HomeMy WebLinkAboutOrdinance 2157 N.C.S. 08/04/2003SEP _ 4 2003
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Introduced by:
Council Member Healy
ORDINANCE NO. 2157 N.C.S.
Seconded by:
Council Member Torliatt
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA
APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF PETALUMA AND BASIN STREET PROPERTIES
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS:
WHEREAS, after due notice the Petaluma Planning Commission did conduct a public
hearing on July 8, 2003 on the application for a development agreement by Basin Street
Properties; and
WHEREAS, the City Council of the City of Petaluma, after due notice, did conduct a
public hearing on this matter on July 14, 2003, wherein all persons desiring to be heard were
heard; and
WHEREAS, the City Council of the City of Petaluma has reviewed and considered the
attached agreement and determined the contents of the agreement and the actions of the Planning
Commission to be complete and correct; and
WHEREAS, the attached agreement is in the public interest and is consistent with the
Petaluma General Plan and in compliance with Article 19.3 of the Petaluma Zoning Ordinance;
and
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PETALUMA
DOES ORDAIN AS FOLLOWS:
Section 1: The City Council finds and determines that facts stated above to be true and that an
environmental review has been conducted for the project resulting in a Mitigated Negative
Declaration, approved by the City Council.
Section 2: The City Council further finds, with respect to the attached agreement:
(a) It is consistent with the objectives, policies and programs specified in the General
Plan, the Central Petaluma Specific Plan, and the CBD Redevelopment Plan.
(b) It is compatible with the land uses authorized in, and the regulations prescribed for,
the zone in which the real property is located.
(c) It will not be detrimental to the public health, safety and general welfare.
Ordinance 2157 N.C.S.
Page 1
I (d) It will promote the orderly development of property or the preservation of property
2 values in accordance with good land use practice.
3
4 (e) It will eliminate blight in the Central Business District Redevelopment Project Area.
5
6 (f) It will substantially benefit the Central Business District Redevelopment Project
7 Area, increasing property tax increment and property values, enhancing the economic
8 vitality of the area and creating a vibrant 24-hour use of the downtown core.
9
10 (g) Without a development agreement and a companion owner participation agreement
1 1 with the Petaluma Community Development Commission, the project would be
12 financially infeasible.
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14 (h) The lack of certainty in the approval of developments projects can result in a waste of
15 resources, escalate the cost of housing and other development to the consumer, and
16 discourage investment in and commitment to comprehensive planning which would
17 make maximum efficient utilization of resources at the least economic cost to the
18 public.
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20 (i) The agreement provides assurance to the applicant for a development project that
21 upon approval of the project, the applicant may proceed with the project in
22 accordance with existing policies, rules, and regulations, and subject to conditions of
23 approval, will strengthen the public planning process, encourage private participation
24 in comprehensive planning, and reduce the economic costs of development.
25
26 (j) Pursuant to Section 33445 of California Redevelopment Law, the City Council finds
27 that the Theater District Project provides substantial benefit to the Central Business
28 District Redevelopment Project Area, increasing property tax increment and property
29 values, enhancing the economic vitality of the area and creating a vibrant 24-hour use
30 of the downtown core. The City Council further finds that without a development
31 agreement and a companion owner participation agreement with the Petaluma
32 Community Development Commission, the project could not built. The City Council
33 further finds that substantial blight will be eliminated by the project. Therefore, the
34 City Council finds and determines that a Development Agreement is appropriate for
35 the project.
36
37 Section 3: The City Council hereby approves the Development Agreement by and between the
38 City of Petaluma and Basin Street Properties, in the form attached hereto and marked as Exhibit
39 A, and authorizes and directs the City Manager to enter into said agreement in the name of the
40 City of Petaluma, and, further, directs the City Clerk to record said agreement no later than 10
41 days after the effective date of the adoption of this ordinance.
42
43 Section 4: If any section, subsection, sentence, clause or phrase or word of this ordinance is for
44 any reason held to be unconstitutional, unlawful, or otherwise invalid by a court of competent
45 jurisdiction, such decision shall not affect the validity of the remaining portions of this
46 ordinance. The City Council of the City of Petaluma hereby declares that it would have passed
Ordinance 2157 N.C.S.
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and adopted this ordinance and each and all provisions thereof irrespective of the fact that any
one or more of said provisions be declared unconstitutional, unlawful or otherwise invalid.
Section 5: This ordinance shall become effective thirty (30) days after the date of its adoption by
the Petaluma City Council.
Section 6: The City Clerk is hereby directed to post this ordinance for the period and in the
manner required by the City Charter
INTRODUCED and ordered posted/puked this 14th day of July, 2003
ADOPTED this 4th day August, 2003 by the following vote:
AYES: Canevaro, Mayor Glass, Harris, Healy, Vice Mayor O'Brien,
Torliatt
NOES: None
ABSENT: None
RECUSED: Moynihan
ATTEST:
Gayle Petersen, City Clerk
David Glass, Mayor
VE TO FORM:
Ric Rudna6ky, Ci t rney
Ordinance 2157 N.C.S.
Page 3
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
RECORDING'REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Petaluma
1.1 English Street
Petaluma, CA 94952
Attention: Mike Bierman
City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
DEVELOPMENT AGREEMENT
by and between
THE CITY OF PETALUMA
and
BASIN STREET PROPERTIES
11/03/03, Final
630376
1
DEVELOPMENT AGREEMENT
by and between
THE CITY OF PETALUMA
and
BASIN STREET PROPERTIES
RECITALS
AGREEMENT
1.
2.
3.
4.
5.
0
7
11/03/03, Final
630376
i
TABLE OF CONTENTS
Pa e s
1-2
Description of Propertv.
Interest of DEVELOPER.
Relationship of CITY and DEVELOPER and AGENCY.
3.1 No Joint Venture.
3.2 Cooperation with Redevelopment Agency.
Effective Date and Term. 2
4.1
Effective Date. 3
4.2
Term, 3
4.3
Termination Upon Issuance of Certificate 3
of Occupancy.
4.4
Optional Extensions. 3
Use of the Property. 3
5.1
Right to Develop. 3
5.2
Permitted Uses. 3
5.3
Additional Conditions. 3
5.3.1 Subsequent DiscretionaryApprovals. 3
5.3.2 Mitigation Conditions. 4
5.3.3 Phasing, Timing, 4
5:3.4 Financing Plan. 4
5.3.5 Fees, Dedications. 4
5.3.6 Notice Requirement. 4
Applicable Rules, Regulations and Official Policies. 5
6.1
Rules re Permitted Uses. 5
6.2
Rulesse Design and Construction. 5
6.3
Uniform Codes Applicable. 5
Subsequently Enacted Rules and Regulations. 5
7:1
New Rules and Regulations. 5
7.2
Approval of Application. 5
7.3
Moratorium Not Applicable. 5
7.4
Timing of Development. 6
1.1
a
12.
13.
14.
15.
ii
Subsequently Enacted or Revised Fees, Assessments and
6
Taxes.
8.1
Exactions, Dedications.
6
8.2
Revised Application Fe
Fees,
6
8.3
New Taxes.
6
8.4
Assessments.
6
8.5
Vote on Future Assessments and Fees.
6
Amendment
or.Cancellation.
7
9.1
Modification Because of Conflict with State or Federal
7
Laws.
9.2
Amendment by Mutual Consent.
7
9.3
Insubstantial Amendments.
7
9.4
Amendment of Project Approvals.
7
9.5
Cancellation by Mutual Consent.
7
Term of Proiect Approvals.
8
Annual
Review.
8
11.1
Review Date.
8
11.2
Initiation of Review.
8
11..3
Staff. Reports.
8
11.4
Costs.
8 '
Default
8
12.1
Procedure: Regarding Defaults.
8
12.1.1 Notice.
8
12.1.2
Cure.
8
12.1.3 Failure to Assert.
9
12.1.4 Payment of Money.
9
12.1.5 Notice of Default.
9
12. T.6 Legal Proceedings.
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12.1.7 Annual Review.
9
12.1.8 Termination..
9
12.2
No Damages Against CITY.
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Estoppel Certificate.
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Mortgagee Protection;,Certain Rights of Cure.
10
14.1
Mortgagee Protection.
10
14.2
;Mortgagee Not Obligated.
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14.3
Notice of Default to Mortgagee and Extension
10
of Right to Cure.
Severability.
16
17
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
Iff
Attomevs' Fees and Costs.
Transfers and Assignments.
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17.1 Developers Right to Assign.
11
17.2 Release Upon Transfer.
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17.3 Developer's Right to Retain Specified Rights
12
or Obligations.
Agreement,Runs'wiftthe Land.
12
Bankruptcv,
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Indemnification.
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Insurance.
13
21.1 Public Liability and Property Damage Insurance.
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21.2 Workers Compensation Insurance.
13 .
21.3 Evidence of Insurance.
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Excuse,for Nonperformance.
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Sewerand Water.
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Notices.
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Recitals.
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Agreement is Entire Understandinq.
14
Exhibits.
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Counterparts.
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Recordation.
15
Exhibit A
17
Exhibit B
32
SCHEDULE OF EXHIBITS
EXHIBITS "A" - Legal Description of Property
EXHIBITS "B" - Additional Conditions
1V
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into this _ day of
2004 by and, between the CITY OF PETALUMA, a municipal corporation (hereinafter "City"), and
BASIN STREET PROPERTIES, a California corporation (hereinafter referred to as "Basin.Street") pursuant
to the authority of§§ 65864 et seq., of the California Government Code and the Municipal Code of the City
of Petaluma.
RECITALS
A. California Government Code §§ 65864 et seq., and Article 19.3 of the Petaluma Zoning
Ordinance authorize the CITY to enter into an Agreement'for the development of real property with any
person having a legal or equitable interest in such property in order to establish certain development rights
in such property; and
B. The City of Petaluma has adopted the Central Petaluma Specific Plan and the
development of the Property which is the subject of this Agreement'is consistent with the Specific Plan;
and
C. On May 21, 2001 by Resolution No. 2001-103 N.C,S., the Redevelopment Agency of the
City of Petaluma certified an Environmental Impact Report for the Redevelopment Plan. The Project
which is the,subject of this Development Agreement is consistent with the terms of such Redevelopment
Plan and EIR. On June 2, 2003 by Resolution No. 2003-103 the CITY certified an EIR on the Central
Petaluma Specific Plan. The Specific Plan and the EIR provide forthe development of the Project which
is the subject of this Development Agreement, and the uses, densities, intensities, and scope of
development contemplated herein are consistent therewith. On July 14, 2003 by Resolution No. 2003-
140 N.C.S., the CITY adopted a Negative Declaration for the development of the Project described in this
Agreement. No subsequent or'supplemental EIR will be required for further entitlements unless mandated
by Section 21166 -of the Public Resources Code.
D. The parties hereto have determined that the Project (as defined below) is a development for which a
development agreement is appropriate. Development of the-Project.in accordance with a development
agreement will provide for the orderly phased development of the Property in accordance with the
objectives set forth in the General Plan, the Redevelopment Plan and the Specific Plan. Moreover, a
development agreement for the Project will eliminate uncertainty'in, planning for and securing orderly
development of the Project, ensure attainment of the maximum efficient utilization of resources within the
CITY at the least economic cost to its citizens,. and achieve the provision of public services, public uses,
urban infrastructure and other.goals and purposes for which the Development Agreement Act was enacted,
all in the promotion of the health, safety and general welfare of the City of Petaluma and its residents. In
exchange for these and other benefits to the CITY, DEVELOPER and its successors and assigns will
receive the assurance that they may develop the Project during the ,term of this Agreement, subject to the
terms and conditions herein contained.
E. This Agreement does not (1) grant density or intensity of use in excess of that otherwise
established in the Specif c Plan or Project Approvals, or (2) guarantee to DEVELOPER or any other party
any economic return from the Project.
F. As a result of the developmenttof the Property in.accordance with this Agreement, the CITY
will receive substantialbenefits. Such benefits will include, among others, the following:. increased sales
tax revenue; increased property tax revenues; the addition of a downtown parking garage open to the
public, the revitalization of downtown Petaluma by means ofthe development and operation of the Project
on the Property; and additional employment opportunities.
G. The Project"which is the subject of this Development Agreement is also the subject of an
Owner Participation Agreement by and between DEVELOPER and the Petaluma Community Development
Commission (the "OPA"). It is the'intent of the Parties that the terms hereof be construed to facilitate the
terms and conditionsof the OPA to the extentlegally possible.
H.. CITY has,by,Ordinance No. 2158 N.C.S. on August 4,.2003 adopted regulations which
provide for the creation of a theater district in the CITY's central business district and such ordinance does not
permit the construction of movie theaters outside the, boundaries of the Theater District (as defined in the
Ordinance). Adoption of these regulations is a material inducement for DEVELOPER entering into this
Development Agreement.
AGREEMENT
Description of Property.
The Property which is the subject of this Development Agreement is described in
Exhibit A attached hereto ("Property").
2. Interest of Developer.
The DEVELOPER has a legal or equitable interest in the Property.
Relationship of CITY and DEVELOPER and AGENCY.
3.1 No Joint Venture. It is understood that this Agreement is a contract that
has been negotiated and voluntarily, entered into by CITY and DEVELOPER and that the DEVELOPER is
not an agent of CITY. The CITY and DEVELOPER hereby renounce the existence 'of any form of joint
venture or partnership between them, and agree that nothing contained herein or in anydocument
executed in connection herewith shall be construed as making the CITY and DEVELOPER joint venturers
or partners.
3.2 Cooperation With Redevelopment Aqencv. Pursuant to the Community
Redevelopment law, CITY shall to the extent permitted by, law, cooperate in all respects with the,
Redevelopment Agency in carrying out the terms of the Redevelopment Plan and Agency's obligations
under the OPA with DEVELOPER. CITY agrees to undertake,all actions in a diligent and timely, fashion to
accomplish the.Agency goals' and DEVELOPER's Project,including but not limited to processing of Project
permits and, historical resources approvals, plan checks, inspections, utility connections, and reviews.
4. Effective Date and°Term.
2
4.1 Effective Date. The effective date of this.Agreement shall be the date
upon which this Agreement is signed by CITY.
4.2 . Term. The term of this Development Agreement shall commence on the
Effective Date -and extend five (5) years thereafter, unless said term is otherwise terminated or modified by
circumstances set`forth in this Agreement.
4.3 Termination Upon Issuance of Certificate of Occupancy. Upon issuance
of the final certificate of,Occupancy for the Project, this Development Agreement shall terminate with
respect to DEVELOPER only.
4.4. Optional. Extensions. Prior to ther termination of this Development
Agreement, as provided in Section 4.2, DEVELOPER may extend the term of the Development Agreement.
To do so, DEVELOPER shall give CITY written notice at least 90 days prior to the termination date of the
Development Agreement. At the time'DEVELOPER provides such notice, DEVELOPER shall make a
contribution to CITY in the amount of $250,00.0.00, which monies will be used•by CITY to maintain
infrastructure Jn the Central Business District. Upon receipt of the notice and -the contribution, the City
Manager shall notify,the DEVELOPER that the term of the Development.Agreement has been extended for
a one-year period. The DEVELOPER may exercise its option to extend the Development Agreement no
more than three times,.for a maximum total term of the Development Agreement of eight years. The total
contribution for the maximum extension of three years will be $750,000.00.
5. Use of the Property.
5.1 Right to Develop. DEVELOPER shall have.the vested right to develop the
Project on the Property in accordance with the terms and conditions of this Agreement, the uses, densities
and intensity of use set forth in Exhibit B, the Project Approvals (as and when issued), and any
amendments to any of them- as shall, from time to time, be approved pursuant to this Agreement. "Project
Approvals" means actions'by the City Council, Planning Commission or any subordinate body or entity of
the CITY making findings in connection with, approving and/or making amendments to, and all conditions of
approval adopted by the CITY in connection with the following as it relates to the Project: a) General Plan,
b) Specific'Plan, c) zoning ordinance of the,CITY, d) environmental clearances for the foregoing, and e)
Master Plan, design guidelines, design approvals, site plan approval, °and architectural approvals for the
Project.
5.2 Permitted,.Uses. The permitted uses:of the Property, the density and
intensity of use, the maximum height, bulk and size of proposed buildings, provisions for reservation or
dedication of land, for public purposes and location and maintenance of on-site and off-site improvements,
location of public utilities (operated by CITY) and other terms and conditions of development applicable to
the Property, shall be those setforth in 'this Agreement, the OPA, Exhibit B, the Project Approvals and any
amendments to this -Agreement or the Project Approvals.
5.3 Additional Conditions. Provisions for the following ("Additional
Conditions") are setJorth in Exhibit,B attached hereto and incorporated herein' by reference.
5.3.1 Subseauent Discretionary Approvals. By approval of this
Development. Agreement, the City has found and. determined that the Project described herein is consistent
with the General Plan; Specific Plan, Redevelopment Plan and Zoning Ordinance. No further discretionary
review is required,prior to issuance of building permits except for Historical, Architectural' and Design
review. Such review is exclusively limited to the scope provided under the terms of the Specific Plan and
not the uses, densities or intensity of use of the Project.
5.3.2 Mitigation Conditions. Additional or modified conditions
agreed upon by the parties in order to eliminate or mitigate adverse environmental impacts of the Project or
otherwise relating to development of the Project.
See Exhibit B
5.3.3 Phasing, Timinq. Provisions that the Project be constructed
in specified phases; that construction shall commence within a specified time, and that the Project or any
phase thereof be completed within a specified time (subject to section 7.4 hereof).
See Exhibit B
5.3..4 Financinq Plan. Financial plans which identify necessary
capital improvements such as streets and utilities and sources of funding. Notwithstanding anything to the
contrary contained in this Agreement or in the: Exhibits attached hereto: (i) the City shall have no obligation
to provide funding to,Developer,in connection with development of the Property or the public improvements
required in connection therewith, and (ii) pursuant to the OPA, the Petaluma Community Development
Commission shall fund certain public improvements in accordance with the terms and conditions of the
OPA.
dedication of property.
See Exhibit B
5.3.5 Fees, Dedications. Tums relating to payment of fees or
See Exhibit B
5.3:6 Notice Reauirement. For each parcel comprising the
property that is the subject of this Development Agreement, Developer shall record the following notice in
the Official Records of Sonoma County, and Developer shall include the following notice in all sale, lease or
rental agreements concerning any portion of such property:
"This document ,shall serve as notification_ that. you have purchased property or
you are leasing or renting premises in an area where river -dependent industrial
operations are located which may cause off-site effects including without
limitation, noise, dust, fumes, smoke,, light, and odors, and which may operate at
any time of.night or day. The nature and extent of such operations and their effects
may°vary in, response to fluctuations in economic circumstances, business cycles,
weather and tidal conditions and other conditions. This statement is notification
that these off-site effects are a component of the industrial operations along the
riverfront area of the City. of Petaluma, and you should be fully aware of this at the
time of purchase, lease or rental."
6. Applicable_ Rules, Reaulations and Official Policies.
6.1 Rules re .Permitted Uses. Unless otherwise specifically provided for in
Exhibit B, for the term.of this Agreement, the CITY's ordinances, resolutions, rules, regulations and official
policies governing the permitted uses of the Property,'governing density and intensity of use of the Property
and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the
effective date ofthis Agreement.
. 6.2 Rules re Desiqn and Construction. Unless otherwise expressly provided
in Paragraph 5 of this Agreement or Exhibit'B hereof, the ordinances, resolutions, rules, regulations and
official policies governing design, improvement and construction standards and specifications applicable to
the Project shall. be those in force and effect at the time of the applicable discretionary Project Approval
(See Paragraph 5.3.1). In the event of a conflict between such ordinances, resolutions, rules, regulations
and official policies and the Project Approvals, the Project Approvals shall prevail.
Ordinances, resolutions, rules, regulations and official policies governing design,
improvement and construction standards and specifications applicable to public improvements to be
constructed by DEVELOPER shall be those in force and effect at the time of the applicable permit approval
for the public improvement.
6.3 Uniform Codes Applicable. Unless expressly provided in Paragraph 5 of
this Agreement, the. Project shall be constructed in accordance with the provisions of the Uniform Building,
Mechanical, Plumbing, Electrical and Fire'Codes and Title 24 of the California Code of Regulations, relating
to Building Standards, in effect at the time of approval of the appropriate building, grading, or other
construction permits for the Project.
7. Subsequently Enacted Rules and Requlations.
7,1 New Rules and Requlations. During the term of this Agreement, the CITY
may apply new ormodified ordinances; resolutions, rules, regulations and official policies'of the CITY to the
Property which were not in force- and effect.on the, effective date of this Agreement and which are not in
conflict with those applicable to the Property as set forth in this Agreement and the Project Approvals if: (a)
the application of such new or modified ordinances, resolutions, rules, regulations or official policies would
not prevent, impose a financial burden on, or materially delay development of'the Property as contemplated
by this Agreement and the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or
official policies have general applicability.
7.2 Approval of Application. Nothing in this -Agreement shall prevent the CITY
from denying or conditionally approving any subsequent land use permit or authorization for the Project on
the basis of such:new:or modified ordinances, resolutions, rules, regulations and policies except that such
subsequent actions shall ,be subject to any conditions, terms, restrictions, and requirements expressly set
forth herein.
7.3 Moratorium Not Applicable. Notwithstanding anything to the contrary
contained herein, in the event an ordinance, resolution or other measure is enacted, whether by action of
CITY, by initiative, referendum, or otherwise, that imposes a building moratorium which affects the Project
on all or any part of the Property,. CITY agrees that such ordinance, resolution or other measure'shall not
apply to the Project, the Property, this -Agreement or the Project Approvals unless the building moratorium
is imposed as part,of a declaration of a local emergency or state of emergency" as defined in Government
Code §8558.
7.4 Timinq of Development. 'The parties agree that.it is extremely difficult for
the parties to presently predict when or at what-ratel or in whafierder portions of the Project would be
developed on,the. Property. Such decisions depend upon numerous factors which are not all within the
control of DEVELOPER, such as market orientation and demand, interest rates, competition and other
similar factors:: Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo,
37 Cal.3d 465 (1.984); that the failure of the parties therein to provide for the timing of development resulted
in a later adopted initiative restricting the timing of development.and controlling the parties' agreement, it is
the intent of CITY and DEVELOPER,to hereby acknowledge and provide for the right of DEVELOPER to
develop the Project. in such order and at such rate and times as. DEVELOPER deems appropriate within the
exercise of its prudent business judgment. CITY acknowledges that such a right is consistent with the
intent, purpose and understanding of the parties to this Agreement, and that without such a right,
DEVELOPER's _development of the Project would be subject to the uncertainties sought to be voided by the
Development Agreement Act, the Development Agreement Ordinance and this Agreement.
8. Subsequently Enacted or Revised. Fees, Assessments and Taxes.
8.1 Exactions, Dedications. CITY and DEVELOPER agree that the
exactions required in connection with the development of the Project Approvals for purposes of mitigating
environmental and other impacts of the Project, providing infrastructure for the Project and complying with
the Specific Plan shall be those setforth in the Project.Approvals and in'.this Agreement (including Exhibit
B). The CITY shall not impose other dedications of land, or construction of any public improvement or
facilities in connection with any subsequent discretionary approval ,for the Property, except as set forth in
the Project Approvals and this Agreement (including Exhibit B, and subparagraph 5.3:5).
8.2Revised Application Fees. Any existing application, processing and
inspection fees that are revised during the term of thisAgreement shall apply to the Project provided that
(1) such fees have general applicability; (2) the application of such fees to the Property is prospective; and
(3) the application of such fees, would not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does,not waive its rights to challenge the legality of any such application,
processing land/or inspection fees.
. 8.3 New Taxes. Any subsequently enacted city-wide taxes shall apply to the
Project provided that- .(1) the application, of such taxes to .the Property is, prospective; and (2) the
application of such taxes would not prevent development in accordance with this Agreement. By so
agreeing. DEVELOPER does not waive its rights to.challenge thedegality of any such taxes.
8.:4 Assessments. Nothing herein shall be construed to relieve the Property
from assessments levied'against it by CITY pursuant'to any statutory procedure for the assessment of
property to pay for infrastructure and/or services which benefit the Property.
8.5 Vote on Future Assessments and Fees. In the event that any
assessment, fee or charge which is applicable to the Property is subject to Article MID of the Constitution
and DEVELOPER does not return, its ballot, DEVELOPER agrees, on behalf of itself and its successors,
0
that CITY may count DEVELOPER's ballot as affirmatively voting in favor of such assessment, fee or
charge.
9. Amendment or Cancellation.
9.1 Modification. Because of Conflict with State or Federal Laws. In the event
that state or federal laws or.regulations-,enacted after the effective date of.this Agreement prevent or
preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or
permits approved by the CITY, the
parties shall meet`and confer in good faith in a reasonable attempt`to modify this Agreement to comply with
such federal or state law or regulation. Any such amendment or suspension of the Agreement shall be
approved by the City Council in accordance with the Municipal Code.
9.2 Amendment by Mutual Consent. This Agreement may be amended in
writing from time to time by mutual consent of the paries hereto and in accordance with the procedures of
State law and the Municipal Code.
9.3 Insubstantial Amendments. Notwithstanding the provisions of the
preceding section 9.2, any amendments to this Agreement which do not relate to (a) the term of the
Agreement as provided in section 4.2; (b) the permitted uses of the Property as provided in section 5.2; (c)
provisions for "significant" reservation &,dedication of land as provided in Exhibit B; (d) conditions, terms,
restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the
Project; (f) the maximum height or size of proposed buildings; or (g) monetary contributions by
DEVELOPER as provided in this Agreement, shall not, except to the extent otherwise required by law,
require notice or public hearing before either the Planning Commission or the City Council before the
parties may execute an amendment hereto. CITY's City Manager shall determine whether a reservation or
dedication is "significant".
9.4 Amendment of Proiect Approvals. Any amendment of Project Approvals
relating to: (a) the permitted use of the Property; (b) provision for reservation or dedication of land; (c)
conditions, terms, restrictions or requirements for subsequent discretionary actions; (d) the density or
intensity of use of the Project; (e) -the maximum height or size,of proposed buildings; (f) monetary
contributions by the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER shall
require an amendment of this Agreement. Such amendment shall be limited to those provisions of this
Agreement which are implicated by the amendment of the Project Approval. Any other amendment of the
Project Approvals„ or any of them, shall not require amendment of this Agreement unless the amendment
of the Project Approval(s) relates specifically to some provision ofthis Agreement.
9.5 Cancellation by Mutual Consent. Except as otherwise permitted, herein,
this Agreement may be canceled in whole or in part only by the mutual consent of the parties or their
successors in interest; in accordance with the provisions of the Municipal Code. Any fees paid pursuant to
Paragraph 53 and Exhibit B of this -Agreement prior to the date of cancellation shall be retained by CITY.
10. Term of Proiect Approvals.
Pursuant to California Government Code Section 66452.6(a), the term of any parcel
map shall automatically be extended for the term of this Agreement. The term of any other Project
Approval shall be extended only if so provided in Exhibit B.
11. Annual Review.
11.1 Review -Date. The annual review date for this Agreement shall be August
15 and each August 15 thereafter:
11.2 , Initiation of Review. The CITY's Community Development Director shall .
initiate the annual review by.giving to DEVELOPER twenty (20) days' written notice that the CITY intends to
undertake such review. DEVELOPER shall provide evidence to the Community Development Director prior
to the hearing on the annual review, as and when reason ablydetermined necessary by the Community
Development Director., to demonstrate good"faith compliance with the provisions of the Development
Agreement. The burden of proof by substantial evidence of compliance is upon the DEVELOPER.
11.3 Staff Reports. CITY shall deposit in the mail and fax to DEVELOPER a
copy of all staff reports, and related exhibits concerning contract performance at least three (3) days prior to
any annual review and shall make every effort to fax copies five (5) days in advance.
11.4 Costs. Costs reasonably incurred by CITY in connection with the annual
review shall be paid by DEVELOPER in accordance with the CITY's==schedule of fees in effect at the time of
review.
12. Default.
Subject to any:applicable extension of time., failure by any -party to perform any term
or provision of this Agreement required to be performed by 'such party shall constitute an event of default
("Event of Default"). For purposes 6f -this Agreement, a party claiming another party is in default shall be
referred to as the "Complaining Party," and the party alleged ,to be in default.shall be referred to as the
"Party in Default." Provided, a. Complaining Party shall not.exercise any of its remedies as the result of
such Event of Default unless, such Complaining Party first gives.notice to the Party in Default as provided in
paragraph 12.1; and the Party in Default fails to cure such Event.of'Default within the applicable cure
period.
12.1 Procedure Reqardinq Defaults.
12.1.1 Notice. The Complaining Party shall give written notice of
default to the Party in Default, specifying the default complained of'by the. Complaining Party. Delay in
giving such notice shall not constitute a waiver of any default nor shall' it change the time of default. .
12.1.2 Cure. The Party in Default shall diligently endeavor to
cure, correct or remedy"the matter complained of, provided such cure, correction or remedy shall be
completed within the.applicable time period set forth herein after receipt of written notice (or such additional
time as may be deemed by the Complaining Party to be reasonably necessary to correct the matter).
12.1.3 Failure to Assert. Any failures or delays by a
Complaining Party in asserting any of its rights and remedies as to any de shall not operate as a waiver
of any default or of'any such, rights or remedies.. Delays by a Complaining Party in asserting any of its rights
and remedies shall not deprive the Complaining Party of its right to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.
12.1.4 Payment of Money. If an Event of Default occurs
with respect to (a) the payment of money, or (b) the submission of documents, prior to exercising any
remedies, the Complaining Party shall give the Party in Default written notice of such default. The Party in
Default shall have a period of sixty (60) days after such notice is given within which to cure the default prior
to exercise of remedies by the Complaining Party.
12.1.5. Notice of Default. If an Event of Default occurs with respect to
any other obligation, prior to exercising any remedies, the Complaining Party shall give the Party in Default
written notice of such default. If thedefaulfls reasonably capable,of being cured within thirty (30) days, the
Party in Default shall have such period to effect a cure prior to exercise of remedies by the Complaining
Party. If the nature of the alleged default is such that itcannot practicably be cured within such 30 day
period and the default pertains to an obligation other than (a) the payment of money, or (b) the submission
of documents, the cure shall be deemed to have occurred within such 30 day period if (w) the cure is
commenced at the earliest,practicable.date following receipt of the notice; ,(x) the cure is diligently
prosecuted to completion at all times thereafter; (y) at the earliest practicable date (in no event later than
thirty (30) days after the curing party's*receipt of the notice), thecuring party provides ,written notice to the
other party that the cure cannot practicably be�completed within such 30 day period; and (z) the cure is
completed at the earliest practicable date. In no event shall Complaining Party be precluded from
exercising remedies if a default is not cured within one hundred eighty '(180) days after the first notice of
default is given.
12.1.6 Legal Proceedings.Subject to the foregoing, if the Party
in Default fails to cure a default in accordance with the foregoing, the Complaining Party, at its option, may
institute legal proceedings pursuant to this Agreement or, in the event of a material default, terminate this
Agreement. Upon the occurrence of an event of default, the parties may pursue all other remedies at law or
in equity which are not otherwise provided for or prohibited by this.Agreement or in the City's regulations
governing development agreements, expressly including the remedy of specific performance of this
Agreement.
12.1.7 Annual Review, Without,limitation, evidence of default
may arise in the:course of the regularly scheduled annual review described, in Paragraph 11.
12.1.8 Termination. ,If CITY elects to consider terminating this
Agreement due to a material,default of DEVELOPER, then CITY shall give a notice of intent to terminate
this Agreement and the matter shall be scheduled for consideration and review by the City Council in the
manner set forth in California Government Code Sectionsl 65867 and 65868. If the City Council
determines'that a material default has occurred and is continuing, and elects to terminate this Agreement,
CITY shall give written notice.of termination of this Agreement to 'DEVELOPER and thisAgreement shall -be
terminated thereby; provided, however, that DEVELOPER reserves any and all rights it may have to
challenge in court CITY's termination of this Agreement.
12.2 No Damaqes Aqainst CITY. In no event shall monetary damages be
awarded against'CITY upon an event of default or upon termination 'of this Agreement.
13'. ' Estoppel Certificate.
Any party may, at any time, and from time to time, request written notice from the
other party requesting such party to certify in writing that, (a) this Agreement is in full force and effect and a
binding obligation of the parties, (b) this Agreement has not been amended or modified either orally or in
writing, or if so amended, identifying the amendments, and (c) to the knowledge of the certifying party the
requesting party is not in default in the performance of its obligations under this Agreement, or if in default,
to describe therein'the nature and amount of any such defaults. A party receiving a request hereunder
shall execute and return such certificate within thirty (30) days following; the receipt thereof, or such longer
period as may reasonably be, agreed to by, the parties. City Manager of CITY shall be authorized to
execute any certificate requested by DEVELOPER. Should :the. party receiving the request nof.execute and
return such certificate within the applicable period, this shall -not be deemed to be a default, provided that
such party.shall be deemed to have certified that the statements in clauses (a) through (c) of this section
are true, and any party may rely on such deemed certification.
14. Mortgagee Protection; Certain Riqhts of Cure.
14.1 Mortgagee Protection. This Agreement shall be superior and senior to
any lien placed upon the Property, or any portion thereof after the date of recording, this Agreement,
including the lien for any deed of trust or mortgage ("Mortgage")., Notwithstanding the foregoing, no breach
hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good .faith and for
value, but all the terms and conditions contained in this Agreement shall bebinding upon and effective
against any person ror entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") who
acquires title to the Property, or any portion thereof, by -foreclosure, trustee's sale, deed in lieu of
foreclosure, or otherwise.
14.2 Mortgagee Not Obliqated. Notwithstanding the provisions of Section 14.1
above, no Mortgagee shall have any obligation or duty under this Agreement, before or after foreclosure or
a deed in lieu of'foreclosure, to construct or complete the construction of improvements, or to guarantee
such construction of improvements, or to guarantee such construction or completion, or to pay, perform or
provide: any fee, dedication, improvements or other exaction or imposition; provided, however, that a
Mortgagee,shall not be entitled to devote the Property to any uses or to construct any improvements
thereon other than those uses or,improvements provided for or authorized by the Project Approvals or by
this Agreement.
14.3 Notice of Default to Mortgagee and Extension of Riqht to Cure. If CITY
receives notice from a Mortgagee requesting a copy of any notice of default given DEVELOPER hereunder
and specifying, the address for.service thereof, then CITY shall deliver to such Mortgagee; concurrently with
service thereon to DEVELOPER, any notice given.to DEVELOPERwith respect to any claim by CITY that
DEVELOPER has committed an event of default. Each Mortgagee shall have the right during the same
period available to DEVELOPER to cure or remedy, or to commence to cure or remedy, the event of default
claimed set forth in the CITY's notice. CITY,,through its City Manager, may extend the cure period
provided in section 12.1.4 for not more than an additional sixty (60) days upon request of DEVELOPER or
a Mortgagee.
10
15. Severabilitv.
The unenforceability, invalidity or illegality of any provision, covenant, condition or
term of this Agreement shall not render the other provisions unenforceable, invalid or illegal.
16. Attornevs' Fees and Costs.
If CITY or DEVELOPER initiates any action at law or in equity to enforce or interpret
the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs in addition to any other relief to which it may otherwise be entitled. If any person
or entity not a party to this Agreement initiates an action at law or'in equity to challenge the validity of any
provision of this Agreement or the Project Approvals, the parties shall cooperate and appear in defending
such action. DEVELOPER shall bear its own costs of defense as a real party in interest in any such action,
and DEVELOPER shall reimburse CITY on an equal basis for all.reasonable court costs and attorneys' fees
expended by CITY in defense of any such action or other proceeding.
17. Transfers and Assianments.
17.1 DEVELOPER's Right to Assign. All of DEVELOPER's rights, interests
and obligations hereunder may be transferred; sold or assigned in conjunction with the transfer, sale, or
assignment of the Property subject hereto at any time during the term_of this Agreement, provided that no
transfer, sale or assignment of DEVELOPER's rights, interests and obligations hereunder shall occur
without the prior written notice,to CITY andapproval by the City Manager; which approval shall not be
unreasonably withheld or delayed. The City Manager shall consider and decide the matter within 10
working days after DEVELOPER's notice -provided and receipt by, City Manager of all necessary
documents, certifications and other information required by City Manager to decide the matter. In
considering the request, the City Manager shall base the decision upon the proposed assignee's
reputation, experience, financial resources and access to credit and capability to successfully carry out the
development of the Property completion. The City Manager's approval shall 'be for the purposes of: a)
providing notice to CITY; b) assuring that all obligations of DEVELOPER are allocated as between
DEVELOPER and, the proposed purchaser, transferee or assignee; and c) assuring CITY that the proposed
purchaser; transferee or assignee is capable of performing the DEVELOPER's obligations hereunder not
withheld by DEVELOPER pursuant to section 17.3. Notwithstanding the foregoing, provided notice is given
as specified in Section 23, no CITY approval shall be required for any transfer, sale, or assignment of this
Agreement to: 1) any entity .which is an affiliate or subsidiary of DEVELOPER; 2) any Mortgagee; or 3) any
transferee of a Mortgagee. lfthe City Manager fails to. act within ten (10) working days, such transfer, sale
or assignment shall be deemed approved.
17.2 Release Upon Transfer. Upon the transfer, sale, or assignment of all of
DEVELOPER's rights, interests and obligations hereunder pursuant to section 17.1 of this Agreement,
DEVELOPER shall be released from the obligations under this Agreement, with respect to the Property
transferred, sold, or assigned, arising subsequent to the date of City Manager approval of such transfer,
sale, or assignment; provided, however, that if any transferee, purchaser, or assignee approved by the City
Manager'expressly assumes all of the rights, interests and obligations of DEVELOPER under this
Agreement, DEVELOPER shall.be,released with respect to all such rights, interests and assumed
obligations. In any event, the transferee, purchaser, or assignee shall be subject.to all the provisions
I
hereof and shall provide all °necessary documents, certifications and other necessary information prior to
City Manager approval.
17.3 Developer's Riaht to RetainSpecified Rights or Obligations.
Notwithstanding sections 17.1 and 1.7.2 and section 18, DEVELOPER may withhold from a sale, transfer or
assignment of this Agreement certain rights; interests and/or obligations which DEVELOPER shall retain,
provided that DEVELOPER,specifies such rights, interests and/orobligations in a written document to be
appended to this Agreement and recorded with the Sonoma County Recorder prior to the sale, transfer or
assignment of the Property. DEVELOPER's purchaser, transferee or assignee shall then have no interest
or obligations for such rights, interests and obligations and this Agreement shall remain applicable to
DEVELOPER with respect to such retained rights, interests and/or obligations.
1'8. Agreement Runs with the Land.
All of the provisions, rights, terms, covenants, ;and obligations contained in this
Agreement shall be binding upon the parties and their respective heirs, successors and assignees,
representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any
interest therein, whether by operation of law or in any manner whatsoever. All of the provisions of this
Agreement shall be enforceable as equitable,servitude and shall constitute covenants running with the land
pursuant to applicable laws, including, but not limited to, Section 1468 of the Civil Code of the State of
California. Each covenant to do,.or refrain from doing, some act on the Property hereunder, or with respect
to any owned property, (a) is for the benefit of such properties and is a burden upon such properties, (b)
runs with such properties, and (c) is binding upon each party and each successive owner during its
ownership of such properties or any portion. thereof, and shall be a' benefit to and a burden upon each party
and its property hereunder and each other person succeeding to an interest in :such properties.
19. Bahkruptcv.
The obligations of this Agreement shall not.be dischargeable -in bankruptcy.
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harmless CITY, and its elected
and appointed councils,�boards,.commissions, officers, agents, employees, and representatives from any
and all claims, costs (including legal fees and costs) and liability for'any personal injury or property damage
which may arise directly or indirectly as a result of any actions or inactions by the DEVELOPER, or any
actions or inactions of DEVELOPER's contractors, subcontractors, agents, or employees in connection with
the construction, improvement, operation, or mainte'nance,of the Project, provided that DEVELOPER shall
have no -indemnification obligation with respect to negligence or wrongful conduct of CITY, its contractors,
subcontractors, agents or employees or with respect to theL maintenance, use or condition of any
improvement after the time it -.has been dedicated to and accepted by the CITY or another public entity
(except as. provided in:an improvement agreement or maintenance bond). If CITY is named as a party to
any legal action, CITY will cooperate with DEVELOPER, will appear in such action and will not
unreasonably withhold approval of a settlement otherwise acceptable to DEVELOPER. If CITY is named
as a party to any legal action, CITY will cooperate with DEVELOPER, will appear in'such action and will not
unreasonably withhold approval of a settlement otherwise acceptable to DEVELOPER. Provided,
however, the provisions of this paragraph shall not obligate Developer to indemnify CITY in the event of
12
claims, costs or liability which arises from the design of public improvements installed by Developer and
inspected and accepted by CITY.
21. Insurance.
21.1 Public Liabilitv and Propertv Damaqe Insurance:
At all times that DEVELOPER is constructing any improvements that will become
public improvements, DEVELOPER shall maintain in effect a policy of comprehensive general liability
insurance with a per -occurrence combined single limit of not less than one million dollars ($1,000,000.00)
and a deductible of not.more'than ten thousand dollars ($10,000.00.) per claim. The policy so maintained
by DEVELOPER shall name the CITY as an additional insured and shall include either a severability of
interest clause or cross -liability endorsement.
21.2 Workers -Compensation Insurance.
At all times that.'DEVELOPER is constructing any improvements that will become
public improvements, DEVELOPER shall maintain Worker's Compensation insurance for all persons
employed by DEVELOPER for work at -the Project site. DEVELOPER shall require each contractor and
subcontractor similarly to provide Worker's Compensation insurance for its respective employees.
DEVELOPER agrees to indemnify the CITY for any damage resulting from DEVELOPER's failure to
maintain any such insurance.
21.3 Evidence of.lnsurance.
Prior to commencement of construction of any improvements which will
become public improvements, DEVELOPER shall furnish CITY satisfactory evidence of the insurance
required in Sections 21.1 and 21.2 land evidence that the carrier is required to give the CITY at least fifteen
days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend
to the CITY, its elective and appointive boards, commissions, officers; agents, employees and
representatives and to DEVELOPER performing work on the.Project.
22. Excuse for Nonperformance.
DEVELOPER and CITY shall be excused from performing any obligation or
undertaking provided in this Agreement, except any obligation to pay any sum of money under the
applicable provisions hereof, in the event and so long as the performance of any such obligation is
prevented or delayed, retarded or hindered by act of God, fire, earthquake, flood, explosion, action of the
elements, war, invasion, insurrection, riot, mob violence, sabotage,. inability to procure or general shortage
of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strikes,
lockouts, action of labor unions, condemnation, requisition, laws; orders of governmental, civil, military or
naval 'authority„ or any other cause, whether similar or dissimilar to the foregoing, not within the control of
the Party claiming the extension of time to perform. The Party claiming such extension shall send written
notice of the claimed extension to the.other Party within thirty (30) days from the commencement of the
cause entitling the Partyto the extension.
13
of Petaluma.
23. Sewer and Water.
DEVELOPER acknowledges that it .must obtain Water and sewer permits from the City
24. Notices.
All notices required or provided for under this Agreement shall be in writing. Notices
required to be given to CITY shall be addressed as follows:
City Manager
City of Petaluma
11 English Street
Petaluma; CA 94952
Notice required to be given to DEVELOPER shall be addressed as follows:
With a copy to:
Basin Street Properties
1318 Redwood Way
Suite 140
Petaluma, CA 949.54
Attention:. Matthew T. White, President
Law Offices of Paul Andronico
25 Gregory Drive
Fairfax, CA 94930
A party may change address by giving notice in writing to the other party and thereafter all notices shall be
addressed and transmitted to the new address. Notices shall, be deemed given and received upon
personal delivery; or if'mailed, upon the expiration of 48 hours after being deposited in -the United States
Mail. Notices may also be given by°overnight courier'which shall be deemed given the -following day or by
facsimile transmission which shall be deemed given upon verification of receipt.
25. Recitals.
The foregoing Recitals are true and correct and are made a part hereof.
26. Agreement is Entire Und'erstandinq.
This Agreement constitutes the entire understanding and agreement of the parties.
27. Exhibits.
The following documents are referred to in this Agreement and are attached hereto
and incorporated herein as though set forth in full:
14
Exhibit A Legal Description of Property
Exhibit.B Additional Conditions and Master Plan
28. Counterparts.
This Agreement is executed in three (3) duplicate originals, each of which is deemed
to be an original.
29. Recordation.
CITY shall record,a copy of this Agreement within ten days following execution by all
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date and year first above written.
CITY OF PETALUMA:
By�r�,�(.a.�.--- Date:
Mike Bierman l
City Manager
Attest:
By: C.(, Dater
City Cler
.Approved as to Form:
City Attorney
BASIN STREET PROPERTIES, a
Ca ifornia corporation (B, sin, Street):
g%
Date:
Matthew T. White `
President
15
STATE OF CALIFORNIA )
)ss.
OF jftnlx► )
On before meA tdAtl A . b mmoApersonally appeared, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the,person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature �&tP,1�
STATE OF CALIFORNIA )
OF 56)ss.
►��
GAYLE PETEf2SEN
•Commission # 1314145 Z
_Notary public - California
zr Alameda County
MyCorr n. Expires Aug ie, 2005
On 9 -Its [04 before me, WAt Y O T. W�ILP , personally appeared, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature
16
r �.... JENNIFERJ.TOM PKI NS
U : , 'COMM. 1366537
e NOARY PUBLIC CALIFORNIA n
SONOMA COUNTY -�
My.Comm. Expires July 26. 2006
Exhibit A
Legal Description of Properties
17
Cinema
(Victory Chevrolet)
Legal Description
18
Policy No. SV
3595S30 Page 1 of
Schedule C
SCHEDULE C
The land referred to in this policy is situated in the County of Sonoma. Citv of
Petaluma, State of California, and is described as follows:
PARCEL ONE:
LOTS 150, 151, 152, 153, 154, and 155 as said Lots are numbered and
designated upon Stratton's Official Map of the City of Petaluma.
SAVING AND EXCEPTING, however, from Lot 150 the following described
portion:
BEGINNING at the Southeasterly corner of Lot 150,, as said Lot is laid down
and designated upon the Official Map of the City of Petaluma as made by
Ins. T. Stratton, Esq., Surveyor, said point being the intersection of the
Northeasterly side line of C Street; thence Northwesterly, along the
Northeasterly line of Thi -rd Street, 68 feet and 10-1/2 inches, more or
less, to a brick wall running in a Southwesterly -Northeasterly direction;
thence Northeasterly and along the Southeasterly side of said brick wall, 98
feet and 3-3/4 inches, more or less, to a brick wall running in a
Northwesterly -Southeasterly direction; thence Southeasterly, and along the
Southwesterly side of said brick wall, 68 feet 8 inches, more or less, to
the Northwesterly side line of C Street; thence Southwesterly and along the
Northwesterly line of C Street, 98 feet 5-3/4 inches to the point of
beginning;. and being the Southeasterly portion of said Lot 150.
A.P. Wos. 008-065-062, 004, and 005
PARCEL TWO:
BEGINNING at the Southeasterly corner of Lot 150, as said Lot is laid down
and designated upon the Official Map of the City of Petaluma as made by Ins.
T. Stratton, Esq., Surveyor, said point being the intersection of the
Northeasterly side line of Third Street with the' Northwesterly side line of
C Street; thence Northwesterly, along the Northeasterly line of Third
Street, 68 feet and 10-1/2 inches, more or less, to a brick wall running in
a Southwesterly -Northeasterly direction; thence Northeasterly and along the
Southeasterly side of said brick wall, 98 feet and 3-3/4 inches, more or
less, to a brick wall running in a Northwesterly -Southeasterly direction;
thence Southeasterly, and along the Southwesterly side of said brick wall,
68 feet 8 inches, more or less, to the Northwesterly side line of C Street;
thence Southwesterly and along the Northwesterly line of C Street, 98 feet
5-3/4 inches to the point of beginning; and being the Southeasterly portion
of said Lot 150.
A.P. No. 008-065-003
19
Theater Square
Legal Description
20
OLD REPUBLIC TITLE
COMPANY ORDER
NO. 0812000596 -JJ
The land referred.to in this Report is situated in the County of Sonoma, City_ of
Petaluma, State of California, and is,described as.follows:
PARCEL ONE:
LOTS NUMBERED 102, 107 and 108, as shown upon the map entitled, "Map of
the City of Petaluma, 'Sonoma County, California, survey under the
instructions from the Board of Trustees of said City and the U.S.
Surveyor General by Jas. T- Stratton, U.S. Dep. Surveyor, December 1865,
filed in the office of the County Recorder of Sonoma County, California,
on December 30, 1865."
EXCEPTING THEREFROM that portion conveyed by deed recorded March 8, 1946
under Recorder's Serial No. C-12479 in Book 684 of Official Records, Page
171, Sonoma County Records.
ALSO EXCEPTING THEREFROM that portion conveyed by deed recorded March
3, 1952 under Recorder's) Serial No. D-61694, Book 1111 of Official
Records, Page 390, Sonoma County Records.
A.P. No. 008-066-006
PARCEL TWO:
LOT 103, as shown on the map of Stratton's Map of the City of Petaluma.
A.P. No. 008-066-003
PARCEL THREE:
BEING a portion of Lots 102 and 107 and all of Lot 106, as said lots
are delineated on Stratton's Map of the City of Petaluma, and more
particularly described as follows:
BEGINNING at an iron pin driven on the Northeasterly line 'of Third Street
at a_point marking the common corner to Lbts'103 and 106 of said
Stratton's Map.
THENCE from the said -point of beginning and along the common lot line
between Lot 103.and Lots 106 and 102 North, 2,50 47' 30" East,, 200 feet to
an iron pin driven on the Southwesterly line of Second Street and said
pin marking the common corner to Lots 102 and. 103; thence along said
Second .Street. North 640 02' West 69.5 feet to an iron pin; thence leaving
said Second Street, South 250 56' West 120.0 feet to an iron pin; thence
South 640 02' East 18.00 feet to an iron pin; thence South 250 55' West
80.0 feet to an iron pin driven on the Northeasterly line of Third Street;
21
thence along Third Street South 64° C2' East 52.0 feet to the point of
beginning. A.P.. No. 008-066-002
22
OLD REPUBLIC TITLE
COMPANY ORDER NO.
0612000596 -JJ
PARCEL FOUR:
BEING a portion of Lot 102, according to the Jas.. T. Stratton Map of the
City of Petaluma, as filed for record December 30, 1865 andparticularly
described as follows:
BEGINNING at a 1/2" steel pin marking the Northwest corner of Lot 102;
thence along the Southerly line of Second Street, S.- 641 04' E. 6.-2.0 feet to
a 3/4" pipe at the Northwest corner of the Carl E. Peterson lot described in
the deed recorded in Book 684. of Official Records, Page 171, Sonoma County
Records; thence Southerly parallel to the Easterly line of C Street and
along the Westerly line of Peterson 69.3 feet to a 1/2" pipe; thence Westerly
parallel to the Southerly .line of Second Street, 82.0 feet to a 1/2" pipe on
the Easterly line of C Street; thence Northerly along C Street 69.3 feet to
the point of beginning.
A.P. No. 008-066-007
PARCEL FIVE:
LOT 104 as said Lot is shown and delineated upon that certain Map of the City
of Petaluma, Sonoma County, California, Survey under the instructions of the
Board of Trustees of said City and the U. S. Surveyor General, by Jas. T.
Stratton, U. S. Dep, Surveyor, December, 1865, filed .in the office of the
County Recorder of Sonoma County, California, on December 30, 1865.
PARCEL SIX:
BEING all of Lot No. 105 as the same is marked and numbered on the Official
Map of said City of Petaluma, made by Jas T. Stratton, U. S. Deputy Surveyor
General, for the State of California, said lot is situate on the Northwest
corner of Third and D Streets and fronts 49.5 feet on Third Street and runs
back to Third Street and runs back to Second Street a distance of 200 feet.
BEING the same premises conveyed to Mary E. Armstrong by James Armstrong by
Deed dated July 3, 1911 and recorded July 5, 1911 in Book 277 of Deeds, page
211, of Sonoma County Records.
EXCEPTING THEREFROM that portion contained in the Deed to the City of
Petaluma recorded April 27, 1970 in Book 2457, Page 880, Sonoma County
Records.
A. P. No. 008-066-009
23
Garage
(Ramatici)
Legal Description
24
OLD REPUBLIC TITLE
COMPANY ORDER
NO. 213717 -JJ 2ND
SUPPLEMENTAL
The land referred to in this Report is situated in the County of Sonoma, Citv of Petaluma.
State of California, and is described as follows:
25
J
BEGINNING at the most Easterly corner of Lot 98 of the City of Petaluma,
according to.the Official Map of said City made by Jas. T. Stratton,
Deputy Surveyor, and filed in the Office of the County Recorder of
Sonoma County on December 30, I8S5, said corner being at the corner of
First and "D" Streets,, and running thence Northwesterly', and along the
Southwesterly line of First Street, a distance of 151.8 feet to the most
Easterly corner of Lot 99 as shown on the aforementioned Map; thence
Southwesterly and along the Southeasterly line of Lot 99, a distance of
100 feet to a point; thence Southeasterly, and parallel with First
Street, a distance of 151.8 feet to the Northwesterly line of "D"
Street; thence Northeasterly.and along the Southeasterly line of Lot 98,
a distance of 100 feet to the point: of beginning.
A.P. No. 008-OS8-003
Description
Legal
26
OLD REPUBLIC TITLE
COMPANY ORDER
NO. 21371 --JJ
The land referred.to in this Report is situated in the Count}' of Sonoma, Citv of Petaluma
State of California, and is described as follows:
PARCEL ONE:
LOT 59 as same is shown en the Official Map.of, the City of Petaluma, made
by James T. Stratton, United States Deputy Surveyor General, on file in
the office of the County Recorder of Sonoma County, California.
A. P. No. 008-068-002 :a?
PARCEL TWO:
LOTS 100 AND 101 as the same are laid down and designated upon the
Official Map of the City of Petaluma, as made by Jas. T. Stratton, Esq'.,
United States, Deputy Surveyor, and being further described as fronting
100 feet on C Street, and extending back an.equal width 149.9 feet on
Second Street.
BEING the same property as described in that certain Deed, Dr. G. R.
Hubbe
11, as
executor of the Last Will and Testament of Johanna Kohler, deceased, to
George
P. McNear, dated March-3.1st, 1922 and thereafter.recorded April 3rd,
1
922, in
Book 7 of Official Records, page 455, Sonoma County Records.
A.P. No. 008-063-001
27
Waterfront Building
(Bar Ale)
Legal Description
28
OLD REPUBLIC TITLE
COMPANY ORDER
NO. 0812000'521 -JJ
The land referred to in this Report is situated in the County of Sonoma, Citv of Petaluma,
State of California, and is described as follows:
Commencing at the Northeasterly corner of First and D Streets; thence
running Easterly along the Northerly line of First Street, 100 feet;
thence at right angles Northerly 190 feet, more or less, to the Northerly
line of Lot or Block Number 96, according to the Official Map of said
City of Petaluma,- thence Westerly, along the said Northerly line of said
Lot or Block No. 96,, 100 feet, more or less, to the Easterly line of D
Street; thence Southerly along said Easterly line of D Street, 182 feet
to the point of beginning.
And being the same lands as is described and set forth in that certain
deed, California Gas_ and. Electric Company, a corporation, etc., to Frank
K. Lippitt, dated November 5th, 1904 and recorded in Liber 215 of Deeds,
Page 389,,Sonoma County Records, which said deed is hereby referred to
and made a part hereof.
A.P. No. 008-121-001
29
River R®w Apartments
(McNab)
Legal Description
30
OLD REPUBLIC TITLE
COMPANY ORDER
NO. 214277 -JJ
The land referred to in this Report is situated in the County of Sonoma, Citv of
Petaluma, State of California, and is described as follows:
(A) COMMENCING at the point of intersection of the Northeast line of
First Street with the extension Northeasterly of the Southeasterly line
of F Street extended.; thence along the Northeasterly line of First
Street, North 540 02' West 384.8 feet to the most Southerly corner of Lot:
96; thence North 250 58' East along the Southeasterly line of said Lot 96,
201. S feet to Petaluma Creek; thence along the Southwesterly line of
said creek and the present canal in a Southeasterly direction to a point
which bears North 2'50 58' East 300 feet distant from the point of
commencement; thence South 256 58' West 200 feet to the point of
commencement.. Being a portion of Lot 45, Stratton's Official Map of
Petaluma.
(B) COMMENCING at the most Southerly co.rner of Lot 96 as numbered and
designated UTDCII the 'map entitled, "Map of the City of Petaluma, Sonoma
County, California", etc., surveyed by Jas . T. Stratton_, recorded December
30, 1865, Sonoma County Records; thence North 6.40 92' West along the
Northeasterly line of First Street a distance of 267.4 feet to a point
from which the most Westerly corner of said Lot 96 bears North 640 02'
West, 110 feet distant; thence North 250 56' East 190 feet to Petaluma
Creek; thence along said•creek South 860 East 258_.3 feet to the most
Easterly corner of said Lot 9,6; thence along the dividing line between
Lots 45 and 96, South'250 58' West 207. 5 feet to the point of
commencement. Being a portion of Lot 96 of Stratton's Official Map of the
City of Petaluma.
A. P. Nos. 008-121-0071 008, 009, 010, 011 and 012
31
Exhibit B Additional Conditions
B-1 Mitigation Conditions (5.3.2)
B=2 Phasing, Timing (5.3.3)
B-3 Financing Plan (5.3.4)
B-4;Fees, Dedications (5:3.5)
B-5 Master Plan & Permitted Uses (5.2)
32
Exhibit B-1
Mitigation Conditions (5.3.2)
See the Following Reporting/Monitoring Record- Mitigation Measures
33
Mitigation Measures and Monitoring
Geology and Soils Mitigation Measures
The following mitigation measure from the CPSP EIR (13-4) is repeated below and will be applied
to the proposed development plan.
1. A geologic report: shall be provided to the City of Petaluma Community
Development/Building,Division prior to the issuance of any future grading/building permit.
The geologic report shall describe potential hazards and identify engineering specifications
necessary to reduce all ground failure risks to an acceptable level. If applicable based on a.
determination by the City of Petaluma Building Division, the City may require a geotechnical
engineer or engineering geologists certification that ground failure risks have been reduced to an
acceptable.level.
Air Mitigation Measures
The following mitigation measures from the CPSP EIR (11-1 and 11-2) are repeated below
and will be applied to the proposed development plan.
1. Where applicable, the following dust control measures shall be implemented by
construction contractors during all phases of construction:
Water all active construction areas at least twice daily.
Pave, apply water three times daily, or apply (nontoxic) soil stabilizers on all
unpaved access roads, parking areas and staging areas at construction sites.
Sweep daily (with water sweepers) all paved. access roads, parking areas and
staging areas at construction sites.
Sweep streets daily (with water sweepers) if visible soil material is carried onto
adjacent public streets.
• Hydroseed or apply (nontoxic) soil stabilizers to inactive construction
areas (previously graded areas inactive for ten days or more).
• Enclose, cover, water twice daily or apply (nontoxic) soil binders to
exposed stockpiles (dirt, sand, etc.)
• Limit traffic speeds on unpaved roads to 15mph.
• Replant vegetation in disturbed areas as.quickly as possible.
2.. Whereapplicable the following emissions control strategies shall be implemented by
the developer as a component of the project development/ improvements. Where practical,
the tenant and developer shall provide the necessary plans and/or improvements to achieve
the goals set forth in Mitigation Measure 11-2 of the CPSP EIR.
34
Hydrology and Water Quality Mitigation Measures
The following mitigation measure from the CPSP EIR (12-1) is repeated below and will be
applied to the project development plan.
1. Prior to issuance of building/grading permits, the proposed development shall comply
with all state, regional and City water.quality provisions and where required under adopted San
Francisco Bay Regional Water Quality Control Board (RWQCB) regulations: (a) file with the
RWQCB a Notice of Intent to comply with the Statewide General Permit for Construction
Activities, (b) prepare and implement a project -specific Storm water Pollution Prevention
Plan including an erosion control plan if grading is involved, (c) implement a monitoring,
inspection, and documentation program to assure the effectiveness of control measures, (d)
obtain or comply with existing General Stormwater Discharge Permit(s) for Industrial
Activities, where applicable, and (e) comply with NPDES Phase II non -Point Discharge program.
Noise Mitigation Measures
The following mitigation measures 10-1 and 10-2 from the CPSP EIR are repeated below
and will be applied to the project development plan.
1. An acoustical report, including warranted noise abatement specifications, shall be
submitted along with the Building Plans during the Building Permit process. Noise control
treatments shall be incorporated into the building permit plans to reduce environmental noise to
an Ldn of 45 dBA or less inside habitable rooms within residential projects. Noise control
treatments that would normally be sufficient given the identified levels of Specific Plan area
noise exposures include sound -rated windows and doors, ,and force -air mechanical ventilation so
windows may be kept closed at the discretion of the building occupants.
2. The noise related mitigation. measures listed in CPSP FEIR Mitigation Measure 10-2
shall be required of all development within the proposed project boundaries.
Visual Quality and Aesthetics Mitigation Measures
1. The development plans for the proposed project shall comply with Chapter 4 of the CPSP as
amended by Mitigation Measures 9-3 and 9-4. Prior to issuance of a demolition/grading/building
permit, the project development plans shall adhere to the City of Petaluma Site Plan and .
Architectural Review Committee•process.
Transportation/Traffic Mitigation Measures
While the project is not expected to generate any significant.impacts,'in addition to the recommended
improvement discussed above, a number of improvements are being suggested to improve site
circulation and reduce the effects of project traffic at near -by intersections. These improvements
include:
1. The development, of a signage program for access and ingress/egress for the proposed
garage, which would divert traffic to minor intersections and thus reduce the impacts of the garage
traffic at major intersections
35
2. Posting signs, at the intersection of C and Second Streets to direct northbound traffic to B
Street for access to Petaluma Boulevard. This will reduce traffic flows on C Street and improve the
operations for,drop-off and pick-up area in front of the cinema entrance.
3. Direct traffic to access eastbound D'Street at both Second Street and First Street to encourage
equal distribution of site traffic at these two locations. By distributing traffic between these roadways,
the traffic queues which may occur on these streets to the north of D Street would not be
concentrated at a single access point.
4. A traffic signal system shall be installed between Petaluma -Boulevard at D Street and D Street
between 1St and 2"a Streets to allow for emergency Fire truck access to D Street.
Cultural Resources Mitigation Measures
1. Under the guidance of Carey & Co. or such other historic expert as the City may determine,
the Project applicant shall.be required to relocate the Livery Stable in a manner that will retain as
much of the existing structure and exterior materials as -is reasonably possible. The new site for
the Livery Stable is on property owned.by the City of Petaluma (McNear Peninsula) and it is
proposed to incorporate the building into a master park plan that includes walking trails,
interpretive centers and other "related amenities. The City has agreed to accept the building
on its property.
2. Under the guidance of Carey & Co: or such other historic expert as the City may determine,
the Project applicant shall be required to rehabilitate the existing warehouse building closest to "F"
Street in a manner that will retain as much of the existing structure and exterior materials of the
warehouse as is reasonably possible and that.is.consistent with -the plans attached to this Initial Study. In
addition, the Project shall include a new, warehouse styleapartment building located on the vacant land
between such warehouse and "F" Street consistent with the plans attached to .this Initial Study.
3. Under the guidance of Carey & Co. or such other, historic expert. as the City may determine,
the developer shall install arr interpretative display on the side of the cinema building facing 2" Street
that focuses on the history.of transportation and river commerce in'Petaluma, with a focus on the livery
stable and the warehouses along the riverfront.
4. All recommendations for on-site monitoring as outlined in the Archaeological Evaluation
prepared by William Roop of Archaeological Resource. Service (report dated April, 2003) shall be
adhered to.
5. Mitigation measures as outlined in the CPSP EIR-Mitigation 7-1 shall be adhered to
Mandatory Findings of Significance:
IMPLEMENTATION:
1. The applicant, shall.he required to obtain all required permits from responsible agencies
and provide proof of compliance to the. City prior to
issuance of grading permits or approvals of improvement plans.
36
2. The applicant shall incorporate all applicable code provisions and required mitigation measures and
conditions into the design and improvement plans and specifications for theproject.
3. The applicant shall notify all employees, contractors, and agents involved in the prof ect
implementation of mitigation measures and conditions applicableto the project and shall ensure
compliance with such measures and conditions. Applicant shall notify all assigns and transfers of the same.
4. The applicant, shall provide for the cost of monitoring of any condition or mitigation measure that
involves on-going operations at the site or long-range improvements, such as archaeological resources, etc.
MONITORING;
1. The Building, Planning and Engineering Departments and the Fire Department shall
review the improvement and construction plans for conformance with the approved project
description and all applicable codes, conditions, mitigation measures, and permit requirements prior
to approval of a site design review, improvement plans, grading plans, or building permits.
2. Planning shall ensure that the applicant has, obtained applicable required permits from all
responsible agencies and -that -the plans and specifications conform to the permit requirements prior to
the issuance of grading or building permits.
3. Prior to acceptance of improvements or issuance of a Certificate of Occupancy, all
improvements shall be subject to inspection by City staff for compliance with the project
description, permit conditions, and approved development or improvement plans.
CONSTRUCTION MEASURES;
1. The applicant shall designate a project manager with authority to implement all
mitigation measures and conditions of approval and provide name, address, and phone numbers to
the City prior to issuance of any grading permits and signed by the contractor responsible for
construction.
2. Mitigation measures required during construction shall be listed as conditions on the
building or grading permits and signed by the contractor responsible for construction.
3. City inspectors shall insure that construction activities occur with the approved plans and
conditions of approval.
4. If deemed appropriate by the City, the applicant shall arrange a pre -construction
conference with the construction contractor, City staff and responsible agencies to review the
mitigation measures and conditions of approval prior to the issuance of grading and building permits.
37
Exhibit B-2
Phasing, Timing (5.3.3)
The Theater District project may be constructed in up to four phases as follows: Phase A:
1. Private Improvements: The cinema and the parking garage (Parcels A & Q.
2. Public Improvements: Public improvements in public right of way on (a) "B"
Street from Petaluma Boulevard to Second Street, (b) Second Street from "B"
Street to "D" Street (excluding any work from back of curb .to building face on
the Theater Square side of street), (c) First Streef from "C" Street to "D" Street,
(d) "C" Street from Petaluma Boulevard to First Street (excluding any work from
back of curb to building face on the Theater Square side of street), (d) "D" Street
from Petaluma Boulevard "to First Street (excluding any work from back of curb
to building face on the Theater Square side of street), and (e) Petaluma Boulevard
from "B" Street to "D" Street (excluding any work from back of curb to building
face on the Theater Square side of street).
3. Estimated Commencement Date: November 15, 2003.
4. Estimated Completion Date: November 15, 2004
Phase B:
1. Private Improvements: The riverfront office building, Parcel D (commonly
referred to as the Bar -Ale site).
2. Public Improvements: Public improvements in�public right of way on First Street
from "D" Street t6 approximately the edge of Bar -Ale property (if not previously
constructed Mn connection with:Phase Q.
3. Estimated Commencement Date: May 1, 2004.
4. Estimated Completion Date: May 1. 2005
Phase C:
Private Improvements: The riverfront residential apartments Parcel E (commonly
referred to as the McNab site).
2. Public Improvements: Public improvements in public right of way on First Street
from "D" Street to "F" Street (to the extent not previously constructed in
connection with. Phase B).
3. Estimated Commencement Date: May 1, 2004.
4. Estimated Completion Date: November 1, 2005
Phase D:
1. Private Improvements. The residential/retail buildings on Petaluma Boulevard,
Parcel B (commonly referred to as the Rose site).
2. Public Improvements: Public improvements in public right of way on (a) "C"
Street from Petaluma Boulevard to. Second Street from back of curb to building
face on the Theater Square side of street, and (b) Second Street from "C" Street to
"D" Street from back of curb to building face on the Theater Square side of street,
(c) Petaluma Boulevard from "C" Street to "D" Street from back of curb to
building face on the Theater Squareside of street, and (d) "D" Street from Second
Street to Petaluma Boulevard from back of curb to building face on the Theater
_Square side of street.
3. Estimated Commencement Date: April 1, 2005.
4. Estimated Completion Date: December 1, 2006
The construction of the first portion of the°project shall include Phase A. Phases B, C and D
may occur concurrently with Phase A, or in any order theteafte_r; either separately or together.
At this time, the developer is anticipating constructing_ Phases B. and C concurrently with Phase
A, but the ultimate decision will be driven by market conditions,pre-lease activity, and other
factors. Similarly, the developer is also anticipating constructing.Phase D after Phases A, B and
C have been completed, but the ultimate decision will be driven by market conditions, pre -lease
activity, and other factors.
39
Exhibit B-3 Financing
Plan (5.3.4)
The estimated costs for public infrastructure required for the project are $7.6
million. Of this amount, according to the Development Agreement, the
Petaluma Community Development Commission (PCDC) will pay $4.8 million
of Basin Street's share of public infrastructure. The PCDC will also pay the
balance of $2.2 million for the City share of public infrastructure, including
construction and all project engineering, architectural, 'and project
management/inspection costs.
The following will summarize the project costs:
PCDC Contribution for Developer Share of Public Infrastructure: $4.800 Million
PCDC Contribution for-City.Share of..Public Infrastructure: 52.750 Million
Total Estimated Public Infrastructure Cost: $7.550 Million
PCDC Funds will be appropriated from Account 901-400-9016, Theatre District
Project.
Description of Public, Infrastructure Improvements & Scope of Work
Location
The work in the City's scope is geographically within the public right -of -way of 1st Street,
2°d Street, B Street, C Street, D Street and Petaluma Boulevard as bounded by Petaluma
Boulevard on the west, B Sheet on the north, the Petaluma River on the east, and D Street on
the south, including i.st Street .to the northerly right of way of the Thompson Creek. See
"Petaluma Theatre District, Preliminary Phasing Plan" for mapping. This map includes the
anticipated phasing of the work.
Work
The extent of public improvements including all improvements from back of sidewalk to back
of sidewalk, including but not limited to upgrading and under -grounding utilities,
reconstructing the streets and sidewalks, landscaping, lighting and street furniture.
Specific items of work include but are not limited to:
40
CONSTRUCTION CONTROL
• Contractor. mobilization
• Traffic control
EARTHWORK
• Roadway & sidewalk excavation
• Construction erosion control (SWPP)
STREET WORK
• Cross sections per Central Petaluma Specific Plan, where applicable
• Bulb -outs and/or other comer treatment
• Sub -base, base, as required
• Track work
• Curb & gutter, and valley gutters, if applicable
• Surfacing & surface treatment (asphalt concrete, cobbles, brick)
• Striping
• Signals, if required, including all associates electrical. service
• Traffic control specialized for fire station on D Street
• Signage, standard and way -finding
City Utilities including:
STORM DRAINAGE FACILI`PIES
• Lines
• Inlets, catch basins, turning structures
• Outfalls
• Post construction storm water pollution control
• Service laterals to the back of sidewalk
SANITARY SEWER FACILITIES
• Mainline
• C Street sewer pump station improvements, if required
• Service laterals to. the back of the sidewalk
WATER FACILITIES
• Main line
• Service laterals to the back of the sidewalk for domestic and fire service
OTHER FACILITIES
• Undergrounding electric
• Undergrounding telephone
• Conduit for cable and other future communications
• Gas main & service laterals to the back of the sidewalk
• Street lights, Downtown Master Plan design
• Electrical outlets at trees
• Retaining walls, if required
• Railings at retaining walls, if required
41
• Ramps and stairs where required
LANDSCAPING
• Irrigation
• . Trees & tree well features
• Potted plants
• Benches
• Trash cans
• Bike bollards
• News racks
• Street terminus features & improvements at C Street & I sc Street
Exclusions
This scope does not include the following
• Archeological or hazardous material remediation in excess of $50,000
• Water meters and laterals to back of sidewalk
• Fire detection, development landscape irrigation and other building -related water
devises
• PG&E Substation relocation
• Thompson Creek"bridge.
• Major post -construction storm water pollution control devises
Construction Costs
Estimated construction costs and quantities' of items listed above are summarized in
Exhibit B -3a.
42
Central Petaluma Specific Plan Implementation / CBD Area
City of. Petaluma
Economic Development & Redevelopment (EDR)
Estimated Costs
OPINION OF PROBABLE CONSTRUCTION COSTS
SUMMARY
A. CONSTRUCTION CONTROL
B. EARTHWORK
C. STREETWORK.(IN PLACE)
D. STORM DRAINAGE FACILITIES (IN, PLACE)
E. SANITARY SEWER FACILITIES (IN PLACE)
F. WATER FACILITIES
G_ OTHER FACILITIES
H_ LANDSCAPE ITEMS
L C ST & 1 ST STREET PARKS
SUBTOTAL CONSTRUCTION COST
+ CONSTRUCTION CONTINGENCY
TOTAL CONSTRUCTION COSTS
A. CONSTRUCTION CONTROL
B. EARTHWORK
C. STREETWORK•(IN PLACE)
D. STORM'DRAINAGE FACILITIES (IN PLACE)
E. SANITARY`SEWER FACILITIES (IN PLACE)
F. WATER FACILITIES
G. OTHER FACILITIES
H. LANDSCAPE ITEMS
I. C ST & 1 ST STREET PARKS
SUBTOTAL CONSTRUCTION COST
+ CONSTRUCTION CONTINGENCY
TOTAL CONSTRUCTION COSTS
15%
Project # 9016 j{
I
Original Date: 7 -May -03
Revision Date: 27 -Jun -03 prepared by: JC1ark/Program Manager
TOTAL COST
$182,600.00
$201,144.30
$1,542,676.85
$210,500.00
$231,400:00
$211,730:00
$1,486;001.00
$1,127,670.00
$200,000.00
$5,393,722.15
$809,058.32
$6,202,780.47
Costs PHASE A
Costs PHASE B
Costs.PHASE C
Construct 15Nov03-15NovO4
Construct 01 May04-01 May05
Construct 01 Mag04=01 May05
$99,500:00
$6,250.00
$22;850.00
$114,121.10
$7,688:50
$32;660.00
$838,534.85
$80,226.40
$345;033.00 -
$102,220:00
$16,280:00
$65,000.00
$153,050.00
$11,050:00
$50.800.00
$120,464.00
$18,066:00
$61,200.00
$926,754.00
$55,977.00
$205;100.00
$566,385.00
$31,070.00
$29,250:00
$0.00
$0.00
$0.00
$2,921,028.95
$226;607.90
$811,893.00
15% $438,154.34
15% - $33,991.19
15% $121,783.95
$3,359,183.29
$260 i ,599.09
$933;676.95
Phases A, B, C, D Total $4,966,242.28 3
Exhibit B -3a
Costs PHASED City Improvements
Const 01Apr05-01 Dec06 Construct 15Nov03-14Nov04
$6,500.00
$47,500.00
$27,009.70
$19,665.00
$63;162.00
$215;720.60
$8,000.00
.$19;000.00
$0.00
$16,500:00
$0.00
$12,0.00':00
01,200.00
$206,970.00
$163,070.00
$337,695.00
$0.00
1200,000..00:
$358,941.70
$1,075;250.60
15% $53,841_.26
15% $161,287.59
$412,782.96 _
$1,236,538.19
Central Petaluma Specific Plan Implementation I CBD Area
Project #
9016
!i
S
i
Economic Development & Redevelopment (EDR)
d raft
i
Estimated Costs
prepared by: JClark/Program Manager
June 25, 2003
-Theatre.District infrastructure Improvements
(Basin Street Properties project)
15%
Construction Construction
Construction
Schedule Costs
Contingency
Total
Estimated Phase A 15Nov03-15Nov04 $2,921,029
$438,154
$3,359,183
Estimated Phase B 01May04-0lMay05 $226,608
$33,991
$260,599
Estimated Phase C 01May04-01Nov05 $811,893
$121,784
$933,677
Estimated Phase D 01Apr05-01 Dec06 $358,942
$53,841
$412,763
Sub -total BSP -related work
$4,966,242
Phases A -D only
Estimated'City Improvements 15Nov03-15NovO4 $1,075,251
$161,288
$1,236,538
Total incl City Improve $4;318,472
$647,771
$4,966;242
Otherinfo
7114
7112 Construction
7108 Design
7106 EDR
Continaencv
7113
Costs (incl
7111 Const
jinclAdsion
EDR Proi Mar
Proiect
Le kc
'Community 7105 General
contiinaencvJ
Mqmt
continaencvJ
FYE
Manaaer Cost 7109 Legal
construction).
Outreach Fund'Overhead
Totals
Total Curb to
Curb to Curb Curb to Curb Curb Admin &
months
Construction Admin & Enara, Engrg
02I09FY - design'only 3
$50,000
0.00
$0 $50,000
$0
$50,000 02/03
03/04FY design:4 construct 12 $5,137,678
$256,884
$530,000
1.00
$120,000
$100,000
$_256,884
$6,144,562 03/04
$2,055,071 $822,029 $2,877,100
04/06FYconstruction 4 $1,065,102
$53,255
0.33
$40,000
$53,255
$1,158,35704/05
$319,531 $159,765 $479,296
totals, _ 19 $6,202,780
$310,139
$580,000
$160,000 $50,000
$100,000
$0 $310,139
$7,352,919
City Project Manager. TBD $120,000 per year
$0
$0
Additional Costs if Construction Administered (Bid &
Constructed) by City
7106 City FY
Admin 7105 Overhead
$97,939 02/03
$391,755 $2561'884 03/04
$130,585 $53;255 04/05
$620,278 $310,139
1
(
Central,Petaluma Specific Plan Implementation / CSD Area Project # 9016 Exhibit B -3a
Economic Development & Redevelopment (EDR)
Owner Participation Agreement Exhibit B -3a
prepared by: JClark/Program Manager
June,27; 2003
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Theatre District Infrastructure Improvements
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(Basin Street Properties project)
15%
Construction Construction Construction
Schedule Costs
Contingency Total
Basin Street Properties Share
City Shar
Estimated Phase 15Nov03-15NovO4
$2,921,029
$438,154
$3,359,183
Estimated Phase B 01May04-01May05
$226,608
$33,991
$260,599
Estimated Phase C 01May04-01Nov05
$811,893
$121,784
$933,677
Estimated Phase D 01Apr05-01Dec06
$358,942
$53,841
$412,783
Subtotal BSP -related work
$4,966;242 Basin Street construction costs: phases A -D
Estimated City Improvements 15Nov03-15Nov04
$1,075,251
$161,288
$1,236,538
$1,236,538 Construction cost:
Total incl City Improve
$4,318,472
$647,771
$4,966,242
$3.10,.139 7111: Const Manal
($451,000) Basin Street Landing & Town Center offsite improvements
$580;000 7108: Design
($175,000) F.irestation traffic control signal
$160,000 7106: Project
($150,000) Building setback at 3 feet
$50,000 7109: Legal
$4,190,242 Net Basin Street (incl 15% contingency)
$100,000 7114: Other Contic
$609,758 Super Contigency
$310,139 7105: Gen Fund O
$4,800,000 Total PCDC Construction Contribution
$2,746,816 Total City Costs
$7,546,816
7114
7112 Construction
7108_Desian
7106 EDR Contingency 7113
Costs (incl
7111 Const
(incl design
EDR Proi Mqr, Pro ectexr_I Communitv
7105 General
continnencv)
Mamt
continaencv)
FYE Manaaer Cost 7109 Legal construction), Outreach Fund Overhead Totals
months
02103FY - design only 3
$50,000
0.00 $0 $50,000
$0 $100;000
03)04FY design & construct12
$5,137,678
$256,884
$530,000
1.00 $120,000 $100,000
$256,884 $6,401,446
04/05 FY construction 4
$1,065,102
$53,255
0.33 $40,000
$53;255 $1,211;612
totals 19
$6,202,780
$310,139
$580,000
$160,000 $50,000 $100,000 $0
$310;139 $7,713,059
City Project Manager cost per yea $120,000
Exhibit B-4
Fees, Dedications (5.3.5)
With respect to any building permit application made within three (3) years
following the effective date of this Agreement, Developer shall pay City of
Petaluma impact fees in effect on the date the City Council approved this
Agreement. For any building permit application made after such three-year
period, the impact fees in effect on the date of the application shall apply.
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Exhibit B-5 Master Plan and Permitted
Uses (5.2)
DEVELOPMENT PROPOSAL
The proposed project is located within the downtown of the City of Petaluma. The subject
parcels of the proposal are also located within the boundaries of the Central Petaluma
Specific Plan (CPSP). Portions of the subject parcels are also located within the Downtown
Historic District. The subject properties are either paved or contain buildings that may be
removed, moved or saved.
Parcel A: The subject property, which is the proposed location of the cinema site, is .at
Petaluma Boulevard South, "C" and 2nd Streets. The parcel is currently developed with an
existing building and associated paved parking. The property is the site of the former Victory
Chevrolet. The existing building is currently being renovated for commercial type uses. A
portion of the existing structure is proposed to serve as an addition to the proposed theater. The
subject parcel is surrounded by other commercial uses and is adjacent (east) to a new mixed -
used (residential/commercial) building under construction.
Parcel B: The subject parcel for the proposed mixed-use "(residential/commercial) building
located at Petaluma Boulevard South, "C", "D" and 2»a Streets is currently developed with an
auto body shop, auto -detailing shop, and is the location for continuing education classes for
adults. The subject parcel is developed with associated parking for the current uses and
contains 5 buildings, all of which are to be demolished. The Petaluma Fire Station is to the
east of the subject parcel, a vacant parcel is to the south across "D", and other commercial uses
are in the area.
Parcel C: The proposed parking structure/commercial building to be located at "D", 2na, 1 st and
"C" Streets is currently developed with an existing livery,stable (corner of "D" and 1St), which
is to be."relocated, the trucking scales and small scales building, which is to be demolished.
'The Petaluma Fire Station (corner "D" and '2"a Street) is adjacent to the proposed parking
structure. There is currently under construction a mixed-use (commercial/residential, Basin
street Lofts) structure to the north of the subject parcel.
Parcel D: The proposed office building, to be located at 1 st and "D" Streets is the former Bar
Ale site, which burned down. This subject parcel is located adjacent to the Petaluma River
(east), and north of the PG & E Substation: The parcel is nearby commercial/industrial
uses. Industrial uses are east of the Petaluma River.
Parcel E: The proposed mixed-use (residential/commercial) project on 1St (between 1St and "F"
Street), is located adjacent to the Petaluma River, which is east of the subject parcel. The site
is located near commercial/industrial type uses and is developed with old
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metal warehouses. With the exception of one of the metal warehouses, all are to be
demolished (see Attachment D, Location Map).
Parcels A-E: The proposed project (referred to as the "Petaluma Theater District") will be a
mixed-use project within existing Downtown Petaluma. The subject parcels are generally
between "B", '"C", "D", I", 2nd, and "F" Streets, .Petaluma Boulevard and the Petaluma River.
The subject parcels are within the boundaries of the Central Petaluma Specific Plan (CPSP).
Basin Street Properties (the project developer) is requesting approval of a Development
Agreement (DA) and an Owner Participation Agreement (OPA) with regard to the project.
These agreements govern, among other things, the timing of the development of the project,
funding and other obligations with Basin Street Properties, the City of Petaluma and the City of
Petaluma Community Development Commission (PCDC). The project proposal includes an
amendment to the City's Zoning Ordinance that would establish a designated area in the city
where movie theaters are permitted. The main focus of the mixed-use proposal will include a
new 12 -screen cinema and parking structure. Other uses within the proposal would allow for:
national and local retailers; restaurants focusing on both daytime food service as well as
evening fine dining; office space; and, residential uses in the form of apartment and loft style
housing. Below is a specific .description of each of the blocks to be developed within the
proposed ,project boundaries:
Theater (Parcel A)
A new 12 -screen, 1,400 seat theater building located on the south side of Basin Street Town
Center (formerly Victory Chevrolet) at the intersection of "C" Street and Petaluma Blvd.
The concessions and.lobby for this new theater will be accessed directly from "C" Street.
Size: 22,720 square feet, 12 -screen, 1,400 seat Height: 30
feet, equivalent height of 2 -story building
Theater Square (Parcel. B)
A new mixed-use project on the corner of Petaluma Blvd. and "D" Street (former
Autoworld site) consisting of 46,000 square feet of ground floor commercial space facing
"C", Petaluma Blvd., "D" and 2 Street and 76 residential units on the second and third
floors. The proposal includes the removal of all of the existing buildings on the site.
Size:. 46,000 square feet ground floor commercial space
76 residential units on 2nd and 3'd floors Height:
38 to 40 feet, 3 -story buildings .
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Garage (Parcel C)
A new parking garage on the site surrounding the, Fire Station consisting of 4
suspended levels, of parking over 30,000 s.f of ground floor commercial space. The ground
floor space will face, and provide commercial building frontage along lst, 2" a "C" and "D"
Streets. The proposed development will require the removal of the existing truck scales
and scales,building. In addition, the existing livery stable at the corner of 1St and "D" Street,
is proposed to be relocated from its present location to a.site that is approximately 1,000 feet
away on the east side of the Petaluma River.
Commercial Space Ground Floor: 30,000 square feet (office, retail or
commercial)
Height: 4 suspended levels at 50 feet; equivalent height of 3 -story building Total
Parking Spaces: approximately 530
216 Free Public Parking Spaces
143 Reserved Residential Parking Spaces
171 Reserved Commercial Parking Spaces
530 Total
Basin Street Properties will operate the Parking Garage seven days per week from 6:00 a.m. to
2:00 a.m. Basin, Street Properties will ensure that the Parking Garage is at all times maintained
in good condition and perform all necessary repairs and maintenance at its sole expense.
Waterfront Building (Parcel D)
A new 49,909 square foot 3 -story riverfront commercial -building located on the former
Bar Ale building site at the comer of 1St and "D" Streets. The architectural styling of this
new building will be reminiscent of the former metal warehouse building that was
formerly located on this site.
Size: 49,909 square feet Height: 53 feet,
3 -story building
Amenities: Riverfront path improvements with public connections to "D" Street and
along River
River Row Apartments (Parcel E)
A new Ill -unit riverfront apartment complex on 1St Street between "D" and. "F" Streets.
This new development will include the rehabi'litati'on and adaptive re -use of an existing
warehouse (the one closest to "F" Street.
Size: 111 dwelling units
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9,000 s.f. Rehabilitated warehouse Height: 3 -story buildings between D and E Streets;
4 -story buildings between E
and F Streets
Amenities: New public access to and along the River in addition to a new public open space
area at the terminus of "E" Street adj acent to the River.
Master Plan
Attached is the Master Plan for the Petaluma Theater District Project.
Final DA
11/3/03
630376v11
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