Board Packet 01 18 06 - Sonoma Marin Area Rail Transit - Home Page

I. Call to Order
AGENDA: SMART DISTRICT BOARD MEETING
January 18, 2006
1:30 PM
San Rafael City Council Chambers
1400 Fifth Street, San Rafael
II.
III.
Minutes of the December 21, 2005 SMART Meeting – DISCUSSION/ACTION**
Consent Agenda – DISCUSSION/ACTION**
III-1. SMART Financial Update Project Cost Report - INFORMATION **
lll-2. General Manager Compensation Adjustment
IV.
Agenda Review
V. Public Comment on Items Not on the Agenda (Comments Limited to 3 Minutes)
VI.
VII.
VIII.
IX.
SMART General Manager Report (Lillian Hames) – DISCUSSION
Real Estate Committee Report (Lucrecia Milla) – DISCUSSION
Novato Chamber of Commerce Agreement - DISCUSSION/ACTION**
A. Freight Building Demolition
B. Agreement
Santa Rosa Railroad Square Draft RFP – DISCUSSION/ACTION**
A. RFP Elements
B. RFP Schedule
X. Three Way Contract Agreement - DISCUSSION/ACTION*
A. Agreement Requirements
B. Agreement Template
XI.
XII.
Election of Chair and Vice Chair
Closed Session
a. Conference with Legal Counsel – Anticipated Litigation, Significant Exposure
to Litigation (Government Code section 54956.9 (b); Parsons Brinckerhoff
Disputed Invoices.

XIII.
XVI.
XV.
Report on Closed Session
Next Meeting Date: February 15, 2006, 1:30 pm, Sonoma County Board of Supervisors
Chambers, Santa Rosa - DISCUSSION/ACTION
Adjournment - ACTION
DISABLED ACCOMMODATION: if you have a disability that requires the agenda materials to
be in an alternate format or that requires an interpreter or other person to assist you while
attending this meeting, please contact SMART at least 72 hours prior to the meeting to ensure
arrangements for accommodation.
* Information will be provided at the meeting, ** Information attached.

I Call to Order
MINUTES OF SMART BOARD MEETING
DECEMBER 21, 2005
1:30 PM-3:30 PM
Sonoma County Board of Supervisor Chambers
575 Administration Drive, Room 100A
Santa Rosa, CA
Chairman Jehn brought the meeting to order. The following Directors were present:
Hal Brown
Jim Eddie
Pat Eklund
Mike Healy
Charles McGlashan
Barbara Pahre
Tim Smith
Al Boro
Mike Kerns
Absent: Deborah Fudge, Peter Breen
II Minutes of the November 16, 2005 SMART Meeting
Chair Jehn asked for approval of the November 16, 2005 SMART Board meeting minutes.
Director Boro moved to approve the minutes, Director Kerns seconded, and it was
unanimously approved.
III Consent Agenda
Chair Jehn stated that staff requested the removal of Agenda Item XI. Greg Dion, County
Counsel, explained that outside counsel from the City of Santa Rosa asked that due to
pending arbitration they felt it should not be discussed. With that change, Chair Jehn
brought up the Consent Agenda and asked for approval. Director Boro moved the item
and Director Kerns seconded. With no dissenting votes, the Consent Agenda passed
unanimously.
IV Agenda Review
Chair Jehn asked if there were any other changes to the Agenda from staff or the Board.
Hearing none, he stated the Agenda would stand with the exclusion of Item XI.
Page 1

V Public Comment on Non-Agenda Items
Chair Jehn asked for public comment on items not appearing on the agenda. David
Schonbrunn asked the Board to reconsider support of the proposed Caulfiled Lane
crossing in Petaluma due to the availability of new information recently reviewed by the
CPUC. He felt the Board and Real Estate Committee made a recommendation absent
important information. Following discussion on this issue, Chair Jehn asked the Board for
support for staff to revisit this information at a future Real Estate Committee meeting. Staff
was directed to review the new data and report back to the committee.
Anne Hutchins, Santa Rosa, expressed her support for the SMART project and thanked
staff and the Board for their hard work and efforts to bring rail to the North Bay.
VI SMART General Manager Report
Ms. Hames noted that staff was continuing to send out DEIR documents. An additional
100 cd’s were ordered. To date approximately 500 cd’s, 150 hard copies and 270 letters
of notice had been distributed.
VII Real Estate Committee Report
Lucrecia Milla summarized the December 7th Real Estate meeting. She summarized a
presentation to the committee by the Novato Chamber of Commerce regarding the Novato
Depot Freight Building removal and an offering of a non-interest loan from Novato
Chamber to support the removal of the building. The Real Estate Committee had
supported this proposal and an agreement to proceed with the work will be brought back
to the Board next month. The Cal Park Tunnel public meeting was summarized for the
Board. Chair Jehn asked what has been the hold up with the NWP transfer. Ms. Hames
stated that the documents were currently being signed by the Marin County Transit
District. Director Eklund asked what the status was on the Lalanne negotiation. Ms. Milla
stated it would be discussed today during closed session.
VIII Santa Rosa Railroad Square Developer RFP
John Nemeth gave an overview of the draft Railroad Square RFP and the comments that
had been received at the Real Estate Committee. He noted that last month staff brought a
draft RFP to the Board for review. Since then Staff had received input from the Santa
Rosa City Council, the Real Estate Committee and SMART’s new legal counsel, Hanson-
Bridgett. One piece of input specifically mentioned was a letter from the City Manager of
Santa Rosa expressing some concerns surrounding the financial feasibility of the Railroad
Square project. Staff consequently requested Strategic Economics to look into the
financial feasibility of the project.
Dena Belzer, from Strategic Economics, was present and asked to speak to the issue of
project feasibility. Focusing on the City Manager’s letter, she considered the fiscal impact
of three provisions in the RFP: affordable housing, green building techniques and
prevailing wage. Ms. Belzer reiterated there are tradeoffs the Board would be making in
regards to what is requested and what revenues are likely to be generated by the project.
It was her recommendation that the RFP be structured in a way that would give the
developers flexibility in incorporating elements considered desirable by the Board, as
opposed to threshold requirements.
Page 2

Regarding housing, Ms. Belzer reference a report from a year ago that concluded that
apartment rents would not be high enough to make a rental housing project feasible today.
Condominiums would be more financially feasible but since the land would not be for sale
and it would not be a challenging option in this project. She noted that in the RFP,
affordable housing is stated as desirable, but not required, which would allow the
developer more flexibility; the same being true for Green Building. Ms. Belzer also stated
that the prevailing wage requirement was a fiscally significant requirement in the RFP.
Director Boro asked whether developers could assume that they will receive monies from
the City’s redevelopment agency to cover the 20% affordable housing project component.
Ms. Belzer stated she could not speak on behalf of City of Santa Rosa but her
understanding was that available redevelopment funds could be spent elsewhere and not
necessarily at Railroad Square.
Mr. Nemeth discussed changes in the RFP which included: a schedule of the whole
project, requirement that the developer pay a fee to reimburse SMART with any type of
costs that may come about - i.e. surveying, legal matters. Other minor changes included
the references to the current zoning of SMART’s property, and an encouragement for
developers to be aware of the City’s Specific Plan.
Mr. Nemeth mentioned that staff had also worked closely with the City regarding site
access and circulation. This included the creation of a preferred (but not required)
circulation concept, as well as some adjustments to language affecting vehicular access,
transit space needs, transit access, and the requirements of a Canners Easement.
The language regarding affordable housing was changed to convey that the provision
above the 20% level would be considered an amenity and viewed favorably. Regarding
the proposed Food and Wine Center, language was added to encourage a flexible enough
type of space that could be used by a variety of potential future tenants.
Other changes included additional submittal requirements, adjustment to the evaluation
criteria, and added language to the prevailing wage/apprenticeship requirements. Mr.
Nemeth suggested an approach to contractor prequalification and living wage that would
involve incorporating those provisions into the terms of a potential lease agreement at a
later date.
Director McGlashan asked about living wage and prequalification and whether it would be
important from a legal stand point to mention SMART’s interest in these up front in the
RFP rather than later. Mr. Nemeth stated that it was not necessary legally required, but if
the Board felt more comfortable putting these provision upfront, staff could explore that
option with legal council. Director McGlashan asked whether Project Labor Agreements
(PLA’s) could be considered. Mr. Nemeth stated that SMART attorneys were concerned
about including such a provision in the RFP.
Director Eklund added that until she understood the specific legal concerns, she believed
that living wage and first source local hiring were just as important as other provisions.
Director Boro verified that SMART had not yet agreed to anything regarding the Canners
Easement. He also recommended that housing provisions be in the RFP evaluation
criteria. Director Pahre stated that previously there was an evaluation criteria list that was
created and suggested that be used.
Page 3

Director Kerns asked that if legally feasible, all labor provisions considered
should be included in the document. Director McGlashan noted that if included in the RFP
many of the provisions should be subject to additional legal review, as required.
Chair Jehn asked if there were any comments from the public. Mr. Gregory noted that the
Santa Rosa Council indicated at a recent meeting that if SMART didn’t incorporate a food
and wine center, the City would not embrace SMART’s project. Mr. Wilhelm stated that
most cities have more than two rail tracks and that SMART should make sure two tracks
are adequate. Mr. Buckhorn felt that SMART had done a wonderful job and that it should
not lose track of its ridership goals. Mr. Benjamin asked the Board to look at the last 3
major public works projects that the City of Santa Rosa. Each project has been a failure in
his opinion, being over budget, and off schedule. He encouraged the Board to “hold your
ground and let this project be successful and really help the community”.
Chair Jehn asked the Board for continuation. It was moved by Director Eklund and
second by Director Boro. Director McGlashan asked the public if there were other
suggestions please submit them to staff in advance of the Real Estate Committee on
January 4, 2006. The motion for continuation was passed unanimously.
IX SMART Administrative Code
Mr. Greg Dion summarized the changes he was asked to make to the Administrative Code
from the last meeting. He noted no new comments had been submitted and requested
Board approval. Chair Jehn asked the Board for a motion. Director Eklund moved and
Director Pahre second. It was passed unanimously.
X SMART 2006 Meeting Calendar
Chair Jehn asked the Board for motion. It was moved by Director Eddie and seconded by
Director Kerns. It was passed unanimously.
XI Gap Closure Right of Way Updated
Mr. Nemeth gave an overview of the location of the bike path and Linden Lane breakaway
path. Mike Strider had reviewed and accepted the preliminary design. Staff was seeking
Board concurrence in the development of a recommendation/agreement with Caltrans.
Director McGlashan asked if the soundwall was being relocated now to accommodate the
breakaway path, why it couldn’t be relocated per SMART’s original request. Craig
Tackaberry, TAM, stated the wall would not be moved vertically or horizontally, it would be
constructed deeper, with new footings. Chair Jehn asked the Board for a motion to direct
staff to prepare an agreement with Caltrans. It was moved by Director McGlashan and
seconded by Director Kerns and passed unanimously.
XII Closed Session
XIII Report on Closed Session
Mr. Dion stated that direction had been given to staff on items A thru E and that item A and
D would be reported out in open session.
Page 4

XIV Consent Agenda
Chair Jehn stated the Board had given direction on item A. Director Boro commended Ms.
Hames on her work for SMART and recommended a five percent increase to her base
salary. Chair Jehn asked the Board for a motion on this recommendation. Director Boro
moved and Director Kerns seconded. It was passed unanimously.
XV Parsons Brinckerhoff Invoices
Ms. Hames stated direction had been given to staff in closed session on this item. Based
on this direction, staff would be bringing a contract amendment back to the Board in a
future meeting. Chair Jehn asked the Board for a motion supporting this approach. The
motion was moved by Director Eklund, seconded by Director Boro and passed
unanimously.
XVI Fulton Easement MP 58.5
Chair Jehn noted that the Board had directed staff to proceed in developing the proposed
easement for Fulton. Director Eklund asked that the permanent easement agreement
include the proposed purchase price. A motion to proceed with the permanent easement
was made by Director Eklund and seconded by Director Eddie. It was passed
unanimously.
XVII Resolution 2005-19
Chair Jehn praised Director Tim Smith for all of his work on the SMART project for the
many years he had served on the Commission and the Board. Director Smith informed
the Board that he would be leaving the SMART Board due to a requirement that he be a
member of the SCTA Board to serve on SMART. Director Smith noted it had been a
pleasure working with everyone; commended SMART’s General Manager and stated his
intent to continue to work on the implementation of the rail corridor in a different role. Chair
Jehn stated it was a pleasure working with Director Smith and commended his strong
leadership role. Director Boro moved and Director Eddie seconded the resolution which
passed unanimously.
XVIII Next Meeting Date
Chair Jehn announced the next SMART Board Meeting would be January 18, 2006, at the
San Rafael City Chambers at City Hall, 1400 Fifth Street, San Rafael, at 1:30p.m.
Ms. Hames reminded the Board regarding the Public Hearings – January 17 th at 6 pm at
the Sonoma County Board of Supervisors Chambers and January 21 st at 9 am at the
Marin County Board of Supervisors Chambers. Ms. Hames stated Ms. West would be
calling to make sure there would be a quorum for the Hearings.
Item XVII Adjournment
Page 5

Sonoma Marin Area Rail Transit
Project Draw-Downs
November 1, 2000 through December 31, 2005
Consultants: HDR Eng. HDR Eng. The Results Parsons CD&A * **
Group Brinkerhoff Total
TCRP Projects: Systems On Call Rail Community EIR Station Management/ TCRP Funds
Planning Engineering Outreach EIS/PE Planning Administration Obligated to Date
Estimated Completion (mo/year) Jan-07 Jan-07 Jan-07 Jan-07 Jan-07 Jan-07
Total TCRP Authorization 7,700,000.00
Contract Amount 239,292.00 935,708.00 1,080,040.00 3,396,030.00 531,935.00 1,200,000.00 7,383,005.00
Optional Tasks 0.00 0.00 0.00 511,416.00 50,000.00 0.00 561,416.00
Total Contracts 239,292.00 935,708.00 1,080,040.00 3,907,446.00 581,935.00 1,200,000.00 7,944,421.00
Less: Contracts Paid to Date (239,280.26) (777,607.40) (830,501.84) (2,865,111.43) (452,662.78) 0.00 (5,165,163.71)
Remaining Balance Contracts 11.74 158,100.60 249,538.16 1,042,334.57 129,272.22 1,200,000.00 2,779,257.29
Less: Other Expenses Paid to Date 0.00 0.00 0.00 (97,377.50) 0.00 (1,230,194.33) (1,327,571.83)
Remaining Project Balance 11.74 158,100.60 249,538.16 944,957.07 129,272.22 (30,194.33) 1,451,685.46
* Includes project management, SCTA/SMART staff time, legal, printing, accounting and miscellaneous services.
** Measure M revenue to be used once the TCRP Funds have been exhausted

M E M O R A N D U M
DATE: January 13, 2006
TO:
FROM:
RE:
SMART Board of Directors
Gregory Dion, Legal Counsel
BOARD AGENDA ITEM: III-2 Compensation Adjustment
Staff Report: Performance Evaluation/ Compensation Adjustment
Issue Summary
On December 21, 2005, the SMART Board of Directors met in closed session and conducted a
performance evaluation for the General Manager. After the closed session, the Board discussed in
open session an increase in the General Manager's salary. The Board directed staff to prepare a
consent calendar item for its January 2006 Board meeting, authorizing a 5% salary increase to the
General Manager's base salary and making it retroactive to January 1, 2006.
Action
Approve a 5% increase to the base salary of the contract for the General Manager retroactive to
January 1, 2006.
4040 Civic Center Drive, Suite 200
San Rafael, California 94903
LHames@sonomamarintrain.org
(415) 492-2855 / (Fax) 492-2854

AGREEMENT AND PROMISSORY NOTE
THIS AGREEMENT and PROMISSORY NOTE (hereinafter “the Agreement” or
“Promissory Note”) is made and entered into this 18th day of January, 2006, by and between the
SONOMA-MARIN AREA RAIL TRANSIT DISTRICT (“SMART”) and the NOVATO
CHAMBER OF COMMERCE (“NCC”).
RECITALS
WHEREAS, SMART owns certain property within the City of Novato upon which is
located the old NWP Freight House (hereinafter “the Freight House”); and
WHEREAS, the Freight House needs to be demolished and removed because it has been
severely damaged by fire and it is generally in disrepair; and
WHEREAS, NCC desires to assist SMART in the demolition and removal of the Freight
House; and
WHEREAS, Public Utilities Code section 105250 provides that SMART may
temporarily borrow money in accordance with Government Code sections 53820 et seq. and
53850 et seq.; and
WHEREAS, NCC desires to loan funds to SMART on a temporary basis in order to
facilitate and expedite the demolition and removal of the Freight House;
NOW, THEREFORE, IT IS AGREED as follows:
1. In consideration for SMART executing this Agreement and Promissory Note,
NCC hereby agrees to loan to SMART a sum of money not to exceed to Fourteen Thousand
($14,000) to be used exclusively for the demolition and removal of the Freight House. SMART
may draw upon part or the entire loan amount at any time, subject to the conditions set forth
below regarding termination and repayment of the loan funds.
1

2. The loan obligations by SMART will commence upon the receipt of any part of
the funds by SMART from NCC.
3. No interest shall accrue on said loaned funds.
4. Any amounts drawn on this Promissory Note are due and payable by the end of
the fiscal year in which they are drawn. However, the Promissory Note shall be renewable on
the same terms and conditions as set forth herein, at the option of SMART, for consecutive one
year terms, not to exceed four terms. At the election of SMART, the loan funds shall not
become due and owing by SMART to NCC until the earlier of the date that the Freight House is
either rebuilt, restored, developed, sold, leased, or otherwise improved or put to use and SMART
receives funds of at least $25,000 from such improvements or actions, or until 48 months from
SMART’S acceptance of any part of the loan funds.
5. Said loan funds shall only be used for the demolition and removal of the Freight
House. SMART shall have the option to either use the loan funds to pay a contractor to
demolish and remove the Freight House or SMART may authorize NCC to undertake efforts to
demolish and remove the Freight House. If SMART authorizes NCC to assume responsibility to
demolish and remove the Freight House, NCC shall invoice SMART for the costs of such work
and said costs shall be paid from the loan funds. SMART shall not be responsible for any costs
incurred in excess of the maximum loan fund amount of $14,000, unless approved by the
SMART Board of Directors.
6. If within six months of execution of this Agreement SMART does not commence
demolition and removal of the Freight House or does not authorize NCC to do the same, then this
Agreement shall terminate and SMART shall immediately repay to NCC any loan funds
advanced.
2

7. The principal amount borrowed under this Promissory Note shall be payable from
taxes, assessments, income, revenue, cash receipts and other moneys which are received by
SMART. This Promissory Note shall be a general obligation of SMART and shall be paid with
interest thereon from moneys of SMART lawfully available therefore, as provided herein and by
law.
8. The undersigned certifies that they are duly authorized to execute this Agreement
on behalf of SMART.
9. The undersigned certifies that they are duly authorized to execute this Agreement
on behalf of NCC.
10. This instrument constitutes the entire agreement between the Parties and
supersedes and integrates all prior discussions and negotiations concerning all other matters
contained herein. The terms of this Agreement, as set forth herein, may not be orally changed or
orally modified.
11. This Agreement shall be interpreted under the laws of the State of California.
Any proceeding to enforce this Agreement shall be brought in the courts of the State of
California.
3

12. This Agreement shall not be construed against the party preparing it, but shall be
construed as if all Parties jointly prepared this Agreement and any uncertainty and ambiguity
shall not be interpreted against any one party.
SONOMA-MARIN AREA RAIL TRANSIT DISTRICT
By: ________________________________
Lillian Hames
General Manager
NOVATO CHAMBER OF COMMERCE
By: _________________________________
A. Gerald (Jerry) Peters, President
4

M E M O R A N D U M
DATE: January 12, 2006
TO:
FROM:
RE:
SMART Board
Lucrecia Milla, Property Manager
AGENDA ITEM: VIII
Staff Report: Novato Chamber of Commerce Loan Agreement and Promissory Note,
MP 27.8
Issue Summary
The Novato Chamber of Commerce (NCC) would like to give SMART a no-interest loan to
tear down and remove the fire damaged freight building and salvage some of the remaining
artifacts at the downtown Novato Depot station site.
Analysis
The downtown Novato Depot site is located on the corner of Railroad and Grant Avenues, in
downtown Novato. The freight building suffered substantial damage because of a fire many
years ago. Residents and merchants have long requested that the freight building be torn
down.
Direction was given to staff at the December Real Estate Committee Meeting, to move
forward in negotiating a no-interest loan agreement with the NCC.
The agreement provides that the NCC would fund the demolition of the freight building not to
exceed $14,000. SMART would repay the loan over time.
Staff Recommendation
Staff is seeking Board authorization of the Agreement and Promissory Note with the NCC.
4040 Civic Center Drive, Suite 200
San Rafael, California 94903
lmilla@sonomamarintrain.org
(415) 492-2859 / (Fax) 492-2854

M E M O R A N D U M
DATE: January 18, 2006
TO:
FROM:
RE:
SMART Board of Directors
John Nemeth
Santa Rosa Railroad Square RFP
Issue Summary
Agenda Item IX
A revised version of the Request for Proposals (RFP) for the development of SMART’s Railroad
Square property in Santa Rosa has been finalized for approval by the SMART Board.
Background / Analysis
Staff presented a Draft RFP to the SMART Board at the December 21 st meeting and received
feedback from both Directors and members of the public. Staff then compiled a list of proposed
changes that were presented to the SMART Real Estate Committee at its meeting on January
4 th . Madeline Chun, SMART’s attorney from Hanson Bridgett was present to address legal
considerations and answer related questions.
The current version of the RFP attached in this packet contains several changes from the
previous version presented to the Board at the December meeting. The details of these
changes are outlined in the attached matrix.
Next Steps
Subject to approval by the SMART Board, the RFP will be released and the three short-listed
development teams formally invited to submit development proposals. These proposals will be
due on Friday, March 24 th , 2006. The Ad Hoc Selection Committee will convene again in April
(date and time TBD) to select a developer to invite to enter into an exclusive negotiating
agreement.
Staff Recommendation
Staff is seeking Board approval of the RFP for release to the three development team finalists.
4040 Civic Center Drive, Suite 200
San Rafael, California 94903
LHames@sonomamarintrain.org
(415) 492-2855 / (Fax) 492-2854

Changes to Railroad Square RFP (12/21/05 version to 1/18/06 version)
#
1
TOPIC LOCATION CHANGE
Housing Page 12,
Chapter 6:
Section 6.2,
Paragraph #2
Previous: “SMART’s highest priority for the site is housing which is expected to have a
minimum of at least 35 dwelling units per acre.”
New: “SMART’s priority for the site is housing (given its expected contribution to both
revenue and ridership), which is recommended to include 125 to 190 total dwelling units, or
a gross density of 23 to 35 dwelling units per acre.
2 Affordable
Housing
Page 12,
Chapter 6:
Section 6.2,
Paragraph #2
Previous: “SMART is also encouraging developers to consider ways to ensure that a
minimum of 20% of the housing on site is affordable to households with low and moderate
incomes.”
New: “SMART is also requiring developers to ensure that a minimum of 15% of the housing
on site is affordable to households with low and moderate incomes. Developers are
encouraged to seek outside funds for this affordable component, and should work closely
with the City of Santa Rosa to identify and pursue any relevant and available local funds.”
3 Green Building Page 13,
Chapter 6:
Section 6.4,
Paragraph #2
Previous: “In addition, the SMART Board strongly supports the incorporation of green
building techniques in the development.
New: “In addition, the SMART Board requires the incorporation of green building
techniques in the development.
4
Prequalification Page 14,
Chapter 6:
Section 6.5,
Paragraph #2
New Insert: “In order to ensure reliable, high-quality construction, SMART is requiring that
all contractors and subcontractors hired by the developer to work on the SMART site meet
certain minimum requirements. These contractor requirements are spelled out in detail in
Appendix F.”
5 Prequalification Page 23,
Appendix E:
Sub-section #2
Insert: “In addition to the Minimum Business Terms described above, any ground lease
entered into between SMART and a development firm must contain the following: 3)
minimum requirements for contractors and subcontractors on the site as described in
Appendix F.”

Changes to Railroad Square RFP (12/21/05 version to 1/18/06 version)
6 Prequalification Page 24,
Appendix F
See Appendix F
7 Local Hiring for
Construction
Phase
8 Local Hiring for
Construction
Phase
Page 17,
Chapter 7:
Section 7.2,
Item #9
Page 15,
Chapter 6:
Section 6.5
Paragraph #1
New Insert: “Please explain how your firm would help to ensure that a substantial portion
of the workforce working on the site resides within the SMART District”.
New Insert: “The developer shall make a good faith effort to ensure that at least 50% of the
workforce hired to work on the SMART property during the construction phase reside in the
SMART District (either Marin or Sonoma Counties). The developer will provide SMART
with a list of employees, their positions, and the county of their residence.”
9
Living Wage Page 14,
Chapter 6
Section 6.5
Paragraph #3
New Insert: “In addition to prevailing wage and apprenticeship requirements during the
construction phase, it is SMART’s intent to require the payment of a “living wage” to
employees working on the site in the post-construction phase. This will be included as a
contractual term of any agreement ultimately signed with a development team. “Living
Wage” shall be defined as an average of the minimum wages then if effect, by those
jurisdictions in the SMART District that maintain a living wage provision (rounded to the
nearest 10 cents). Currently, there are four such jurisdictions: the City of Sonoma, the City
of Sebastopol, the Town of Fairfax, and Marin County whose average minimum wage for
contractors is $11.50 per hour with health care benefits or $13.00 without. Exemptions
shall include employers with less than 20 employees, employees who spend less than 25
percent of their time on work related to the Railroad Square facilities, and employees under
21 years of age employed by a non-profit entity for after-school, summer employment or for
training for a period not longer than 120 days shall be exempt.”
10
Living Wage Page 23,
Appendix E:
Sub-section #2
Insert: “In addition to the Minimum Business Terms described above, any ground lease
entered into between SMART and a development firm must contain the following: 2) living
wage provision for future employers.”

Changes to Railroad Square RFP (12/21/05 version to 1/18/06 version)
11
Labor
Apprenticeships
Page 13,
Chapter 6:
Section 6.5,
Final Paragraph
New Insert: “The apprenticeship requirement applies to any craft for which the State
Department of Apprenticeship Standards has approved an apprenticeship program.
Apprenticeship programs must have been approved by the State Department of
Apprenticeship Standards. Moreover, the apprenticeship program must have graduated
apprentices annually for the past 5 years. This graduation policy shall not apply to crafts
not recognized by the Dept. of Labor and/or the Department of Apprenticeship Standards. It
shall be the responsibility of the developer to provide documentation of compliance with
apprenticeship and prevailing wage requirements.”
12 Business Terms Page 23,
Appendix E:
Sub-Section 1:
Lease Term Item,
Base Rent Item
Removed: Reference to a precise number of years in the “Lease Term” item. Reference to a
specific dollar amount in the “Base Rent” item.
13 Evaluation
Criteria
Page 17,
Chapter 7:
Section 7.3
Revised:
1. Ridership and Revenue (33 1/3%)
-- projected SMART ridership generated by the proposal (estimated by considering
densities, the impact of particular uses, and the overall transit-orientation of the project)
-- projected amount of annual revenue to SMART
2. Financial Feasibility and Deliverability (33 1/3%)
-- financing plan, financial capacity, and ability to deliver project in the timeframe
envisioned
-- financial feasibility of the proposed project (including realistic cost and revenue
assumptions, and realistic business or financial plans for major proposed tenants)
-- ability of development team to conduct a public process
-- ability to address remaining criteria outlined in the submittal requirements

Changes to Railroad Square RFP (12/21/05 version to 1/18/06 version)
13
Evaluation
Criteria (cont)
Page 17,
Chapter 7:
Section 7.3
3. Quality of Overall Design & Ability to Address Needs of Stakeholders (33 1/3%)
-- quality of pedestrian realm
-- treatment of vehicle circulation and transit access
-- accommodations for bicycle access and on-site bicycle storage
-- success of parking solutions
-- any commitment to fund a local circulator shuttle
-- any affordable housing above the 15% minimum
-- degree of green building techniques incorporated
-- overall quality of architecture and design
-- quality and appropriateness of any retail program elements such as: a community
oriented food and wine center, neighborhood serving retail, and restaurant uses
-- quality and appropriateness of any community-oriented program elements such as public
open space, public art, and community uses.
-- how well project fits the context of railroad square
-- how well the project serves the immediate local community
(neighboring businesses and residents)
-- how well the project serves the greater community
-- public input / community participation

Request for Proposals
Joint Development of Railroad Square Property
January 18, 2006
Issued By:
Sonoma-Marin Area Rail Transit District

TABLE OF CONTENTS
1. Introduction .................................................................................3
2. Background and History of SMART ............................................3
3. SMART’s Joint Development Goals and Policies .......................5
4. Development Schedule and Process ..........................................5
5. Site Characteristics .....................................................................6
6. Programming Elements...............................................................9
7. Submission Requirement and Selection Procedures................14
Appendix A. SMART Joint Development Policies...........................19
Appendix B. Additional Maps and Photos.......................................20
Appendix C. Circulation Concept....................................................21
Appendix D. Sample Exclusive Negotiating Agreement .................22
Appendix E. Minimum Business Terms ..........................................23
Appendix F. Contractor Requirements............................................24

1. Introduction
The Sonoma-Marin Area Rail Transit District (SMART) is seeking proposals for development on its
5.39-acre property at Railroad Square in Santa Rosa. Three development teams have been invited to
respond to this Request for Proposals (RFP), having been selected through an earlier Request for
Qualifications (RFQ) process. Following the review of proposals submitted, SMART will select a
development team with which to enter into an exclusive negotiating agreement (ENA) to develop the site.
The selected development team will work in conjunction with SMART to deliver a high-quality, mixeduse,
transit-oriented development project that is integrated with the planned passenger rail station.
This RFP builds on the information provided previously in the RFQ, and is organized into the following
sections:
a) Background and history of SMART;
b) SMART joint development policies;
c) Development schedule and process;
d) Site and neighborhood characteristics;
e) Desired programming elements; and
f) Submission requirements and selection procedures.
2. Background and History of SMART
In 1997, the Sonoma County Transportation Authority and Marin County sponsored the Sonoma Marin
Land Use & Transportation Study, which led to the formation of the SMART Commission in 1998. The
Commission was composed of two supervisors and three city representatives from each of the two
counties. Its purpose was to guide the design and implementation of passenger train service and facilities
in support of transportation and land use patterns to counteract the effects of sprawl and reduce
congestion along the Hwy 101 corridor.
The SMART Regional Rail District was created in January 2003 with the passage of California State
Assembly Bill 2224 (Nation, District 6), consolidating the existing SMART Commission, Northwestern
Pacific Railroad Authority, and assets of the rail corridor into a single rail district. The new district is
charged with the ownership, development and implementation of passenger rail service in Sonoma and
Marin Counties. SMART is governed by 12 directors, who are appointed by Sonoma County, Marin
County and the Golden Gate Bridge Highway and Transportation District.
The proposed SMART trains will run along 70 miles of existing rail, from Cloverdale to a San Franciscobound
ferry terminal in Marin County. Current plans call for up to 14 stations, including Cloverdale,
Healdsburg, Windsor, two in Santa Rosa, Rohnert Park, Cotati, two in Petaluma, Novato North & South,
Civic Center, San Rafael and Larkspur (see Figure 1). The service is planned to run at 30-minute
frequencies during the peak commuter hours. Stations will offer convenient transfers to buses, ferries and
bicycle and pedestrian connections. Initial ridership is expected to be approximately 5,000 passengers per
day. Additional information about SMART is available at the website, www.sonomamarintrain.org.
Funding for SMART comes from a variety of sources, including state and federal funding and state rail
bond moneys. Additional funds are expected from a district-wide sales tax measure that is likely to be
placed on the ballot in November 2006.
Request for Proposals for Joint Development at Railroad Square -3-

Figure 1
SMART Corridor Map
Request for Proposals for Joint Development at Railroad Square -4-

3. SMART’s Joint Development Goals and Policies
SMART’s official joint development goals, policies and procedures are provided in Appendix A. The
overarching goals of SMART relative to joint development are to:
1. Maximize transit ridership at each site.
2. Generate long-term revenue.
3. Incorporate transit and pedestrian oriented design (i.e., integration with transit facilities, lower
parking ratios, mixed-use where appropriate) at each site.
4. Encourage economic development.
5. Improve connectivity of surrounding area to transit.
6. Encourage mixed income housing.
7. Provide high quality public space, as appropriate.
8. Maintain community compatibility between SMART’s site and the surrounding area.
SMART is seeking a fair market financial return for the use of its property, and intends to maintain
ownership of the site over the long term. Thus, a development agreement for the Railroad Square property
could come in the form of a ground lease, air rights sale or other agreement that allows development on
the site but maintains SMART’s ownership of the land. SMART also prefers an agreement that provides
an ongoing source of revenue for operations. However, SMART’s other key priority for the site is to
develop transit-oriented land uses that will maximize ridership for the SMART system. The District
understands that there may be a need to make tradeoffs between these two key goals.
4. Development Schedule and Process
The timeline for development of the Railroad Square property is as follows:
RFP Issued January 19, 2005
Proposals Due March 24, 2006
Final Developer Selection / ENA April 2006
Development Agreement
Summer 2006 (estimate)
Construction Begins
Spring 2007 (estimate)
SMART will invite the selected developer to enter into an exclusive negotiating agreement (ENA). (See
Appendix D for a sample ENA). It is anticipated that the parties will engage in initial negotiations of key
business terms that will become the basis for subsequent negotiations of a long term ground lease. (See
Appendix E for SMART’s minimum business terms and selected ground lease requirements). Upon
execution of the ENA, the selected developer will be required to make a $20,000 nonrefundable deposit in
the form of a certified cashier’s check, payable to SMART. These funds will be used to offset any costs
incurred by SMART during negotiations. Any unexpended funds will be credited toward future lease
deposits and payments.
In consultation with SMART, the development team should be prepared to initiate and manage a process
that allows for community participation and input prior to final approval. The proposals submitted in
response to this RFP should describe the team’s suggested approach to community participation. (See
Section 7.2 Submission Requirements, item #5).
Request for Proposals for Joint Development at Railroad Square -5-

Some potential mechanisms to involve the public and key decision makers include: general public
meetings, study session(s) with the SMART Board, study session(s) with the Santa Rosa City Council and
Planning Commission, and meetings with Railroad Square stakeholder groups. Developer teams are
welcomed and encouraged to propose their own approach to public involvement, which allows for ample
participation while still maintaining a reasonable development schedule.
5. Site Characteristics
5.1 Site Description
The SMART Railroad Square property was in rail use as early as the late 19 th century, primarily serving
as a yard for switching and storing rail cars. The site, currently vacant, is located at 2 W. 3rd and 34 W.
6 th Streets in Santa Rosa, between the Railroad Square business area and the historic West End
neighborhood. Railroad Square, which includes a variety of specialty retail and restaurants targeting both
locals and tourists, is a nationally registered historic district; the SMART site being within that historic
district. An aerial photo showing the site is included in Appendix B. An electronic copy of this file and of
the SMART right-of-way have also been made available to the proposing development teams.
5.2 Santa Rosa Land Use Policies
The Railroad Square area has been addressed in a series of plans, ranging from the 1979 Railroad Square
Plan to the 2004 Transit-Oriented Redevelopment Project and Programmatic EIR. The City also recently
received a grant from MTC to assist in the development of a Station Area Specific Plan for the area
around the Downtown Santa Rosa Rail Station and SMART site.
The following summarizes SMART’s current understanding of the policies of the City of Santa Rosa that
will shape development on SMART’s Railroad Square property:
Santa Rosa General Plan (2002)
The Santa Rosa General Plan lays out the land use policy for the SMART property and the surrounding
district. The Downtown planning area includes the SMART property at the southwestern edge. Santa
Rosa Creek forms the southern boundary of the planning area and the boundary moves northeast on 6 th
Street and then northwest along the western edge of the properties bounding the SMART right-of-way
and site. The Downtown planning area extends as far north as College Avenue and as far east as
Brookwood Ave. In this regard, the Railroad Square area is seen as an outgrowth of the traditional
Downtown area, rather than a separate, independent center of development.
The General Plan designates the SMART property as “Retail and Business Services”. This designation is
also applied to adjacent properties to the west, with a narrow strip of land designated “Medium Density
Residential” (8-18 dwelling units per acre) along Santa Rosa Creek. Retail and Business Services “allows
retail and service enterprises, offices, and restaurants. Regional centers, which are large complexes of
retail and service enterprises anchored by one or more full line department stores, and destination centers,
which are retail centers anchored by discount or warehouse stores, are allowed” (p. 2-16).
The area west of the SMART property is designated largely as Low Density Residential (2-8 du/acre),
which is in keeping with the existing historic residential development in this area. This is also consistent
with the view that the SMART property is at the limit of the Downtown, rather than a potential center of
development.
A major focus of the Land Use Element is to promote infill development in existing developed areas of
Santa Rosa. To reinforce this, policy LUL-A-2 states: “Allow residential development of up to 30 units
per acre, including all density bonuses, in any land use category within one-quarter mile of potential rail
Request for Proposals for Joint Development at Railroad Square -6-

transit stops along the Northwest Pacific Railroad” (p. 2-20). In addition, policy LUL-C-6 states “Permit
residential uses in all land use categories within downtown” (p. 2-22).
The Transportation Element also describes goals and policies that support the creation of the multi-modal
station and transit-supportive land uses in the Station Area. Policy T-I-2 states: “Preserve options for
future rail stations along the NWPRR corridor by zoning land in proximity to the potential station sites for
higher residential densities and/or mixed use development” (pg. 5-21). Other transportation policies call
for corridor LOS analysis rather than intersection LOS, and allow corridor LOS of lower than D along
corridors within downtown (T-A-2 and T-D-1), both of which support the additional intensity of infill
development. Further policies call for improved bicycle and pedestrian connections, both of which will be
important on the SMART property.
The Urban Design Element of the General Plan provides more guidance for the physical form of potential
development on the SMART property and in the surrounding area. Policy UD-B-6 states: “relate the scale
and character of development at the edges of downtown to the surrounding Preservation Districts” (pg. 3-
7).
The Historic Preservation Element designates several preservation districts within the Station Area. The
most important of these is the Railroad Square Preservation District, which includes the SMART
property. Others include the West End Preservation District (including the residential neighborhood just
north and west of the SMART property), the Olive Park Preservation District (small residential district
south of the SMART property), and the Saint Rose Preservation District (north of the SMART property,
on the other side of Highway 101).
The policies in the Historic Preservation Element focus mainly on retaining and rehabilitating existing
built resources, but several policies may have an impact on the development of the SMART property.
Policy HP-B-1 states: “Ensure that alterations to historic buildings and their surrounding settings are
compatible with the character of the structure and the neighborhood” (pg. 11-4). While there are not
existing historic structures on the SMART property, the policies in the Historic Preservation Element
could limit development potential if new structures are required to conform too closely to the scale of the
existing historic structures. The Hotel La Rose (across Wilson Street from the historic railroad station and
SMART property beyond) is four stories, while all other historic structures in the area are three stories or
less.
Santa Rosa Zoning Code (2004)
The Santa Rosa Zoning Code designates the SMART site as Downtown Commercial – 5 – Historic
Combining (CD-5-H).
The purpose of the CD District is “to provide for a mixture of ground-floor pedestrian-oriented shops,
personal and business services, restaurants, and other office and commercial uses that serve the entire
City and/or neighborhoods surrounding the downtown. Residential units may be developed in either a
freestanding project, or incorporated into a mixed-use project. The CD zoning district is consistent with
and implements the Mixed Use, and Retail and Business Services land use classifications of the General
Plan.”
Because the designation is intended to support “Downtown” level densities, there is no maximum lot
coverage or required setbacks with the exception of 5 foot side and rear setbacks that are required
adjacent to residential zones. There is also no limit on residential density based on lot size.
An update to the zoning code in October, 2005 split the CD district into three height categories: CD-5,
CD-7, and CD-10. The SMART property is in the CD-5 category, which restricts development to 5 stories
to a maximum of 55 feet.
Given that SMART’s property is within the Railroad Square Preservation District and is subject to an
overlay zone regulating building heights, the more restrictive maximum as-of-right height per the – H
Request for Proposals for Joint Development at Railroad Square -7-

District is 35 feet and two stories. That height limit can be increased through consensus between the
Cultural Heritage Board and the Design Review Board at the Preliminary Design Review stage of the
approvals process up to a maximum of 55 feet. Beyond 55 feet, the height may be increased further only
through the Variance process.
If a development application for Design Review is submitted and deemed complete prior to October 4,
2006, it can be processed under the prior Zoning Code in effect on October 4, 2005, in accordance with
the previous CD-H zoning designation. The major benefit with applying the prior zoning is that height in
excess of 55 feet may be approved without a Variance through consensus between the Cultural Heritage
Board and the Design Review Board.
One parking space per unit is required for residential uses, with 1 space for every 250 square feet of retail
and office uses. Parking requirements may be reduced for shared parking facilities as part of mixed-use
projects. The forthcoming Station Area Specific Plan (described below) will review parking requirements
Station Area Specific Plan
The Metropolitan Transportation Commission (MTC) recently awarded a grant to the City of Santa Rosa
to fund a specific plan for the Downtown Santa Rosa station area (the area within a 1/2 mile radius of the
SMART station). The SMART project is likely to move forward slightly in advance, or concurrent with
that effort. Consequently, the selected development team should maintain coordination and dialogue with
City’s ongoing specific planning process, especially as it relates to the Railroad Square area.
Transit-Oriented Redevelopment Project and Programmatic EIR (2004)
The City of Santa Rosa has defined and adopted a redevelopment project area that includes the SMART
property within its total 11.5-acre project area. The purpose of the plan is to “enhance and assist in the
revitalization of the project area” and is “intended to insure that the project area is revitalized with high
quality development that is pedestrian friendly, and includes the use of public transportation, the
construction of higher density commercial, office and residential uses as well as innovative public spaces
for cultural activities.”
5.3 Past Plans
Core Area Development Plan (1991)
While the policies and concepts of the Core Area Development Plan have officially sunset, there is some
useful background in this document as well. The plan calls for the development of office/incubator/livework
space, as well as parking, west of the SMART right-of-way. High-density residential uses were also
considered appropriate. The SMART property was expected to provide a 375-space, two-level parking
structure to support retail uses on both sides of the SMART right-of-way. This parking demand should be
reconsidered in light of the extensive transit network that will connect the station area to the rest of the
city and region.
Railroad Square Plan (1979)
The 1979 Railroad Square Plan offers insights into past community objectives for the property. It defined
the SMART property as located in the "Expansion Area" of the district, with the "Core Area" extending
from Highway 101 on the east to the SMART right-of-way on the west. The expansion area continues
west from the SMART property as far as Santa Rosa Creek. The plan, which was incorporated into the
General Plan at the time of its adoption in 1979, called for the historic specialty shopping district to be
reinforced by future actions. It also called for the SMART property and other Expansion Area properties
to be "Specialty Center Uses" and "Parking". The majority of the Core Area was also designated as
"Specialty Center Uses".
Request for Proposals for Joint Development at Railroad Square -8-

The plan also amended the C-2-PD Zoning District (the district in place on the SMART property at the
time, since updated). The District is focused on specialty retail uses on the first floor, with the potential
for residential, office, or other uses on upper floors to support the ground-floor retail.
The Railroad Square Plan highlighted the potential of the SMART property to provide parking for the
greater Railroad Square area. The property was identified as having the capacity for up to 260 parking
spaces.
5.4 Market Context
SMART’s consultants conducted a preliminary assessment of the market for various land uses at the
Railroad Square site in early 2005. The analysis identified retail and housing as offering the greatest
market potential over the short term.
A mixed-use retail and residential project was found to provide a number of benefits to SMART and the
Santa Rosa community, including:
• Providing needed goods and services to project and area residents and rail passengers,
• Decreasing the number of vehicle trips out of the area for shopping,
• Contributing additional retail space to the Railroad Square shopping district,
• Linking the project to the district across the railroad tracks, and
• Generating activity around the station and open space component.
Furthermore, a ground floor retail component along the continuation of 4 th Street is expected to contribute
significantly to the vitality and overall success of the project, as well as connecting the project to the rest
of Railroad Square. The analysis recommended a minimum of 20,000 square feet of ground floor retail
along the continuation of 4 th Street. The analysis also recommended the inclusion of at least 12,700 square
feet of open space or plaza at the center of the site.
6. Programming Elements
Although there is no fixed development program for the SMART property, there are programming
elements that are strongly preferred by SMART. These elements reflect SMART Board policies and
objectives as well as input from members of the local community.
While SMART understands that not all of the desired elements may be included in the final development,
these elements should be taken into consideration by the development teams. The programming elements
fall into four categories: (1) site access and circulation, (2) land use considerations, (3) development
intensity and massing, and (4) architecture and design. These elements are described in more detail below.
6.1 Site Access and Circulation
Site access and circulation are key considerations in making the SMART site function as both a transit
hub and as a transit-supportive development, while at the same time addressing the site’s relationship to
surrounding neighborhoods. The following paragraphs set out the circulation goals and discuss the site’s
constraints.
General Vehicular Access
The narrow frontage of the SMART property on 3 rd Street and the proximity of both the railroad and the
Cannery Project to the west present constraints to site access (the issue of an access easement for the
Cannery Project is discussed below). The City of Santa Rosa has concerns about a new intersection on the
western edge of the SMART property due to the small stacking space for left turns between the driveway
access to the Cannery Project. For this reason, the preferred location for a new vehicular access point to
Request for Proposals for Joint Development at Railroad Square -9-

the SMART property is at the eastern edge of the property. Due to the proximity of this location to the rail
line, however, the detailed design of this intersection is an issue that SMART will work to resolve with
the selected development team and the City. The City has concurred with this general approach for access
between the site and 3 rd Street.
There should be an effort to minimize cut-through traffic traveling between 3rd Street and 6th Street,
while still providing access to uses within the property, including the transit station. Some techniques for
discouraging through traffic could include pinch-points, bulb outs, or strong pedestrian crossings on
through streets. Proposals should avoid new vehicular track crossings aligned with 4 th and 5 th Streets.
Consideration should be given in proposals to accommodating loading areas for retail uses in ways that
do not disrupt the continuity of pedestrian access to the site.
Transit Access
The commuter rail station is expected to act as a multi-modal transportation hub, and should consequently
serve as a focal point for SMART’s development. The station’s rail passenger platforms should be
accessible for bus, shuttle, taxi and “kiss and ride” connections. Development teams should identify
space for 6 bus bays, two van pool / shuttles bays, and several taxis and 12 auto pickup/drop-off stalls.
Some of these spaces could be used as on-street parking prior to rail service implementation, and during
periods of the day when service is not provided. The rail platforms are currently planned to start near 6 th
Street and extend to the south. Existing bus routes and discussions with local transit providers suggest
that the majority of buses will enter from 3 rd Street traveling towards 6 th Street. Development teams can
assume that this is the primary transit circulation pattern, but designs should also consider the potential
for transit vehicles to enter on 6 th Street traveling towards 3 rd Street. While there is no precise location
required for these transit access elements, close proximity to the rail platforms is desirable.
Lastly, a local shuttle service connecting Railroad Square with Downtown or other destinations would be
a desirable amenity. A commitment by the developer to fund such a service, especially prior to passenger
rail implementation, would be favorably factored into the proposal evaluation.
Bicycle Access
Along with passenger rail service, SMART is planning a pedestrian and bicycle route that runs the length
of the rail corridor. While the planned pedestrian and bicycle facility does not pass directly through the
station site, the site should be reasonably traversable to cyclists passing through in a north-south direction.
Also, the rail station should also be generally accessible to those who arriving by bicycle from the
surrounding area. This station is one of several in the planned SMART system that have the potential to
include a “bike station”, a staffed bicycle parking, maintenance and/or retail facility. The responses to this
RFP should include a scenario for accommodating roughly 1,500 square foot facility as a free standing
building or integrated into the ground floor commercial space of the project. While the final dimensions
of the potential “bike stations” have not been determined, this size estimate should provide a good basis
for design.
Pedestrian Orientation
The SMART site should have a pedestrian friendly orientation throughout, and include sidewalks, visible
crosswalks and other pedestrian amenities. The development should be accessible to the public, with a
particular emphasis on pedestrian access to SMART’s rail platforms. SMART intends to design and build
platforms along both sides of its double track. These platforms will allow for pedestrian and bicycle
crossings aligned with 4 th Street and possibly with 5 th Street. The Cannery Project includes public
pedestrian access connecting from Santa Rosa Creek to the SMART property along the back of the
Cannery building, aligned with the historic water tower structure and the 4 th Street alignment.
Connections to this public space should be included in development proposals to the extent feasible.
Access to the adjacent Cannery Project
Request for Proposals for Joint Development at Railroad Square -10-

The SMART Board of Directors has directed staff to negotiate an access easement with the Santa Rosa
Canners LLC (the Cannery Project developers), and these negotiations are currently underway. Providing
this access to the Cannery Project, on the adjacent parcel to the west fronting 3 rd Street, is a vital
consideration in the development of the SMART site. The Cannery Project has two primary issues that
drive the circulation concept and the location of potential buildings on the SMART site:
1. The City of Santa Rosa requires a 28-foot wide clear area to provide emergency vehicle access
from 3 rd Street along the frontage of the Cannery building. This 28-foot wide clear area can also
provide pedestrian and bicycle access to the SMART site. The Santa Rosa Fire Department
prefers a through connection from 3 rd Street to 6 th Street that is straight and direct. Beyond the
Cannery building, provisions will be necessary for circulation of emergency vehicles as well.
2. The Cannery Project requires a setback of 40 feet – 1 inch from its building face to any building
face on the western side of the SMART property in order to meet building code requirements for
allowable building area of the Cannery Project. Development teams can consult with the Santa
Rosa Building Department to confirm this interpretation of the local building code.
Preferred Circulation Concept
To meet the circulation demands of the site, SMART has developed, in close cooperation with the City of
Santa Rosa, an overall “Preferred Circulation Concept” for the site, provided as an attachment in
Appendix C. The Preferred Circulation Concept satisfies vehicular, emergency, and transit access needs,
along with local traffic engineering requirements. It represents the current, consensus approach to
circulation on the site, but is not a mandatory component of development proposals. Respondents to the
RFP are free to deviate from this suggested scheme, so long as they are able to satisfy basic SMART
objectives, including transit access, provision of an easement along the Cannery Project, and City
requirements relating to circulation and access.
The Circulation diagram shows a 28-foot wide emergency vehicle access along the western edge of the
property for the length of the Cannery Project. Some form of access accommodating emergency vehicles,
possibly incorporating a small street, is shown continuing to 6 th Street. The character of this connection is
subject to the determination of the development teams and SMART.
In addition, the Concept calls for a two-way public access through-street beginning at 3 rd Street, generally
paralleling the SMART right-of-way and intersecting 6 th Street aligned with Adams Street. This is where
access to the rail station would occur, with space made available for buses, shuttles, and “kiss-and-ride”
drop-offs. The design of this street would involve bus and shuttle bays that parallel the curb. This allows
for flexibility, as curb space could be used in the near term for on-street parking and adjusted accordingly
in the future with striping and signage as access needs change and evolve. While the diagram shows an
east-west connection within the site aligned with 4 th Street, east-west connections on the site have not
been established in the preferred circulation concept. The character and function of any east-west
connection is subject to the determination of the developer.
Parking Considerations
There is no minimum number of automobile parking spaces being required for the purposes of serving
SMART’s passenger rail service. The only auto parking spaces required are those needed to serve the
development and comply with local development regulations. It is SMART’s policy to encourage low
parking ratios in order to accomplish a pedestrian and transit-oriented design. SMART also strongly
prefers that surface parking not be a prominent feature of the project, aside from on-street parking for new
roadways. Parking can be located underground, in a structure interior to the development, or possibly
accommodated in an off-site structure.
Request for Proposals for Joint Development at Railroad Square -11-

6.2 Land Use Considerations
There are a number of potential program elements for the Railroad Square site, with the final program
being arrived at both through discussions with SMART and through the public planning process. The
site, however, is envisioned to include a mix of transit-oriented uses, including ground-floor retail with
housing on upper stories.
Housing and Retail
SMART’s priority for the site is housing (given its expected contribution to both revenue and ridership),
which is recommended to include 125 to 190 total dwelling units, or a gross density of 23 to 35 dwelling
units per acre. SMART is also requiring developers to consider ways to ensure that a minimum of 15% of
the housing on site is affordable to households with low and moderate incomes. Developers are
encouraged to seek outside funds for this affordable component, and should work closely with the City of
Santa Rosa to identify and pursue any relevant and available local funds. The provision of affordable
housing about the 15% level will be considered an additional amenity which will be factored into the
proposal evaluation. SMART’s policy preference is to maintain ownership, it recognizes that
development of housing at the site may require a complex financing solution such as sale of air rights, a
very long ground lease term, or other mechanisms that will allow for development of condominiums on
the site.
SMART also desires ground floor retail uses that will serve the needs of residents in the area and be
supportive of other businesses in the historic Railroad Square retail and entertainment district. The market
assessment conducted by SMART’s real estate consultants recommended a minimum of 20,000 square
feet of this type of retail.
Food & Wine Center considerations
The Santa Rosa City Council and many members of the local community have expressed a desire for a
Food & Wine Center on the SMART site. A non-profit corporation, The Sonoma County Food & Wine
Center, has been formed to promote development of a Food and Wine Center in Santa Rosa. At present,
the Center is envisioned to include an indoor market hall, outdoor market stalls under cover and an openair
plaza market area, as well as space for public meetings and education. The Center is expected to
incorporate education and retail functions in conjunction with the Santa Rosa Junior College Culinary
Institute, which may be relocating to a facility integrated into the Cannery project, adjacent to the
SMART property. SMART is interested in seeing innovative and integrated Market/Food and Wine
proposals that still adhere to the other RFP objectives, including housing, parking considerations, and the
assumption of market rate rents. Any Food & Wine Center should be a flexible enough type of space that
it could be used by a variety of future tenants with a minimal need for retrofit.
Potential Program Elements
Programming for the site should take into consideration the range of existing and proposed development
with the Downtown Santa Rosa Station Area (the area within 1/2 mile walking distance of the station
platform). Potential program elements include:
• A community/regionally oriented Food and Wine Center;
• Neighborhood-serving retail services, such as a grocery store, drug store or bank;
• Specialty retail and restaurant uses, similar in character existing to the Railroad Square Area;
• Housing, both market-rate and affordable;
• Community uses (e.g., arts and cultural uses including studios or galleries, child care center, etc.);
• Public open space and/or plaza space potentially integrated with arts and/or food and wine uses.
Request for Proposals for Joint Development at Railroad Square -12-

6.3 Development Intensity and Massing Considerations
The context of the site, located between the historic Railroad Square commercial area and the historic
West End Neighborhood, influences the configuration of potential development. Development on the
SMART site will need to interface with the surrounding properties and respect important view corridors
and other site features. Some key intensity and massing considerations include:
• Matching the scale of the West End neighborhood along 6th Street (likely limiting development
to 2-3 stories on this frontage).
• Matching the scale of the historic Cannery building on 3rd Street (likely limiting development to
3 stories on this frontage with the potential of up to 5 stories stepped back from a primary 3 story
facade).
• Preserving views along 4th Street “corridor” to the historic water tower on the Cannery site.
• Concentrating massing and intensity at the center of the site (up to 4-5 stories) with lower
intensities at the perimeter of the site.
• Respecting a City required 45 foot setback from the face of the adjacent Cannery project to the
west of the site
6.4 Architecture and Design
There is no particular architectural style required for this project, although development teams should
consult any relevant City of Santa Rosa design guidelines that apply to Railroad Square. The overall
design of the site should be of a high quality, fit well within its context, and acknowledge the presence of
the rail station.
In addition, the SMART Board strongly supports the incorporation of green building techniques in the
development. As a guide, builders are encouraged to review the Leadership in Energy and Environmental
Design (LEED) criteria as defined by the U.S. Green Building Council. A project with LEED certification
at the silver or gold level is desirable, although the incorporation of “green” elements may be more
essential than actual certification. Proposals should clearly identify any project elements that could be
considered evidence of green building.
6.5 Labor Provisions
There are a number of labor-related provisions that will be requirements in any future joint development
agreement with SMART. Consequently, development team should factor these provisions into their
proposals, including any financial analyses.
Prevailing Wage & Apprenticeship Program for Construction Phase
It is SMART’s intent to require the payment of “prevailing wages” for applicable classifications of labor,
as determined by the California Department of Industrial Relations (DIR) for the construction phase of
the development, regardless of whether the project is technically deemed a public works project.
Moreover, it is SMART’s intent to require the use of apprentices during the construction phase, consistent
with the requirements for public works projects as governed by DIR regulations. The apprenticeship
requirement will apply to any craft for which the State Department of Apprenticeship Standards has
approved an apprenticeship program. Apprenticeship programs must have been approved by the State
Department of Apprenticeship Standards. Additionally, the apprenticeship program must have graduated
apprentices annually for the past 5 years. This graduation policy shall not apply to crafts not recognized
by the Dept. of Labor and/or the Department of Apprenticeship Standards. It shall be the responsibility of
the developer to provide documentation of compliance with apprenticeship and prevailing wage
requirements.
Request for Proposals for Joint Development at Railroad Square -13-

Local Hiring for Construction Phase
The developer shall make a good faith effort to ensure that at least 50% of the workforce hired to work on
the SMART property during the construction phase reside in the SMART District (either Marin or
Sonoma Counties). The developer will provide SMART with a list of employees, their positions, and the
county of their residence to show the level of success in achieving this goal.
Minimum Contractor Requirements for Construction Phase
In order to ensure reliable, high-quality construction, SMART is requiring that all contractors and
subcontractors hired by the developer to work on the SMART site meet certain minimum requirements.
These contractor requirements are spelled out in detail in Appendix F.
Living Wage for Post-Construction Phase
In addition to prevailing wage and apprenticeship requirements during the construction phase, it is
SMART’s intent to require the payment of a “living wage” to employees working on the site in the postconstruction
phase. This will be included as a contractual term of any agreement ultimately signed with a
development team. “Living Wage” shall be defined as an average of the minimum wages then if effect,
by those jurisdictions in the SMART District that maintain a living wage provision (rounded to the
nearest 10 cents). Currently, there are four such jurisdictions: the City of Sonoma, the City of Sebastopol,
the Town of Fairfax, and Marin County whose average minimum wage for contractors is $11.50 per hour
with health care benefits or $13.00 without. Exemptions shall include employers with less than 20
employees, employees who spend less than 25 percent of their time on work related to the Railroad
Square facilities, and employees under 21 years of age employed by a non-profit entity for after-school,
summer employment or for training for a period not longer than 120 days shall be exempt.
7. Submission Requirement and Selection Procedures
7.1 Submittal Instructions
Invited development teams shall prepare one (1) original and nine (9) copies of their proposal. The
submittal should be organized following the Submission Requirements section headings noted below, and
include at least the requested information. SMART reserves the right to request additional information
during the RFP period. Responses must be submitted not later than 5:00 PM on March 24, 2006.
Responses should be submitted to:
John Nemeth, Rail Planning Manager
Sonoma-Marin Area Rail Transit District
4040 Civic Center Drive, Suite 200
San Rafael, California 94903
Questions or clarifications concerning the RFP should be addressed to John Nemeth either by phone at
(415) 492-2837 or by email (jnemeth@sonomamarintrain.org). SMART will make best efforts to respond
to all questions received prior to February 15, 2006. The answers to questions deemed relevant to all
development teams will be provided to all teams. No proposal may be withdrawn for a period of ninety
days (90) following the submission deadline.
7.2 Proposal Requirements
Each development team should provide all the following in their proposal: (All documents submitted
shall be deemed public records and will be made available for general public review. Any proprietary or
confidential information should be submitted under a separate cover. If a proposer requests that SMART
withhold from disclosure information identified as confidential, and SMART complies with the
proposer’s request, the proposer shall assume all responsibility for any challenges resulting from the non-
Request for Proposals for Joint Development at Railroad Square -14-

disclosure, indemnify and hold harmless SMART from and against all damages (including but not limited
to attorneys’ fees that may be awarded to the party requesting the information) and pay any and all cost
and expenses related to the withholding of the information. Proposer shall not make a claim, sue or
maintain any legal action against SMART or its directors, officers, employees or agents concerning the
withholding from disclosure of the information)
1. Cover Letter
The proposal must contain a cover letter signed by the Development Team representative who is
authorized to represent and negotiate on behalf of the development entity. The letter should state
the legal name and form of the development entity, and provide the mailing address, phone and
fax numbers and e-mail address of the team’s representative.
2. Executive Summary
Please provide a summary of the proposed development and other key elements of the proposal,
which does not include details regarding financial capacity or the financing plan.
3. Development Team Changes/Additions
Please highlight any changes in the development team or additional team members who were not
previously included, if any. The development team should include, at a minimum, the following:
Developer/development entity
Architect
Community Outreach specialist
Primary source(s) of project equity (and potential secondary sources/financial partners, if known)
For each team member, please indicate prior experience working with other members of the
development team, the proposed role and qualifications of the team member, and any other
information relevant to the RFP requirements.
4. Project Description
Please provide a narrative description and graphical representations of the proposed project
including:
a) A detailed description of the development program envisioned for the site, including
the total number, square footage, size, and types of housing units (market rate and
affordable) and square feet of retail space, a description of the target markets for
housing and retail, and the market feasibility of each use.
b) A description of the proposed project’s design and architectural features.
c) A site plan showing building, entries, uses, circulation, and public open spaces,
d) At least one massing diagram that shows the sizes of the proposed buildings and their
relationship to surrounding development.
e) Site section(s) that illustrate the relationship of buildings and uses on the site,
including a section through the 4 th Street alignment looking north.
f) A brief narrative that describes how the proposed project fulfills SMART’s joint
development goals (set forth in Appendix A) and programming elements (described
in Chapter 6 of this RFP).
Request for Proposals for Joint Development at Railroad Square -15-

5. Public Involvement
Please provide a clear description of your proposed methods to incorporate input from the
community, including the number of public meetings and other opportunities for public input
throughout the process.
6. Financing Plan
The proposal should include a financing plan and financial analysis that includes:
i
ii
iii
A description of the method of financing the project, differentiating by phase and
product where possible. Provide a clear and detailed plan for securing the
necessary equity and debt to finance the project (including the affordable
component), highlighting the nature and likely timing of any major
contingencies. Indicate the proposed shares of debt and equity. Please identify
and include preliminary commitments or statements of interest from lenders
and/or potential equity partners. Please describe funding committee approval
process. SMART reserves the right to request additional documentation of the
proposer’s financial capacity as a part of the evaluation of proposals.
A description of the proposer’s key business assumptions. Please refer to
Appendix E regarding SMART’s minimum business terms and selected ground
lease requirements. SMART anticipates receiving unsubordinated rental
payments consistent with the market value of the proposed leasehold. Please
provide written confirmation that SMART’s real property fee ownership and
ground lease rent will not be subordinated.
A financial analysis that includes i) details regarding estimated sources and uses
of funds and a breakdown of estimated construction costs; ii) assumptions about
rents, other revenues, and operating expenses by use; and iii) a cash flow analysis
that shows estimated phasing of development costs, rents and other operating
assumptions, debt service, ground lease payments and residual cash flows.
7. Financial Capability
Unless already provided (as part of the RFQ submittals), the developer should also provide:
i. Audited financial statements for the past five years, including a balance sheet,
income statement, and statement of cash flow. These financial statements may be
provided under separate cover, if desired.
ii.
References (name and phone number) for at least two commercial banks and two
institutional development partners. Please describe the nature of the references’
involvement in prior comparable projects, i.e., financial sources that have
provided members of the development team with debt or equity financing of
comparable magnitude to that required for the proposed project. In addition,
please provide at least two public agency references for projects completed by
members of the development team (e.g., city managers, redevelopment staff,
planning directors, economic development directors, etc.) and at least two other
contacts that can provide information about the experience and capability of
members of the development team to complete the proposed project.
Request for Proposals for Joint Development at Railroad Square -16-

8. Contractor Selection
Please explain your team’s typical process for selecting and hiring contractors and subcontractors
involved in project construction. Include a discussion of any quality control and
assurance measures used by your firms to ensure quality, safety and reliability.
9. Local Hiring
Please explain how your team would help to ensure that a substantial portion of the labor force
working on the sire during the construction phase resides within the SMART District.
10. Project Schedule
Provide a detailed project schedule that addresses negotiation of the ENA with SMART, public
participation, entitlements and project construction.
7.3 Proposal Evaluation and Award
The submittals will be reviewed by the Ad Hoc Railroad Square Selection Committee, which is composed
of members of the SMART Board and representatives of the City Council of Santa Rosa. SMART’s staff
and consultants (Strategic Economics and Community Design + Architecture) may also assist in
reviewing proposals. Participants in the evaluation process are prohibited by conflict of interest laws
from having a financial interest in the development proposals. The three development teams may be
requested to make a presentation to the selection committee, depending on timing and availability. In this
event, SMART will make an effort to provide early notification to the development teams.
All proposals are expected to meet minimum program requirements in the RFP which include: an
affordable housing minimum of 15%, some degree of green building, adherence to labor provisions
(outlined in section 6.5) including prevailing wage, construction apprenticeship requirements and living
wage requirements for future employment. In addition, all proposals must include the ten requirements
outlined above in section 7.2). The following criteria will be used to evaluate the development team
submittals:
1. Ridership and Revenue (33 1/3%)
-- projected SMART ridership generated by the proposal (estimated by considering
densities, the impact of particular uses, and the overall transit-orientation of the project)
-- projected amount of annual revenue to SMART
2. Financial Feasibility and Deliverability (33 1/3%)
-- financing plan, financial capacity, and ability to deliver project in the timeframe envisioned
-- financial feasibility of the proposed project (including realistic cost and revenue
assumptions, and realistic business or financial plans for major proposed tenants)
-- ability of development team to conduct a public process
-- ability to address remaining criteria outlined in the submittal requirements
3. Quality of Overall Design & Ability to Address Needs of Stakeholders (33 1/3%)
-- quality of pedestrian realm
-- treatment of vehicle circulation and transit access
-- accommodations for bicycle access and on-site bicycle storage
-- success of parking solutions
Request for Proposals for Joint Development at Railroad Square -17-

-- any commitment to fund a local circulator shuttle
-- any affordable housing above the 15% minimum
-- degree of green building techniques incorporated
-- overall quality of architecture and design
-- quality and appropriateness of any retail program elements such as: a community / regionally
oriented food and wine center, neighborhood serving retail, and restaurant uses
-- quality and appropriateness of any community-oriented program elements such as public open
space, public art, and community uses.
-- how well project fits the context of railroad square
-- how well the project serves the immediate local community (neighboring businesses
and residents)
-- how well the project serves the greater community
The Selection Committee will compile a general consensus ranking based on the above criteria. The
highest ranked proposer will be recommended for execution of an exclusive negotiations agreement, as
described in Section 4 above and Appendix D. If the parties are unable to reach agreement on the ENA,
then the second highest ranked firm may be offered the opportunity to enter into exclusive negotiations.
All proposers will be notified of the recommended award, if an award is made.
7.4 Equal Opportunity Statement
SMART is committed to nondiscrimination and equal opportunity in all contracting and purchasing
opportunities. The policy and intent of SMART is to provide equal opportunity for all persons regardless
of race, color, religion, national origin, marital status, political affiliation, sexual orientation or gender
identity, status with regard to public assistance, disability, sex, or age.
7.5 Disclaimer
This RFP does not represent a commitment or offer by SMART to enter into an agreement with a
developer or to pay any costs incurred in the preparation of a response to this request. SMART has sole
discretion and reserves the right to reject any and all responses received with respect to this RFP and to
cancel the RFP at any time prior to entering into a formal agreement. This RFP is for information only to
help respondents to create viable proposals and does not represent a commitment by SMART to ensure
inclusion of all the suggested project elements.
The responses and any information made a part of the responses will not be returned. All documents
submitted shall will be deemed public records and will be made available for general public review. Any
proprietary or confidential information should be submitted under a separate cover.
Request for Proposals for Joint Development at Railroad Square -18-

APPENDIX A
SMART JOINT DEVELOPMENT POLICIES
Request for Proposals for Joint Development at Railroad Square -18-

SITE PHOTOS
(Viewed from the East)

HISTORIC DEPOT BUILDING
(Adjacent to Site)

APPENDIX B
ADDITIONAL MAPS AND PHOTOS
Request for Proposals for Joint Development at Railroad Square -19-

Joint Development Goals, Policies and Procedures
A. GOALS
1. Maximize transit ridership at each site.
2. Generate long-term revenue.
As adopted March 16, 2005
3. Incorporate transit and pedestrian oriented design (i.e., integration with transit
facilities, lower parking ratios, mixed use where appropriate) at each site.
4. Encourage economic development.
5. Improve connectivity of surrounding area to transit.
6. Encourage mixed income housing.
7. Provide high quality public space, as appropriate.
8. Maintain community compatibility between SMART’s site and the surrounding
area.
B. POLICIES
1. Financial Return
SMART will seek to achieve a fair market financial return on its property as
appropriate to each land use to be included in the proposed project(s).
4040 Civic Center Drive, Suite 200
San Rafael, California 94903
LHames@sonomamarintrain.org
(415) 492-2855 / (Fax) 492-2854

Page 2
2. Relationship with Local Governments
SMART will create partnerships with local governments to establish the appropriate
land use parameters governing development on all SMART property. These land
use parameters must reflect both SMART’s need to have transit supportive land uses
on its property and the local community’s goals for future development.
Local Governments will be included in the developer solicitation process as deemed
appropriate by the SMART Board.
Under certain circumstances SMART may contract with a local government to lead
the developer solicitation process.
3. Public Participation
SMART and their selected developer will jointly seek community input, through
workshops and other appropriate means, on any development proposal prior to
submitting a formal development application.
SMART will also participate with the developer in any other community workshops
required by the local jurisdiction as part of the development review process.
SMART will seek public input prior to finalizing a joint development agreement with a
developer.
4. Workforce Housing
SMART will strongly encourage mixed income housing in its joint development
projects where housing is appropriate.
C. IMPLEMENTATION PROCEDURES
1. Developer Solicitation Process
In cases where SMART is considering joint development, an initial decision must be
reached as to whether the developer will be selected under a competitive bid process
or through direct initiation (i.e. no competitive bid process). The attached flow chart
illustrates this process.
Under those circumstances where a competitive solicitation process is appropriate,
the SMART Board must determine whether they would prefer the solicitation to be a
SMART Memorandum
August 2, 2005

Page 3
request for proposals or a request for qualifications. In either case, the solicitation
should include clearly defined development objectives for the site that reflect both
SMART’s joint development goals and local land use and circulation policies. These
objectives should be reviewed and approved by the local jurisdiction prior to issuing
the solicitation.
SMART should allow for direct initiation of joint development projects in
circumstances where:
• A property's development potential is significantly constrained by its
size, configuration or access; and,
• Where an adjacent property owner is developing or redeveloping their
property and is interested in a joint project.
SMART may conduct the developer solicitation process or contract this function out
to a consultant or the local jurisdiction. In the case that SMART contracts with
another party to conduct the solicitation process, the entity conducting the process
must be fully compensated for their services, whether this entity is a private
consultant or a local government.
2. Developer Evaluation Criteria
Competitive solicitation processes should use the following evaluation criteria to
review developer submittals; however, additional criteria may be added if approved
by the SMART Board:
• Qualifying experience with the types and intensity of land use that are desired
• Sufficient financial capacity to finance the proposed projects as determined by
consultant team & legal advisor
If the developers have submitted a full proposal, then the following additional
evaluation criteria should also be used
• Consistency with the proposal guidelines & local land use regulations
• Protects existing and future transit facility functions and transit operations
• Financial return to agency
• Merits of site plan/development concept (high quality urban design)
• Generation of transit ridership
• Market viability of proposal
• Proposed public participation process
Direct initiation agreements will not be subject to such review, although the developer
must demonstrate financial capability to build the proposed project and the project
itself must go through the standard public review process.
SMART Memorandum
August 2, 2005

Page 4
3. Party of Record on Disposition and Development Agreements
SMART will sign lease, and other disposition and development agreements directly
with those parties intending to develop its property, giving the SMART Board full
review power over the provisions in the lease agreements. This will be the case even
in situations where a local government has taken the lead on the developer
solicitation process.
SMART Memorandum
August 2, 2005

APPENDIX C
CIRCULATION CONCEPT
Request for Proposals for Joint Development at Railroad Square -20-

APPENDIX D
SAMPLE EXCLUSIVE NEGOTIATING AGREEMENT
Request for Proposals for Joint Development at Railroad Square -21-

EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT (the “Agreement”) is entered
into by and between the Sonoma-Marin Area Rail Transit District (“AGENCY”), and
________________________________________ (“DEVELOPER”), a __________________.
In consideration of the covenants herein contained, AGENCY and
DEVELOPER hereby agree as follows:
1. Exclusivity Period. For a period of sixty (60) days from and after the
last date of execution of this Agreement on the signature page by a party hereto
(the “Exclusivity Period”), AGENCY shall negotiate exclusively and in good faith
with the DEVELOPER regarding the terms of a long-term ground lease (collectively
referred to hereinafter as the “Lease”) with respect to the development of a mixed
use high-quality transit-oriented development project to be located on a portion of
real property located along the SMART Rail Corridor at Railroad Square in Santa
Rosa and shown on the attached drawing (the “Site”). This Agreement may also be
extended for additional periods of time as mutually agreed to in writing by both the
AGENCY and the DEVELOPER. The General Manager/CEO of the AGENCY is
specifically authorized to extend this Agreement on behalf of the AGENCY. In
addition, provided that the DEVELOPER and AGENCY have agreed upon the
Terms Sheet, as described in this Request for Proposal dated _______ (the “RFP”),
the term of this Agreement shall be automatically extended to provide a 90-day
period in which the parties may develop the specific text of the Lease. During the
Exclusivity Period, the AGENCY shall neither negotiate nor enter into any
agreement with any other party for a Lease or other development arrangement of
all or any portion of the Site without the DEVELOPER’s approval. DEVELOPER’s
proposal, dated ___, shall be binding upon DEVELOPER during the Exclusivity
Period and any extension(s), except as otherwise authorized by the AGENCY.
2. Exclusivity Fee. In consideration of the AGENCY’s grant to the
DEVELOPER of this Exclusivity Period, to compensate the AGENCY’s costs (e.g.,
legal counsel, surveys, engineering, consultants, etc.) incurred in negotiating and
Exclusive Negotiation Agreement 1 1226749.1

developing the Lease, and to compensate the AGENCY for its removing the Site
from the development market during the Exclusivity Period and the potential loss
of prospective opportunities which may result during such Exclusivity Period,
DEVELOPER shall pay to the AGENCY a non-refundable Exclusivity Fee in the
total amount of Twenty Thousand Dollars ($20,000.00) within five (5) days after
execution of this Agreement by the AGENCY and receipt by the DEVELOPER of a
fully signed duplicate original. The foregoing payment shall be made in the form of
a cashier’s check. If DEVELOPER has not timely made the payment described in
the foregoing clause, then the DEVELOPER’s rights with respect to the Exclusivity
Period shall automatically terminate. If a Lease is executed and if there is any
deposit remaining after deducting the appropriate AGENCY costs, as determined
by the AGENCY, the remaining balance of the Exclusivity Fee will apply towards
the first year’s Lease payment to the AGENCY by the DEVELOPER, or refunded to
the DEVELOPER if no Lease is executed.
3. Responsibilities During Initial 60-day Exclusivity Period.
A. DEVELOPER shall provide to AGENCY the following
information:
1. Any report and/or data generated from a physical inspection of
the property including environmental analysis.
2. Written notice of intent to withdraw or to make an offer for
Lease, purchase or other acquisition of land or air rights or other
developmental rights as appropriate to the proposal.
B. The AGENCY shall make available to the DEVELOPER all
relevant, existing reports and surveys relating to the physical boundaries
and environmental condition of the property. The DEVELOPER will treat all
such reports in confidence.
C. The AGENCY will grant the DEVELOPER the right to enter the
property to perform a physical inspection of the property. The DEVELOPER
shall notify the AGENCY in advance of its proposed schedule for entering on
Exclusive Negotiation Agreement 2 1226749.1

the property and shall coordinate the work with the AGENCY so as to avoid
interference with on-going activities on the property. The DEVELOPER shall
enter in the AGENCY’s Right of Entry Agreement before entering the
property. The results of any such inspection or testing shall promptly be
provided by the DEVELOPER to the AGENCY. The DEVELOPER will not be
authorized to share such information with any other party without the
AGENCY’s written consent, except as the DEVELOPER considers necessary
for analysis of the property and formulation of its development proposals
and upon prior written notice to the AGENCY and subsequent approval by
the AGENCY and may require a confidentiality agreement prior to its
release.
4. AGENCY’s Approval. By the end of the Exclusivity Period, if the
DEVELOPER and the AGENCY’s joint development staff have not finalized the
terms of the transaction and the DEVELOPER has not executed and submitted the
Lease as an offer to the AGENCY on terms negotiated by the parties during this
Period, then this Agreement shall automatically terminate. If the DEVELOPER has
timely executed and submitted the Lease to the AGENCY, then the Exclusivity
Period shall automatically be extended without further act by the parties or further
consideration for an additional period of thirty (30) days commencing on the date
the AGENCY receives such an executed Lease offer, during which additional time
period the AGENCY staff shall submit the Lease to the AGENCY’s Board of
Directors for consideration in accordance with the AGENCY’s standard procedures.
The DEVELOPER understands and acknowledges that the AGENCY’s Board of
Directors may, in its sole and absolute discretion, disapprove the Lease so
submitted. This exercise of discretion may include any review required under the
California Environmental Quality Act.
5. Notices. General day-to-day communications shall be directed to the
Rail Planning Manager. All other notices or communications deemed by either
party to be necessary or desirable to be given to the other party shall be in writing
and may be given by personal delivery to a representative of the parties or by
mailing the same postage prepaid, addressed as follows:
Exclusive Negotiation Agreement 3 1226749.1

If to the AGENCY: Sonoma-Marin Rail Transit District
Attn: General Manager/CEO
4040 Civic Center Dr.
San Rafael, CA 94903
If to the DEVELOPER:
Attn:
The address to which mailings may be made may be changed from
time-to-time by notice mailed as described above. Any notice given by mail shall
be deemed given on the day after that on which it is deposited in the United States
Mail as provided above.
6. Assignment. The DEVELOPER shall have the right to assign this
Agreement and/or the Lease to another DEVELOPER-owned and controlled entity,
subject to the approval of the AGENCY. AGENCY shall review the proposed
assignee for adequacy of financial capacity and management expertise to
successfully perform DEVELOPER’s obligations and responsibilities under the
Agreement and Lease, and shall not unreasonably withhold its consent to the
assignment.
Exclusive Negotiation Agreement 4 1226749.1

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the respective dates set opposite their signatures. The effective date of this
Agreement, and the date from which the Exclusivity Period shall be measured,
shall be the last date of execution of this Agreement by a party hereto.
AGENCY:
By:
Title:
Date:
DEVELOPER:*
*By:
Title:
Date:
ATTEST:
By:
Board Secretary for the Agency
*By:
APPROVED AS TO FORM:
By:
Attorney for the Agency
Title:
Date:
*Note:
If the Developer is a Corporation, this
Agreement must be executed by two (2)
Corporate Officers, consisting of:
1) the President, Vice President or
Chair of the Board, and
2) the Secretary, Assistant Secretary,
Chief Financial Officer, or Assistant
Treasurer.
In the alternative, this Agreement may
be executed by a single Officer or a
person other than an Officer provided
that evidence satisfactory to the Agency
is provided demonstrating that such
individual is authorized to bind the
Corporation (e.g., a copy of a certified
resolution from the Corporation’s Board
or a copy of the Corporation’s bylaws.)
Exclusive Negotiation Agreement 5 1226749.1

APPENDIX E
MINIMUM BUSINESS TERMS
Request for Proposals for Joint Development at Railroad Square -1-

MINIMUM BUSINESS TERMS
AND SELECTED GROUND LEASE
REQUIREMENTS
1. MINIMUM BUSINESS TERMS
Proposers are required to submit a business offer that addesses each of the key terms
listed below, and a detailed pro forma covering the pre-development, construction and
lease up periods and ten years of projected operations.
1. Key Terms
Subordination. SMART’s fee ownership and minimum base rent will not be
subordinated.
Lease Term. SMART will agree to a lease term appropriate to the proposed use
and based upon market conditions.
Base Rent. Base rent is expected to represent a market rate return on a land value
for a mixed-use transit-oriented development (TOD). Periodic adjustments and
re-appraisals of base rent will be required. The proposed Base Rent should be
based on the Proposer’s view of the market value of the leasehold.
Participation Rent. Some form of participation or percentage rent will be
required. Participation approaches based on gross effective income and/or
participation in net profits from refinancing and sale should be considered.
Possessory Interest Tax. The lessee will be expected to pay a possessory interest
tax in lieu of property tax.
Performance Benchmarks. All documents related to the transaction will contain
time and performance benchmarks with clear termination provisions for nonperformance.
Completion Guaranties. The ground lease will include the requirement of a
completion guarantee acceptable to SMART. Additional performance or payment
bonds may also be required.
Assurances. The ground lease will include provisions for first quality
construction as well as operating covenants once the project is placed in service.
1227364.1

Assignment. SMART will have a reasonable right to approve any assignment of
the lease and must do so in writing.
Real Estate Commissions. SMART will not pay any commissions whatsoever to
brokers in this transaction.
2. SELECTED GROUND LEASE REQUIREMENTS
In addition to the Minimum Business Terms described above, any ground lease entered
into between SMART and a development firm as a result of exclusive negotiations must
contain the following: 1) prevailing wage provisions; 2) living wage provision for future
employers; 3) minimum requirements for contractors and subcontractor on the site as
described in Appendix F; 4) provisions regarding non-discrimination; and 5) insurance
coverage estimated at $10 million per occurrence for Commercial General Liability,
Employer’s Liability, Business Automobile Liability, Professional Liability, Lessees’
Pollution Liability, and (during construction periods only) Railroad Protective Liability.
All insurance policies will be required to include SMART as additional insureds, contain
waivers of subrogation, and indicate that they are primary to any other insurance.
This list of contract requirements is provided for information purposes only and is
not intended to be exhaustive. The development firm will be required to include these
provisions required by SMART in any contract for construction or development of the
property.
1227364.1

APPENDIX F
MINIMUM CONTRACTOR REQUIREMENTS
Request for Proposals for Joint Development at Railroad Square -1-

MINIMUM CONTRACTOR REQUIREMENTS
The following requirements shall apply to all contractors and subcontractors working on the
SMART project during the construction phase.
1) Firms shall not be debtors in a current bankruptcy case, or have been in bankruptcy at any
time in the last five years.
2) Firms shall not have had any CSLB license suspended in the last five years, including
those held by its Responsible Managing Employee (RME) or its Responsible Managing
Officer (RMO).
3) Firms shall not have been debarred, disqualified, removed or otherwise prevented from
bidding on, or completing, any government agency or public works project in the last five
years, pursuant to an adjudicated proceeding or administrative process. This includes any
company with which the firm’s owners, officers or partners have been associated with.
4) Firms shall not have had a surety company make payments on their behalf as a result of a
default, or to satisfy claims made against a performance or payment bond issued on the
firm’s behalf, for more than two claims.
5) Firms, including their owners, officers or partners, shall not have been found liable in a
civil suit, or found guilty of criminal action for making a false claim or material
misrepresentation to any public entity pursuant to an adjudicated proceeding or
administrative process.
6) Firms, including their owners, officers or partners shall not have been convicted of a
crime involving any federal, state or local law related to construction.
7) Firms, including their owners, officers or partners shall not have been convicted of a
federal or state crime of fraud, theft, or any other act of dishonesty.
8) Firms shall not have had penalties assessed for any “serious”, “willful” or “repeat”
violations of Cal OSHA health and safety regulations in the last five years, pursuant to an
adjudicated proceeding or administrative process.
9) Firms shall not have had penalties assessed by the federal Occupational Safety and
Health Administration in the past five years, pursuant to an adjudicated proceeding or
administrative process.
10) Firms shall not have had assessed penalties by the Air Quality Management District or
the Regional Water Quality Control Board in the last five years, pursuant to an
adjudicated proceeding or administrative process.
11) Firms should have an Experience Modification Rate of 1.2 or lower, based on an
average of the past three premium years. (Note: Experience Modification Rates are
issued annually by workers’ compensation insurance carriers.)

12) Firms should not have been required to pay back wages or penalties for failure to comply
with the state’s prevailing wage requirements, on 3 or more occasions in the last five
years, pursuant to an adjudicated proceeding or administrative process.
13) Firms should not have been required to pay back wages or penalties for failure to
comply with the federal Davis-Bacon prevailing wage requirements on 3 or more
occasions in the last five years, pursuant to an adjudicated proceeding or administrative
process.
14) Firms shall not have been found to violate any provision of California apprenticeship
laws or regulations, or the laws pertaining to the use of apprentices on public works on 3
or more occasions in the last five years, pursuant to an adjudicated proceeding or
administrative process.
In addition to the aforementioned minimum requirements, developers are also expected to
provide SMART with answers the following questions regarding contractors and subcontractors,
to the extent permitted by law.
1) Have any contractors or subcontractors been assessed and paid liquidated damages after
completion of a project, within the last five years?
2) Have any contractors or subcontractors been denied an award of a public works
contract based on a finding that they were not responsible bidders within the last five
years?
3) Have there been any claims against any contractors or subcontractors filed in court or
arbitration in the last five years?
4) Have there been any claims against any project owners filed in court or arbitration
concerning work on a project or payment for a contract in the last five years?
5) Has any insurance carrier refused to renew the insurance coverage for any contractors
and subcontractors within the last 5 years?
6) Have any contractors or subcontractors been required to pay a premium of more than
one percent for a performance and payment bond at any time in the last three years? If
so, please explain.
7) Have any contractors or subcontractors been denied bond credit by a surety company,
or was there a time when they did not have surety bond in place when one was
required?
8) How often do contractors and subcontractors hold required documented safety meetings
for construction employees and field supervisors?

9) Have any contractors or subcontractors been without workers’ compensation insurance
or state-approved self-insurance within the last five years?