..Limitation. All obligations of AUTHORITY under the terms-of-this
Agreement are expressly subject to AUTHORITY's continued authorization to collect and
expend the sales tax proceeds provided by.Measure M. If for any reason AUTHORITY's
right to collect or expend such sales tax proceeds is terminated or suspended in whole or
part. AUTHORITY shall promptly notify CITY, and the parties shall consult on a course
of action. If,after twenty-five-(25) working days, a course of action is not agreed upon by
the parties, this Agreement shall be deemed terminated by mutual or joint consent;
provided,that any future obligation to fund from the date of the notice shall be expressly
Cooperative Funding Agreement No. SETAfool I •
City of Petaluma
Page 6 of I I
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• limited-by and subject to (i) the lawful ability of AUTHORITY to:expend sales tax
proceeds fo'r•the purposes of the Agreement; and (ii) theta}ailability;,taking into
consideration-all the obligations of:AUTHORITY underall outstanding contracts,
agreementsto,other obligations of AUTHORITY,of funds Tor such purposes.
IN WITNESS WI-IEREOF, the,parties have executed this Agreement as of the
Effective Date.
CITY OF /3//E.%4-Z-40-Ia' t SONOMA COUNTY
TRANSPORTATION AUTHORITY
$ —` By: �— =K ✓
City Manager s —� SCTA Chair
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ATTEST: APPROVED AS TO SUBSTANCE:
By:. l ► aza,C BY ,1CtIf11f (.rltnV 0\----
'City Clerk J Executive Director
APPROVEI A: TO EGAL FORM
FOR CIT
l /�r
By: By: /yi
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City Attorney J � / Legal Counsel r Authority
APPROVED:
DepartmentDhector'
APPROVED:
C.:(iitti4i4 6/n /0+769
i6`is:"Manager V / 'ti
APPROVED:
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SQi�cw /. CaT s3 /D
Finance Director
• Cooperative Funding Agreement No.
City of Petaluma
Pane 7ofii
COOPERATIVE`FUNDING AGREEMENT NO.: Se IRI -I •
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY'
AND
CITY OF PETALUMA
EXHIBIT
DESCRIPTION OF THE PROJECT
▪ Replace Old Redwood Overcrossing with new 110-foot wide bridge;(sik 12-foot lanes,
one 12-foot-median, two 6-foot bike lanes,two 6-foot sidewalks, and two 1-foot
railings);'
• Reconfigure on and off ramps at Old Redwood Highway, but maintain,Partial Clover
configuration;
o Signalize Old Redwood-l-Iighway ramp intersections;
e Provide--.ramp-metering at all four on-ramps;
a Construct the portion of,the=Central Highway 101 Project soundwall that:requires right
of way acquisition, on west side of Highway 101, near the southbound off-ramp to Old
Redwood Highway.
Note: The Project does not include landscaping beyond erosion control. Landscaping
will beaccomplishedby`separate landscaping specific contract.
Cooperative Funding Agreement No. 5CT1k1UpZ1 •
City of Petaluma
Exhibit A Page 8;of f l
COOPERATIVE FUNDING AGREEMENT NO. Ice im ao2-
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF'PETALUMA
-EXHIBIT B
'PROJECT FINANCIAL.PLAN
Table B-1:' Project Cost:Estiinate by Program and•Development Phase
Old Redwood Central-,Highway 101
Project Interchange—LSP Program Project
Phase Program
Estimate -Percent` Estimate I Percent Estimate
PAED 1 $ 600,000 1:00°A I $ 01 0% $ 600,000
PS&E 1 $ 2,200,000 1 81% $ 500;000 I ,19% $ 2,700,000
ROW SUP $ 110;000 I '19% $ 480;000 81% I $ 590,000
ROW CAP $ 1,850;000 1 28% 1 $ 4,800,000 72% 1 $ 6,650,000
CON SUP $ 3,300,000 81% I $ ' 750;000 19% $ 4,050,000
•' CON CAP $22,000,000 81% I $ 5.000 000 19% $27,000.000
TOTAL 830;060;000 72% I $11; 30;000 18% $41,590,000
Table B-2: Funding Plan By Fund.Source and Development Phase (Funds in Thousands)
FUND PAED PS&E ROW I ROW CON CON TOTAL
SOURCE SUP (. CAP SUP CAP
CITY $600 $2,700 $ 0 $ 0 $ 0 $13,760 $17,060
(100%) (100%) (0%) (0%) (0%) (51.0%)
Measure M $ 0 $ 0 $ 0 $ 0 $4,050 $ 5.950 $10,000
(LSP) (0%) (0%) (0%) (0%) (100%) (22.0%)
Measure M $ 0 $ 0 $590 $6.650 $ 0 $ 4,290 $11,530
(101) (0%) (0%) (100%) (100%) (0%) (15.9%)
• SLPP $ 0 $ 0 $ 0 $ 0 $ 0 $ 3,000 $ 3,000
(0%) (0%) (0%) (0%) (0%) (11.1%)
TOTAL $600' $2,700 $590 56;650 $4,050 $27,000 $41,590
(100%) (100%) (100%) (100%)'. (100%) (100%)
Note: Measure M,funding for°ROW CAP of$750,000 is for off--site Environmental
Mitigation. SCTA is implementing agency for o17-site Environmental Mitigation.
• Cooperative Funding Agreement No.S C.�p I UO'�h
City of Petaluma
Exhibit B Page 9 of l
COOPERATIVE FUNDING AGREEMENT NO. S C rid cc 2- I •
•
BETWEEN
THE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PFTALUMA
- EXHIBIT C
PROJECT SCHEDULE
Project Development Phase I Begin I End
Environmental (re-validation of EISIEIR) Mar 2009 j _ Sep•2009__
Design(PS&E) Mar 2009 Mar2011
Right-of Way:Acquisition (ROW) Sep,2009 I Mar2011
Advertise, Award, Approve (AAA) Mar 2011 Sep2011
Construction (CON) Sep2011 Dec-2013
•
Cooperative Funding Agreement No, 'SE''ffl uOL •
City of Petaluma
Exhibit C Page 16-of I.1
•
• COOPERATIVE FUNDINt AGREEMENT;NO. 'fie T7 (1)0 -
BETWEEN
'IRE SONOMA COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF PETALUMA
EXHIBIT D
RESPONSIBILITIES OFTHE'PARTIES
Table D-1: Additional Cooperative:Aareements between Parties by Development Phase
•
Project Activity Cooperative Agreement
Caltrans I Authority City
Environmental (PAED), X X
Design (PS&E) X X
Right of Way Engineering and.Support X X
Right of Way Capital I ._ X_ I X
Advertise, Award, Approve(AAA) IX I XI
Construction Support I X X
• Construction Capital X X
Table D-2; Res.onsible hn+leinentina Aeebevb' Development Phase
Project:Activity
.Implementing Agency
Caltrans Authority City
Environmental (PAED) • X
Design (PS&E) X
Right of Way Engineering,and Support X
Right of Way Capital'.(Utilities and.Acquisition) X
Right of Way Capital (Off Site Environmental
Mitigation) X
Advertise, Award, Approve (AAA) X
Construction Support X
Construction Capital X
•
• Cooperative Funding Agreement No.SC 141c'e2I
City of Petaluma
Exhibit.D Page 11 of 11
Resolution No. 2009-125 N.CS. •
of the City of Petaluma, California
AUTHORIZING THE'CITY MANAGER TO EXECUTE
A COOPERATIVE AGREEMENT BETWEEN THE CITY AND,SCTA
FOR DELIVERY OF PROJECT APPROVAL/ENVIRONMENTAL DOCUMENT
(PAJED), PLANS, SPECIFICATIONS AND ESTIMATES (PS&E);
RIGHrOF-WAY ACQUISITION AND CONSTRUCTION OF THE-
OLD REDWOOD HIGHWAY INTERCHANGE PROJECT (PROJECT CO0501304)
WHEREAS, at its meeting of June 18,2007, the Petalwna Community Development
Commission authorized allocation of$15.1M from PCDC to account 55-Merged Project Area
000501304 for the Cld Redwood HighwayInterchange; and,
WHEREAS, on June 18;2007, the Petaluma Community Development Commission
adopted the findings, made-in accordance with California Health and Safety Code Section 33445,
for expenditure of these,tax increment funds to pursue the Project Study Repair(PSR),:PA/ED,
PS&E, right-of-way'acquisition, and construction of the Old Redwood Highway Interchange
Project; and,
WHEREAS, the City Council consented to the expenditure of said funds to undertake
these Public Improvements;-and, •
WHEREAS, in order to proceed, a cooperative funding agreement for PA/ED and-
PS&E, right-of-way acquisitioa,!and construction must be executed between the City'of
Petaluma and the Sonoma County Transportation.Authority.-
NOW, THEREFORE, BE IT RESOLVED that the Petaluma City Council authorizes
the City Manager to execute the Cooperatiy'e Agreement between the City of Petaluma and the.
Sonoma County Transportation Authority,.attached to this resolution as Exhibit A and
incorporated herein by reference, including:any final to such agreements approved by
the City Attorney.
tinder the power,und,aulhonty conferred upon[his Council.bv the Charter of smdCity: t7
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Ap'uvpd as to
Council oLihe Crty of Petaluma at a Regular meeting on the ye day of August, f m:
2009,by the following vote.
it!
AYES: Vice Mayor narred,.Glass,Rabbitt, Renee.Mayor Turliati
NOES: None
ABSENT: Harris, Healy o
ABSTAIN: None i-
ArrEST: \:X0/1}-t) a �
City Clerk. . t' aloe
Resolution No.2009-i25 id:C.S. Paee'1
•
• 30), except that the canceling party also retains any remedy for breach of the whole
cot-Ai-actor any unperformed balance.
b.By mutual consent of both parties,this Agreement may be'terminated at any
time.
c. This agreement maybe cancelled by either party by no fault of either party if
SLPP funding is not available in accordance with the Project Plan.
4. Indemnity, Neither-.CITY nor any-officer or employee thereof is responsible for
any injury, damage or liability,occurring by reason of anything done or omitted to be done .
by AUTHORITY under or in connection with anywork, authority, or jurisdiction
conferred upon AUTHORITY or arising under this:agreeriient.
It is understood and agreed=that AUTHORITY will fully defend, indemnify, and save
harmless CITY and,all of its'offrcers'and employees from ali,claiins, suits, or actions of
even name, kind;and description brought forth under,but notlimited to tortious,
contractual, inverse condemnation, or other theories or assertions of liability occurring by
reason of anything done or omitted to be done by AUTHORITY under this agreement.
Neither AUTHORITY nor anyoffrcer or employee!thereofis responsible for any injury,
damage, or liability"occumng by reason of anything'dohe or omitted to be done by CITY
under or in connection with,any work, authority, or jurisdiction conferred upon CITY or
• arising under this agreement.
It is understood and agreed that•••CITY will fully defend, indemnify, and save harmless
AUTHORITY and all-Of its officers and empleyees£iom all.claims.suits. or actions of
every name, kind, and description brought forth under, but not limited to tortious;
contractual, inverse condemnation, or other theores,orassertions of liability occurring by
reason of anything done or omitted to be done by CITY under:this-agreement.
5. Notices. Any notice which may be'required under this Agreement shall be in
writing, shall be effective When-received, and shall be given by personal service, or by
certified or registered mail,_return.receipt requested, to thesaddresses.set forth below, or to
such:.addresses which-may be specified in writing to the parties hereto.
To CITY: t �—
9 '�
To AUTHORITY: Executive Director Sonoma.County Transportation Authority
490 Mendocino Avenue, Suite 206.
Santa Rosa, CA 95401
(707) 565-5373
suzsmith@setainfo.org
Cooperative Funding Agreement No. 5(1 Tp i 0UU
City of Petaluma
Page 5 of 1 I