2016/01/12 City Council Ordinance 894ORDINANCE NO. 894
AN ORDINANCE OF THE CITY OF ROHNERT PARK, CALIFORNIA APPROVING A
FIRST AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF ROHNERT PARK AND VAST OAK PROPERTIES L.P. AND UNIVERSITY
DISTRICT LLC, REGARDING THE AFFORDABLE HOUSING PLAN, IN
CONNECTION WITH THE DEVELOPMENT OF THE PROPERTY LOCATED
SOUTH OF KEISER AVENUE, WEST OF PETALUMA HILL ROAD, AND NORTH OF
ROHNERT PARK EXPRESSWAY (APN 045-262-001 THROUGH -004,047-131-019,
AND 047-131-024 AND -025) AND THE PROPERTY LOCATED SOUTH OF ROHNERT
PARK EXPRESSWAY, EAST OF J SECTION, AND NORTH OF COPELAND CREEK
(APN 047-131-026 AND 047-131-027)
WHEREAS, Government Code § 65864, et seq., authorizes the City of Rohnert Park
to enter into development agreements which will provide certainty, definition and
commitment to developers as well as provide for necessary public improvements required by
development;
WHEREAS, Vast Oak Properties L.P. and University District LLC (collectively,
"Developer") submitted applications to the City of Rohnert Park for a General Plan Amendment,
Specific Plan, Tentative Map and rezoning for real property located south of Keiser Avenue,
west of Petaluma Hill Road, and north of Rohnert Park Expressway (APN 045-262-001 through
-004, 047-131-019, and 047-131-024 and -025) and the property located south of Rohnert Park
Expressway, east of J section, and north of Copeland Creek (APN 047-131-026 and 047-131-
027), (the "Property");
WHEREAS, on April 8, 2014, the City Council approved those applications allowing
development of the Property, which includes 1,645 residential units, approximately 100,000
square feet of commercial space, and approximately 20 acres of park and open space (the
"Project");
WHEREAS, in connection with the Project, Developer and City staff negotiated a
development agreement ("Development Agreement") in accordance with the requirements of
Government Code § 65864, et seq., and Chapter 17.21, "Development Agreement Procedure,"
of the Rohnert Park Municipal Code ("RPMC"), for the Property;
WHEREAS, on April 8, 2014, the City Council reviewed and approved an Addendum to
certified the Final Environmental Impact Report prepared for the Project; and has otherwise
carried out all requirements for the Project pursuant to CEQA;
WHEREAS, on April 22, 2014, the City Council considered and adopted Ordinance No.
878 approving a Development Agreement between the City of Rohnert Park and Vast Oak
Properties L.P. and University District LLC;
WHEREAS, the Developer filed Planning Application No. PL2012-048DA Amend
proposing a First Amendment to the Development Agreement between the City of Rohnert Park
1
and the Developer ("Development Agreement Amendment"), in connection with Specific Plan
for the property located south of Keiser Avenue, west of Petaluma Hill Road, and north of
Rohnert Park Expressway (APN 045-262-001 through -004, 047-131-019, and 047-131-024 and
-025) and the property located south of Rohnert Park Expressway, east of J section, and north of
Copeland Creek (APN 047-131-026 and 047-131-027);
WHEREAS, on December 10, 2015 the Planning Commission held a public hearing at
which time the Planning Commission reviewed the proposed Development Agreement
Amendment and recommended approval by the City Council;
WHEREAS, pursuant to California State Law and the RPMC, public hearing notices
were mailed to all property owners within an area exceeding a three hundred foot radius of the
subject property and a public hearing was published for a minimum of 10 days prior to the first
public hearing in the Community Voice;
WHEREAS, on December 22, 2015 the City Council held a public hearing at which time
interested persons had an opportunity to testify either in support or opposition to the proposed
Development Agreement Amendment;
WHEREAS, the City Council has reviewed and considered the information contained in
proposed Development Agreement Amendment.
NOW, THEREFORE the City Council of the City of Rohnert Park does ordain as
follows:
SECTION 1. Findings for Adoption of Development Agreement Amendment
The City Council has reviewed Planning Application No. PL2012-048DA Amend and the
proposed Development Agreement Amendment and hereby makes the following findings:
A. A duly noticed public hearing regarding the proposed Development Agreement
Amendment was held by the City Council on December 22, 2015 in conformance with the notice
provisions of Government Code §§ 65090 and 65091 and the requirements of the RPMC.
B. The Development Agreement Amendment (attached as Exhibit A) is consistent with
the General Plan and the University District Specific Plan and would continue to direct the
Project's development in an orderly manner that benefits the City.
C. Pursuant to RPMC Section 17.21.040, the following factors have been taken into
consideration, as applicable, with respect to the Development Agreement Amendment: other
pending applications and approved projects; the traffic, parking, public service, visual, and other
impacts of the proposed development project upon abutting properties and the surrounding area;
ability of the applicant to fulfill public facilities financing plan obligations; the relationship of the
project to the city's growth management program; the provisions included, if any, for reservation,
dedication, or improvement of land for public purposes or accessible to the public; the type and
magnitude of the project's economic effects to the city of Rohnert Park; and the contribution if
any toward meeting the city's housing needs.
2
D. The City Council has certified a Final Environmental Impact Report for the
University District Specific Plan, which evaluated the impacts of the Project, including
implementation of this ordinance, and adopted associated CEQA Findings, a Statement of
Overriding Considerations, and the Mitigation Monitoring and Reporting Program in Resolution
No. 2006- 141. Further, an Addendum to the Final Environmental Impact Report was approved
in Resolution No. 2014-032. The proposed Development Agreement Amendment involves no
substantial changes in the project, substantial changes with respect to the circumstances under
which the Project will be undertaken or new information of substantial importance of the kind
that would require additional environmental review pursuant to Section 15162 of the CEQA
Guidelines.
SECTION 2. Adoption of Development Agreement Amendment
The City hereby adopts the Development Agreement Amendment in substantially similar
form as attached hereto and incorporated herein as Exhibit A.
SECTION 3. Compliance with State Law
A. The City will act in accordance with the provisions of Government Code §§
65856(e) and 66006.
B. In accordance with Government Code §§ 65868.5, no later than 10 days after the
City enters into the Development Agreement Amendment, the City Clerk will record the
Development Agreement Amendment with the County Recorder.
C. In accordance with Government Code §§ 65865.1 and RPMC Section
17.21.050(A), the City will conduct an annual review of the Development Agreement, as
amended by the Development Agreement Amendment, to ensure compliance with the terms.
SECTION 4. Severability.
The City Council hereby declares that every section, paragraph, sentence, clause, and
phrase of this ordinance is severable. If any section, paragraph, sentence, clause or phrase of this
ordinance is for any reason found to be invalid or unconstitutional, such invalidity, or
unconstitutionality shall not affect the validity or constitutionality of the remaining sections,
paragraphs, sentences, clauses, or phrases.
SECTION 5. Effective Date.
This ordinance shall be in full force and effective 30 days after its adoption, and shall be
published and posted as required by law.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]
This ordinance was introduced by the Council of the City of Rohnert Park on December 22,
2015, and was adopted on January 12, 2016 by the following roll call vote:
AYES: Five (5) Councilmembers Ahanotu, Callinan, Stafford, Mackenzie
and Mayor Belforte
NOES: None (0)
ABSENT: None (0 )
ABSTAIN: None (0 )
ATTEST:
�-.Ct i AA rr 7
A A-
J nne M. Buergler, City Clerk
Kenyon, City Attorney
4
EXHIBIT A TO ORDINANCE
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928-2486
Attention: City Clerk
Space Above This Line Reserved for Recorder's Use
Exempt from Recording Fee Per Government Code Section 27383
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First
Amendment") is entered into as of the day of 2015, by and among
UNIVERSITY DISTRICT LLC, a Delaware limited liability company ("UD"), VAST OAK
PROPERTIES L.P., a California limited partnership ("VO") and the CITY OF ROHNERT
PARK, a California municipal corporation ("City"). UD and VO are sometimes collectively
referred to herein as "Developer," and City and Developer are sometimes herein referred to as a
"Party" and collectively as "Parties."
RECITALS
A. The Parties have previously entered into that certain Amended and Restated
Development Agreement by and among UD, VO and the City as of April 22, 2014 and recorded
on July 28, 2014, as Instrument No. 2014051817 in the Official Records of Sonoma County
("Development Agreement").
B. The Parties now desire to amend the Development Agreement for the purposes of
revising Exhibit D regarding the timing of affordable housing obligations.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, covenants and provisions set
forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as
follows:
1. Defined Terms. All capitalized terms used and not otherwise defined in the First
Amendment shall have the same meaning in this First Amendment as in the Development
Agreement.
2. Amendment of Exhibit D. Exhibit D to the Development Agreement is hereby
deleted in its entirety and replaced with Exhibit D-1, attached hereto and incorporated herein by
this reference.
OAK #4812-3723-5499 vl
3. Effect of First AGnendinenl. Except to the extent the Development Agreement is
modified by this First Amendment, the remaining terms and provisions of the Development
Agreement shall remain unmodified and in full force and effect. In the event of a conflict
between the terms of the Development Agreement and the terms of this First Amendment, the
terms of this First Amendment shall prevail.
4. Counterparts. This First Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
First Amendment.
5. Recordation of First Amendment to Development Agreement. The City Clerk
shall record an executed copy of this Amendment in the Official Records of the County of
Sonoma.
[SIGNATURES ARE ON FOLLOWING PAGE]
OAK #4812-3723-5499 v1 2
IN WITNESS WHEREOF, this First Amendment has been entered into by and between
Developer and City as of the day and year first above written.
CITY:
City of Rohnert Park, a California municipal
corporation
City Manager
Approved as to Form:
By:
City Attorney
Attest:
By: _ _
City Clerk
DEVELOPER:
UNIVERSITY DISTRICT LLC, a Delaware limited
liability company
By:_
Nam(
Title:
VAST OAK PROPERTIES L.P., a California
limited partnership
By:,—
Name:.—
Title:—
OAK
y:Name:_Title:
OAK #4812-3723-5499 v1
NOTARY ACKNOWLEDGMENTS
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
ss
County of )
On , before
(Name of Notary)
notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
OAK #4812-3723-5499 vl Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
ss
County of )
On , before
(Name of Notary)
notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
OAK #4812-3723-5499 v1 Acknowledgment
EXHIBIT D-1
REVISED AFFORDABLE HOUSING PLAN
I. INTRODUCTION
The Project has been designed to substantially increase the housing stock in the City and
to help alleviate the City's need for housing affordable to Very Low, Low, and Moderate Income
Households. Subject to potential adjustment as provided in Section IX below, Developer agrees
to provide 15% of the total Project as Affordable Units in the Project, consisting of two hundred
and eighteen (218) Affordable Apartments as defined in the City's Inclusionary Ordinance.
Unless otherwise defined herein, capitalized terms contained in this Affordable Housing Plan
shall have the meaning given to such terms in the Amended and Restated Agreement.
II. AFFORDABLE APARTMENT COMPLEX
A. ObliLation to Construct.
The Developer shall either (1) construct the Affordable Apartments on dedicated parcels
comprising the VO property in accordance with the plans and specifications approved by the
City, or (2) dedicate land within the VO property, as solely determined by the Developer, to one
or more non-profit housing developers in lieu of Developer's construction of the Affordable
Apartments.
(1) In the event that Developer decides to donate the land to an affordable housing
developer, prior to donating the land to the non-profit, Developer shall confirm that the land is
appropriately zoned, buildable, free of toxic substances and contaminated soils. Developer shall
dedicate the land provided for under this Section 11. A. (1) in such size as to satisfy the 15%
Affordable Housing Requirement for 1,454 total Vast Oak and UDLLC units, and (2) within 180
days of the approval of the Ordinance adopting the Amended and Restated Agreement either: i)
offer the land for dedication to an affordable housing developer interested in developing the
Affordable Apartment Complex; or ii) offer to dedicate to the City the land necessary for the
construction of the Affordable Apartment Complex. Prior to donating this land to the non-profit,
the Developer shall ensure that the land is sheet grated super pad lots. The non-profit to whom
the Developer donates the land shall have a minimum of five years' experience in development,
ownership, operation, and management of similar sized affordable rental housing projects, and
shall demonstrate that it has the capacity to construct and operate the affordable housing
apartments.
(2) Concurrently with recordation of the first final map for the Vast Oak Property,
Developer provide a Letter of Intent to transfer the fee interest in the Affordable Apartment
Complex site to an affordable housing developer selected by Developer and approved by the City
Manager or his or her designee in his or her reasonable discretion. The City Manager or his or
her designee shall not withhold approval of the affordable housing developer provided the
proposed affordable housing developer (i) has at least five (5) year's experience in the
development, ownership, operation and management of similar size affordable rental housing
projects, (ii) does not have any record of material violations of discrimination restrictions or
OAK #4812-3723-5499 v Exhibit D-1
other state or federal laws or regulations or local governmental requirements applicable to such
projects, and (iii) has the financial capability to develop and operate the Affordable Apartment
Complex. Developer shall remain obligated to construct the Affordable Apartment Complex and
shall, therefore, retain the right and option to repurchase the Apartment Site from the designated
affordable housing developer. Not later than the recordation of the final map for the second
phase of development on the Vast Oak Property, Developer shall transfer the fee interest in the
Affordable Apartment Complex site to the designated affordable housing developer. Regardless
of when the site is transferred, if Developer's designated affordable housing developer has not
commenced construction of the Affordable Apartment Complex, as demonstrated by the pouring
of foundations, within three years of issuance of the first building permit for the Project,
Developer, at its expense, will repurchase the Apartment Site from the designated affordable
housing developer and commence and complete the construction of the Apartment Complex as
soon as possible, but in any event within six years after issuance of the first building permit for
the Project. Developer acknowledges and agrees that City shall have the right to withhold
issuance of building permits for the last 400 market -rate residential units in the Project until such
time as construction of the Affordable Apartment Complex has been satisfactorily completed as
evidenced by a final certificate of occupancy.
(3) Irrespective of the entity that constructs the Affordable Apartments, construction
shall be completed no later than completion of the market -rate units that are part of the Project.
In recognition of the fact that Developer may phase construction of the market -rate or
commercial units, for purposes of this Affordable Housing Plan, the phrase "completed no later
than market -rate units" shall mean no later than the City's issuance of the 850th cumulative
market -rate residential unit building permit.
(4) The Developer shall provide in its transfer documents donating land within its
Project to a non-profit housing developer for a reversion in fee to Developer of the land upon
which the Affordable Apartments are to be constructed if the Affordable Apartments have not
been constructed as required by this Affordable Housing Plan. If the non-profit housing
developer has not completed construction of the Affordable Apartments as set forth in this
Affordable Housing Plan, then the Developer will be required to complete construction of the
Affordable Apartments itself. Developer shall do so at Developer's sole expense, and Developer
shall complete construction of the Affordable Apartments no later than issuance of the building
permit for the 850th cumulative market -rate unit.
(5) City shall not be obligated to issue any additional building permits to Developer
beyond the 850th cumulative market -rate building permit until the Affordable Apartments are
satisfactorily completed, as evidenced by a final certificate of occupancy, according to the terms
of the Amended and Restated Agreement and this Affordable Housing Plan.
B. Affordability.
Subject to adjustment as provided in Section VI, below, the Affordable Apartment
Complex shall contain Two Hundred and Eighteen (218) Affordable Apartments located on one
site on the VO North Property. Fifty percent (50%) of the Affordable Apartments shall be rented
to Very Low Income Households at an Affordable Rent. The remaining fifty percent (50%) of
the Affordable Apartments shall be rented to Low Income Households at an Affordable Rent.
OAK #4812-3723-5499 vl Exhibit D-2
C. Affordable Housing Agreement.
Affordable rental properties shall be restricted for 55 years as is required by the Rohnert
Park Municipal Code. In order to ensure that these affordability restrictions remain in place, the
Developer or the non-profit to whom the Developer donates the land, shall enter into an
Affordable Housing Agreement with the City in a form and content acceptable to the City
Attorney. The Affordable Housing Agreement shall be recorded against the Affordable
Apartments land or project site prior to the issuance of the building permit for the 850th market -
rate residential unit. The Affordable Housing Agreement shall include at least the following
terms:
1. The requirement to construct the Affordable Apartment Complex as
provided herein;
Provisions restricting the rental of the Affordable Apartments to Low and
Very Low Income Households at an Affordable Rent as defined by the
Rohnert Park Municipal Code for a period of 55 years;
3. Non-discrimination covenants;
4. Provisions requiring income certification before the lease of any
Affordable Apartment Units and recertification every year thereafter;
5. Provisions requiring the submittal of certificates of continuing program
compliance to the City on at least an annual basis;
6. Restrictions on the ability to transfer the Affordable Apartment Complex;
7. Maintenance and management requirements, including City remedies
following notice and opportunity to cure;
8. Provisions regarding the marketing of the Affordable Apartments,
including any approved preference program, as set forth in Section II(E)
below.
D. Ou alitylStandards.
The Affordable Apartments shall be of high architectural quality, effectively and
aesthetically designed and constructed in a workmanlike manner with professionally rendered
finishes. The Affordable Apartments shall be indistinguishable from the comparable market rate
condominiums in exterior and interior design, quality, materials, fixtures and architectural
elements (other than interior flooring materials, countertops, cabinetry and appliances which
shall be high quality, but need not be identical to the market rate condominiums). At least eighty
percent (80%) of the Affordable Apartments shall be 2-bedroom/2-bath units or larger, and at
least ten percent (10%) shall be 3-bedroom/2-bath units. Developer shall use best efforts to
increase number of 3-bedroom/2-bath units by converting 2-bedroom/2-bath units where feasible
to do so within the design/footprint.
OAK #4812-3723-5499 v] Exhibit D-3
E. Marketing/lnip Ienl nta(ian.
Developer or its designated affordable housing developer shall prepare and implement a
marketing and implementation plan for the rental of the Affordable Apartments. The plan must
be in a form and content reasonably acceptable to the City and include, among other things, the
following:
1. A plan to market the Affordable Apartments to eligible households;
Procedures for the rental of the Affordable Apartments, including the
slotting of applications and creation of a waiting list, eligibility
determination, income certification and annual recertifications; and
3. To the extent permitted by law, a preference program, whereby Developer
shall give preference in the rental of the Affordable Apartments first to
nurses, Cotati/Rohnert Park Unified School district staff and faculty, peace
officers as defined by Penal Code section 830.l(a) and persons employed
as firefighters, who live or work in the City; second to other income
qualified City municipal employees; third to income qualified employees
of Sonoma State University; fourth to persons who live and work in
Rohnert Park; fifth to persons who live in Rohnert Park; sixth to persons
who work in Rohnert Park; and seventh to all others.
III. IN -LIEU FEES
In the event that the City adopts any other affordable or inclusionary housing ordinance,
including an in -lieu fee that would apply to the Project, Developer may, in its sole discretion,
comply with any future adopted form of affordable or inclusionary housing ordinance through
the payment of in -lieu fees.
IV. COMPLIANCE MONITORING
Commencing one year after the Effective Date and every year through the Term,
Developer shall submit an annual implementation plan to the City summarizing the status of
compliance with the Affordable Housing Plan, including status of construction and rental of the
Affordable Units and status of construction of the affordable Second Units. This compliance can
be included within the Annual Review of the Amended and Restated Agreement. The Developer
shall submit the required Processing Fees to cover the City's costs to review and monitor the
Developer's compliance with the Affordable Housing Plan.
V. DEVELOPER'S OBLIGATION
The obligations set forth in this Affordable Housing Plan are the obligations of
Developer, who shall be responsible for fulfilling them at Developer's sole cost and expense.
Neither the City nor the Rohnert Park Community Development Agency will have any
obligation to assist in the development of any of the Affordable Apartment Units or Second
Units. Developer shall provide any and all subsidies necessary to construct the Affordable Units
and Second Units and to comply with all provisions of this Affordable Housing Plan.
OAK #4812-3723-5499 v Exhibit D-4
VI. PRIORITY
The Affordable Housing Agreements described above shall be superior to any mortgage,
deed of trust, lien or other encumbrance (other than the lien for current taxes or assessments not
yet due) recorded against the Property, and shall be enforceable against any party who has
acquired its title by foreclosure, trustee's sale, voluntary conveyance or otherwise. If so
requested by City, Developer or its successor shall execute and agree to the recording of a
subordination agreement evidencing the provisions of this Section VI.
VII. ADJUSTMENT
A. General.
The Developer may seek a reduction, adjustment, or waiver of these Affordable Housing
requirements as is set forth in Rohnert Park Municipal Code Section 17.07.020, footnote (N),
subsection 15. Furthermore, the Developer may elect to satisfy its affordable housing
requirements, at Developer's sole discretion, by constructing the Affordable Units or dedicating
the property in Vast Oak North for the Affordable Apartments.
B. Potential Reduction in Affordable Units.
Developer is obligated to provide 218 Affordable Apartments in accordance with the City
Inclusionary Ordinance. In the event that the anticipated total number of attached and detached
market rate residential units is reduced through subdivision mapping or other approval processes,
the number of Affordable Apartments and Affordable Units required to be developed within the
Project will be reduced proportionately, with any fractional units rounded up to the nearest whole
number.
OAK #4812-3723-5499 vl Exhibit D-5
RECORDING REQUESTED BY
AND WHENRECORDED RETURN TO:
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928-2486
Attention: City Clerk
Space Above This Line Rmurved for Rworder's Use
Exempt from Recording Tee Per Goveznment Code Section 27383
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First
Amendment") is entered into as of the day of _ _ ; 2015, by and among
UNIVERSITY DISTRICT LLC, a Delaware limited liability company ("UD"), VAST OAK
PROPERTIES L.P., a California limited partnership ("VO") and the CITY OF ROHNERT
PARK, a California municipal corporation ("City"). UD and VO are sometimes collectively
referred to herein as "Developer," and City and Developer are sometimes herein referred to as a
"Party" and collectively as "Parties."
RECITALS
A. The Parties have previously entered into that certain Amended and Restated
Development Agreement by and among UD, VO and the City as of April 22, 2014 and recorded
on July 28, 2014, as Instrument No. 2014051817 in the Official Records of Sonoma County
("Development Agreement").
B. The Parties now desire to amend the Development Agreement for the purposes of
revising Exhibit D regarding the timing of affordable housing obligations.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, covenants and provisions set
forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as
follows:
1. Defined Terms. All capitalized terms used and not otherwise defined in the First
Amendment shall have the same meaning in this First Amendment as in the Development
Agreement.
2. Amendment of EAiibit D. Exhibit D to the Development Agreement is hereby
deleted in its entirety and replaced with Exhibit D-1, attached hereto and incorporated herein by
this reference.
OAK #4812-3723-5499 v1
3. Effect of First Amendment. Except to the extent the Development Agreement is
modified by this First Amendment, the remaining terms and provisions of the Development
Agreement shall remain unmodified and in full force and effect. In the event of a conflict
between the terms of the Development Agreement and the terms of this First Amendment, the
terms of this First Amendment shall prevail.
4. Caunt_erparts. This First Amendment may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
First Amendment.
S. Recordation of First ArnendMnt to Development Agreement. The City Clerk
shall record an executed copy of this Amendment, in the Official Records of the County of
Sonoma.
[SIGNATURES ARE ON FOLLOWING PAGE]
OAK #4812-3723-5499 v 1 2
IN WITNESS WHEREOF, this First Amendment has been entered into by and between
Developer and City as of the day and year first above written.
CITY:
City of Rohnert Park, a California municipal
corporation
City Manager
Approved as to Form:
By:
City Attorney
Attest:
By:
City Clerk
DEVELOPER:
UNIVERSITY DISTRICYLLC, a Delaware limited
liability company
B - &",�
Title e
VAST OAK PROPERTIES L.P., a California
limited partnership
By:,
Nat
OAK 84812-3723-5499 v 1
NOTARY ACK.NOWI,RT)G.MR, NTS
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
l Lss
County of�r nG
On l°C e#"(before ripe, e.. •f 1+� S' ,
(Name of Notary) �I
notary public, personally appeared {:Vd 't -6h l5 oA , re dY �+ e4 /I
who proved to me on the basis of satisfactory evidence to be the person(o whose nalnc(s)sW/are
subscribed to the within instrument and acknowledged to me that Welte/they executed the same
in leis/bait/their aiithQrized eapacity(jes),, and that by l+/kcr/their signature(s)-on the instrtunent
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
YVt77N—Er
4. CRAVES
(Notary Signature) CMTI[ssfon # 2Q1i4324
s -i' Notary Pubffc - Cafffornia z
Contra Costa County a
h1 Camm, Expires Mar 26, 2t71 r
OAK #4812-3723-5499 v1 Acknowledgment
IN WITNESS WHEREOF, this First Amendment has been entered into by and between
Developer and City as of the day and year first above written.
CITY:
City of Rohnert Park, a California municipal
corporation
13y:
Approved as to Form:
By:
City Attorney
Attest:
By:
City Clerk
City Manager
DEVELOPER:
UNIVERSITY DISTRICT LLC, a Delaware limited
liability company
By:_
Name:
Title:
VAST OAK PROPERTIES L.P., a California
limited partnership
By.
Title:
OAK 44812-3723-5499 v
NOTARY ACKNOWLEDGMENTS
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
ss
County
OnbaBLAWL6,2D15, before ni 1 �04,1A(L' .
(Name of Notary)
notary public, personally appeared ' I tij
who proved to me on the basis of sattsi'actor, evidence to bet e person{ whose namc
subscribed to the within instrunrcnt and acknowledged to me thael executed the same
in, rjj�� authorized capacity, and that heir signatur4ef on the instrument
the person{, or the entity tlp.on - of which the persor ) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
JOXNNE P MM
Commission 0 2042526
-+: Notary Public • CalHornia
-� Sonoma County
(Notary Signature) M core. rrs Oct III 20ti
OAK #4812-3723-5499 vt Acknowledgment
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
ss
County of )
On _ . before me,
(Name sof Notary)
notary public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Wore
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERYRY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
(Notary Signature)
OAK #4812-3723-5499 Y Acknowledgment
EXHIBIT D-1
REVISED AFFORDABLE HOUSING PLAN
I. INTRODUCTION
The Project has been designed to substantially increase the housing stock in the City and
to help alleviate the City's need for housing affordable to Very Low, Low, and Moderate Income
Households. Subject to potential adjustment as provided in Section IX below, Developer agrees
to provide 15% of the total Project as Affordable Units in the Project, consisting of two hundred
and eighteen (218) Affordable Apartments as defined in the City's Inclusionary Ordinance.
Unless otherwise defined herein, capitalized terms contained in this Affordable Housing Plan
shall have the meaning given to such terms in the Amended and Restated Agreement.
H. AFFORDABLE APARTMENT COMPLEX
A. Obligation to {Construct.
The Developer shall either (1) construct the Affordable Apartments on dedicated parcels
comprising the VO property in accordance with the plans and specifications approved by the
City, or (2) dedicate land within the VO property, as solely determined by the Developer, to one
or more non-profit housing developers in lieu of Developer's construction of the Affordable
Apartments.
(1) In the event that Developer decides to donate the land to an affordable housing
developer, prior to donating the land to the non-profit, Developer shall confirm that the land is
appropriately zoned, buildable, free of toxic substances and contaminated soils. Developer shall
dedicate the land provided for under this Section II.A. (1) in such size as to satisfy the 15%
Affordable Housing Requirement for 1,454 total Vast Oak and UDLLC units, and (2) within 180
days of the approval of the Ordinance adopting the Amended and Restated Agreement either: i)
offer the land for dedication to an affordable housing developer interested in developing the
Affordable Apartment Complex; or ii) offer to dedicate to the City the land necessary for the
construction of the Affordable Apartment Complex. Prior to donating this land to the non-profit,
the Developer shall ensure that the land is sheet grated super pad lots. The non-profit to whom
the Developer donates the land shall have a minimum of five years' experience in development,
ownership, operation, and management of similar sized affordable rental housing projects, and
shall demonstrate that it has the capacity to construct and operate the affordable housing
apartments.
(2) Concurrently with recordation of the first final map for the Vast Oak Property,
Developer provide a Letter of Intent to transfer the fee interest in the Affordable Apartment
Complex site to an affordable housing developer selected by Developer and approved by the City
Manager or his or her designee in his or her reasonable discretion. The City Manager or his or
her designee shall not withhold approval of the affordable housing developer provided the
proposed affordable housing developer (i) has at least five (5) year's experience in the
development, ownership, operation and management of similar size affordable rental housing
projects, (ii) does not have any record of material violations of discrimination restrictions or
OAK #4812-3723-5499 v 1 .Exhibit D-1
other state or federal laws or regulations or local governmental requirements applicable to such
projects, and (iii) has the financial capability to develop and operate the Affordable Apartment
Complex. Developer shall remain obligated to construct the Affordable Apartment Complex and
shall, therefore, retain the right and option to repurchase the Apartment Site from the designated
affordable housing developer. Not later than the recordation of the second final map for the Vast
Oak Property, Developer shall transfer the fee interest in the Affordable Apartment Complex site
to the designated affordable housing developer. Regardless of when the site is transferred, if
Developer's designated affordable housing developer has not commenced construction of the
Affordable Apartment Complex, as demonstrated by the pouring of foundations, within three
years of issuance of the first building permit for the Project, Developer, at its expense, will
repurchase the Apartment Site from the designated affordable housing developer and commence
and complete the construction of the Apartment Complex as soon as possible, but in any event
within six years after issuance of the first building permit for the Project. Developer
acknowledges and agrees that City shall have the right to withhold issuance of building permits
for the last 400 market -rate residential units in the Project until such time as construction of the
Affordable Apartment Complex has been satisfactorily completed as evidenced by a final
certificate of occupancy.
(3) Irrespective of the entity that constructs the Affordable Apartments, construction
shall be completed no later than completion of the market -rate units that are part of the Project.
In recognition of the fact that Developer may phase construction of the market -rate or
commercial units, for purposes of this Affordable Housing Plan, the phrase "completed no later
than market -rate units" shall mean no later than the City's issuance of the 850th cumulative
market -rate residential unit building permit.
(4) The Developer shall provide in its transfer documents donating land within its
Project to a non-profit housing developer for a reversion in fee to Developer of the land upon
which the Affordable Apartments are to be constructed if the Affordable Apartments have not
been constructed as required by this Affordable Housing Plan. If the non-profit housing
developer has not completed construction of the Affordable Apartments as set forth in this
Affordable Housing Plan, then the Developer will be required to complete construction of the
Affordable Apartments itself. Developer shall do so at Developer's sole expense, and Developer
shall complete construction of the Affordable Apartments no later than issuance of the building
permit for the 850th cumulative market -rate unit.
(5) City shall not be obligated to issue any additional building permits to Developer
beyond the 850th cumulative market -rate building permit until the Affordable Apartments are
satisfactorily completed, as evidenced by a final certificate of occupancy, according to the terms
of the Amended and Restated Agreement and this Affordable Housing Plan.
B. Affordability.
Subject to adjustment as provided in Section VI, below, the Affordable Apartment
Complex shall contain Two Hundred and Eighteen (218) Affordable Apartments located on one
site on the VO North Property. Fifty percent (50%) of the Affordable Apartments shall be rented
to Very Low Income Households at an Affordable Rent. The remaining fifty percent (50%) of
the Affordable Apartments shall be rented to Low Income Households at an Affordable Rent.
OAK 44812-3723-5499 v] Exhibit D-2
C. A fl'o rda ale Housing�A n-cein ent.
Affordable rental properties shall be restricted for 55 years as is required by the Rohnert
Park Municipal Code. In order to ensure that these affordability restrictions remain in place, the
Developer or the non-profit to whom the Developer donates the land, shall enter into an
Affordable Housing Agreement with the City in a form and content acceptable to the City
Attorney. The Affordable Housing Agreement shall be recorded against the Affordable
Apartments land or project site prior to the issuance of the building permit for the 850th market -
rate residential unit. The Affordable Housing Agreement shall include at least the following
terms:
1. The requirement to construct the Affordable Apartment Complex as
provided herein;
2. Provisions restricting the rental of the Affordable Apartments to Low and
Very Low Income Households at an Affordable Rent as defined by the
Rohnert Park Municipal Code for a period of 55 years;
3. Non-discrimination covenants;
4. Provisions requiring income certification before the lease of any
Affordable Apartment Units and recertification every year thereafter;
5. Provisions requiring the submittal of certificates of continuing program
compliance to the City on at least an annual basis;
6. Restrictions on the ability to transfer the Affordable Apartment Complex;
7. Maintenance and management requirements, including City remedies
following notice and opportunity to cure;
8. Provisions regarding the marketing of the Affordable Apartments,
including any approved preference program, as set forth in Section II(E)
below.
D.uali. /Standards.
The Affordable Apartments shall be of high architectural quality, effectively and
aesthetically designed and constructed in a workmanlike manner with professionally rendered
finishes. The Affordable Apartments shall be indistinguishable from the comparable market rate
condominiums in exterior and interior design, quality, materials, fixtures and architectural
elements (other than interior flooring materials, countertops, cabinetry and appliances which
shall be high quality, but need not be identical to the market rate condominiums). At least eighty
percent (80%) of the Affordable Apartments shall be 2-bedroom/2-bath units or larger, and at
least ten percent (10%) shall be 3-bedroom/2-bath units. Developer shall use best efforts to
increase number of 3-bedroom/2-bath units by converting 2-bedroom/2-bath units where feasible
to do so within the design/footprint.
OAK #4812-3723-5499 v1 Exhibit D-3
E. Maricetiixg/ mplenaentution..
Developer or its designated affordable housing developer shall prepare and implement a
marketing and implementation plan for the rental of the Affordable Apartments. The plan must
be in a form and content reasonably acceptable to the City and include, among other things, the
following;
1. A plan to market the Affordable Apartments to eligible households;
2. Procedures for the rental of the Affordable Apartments, including the
slotting of applications and creation of a waiting list, eligibility
determination, income certification and annual recertifications; and
To the extent permitted by law, a preference program, whereby Developer
shall give preference in the rental of the Affordable Apartments first to
nurses, Cotati/Rohnert Park Unified School district staff and faculty, peace
officers as defined by Penal Code section 830.1(a) and persons employed
as firefighters, who live or work in the City; second to other income
qualified City municipal employees; third to income qualified employees
of Sonoma State University; fourth to persons who live and work in
Rohnert Park; fifth to persons who live in Rohnert Park; sixth to persons
who work in Rohnert Park; and seventh to all others.
M. IN -LIEU FEES
In the event that the City adopts any other affordable or inclusionary housing ordinance,
including an in -lieu fee that would apply to the Project, Developer may, in its sole discretion,
comply with any future adopted form of affordable or inclusionary housing ordinance through
the payment of in -lieu fees.
IV. COMPLIANCE MONITORING
Commencing one year after the Effective Date and every year through the Term,
Developer shall submit an annual implementation plan to the City summarizing the status of
compliance with the Affordable Housing Plan, including status of construction and rental of the
Affordable Units and status of construction of the affordable Second Units. This compliance can
be included within the Annual Review of the Amended and Restated Agreement. The Developer
shall submit the required Processing Fees to cover the City's costs to review and monitor the
Developer's compliance with the Affordable Housing Plan.
V. DEVELOPER'S OBLIGATION
The obligations set forth in this Affordable Housing Plan are the obligations of
Developer, who shall be responsible for fulfilling them at Developer's sole cost and expense.
Neither the City nor the Rohnert Park Community Development Agency will have any
obligation to assist in the development of any of the Affordable Apartment Units or Second
Units. Developer shall provide any and all subsidies necessary to construct the Affordable Units
and Second Units and to comply with all provisions of this Affordable Housing Plan.
OAK #4812-3723-5499 v1 Exhibit D-4
VI. PRIORITY
The Affordable Housing Agreements described above shall be superior to any mortgage,
deed of trust, lien or other encumbrance (other than the lien for current taxes or assessments not
yet due) recorded against the Property, and shall be enforceable against any party who has
acquired its title by foreclosure, trustee's sale, voluntary conveyance or otherwise. If so
requested by City, Developer or its successor shall execute and agree to the recording of a
subordination agreement evidencing the provisions of this Section VI.
VII. ADJUSTMENT
A. General.
The Developer may seek a reduction, adjustment, or waiver of these Affordable Housing
requirements as is set forth in Rohnert Park Municipal Code Section 17.07.020, footnote (N),
subsection 15. Furthermore, the Developer may elect to satisfy its affordable housing
requirements, at Developer's sole discretion, by constructing the Affordable Units or dedicating
the property in Vast Oak North for the Affordable Apartments.
B. Potential Reduction in Affordable Units.
Developer is obligated to provide 218 Affordable Apartments in accordance with the City
Inclusionary Ordinance. In the event that the anticipated total number of attached and detached
market rate residential units is reduced through subdivision mapping or other approval processes,
the number of Affordable Apartments and Affordable Units required to be developed within the
Project will be reduced proportionately, with any fractional units rounded up to the nearest whole
number.
OAK #4912-3723-5499 v1 Exhibit D-5