2006/05/23 City Council Resolution (16)RESOLUTION NO. 2006- 139
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AND AUTHORIZING CITY MANAGER TO EXECUTE SUBDIVISION
AGREEMENT, LANDS OF CODDING, PARCEL MAP NO. 167 (APN 143 - 391 -064)
WHEREAS, On April 12, 2006, the Rohnert Park Subdivision Committee approved the
Tentative Parcel Map for Parcel Map No. 167, Lands of Codding Enterprises, Subdivision,
prepared by Baechtel /Hudis Engineers/ Planners and dated April 16, 1998 (the "Tentative Map "),
subject to certain conditions of approval (the "Conditions ") contained in Planning Resolution No.
2006 -12; and
WHEREAS, the Developer, Codding Enterprises has prepared the Parcel Map and
Improvement Plans to address the Conditions; and
WHEREAS, the City Engineer has approved the Parcel Map and Improvement Plans;
and
WHEREAS, the Developer has executed an agreement with the city which provides
surety to the City guaranteeing the performance of the subdivision improvements;
NOW, THEREFORE, BE IT RESOLVED that the City Manager is hereby authorized
and directed to execute the subdivision improvement agreement for and on behalf of the City of
Rohnert Park.
DULY AND REGULARLY ADOPTED this 23rd day of May, 2006.
ATTEST:
CITY OF ROHNERT PARK
Mayor
EaT
r--
City Clerk
J
X
BREEZE: AYE ELORES: AYE MACKENZIE: AYE VIIDAK- MARTINEZ: AYE SMITH: AYE
AYES: (5) NOES: (0) ABSENT: (0) ABSTAIN: (0)
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL To
City of Rohnert Park
6750 Commerce Boulevard
Rohnert Park, California 94928 -2486
Attention: City Clerk
(Space Above This Line for Recorder's Use Only)
Exempt from recording fee per Gov. Code S 27383.
IMPROVEMENT AGREEMENT
CITY OF ROHNERT PARK
ROHNERT PARK PARCEL MAP NO. 167, SUBDIVISION
THIS IMPROVEMENT AGREEMENT (the "Agreement ") is trade and entered into on
this 1 Cra day of M YJ _, 2006 (the "Effective Date ") by and between
CODDING ENTERPRISES, a California Limited Partnership ( "Developer "), and the CITY OF
ROHNERT PARK, a California municipal corporation ( "City ").
RECITALS
A. On April 12, 2006, the Rohnert Park Subdivision Committee approved the
tentative map for Parcel Map No. 167, Lands of Codding Enterprises, Subdivision, prepared by
Baechtel /Hudis Engineers /Planners and dated April 16,1998 (the "Tentative Map "), subject to
certain conditions of approval (the "Conditions ") contained in approval letter dated April 27,
2006 from Rohnert Park Planning.
K The Conditions require either (1) that certain improvements (the
"Improvements ") be constructed prior to approval of the final map, or (2) that Developer enter
into an agreement with the City providing for the future construction of such Improvements.
C. Developer has applied to City for final map approval without having completed
the required Improvements and therefore will enter into an agreement with the City providing
for the future construction and installation of the Improvements, as required by Government
Code section 66462(a)(1).
D. Developer has submitted plans, specifications and drawings for the
improvements prepared by Baechtel /Hudis Engineers/ Planners and dated April 20, 2006
(hereinafter collectively referred to as the "Improvement Plans "), which Improvement Plans
shall be approved by the City Engineer.
E. City and Developer desire to enter an agreement providing for the construction
and installation of the Improvements in accordance with the Improvement Plans.
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AGREEMENT
NOW, THEREFORE, in consideration of the faithful performance of the terms and
conditions set forth in this Agreement, the parties hereto agree as follows:
1. Purpose. The purpose of this Agreement is to guarantee completion of the
Improvements and ensure satisfactory performance by Developer of Developer's obligations to
satisfy the Conditions.
2. Property Subject to Agreement. The property which is the subject of this
Agreement is Iocated in the City of Rohnert Park, Sonoma County, California, and is described
as Lot 2 on that certain Parcel Map No. 153 filed for record on October 24,1994 in Book 529 of
Maps at Page 43 through 45, in the Sonoma County Records (the "Property ").
3. Duty to Install Improvements. Developer will construct, install and complete, or
cause to be constructed, installed and completed, at the Developer's sole cost and expense, the
Improvements, in accordance with the Improvement Plans (defined in Recital D. above) and to
tIi? satisfaction of the City Engineer, in his reasonable discretion. Developer will also supply all
labor and materials therefor, all in strict accordance with the terms and conditions of this
Agreement. The construction, installation and completion of the Improvements and all labor
and materials furnished in connection therewith are hereinafter referred to collectively as the
"Work."
4. Completion Date. Developer will complete the Work within one year of the
Effective Date. All Work will be completed in a good and workmanlike manner in accordance
with accepted design and construction practices. This completion date may be extended by the
City in its sole and absolute discretion at the request of Developer, which request shall be
accompanied by a written assurance acceptable to the City Attorney that the securities required
by Section 13 shall remain enforceable throughout the term of the extension.
5. Estimated Cost of Work. The estimated cost of the Work is f �! t ►�oa>}
Dollars ($_a5 c?-V'o
6. Modifications to the Plans. Approval of this Agreement by City does not release
Developer of its responsibility to correct mistakes, errors or omissions in the Improvement
Plans. If, at any time, in the opinion of the City Engineer, in his reasonable discretion, the
Improvement Plans are deemed inadequate in any respect Developer agrees to make such
modifications, changes or revisions as necessary in order to complete the Work in a good and
workmanlike manner in accordance with accepted design and construction standards.
7. Re pairs. Developer agrees to repair or have repaired in a timely manner at its
sole cost and expense all public roads, streets, or other public or private property damaged as a
result of or incidental to the Work or in connection with the development of the Property or to
pay to the property owner of any damaged road, street or property the full cost of such repair.
In addition, Developer shall obtain the written acceptance of such repair or payment from any
owner whose private property was repaired by Developer or to whom Developer has paid the
full cost of such repair in accordance with this Section 7. City shall be under no obligation
whatsoever to accept the Work completed under this Agreement until such time as all repairs
873636v1 80078 /0012
have been completed or have been paid for and written acceptances have been provided to the
City Engineer, except as otherwise provided in section 12.1.
8. Foreman or Superintendent. Developer shall give personal attention to the
Work. A competent foreman or superintendent, satisfactory to the City Engineer, in his
reasonable discretion, with authority to act for and on behalf of Developer, shall be named in
writing by Developer prior to commencement of the Work, shall be present on the Property
during the performance of the Work and may not be changed without the advance notification
to and satisfaction and concurrence of the City Engineer.
9. Examination of Work. All of the Work shall be performed to the satisfaction of
the City Engineer, in his reasonable discretion. The City and its authorized agents shall, at all
times during the performance of the Work, have free access to the Work and shall be allowed to
examine the Work and all materials used and to be used in the Work.
10, City's Inspection, Administration and Testing Costs. Developer shall pay to City
[be actual cost for all inspection, administration and testing services furnished by City in
connection with this Agreement, including those performed by consultants under contract with
the City (the "City Costs "). City agrees not to double charge Developer (through the imposition
of both a processing fee and a consultant charge) for any individual monitoring, inspection,
testing or evaluation service. In addition, City agrees to limit its use of outside consultants to
those reasonably necessary or desirable, as determined by the City Manager or his designee in
his reasonable discretion, to accomplish the requisite inspection, administration and
monitoring. The estimated cost for the inspection, administration and testing. services is 1.5% of
the Estimate Cost of Work as determined on number 5 above, or Dollars {$ SZS '` } (the
"Estimated Cost "). Concurrently with the execution of this Agreement, Developer shall deposit
an amount equal to the Estimated Cost with City for the payment of the City Costs. In the event
that the Estimated Cost is insufficient to cover the actual City Costs incurred, Developer shall,
upon notice in writing by the City Engineer, deposit such additional amount as may be required
to pay the City Costs. Any amount of the Estimated Cost, initial deposit or additional amounts
deposited remaining after payment of all City Costs will be returned to Developer. City may, at
its discretion, deposit such funds in an interest- bearing account and retain any and all interest
earned.
11. Completion of Work. After Developer (a) completes the Work in accordance
with the Improvement Plans and the terms and conditions of this Agreement, (b) repairs any
road, street, or private or public property damaged as a result of the Work or pays the full cost
of such repair to the owner whose property was damaged and (c) obtains the written acceptance
of such repair or payment from any owner whose private property was repaired by Developer
or to whom Developer paid the full cost of such repair, Developer will provide City with a
written notice of completion, together with copies of all written acceptances.
12. Final Acceptance.
12.1 Notice of Completion. Within sixty (60) days of receipt of Developer's
written notification pursuant to Section 11 above, City Engineer shall inspect the Work
and repairs and review the written acceptances, if any, and send Developer a written
notice stating whether the Work and repair are complete to the satisfaction of the City
873636x180078/0012
Engineer, in his reasonable discretion, and whether the written acceptances have been
provided. If the Work and repair are, in the opinion of the City Engineer, not complete
and satisfactory, and /or written acceptances have not been provided, the City Engineer
will list the deficiencies that must be corrected to find the Work and repair complete and
satisfactory. Upon satisfactory completion of the Work and repair and submittal of
written acceptances, the City Engineer will send Developer a written notice of
satisfactory completion. The requirement for written acceptances may be waived by the
City Engineer, in his reasonable discretion, if Developer has made commercially
reasonable efforts to obtain such acceptances. City Engineer's failure to respond to
Developer's written notification within sixty (60) days will not be deemed a breach or
default under this Agreement.
12.2 Acceptance of Improvements. After sending Developer a written notice
of satisfactory completion pursuant to Section 12.1, the City Engineer will recommend
acceptance of the Improvements to the City Council. In conjunction with such
recommendation, the City Engineer will recommend the acceptance of the offers of
dedication shown on the final map for the Property. The acceptance of the
Improvements, offers of dedication and right -of -way and easements, if any, shall be by
resolution. Upon adoption of such resolution, the City Engineer shall record a notice, in
a form to be approved by the City Attorney, in the Official Records of Sonoma County.
13. Reversion to Acreage. If Developer fails to perform its obligations under this
Agreement, Developer consents to the reversion to acreage of the land which is subject to this
Agreement pursuant to Government Code section 66499.16 and to bear all applicable costs.
14. Property Acquisition. If Developer is unable to acquire property required for the
construction of required improvements, Developer agrees to execute a contract for real property
acquisition to provide for acquisition through eminent domain.
15. Performance, Labor and Materials and Warran Security. In accordance with
Sections 16.16.060 through 16.16.070 of the Rohnert Park Municipal Code, Developer will
furnish and deliver to City, within the times set forth below, the following surety bonds, each of
which must be issued by a surety company duly and regularly authorized to do general surety
business in the State of California, or such other surety as may be acceptable to the City
Attorney.
15.1 Performance Surety. Developer shall furnish and deliver a performance
surety in the amount of Dollars ($35, 000.00 ), concurrently with
the execution of this Agreement, which surety must meet the requirements of
Government Code Section 66499.1 and Rohnert Park Municipal Code Section 16.16.070
and be acceptable to the City Attorney. The surety shall be conditioned upon the
faithful performance of this Agreement with respect to the Work and shall be released
by the City upon final acceptance of the Improvements as described in Section 12.2 and
Developer's delivery of the Warranty Bond described in Section 13.3.
15.2 Labor and Materials Surety. Developer shall furnish and deliver a labor
and materials surety in the amount of Dollars
($36, ®oU,00 ), concurrently with the execution of this Agreement, which surety
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must meet the requirements of Government Code Section 66499.2 and Rohnert Park
Municipal Code Section 16.16.070 and be acceptable to the City Attorney. The surety
shall secure payment to the contractor(s) and subcontractor(s) performing the Work and
to all persons furnishing labor, materials or equipment to them. The City shall retain
each surety until both (i) the City accepts the Work in accordance with Section 12 above
and (ii) the statute of limitations to file an action under Civil Code section 3114 et seq. has
expired. After said date, the surety maybe reduced by the City Engineer to an amount
not less than the total amount claimed by all claimants for whom claims of lien have
been recorded and notice given in writing to the City Council. The balance of the surety
shall be retained until the final settlement of all such claims and obligations. If no such
claims have been recorded, the surety shall be released in full by the City Engineer.
15.3. Warranty Bond. Developer shall furnish and deliver a warranty surety in
the amount of Dollars ($ !�, Z 50.00 ) upon acceptance of the
Improvements and prior to release of the Performance Surety. The surety shall be in a
form acceptable to the City Attorney and shall guarantee and warranty the Work for a
period of one (1) year following the completion and acceptance thereof against any
defective work or labor done, or defective materials furnished.
16. Additional Security. If either upon execution of this Agreement or during the
course of performance the City considers that it is necessary to have Developer post additional
security, the City may require either a cash deposit or a surety bond guaranteeing performance
in a form and signed by sureties satisfactory to it. The condition of the security shall be that if
Developer fails to perform its obligation under this Agreement, the City may in the case of a
cash bond act for it using the proceeds or in the case of a surety bond require the sureties to
:perform the obligations of the Agreement.
17. No Waiver by City_. Inspecting of the work and /or materials, or approval of
work and /or materials, or a statement by an officer, agent or employee of the City indicating
the work complies with this Agreement, or acceptance of all or any portion of the work and /or
materials, or payments thereof, or any combination of all of these acts shall not relieve
Developer or its obligation to fulfill this Agreement; nor is the City by these acts prohibited
from bringing an action for damages arising from the failure to comply with this Agreement.
18. Warranty Period; Repair and Reconstruction. Without limiting the foregoing,
Developer expressly warrants and guarantees all work performed under this Agreement and all
materials used in the Work for a period of two (2) years after final acceptance in accordance
with Section 12. If, within this two (2) year period, any Improvement or part of any
Improvement installed or constructed, or caused to be installed or constructed by Developer, or
any of the work done under this Agreement, fails to fulfill any of the requirements of the
Improvement Plans or this Agreement, Developer shall, without delay and without cost to City,
repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Work
or Improvement to the satisfaction of the City Engineer. Should Developer fail to act promptly
or in accordance with this requirement, or should the exigencies of the situation require repairs,
replacements or reconstruction to be made before Developer can be notified, City may, at its
option, make the necessary repairs, replacements or perform the necessary reconstruction and
873636v1 80078/0012
Developer shall pay to the City upon demand the actual cost of such repairs, replacements or
reconstruction.
19. Erosion Control. Pursuant to Rohnert Park Municipal Code Chapter 15.52,
Developer shall be responsible for the control of erosion on the Property and shall prevent its
entry into the storm drainage system.
20. Developer Not Agent of City. Neither Developer nor DeveIoper's contractors,
subcontractors, agents, officers, or employees are agents or employees of City and the
Developer's relationship to the City, if any, arising herefrorn is strictly that of an independent
contractor.
21. Indemnification. Developer agrees to indemnify, defend and hold the City, its
elective and appointed boards, commissions, officers, agents, employees and consultants,
harmless from and against any and all claims, liabilities, losses, damages or injuries of any kind
(collectively, " Claims") arising out of Developer's, or Developer's contractors', subcontractors',
agents' or employees', acts, omissions, or operations under this Agreement, including, but not
limited to, the performance of the Work, whether such acts, omissions, or operations are by
Developer or any of Developer's contractors, subcontractors, agents or employees. The
aforementioned indemnity shall apply regardless of whether or not City has prepared, supplied
or approved plans and /or specifications for the Work or Improvements and regardless of
whether any insurance required under this Agreement is applicable to any Claims. The City
does not and shall not waive any of its rights under this indemnity provision because of its
acceptance of the bonds or insurance required under the provisions of this Agreement.
22. Insurance. Developer shall maintain Comprehensive Liability Insurance
protecting the City. from incidents as to bodily injury liability and property damage liability that
may occur as a result of the Work and additional repairs. Developer shall provide a certificate
Of insurance to City before any Work commences. The insurance policy shall contain, or be
endorsed to contain, the following provisions:
(1) The City, its officers, officials, employees, consultants and agents are to be
covered as additional insureds as respects liability arising out of activities
performed by or on behalf of Developer. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its
officers, officials, employees, consultants and agents.
(2) The amounts of public liability and property damage coverage shall not
be less than $2,000,000 (Two Million Dollars) per occurrence for bodily
injury, personal injury and property damage.
(3) The insurance shall be maintained in full force until the work has been
completed to the satisfaction of the City Engineer.
(4) The insurance policy shall provide for 30 days notice of cancellation to the
City. The policy shall not be cancelled earlier than nor the amount of
coverage be reduced earlier than 30 days after the City receives notice
from the insurer of the intent of cancellation or reduction.
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(5) Any failure to comply with the reporting provisions of the policy shall
not affect the coverage provided to the City, its officers, officials,
employees, consultants and agents.
(6) Developer's insurance coverage shall be primary insurance as respects the
City, its officers, officials, employees, consultants and agents. Any
insurance or self - insurance maintained by the City, its officers, officials,
employees, consultants or agents shall be in excess of Developer's
insurance and shall not contribute to it.
In the event that Developer's insurance is cancelled, Developer shall provide replacement
coverage or all work must cease as of the cancellation date until replacement insurance
coverage is provided.
23. Workers' Compensation Insurance. Developer shall provide, or cause to be
provided, Workers' Compensation insurance as required by law, and shall cause its contractors
and their subcontractors, agents and representatives to also maintain Workers' Compensation
insurance as required by law. No Work shall commence until such Workers' Compensation
insurance is obtained and in full force and effect.
24. Compliance with Laws. Developer shall fully comply with all federal, state and
local laws, ordinances and regulations in the performance of this Agreement. Developer shall,
at its own cost and expense, obtain all necessary permits and licenses for the Work, give all
necessary notices, pay all fees and taxes required by law and make any and all deposits legally
required by those public utilities that will serve the development on the Property. Copies
and /or proof of payment of said permits, licenses, notices, fee and tax payments and deposits
shall be .furnished to the City Engineer upon request.
25. Encroachment Permits. Developer shall obtain, at its sole cost and expense, any
encroachment permits required by the City in order to perform the Work.
26. Pam. Developer agrees that it will pay, when due, all those furnishing
labor or materials in connection with the Work. Developer further agrees that pursuant to
Government Code section 66499.7, the Labor and Materials Bond provided by Developer in
accordance with Section 13.2 of this Agreement shall not be released if any mechanics liens or
stop notices are outstanding, unless said liens are released by bond in compliance with Civil
Code section 3143.
27. Notice of Breach and Default. The occurrence of any of the following constitutes
a breach and default of this Agreement:
(1) Developer refuses or fails to complete the Work within the time set forth
herein or abandons the Work.
(2) Developer assigns the Agreement without the prior written consent of
City.
8736360 80078/0012
(3) Developer is adjudged bankrupt or makes a general assignment for the
benefit of creditors, or a receiver is appointed in the event of Developer's
insolvency.
(4) Developer or Developer's contractors, subcontractors, agents or
employees, fail to comply with any terms or conditions of this
Agreement.
(5) Any delay in the construction of any portion of the Work or repairs,
which in the reasonable opinion of the City Engineer, endangers public or
private property.
The City may serve written notice of breach and default -upon Developer and the financial
institution holding the bonds.
28. Breach of Agreement; Performance b�City. If the City gives Developer notice,
under Section 23, of breach and default of this Agreement, the City may proceed to complete
the Work by contract or other method the City considers advisable, at the sole expense of
Developer. Developer, immediately upon demand, shall pay the costs and charges related to
the Work and any subsequent repairs. City, without liability for doing so, may take possession
of and utilize in completing the Work and repairs, if any, such materials and other property
belonging to Developer as may be on or about the Property and necessary for completion of the
work. In the event of default, the financial institution holding the bonds shall be liable to City
to pay the face amount of the bonds, as specified under Section 13.
29. Remedies. City may bring legal action to compel performance of this Agreement
and recover the costs of completing the Work and /or repairs, if any, including City's
administrative and legal costs. Developer agrees that if legal action is brought by City under
this section of the Agreement, Developer shall pay all of the costs of suit, reasonable attorney
fees, arbitration costs and such other costs as may be determined by the court or arbitrator. No
failure on the part of City to exercise any right or remedy hereunder shall operate as a waiver of
any other right or remedy that City may have hereunder.
30. Final Drawings. Upon completion of the Work and prior to final acceptance,
Developer shall deliver to City a set of "as- built" drawings. These drawings shall be in a form
acceptable to the City Engineer, shall be certified as being "as- built" and shall reflect the Work as
actually constructed, with any and all changes incorporated therein. Said drawings shall be
signed and sealed as accurate by the engineer of record.
31. Attorney Fees. Should any legal action or arbitration be brought by either party
because of breach of this Agreement or to enforce any provision of this Agreement, the
prevailing party shall be entitled to all costs of suit, reasonable attorney fees, arbitration costs
and such other costs as may be determined by the court or arbitrator.
32. Notices. Formal written notices, demands, correspondence and communications
between City and Developer shall be sufficiently given if: (a) personally delivered; or (b)
dispatched by next day delivery by a reputable carrier such as Federal Express to the offices of
City and Developer indicated below, provided that a receipt for delivery is provided; or (c) if
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dispatched by first class mail, postage prepaid, to the offices of City and Developer indicated
below. Such written notices, demands, correspondence and communications may be sent in the
same manner to such persons and addresses as either party may from time -to -time designate by
next day delivery or by mail as provided in this section.
Ci City of Rohnert Park
6750 Commerce Boulevard
Rohnert Park, CA 94928
Attn: City Manager
with a copy to: City of Rohnert Park
6750 Commerce Boulevard
Roluhert Park, CA 94928
Attn: City Attorney
Developer. °'F-) `D
with a copy to:
Attn: General Counsel
Notices delivered by deposit in the United States mail as provided above shall be deemed to
have been served two (2) business days after the date of deposit if addressed to an address
within the State of California, and three (3) business days if addressed to an address within the
United States but outside the State of California.
33. Transfers; Assignments. Developer may assign its obligations under this
Agreement to successor owner(s) of the Site with the prior written approval of the City. In
connection with any such assignment, Developer and its assignee shall execute and deliver to
City a written assignment and assumption agreement in a form acceptable to the City Attorney.
34. Binding Upon Heirs, Successors and Assigns. The terms, covenants and
conditions of this Agreement shall be binding upon all heirs, successors and assigns of the
parties hereto; provided, however, that this Agreement shall not be binding upon a purchaser
or transferee of any portion of the Property unless this Agreement has been assigned pursuant
to Section 29, in which event this Agreement shall remain binding upon Developer.
35. Headings. Section headings in this Agreement are for convenience only and are
not intended to be used in interpreting or construing the terms, covenants or conditions
contained in this Agreement.
36. Severability. If any provision of this Agreement is held, to any extent, invalid,
the remainder of this Agreement shall not be affected, except as necessarily required by the
invalid provision, and shall remain in full force and effect.
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37. _Entire Agreement. The terms and conditions of this Agreement constitutes the
entire agreement between City and Developer with respect to the matters addressed in this
Agreement. This Agreement may not be altered, amended or modified without the written
consent of both parties hereto.
38. Governing Law; Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of California, without reference to choice of law
provisions. Any legal actions under this Agreement shall be brought only in the Superior Court
of the County of Sonoma, State of California.
39. Authority. Each party executing this Agreement on behalf of a party represents
and warrants that such person is duly and validly authorized to do so on behalf of the entity it
purports to bind and if such party is a partnership, corporation or trustee, that such
partnership, corporation or trustee has full right and authority to enter into this Agreement and
perform all of its obligations hereunder.
40. Time is of the Essence. Time is of the essence of this Agreement and of each and
every term and condition hereof.
41. Runs with the Land; Recordation. This Agreement pertains to and shall run with
the Property. Upon execution, this Agreement shall be recorded in the Official Records of
Sonoma County.
IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the
Effective Date.
Dated:
873636v1 80078/0012
"CITY"
CITY OF ROHNERT PARK, a California
municipal corporation
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
"DEVELOPER"
C
Eve �pR -�sT f a California
Dated: L_i ern s r, -.r,i
By: a California
lit t�/ C- oart &tA4;/ its
By
STATE OF CALIFORNIA )
ss.
COUNTY OF SONOMA }
On this /�
Iq day of ,��/ . 200 before me, the undersigned
Notary Public, personally appeared �. � c� Z ,
proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument, and acknowledged that he /she executed the same
in his/her authorized capacity, and that by his/her signature on the instrument, the
entity upon behalf of which the person acted executed the instrument.
WITNESS. my hand and official seal.
/� Notary
873636v1 80078/0012
ANNA JEAN KELLER
(%My COMM. #1438795
NOTARY PUBLIC- CALiFOANLA SONOMA COUNTY Comm. Expires Sept. 9, 2DD7 Ir