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2006/07/25 City Council Agenda PacketCity of Rohnert Park+6750 Commerce Boulevard* Rohnert Park, CA 94928 Phone: (707)58&22270FAX: (7"SW22740 WEB: w".rpdty.org ROHNERT PARD CITE.' COUNCIL Community (Development Commission Rohnert Park Financing Authority CONCURRENT MEETINGS .AGENDA Tuesday, July 25, 2006 MEETING LOCATION: CITY HALL - COUNCIL CHAMBERS 6750 Commerce Boulevard. Rohnert Park. California The Rohnert Park City Council welcomes your attendance, interest and participation at its regular concurrent city meetings scheduled on the 2nd and 4th Tuesdays of each month at 6:00 p.m, in the Council Chambers. . City CounciUCDCAWFA Agendas & Minutes may be viewed at the City's website: www rncity.or� CouncWCommission/Authority may discuss and/or take action on any or all of the items listed on this agenda Waiver Warning: If you challenge decisions of the City Council, the Community Development Commission, or the Rohnert Park Financing Authority of the City of Rohner( Park in court, you may be limited to raising only those issues you or someone else raised at public hearing(s) described in this Agenda, or in written correspondence delivered to the Citv of Rohnert Park at, or prior to the vublic hearina(s). DISABLED ACCOMMODATION: If you have a disability which requires an interpreter or other person to assist you while attending this City Council meeting, please contact the City Offices at (707) 588-2227 at least 72 hours prior to the meeting to ensure arrangements for accommodation by the City.' Please make sure the City Manager's office is notified as soon as possible if you have a visual impairment requiring meeting materials to be produced in another format (Braille, audio -tare. etc.) 6:00 p.m CITY COUNCIL MEETING - Call to Order Roll Call (Breeze`Flores Mackenzie-Vidak-Martinez Smith ADJOURN TO CLOSED SESSION TO CONSIDER: • Litigation matters - Pursuant to Government Code Section 54956.9(a) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION O. W.L. Foundation v. City of Rohnert Park, Superior Court of the State of California for the County of Sonoma Case No. 238882 6:15 p.m. REGULAR SESSION - Reconvene Pledge of Allegiance - Led by Lindsey Pedroncelli, 7'h Grade Student this fall, Creekside Middle School 1. Mayor's Report on Closed Session (G.C. 54957.1) 2. SCHEDULED APPEARANCESIP'RESENTATIONS: 1. Jette Selberg, Community Services Officer, Department of Public Safety regarding National Night Out 2. Mayor's Presentation of Resolution Proclaiming Tuesday, August 1, 2006 as "National Night Out" to jCommunity Services Officer tette Selberg Curt Chiarelii, Rohnert Park resident, requesting the City Council to consider an initiative on the November 7, 2006 ballot to initiate impeachment proceedings against U.S. President George W. Bush For items to be listed on the agenda, written requests must be submitted to the City Manager's Office prior,to finalization of meeting agendasj.e. by noon on the Tuesdays preceding City Council meetings regularly scheduled on the 2nd and 4t11 Tuesdays ofeach month City of Rohnert Park CONCURRENT MEETINGS Agenda (2) July 25, 2006 fWCity CounciUCommunity Development CommUsion/Rohnert Park FinancingAutkoraty I UNSCHEDULED PUBLIC APPEARANCES/COIVIMNTS: For public comment on items listed or not listed on the agenda, (limited to 3-5 minutes per appearance & a 30 minute total time limit, or allocation of time based on number of speaker cards submitted) - PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING - *SEE NOTE ON LAST PAGE OF THIS AGENDA 4. CONSENT CALENDAR All items on the consent calendar will be considered together by one action of the Council unless any Councihnember or anyone else interested in a consent calendar item has a question about the item. A. Approval of City Council Portion of Concurrent Meeting Minutes for: • Regular Concurrent City Meetings - July 11, 2006 Approval of Bills/Demands for Payment concurrently for: • City of Rohnert Park/City Council C. Accepting Cash/Investments Report for Month End, May 31, 2006 for: • City of Rohnert Park/City Council LXD. Resolutions for Adoption: 2006-195 Authorizing a Job Description for Human Resources Technician, Reclassification of a Secretary Position in Human Resources and Approving the Addition of One, Regular Part -Time Human Resources Technician Position 2006-196 Approving Amendment Number.Six to the Agreement for Services with Jones & Stokes Regarding the Environmental Impact Report for the University District Specific Plan 2006-197. Authorizing the Submission of an Application for a Targeted Rubberized Asphalt Concrete Incentive Grant from the California Integrated Waste Management Board 2006-198 Approving Task Order 2006-05 with Winzler & Kelly for the Martin Avenue Storm Drain Project, City Project No. .2006-03 2006-199 Approving the Master Agreement for Professional Services with Winzler and Kelly Consulting Engineers v \ .2006-200 Calling for Sealed Bids for Legal Classified Advertising Contract for the \ City of Rohnert Park 2006-201 Rejecting the Claim of Laurel E. Lindsey (re. injuries from fall on alleged uneven City sidewalk) City of Rohnert Park CONCURRENT MEETINGS Agenda (3) July 25, 2006 for City Council/Community Development CommiWon/Rohnert Park Financing Authority Copeland Creek Apartments Affordable Units - Update 1. Staff Report 2. Public Comments 3. Council discussion/direction/action 6. Planning and Zoning/Community Development matters: 1. University District Specific Plan - Consideration of adoption of ordinances pertaining to applications for an approximately 297 acre site that is generally located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-M3-007,045-253-009 through —012,045-253-018,1045-262-001 through -004, 047-131-019, and 047-131-024 through -027) as follows: 1) Prezoning to Specific Plan (S -P) and Publieftstitutional (P-1) Districts*; 2) Development Agreement; 3) Annexation of property to the City of Rohnert Park.* * The prezoning to P-1 and the annexation would also. include the 39 -acre Creekside Middle School site. a. Staff Report b. Public Comments { c. Ordinances.for Adoption: 1. Waive Further Reading and Adopt Ordinance.by reading title: No. 759 Prezoning property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-253-007, 045-253-009 through -012, portion of ~ 045-253-018, 045-262-001 through -004, 047-131-019; and 047-131.024 through -027) to Specific Plan District (SP) • Council motion o Council discussion • Council roll call vote 2. Waive Further Reading and Adopt Ordinance by reading title: No. 760' Prezoning property located on the east side of Snyder Lane, north of Himbaugh 'Creek (APN 045-253-014, 045-253-017, and portion of APN 045-253-018) to Public nstitutional District (P -I) * Council.motion o Council discussion o Council roll call vote 3. Waive Further Reading and Adopt Ordinance by Reading Title: No. 761 Approving a Development Agreement for a Specific Pian for the University District on property located on each side of Hinebaugh Creek, east of the current City limits,. south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-262-001 through -004, 047-131-019, and 047-131-024 through -027)' * Council motion , * Council discussion o Council roll call vote X2. Corridor Concept Plans for Commerce Blvd./Southwest Blvd./State Farm Drive - Request for Proposals - Consideration of authorizing Staff to distribute Request for Proposals for the Commerce Blvd./Southwest Blvd./State Farm Drive Corridor Concept Plans a. Staff Report b. Public Comments c. Council discussion/direction/action City of Rohnert Park CONCURRENT MIEETINGS Agenda (4) July 25, 2006 for City CounceUCommunity Development Commission/Rohnert Park Financing Authority 7. Sonoma County Open Space !District Tax Item e Council discussion/direction/action 8. Council Committee &/or Other Reports: I. Golf Course Subcommittee Meeting, 7/12/06 (AF/AB) Old Adobe Development Services (OADS) Birthday Party, 7/12/06 (TS) Enrobing Ceremony of Arthur Andrew Wick as a Judge of Sonoma County Superior Court, 7/13/06 (TS) 4. Mayors' & Councilmembers' Assn. General Membership Mtg, 7/13/06 (AF/JMNVM/TS) Climate Protection Everybody Profits II Meeting, (JM/WM/TS) 6. Cotati's 14'h Annual Kids Day Parade & Festival, 7/15/06 (TS) 7. Library Advisory Board Mtg., 7/18/06 (TS) Santa Rosa Plain Conservation Strategy Implementation Committee/California Tiger Salamander (CTS), 7/19/06 mtg. (JM) 9. Moonlighters Big Band Dance, 7/19/06 (TS) 0. Community Choice Power: The solution to California's Energy & Climate Crisis (TS) 1. Russian River Watershed Assn, 7/20/06 mtg. (JM) X112. Mayor's Business Outreach Visit (TS) C/ • O'dell Printing, 7/18/06 • Safety Kleen, 7/20/06 13. Other informational reports, if any 9. Communications Copies of other communications have been provided to Council for review prior to this meeting. Council Members desiring to read or discuss any communication may do so at this time. 10. Matters from/for Council: O 1. Training Opportunity at Sonoma State University (SSU) Workshop (VVM) ® Council discussion/direction/action 2. Schedule of Events and Meetings 3. City Council Agenda Forecast 4. Other informational items, if any 11. 'City Manager's/City Attorney's Reports: 1. Mobile Home Park Utility Rates 2. Workforce Housing Reward Program Award 3. Legislative Update 4. Other informational items, if any 12. PUBLIC CO 1NTS - For public comment on items not listed on the agenda, or on agenda items if unable to speak at the scheduled time (limited to 3-5 minutes per appearance & a 30 minute total time limit, or allocation of time based on number of speaker cards submitted) PLEASE FILL OBIT A MAKER CARD PRIOR TO SPEAKING - *SEE NOTE ON LAST PAGE OF THIS AGENDA ADJOURN the City Council meeting to consecutively & separately CONVENE the meetings of Community Development Commission & the Rohnert Park Financing Authority meetings City of R61mert Park CONCURRIENT MEETINGS Agenda (5) July 25, 2006 for City Council/Community Development Commission/Rohnert Park Financing Authority COMMUNITY DEVELOPMENT COM1VIISSION OF THE CITY OF ROHNERT PARK AGENDA Tuesday; July 25, 2006 Meeting Location: City Hall, 6750 Commerce Blvd., Rohnert Park, CA CDC MEETING - Call to Order, Roll Call (Breeze Flores 'Mackenzie Vidak-Martinez_Snuth_) Unscheduled public appearances - for public comment on agenda items or other matters 1. CONSENT CALENDAR All items on the consent calendar will be considered together by one action of the Commission unless any Commissioner or anyone else interested in a consent calendar item has a question about the item. 1. Approval of CDC Portion of Concurrent City Meeting Minutes for: July 11, 2006 2. Approval of CDC Bills/Demands for Payment 3. Accepting CDC Cash/1hvestments Report for Month Ending, May 31, 2006 4. CDC Resolutions for Adoption: 2006-16 Referring the Proposed Third Amendment to the Redevelopment Plan for the Rohnert Park Redevelopment Project to the Planning Commission of the City of Rohnert Park for Report and Recommendation 2. Adjournment of CDC meeting ROHNERT PARK FINANCING AUTHORITY AGENDA Tuesday, July 25, 2006 Meeting Location: City Hall, 6750 Commerce Blvd., Rohnert Park, CA RPFA MEETING - Call to Order, Roll Call (Breeze—Flores_Mackenzie Vidak-Martinez—Snaith Unscheduled public appearances - for public comment on agenda items or other matters �s CONSENT CALENDAR ' All items on the consent calendar will be considered together by one action of the Authority unless any Authority Members or anyone else interested in a consent calendar item has a question about the item. 1. Approval of RPFA Portion of Concurrent City Meeting Minutes. for: July 11, 2006 2. Accepting RPFA Cash/Investments Report for Month Ending, May 31, 2006 2. Adjournment of RPFA meeting v of Rohnert Park CONCURRENT MEETINGS Agenda (6) Julv-25, 20 for City CouneWConmunity Development Comm& on/Rohnert Park Pinancing Authority NOTE: Time shown for any particular matter on the agenda is an estimate only. Matters may be considered earlier or later than the time indicated depending on the pace at which the meeting proceeds. If you wish to speak on an item under discussion by the Council which appears on this agenda, atter receiving recognition from the Mayor, please walk to the rostrum and state your name and address for the record - PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING - Any item raised by a member of the public which is not agendized and may require Council action shall be automatically referred to staff for' investigation and disposition which may include placing on a future agenda. If the item is deeme&to: be an emergency or the need to _ take action arose after posting of the agenda within the meaning of Government Code ection 54954.2(b), Council is entitled to discuss the matter to determine if it is an emergency item under said Government Code and may take action thereon. JH4072506AGENDA-RPCity Council-CDCRPFA City of Rohnert Park*6750 Commerce Boulevard *Rohnert Park, CA 94928 Phone: (707)SW2227 *FAX: (707)5W2274#WEB: www rpchy.on ROHNERT PARK CITY COUNCIL Community Development Commission Rohnert Park Financing authority CONCURRENT MEETINGS .AGENDA Tuesday, July 25, 2006 MEETING LOCATION: CITY HALL - COUNCIL CHAMBERS 6750 Commerce Boulevard. Rohnert Park. California The Rohnert Park City Council welcomes your attendance, interest and participation at its regular concurrent city meetings scheduled on the 2nd and 4th Tuesdays of each month at 6:00 p.m. in the Council Chambers. City CounciUCDC/RPFA Agendas & Minutes may be viewed at the City's website: www.rPc&P.or-- Council/Commission/Authonty may discuss and/or take action on any or all of the items listed on this agenda- Waiver gendaWaiver Warning: If you challenge decisions of the City Council, the Community Development Commission, or the Rohnert Park Financing Authority of the City of Rohnert Park in court, you may be limited to raising only those issues you or someone else raised at public hearing(s) described in this Agenda, or in written correspondence delivered to the City of Rohnert Park at, or prior to the public hearing(s). DISABLED ACCOMMODATION: if you have a disability which requires an interpreter or other person to assist you while attending this City Council meeting, please contact the City Offices at (707) 588-2227 at least 72 hours prior to the meeting to ensure arrangements for accommodation by the City. Please make sure the City Manager's office is notified as soon as possible if you have a visual impairment requiring meeting materials to be produced in another format (Braille, audio -tape, etc.) 6:00 p.m. CITY COUNCIL MEETING - Call to Order Roll Call (Breeze. Flores—Mackenzie—Vidak-Martinez Smith) ADJOURN TO CLOSET) SESSION TO CONSIDER: ® Litigation matters - Pursuant to Government Code Section 54956.9(a) CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION O. W.L. Foundation v. City of Rohnert Park, Superior Court of the State of California for the County of Sonoma Case No. 238882 6:15 p.m. REGULAR SESSION - Reconvene - Pledge of Allegiance - Led by Lindsey Pedroncelii, 7"' Grade Student this fill, Creekside Middle School 1. Mayor's Report on Closed Session (G.C. 54957.1) 2. SCHEDULED APPEARANCES/PRESENTATIONS: 1. Jette Selberg, Community Services Officer, Department of Public Safety regarding National Nigbt Out 2. Mayor's Presentation of Resolution Proclaiming Tuesday, August 1, 2006 as "National Night Oat" to Community Services Officer Jette Selberg 3. Curt Chiarelli, Rohnert Park resident, requesting the City Council to consider an initiative on the November 7, 2006 ballot to initiate impeachment proceedings against U.S. President George W. Bush For items to be listed on the agenda, written requests must be submitted to the City Manager's Office prior to finalization of meeting agendas i. e. by noon on the Tuesdays preceding City Council meetings regularly scheduled on the 2nd and 4th Tuesdays of each month City of Rohaert Park CONCURRENT MEETINGS Agenda (2)� July 25, 2006 for City CounciUCommunity Development Commhaion/Rohnert Park Financing Authority 3. UNSCHEDULED PUBLIC APPEARANCES/COMMENTS: For public comment on items listed or not listed on the agenda, (limited to 3-5 minutes per appearance & a 30 minute total time limit, or allocation of time"based on number of speaker cards submitted) - PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING - *SEE NOTE ON LAST PAGE OF THIS AGENDA 4. CONSENT CALENDAR All items on the consent calendar will be considered together by one action of the Council unless any Councilmember or anyone else interested in a consent calendar item has a question about the item. A. Approval of City Council Portion of Concurrent Meeting Minutes for: . • Regular Concurrent City Meetings - July 11, 2006 B. Approval of Bills/Demands for Payment concurrently for: ® City of Rohnert Park/City Council C. Accepting Cash/Investments Report for Month End, May 31, 2006 for: e City of Rohnert Park/City Council D. Resolutions for Adoption: 2006-195 Authorizing a Job Description for Human Resources Technician, Reclassification of a Secretary Position in Human Resources and Approving the Addition of One, Regular Part -Time Human Resources Technician position 2006-196 Approving Amendment Number Six to the Agreement for Services with Jones & Stokes Regarding the Environmental Impact Report for the University District Specific Plan 2006-197 Authorizing the Submission of an Application for a Targeted Rubberized Asphalt Concrete Incentive Grant from the California Integrated Waste Management Board 2006-198 Approving Task Order 2006-05 with Winzler & Kelly for the Martin Avenue Storm Drain Project, City Project No. 2006-03 2006-199 Approving the Master Agreement for Professional Services with Winzler and Kelly Consulting Engineers 2006-200 Calling for Sealed Bids for Legal Classified Advertising Contract for the City of Rohnert Park 2006-201 Rejecting the Claim of Laurel E. Lindsey (re. injuries from fall on alleged uneven City sidewalk) City of Rohnert Park CONCURRENT MEETINgS Agenda (3) July 25, 2006 for City CouneillCommanity Development ContmissionlRohnert Park Financing Authority 5. Copeland Creek Apartments Affordable Units - Update 1. Staff Report 2. Public Comments 3. Council discussion/direction/action 6. Planning and Zoning/Community Development matters: 1. University )[District Specific Plan - Consideration of adoption of ordinances pertaining to applications for an approximately 297 acre site that is generally located on each side of Hinebaugh - Creek, east of the current City limits, south of,Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-253-007, 045-253-009 through -012, 045-253-018, 045-262-0011 through -004, 047-131-019; and 047.131-024 through -027)'as follows: 1) Prezoning to Specific Plan (S P) and Public/Institutional (P-1) Districts*; 2) Development Agreement; 3) Annexation of property to the City of Rohnert Park.* * The prezoning to P -I and the annexation would also include the 39 -acre Creekside &Liddle School site. a. Staff Report b. Public Comments c. Ordinances for Adoption: 1. Waive Further Reading and Adopt Ordinance .by reading title: No. 759 Prezoning property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue,. west of Petaluma Hill Road, and north of Copeland Creek (APN 045-253-007, 045-253-009 through -012, portion of 045-253-018, 045-262-001 through -004, 047-131-019; and 047-131-024 . through -027) to Specific Plan District (SP) - • Council motion ® Council discussion • Council roll call vote 2. Waive Further Reading and Adopt Ordinance by reading title: No. 760 Prezoning properly located on the east side of Snyder Lane, north of Hinebaugh Creek (APN 045-253-014, 045-253-017, and portion of APN 045-253-018) to Public/Institutional District (P -I) • Council motion • Council discussion 0 Council roll can vote 3. Waive Further Reading and Adopt Ordinance by Reading Title: No. 761 Approving a Development Agreement for a Specific Plan for the University District on property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-262-001 through -004,047-131-019, and 047-131-024 through -027) • Council motion a Council discussion o Council roll call vote 2. Corridor Concept Plans for Commerce Blvd./Southwest Blvd./State Farris Drive - Request for Proposals Consideration of authorizing Staff to distribute Request for Proposals for the Commerce Blvd./Southwest Blvd./State Farm Drive Corridor Concept Plans a. Staff Report b. Public Comments c. Council discussion/dimetion/ac ion : City of Rohnert Park CONCURRENT MEETINGS Agenda (4) July 25, 2006 for City Councd/Community Development Commission/Rohnert Park Knancing Authority 7. Sonoma County Open Space District Tax Item e Council discussion/direction/action 8. Council Committee &/or Other Reports: I. Golf Course Subcommittee Meeting, 7/12/06 (AF/AB) 2. Old Adobe Development Services (OADS) Birthday Party, 7/12/06 (TS) 3. Enrobing Ceremony of Arthur Andrew Wick -as a Judge of Sonoma County Superior Court, 7/13/06 (TS) 4. Mayors' & Councilmembers' Assn. General Membership Mtg, 7/13106 (AF/JM/VVMITS) 5. Climate Protection Everybody Profits H Meeting, (JM/VVM/TS) 6. Cotati's 140i Annual Kids Day Parade & Festival, 7/15/06 (TS) 7. Library Advisory Board Mtg., 7/18/06 (TS) 8. Santa Rosa Plain Conservation Strategy Implementation Committee/California Tiger Salamander (CTS), 7/19/06 mtg. (JM) 9. Moonlighters - Big Band Dance, 7/19/06 (TS) 10. Community Choice Power: The Solution to California's Energy & Climate Crisis (TS) 11. Russian River Watershed Assn., 7/20/06 mtg. (JM) 12. Mayor's Business Outreach Visit (TS) ® O'Dell Printing, 7/18/06 o Safety Kleen, 7/20/06 13. Other informational reports, if any 9. Communications Copies of other communications have been provided to Council for review prior to this meeting. Council Members desiring to read or discuss any communication may do so at this time. 10. Matters frons/for Council: 1. Training Opportunity at, Sonoma State University (SSU) Workshop (VVM) v Council discussion/direction/action 2. Schedule of Events and Meetings 3. City Council Agenda Forecast 4. Other informational items, if any 11. City Manager's/City Attorney's Reports: 1. Mobile Home Park Utility Rates 2. Workforce Housing Reward Program Award 3. Legislative Update 4. Other informational items, if any 12. PUBLIC COMMENTS For public comment on items not listed on the agenda, or on agenda items if unable to speak at the scheduled time (limited to 3-5 minutes per appearance & a 30 minute total time limit, or allocation of time based on number of speaker cards submitted) . - PLEASE FILL OUT A SPEAKER CARD PRIOR TO SPEAKING - *SEE NOTE ON LAST PAGE OF THIS AGENDA ADJOURN the City Council meeting to consecutively & separately CONVENE the meetings of Community Development Commission & the Rohnert Park Financing Authority meetings City of Rohnert Park CONCURRENT MEETINGS Agenda (5) July 25, 2006 for City CouneWCommunny Development Commission/Rohnert Park Financing Authority COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROIINERT PARK AGENDA Tuesday, July 25, 2006 Meeting Location: City Hall, 6750 Commerce Blvd., Rohnert Park, CA CDC MEETING - Call to Order, Roll Call (Breeze -Flores—MackenzieVidak-Martinez_Smith� - Unscheduled public appearances - for public omment on agenda items or other matters 1. CONSENT CALENDAR All items on the consent calendar will be considered together by one action of the Commission unless any Commissioner or anyone else interested in a consent calendar item has a question about the item. 1. Approval of CDC Portion of Concurrent City Meeting Minutes for: July 11, 2006 2. Approval of CDC Bilis/Demands for Payment 3. Accepting CDC Cash/Investments Report for Month Ending, May 31, 2006 4. CDC Resolutions for Adoption: 2006-16 Referring the Proposed Third Amendment to the Redevelopment Plan for the Rohnert Park Redevelopment Project to the Planning Commission of the City of Rohnert Park for Report and Recommendation 2. Adjournment of CDC meeting ROIINERT PARK FINANCING AUTHORITY AGENDA Tuesday, July 25, 2006 Meeting Location: City Hall, 6750 Commerce Blvd., Rohnert Park, CA RPFA MEETING - Call to Order, Roll Call (Breeze rFlores' MackenzieVidak-Martinez—Smith Unscheduled public appearances - for public comment on agenda items or other matters 1. CONSENT CALENDAR` All items on the consent calendar will be considered together by one action of the Authority unless any Authority Members or anyone else interested in a consent calendar item has a question about the item. 1. Approval of RPFA Portion of Concurrent City Meeting Minutes for: July 11, 2006 2. Accepting RPFA Cash/Investments Report for Month Ending, May 31, 2006 2. Adjournment of RPFA meeting City of Rohnert Park CONCURRENT MEETINGS Agenda (6) July 25, 2006 for City Council/Community Development ComndWon/Rohnert Park Financing Authority NO'T'E: Time shown for any particular matter on the agenda is an estimate only. Matters may be considered earlier or later than the time indicated depending on the pace at which the meeting proceeds. If you wish to speak on an item under discussion by the Council which appears on this agenda, after receiving recognition from the Mayor, please walk to the rostrum and state your name and address for the record. - PLEASE FELL OUT A SPEAKER CARD PRIOR TOSPEAKING Any item raised by a member of the public which is not agendized and may require Council action shall be automatically referred to staff for investigation and disposition which may include placing on a future agenda. If the item is deemed to. be an emergency or the need to take action arose after posting of the agenda within the meaning of Government Code Section 54954.2(b), Council is entitled to discuss the matter to determine if it is an emergency item under said Government Code and may take action thereon. JH-h:072506AGENDA-RPCity Council-CDC-RPFA COURTESY AGENDA 07/25/06 cc �J Nauff;-City Clerk"'(2)� K. Leonard, Shorthand Reporter Lindsey Pedroncelli Creekside Middle School Student c/o Rick & Laura Pedroncelli NOTE - Place marker- on agenda for each individual recipient. Jette Selberg, CSO Dept. of Public Safety - VIA E-MAIL TO: cpoi-ter@reliaiitgroup.com reliantgroup.com Curt Chiarelli 703 Corte Blanco Rohnert Park, CA 94928 UAgenda - Courtesy\Courtesy Agendas - 2006\Courtesy Agenda List - 072506.doc 7/21/2006 Page 1 of 1 Mendenhall, Carol From: Bendorff, Ron Sent: Thursday, July 20, 2006 1:51 PM To: Hauff, Judy; Mendenhall, Carol; Lidster, Beth Subject: Copeland Creek Apartments Item on 7/25 Council Agenda Hey All Y'all, Could you -please send an agenda/staff report to Chris Porter at: cporter@reliantgroup.com? Thanks! Ron 7/21/2006 Shipment Details Page l of l << Loi out Novae Your Shipment Details: Ship to: From: Tracking no: Ship date: Service Type: Please Note Track,`Hktory Sarah Strickland for M. Kenyon McDonough, Holland & Allen 1901 Harrison Street, 9th Floor Oakland, CA 946123501 US 510-273-8787 Carol Mendenhall CITY OF ROHNERT PARK 6750 COMMERCE BLVD ROHNERT PARK, CA 94928 US 7075882227 791057808657 Jul 20 2006 Priority Overnight Package Type: Pickup/Drop Off: Weight: Dimensions: Declared Value: Shipper Account Number: Bill transportation to: Courtesy Rate Quote Discounted variable % Special Services: Purpose: Shipment Type: FedEx Pak give to scheduled courier at my locati 1 LBS OxOx0in 0 USD 147969228 147969228 '17.75 0.00 Express .*The courtesy rate shown here may be different than the actual charges for your shipment. Differences may occur based on actual weig dimensions, and other factors. Consult the applicable FedEx Service Guide or the FedEx Rate Sheets for details on how shipping char calculated. FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non-delivery, misdf misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim. Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental, consequential, or special is I greater of $100 or the authorized declared value. Recovery cannot exceed actual documented loss. Maximum for items of extraordinary \ e.g., jewelry, precious metals, negotiable instruments and other items listed in our Service Guide. Written claims must be filed within stric. Consult the applicable FedEx Service Guide for details. https://www.fedex.comlfsmHistorylHistoryMainAction.do?method=doHistoryEntry&meth... 7/20/2006 Shipment Details Fedb.ta�=F r E a Tit §tom Ship: �Adc!►e�s�Bcxi�k�Rrefer�nc�+s �h�p�_�F�ports �fktyPro�etm << Loq out Home Your Shipment Details: Ship to: Gabrielle P. Whelan Package Type: McDonough, Holland & Pickup/Drop Off: Allen PC Weight: 1901 Harrison Street, 9th Dimensions Floor: Oakland, CA 946123501 Declared Value: US Shipper Account Number: 510-273-8787 Bill transportation to: From: Carol Mendenhall Courtesy Rate Quote CITY OF ROHNERT PARK Discounted variable % 6750 COMMERCE BLVD Special Services: ROHNERT PARK, CA Purpose: 94928 US Shipment Type: 7075882227 Tracking no: 790006064213 Ship date: Jul 20 2006 Service Type: Priority Overnight Page 1 of l FedEx Pak give to scheduled courier at my locati 1 LBS OxOxOin 0 USD 147969228 147969228 '17.75 0.00 Express tttti Please Note 'The courtesy rate shown here may be different than the actual charges for your shipment. Differences may occur based on actual weig dimensions, and other factors. Consult the applicable FedEx Service Guide or the FedEx Rate Sheets for details on how shipping char calculated. FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage, delay, non-delivery, misd( misinformation, unless you declare a higher value, pay an additional charge, document your actual loss and file a timely claim. Limitations found in the current FedEx Service Guide apply. Your right to recover from FedEx for any loss, including intrinsic value of the of sales, income interest, profit, attorney's fees, costs, and other forms of damage whether direct, incidental, consequential, or special is I greater of $100 or the authorized declared value. Recovery cannot exceed actual documented loss. Maximum for items of extraordinary \ e.g., jewelry, precious metals, negotiable instruments and other items listed in our Service Guide. Written claims must be filed within stric Consult the applicable FedEx Service Guide for details. https://www.fedex.comlfsmHistorylHistoryMainAction.do?method=doHistoryEntry&meth... , 7/20/2006 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK PROCLAEMING TUESDAY, AUGUST 1, 2006 NATIONAL NIGHT OUT WHEREAS, the National Association of Town Watch (NATW) and Target are sponsoring a unique, nation-wide crime, and violence prevention program on August 1, 2006 entitled "National Night Out"; and °+ o�� , V& WHEREAS, the 23rd annual "National Night Out" provides a unique opportunity for the City of Rohnert Park to join forces with thousands of other communities in promoting cooperative, police/community crime prevention efforts; and WHEREAS, it is essential that all citizens of Rohnert Park be aware of the importance of crime prevention programs and the impact their participation can have on reducing crime, drugs, and violence within this community; and WHEREAS, police/community partnerships, neighborhood safety, awareness, and cooperation are important themes of the "National Night Out" program. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Rohnert Park does proclaim Tuesday, August 1 2006 National Night Out and calls upon all citizens of Rohnert Park to -support this event. �v CITY OF ROHNERT PARK Mayor Tim Smith o. F•eb �D '' f9 n• DULYAND REGULARL-YADOPTED this l Vh day of July, 2006. ATTEST: City Clerk Judy Hauff 2 bj 0 m$�m �� ��R.:.°....�� mops °� rco �oo�.t'� Qi$�ypv, O r O 0' r Oe►� s :. 4 Q o- bo��•??', �j rte° g c,SaC. c� s. �fir� 0.0 0 0 JUL 0 3 2006 ROHNER'T' PARK CTT'Y COUNCIL. SCHEDULED SPEAKER CITY OF FPHNERT PARK Today's Date: July 3 ; 2006 Date of meeting for which you prefer to be scheduled to speak: July 11, 2006 Name: Curt Chiarelli Address: . 703 Corte Blanco, Rohnert Park, CA 9492 Phone: 707-584-0776 TOPIC: Initiative on the November 7, 2006 ballot Brief Summary of Comments: Requesting the City Council to consider an initiative on the November 7, 2006 ballot to initiate impeachment proceedings against U.S. President George W. Bush. In order for scheduled speakers to be listed on the agenda, written requests must be submitted to the City Manager's Office prior to finalization of meeting agendas, i.e. by noon on the Tuesdays preceding City Council meetings regularly scheduled on the 2nd and 4th Tuesdays of each month. Return to: City of Rohnert Park City Hall Administrative Offices 6750 Commerce Blvd. Rohnert Park, CA 94928 Phone: (707) 588-2227Fax:(707) 588-2263 Ib CITY_ COUNCIL SPEAKER CARD Date: J �� �� Name: t- �u Addr..ess: Phone: `COPIC: Brief Summary of Comments: .See Reverse —> CITY COUNCIL SPEAKER CARD Date:J L&2 Adre� V 'hone:ss: O' 'OPIC: crvoda rid Cr 2� trief Summary of Comments: Q7 j i _ art MQ't cul f See Reverse —> U CITY COUNCIL SPEAKER CARD Dater d� Name: N(5- �- Address: ,d ��-�"`d•5" f Phone: `1 7• TOPIC:-�.,,/� C Brief Summary of Comments: See Reverse > CITY COUNCIL SPEAKER CARD O Date: Name: JIVA��G2 Address: Phone: 76 7— 61�� o7-744 7 TOPic:�l Brief Summary of Comments: /V See Reverse Name: Addre. Phone TOPh CITY COUNCIL SPEAKER CAM) Date: See Reverse -+ CITY COUNCIL SPEAKER CARD JN Date: Name: \ ► C Cess I n a Address: Phone: TOPIC: Brief Summary of Comments: See Reverse --> CITY COUNCIL SP A R C ' Date: Name: ! w,pu��' Address: S4)ien tsd t xt1404 L�.� Phone: %O % TOPIC: L Cove I Add Cn2scV 0 Qfs Brief Summary of Comments: See Reverse —* j CITY COUNCIL SPEAKER CARD Date: -7 Name: Address: to ( JlAA Phone:_ TOPIC: Brief Summary of Comments: See Reverse —> CITY COUNCIL SPEAKER CARD Date: ime (dress: tone:'S�"�rJ )PIC:✓/ G / / (' 1_ -ief Summary of Comments:% See Reverse -> CITY COUNCIL SPEAKER CARD Date: 44 me:uK�-►►-lv dress: }al [)He: )PIC: ief Summary of Comments: L vi See Reverse -> la ITY COUNCIL SPEAKER CARD D t Name: Address: , o 0 W® . o e—"i 7-t-k'2rro- Phone: TOPIC:OF t Brief Summary of Comments: z�P/XQ i;pll .ov4- ew See Reverse --> CITY COUNCIL SPEAKER CARD✓� J� Da 2 r Name. �P ✓V\q Address: i Phone: �fj� �O :�0 TOPIC: Brief Summary of Comments: n 0 /1(7 C77(- L� See Reverse -> CITY COUNCIL SPEAKER CARD 13 Da : r2�^QS Vame: r S kddress: /1?e! ^ C rOPIC: Cee - Brief Summary of Comments: See Reverse -> CITY COUNCIL SPEAKER CARD 15 Date: Name: Address: Phone: TOPIC: Brief Summary of Comments: See Reverse —> CITY COUNCIL SPEAKER CARD Date: % it Name: SIV, O Address:. 0 Phone: TOPIC: Brief Summary of Comments: 0 C> See Reverse —> CITY COUNCIL SPEAKER CARD Date: Name; Address: Phone: rq' yid i TOPIC: Brief Summary of Comments: 160 C e✓� See Reverse CITY COUNCIL SPEAKER CARD - 1? Date: 'Z- d - Name: Address: Phone: TOPIC: Cwt a CC"VS b5by,ce�- Brief Summary of Comments: a CITY COUNCIL SPEAKER CARD Date: Name: o s 7- /,- Address: 4g /.�l6 hL,c�rT jYJ C�7Ci-s Phone: TOPIC: / te'm C, . /. Brief Summary of Comments: s� C G ic /o c o..t/ , �`Ub s� e- ,-- G D 4- S 4t -L See Reverse alr�jz, a DOAV HE,)V\ D ICKSON valanntion@yal7oo.com Tel -707-228-0159 ** Fax - 702-947-5801 i ' Hello Mr. Hendrickson, As per our conversation on Saturday, 5-27-06 at 2: 44 PM: With a Proof of cash Funds of NOT LESS than $10 M from the Investor's Bank, the funds DO NOT need to be moved, the funds remai in the Investors Bank account, and the Investor or the trustee of the funds remain as the SOLE SIGNATORY on the account. Investment instruments may also be used, however only 85% of the cash value of the instrument will be considered in the Investment. In order to obtain the $10yM level with instruments, the instruments must have a cash value of NOT LESS than $1198 M. The funds or instruments ARE NOT blocked, hypothecated or encumbered, and there is no MT 760 requirement between Investor's Bank and the BJO Sharing Foundation, of which Mr. Barnardo L. LaCour is the Trader. Simply put, this is a NO RISK Investment for the Investor. However, the funds must remain in the account on which the proof of funds was provided, if the funds are moved from that account the Trading profits/returns to the Investor will stop. The proof of funds must be on Investor's Bank's letterhead and must be signed by two bank officers and MUST NOT be more than 3 days old at the time of submission to the compliance committee. -After you've faxed to me with all of the completed documents that I've previously provided to you along with the Proof of Funds letter from Investor's Bank, the package will then be submitted to compliance for approval. Compliance consists of 21 different US government agencies, approval usually takes about 5 days. After the Client/Investor has passed compliance, the Trade group will send a text message to Investor's Bank for final confirmation. The Trading (Buy/Sell) starts usually with in 7 days after approval by compliance, the returns/profits have been 22% per week net to the Investor/Client which are paid daily. The trading takes place Monday through Thursday, Friday is settlement day. Should you, or your client have any questions regarding the above, please feel free to contact me at your convenience. Thank you. Best Regards, Patrick M. Chapman (510) 276-9311 EXAMPLE OF DEBENTURE DISTRIBUTION (This Example is for the purpose of making the reader familiar with the idea of such an Operation only. There is NO implication that any Municipality engages is such any Operation —The actual operations related herein relate to Newly Issued Bank Debentures and U.S. Treasury Debentures) Consider: The Marin County Municipal Administration wishes to issue and sell one or more $100,000,000.00 Bonds. Hearing of the intent, an Investor wishes to invest in the total amount, which amount they have in cash in their bank. The problem is that a Municipality is not allowed to issue and sell a Bond directly to the a member of the Public. The State law requires that a Bond be sold through an "Underwriter'. The County contracts with a well known 'Underwriter', who, when the time comes, does NOT have the $100,000,000.00 cash on hand. The 'Underwriter' is NOT allowed to use the Funds held by the Investor ready to buy the Bonds, as their Proof Of Funds (POF) for the transactions. This would be called 'Arbitrage'. A Solution is that the Sonoma County Administration DOES have $100,000,000.00 available, in cash, in their bank. The 'Underwriter' contracts with Sonoma County to provide the POF required by the legal procedure, in return for a Fee -paid to Sonoma County for the service provided. Sonoma County provides the POF to the 'Underwriter', who uses it to legally provide a POF to Marin County. The transaction takes place; the `Underwriter' collects a 3% commission from Marin County, which they share with Sonoma County. In the ordinary Operations, there are an average of 4 transactions each business day. This gives a net profit to the `Underwriter' of 44 % per week. If this profit is shared equally with the Participant such as Sonoma County, Sonoma County would receive a payment of 22 % per week, for the Service Provided. A variation could be that, if the Sonoma County Funds are NOT in cash, but in Securities such as CD(s) or Treasury Note(s), they could be used for the POF, however, the requirement for the amount 'proven' would be $125,000,000.00. NOTE: It must be remembered that, at NO time does the agreement with Sonoma County require that Sonoma County take ANY action, or suffer ANY risk, should the Investor set up to buy the Bond fail to complete the transaction, or ANY other mis- fortune prevent the completion of the transaction. y � ❑ If this is such a good Operation, why have we not heard about it ? ❑ The internal trading of bank debentures is a privileged and highly lucrative profit source for participating banks, and as a result, these opportunities are not made known to the public (bank customers). It would be difficult, at best, to entice clients to purchase Certificates of Deposit, yielding 2.5% to 6%, if they were aware that other, equally secure investment accounts yielded more than ten times higher rates of return. The banks and traders always employ the strictest non -disclosure and non - circumvention clauses in trading contacts to ensure the confidentiality of the -transactions. The contracts usually contain explicit language forbidding the contracted parties to disclose any aspect of the transaction for a period of five years. There are no smoke and mirrors involved; all of the trading programs are conducted under the specific guidelines set up by the International Chamber of Commerce (I.C.C.)., generally known as I.C.C. 500 & 600. The I.C.C. is the regulatory body for the World's Great Money Center Banks and is based in Paris, France. It has existed for more than 100 years, and exerts strict control on world banking procedures. The U.S. Federal Reserve is a very important member, but unlike most other central banks, operates independently of the I.C.C., and as a result, the vast majority of U.S. citizens have not been made aware of the money making opportunities already available for forty-five years to qualified European Investors through I.C.C. affiliated banks. A few major U.S. banks do participate from within their banking operations based in Switzerland and the Cayman Islands, but they do not normally make their programs available to Americans living in the USA, and the chances are very great that your local bank manager has absolutely no knowledge of them, and may even deny their existence. ❑ What is key to safety and profits ? ❑ The key to successful trading in Bank Instruments lies in having the contacts, initial cash resources, and wherewithal to purchase them at the maximum discount while also having the necessary resources and contacts to sell the Instruments in the higher priced secondary markets. The real secret of successful participation lies not in knowing the how, why and wherefore of these transactions, but far more importantly, in knowing and developing a strong working relationship with the "Insiders": the Principals, Providers, Bankers, Lawyers, Brokers, and other specialized professionals who can combine their skills and connections to turn these resources into lawful, secure, and responsible programs with the maximum potential for safe gain. Before a trader commits to any transaction, they must always ensure that they have a guaranteed Exit Sale, (another party willing to purchase the bank debentures at an agreed to higher price). If no Exit Sale is available before the transaction commences,- then no trade will take place, as the trader must always protect- his positions; this is, of course, vital for the malntairnffid ref -the profitability of .the program. i (TYPE, IN f14 POINT ARIAL OR EQUiIVALENT, ON OFFICIAL BANK LETTERH D) BANK PROOF OF FUNDS LETTER DATE: (DATE MUST BE WITHIN 3 DAYS) TO: (ADDRESSED TO ACCOUNT HOLDER) RE: ACCOUNT NO.: (ENTER EXACT ACCOUNT NUMBER) ACCOUNT HOLDER: (ENTER EXACT NAME OF ACCOUNT) DEAR (ENTER EXACT NAME OF ACCOUNT HOLDER): WE, (ENTER EXACT NAME OF BANK), PURSUANT TO YOUR REQUEST, -HEREBY CONFIRM TO YOU, WITH FULL BANK RESPONSIBILITY, THAT YOU HAVE ON DEPOSIT THE SUM OF (ENTER DOLLAR AMOUNT) MILLION UNITED STATES DOLLARS (US$XXX,000,000.) IN THE FORM OF CASH DEPOSITED AT (ENTER EXACT NAME OF BANK) AS OF TODAY'S DATE. FURTHER, WE CONFIRM THAT THESE FUNDS ARE AVAILABLE TO YOU.ON FIRST CALL, THAT THE FUNDS ARE FREELY TRANSFERABLE AT YOUR DIRECTIONS, AND THAT YOUR ACCOUNT IN IS GOOD STANDING WITH THIS BANK. WE, (ENTER EXACT NAME OF BANK), ALSO CONFIRM THESE FUNDS TO BE GOOD, CLEAN, AND CLEARED FUNDS OF NON -CRIMINAL AND NON - TERRORIST ORIGIN, AND ARE FREE FROM ANY AND ALL LIENS AND ENCUMBRANCES. THIS BANK IS PREPARED TO ACT UPON THESE FUNDS AS DIRECTED BY YOU AND UPON WRITTEN INSTRUCTIONS FROM YOU, INCLUDING, WHEN REQUESTED, CONFIRMING THESE FUNDS VIA A MT 799 SWIFT TEXT MESSAGE ON" A BANK -TO -BANK BASIS AND/OR MOVING THESE FUNDS AT YOUR DIRECTION. SINCERELY, (SIGNATURE) BY: TYPE NAME OF OFFICER TITLE: TYPE TITLE OF OFFICER PHONE: TYPE PHONE NUMBER FAX: TYPE FAX NUMBER BANK STAMP OR SEAL (SIGNATURE) BY: TYPE NAME OF OFFICER TITLE: TYPE. TITLE OF OFFICER PHONE: TYPE PHONE NUMBER FAX: TYPE. FAX NUMBER LETTER OF AUTHORITY DATE : JULY , 2006 TO :PROVIDER OF PRIVATE, MANAGED BUY/SELL TRANSACTION RE :VALIDATION OF BANK INSTRUMENTS DEAR SIR: I (WE), THE UNDERSIGNED, WITH FULL CORPORATE, LEGAL AND FINANCIAL RESPONSIBILITIES, DO HEREBY GRANT UNTO YOU THE FULL AUTHORITY TO VALIDATE THE BANK INSTRUMENTS OWNED BY US IN THE AMOUNT OF (ENTER DOLLAR AMOUNT MILLION UNITED STATES DOLLARS (US$XXX,000,000), ISSUED BY (ENTER_ FULL NAME AND LOCATION OF ISSUING BANK) ADDITIONALLY, WE HEREBY GRANT UNTO YOU THE AUTHORITY TO CONTACT THE FOLLOWING ISSUING BANK AND ACCOUNT OFFICER FOR THE PURPOSE OF PERFORMING SUCH VALIDATION. NAME OF ISSUING BANK :(ENTER FULL NAME AND ADDRESS OF BANK THAT ISSUED THE INSTRUMENT) NAME OF ACCOUNT OFFICER :(ENTER FULL NAME AND TITLE OF ACCOUNT OFFICER RESPONSIBLE FOR ACCOUN7) TELEPHONE NUMBER :(ENTER FULL TELEPHONE NUMBER) FAX NUMBER : (ENTER FULL FAX NUMBER) NAME OF REPOSITORY BANK :(ENTER FULL NAME AND ADDRESS OF BANK THAT ISSUED THE INSTRUMENT) NAME OF ACCOUNT OFFICER :(ENTER FULL NAME AND TITLE OF ACCOUNT OFFICER RESPONSIBLE FOR ACCOUNT) TELEPHONE NUMBER: (ENTER FULL TELEPHONE NUMBER) FAX NUM B ER : (ENTER FULL FAX NUMBER) CUSIP NUMBERS :(ENTER NUMBERS IF APPLICABLE) ISIN NUMBERS :(ENTER NUMBERS IF APPLICABLE) FURTHER, WE HAVE ATTACHED A CERTIFIED COPY OF THE FRONT AND BACK OF BANK INSTRUMENTS AND THE BANK SAFEKEEPING RECEIPT. FACSIMILE DOCUMENTS, WHEN PROPERLY ENDORSED, ARE HEREBY DECLARED TO BE TREATED AS ORIGINALS, AND ORIGINALS MAY BE OBTAINED UPON REQUEST. SINCERELY, (ENTER FULL NAME OF OWNER/INVESTOR OF RECORD) BY: (TYPE NAME OF SIGNATORY) (TYPE TITLE OF SIGNATORY) (TYPE PASSPORT NUMBER AND COUNTRY OF ORIGIN) (TYPE, IN 14 POINT ARIAL TYPE OR EQUIVALENT, IN UPPER CASE LETTERS ON THE LETTERHEAD, OF THE CORPORATION, MUST INCLUDE THE NAME, ADDRESS, TELEPHONE AND FAX NUMBERS AND EMAIL ADDRESS) 7YL' LSyt:3Si.1lj:�; CLIENT LETTERHEAD MUNICIPAL RESOLUTION A special meeting of the City Council , of was called in accordance with the articles of incorporation , with the said meeting held at the business address of the Municipality, to wit: on this day April 2006., am/pm time. Present was a quorum of the City Council. Municipal Director, called the meeting to order and acted as Municipal Secretary. The Director immediately entertained discussion concerning the Municipal interest to achieve a position of generating humanitarian project funding. ON MOTION duly made, and seconded it was: RESOLVED that the Municipality will sign and issue to as the sole Signatory of all documents on our behalf for the Buy/Sell Program. END OF RESOLUTION There being no further business before the- Council, on motion, the meeting was adjourned. We, the undersigned do hereby certify that the foregoing is a true and correct transcript of the Resolutions adopted , by the Directors at the above- referenced meeting of the Council, and that the same remain in full force and effect and have not been modified or revoked. NAME Passport Director notary CONFIDENTIAL CLIENT EVALUATION SHEET (CCES) Transaction: Buy -Sell and/or Instrument(s) Request Date . ... ... ... ... ... ... .....7 2006 RE. Private Placement In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, concerning the prevention of money laundering and Article 305 of the Swiss Criminal Code, the following information must, be supplied to banks and/or other financial institutions for purposes of verification of identity and activities of the investing member, and nature and origin of the funds, which are to be utilised. All parties are obligated to respect professional secrecy and take all appropriate precautions to protect the confidentiality of the information it holds in respect of their activities. This legal obligation of confidentiality shall remain in effect at all times. (PARTICIPANT'S) NAME : 1. Business Address Registration Number 2. Business Tel. No. Business Fax No. eMail-Address SIGNATORY'S NAME 3. Home Address Home Telephone No. Home Fax No. Personal Cellular No. 4. Social Security No 5. Driver's License Date of Issuance 6. Date and Place of Birth 7. Nationality 8. Passport Number Date of Issue Date of Expiry Country of Issuance BANKING INFORMATION (Participant) 9. Name of Bank Bank Address Bank Officer 1 Bank Officer 2 Bank Telephone Bank Fax Number S.W.I.F.T. Code Bank Account Name Bank Account Number Bank Account Signatory 10. Amount of Funds for Program 11. Are Funds Freely Transferable? 12. Are Funds Free of All Liens? 13. Origin of Funds? (USD) .................. Million Yes Yes : Unencumbered legal origin q t This Information prepared this ...... day of ................ 2006. I/We hereby swear under penalty of perjury, that all of the information set forth on these pages is true and correct. For and on behalf of: Signatory Name: Title: Attachments: (1) Signatory Colour Passport Copy (email) (2) Proof of Funds (bank account print out or bank letter) DATE: JUNE , 2006 * C5-) TO: PROVIDER OF PRIVATE, MANAGED BUY/SELL TRANSACTION RE: PRIVATE, MANAGED BUY/SELL TRANSACTION DEAR SIR: WE, THE UNDERSIGNED, HEREBY CONFIRM, OUR FULL COMMITMENT AND AGREEMENT TO PARTICIPATE IN AN PRIVATE, MANAGED BUY/SELL TRANSACTION, SUBJECT TO OUR ACCEPTANCE OF THE TERMS, CONDITIONS AND PROCEDURES THAT SHALL BE OUTLINED IN THE COOPERATION AND PROFIT SHARING AGREEMENT. FURTHERMORE, WE HEREBY WARRANT AND REPRESENT THAT WE HAVE AVAILABLE FOR PLACEMENT INTO THE PROPOSED PARTICIPATION, THE SUM OF ONE HUNDRED AND TWENTY FIVE MILLION UNITED STATES DOLLARS (US$125,000,000) OF CLEAN, CLEAR INSTRUMENT FUNDS, FREE OF ALL LIENS AND ENCUMBRANCES AND OF NON -CRIMINAL ORIGIN, IN THE FORM OF INSTRUMENT FUNDS IN U. S. DOLLARS, AND HEREWITH ATTACH DOCUMENTARY EVIDENCE OF SAME. WE FURTHER CONFIRM THAT WE ARE THE BENEFICIAL OWNER OF THESE INSTRUMENTS; THAT WE HAVE FULL SIGNATORY AUTHORITY AND CONTROL THEREOF; AND THAT SUCH INSTRUMENTS ARE AVAILABLE FOR IMMEDIATE PLACEMENT AT OUR SOLE DISCRETION. WE CONFIRM THAT THIS IS NOT-AWOFFER TO BUY OR SELL SECURITIES NOR HAS THERE BEEN SUCH AN OFFER AND THAT WE HAVE NOT BE SOLICITED BY YOU OR ANYONE REPRESENTING YOU AND THAT WE SEEK THIS INFORMATION OF OUR OWN FREE WILL AND FOR OUR OWN BENEFIT. WE ALSO CONFIRM THAT FACSIMILE COPIES WITH SIGNATURES OF THE PARTIES HERETO OR THEIR PRINCIPAL AGENTS OR ASSIGNS, OR ANY OTHER PARTIES RELATIVE TO ANY MATTER IN CONNECTION HEREWITH, SHALL BE LEGALLY BINDING AND ENFORCEABLE FOR AND/OR AGAINST ANY SUCH PARTY OR PARTIES. ADDITIONALLY, WE AGREE NOT TO DISCLOSE OR OTHERWISE CIRCUMVENT ANY CONFIDENTIAL INFORMATION WHICH MAY BE PROVIDE TO US DURING THE COURSE OF OUR DISCUSSIONS FOR A PERIOD OF FIVE (5) YEARS FROM THE DISCLOSURE OF SUCH INFORMATION TO US. ATTACHED, PLEASE FIND OUR PROOF OF INSTRUMENTS LETTER, VALIDATING THAT WE HAVE THE INSTRUMENTS ON DEPOSIT AND THAT WE ARE READY TO PROCEED WITH THIS TRANSACTION. SINCERELY, (ENTER FULL NAME OF PARTICIPANT) BY: (TYPE NAME OF SIGNATORY) (TYPE TITLE OF SIGNATORY) (TYPE PASSPORT NUMBER AND COUNTRY OF ISSUANCE) p JOINT VENTURE AGREEMENT FOR BUY/SELL PROGRAM This agreement is entered into by: (CLIENTS NAME), the client and Bernardo Lacour, President, BJO Sharing Foundation represented by Ms. Ragini Devi as beneficiary and signatory for BJO Sharing Foundation, and/or their assigns, and Paul E. Emerson, BSD, JD on behalf of the agents and/brokers or intermediaries. RECITALS Whereas, client, and BJO Sharing Foundation, or their assigns, respectively wish to enter into a Joint Venture Agreement to combine their assets to create profits through trading programs, buy/sell programs and any and all business transactions of any kind to create profits for the benefit of all parties of this agreement. The. transactions are as follows: 1. The BJO Sharing Foundation, will contract to Joint Venture w' h the Client for the purpose of direct placement of the `Client's name' $10/USD into a Private Placement Enhancement Program. The BJO Sharing Foundation, shall provide or cause to be provided, Private Placement Enhancement Program's best effort to deliver Realistic Profits returns based on the Market conditions for achieving the highest LTV on the $10� M/USD initially invested as per program guidelines. This is a fifty/fifty (50- 50) split joint venture with .client on a no loss, no risk bases. The BJO Sharing Foundation is the Trading entity entry to the program. BJO SHARING Foundation agrees to pay out 20% of the gross returns of this joint venture to the other agents and/brokers or intermediaries involved in this transaction to Attorney Escrow Agent Provided below: Paul E. Emerson, BSC, JD 5 COUNTRY OAKS DRIVE, SUITE L LITTLE ROCK., ARKANSAS 72223 TEL. 501.821.5956 FAX.501.821.4755 PASSPORT: U.S. ISSUED Whereas, BJO Sharing. Foundation and client will use their best efforts and skills to have a long-term beneficial relationship. Article 1. Intent: The intent of this agreement is to form a private and Continuing relationship between all parties to this Joint Venture Agreement. Article 2. BJO Sharing Foundation and/or their assigns have agreed that each party to, this agreement will split the net . profits FIFTY/FIFTY Both Escrow agents will have a Copy of this joint venture agreement and shall follow the Instructions written herein. Article 3. Non-Disclosure/Non-Circumvention shall remain in effect at all Times. Article 4. This contract supercedes all prior written and oral communications and this contract provides the complete understanding between the parties, any addition to this contract must be made in writing or original hard copy and must be agreed by all parties. Article 5. Should any part or clauses of this contract be or become Invalid or --unlawful, the remaining parts or clauses shall remain in effect. Article S.A A more detailed document will be prepared to be in compliance with any and all State, Federal, and International Statutes as it may apply to this agreement. Article 6. The English language shall be used for all correspondence pertaining to this contract and services provided by all involved partners. Article 7. BJO Sharing Foundation , or.their assigns assume no liability for the consequences arising out of the interruption of business due -to and by acts of God, riots, civil insurrections, wars, conflicts, strikes, lock outs, stock market instability, bank collapse, act of state or any other cause beyond their control which have an impact on the ability of BJO Sharing Foundation to fulfill obligations under this contract or any contracts entered into. Article 8. In the event of any conflict, the applicable law and jurisdiction shall apply where the transactions are taking place. Article 9. It is also agreed that this Joint Venture Agreement will also Encompasses many individual agreements that BJO Sharing Foundation will enter into or by any parties involved in the contracts. Article 10. The signatory or signatures confirm that by signing this contract or any contracts that they are authorized signatories and/or principals for the respective companies, which this contract is a balance, fair, and equitable agreement, that the parties have an equal Knowledge of the contemplated business and that all parties will agree to abide by the terms and conditions herein. It is also agreed that all business transactions are on a best efforts basis. Article 11. The term of this agreement is indefinite. Article 12. Any facsimile of agreement and correspondence relating to this Joint Venture shall be deemed as an original and binding. SWORN TO AND SUBSCRIBED The BJO Sharing Foundation BEFORE ME THIS DAY A Non- Profit Public Corp. OF 2006. 11024 Balboa Blvd. Suite 125 Granada Hills, California 91344 A California Corporation Notary Public Commission Expires BJO Sharing Foundation Q 1 President Bernardo LaCour Regini Devi SWORN TO AND SUBSCRIBED client name BEFORE ME THIS DAY address OF 2006. USA A Corporation Notary Public Commission Expires SWORN TO AND SUBSCRIBED Attorney Escrow Agent Paul E. Emerson,BSC,JD Representing all. other agents/ Brokers on transactions. BEFORE ME THIS DAY PAUL E. EMERSON BSC,JD SUPREME COURT NUMBER :75037 5 Country Oaks Drive SUITE L LITTLE ROCK, ARKANSAS 72223 OF 2006. A Corporation Notary Public Commission Expires r Hello Mr. Hendrickson, As per our conversation on Saturd 'y, 5-27-06 at 2: 44 PM: With a Proof of cash Funds of NOT LESS than $10)(M from the Investor's Bank, the funds DO NOT need to be moved, the funds remai(fii to the Investors Bank account, and the Investor or the trustee of the funds remain as the SOLE SIGNATORY on the account. Investmentinstrument"symay also be used, however only 85% of the cash value of the instrument will be considered in the Investment. In order to obtain the $190 M level with instruments, the instruments must have a cash value of NOT LESS than $118 M. Th-e.f6-iid"s�or hstruments ARE NOT blocked,.-hypothecated�or'encu;m�bered,.and there is no MT 760 requirement between Investor's Bank and the BJO Sharing Foundation, of which Mr. Barnardo L. LaCour is the Trader. Simply put, this is a NO -RISK_ .f Investment for the Investor. However, the funds must remain in the account on which the proof of funds was provided, if the funds are moved from that account the Trading profits/returns to the Investor will stop. The proof of funds must be on Investor's Bank's letterhead and must be signed by two bank officers and MUST NOT be more than 3 days old at the time of submission to the compliance committee. After you've faxed to me with all of the completed documents that I've previously provided to you along with the Proof of Funds letter from Investor's Bank, the package will then be submitted to compliance for approval. Compliance consists of 21 different US government agencies, approval usually takes about 5 days. After the Client/Investor has passed compliance, the Trade group will send a text message to Investor's Bank for final confirmation. The Trading (Buy/Sell) starts usually with in 7 days after approval by compliance, the returns/profits have been 22% per week net to the Investor/Client which are paid daily. The trading takes place Monday through Thursday, Friday is settlement day. Should you, or your client have any questions regarding the above, please feel free to contact me at your convenience. Thank you. Best Regards, Patrick M. Chapman (510) 276-9311 EXAMPLE OF DEBENTURE DISTRIBUTION (This Example is for the purpose of making the reader familiar with the idea of such an Operation only. There is NO implication that any Municipality engages is such any Operation —The actual operations related herein relate to Newly Issued Bank Debentures and U.S. Treasury Debentures) Consider: The Marin County Municipal Administration wishes to issue and sell one or more $100,000,000.00 Bonds. Hearing of the intent, an Investor wishes to invest in the total amount, which amount they have in cash in their bank. The problem is that a Municipality is not allowed to issue and sell a Bond directly to the a member of the Public. The State law requires that a Bond be sold through an "Underwriter'. The County contracts with a well known `Underwriter', who, when the time comes, does NOT have the $100,000,000.00 cash on hand. The 'Underwriter' is NOT allowed to use the Funds held by the Investor ready to buy the Bonds, as their Proof Of Funds (POF) for the transactions. This would be called 'Arbitrage'. A Solution is that the Sonoma County Administration DOES have $100,000,000.00 available, in cash, in their bank. The `Underwriter' contracts with Sonoma County to provide the POF required by the legal procedure, in return for a Fee paid to Sonoma County for the service provided. Sonoma County provides the POF to the `Underwriter', who uses it to legally provide a POF to Marin County. The transaction takes place; the 'Underwriter collects a 3% commission from Marin County, which they share with Sonoma County. In the ordinary Operations, there are an average of 4 transactions each business day. This gives a net profit to the `Underwriter of 44 % per week. If this profit is shared equally with the Participant such as Sonoma County, Sonoma County would receive a payment of 22 % per week, for the Service Provided. A variation could be that, if the Sonoma County Funds are NOT in cash, but in Securities such as CD(s) or Treasury Note(s), they could be used for the POF, however, the requirement for the amount `proven' would be $125,000,000.00. NOTE: It must be remembered that, at NO time does the agreement with Sonoma County require that Sonoma County take. ANY action, or suffer ANY risk, should the Investor set up to buy the Bond fail to complete the transaction, or ANY other mis- fortune prevent the completion of the transaction. ❑ If this is such a `good Operation, why have we not heard about it ? ❑ The internal trading of bank debentures is a privileged and _highly lucrative profit source for participating banks, and as a result, these opportunities are not made known to the public (bank customers). It would be difficult, at best, to entice clients to purchase Certificates of Deposit, yielding 2.5% to 6%, if they were aware that other, equally secure investment accounts yielded more than ten times higher rates of return. The banks and traders always employ the strictest non -disclosure and non - circumvention clauses in trading contacts to ensure the confidentiality of the transactions. The contracts usually contain explicit language forbidding the contracted parties to disclose any aspect of the transaction for a period of five years. There are no smoke and mirrors involved; all of the trading programs are conducted under the specific guidelines set up by the International Chamber. of Commerce (I.C.C.)., generally known as I.C.C. 500 & 600. The I.C.C. is the regulatory body for the World's Great Money Center Banks and is based in Paris, France. It has existed for more than 100 years, and exerts strict control on world banking procedures. The U.S. Federal Reserve is a very important member, but unlike most other central banks, operates independently of the I.C.C., and as a result, the vast majority of U.S. citizens have not been made aware of the money making opportunities already available for forty-five years to qualified European Investors through I.C.C. affiliated banks. A few major U.S. banks do participate from within their banking operations based in Switzerland and the Cayman Islands;, but they do not normally make their programs available to Americans living in the USA, and the chances are very great that your local bank manager has absolutely no knowledge of them, and may even deny their existence. ❑ What is key to safety and profits ? ❑ The key to successful trading in Bank Instruments lies in having the contacts, initial cash resources, and wherewithal to 'purchase them at the maximum discount while also having the necessary resources and contacts to sell the Instruments in the higher priced secondary markets. The real secret of successful participation lies not in knowing the how, why and wherefore of these transactions, but far more importantly, in knowing and developing a strong working relationship with the "Insiders": the Principals, Providers, Bankers, Lawyers, Brokers, and other specialized professionals who can combine their skills and connections to turn these resources into lawful, secure, and responsible programs with the maximum potential for safe gain. Before a trader commits to any transaction, they must always ensure that they have a guaranteed Exit Sale, (another party willing to purchase the bank debentures at an agreed to higher price). If no Exit. Sale is available before the transaction commences, then no trade will take place, as the trader must always protect -his positions; this is, of course, vital for the rnaihtairiirog of the profitability of the program. i (TYPE, IN 14 PO1 NT ARIAL OR EQUIVALENT, ON OFFICIAL BANK LETTERHEAD) BANK PROOF OF FUNDS LETTER DATE: (DATE MUST BE WITHIN 3 DAYS) TO: (ADDRESSED TO ACCOUNT HOLDER) RE: ACCOUNT NO.: (ENTER EXACT ACCOUNT NUMBER) ACCOUNT HOLDER: (ENTER EXACT NAME OF ACCOUNT) DEAR (ENTER EXACT NAME OF ACCOUNT HOLDER): WE, (ENTER EXACT NAME OF BANK), PURSUANT TO YOUR REQUEST, HEREBY CONFIRM TO YOU, WITH FULL BANK RESPONSIBILITY, THAT YOU HAVE ON DEPOSIT THE SUM OF (ENTER DOLLAR AMOUNT) MILLION UNITED STATES DOLLARS (US$XOC,000,000.) IN THE FORM OF CASH DEPOSITED AT (ENTER EXACT NAME OF BANK) AS OF TODAY'S DATE. FURTHER, WE CONFIRM THAT THESE FUNDS ARE AVAILABLE TO YOU ON FIRST CALL, THAT THE FUNDS ARE FREELY TRANSFERABLE AT ,YOUR DIRECTIONS, AND THAT YOUR ACCOUNT IN IS GOOD STANDING WITH THIS BANK. WE, (ENTER EXACT NAME OF BANK), ALSO CONFIRM THESE FUNDS TO BE GOOD, CLEAN, AND CLEARED FUNDS OF NON -CRIMINAL AND NON - TERRORIST ORIGIN, AND ARE FREE FROM ANY AND ALL LIENS AND ENCUMBRANCES. THIS BANK IS- PREPARED TO ACT UPON THESE FUNDS AS DIRECTED BY YOU AND UPON WRITTEN INSTRUCTIONS FROM YOU, INCLUDING, WHEN REQUESTED, CONFIRMING THESE FUNDS VIA A MT 799 SWIFT TEXT MESSAGE ON A BANK -TO -BANK BASIS AND/OR MOVING THESE FUNDS AT YOUR DIRECTION. SINCERELY, (SIGNATURE) (SIGNATURE) BY: TYPE NAME OF OFFICER BY: TYPE NAME OF OFFICER TITLE: TYPE TITLE OF OFFICER TITLE: TYPE TITLE OF OFFICER PHONE: TYPE PHONE NUMBER PHONE: TYPE PHONE NUMBER FAX: TYPE FAX NUMBER FAX: TYPE FAX NUMBER BANK STAMP OR SEAL LETTER OF AUTHORITY D DATE :JULY , 2006 TO :PROVIDER OF PRIVATE, MANAGED BUY/SELL TRANSACTION RE :VALIDATION OF BANK INSTRUMENTS DEAR SIR: I (WE), THE UNDERSIGNED, WITH FULL CORPORATE, LEGAL AND FINANCIAL RESPONSIBILITIES, DO HEREBY GRANT UNTO YOU THE FULL AUTHORITY TO VALIDATE THE BANK INSTRUMENTS OWNED BY US IN THE AMOUNT OF (ENTER DOLLAR AMOUNT MILLION UNITED STATES DOLLARS (US$XXX,000,000), ISSUED BY (ENTER FULL NAME AND LOCATION OF ISSUING BANK) ADDITIONALLY, WE HEREBY GRANT UNTO YOU THE AUTHORITY TO CONTACT THE FOLLOWING ISSUING BANK AND ACCOUNT OFFICER FOR THE PURPOSE OF PERFORMING SUCH VALIDATION. NAME OF ISSUING BANK :(ENTER FULL NAME AND ADDRESS OF BANK THAT ISSUED THE INSTRUMENT) NAME OF ACCOUNT OFFICER :(ENTER FULL NAME AND TITLE OF ACCOUNT OFFICER RESPONSIBLE FOR ACCOUNT) TELEPHONE NUMBER :(ENTER FULL TELEPHONE NUMBER) FAX N U M B E R: (ENTER FULL FAX NUMBER) NAME OF REPOSITORY BANK :(ENTER FULL NAME AND ADDRESS OF BANK -- THA T ANK - THAT ISSUED THE INSTRUMENT) NAME OF ACCOUNT OFFICER :(ENTER FULL NAME AND TITLE OF ACCOUNT OFFICER RESPONSIBLE FOR ACCOUN7) TELEPHONE NUMBER :(ENTER FULL TELEPHONE NUMBER) FAX NUMBER : (ENTER FULL FAX NUMBER) CUSIP NUMBERS :(ENTER NUMBERS /F APPLICABLE) ISIN NUMBERS :(ENTER NUMBERS IF APPLICABLE) FURTHER, WE HAVE ATTACHED A CERTIFIED COPY OF THE FRONT AND BACK OF BANK INSTRUMENTS AND THE BANK SAFEKEEPING RECEIPT. FACSIMILE DOCUMENTS, WHEN PROPERLY ENDORSED, ARE HEREBY DECLARED TO BE TREATED AS ORIGINALS, AND ORIGINALS MAY BE OBTAINED UPON REQUEST. SINCERELY, (ENTER FULL NAME OF OWNER/INVESTOR OF RECORD) BY: (TYPE NAME OF SIGNATORY) (TYPE TITLE OF SIGNATORY) (TYPE PASSPORT NUMBER AND COUNTRY OF ORIGIN) (TYPE, IN 14 POINT ARIAL TYPE OR EQUIVALENT, IN UPPER CASE LETTERS ON THE LETTERHEAD OF THE CORPORATION, MUST INCLUDE THE NAME, ADDRESS, TELEPHONE AND FAX NUMBERS AND EMAIL ADDRESS) xaiustaye:sr,:.�;.s: s CLIENT LETTERHEAD MUNICIPAL RESOLUTION A special meeting of the City Council , of was called in accordance with the articles of incorporation , with the said meeting held at the business address of the Municipality, to wit: on this day April 2006., am/pm time. Present was a quorum of the City Council. Municipal Director, called the meeting to order and acted as Municipal Secretary. The Director immediately entertained discussion concerning the Municipal interest to achieve a position of generating humanitarian project funding. ON MOTION duly made, and seconded it was: RESOLVED that the Municipality will sign and issue to as the sole Signatory of all documents on our behalf for the Buy/Sell Program. END OF RESOLUTION There being no further business before the Council, on motion, the meeting was adjourned. We, the undersigned do hereby certify that the foregoing is a true and correct transcript of the Resolutions adopted , by the Directors at the above- referenced meeting of the Council, and that the same remain in full force and effect and have not been modified or revoked. NAME Passport Director notary CONFIDENTIAL CLIENT EVALUATION SHEET (CCES) Transaction: Buy -Sell and/or Instrument(s) Request Date : ........................ 2006 RE: Private Placement In accordance with Articles 2 through 5 of the Due Diligence Convention and the Federal Banking Commission Circular of December 1998, concerning the prevention of money laundering and Article 305 of the Swiss Criminal Code, the following information must be supplied to banks and/or other financial institutions for purposes of verification of identity and activities of the investing member, and nature and origin of the funds, which are to be utilised. All parties are obligated to respect professional secrecy and take all appropriate precautions to protect the confidentiality of the information it holds in respect of their activities. This legal obligation of confidentiality shall remain in effect at all times. (PARTICIPANT'S) NAME : 1. Business Address Registration Number 2. Business Tel. No Business Fax No eMail-Address SIGNATORY'S NAME 3. Home Address Home Telephone No. Home Fax No. Personal Cellular No. 4. Social Security No. 5. Driver's License Date of Issuance 6. Date and Place of Birth 7. Nationality 8. Passport Number Date of Issue Date of Expiry Country of Issuance BANKING INFORMATION (Participant) 9. Name of Bank Bank Address Bank Officer 1 Bank Officer 2 Bank Telephone Bank Fax Number S.W.I.F.T. Code Bank Account Name Bank Account Number Bank Account Signatory 10. Amount of Funds for Program :'(USD) .................. Million 11. Are Funds Freely Transferable? : Yes 12. Are Funds Free of All Liens? 13. Origin of Funds? Yes Unencumbered legal origin q z This Information prepared this ...... day of ................ 2006. I/We hereby swear under penalty of perjury, that all of the information set forth on these pages is true and correct. For and on behalf of - Signatory Name: Title: Attachments: (1) Signatory Colour Passport Copy (email) (2) Proof of Funds (bank account print out or bank letter) DATE: JUNE , 2006 C5) TO: PROVIDER OF PRIVATE, MANAGED BUY/SELL TRANSACTION RE: PRIVATE, MANAGED BUY/SELL TRANSACTION DEAR SIR: WE, THE UNDERSIGNED, HEREBY CONFIRM, OUR FULL COMMITMENT AND GR AEEMENT TO PARTICIPATE IN AN PRIVATE, MANAGED BUY/SELL TRANSACTION, SUBJECT TO OUR ACCEPTANCE OF THE TERMS, CONDITIONS AND PROCEDURES THAT SHALL BE OUTLINED IN THE COOPERATION AND PROFIT SHARING AGREEMENT. FURTHERMORE, WE HEREBY WARRANT AND REPRESENT THAT WE HAVE AVAILABLE FOR PLACEMENT INTO THE PROPOSED PARTICIPATION, THE SUM OF ONE HUNDRED AND TWENTY FIVE MILLION UNITED STATES DOLLARS (US$125,000,000) OF CLEAN, CLEAR INSTRUMENT FUNDS, FREE OF ALL LIENS AND ENCUMBRANCES AND OF NON CRIMINAL ORIGIN, IN THE FORM OF INSTRUMENT FUNDS IN U. S. DOLLARS, AND HEREWITH ATTACH DOCUMENTARY EVIDENCE OF SAME. WE FURTHER CONFIRM THAT WE ARE THE BENEFICIAL OWNER OF THESE INSTRUMENTS; THAT WE HAVE FULL SIGNATORY AUTHORITY AND CONTROL THEREOF; AND THAT SUCH INSTRUMENTS ARE AVAILABLE FOR IMMEDIATE PLACEMENT AT OUR SOLE DISCRETION. WE CONFIRM THAT THIS IS NOT AN OFFER TO BUY OR SELL SECURITIES NOR HAS THERE BEEN SUCH AN OFFER AND THAT WE HAVE NOT BE SOLICITED BY YOU OR ANYONE REPRESENTING YOU AND THAT WE SEEK THIS INFORMATION OF OUR OWN FREE WILL AND FOR OUR OWN BENEFIT. WE ALSO CONFIRM THAT FACSIMILE COPIES WITH SIGNATURES OF THE PARTIES HERETO OR THEIR PRINCIPAL AGENTS OR ASSIGNS, OR ANY OTHER PARTIES RELATIVE TO ANY MATTER IN CONNECTION HEREWITH, SHALL BE .LEGALLY BINDING AND ENFORCEABLE FOR AND/OR AGAINST ANY SUCH PARTY OR PARTIES. ADDITIONALLY, WE AGREE NOT TO DISCLOSE OR OTHERWISE CIRCUMVENT ANY CONFIDENTIAL INFORMATION WHICH MAY BE PROVIDE TO US DURING THE COURSE OF OUR DISCUSSIONS FOR A PERIOD OF FIVE (5) YEARS FROM THE DISCLOSURE OF SUCH INFORMATION TO US. ATTACHED, PLEASE FIND OUR PROOF OF INSTRUMENTS LETTER, VALIDATING THAT WE HAVE THE INSTRUMENTS ON DEPOSIT AND THAT WE ARE READY TO PROCEED WITH THIS TRANSACTION. SINCERELY, (ENTER FULL NAME OF PARTICIPANT) BY: (TYPE NAME OF SIGNATOR)q (TYPE TITLE OF SIGNATOR19 (TYPE PASSPORT NUMBER AND COUNTRY OF ISSUANCE) p JOINT VENTURE AGREEMENT FOR BUY/SELL PROGRAM ---This -agreement-is-entered-into-by: (CLIENTS- the -client -and -- Bernardo Lacour, President, BJO Sharing Foundation represented by Ms. Ragini Devi as beneficiary and signatory for BJO Sharing Foundation, and/or their assigns, and Paul E. Emerson, BSD, JD on behalf of the agents and/brokers or intermediaries. RECITALS Whereas, client, and BJO Sharing Foundation, or their assigns, respectively wish to enter into a Joint Venture Agreement to combine their assets to create profits through trading programs, buy/sell programs and any and all business transactions of any kind to create profits for the benefit of all parties of this agreement. The transactions are as follows: 1. The BJO Sharing Foundation, will contract to Joint Ventureth the Client for the purpose of direct placement of the 'Client's name' $1/USD into a Private Placement Enhancement Program. The BJO Sharing Foundation, shall provide or cause to be provided, Private Placement Enhancement Program's best effort to deliver Realistic Profits returns based on the Market conditions for achieving the highest LTV on the $10 M/USD initially invested as per program guidelines._ This is a fifty/fifty (50-. 50) split joint venture with client on a no loss, no risk bases. The BJO Sharing Foundation is the Trading entity entry to the program. BJO SHARING Foundation agrees to pay out 20% of the gross returns of this joint venture to the other agents and/brokers or intermediaries involved in this transaction to Attorney Escrow Agent Provided below - Paul E. Emerson, BSC, JD 5 COUNTRY OAKS DRIVE, SUITE L LITTLE ROCK, ARKANSAS 72223 TEL. 501.821.5956 FAX.501.821.4755 PASSPORT: U.S. ISSUED Whereas, BJO Sharing Foundation and client will use their best efforts and skills to have a long-term beneficial relationship. Article 1. Intent: The intent of this agreement is to form a private and Continuing relationship between all parties to this Joint Venture Agreement. Article 2. BJO Sharing Foundation and/or their assigns have agreed that each party to this agreement will split Ahe net profits FIFTY/FIFTY Both Escrow agents will have a Copy of this joint venture agreement and shall follow the Instructions written herein. Article 3. Non-Disclosure/Non-Circumvention shall remain in effect at all Times. Article 4. This contract supercedes all prior written and oral communications and this contract provides the complete understanding between the parties, any addition to this contract must be made in writing or original hard copy and must be agreed by all parties. Article 5. Should any part or clauses of this contract be or become Invalid or unlawful, the remaining parts or clauses shall remain in effect. Article 5.A A more detailed document will be prepared to be in compliance with any and all State, Federal, and International Statutes as it may apply to this agreement. Article 6. The English language shall be used for all correspondence pertaining to this contract and services provided by all involved partners. Article 7. BJO Sharing Foundation , or their assigns assume no liability for the consequences arising out of the interruption of business due to and by acts of God, riots, civil insurrections, wars, conflicts, strikes, lock outs, stock market instability, bank collapse, act of state or any other cause beyond their control which have an impact on the ability of BJO Sharing Foundation to fulfill obligations under this contract or any contracts entered into. Article 8. In the event of any conflict, the applicable law and jurisdiction shall apply where the transactions are taking place. Article 9. It is also agreed that this Joint Venture Agreement will also Encompasses many individual agreements that BJO Sharing Foundation will enter into or by any parties involved in the contracts. Article 10. The signatory or signatures confirm that by signing this contract or any contracts that they are authorized signatories and/or principals for the respective companies, which this contract is a balance, fair, and equitable agreement, that the parties have an equal Knowledge of the contemplated business and that all parties will agree to abide by the terms and conditions herein. It is also agreed that all business transactions are on a best efforts basis. Article 11. The term of this agreement is indefinite. Article 12. Any facsimile of agreement and correspondence relating to this Joint Venture shall be deemed as an original and binding. SWORN TO AND SUBSCRIBED The BJO Sharing Foundation BEFORE ME THIS DAY A Non- Profit Public .Corp. OF 2006. 11024 Balboa Blvd. Suite 125 Granada Hills, California 91344 A California Corporation Notary Public Commission Expires BJO Sharing Foundation President Bernardo, LaCour Regini Devi SWORN TO AND SUBSCRIBED client name BEFORE ME THIS DAY address OF 2006. USA A Corporation Notary Public Commission Expires SWORN TO AND. SUBSCRIBED Attorney Escrow Agent Paul E. Emerson,BSC,JD Representing all other agents/ Brokers on transactions. BEFORE ME THIS DAY PAUL E. EMERSON BSC,JD SUPREME COURT NUMBER :75037 5 Country Oaks Drive SUITE L LITTLE ROCK, ARKANSAS 72223 OF 2006. A Corporation Notary Public Commission Expires CITY OF ROHNERT PARK CONCURRENT MEETIN City Council Community Development Commission Rohnert Park Financing Authority July 11, 2006 Tuesday ILI 11►11119677_OLU IN. 7/11/06 Minutes redistributed with correction on page 10, #10.10 to change "staff visit to Grainger" to "Mayor's visit to Grainger on 7/11/06 accompanied by City Manager and Assistant City Manager". The Concurrent Meetings of the City of Rolumert Park for the City Council; the Community Development Commission and the Rohnert Park Financing Authority met this date in Regular Session for a meeting convnencing at 6:00 p.m. at the Rohnert Park City Hall, 6750 Commerce Boulevard, Rohnert Park, with Mayor Smith presiding. REGULAR SESSION: Call to Order' Mayor Smith called the Regular Session to order at 6:00 p.m. Roll Call: Breeze, Flores, Mackenzie, Vidak-Martinez, Smith Staff present for all or part of the Regular Session: City Manager Donley, City Attorney Kenyon,, Assistant City Manager Schwarz, Director of Community Development Bendorff; Housing and Redevelopment Project Manager Ellena, Director of Public Works/City Engineer Jenkins, Director of Public Safety, Public Safety Lieutenant Frazer, Public Safety Lieutenant Taylor and Videographer Beltz. CLOSED SESSION: Council adjourned to Closed Session to consider Public Employment and Litigation Matters. REGULAR SESSION: Council reconvened Regular Session at 6:35 p.m. and Gina Audiss, 4"' grade student, Hahn Elementary School, led the Pledge of Allegiance. Mayor Smith PRESENTED Gina with a pen and a.card. I. MAYOR'S REPORT ON CLOSED SESSION: Mayor Smith indicated that there was no reportable action from the Closed Session. 2. SCHEDULED APPEARANCES/PRESENTATIONS: Mayor's Presentation of Resolutions of Recognition as follows: Congratulating Brandon Morrow, Seattle Mariners Top Pick, with John and Sharon Marrow accepting the resolution on behalf of their son, Brandon: Mayor Smith READ AND PRESENTED said resolution_to Mr. and Mrs. Morrow, who shared brief comments. 2. Honoring and Thanking Laura Campbell for Her Part in the Xeriscape Landscaping at "Campbell .Island": Mayor Smith READ AND PRESENTED said resolution to Ms. Campbell, who shared brief comments. iol City of Rohnert Park CONCURRENT MEETINGS Minutes (10) July 11, 2006 for City Council/Community Development Commission/Rohnert Park Financing Authority 9. 2005-2006 SONOMA COUNTY GRAND JURY REPORT: Consideration of response on section, entitled "The Impact of Yesterday's Promises," on concerns regarding the high cost of employee health care and retirement benefits: City Manager Donley explained the Staff Report, and Council CONCURRED with his recommendation that the City prepare a joint response and bring it back for Council consideration. Council discus sion/direction: Councilmember Flores commented on the need for the City to take care of its financial obligations and the importance of economic development. Mayor Smith discussed the need for appropriate discussions with the bargaining units next year. 10. COUNCIL COMMITTEE AND/OR OTHER REPORTS: 1. Russian River Watershed Association (RRWA) Coordinated Permitting Meeting, 6/22/06: Councilmember Mackenzie indicated that he did not. attend this meeting. 2. Mayors' & Councilmembers' Bike Ride, 7/4/06: Councilmember Mackenzie indicated that he and Mayor Smith participated in this bike ride. 3. Community Band, Eagle Park, 7/4/06: Mayor Smith and Councilmember Mackenzie cormnended the performance of the Community Band. 4. Sonoma State University (SSU) Green Festival, 7/4/06: Mayor Smith noted his attendance at said festival. 5. Public Safety Ride-Alongs, 7/4/06: Mayor Smith and Councilmember Mackenzie noted their participation in Public -Safety Ride-Alongs on July 4, 2006. 6. City -School District Ad Hoc Committee, 7/6/06 mtg.: Councilmembers Breeze and Mackenzie noted their attendance at said meeting regarding Goldridge School. 7. Economic Development Subcommittee, 7/7/06 rntg.: Vice Mayor Vidak-Martinez gave an update on public art banners. 8. City Center Plaza Design Workshop, 7/8/06: Councilmember Breeze and Vice Mayor Vidak-Martinez reported on the design discussions. 9. Garbage Subcommittee, 7/10/06: Councilmember Breeze and Mayor Smith reported on matters related to garbage rates, the use of bio -diesel fuel, and tipping fees. City Manager Donley shared additional comments on the garbage rate. increase. 10. Other informational reports, if any: a. Climate Protection Campaign, July 14, 2006, Community Center: Councilmember Mackenzie stated that registration for this event is still open. b. Mayor's visit to Grainger, Inc., 7/11/06, accompanied by City Manager and Assistant City Manager,: Mayor Smith reported on visit to Grainger, Inc. Page 1 of 1 Mendenhall, Carol From: Mendenhall, Carol Sent: Friday, July 21, 2006 12:02 PM To: Smith, Tim; Breeze, Amie; Flores, Armando Home Email account; Mackenzie, Jake - AOL; 'vvm92tam@comcast.net'; 'Michelle Kenyon'; 'Gabrielle Whelan';.Donley, Steve; Hauff, Judy; Lidster, Beth; City Clerk temp Subject: 071106 City Council Meeting Minutes Correction Attachments: 071106 Meeting Min utes-Redistributed.pdf Hello, The July 11, 2006 meeting minutes are being redistributed to reflect a correction as indicated in the attached document. The corrected set of minutes is being distributed via fax to City Council in addition to this e-mail message. A complete hardcopy set of the corrected minutes will also be provided to Council on meeting day of July 25, 2006. Thank you, CaroCA Nendenhad Office Asst. II / Deputy City Clerk City of Rohnert Park 6750 Commerce Blvd. Rohnert Park, CA 94928 Phone: (707) 588-2225 Fax: (707) 588-2274 www.rpgily.org i 7/11/06 Minutes redistributed with correction on page 10, #10.10 to change staff visit to Grainger' to "Mayor's visit to Grainger on 7/11/06 accompanied by City Manager and Assistant City Manager". 0 �f � ,�u_���� CIBC ,., �_ G e.�; Yl,i �..-g, �, . F CITY OF ROHNERT PARK CONCURRENT MEETING MINUTES FOR: City Council Community Development Commission Rohnert Park Financing Authority July 11, 2006 Tuesday The Concurrent Meetings of the City of Rohnert Park for the City Council, the Community Development Commission and the Rohnert Park Financing Authority met this date in Regular Session for a meeting commencing at 6:00 p.m. at the Rohnert Park City Hall, 6750 Commerce Boulevard, Rohnert Park, with Mayor Smith presiding. REGULAR SESSION: Call to Order: Mayor Smith called the Regular Session to order at 6:00 p.m. Roll Call: Breeze, Flores, Mackenzie, Vidak-Martinez, Smith Staff present for all or part of the Regular Session: City Manager Donley, City Attorney Kenyon, Assistant City. Manager Schwarz, Director of Community Development Bendorff, Housing and Redevelopment Project Manager Ellena, Director of Public Works/City Engineer Jenkins, Director of Public Safety, Public Safety Lieutenant Frazer, Public Safety Lieutenant Taylor and Videographer Beltz. CLOSED SESSION: Council adjourned to Closed Session to consider Public Employment and Litigation Matters. REGULAR SESSION: Council reconvened Regular Session at 6:35 p.m. and Gina Audiss, 4`h grade student, Hahn Elementary School, led the Pledge of Allegiance. Mayor Smith PRESENTED Gina with a pen and a card. 1. MAYOR'S REPORT ON CLOSED SESSION: Mayor Smith indicated that there was no reportable action from the Closed Session. 2. SCHEDULED APPEARANCES/PRESENTATIONS: Mayor's Presentation of Resolutions of Recognition as follows: Congratulating Brandon Morrow, Seattle Mariners Top Pick, with John and Sharon Marrow accepting the resolution on behalf of their son, Brandon: Mayor Smith READ AND PRESENTED said resolution to Mr. and Mrs. Morrow, who shared brief comments. 2. Honoring and Thanking Laura Campbell for Her Part in the Xeriscape Landscaping at "Campbell Island": Mayor Smith READ AND PRESENTED said resolution to Ms. Campbell, who shared brief comments. City of Rohnert Park CONCURRENT MEETINGS Alinutes (2) July 11 2006 for City Council/Community Development Commission/Rohnert Park Financing Authority 3. Honoring and Thanking Tim Miller, President of Rohnert Park/Cotati Rotary Club and Bob Stewart, Cotati Chief of Police, for their part in the Xeriscape Landscaping at Rohnert Park Expressway and Country Club Drive: Mayor Smith READ AND PRESENETED said resolution to Mr. Miller and Chief Stewart, who shared brief comments. 4. Curt Chiarelli, Rohnert Park resident, requesting the City Council to consider an initiative on the November 7, 2006 ballot to initiate, impeachment proceedings against U.S. President George W. Bush: Mayor Smith indicated that Mr. Chiarelli has requested to reschedule his presentation for the next Council meeting. 5. Don Hendrickson, Rohnert Park resident, regarding revenue to city proposal: Mr. Hendrickson asked Council to review the packet of documents he provided earlier regarding a method of gaining of revenue for the City. 3. UNSCHEDULED PUBLIC APPEARANCES/COMMENTS: Gordon Anderson, 301 Enterprise Drive, was recognized and DISTRIBUTED AND REVIEWED four copies of the Real Estate Code. He expressed concern about a condominium map regarding for a local building, and he asked Council not to honor said map. 2. Victoria Irving, 605 Corte Moreno, was recognized and reviewed inequities in the water and sewer billing in Rancho Verde Mobilehome Park. At the suggestion of Mayor Smith, Council CONCURRED to direct staff to prepare a Staff Report on said matter. 3. Bob Goodman, 21084 Pelican Loop, was recognized and DISTRIBUTED business cards to Council for the American Council for Fireworks Safety. He stated that the purpose of the group is to teach people how to safely handle legal fireworks as an alternative to outright banning fireworks. 4. Rich Klingbeil, 101 Enterprise Drive, was recognized and expressed concern that the new owners of Copeland Creek Apartments are now requiring residents to qualify under certain income limits. At the suggestion of .Mayor Smith and Councilmember Flores, Council CONCURRED to direct staff to prepare a report on said matter for the next Council meeting, including options for relief for those residents who may become displaced. 5. Alex Horvath, 7459 Monet Place, was recognized and urged Council to support a ban on fireworks in the neighborhoods. He expressed concern about adult intoxication and possible accidents, and he suggested a Sing -Around -The -Flag type of event. 6. Pat Cassinelli, 101 Enterprise Drive, was recognized and, as a Copeland Creek Apartments resident and Senior Advisory Commissioner, requested Council assistance for those residents who do not wish to disclose their income information to the new owners. Mayor Smith acknowledged that there will be several upcoming meetings on this matter, including one this Friday at the Senior Center with the Copeland Creek Apartments residents. 7. John Hudson, 399 Bonnie Avenue, was recognized and expressed support for the sale of safe and sane fireworks in the City of Rohnert Park. He reviewed the many ways in which fireworks sales benefit primarily the children in the community, and he encouraged the City to continue to allow people to responsibly use and enjoy safe and sane fireworks. City of Rohnert Park CONCURRENT MEETINGS Minutes (3) Julv I1 2006 for City CounciUCommunity Development Commission/Rohrrert Park Financing Authority 4. CONSENT CALENDAR: Mayor Smith asked if there were any questions about matters on the Consent Calendar. A. Approval of City Council Portion of Concurrent Meeting Minutes for: Special Meeting/Work Session & Regular Concurrent City Meetings - June 27, 2006 B. Approval of Bills/Demands for Payment concurrently for: City of Rohnert Park/City Council in the amount of $1,067,588.61 C. Accepting Cash/Investments Report for Month End, May 31, 2006 for: City of Rohnert Park/City Council D. Resolutions for Adoption: 2006-189 Honoring and Recognizing John Garretson, Public Safety Officer, on the Occasion of His Retirement 2006-190 Proclaiming Tuesday, August 1, 2006, as "National Night Out" 2006-191 Authorizing and Approving an Agreement with Crocker Networking Solutions, Inc. for Website, Intranet, Network Maintenance and Consulting Services 2006-192 Approving a Policy and Procedures Regarding the Provision of Water and .Sewer Services to Proposed Developments that Include Housing Units Affordable to Lower Income Households 2006-193 Approving Northern California River Watch v. City of Rohnert Park Settlement Agreement, a Mutual Release of Claims Upon MOTION by Councilmember Flores, seconded by Councilmember Mackenzie, and UNANIMOUSLY APPROVED, reading was waived and the Consent Calendar was ADOPTED. At the suggestion of Mayor Smith, Council CONCURRED to take Agenda Item No. 5, "Department of Public Safety Matter,". out of order. 5. DEPARTMENT OF PUBLIC SAFETY MATTER: 4`h of July Fireworks Update by Lieutenant Dave Frazer: Lieutenant Frazer gave an or report regarding the Department of Public Safety's strategy and actions before the Fourth of July this year, and Lieutenant Jeff Taylor gave an oral report regarding this year's Fourth of July statistics in terms of calls/arrests/fires. Staff responded to Council questions and comments. At this time, Mayor Smith called forward members of the public desiring to speak on this matter. Linda Beltz, 6182 San Bruno Court, was recognized and urged Council to put the issue of the sale of fireworks on the ballot. She cited irresponsible parents and _lack of education as .factors of the problems in her neighborhood this Fourth of July. City of Rohnert Park CONCURRENT MEETINGS Minutes (4) July 11 2006 for City CounciUCommunh), Development Commission/Rohnert Park Financing Authority Michelle Rogers, 1319 Gaspar Court, was recognized and, on behalf of the Early Learning Institute, she encouraged Council to work with community groups on alternatives to banning the sale of fireworks. She reviewed the services provided by the Early Learning Institute for disabled infants and toddlers, and she expressed support for an education campaign. Julianna Byrd, 6093 Evelyn Avenue, was recognized and urged Council to work with local organizations to find alternatives to banning the sale of fireworks. She reviewed the ways in which fireworks sales benefit public schools. 4. Nate Golbransen, 4750 Bradford Court, Santa Rosa, was recognized and, as a member of the 20-30 Club, he stated that placing the issue of the sale of fireworks on the ballot would be a waste of the resources of local non -profits. He reviewed the ways the 20-30 Club assists children in the community with the revenues from, among other things, fireworks sales. Mickey Griffith, 6354 San Benito Drive, was recognized and, as a member of the 20-30 Club, he noted that fireworks sales benefit the local Little League clubs. 6. Martin Wolfe, Sonoma County, was recognized and, as a member of the 20-30 Club, he stated that everyone should not suffer simply because of the bad behavior of a few people. He reviewed the many ways the 20-30 Club is able to assist children in the community. Mike Pastryk, 4671 Flax Court, was recognized and, representing the Education Foundation of Cotati-Rohnert Park, he stated that banning fireworks sales will have a negative effect on children in the school district. He reviewed the funds that the Education Foundation has been able to pass on to the local school district through fireworks sales. Dennis C. Revell, 1121 L Street, No. 806, Sacramento, was recognized and, as a wholesale distributor of fireworks who has helped supply local non -profits, he discussed the necessity of communities and the State working to halt the importation of illegal fireworks into California. He reviewed the ways his company has worked to educate the public, and he thanked Department of Public Safety staff and the Cotati-Rohnert Park Unified School District staff for working together with his company and community groups to come up with an action plan for this past Fourth of July. 9. Joe Perry, 8175 Davis Lane, was recognized and, representing the Rotary Club, he urged Council to come to a fair solution for all. He stated that revenues from fireworks sales this season will fund 13 scholarships for the local high school. Council discussion/direction: A MOTION was, made by Mayor Smith, seconded by Councilmember Mackenzie, to prepare an ordinance banning the sale of fireworks in Rohnert Park for the November, 2006 ballot. Under discussion, Councilmember Breeze expressed a desire to adhere to the current ordinance and modify it, possibly making it more stringent if necessary. She stated that the bad behavior of a few citizens should not cost the entire community, and she indicated that a ban would prevent people from being responsible and put an unnecessary burden on the families of many local children. Councilmember Flores stated that the coalition of Public Safety working with the non -profits can guide Council in modifying, enhancing and improving the current ordinance. He noted that fireworks are for family-oriented activities, and that Public Safety has the cooperation and support of many residents. Councilmember Mackenzie stated that he would like to know what the citizens want to do regarding this matter, and he noted his support for many local non -profits. He expressed concern that the evidence over the years shows that there are City 6f Rohnert Park CONCURRENT MEETINGS Minutes (5) July 11 2006 for City Council/Community Development Commission/Rohnert Park Financing Authority several incidences of poor and illegal behavior, that many pets are quite frightened, and that block parties often become problematic. Vice Mayor Vidak-Martinez expressed support -for a fireworks education campaign that includes a lesson in the history behind the Fourth of July celebration. She suggested that the Department of Public Safety review ways take an active stance in dealing with the primary problem of irresponsible and/or illegal behavior of adults on the Fourth of July. She stated that Council had agreed to a process this Fourth of July, and that it.was important to hear Public Safety's report before taking any action on this issue. Mayor Smith expressed support for a ballot measure as a relatively inexpensive way to find out what the community thinks ori this matter. He indicated that he did a ride -along this Fourth of July with Public Safety, and that there were several calls in regards to problems with fireworks, including safe -and -sane fireworks. He noted his support for local non -profits, and he thanked staff for the education campaign. Said motion FAILED 2-3 BY ROLL CALL VOTE with Councilmembers Breeze and Flores and Vice Mayor Vidak-Martinez dissenting. . RECESS/RECONVENE: Mayor Smith declared a recess at 8:15 p.m. During the recess, Eunice Chuck SUBMITTED a letter to staff supporting a ban on the sale of fireworks. Council_ reconvened at 8:26 p.m. with all Councilmembers present. RECESS: Mayor Smith declared a recess .of the City Council meeting at 8:26 p.m. to consecutively and separately CONVENE the meetings of the Community Development Commission and the Rohnert Park Financing Authority. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY.OF ROHNERT PARK MINUTES Tuesday, July 11, 2006 Call to Order: 8:26 p.m. `Roll Call: Breeze, Flores, Mackenzie, Vidak-Martinez, Smith Also present: Executive Director Donley, General Counsel Kenyon and Recorder Leonard Unscheduled public appearances: None. 1: CONSENT CALENDAR Chairperson Smith asked the Commissioners if there were any questions about matters on the CDC Consent Calendar: No matters were raised. 1. Approval of CDC Portion of Concurrent City Meeting Minutes for: Special Meeting/Work Session & Regular Meeting - June 27, 2006 2. Approval of CDC Bills/Demands for Payment in the amount of $89.032.43 3. Accepting CDC Cash/Investments Report for Month Ending, May 31, 2006 City of Rohnert Park CONCURRENT MEETINGS Minutes (6) July 11 2006 for Cite CounciUCommunity Development Commission/Rohnert Park Financing Authority A MOTION was made by Commissioner Mackenzie, seconded by Commissioner Flores, to approve the Consent Calendar as outlined in the agenda. Said motion was UNANIMOUSLY APPROVED. 2. ROHNERT PARK REDEVELOPMENT PLAN: Consideration of approving the Preliminary Report to affected taxing entities for the Third Amendment to the Rohnert Park Redevelopment Plan and authorizing transmittal of the Preliminary Report to affected taxing entities: 1. Staff Report: Housing and Redevelopment Project Manager Ellena reviewed the contents of the Staff Report and responded to Council questions and comments. 2. Public Comments: None. 3. CDC Resolution for Adoption: 2006-15 Approving the Preliminary Report for the Third Amendment to the Redevelopment Plan for the Rohnert Park Redevelopment Project and Authorizing Transmittal of the Preliminary Report to Affected Taxing Entities Upon MOTION by Vice Chair Vidak-Martinez, seconded by Commissioner Breeze, and UNANIMOUSLY APPROVED, reading was waived and CDC Resolution 2006-15 was ADOPTED. 3. ADJOURNMENT: There being no further business, Chairperson Smith adjourned the CDC meeting at 8:38 p.m. ROHNERT PARK FINANCING AUTHORITY AGENDA Tuesday, July 11, 2006 Call to Order: 8:38 p.m. Roll Call: Breeze, Flores, Mackenzie, Vidak-Martinez, Smith Also present: Executive Director Donley, General Counsel Kenyon and Recorder Leonard Unscheduled public appearances: None. Citv of Rohnert Park CONCURRENT MEETINGS Minutes (7) July 11 2006 'for City Council/Community Development ContntissionlRohnert Park Financing Authority 1. CONSENT CALENDAR: Chairperson Smith. asked the Members if there were any questions about matters on the RPFA Consent Calendar. No matters were raised. l.. Approval of RPFA Portion of Concurrent City Meeting Minutes for: June 27, 2006 2. Accepting RPFA Cash/]nvestments Report for Month Ending: May 31,2006 A MOTION was made by Vice Chair Vidak-Martinez, seconded by Member Breeze, to approve the Consent Calendar as outlined in the agenda. Said . motion was UNANIMOUSLY APPROVED. 2. ADJOURNMENT: There being no further business, Chairperson Smith adjourned the Meeting of the RPFA at 8:38 p.m. RECONVENE: Mayor Smith reconvened the City Council meeting at 8:38 p.m. 5. DEPARTMENT OF PUBLIC SAFETY MATTER: 4`h of July Fireworks Update by Lieutenant Dave Frazer: By Council consensus, covered earlier in the meeting. 6. EASTSIDE TRUNK SEWER PROJECT (PROJECT NO. 2004-05) AND PHASE I SNYDER LANE ROADWAY WIDENING PROJECT (PROJECT NO. TR -26): Consideration of Mitigated Negative Declaration, Mitigation Monitoring Program and Project Approval: 1. Staff Report: Director of Public Works/City Engineer Jenkins shared the contents of the Staff Report and responded to Council questions and comments. 2. Public Comments: None. 3. Resolution for Adoption: 2006-194 Adopting a Mitigated Negative Declaration and a Mitigation Monitoring Programfor the Eastside Trunk Sewer Project No: 2004-05 and. Phase 1 Snyder Lane Roadway Widening Project (Project No. TR -26) and Approving the Project Upon MOTION by Councilmember Mackenzie, seconded by Councilmember Breeze, and UNANIMOUSLY APPROVED, reading was. waived and. Resolution 2006-194 was ADOPTED. Citv of Rohnert Park CONCURRENT MEETINGS Minutes (8) Julv 11 2006 for City Council/Community Development Commission/Rohnert Park Financing Authority PLANNING AND ZONING/COMMUNITY DEVELOPMENT MATTERS: 1. UNIVERSITY DISTRICT SPECIFIC PLAN: Consideration of adoption of ordinances pertaining to applications for an approximately 297 acre site that is generally located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-253-007, 045-253-009 through —012, 045-253-018, 045-262-001 through -004, 047- 131-019, and 047-131-024 through -027) as follows: 1) Prezoning to Specific Plan (S -P) and Public/Institutional (P-1) Districts*; 2) Development Agreement; 3) Annexation of property to the City of Rohnert Park.* * The prezoning to P-1 and the annexation would also include the 39 -acre Creekside Middle School site. a. Staff Report: Item DEFERRED per staff recommendation. b. Public Comments: Item DEFERRED per staff recommendation. c. Ordinances for Adoption: All ordinances DEFERRED per staff recommendation. 1. Waive Further Reading and Adopt Ordinance by reading title: No. 759 Prezoning property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-253-007, 045-253-009 through —012, portion of 045-253-018, 045-262-001 through -004, 047- 131-019, and 047-131-024 through -027) to Specific Plan District (SP) 2. Waive Further Reading and Adopt Ordinance by reading title: No. 760 Prezoning property located on the east side of Snyder Lane, north of Hinebaugh Creek (APN 045-253-014, 045-253-017, and portion of APN 045-253-018) to Public/Institutional District (P -I) 3. Waive Further Reading and Adopt Ordinance by reading title: No. 761 Approving a Development Agreement for a Specific Plan for the University District on property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-262-001 through -004, 045-131-019, and 047-131-024 through -027) 2. CONDOMINIUM CONVERSIONS/PROPOSED ZONING CODE AMENDMENTS: Consideration of Amending Title 17 (Zoning Ordinance) of the Rohnert Park Municipal Code, Section 17.07.020, Land Use Footnotes/Special Provisions (HH) Condominium Conversions: a. Staff Report: Director of Community Development Bendorff reviewed the contents of the Staff Report and responded to Council questions and comments. City of Rohnert Park CONCURRENT MEETINGS Minutes (9)July 11 2006 'for City CounciU.Community Development Commission/Rohnert Park Financing Authority b. Public Comments: None. c. Waive Further Reading and Adopt Ordinance by Reading Title: No. 764 Amending Title 17 (Zoning Ordinance) of the. Rohnert Park Municipal Code, Section 17.07 (Land Use Footnotes/Special Provisions) Condominium Conversions (HH), File Number PL 2006-027MC Upon MOTION by Councilmember Mackenzie, seconded by Councilmember Flores, and UNANIMOUSLY APPROVED, reading was waived and Ordinance No. 764 was ADOPTED BY ROLL CALL VOTE. 3. SIGNAGE STANDARDS/PROPOSED ZONING CODE AMENDMENTS: Consideration of adoption of Ordinance Amending Title 17 of the Rohnert Park Municipal Code (Zoning. Ordinance), Section 17.04 (Definitions), 17.07 (Land Use Footnotes/Special Provisions and 17.27 (Signage Standards): a. Staff Report: Director of Community .Development Bendorff reviewed the contents of the Staff Report. b. Public Comments: None. c. Waive Further Reading and Adopt Ordinance by Reading Title: No. 765 Amending Title 17 (Zoning Ordinance) of the Rohnert Park Municipal Code, Sections 17.04 (Definitions), 17.07 (Land Use Footnotes/Special Provisions), -and 17.27 (Signage Standards), File Number PL2005-066MC A MOTION was made by Councilmember Flores, seconded by Councilmember Breeze, to adopt Ordinance No. 765. Under discussion, Mayor Smith expressed concerns about staffing with regard to enforcement of this.. ordinance. After the motion, which was UNANIMOUSLY APPROVED, reading was waived and Ordinance No. 765 was ADOPTED BY ROLL CALL VOTE. -8. WEED ABATEMENT: Consideration to abate weeds that are growing within the City boundaries, which pose a fire hazard and health menace and are otherwise noxious and dangerous.and cause a public nuisance: 1. Staff Report: Mayor Smith noted that this agenda item has, been CANCELLED due to property owner compliance. 2. PUBLIC HEARING for property. owners- having objections to :the proposed destruction or removal of hazardous weeds - (Cont'd from June 27, 2006): CANCELLED due to property owner compliance. City of Rohnert Park CONCURRENT MEETINGS Minutes (10) July l l 2006 for City Council/Community Development Commission/Rohnert Park Financing Authority 9. 2005-2006 SONOMA COUNTY GRAND JURY REPORT: Consideration of response on section, entitled "The Impact of Yesterday's Promises," on concerns regarding the high cost of employee health care and retirement benefits: City Manager Donley explained the Staff Report, and Council CONCURRED with his recommendation that the City prepare a joint response and bring it back for Council consideration. Council discussion/direction: Councilmember Flores commented on the need for the City to take care -of its financial obligations and the importance of economic development. , Mayor Smith discussed the need for appropriate discussions with the bargaining units next year. 10. COUNCIL COMMITTEE AND/OR OTHER REPORTS: 1. Russian River Watershed Association (RRWA) Coordinated Permitting Meeting, 6/22/06: Councilmember Mackenzie indicated that he did not attend this meeting. 2. Mayors' & Councilmembers' Bike Ride, 7/4/06: Councilmember Mackenzie indicated that he and Mayor Smith participated in this bike ride. 3. Community Band, Eagle Park, 7/4/06: Mayor Smith and Councilmember Mackenzie commended the performance of the Community Band. 4. Sonoma State University (SSU) Green Festival, 7/4/06: Mayor Smith noted his attendance at said festival. 5. Public Safety Ride-Alongs, 7/4/06: Mayor Smith and Councilmember Mackenzie noted their participation in Public -Safety Ride-Alongs on July 4, 2006. 6. City -School District Ad Hoc Committee, 7/6/06 mtg.: Councilmembers Breeze and Mackenzie noted their attendance at said meeting regarding Goldridge School. 7. Economic Development Subcommittee, 7/7/06 mtg.: Vice Mayor"Vidak-Martinez gave an update on public art banners. 8. City Center Plaza Design Workshop, 7/8/06: Councilmember Breeze and Vice Mayor Vidak-Martinez reported on the design discussions. 9. Garbage Subcommittee, 7/10/06: Councilmember Breeze and Mayor Smith reported on matters related to garbage rates, the use of bio -diesel fuel, and tipping fees. City Manager Donley shared additional comments on the garbage rate increase. 10. Other informational reports, if any: a. Climate Protection Campaign, July 14, 2006, Community Center: Councilmember Mackenzie stated that registration for this event is still open. b. Staff visit to Grainger, Inc., 7/11/06: Mayor Smith reported on staff's visit to Grainger, Inc. _Cite of Rohnert Park CONCURRENT MEETINGS Minutes 01) July 11 2006 for City Council/Conimunity Development Commission/Rohnert Park Financing Authority ll. COMMUNICATIONS: a. City of Rohnert Park induction into the California Junior Miss Hall of Fame: Councilmember Flores thanked Mayor Smith for writing a letter to the California Junior Miss scholarship program. Councilmember Mackenzie noted that he will be unable to attend the induction or the pageant as he will be out of town from August 3-10. b. Sonoma County Water Agency (SCWA) letter from Mike Thompson regarding the work done on the City's creeks this summer to reduce flooding: Councilmember -Flores called attention to said letter, noting that the City is working with SCWA on this matter. C. The American Lung Association: Mayor Smith indicated that he received a thank -you letter from the American Lung Association for his participation in its recent Two -Rock Ride event. d. Letter from City Manager Donley to Canon Manor West resident re Connection Fee: Mayor Smith called attention to said letter. 12. MATTERS FROM/FOR COUNCIL: 1. League of California Cities' 2006 Annual Conference, San Diego, CA, Wed., Sept. 6 - Sat., Sept. 9, 2006 - Consideration of Voting Delegate: City Manager Donley explained this item. Councilmember Flores indicated that he will attend the event, along with Mayor Smith and Councilmember Mackenzie.. Council discussion/action: Upon MOTION by Councilmember Flores, seconded by Councilmember Mackenzie, a motion to delegate Mayor Smith as the Voting Delegate at the League of California Cities' 2006 Annual Conference was UNANIMOUSLY APPROVED. 2. Schedule of Events and Meetings: Document provided to Council in agenda packets. 3. City Council Agenda Forecast: Document provided to Council in agenda packets. 4. Other informational items, if any: None. 13. CITY MANAGER'S/CITY ATTORNEY'S REPORTS: 1. Parks, "Recreation & Open Space (PROS) Committee Update: Assistant City Manager Schwarz provided an oral update. 2. Playground Equipment Replacement Update: Assistant City Manager Schwarz provided an oral update. 3. Other informational items, if any: a. City Manager out of town: City Manager Donley stated that he will be out of the office next Tuesday -Friday, July 18-21, for Coast Guard Leadership Training. b. Memo re Tribe and Station Casino meetings with staff. City Manager Donley stated that he is awaiting specific information from the Tribe before finalizing the memo on said matter. City of Rohnert Park CONCURRENT MEETINGS Minutes (12) July 11, 2006 for City CounciUCommunity Development ConimissionlRohnert Park Financing Authority 14. PUBLIC COMMENTS: Mayor Smith invited members of the public interested in speaking to come forward. No members of the public responded. 15. ADJOURNMENT: There being no further business, Mayor Smith ADJOURNED the City Council meeting at 9:23 p.m. qt.,.,VY Leonard Certified Shorthand Reporter C.S.R. 11599 Tim Smith Mayor City of Rohnert Park CITY OF ROHNERT PARK BILLS FOR APPROVAL July 19, 2006 Checks 162038 - 162434 Dated July 7 - 19, 2006 m $2,482,108.69 TOTAL $2,482,108.69 (o To The Honorable Mayor & Members of thCrty Council CityMgr Donley . Financial Services Manager Lauchner Accountant/Auditor Raymc CASH REPORT 57gASI; BALANCES AS ®F MAY 31=, 20'd = 1 � � 15 ; �� General Fund ($1,553,947.97) Traffic Safety. Fund 368,273.86 Motor Vehicle License Fees 229,101.32 R. E. M. 1. F. (9,404.96) ($965,977.75) Special Water Connection Fee Fund 286,106.90 Per Acre For Development Fee Fund 350,611.27 'Water/Wastewater Fee Fund(Dev. Imp. Fund) 192,716.74 Sewer Service Connection Fee Fund 4,638,796.67 Water/Wastewater Fee Fund(Spec. Sewer Conn. Fund) 192,716.70 Water Utility Fund 2,871,494.78 Sewer Utility Fund 3,971,158.78 Garbage. Utility Fund (358,934.36) Garbage Utility Fund -Rate Stabilization Fund 259,676.35 Garbage Utility,Fund-Diversion/Education Set-aside Fund 80,364.37 General Fund -Refundable Deposits 429,000.10 Sewer Connection Fund -Refundable Deposits 405,781.00 Utility Fund -Refundable Deposits 153,416.43 Improvement Project Fund (1,060,888.55) Gas Tax Fund: Sec. 2107 Maint./Const. $691,376.48 Sec. 2107.5 Engineering 6,000.00 Sec. 2106 Const./Maint. 555,855.67 Sec. 2105 295,786.75 S6140 28,607,83 1,577,626.73 Transportation Development Act(TDA) Fund 0.00 Capital Outlay Fund 551,755.99 I.S.T.E.A. Fund 0.00 Local Law Enforcement Block Grant (LLEBG) Fund 0.00 Supplemental Law Enforcement Services (SLESF) Fund 100,000.00 Traffic Congestion Relief Fund (AB2928) 136,707.80 Fire Benefit Assessment(Measure M) Fund 458,552.62 Measure M Streets Fund 180,518.72 F.I.G.R. Fund 304,217.75 Annexation Fees Fund 59,296.42 Rent Appeals Board Fund 55,629.40 Copeland Creek Drainage Facilities Fund 64,485.39 Debt Service Fund 4,325,11 Debt Service Fund -Assessment Districts 0.00 Traffic Signals Fund 1,622,281.17 Vehicle Abatement Fund 55,739.61 Performing Arts Center Endowment Fund 1,264,751.00 Housing Financing Authority Fund 55,692.21 Petty Cash 3,707.30 Spay/Neuter Forfeiture Cash Fund 35,332.83 Crime Prevention Donations Fund 6,674.18 Animal Shelter Donations Fund 43,455.95 D.A. R.E. Donations Fund 11,697.63 Y&FS Donations Fund 5;147.22 Senior Center Donations Fund 2,881,56 . Public Facilities Finance Fee Fund 856,818.69 General Fund Reserve . 1,606,247.00 General Plan Maintenance Fee Fund 434,881.70 General Fund Endowment Reserve 3,344,811.00 Reserve For Self -Insured Losses 1,424,236.00 Reserve For Retired Employee Medical 2,967,500.00 Reserve For Technology Equipment 89,695.04 Reserve For Infrastructure Maintenance 509,587.00 .Reserve For Capital Projects 1,220,791.00 Reserve For Purchase of Video Equipment(New C/H) 70,000.00 Reserve For P.E.R.S. Costs -Public Safety Employees 0.00 Reserve For P.E.R.S. Costs -Miscellaneous Employees 350,000.00 Reserve for Dev. of Add'I Rec. Facilities . ' 117,942.30 Miscellaneous Reserve(CDC Loan Principal Repayment) 210,000:00, Reserve For Housing Programs 177,399,00 Reserve For Active Employee Medical 0.00 Sub -Total Operating Cash 31,426,424.75 Special Enforcement Unit -South 12,971.50 Cash with Fiscal Agent (FMLC Lease) 0.00 Cash with Fiscal Agent (Earned Interest Fund) 0.00 Cash with Fiscal Agent -Energy Conservation Lease 1,331,781.96 Cash with Fiscal Agent (1993 Consolidated Refunding District) 129,575.00 Cash with Fiscal Agent (20020 Water/Wastewater Revenue Bonds) 77.98 Cash with Fiscal Agent (2005A CSCDA Water/Wastewater Revenue Bonds) 2,806,289.18 Sub -Total City Cash Employee Deferred Compensation (City is Trustee): Ueterred Compensation- National Ueterred 457 Plan Ueterred Compensation- ICMA 401(a) Plan Ueterred Compensation- ICMA 457 Plan-I-ull I ime Employees Ueterred Compensation- National Deterred -Part, I me Employees Plan Total Employee Deferred Compensation TOTAL CASH 35,707,120.37 2,346,783.86 1,638,005.29 9, 602, 263.90 264,335.81 13,851,388.86 $49,558,509.23 Payroll Checking Account -Exchange Bank 9.12.68 General Checking Account -Exchange Bank @ 0.300% 1,130,839.25 Recreation Checking Account -Exchange Bank @ 0.300% 1,003:18 Housing Financing Authority Checking -Exchange Bank @ 0.300% 55;692.21 Subtotal of Petty Cash and Checking Accounts 1,192;154.62 Credit Card Payment.Savings Accounts: Finance Department 2,404.53 Community/Sports Centers 7,030.16 Building Department 1,696.88 Subtotal of Cash In Credit Card Savings Accounts 11,131.57 Investment Accounts -See Schedule of Investments Attached 33,172,052.22. Cash With Leasing Company/UMB Bank/BofA-. Cash With Fiscal Agent-Ehergy Conservation Lease @ 1.650% 1,331,781.96 Subtotal of Cash With Fiscal Agent 1,331,781.96 Employee Deferred Compensation(City is Trustee): Deferred Compensation -National Deferred 457 Plan 2,346,783.86 Deferred Compensation-ICMA 401(a) Plan 1,638,005.29 Deferred Compensation-ICMA 457 Plan -Full Time Employees 9,602,263.90 Deferred Compensation -National Deferred 457 Plan -Part -Time Employees 264,335;81 Total Employee Deferred Compensation 13,851,388.86 Total Cash Distribution May 31, 2006 $49,558,509.23 Investment Yield for MAY 2006 3.576% tNVES�TMENT POL ICY`,& SUFFICIENTRUNDS DISCLOSURES The investments above are incompliance with the investment policy of the City of Rohnert Park as outlined in the City of Rohnert Park City Council Resolution #2006-105, adopted April 25, 2006. The City currently has sufficient idle funds to meet it's expenditure requirements for the next six months. C1TY OFRaHNERT PARK SG�IEAULE OF ttY1/E:STMPtYZS MAY;31 2006 Note (1) These are investments in Certificates of Deposit. Current Market Value and Par Value are typically equal as interest is received monthly. Note (2) Union Bank current market values as of May 31, 2006 are presented. Note (3) These are funds invested in the Local Agency Investment Fund, State of California. Current Market and Par Value are typically equal. Interest is received quarterly and the Par Value remains the same. Note (4) These are funds invested in the Sonoma County Investment Pool. Current Market Value and Par Value are typically equal. Interest is received quarterly and the Par Value remains the same. Note (5) These funds are being held by Sonoma County acting as a Fiscal Agent for the City of Rohnert Park. 11 Note (6) These funds are being held by Union Bank of California acting as a Trustee and Agent for the City of Rohnert Park. The current market values and interest rates are from the monthl, statements from Union Bank. INVESTMENT SUMMARY BY TYPE MAY 31, 2006 # of Maturity % Investment Investment Valuation Bank Name Type Date Int. Par Value Market Value Source Exchange l3k Savings Svgs $ 6,036,130 0,750% $121,123.81 $121,123.61Note 1) Union Bk/Calif.-Sweep AIC Svgs N/A 2.740% 582.39 582.39 Note (1) Franklin Bank C.D. 06107/06 2.750% 99,000.00 99,000.00 Note (1) FHLB MTN M.T.N. 06107106 3.020% ' 500,000.00 499,845.00 Note (2) FHLB MTN M, T. N. 07113106 3.210% 500,000.00 498,750.00 Note (2) FHLB MTN M.T.N. 07/28106 2.580% 1,000,000.00 995,940.00 Note (2) FHLB MTN M.T.N. 08121106 2.740% 1,000,000.00 994,380.00 Note (2) Bk of Washington -Missouri, C.D. 08/25/06 4.500% 99,000.00 99,000.00 Note (1) America's Bank C.D. 09/10/06 3.400% 99,000.00 99,000.00 Note (1) Union National Bank C.D. 09/27/06 3.400% 99,000.00 99,000.00 Note (1) FHLMC MTN . M.T.N. 10115106 2.750% 500,000.00 495,470.00 Note (2) Home Savings Bank C.D. 11/12106 3.800% 99,000.00 993,130.00 Note (1) FHLB MTN M.T.N. 11/17106 3.800% 1,000,000.00 992,500.00 Note (2) FHLB MTN M.T.N. 11/28/06 4.000% 1,000,000.00 - 993,130.00 Note (2) Americawest.Bank C.D. 12/08106 3.390% 99,000.00 99,000.00 Note (1) FNMA MTN M.T.N. 12/15/06 3.130°% 500,000.00 492,970.00 Note (2) FHLMC MTN M.T.N. 12122/06 3.250% 1,000,000.00 988,140.00 Note (2) Farmers Bank C.D. 12117106 3.600% 99,000.00 99,000.00 Note (1) Mercantile Trust C.D. 01/10107 5.230°% -99,000.00 99,000.00 Note (1) Strategic Capital Bank C.D. 01110107 5.400°% 99,000.00 99,000.00 Note (1) FNMA MTN M.T.N. 01/12107 3.590°% 500,000.00 494,530.00 Note (2) Independent Bank of Austin C.D. 01/15/07 4,560% 99,000.00 99,000.00 Note (1) Island Community Bank . C.D. 01120/07 4.280°% 99,000.00 99,000.00 Note (1) FHLB MTN M.T.N.. 01124/07 2.640°% 1,000,000.00 982,500.00 Note (2) FHLB MTN M.T.N. 02/16107 4.180% 500,000.00 495;780.00 Note (2) OBA Federal Savings C.D. 02/21/07 5.400% 99,000.00 99,000.00 Note (1) Franklin Security Bank C.D. 03/17107 3.500% 99,000.00 99,000.00 Note (1) FHLB MTN M.T.N. 03/21107 3.360% 500,000.00 491,875.00 Note (2) First Comm Bk/Whitehall C.D. 03/22/07 5.360°% 99,000.00 99,000.00 Note (1) Rio Bank C.D. 04112/07 3.530°% 99,000.00. 99,000.00 Note (1 ) Pan American Bank C.D. 04118/07 3.000% 99,000.00 99,000.00 . Note (1) FNMA MTN M.T.N. 04126/07 2.950°% 1,000,000.00 978,440.00 Note (2) First State Bk of Huntington C.D. 04127107 3.700°% 100,000.00. 100,000.00 Note (1) Greater Atlantic Bank C.D. 04127/07 5.250% 99,000.00 99,000.00 Note (1) McFarland State Bank C.D. 04128107 3.700% 99,000.00 99,000.00 Note (1) Beal Bank C.D. 05/04107 3.500% 99,000.00 99,000.00 Note (1) Golden Security Bank C.D. 05113107 5.400°% 90,000.00 90,000.00 Note (1) Cole Taylor Bank C.D. 05122107 4.880°% 99,000.00 99,000.00 Note (1) Ameribank C.D. 05/23107 5.530°% 99,000.00 99,000.00 Note (1) First Financial Bank C.D. 05/26107 3.250°% 99,000.00 99,000.00 Note (1) Prime Alliance Bk of Helena C.D. 05/28107 5.530% 99,000.00 99,000.00 Note (1) MountainWest Bk of Helena C.D. 05/28107 3.651% 99,000.00 99,000.00 Note (1) Advanta Bank Corp. C.D. 06/03107 3.700% 99,000.00 99,000.00. Note (1) Colorado Federal Svgs Bank. C.D. 06/12/07 4.980°% 99,000.00 99,000.00 Note (1) Royal Palm Bank of Florida C.D. 06/14107 5.050% 99,000.00 99,000.00 Note (1) First National Bank Midwest C.D. 07107/07 3.780% 99,000.00 99,000.00 Note (1 ) Bay National Bank C.D. 07119/07 4.350% 99,000.00 99,000.00 Note (1 ) Seasons bank C.D. 07/20/07 5.150% 99,000.00 99,000.00 Note (1 ) MBNA American Bank C.D: 07131/07 3.890% 99,000.00 99,000.00 Note (1 ) Firstbank of Puerto Rico C.D. 08115/07 3.950% 99,000.00 99,000.00 Note (1) Capital Bank C.D. 09/08/07 5.160% 99,000.00 99,000.00 Note (1) West Sound Bank C.D.. 09/10/07 3.900% 99,000.00 99,000.00 Note (1) Dupage National Bank . C.D. 10106/07 5.300% 99,000.00 99,000.00 Note (1 ) Metropolitan National Bank C.D. 10/27/07 5.300% 99,000.00 99,000.00 Note (1) Metropolitan National Bank . C.D. 10130/07 3.750% 99,000.00 99,000.00 Note (1) Baytree Bank & Trust C.D. 11105107 3.700°% 99,000.00 99,000.00 Note (1) FHLB MTN M.T.N. 11/16107 5.360°% 1,000,000.00 997,500.00 Note (2) Natl Republic Bk of Chicago C.D. 01110108 5.100°% 99,000.00 99,000.00 Note (1) FHLMC MTN M.T.N. 01/28108 5.000% 500,000.00 496,750.00 Note (2) Viking Community Bank C.D. 02/01108 5.150% 99,000.00 99,000.00 Note (1) Cascade Bank . C.D. 04/04108 3.630°% 99,000.00 99,000.00 Note (1) Coastal Community Bank C.D. 05/03/08 5.450% 99,000.00 99,000.00 Note (1) FHLB MTN M.T.N. 05/28/08 3.540°% 1,000,000.00 990,940.00 Note (2) Capital One Bank C:D. 07/08/08 3.810°% 99,000.00 99,000.00 Note (1) FHLB MTN - M.T.N. 07/17/08 2.550°% 1,000,000.00 979,690.00 Note (2) Sovereign Bank C.D. 07131/083.820% 100,000.00 100,000.00 Note (1) Columbus Bank & Trust C.D. 08106108 3.820% 99,000.00 99,000.00 Note (1) Appalachian FCU C.D. 09115108 4.000% 99,000.00 99,000.00 Note (1) Great Florida Bank C.D. 03/14108 4.250% 99,000.00 99,000.00 Note (1) Bank of Santa Clarita C.D. 03122108 4.650% 99,000.00 99,000.00 Note (1) First Fed Svgs of SanRafael C.D. 03/22108 3.700% 99,000.00 99,000.00 Note (1) Capital One Bank C.D. 03/10/09 4.410% 100,000.00 100,000.00 Note (1) FHLB MTN M.T.N. 01128/10 3.160% 1,000,000.00 987,190.00 Note (2) State of Calif.-LAIF Pooled N/A 4.530°% 9,847,085.80 9,847,085.80 Note (3) So. Co. Investmt. Pool Pooled N/A 4.530°% 125,318.06 125,318.06 Note (4) Subtotal(See Investment Summary below) $30,236,110.06 $30,976,560.06 1993 Cionsol.R/D-So.Co. 4.530°% 129,575.00 129,575.00 Note (5) 2002C W/WW Revenue Bonds Project Acct. 4.580% 0.00 .0.00 Note (6) 2002C W/WW Revenue Bonds Inst Pmt Acct. 4.580°% 77.98 77.98 Note (6) 2005A CSCDA W/W Rev Bonds -Clearing AIC 4.580°% 0.49 0.49 Note (6) 2005A CSCDA WAW Rev Bonds -Revenue A/C 4.580% 0.00 0.00 Note (6) 2005A CSCDA W/W Rev Bonds- Interest Fund 4.580% 0.12 0.12 Note (6) 2005A CSCDA WAN Rev Bonds -Principal Fd. 4.580°% 28.95 28.95 Note (6) 2005A CSCDA WAW Rev Bonds -COI Acct. 4.580% 833.24 833.24 Note (6) 2005A CSCDA W/W Rev Bonds -Installment Fd 4.580% 227.67 227.67 Note (6) 2005A CSCDA W/W Rev Bonds -Project Acct. 4.580% 2,805,198.71 2,805,198.71 Note (6) Totals $33,172,052.22 $33,912.502.22 Note (1) These are investments in Certificates of Deposit. Current Market Value and Par Value are typically equal as interest is received monthly. Note (2) Union Bank current market values as of May 31, 2006 are presented. Note (3) These are funds invested in the Local Agency Investment Fund, State of California. Current Market and Par Value are typically equal. Interest is received quarterly and the Par Value remains the same. Note (4) These are funds invested in the Sonoma County Investment Pool. Current Market Value and Par Value are typically equal. Interest is received quarterly and the Par Value remains the same. Note (5) These funds are being held by Sonoma County acting as a Fiscal Agent for the City of Rohnert Park. 11 Note (6) These funds are being held by Union Bank of California acting as a Trustee and Agent for the City of Rohnert Park. The current market values and interest rates are from the monthl, statements from Union Bank. INVESTMENT SUMMARY BY TYPE MAY 31, 2006 # of % Of Avg. Average Investment Type Invmnts Portfolio YTM Par Value Book Value Days TM CD's -Banks 53 17.01% 5.514% 5,142,000 $ 6,036,130 471 Managed Pools(LAIFISCIP) 2 32.98°% 2.673% 9,972,404 9,972,404 1 Passbook Svgs-M.M.A.'s 3 0.40°% 0.200% 121,706 121,706 1 Medium Term Notes 17 49.61% 3.945% .15,000,000 14,846,320 -6,T6-0- 644 76 00.00% 30,236,110 3U,97 IMPROVEMENTPROJECTFUND Fiscal Year 2005/2006 Summary of Revenue &Expenditures As Of May 31, 2006 Balance @ Current Fiscal Year Balance @ Project No. and Description 30 -Jun -05 Revenue Expenditures 31 -May -O6 1977-04 Transport Avenue Ext.A.D. 29,487.98 0.00 1,000.00- 28,487.98 1978-01 SnyderL' n/Hinebaugh Cr A.D. 23,319.67 0.00 1,000.00 22,319.67 1979-05 Classic Ct. Assess.Dist. 8,387.21 0.00 1,000.00 7,387.21 1979-10 Laguna Verde Assess.Dist. 11,122.68 0.00 _ 1,000.00 10,122.68 1983-10 Professional Ctr Dr.A.D. 28,133.01 0.00 1,000.00 27,133.01 1993-06 Street Lighting Acquisition 0.00 0.00 0.00 0.00 1999-03 City Hall Building (727.50) . 0.00 (727.50) 0.00 1999-11 SCADA System Update 0.00 0.00 0.00 0.00 1999-15 Community Ctr Complex Imps. 0.00 0.00 0.00 0.00 1999-16 Stadium Lands Appraisals 0.00 0.00 0.00 0.00 2000-02 County CAD/RMS System' 0.00 0.00 0.00 0.00 2000-03 Camino Colegio Reconstr. , 0.00 0.00 0.00 0.00 2000-06 Community Ctr Beam Repair 0.00 0.00 0.00 0.00 2000-07 Overlays -2000 0.00 0.00 0.00 0.00 2000-08 Commerce Blvd. Bike Path (33,871.23) 33,898.47 27.24 (0.00) 2000-11 Roberts Lake Dog Park 0.00 41,141.70 49,938.52 (8,796:82) 2001-02 Adrian Drive Utility Conversion 0.00 0.00 0.00 0.00 2001-04 P.A.C. Hwy. Signage 0.00 0.00 0.00 0.00 2001-05 Water Meters Installation 0.00 0.00 0.00 0.00 2002-01 Traffic Signal Modifications 0.00 0.00 0.00 0.00 2002-02 B.A.R.C. Remodel 0.00 3,637.50 3,637.50 0.00, 2002-04 Golf Course Dr Traf Calming 0.00 0.00 3,202.16 (3,202.16) 2002-06. Finance Computer System (30,361.88) 14,206.56 (16,155.32) (0.00) 2003-03 Comm Water Meter Retrofit 227,048.26 (218,677.79) 8,370.47 0.00 2003-04 Storm Drain Master Plan 44,458.44 0.00 15,509.88 28,948.56 2003-05 Water Model Study -Phase 1 0.00 0.00 20.00 (20.00) 2003-06 Sidewalk Access Ramps -Ph III 0.00 0.00 0.00 0.00 2003-07 Sewer Model Study 0.00 5,285.00 5,285.00 0.00 2003-08 B Pool FilterSystem 0.00 5,210.00. 5,210.00 0.00 2003-09 B Park Basketball Court 0.00 0.00 0.00 0.00 2003-10 Replace VFD's-WW Pump Stn 0.00 0.00 0.00 0.00 2003-11 Parallel Sewer Interceptor 20,140.00 7,246,122.57 7,917,148.89 (650,886.32) 2003-12 Booster Pumps -Tanks 1,2&3 0.00 0.00 26,680.00 (26,680.00) 2003-13 Re -Roof Performing Arts Center 0.00 0.00 0.00 0.00 2003-14 Relocate PS Radio Transmitter 0.00 0.00 0.00 0.00 2003-15 Hinebaugh Cr Bike Bridge (2,936.45) 0.00 7,094.82 (10,031.27) 2003-16 Practice Range Renovation -GC 0.00 0.00 0.00 0.00 2003-17 Replace Play Eq- LadyBug Park 85.00 0.00 0.00 85.00 2003-18 City -Wide Slurry Seal Project 0.00 0.00 0.00 0.00 2003-19 Xeriscape Demonstration Plot 0.00 0.00 0.00 0.00' 2003-20 Upgrade Benecia YC Kitchen 0.00 0.00 0.00 0.00 2003-21 Alicia Pk Tennis Ct Renovation 0.00 0.00 0.00 0.00 2003-24 Replace Floor CC M/P Room 0.00 7,777.00 7,777.00 0.00 2003-26 Sports Centre Renovation (1,332.50) 0.00 0.00 (1,332.50) 2003-27 2004 Road Improvements 0.00 92,012.20 92,012.20 0.00 2003-28 Animal Shelter Renovation 0.00 23,446.93 23,446.93 0.00 2003-29 .RP Expwy/101 Interchange Imps 0.00 0.00 0.00 0.00 2003-30 Coleman Creek Maintenance (9,775.00) 9,775.00 348.44 '(348.44) 2003-31 VFD Replcmnt-Pumps 1 & 2 0.00 7,695.02 7,695.02 0.00 2003-32 Flow Meter Replcmnt-Pump Sta. 0.00 13,385.18 14,683.05 (1,297.87) 2003-33 Wetlands Mitigation Project 0.00 2,067.14 2,067.14 0.00 2003-34 Stadium Antenna Relocation 0.00 0.00 0.00 0.00 2004-01 Sidewalk Access Ramps -Ph IV (18,298.64) 12,730.00 3,374.00 (8,942.64) 2004-03 Comm Meter Install. -Phase II (91,309.83) 1,660,596.56 1,661,650.51 (92,363.78) 2004-05 Eastside Sewer Project 216,375.51 858,089.81 541,828.19 532,637.13 2004-06 Water Main Aqueduct Extension 179,280.00 0.00 (38,916.50) 218,196.50 2004-07 Sports Ctr Roof Replacement (4,362.50) 0.00 33,056.65 (37,419.15) 2004-08, Water Storage Tanks 1, 2 & 3 (2,688.50) 55,208.00 107,389.11 (54,869.61) 2004-09 Playgrd Fall Mat'[ Replacement 0.00 6,705.70 7,233.68 (527.98) 2004-10 Infiltration Reduction Program 0.00 11,919.79 26,974.84 (15,055.05) 2004-11 Library Xeriscape Garden 0.00 666.55 0.00 666.55 2004-12 Canon Manor Sewer Project (1,205.00) 0.00 18,167.65 (19,372.65) 2004-15 University Dist. Specific Plan (24,160.35) 0.00 367,100.01 (39.1,260.36) 2004-16 Northeast District Specific Plan (2,077.72) 0.00 75,989.06 (78,066.78) 2004-17 Southeast District Specific Plan (3,068.22) 0.00 85,832.97 (88,901.19) 2004-18 Northwest District Specific Plan (454.18) 4,630.61 .6,341.68, (2,165.25) 2004-19 Wilfred/Dowdell Dist. Spec. Plan (737.50) 0.00 115.50 (853.00) 2004-20 Public Facs.Finance Spec. Plan (14,121.48) 0.00 103,781.63 (117,903.11) 2004-21 Water Supply Assmt. Project 1,189.06 0.00 84,482.77 (83,293.71) 2004-22 Bond District Formation (14,437.45) (9,684.89) 3,349.50 (27,471.84) 2004-23 Well Site Improvements 0.00 82,322.49 82,322.49 (0.00) 2004-24 Well Site Chlorination. 0.00 152,275.17 152,275.17 (0.00) 2004.25 Stadium Lands Specific Plan 0.00 0.00 1,520.31 (1,520.31) 2004-33 City Hall Acquisition/Renovation (29,962.55) .1,478,216.53 1,511,727.85 (63,473.87) 2004-34 Energy Efficiency Program (280.00) 299,438.85 300,383.43 (1,224.58) 2005-01 Cathodic Protection -Tanks 3&4 0.00 0.00 25,737.60 (25,737.60) 2005-02 R.P. Expressway Maintenance 0.00 0.00 51,240.24' (51,240.24) 2005-03 Recycle Wtr Sys Expansion 0.00 0.00 398.50 (398.50) 2005-04 Citywide Pavement Maintenance 0.00 7,039.25 45,463.55 (38,424.30) 2005-07 Coleman Creek Drain Ext., 0.00 0.00 31,573.35 (31,573.35) 2005-08 Traffic Signal Improvements 0.00 0.00 4,085.00 (4,085.00) 2005-09 1993 Consolidated A.D 0.00 2,070.39 0.00 2,070.39 2005-10 RPX Widening -East 0.00 0.00 204.00 (204.00) Sub -total $502,858.34 $11,909,207.29 $13,472,954.18 ($1,060,888:55) Accounts Receivable/Payable 0.00 Total Improvement Project Fund ($1,060,888.55) IMPROVEMENT PROJECT FUND Fiscal Year 200512006 Recap of Project Expenditures As of May, 2006 Est. Total Current Mo. Fiscal Year Expenditures Project Project No. and Description: Expenditures Expenditures Total Expenditures 1977.04 Transport Ave Ext. A.D. 0.00 1,000.00 1,276,422.74 1,305,000 1978-01 SnyderLn/HlnebaughCr A.D. 0.00 1,000.00 573,379.87 595,700 1979.05 Classic Court Assess. Dist. 0.00 1,000.00 158,194.99 165,600 1979-10 Laguna Verde Assess. Dist. 0.00 1,000.00 1,522,881.45 1,533,000 1983-10 Professional Center Drive 0.00 1,000.00 531,849.06 550,000 1991-04 RPX/101 O/Cross-Phase II 0.00 0.00 3,468,464.63 3,470,000 1993-06 Street Lighting Acquisition 0.00 0.00 0.00 750,900 1994.08 M P6rk-Phase II 0.00 0.00 363,704.77 365,000 1995.07 Rubberized RR Crossing 0.00 0.00 645,346.87 550,000 1995-09 Public Safety North L.U.S.T. 0.00 0.00 1,326.00 50,000 1996.12 Snyder Ln Parcel Landscape 0.00. 0.00 1,615.00 30,000 1997-06 Toilet Replacement Prog. 0.00 0.00 1,218,519.99 1,225,000 1998.03 Water Storage Tanks(3) 0.00 0.00 1,606,051.74 1,610,000 1998-05 Well #42 -Hageman Lane 0.00 0.00 56,319.96 58,000 1998-06 Overlays -1998 0.00 0.00 486,204.33 1,000,000 1998-07 Copeland Crk. Bikepath Redo 0.00 0.00 158,709.50 160,000 1998.08 PAL Building Remodel 0.00 0.00 865,518.32 900,000 1998-10 Emergency Driveway-P/S 0.00 0.00 106,809.68 107,000 1998-11 Community Center Sculpture 0.00 0.00 26,896.49 27,000 1999-02 Medical Ctr. Site Improvements 0.00 0.00 3,874.50 15,000 1999-03 City Hall 0.00 (727.50) 548,955.17 4,700,000 1999-05 G.I.S. Basemap 0.00 0.00 43,404.05 50,000 1999-11 SCADA System Upgrade 0.00 0.00 665,823.92 400,000 1999.14 Park Playground Structures 0.00 0.00 179,344.00 180,000 1999-15 CommunityCtr Complex Imps. 0.00 0.00 471.22 30,000 1999.16 Stadium Lands Appraisals 0.00 0.00 67,061.00 50,000 2000.01 Civic Ctr Area Imprvmnts 0.00 0.00 798,736.30 1,000,000 2000.02 County CAD/RMS System 0.00. 0.00 1,480,592.01 1,500,000 2000.03 Camino Colegio Reconstr. 0.00 0.00 278,323.49 300,000 2000.06 Community Ctr. Beam Repair 0.00 0.00 152,094.84 150,000 2000-07 RPX Overlays Program 0.00 0.00 705,831.93 600,000 2000.08 Commerce Blvd Bike Path 0.00 27.24 153,877.88 500,000 2000.16 Cam. Coronado Spd Bumps 0.00 0.00 13,991.00. 14,500 2000-11 Roberts. Lake Dog Park 0.00 49,938.52 57,153.32 23,000 2001-01 SW Pedestrian Ramp -Ph 2 0.00 0.00 170,288.51 200,000 2001.02 Adrian Drive Uility Conversion 0.00 0.00 2,729.50 500,000 2001-04 P.A.C. Hwy. Signage, 0.00 0.00 503,498.87 500,000 2001-05 Water Meters Installation 0.00 0.00 2,606,560.57 3,000,000 2002-01 Traffic Signals Modifications 0.00 0.00 27,545.00 22,000 2002-02 B.A.R.C. Remodel 0.00 3,637.50 204,121.57 138,000 2002-04 Golf Course Dr Traffic Calming 0.00 3,202.16 58,262.21 90,000 2002-05 Irrigation Line Relocation 0.00 0.00 81,422.92 100,000 2002-06 Finance Computer System 0.00 (16,155.32) 296,961.13 300,000 2002-07 Visitor Center Parking Imps 0.00 0.00 20,048.71 50,000 2003-01 Decommission Holding Ponds 0.00 0.00 31,913.21 1,855,000 2003-02 Temporary Skate Park 0.00 0.00 4,646.57 25,000 2003-03 Commercial Water Meter Retrofit 0.00 8,370.47 761,266.33 3,300,000 2003-04 Storm Drain Master Plan 0.00 15,509.88 273,871.44 160,000 2003-05 Water Model Study 0.00 20.00 214,780.22 160,000 2003-06, Sidewalk Access Ramps III 0.00 0.00 206,083.64 210,000 2003.07 Sewer Model Study 0.00 5,285.00 144,282.02 140,000 2003-08 B Pool Filter System 0.00 5,210.00 , 80,557,47 90,000 2003-09 B Park Basketball Court 0.00. 0.00. 119,169.49 96,000 2003-10 Replace VFD's-WW Pump Stn 0.00 0.00 80,030.69 130,000 2003-11 Parallel Sewer Interceptor 514,109.91 7,917,148.89 9,615,951.44 10,300,000 2003-12 Booster Pumps -Tanks 1,2 & 3 1,662.50 26,680.00 27,020.00 110,000 2003-13 Re -Roof Performing Arts Center 0.00 0.00 910.00 490,000 2003-14 Relocate PS Radio Transmitter 0.00 0.00 20,070.80 60,000 2003.15 Hinebaugh Cr. Bike Bridge 0.00 7,094.82 16,941.77 250,000 2003-16 Practice Range Renovation -GC 0.00 0.00 355,217.50 250,000 2003.17 Replace Play Eq -Ladybug Park 0.00 0.00 1,754.25 90,000 2003-18 City -Wide Slurry Seal Project 0.00 0.00 223,487.86 330,000 2003-19 Xeriscape Demonstration Plots 0.00 0.00 11,402.78 20,000 2003.20 Upgrade Benecia YC Kitchen 0.00 0.00 255.00 50,000 2003-21 Alicia Pk Tennis Ct Reconstruct 0.00 0,00 406.25 30,000 2003.24 Replace Floor in CC M/P Room 0.00 7,777.00 129,560.01 85,000 2003-26 Sports Centre Renovation 0.00 0.00 1,332.50 4,000,000 2003.27 .2004 Road Improvements 0.00 92,012.20 559,251.06 560,000 2003-28 Animal Shelter Renovation 0.00 23,446.93 258,024.01 260,000 2003.29 RP Expwyl101 Interchange Imps 0.00 0.00 72,025.75 4,221,000 2003.30 Coleman Creek Maintenance 0.00 348.44 42,467.74 45,000 2003.31 VFD Replacement -Pumps 1 & 2 0.00 7,695.02 96,650.09 200,000 2003-32 Flow Meter Replacement 0.00 14,683.05 86,194.41 75,000 2003-33 Wetlands Mitigation Project 0.00 2,067.14 15,632.14 725,000 200334 Stadium Antenna Relocation 0.00 0.00 33,726.47 35,000 2004-01 Sidewalk Access Ramps Ph. IV 0.00 3,374.00 38,222.00 40,000 2004-03 Comm Meter Install. -Phase II 95,011.33 1,661,650.51 1,844,639.46 1,600,000 2004-05 Eastside Sewer Project 116,225.15 541,828.19 646,056.68 ' 6,558,600 2004.06 Water Main/Aqueduct Extension 0.00 ' . (38,916.50) 0.00 764,600 2004.07 Sports Ctr. Roof Replacement 1,141.31 33,056.65 37,419.15 640,000 2004-08 Water Storage Tanks 1,2 &3 12,448.75 107,389.11 110,077.61 145,000 2004-09 Playground Fall Mail Replcmnt 0.00 7,233.68 36,356.25 137,336 2004.10 Infiltration Reduction Program 922.55 26,974.84 91,389.31 525,000 2004.11 Library Xeriscape Garden (666.55) 0.00 7,194.51 35,000 2004.12 Canon Manor Sewer Project 17,736.50 18,167.65 19,372.65 2,000,000 2004-15 University District Specific Plan 33,030.28 367,100.01 391,260.36 TBD 2004-16 Northeast District Specific.Plan 0.00 75,989.06 78,066.78 TBD 2004-17 Southeast District Specific Plan 132.60 85,832.97 88,901,19 TBD 2004.18 Northwest District Specific Plan 0.00 6,341.68 6,795.86 TBD 2004.19 Wilfred/Dowdell Dist. Spec Plan 0.00 115.50 853.00 TBD 2004-20 Public Facs.Flnance Spec. Plan 0.00 103,781.63 117,903.11 TBD 2004.21 Water Supply Assmt. Project 0:00 84,482.77 427,548.71 1,232,000 2004-22 Bond District Formation 0.00 3,349.50 17,786.95 TBD 2004-23 Well Site Improvements 0.00 82,322.49 97,693.41 160,000 2004-24 Well Site Chlorination 0.00 152,275.17 159,540.57 190,000 2004-25 Stadium Lands Specific Plan 1,260.00 1,520.31 3,804.67 TBD 2004.33 City Hall Acq./Renovation 23,547.50 1,511,727.85 1,541,690.40 3,100,000 2004-34' Energy Efficiency Program 0.00 300,383.43 300,663.43 1,176,000 2005.01 Cathodic Protection -Tanks 3&4 1,340.00 25,737.60 25,737.60 80,000 2005.02 R.P. Expressway Maintenance 1,716.66 51,240.24 51,240.24 1,153,000 2005-03 Recycle Wtr Sys Expansion 0.00 398.50 348.50 12,750,000 2005-04 Citywide Pavement Maint. 6,230.30 45,463.55 45,463.55 1,000,000 2005-07 Coleman Creek Drain Ext. 0.00 31,573.35 31,573.35 532,000 2005-08 Traffic Signal Improvements 0.00 4,085.00 4,085.00 350,000 2005-09 1993 Consolidated A.D. 0.00 0.00 0.00 2,065 2005.10 RPX Widening -East 0.00 204.00 204.00 3,908,856 TOTALS $837,848.79 $13,472,954.18 $41,895,80612 $95,295,557 CAPITAL OUTLAY FUND Fiscal Year 200512006 Summary of Revenue and Expenditures May 31, 2006 Balance @ Current Fiscal Year Balance @ CAPITAL OUTLAY FUND: June 30, 2005 Revenue Expenditures May 31, 2006 Residential $442,404.45 $30,211.82 $0.00 472,616.27 Community Facilities (44,367.49) 154,702.10 34,900.98. 75,433.63 Open Space 45,331.80 1,883.59 43,509.30 3,706.09 Total Capital Outlay Fund $964.31 $156,585.69 $78,410.28 $551,755.99 7 FOR RESO. NO. � oo6 - 115 CITY OF ROHNERT PARD COUNCIL, AGENDA ITEM TRANSMITTAL REPORT Meeting Date: July 25, 2006 Department: Human Resources Submitted By: Theresa Smith, Human Resources- Analyst Submittal Date: July 17, 2006 Council: I X Miscellaneous Communications to: to: Agenda Title: AUTHORIZING A JOB DESCRIPTION FOR HUMAN RESOURCES TECHNICIAN, RECLASSIFICATION OF A SECRETARY POSITION IN HUMAN RESOURCES AND APPROVING THE ADDITION. OF ONE REGULAR, PART-TIME HUMAN RESOURCES TECHNICIAN POSITION Requested Council Action: Approval of Resolution Summarv: The City Council previously approved the addition of one regular, part-time Secretary H position (20 hrs/week with a 50% fringe benefit ratio) in the 2005-2006 budget. The Human Resources Department has not been able to get to this recruitment yet. For reference, the current organizational chart for the Human Resources Department is: • City Manager (City's Personnel Officer) • Director of Administrative Services (provides HR mgmt. oversight as needed) • 1 Human Resources Analyst (manages the HR Dept) • 1 Reg, P/T Secretary H w/ 501/6 benefits (handles City's fringe benefit programs, assists with recruitment and testing, handles everything to do with part-time employees, volunteers, interns and temps, assists HR Analyst with other projects as assigned ) • 1 (1,560 hr.) P/T Hourly Secretary I without benefits (handles City's workers' compensation program, posts all absences, tracks time away from work, processes leaves -of -absence, assists with recruitment and testing, handles everything to do w/ p/t employees, volunteers, interns and temps, assists HR Analyst with other proJects as assigned) Both secretaries share similar job duties and have the same level of responsibility in the department. The work is technical in nature and requires specific job knowledge, skills and experience related to Human Resources, unlike the secretarial class, which is more general in nature. Public Sector Employment is an expanding area of law, regulations, policies and procedures, and legal compliance is critical. The following is recommended: • Approve a new job description. and regular, parttime (50% benefit ratio) position of Human Resources Technician. Other agencies use the job title HR Specialist, Technician or Assistant interchangeably. I think Technician describes the position best. Professional- Ievel work is handled by the HR Analyst. The broad scope of duties handled by HR staff requires an HR generalist with specific expertise in technical areas that have a great deal of liability connected with them if they are not handled correctly. Reclassify the current Regular, Part-time (50% benefit ratio) Secretary II who works 4 hours per day to Regular, Part-time (50% benefit ratio) Human Resources Technician. This would be a title change only, no change to salary. Eliminate the Regular, Part-time Secretary H position in the HR Dept. budget. . Commence an in-house recruitment for the additional Regular, Part -Time (50% benefit ratio) Human Resources Technician position in accordance with the Personnel Rules & Regulations. We have qualified internal candidates, including the current Part -Time Hourly Secretary I currently in Human Resources. Eliminate the P/T (1,560 hr.) Hourly Secretary I position in the HR Dept. budget. The existing HR Assistant position in our Pay Rates & Ranges is Range 74 -Confidential Unit at $28.96/hour. For comparison, the Secretary H position is Range 72 -CF at $27.58/hour and the Secretary I position is Range 68 -CF at 25.02/hour. A salary survey was completed and it is recommended that the HR Technician position be placed at Range 72 -CF at $27.58/hour and the HR Assistant position become obsolete. If the above recommended changes are approved, the organizational chart for the Human Resources Department would look like: City Manager/Personnel Officer Director of Administrative Services I HR Analyst 2 Regular, Part-time (50% benefit ratio) HR Technicians CITY MANAGER'S RECOMMENDATION: Consent Item ( ) Regular Time Approval () Public Hearing Required ( ) Not Recommended () Submitted with Comment ( ) Policy Determination by Council ( ) City Comments: City Manager's Signature: Date: City Manager Pro Tempore Daniel JH Share Drive-S:Council Agenda Transmittal (as of 1/2/04) RESOLUTION NO. 2006 -195 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING A JOB DESCRIPTION FOR HUMAN RESOURCES TECHNICIAN, RECLASSIFICATION OF A SECRETARY POSITION IN HUMAN RESOURCES AND APPROVING THE ADDITION OF ONE, REGULAR PART-TIME HUMAN RESOURCES TECHNICIAN POSITION WHEREAS, the City Manager as the Personnel Officer for the City has reviewed the positions and work performed in the Human Resources Department; and WHEREAS, adding positions which affect the budget requires City Council approval; and WHEREAS, the City Manager recommends the creation of the position of Human Resources Technician at the salary range of 72 -CF; and WHEREAS, the City Manager recommends a reclassification of the current Regular, Part -Time Secretary II at 50% benefit ratio position in Human Resources to Regular, Part -Time Human Resources Technician at 50% benefit ratio based on the technical nature of the work being performed; and FROM Reg. P/T Secretary 11 Range 72 -CF, 50 % benefit ratio $22.69 - $27.58/hour TO Reg. P/T HR Technician Range 72 -CF, 50% benefit ratio $22.69 - $27.58/hour WHEREAS, the City Manager requests authorization to add a second Regular, Part - Time Human Resources Technician at 50% benefit ratio position and conduct an in-house recruitment to fill the position; and WHEREAS, the second Regular, Part -Time Human Resources Technician is currently in the 2006-07 budget; and WHEREAS,. said Human Resources Technician position will be part of the Confidential Unit and the positions of Human Resources Assistant and Regular Part-time Secretary II and Part-time Hourly Secretary I in the Human Resources Department will become obsolete; NOW, THEREFORE, BE 1T RESOLVED by the Rohnert Park City Council that the above recommendations are hereby approved. DULY AND REGULARLY ADOPTED this 25th day of July, 2006. ATTEST: Deputy City Clerk CITY OF ROHNERT PARK Mayor Tim Smith City of Rohnert Park HUMAN RESOURCES TECHNICIAN DEFINITION Under general direction assists in the day -today activities of the City's Human Resources Program; provides administrative and technical support to the Human Resources Analyst and/or Department Manager; performs other duties as required. DISTINGUISHING CHARACTERISTICS The Human Resources .Technician provides technical and administrative support assistance to the Human Resources Analyst and/or the Department Manager in a varietyof activities involved in the administration of the City's Human Resources Program. This class is distinguished from other office support classes due to the technical knowledge of the human resources field', that is required. Incumbents may work independently in the completion of assigned tasks and are expected to exercise considerable judgment in working within the scope of their authority.. Incumbents. are also required to maintain the confidentiality of personal. information.. The Human Resources Technician has responsibility and expertise in one or. more of the following areas: fringe benefits' management, workers' compensation, employee safety and training, recruitment, and records' management. SUPERVISION RECEIVED/EXERCISED General supervision is provided by the Human Resources Analyst and/or the Department Manager.. Supervision may also be provided by the Assistant City Manager and/or City Manager. Incumbents may provide lead supervision to support staff. Incumbents may fill-in for the Human Resources Analyst in his/her absence. ESSENTIAL. JOB FUNCTIONS (These duties are a representative sample; position assignments may vary) Assists Department. Managers and Supervisors with staffing needs, including arranging for temporary workers Prepares and distributes recruitment -related materials . such as job announcements; places recruitment ads • Assists with all phases of recruitment and selection processes including inputting, tracking, and screening. applications, arranging and proctoring written exams, arranging and participating on oral boards, participating in assessment centers and conducting skills' testing City of Rohnert Park Human Resources Technician Page 2 of 5 Pages ® Conducts or coordinates a variety of processes related to pre-employment processing including reference checks, driver's license checks, fingerprinting, background investigations, and may arrange appointments for polygraphs, psychological and physical exams ® Makes recommendations to the hiring authority primarily concerning the employment of part-time, hourly employees and appointment of volunteers ® Conducts employment orientations and explains benefits, policies, and procedures; processes new -hire paperwork and sets -up new employees in a specialized Human Resources and Payroll software program ® Completes and processes workers' compensation reports in a timely manner; acts as liaison with workers' compensation carrier; assists employees and supervisors with workers' compensation -related questions, paperwork and procedures ® Tracks employee absences and posts time off; may prepare leave -of - absence paperwork and track Family Medical Leave Act (FMLA) and California Family Rights Act (CFRA) time off ® Processes paperwork related to fringe benefits for full-time, regular part- time employees, retirees and their eligible dependents; checks insurance eligibility requirements and processes COBRA -related paperwork; works closely with the Payroll Department regarding benefit programs; may be involved in activities related to open enrollment for the medical plans; conducts census data research and prepares a variety of benefit -related reports ® Maintains notification system of pending part-time employee performance reviews and notifies departments ® Prepares classification and salary change documents and notifies Payroll Department; processes mass salary adjustments and cost -of -living adjustments • Processes and maintains information related to the City's Volunteer Program e Assists with employee safety and training -related activities City of Rohnert Park Human Resources Technician Page 3 of 5 Pages ® Prepares and processes a variety of personnel -related paperwork and correspondence; may take minutes at meetings as assigned o Opens, date stamps, and distributes incoming mail and correspondence e Creates and maintains Human Resources Department records and files, including confidential personnel files and records; purges files in accordance with the City's Records' Retention Program ® Conducts research and works on special projects as assigned ® Represents the Human Resources Department at meetings as assigned and may fill in for the Human Resources Analyst in the Analyst's absence Operates a variety of office equipment, computers and software programs e May provide training and oversight to support staff QUALIFICATIONS Experience/Education Sufficient experience and education to successfully perform the duties of the Human Resources Technician. A typical way of obtaining the required qualifications is to possess a high school diploma or GED and three (3) years of increasingly responsible work experience in Human Resources in a municipal setting. College -level coursework in Human Resources Administration in the Public Sector is desirable. Knowledge of: Laws, rules, and regulations affecting the operation of personnel programs in the public sector * City of Rohnert Park human resources' policies and procedures Techniques and methods for recruiting and testing in the public sector o Basic workers' compensation law and procedural requirements as they relate. to claims processing ® Benefit program administration and requirements including COBRA and HIPAA mandates ® Basic knowledge of performance management systems City of Rohnert Park Human Resources Technician Page 4 of 5 Pages • Laws and regulations regarding the maintenance, retention, and release of confidential records and information • Basic understanding of the principles of public sector employer-employee relations in California ® Laws governing workplace safety issues ® Techniques and methodologies for conducting research and surveys ® Modern office procedures, equipment, and computer software applications • Account and statistical recordkeeping ® Mathematics ® File and data storage systems and procedures • Correct English usage, spelling, grammar, and punctuation Skill to: • Type at an adequate speed to perform job duties, approximately 50 net words per minute • Take accurate notes or minutes at meetings Ability to: • Meet deadlines and handle multiple work projects • Communicate effectively both orally and in writing • Understand, interpret, explain and apply a variety of complex policies, procedures and regulations • Take responsibility and exercise good judgment in recognizing scope of authority e Maintain a variety of human resources' records and files in compliance with laws and regulations ® Proofread and edit documents a Prepare clear, concise, and accurate correspondence, documentation, records, reports, and meeting minutes • Conduct research and develop recommendations on a variety of subjects as assigned ® Review applications and other documents to ascertain completeness and accuracy of information ® Learn and apply new technology • Provide lead supervision and training to assigned staff ® Establish and maintain cooperative working relationships City of Rohnert Park Human Resources Technician Page 4 of 5 Pages Working Conditions: Position requires prolonged sitting, standing, walking, reaching, twisting, turning, kneeling, bending, squatting, and stooping in the performance of daily activities. The position also requires grasping, repetitive hand I movement, and fine coordination in -the preparation of correspondence, minutes, reports, and forms using a computer keyboard. Additionally, the position requires near vision in reading applications, tests, correspondence, and reports, and using the computer. Acute hearing is required when ,providing phone and counter service and taking minutes at meetings. The need to lift, drag, and push files weighing up to 25 pounds also is required. The incumbent works in an environment of frequent interruption and around multiple ringing phones and loud office equipment. FLSA Status: Non -Exempt Employee Unit: Confidential Approved By: City Council Date Approved: July 25, 2006 FOR RESO. NO. 2 00C _ 196 CITY OF ROHNERT PARD co y to: _- 4z 1z;JJ COUNCIL AGENDA ITEM TRANSMITTAL REPORT Co to: Meeting Date: July 25, 2006 Department: Community Development Submitted By: Ron Bendorff, Director of Community Development Submittal Date: July 18, 2005 Agenda (Subject only) Title: City Council Approval of Amendment Number Six to the Agreement for Services between the City of Rohnert Park and Jones & Stokes regarding the Environmental Impact Report for the University District Specific Plan Requested Council Action: Approve Resolution Summary: The City entered into a contract with Jones & Stokes to prepare the required environmental impact report (EIR) for the University District Specific Plan in 2003. In the interim, there has been a need for the consultant to perform additional work as outlined in the attached Contract Augmentation Request. This Augmentation includes the final work performed by the consultant regarding the EIR and includes consultant time spent at public hearings regarding the project. As with prior work related to the project's EIR, this additional work will be funded by the project proponent Attached please find the City Council Resolution approving Amendment #6 to the Agreement for Services with Jones & Stokes for the preparation of the University District EIR, . as well as a copy of the Contract Augmentation Request for yourreference. Please contact me if you require any further information or have questions regarding the attached materials. Enclosures: 1. Resolution 2. Amendment No. Six to Agreement for Services between the City of Rohnert Park and Jones & Stokes regarding the Environmental Impact Report for the University District Specific Plan CITY ATTORNEY'S REVIEW: Relevant documents for this agenda item have been reviewed and approved as to form by the City Attorney. CITY MANAGER'S RECOMMENDATION: 'Consent Item ( ) Regular Time Approval ( ) Public Hearing Required ( ) Not Recommended O Submitted with Comment ( ) Policy Determination by Council ( ) City Comments: City Manager's Signature: Date: City Manager Pro Tempore D chwarz RESOLUTION NO. 2006496 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK, CALIFORNIA, APPROVING AMENDMENT NUMBER SIX TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF ROHNERT PARK AND JONES & STOKES REGARDING THE ENVIRONMENTAL IMPACT REPORT FOR THE UNIVERSITY DISTRICT SPECIFIC PLAN WHEREAS, on September 23, 2003, the City entered into an agreement with Jones & Stokes to prepare an Environmental Impact Report (EIR) for the University District Specific Plan Area; WHEREAS, additional environmental work beyond that outlined in the original EIR proposal is necessary to assure compliance with the California Environmental Quality Act (CEQA); WHEREAS, the City has received and reviewed a Contract Augmentation proposal from Jones & Stokes to perform the additional environmental work required; WHEREAS, Staff has prepared Amendment Number Six to the Agreement for Services between the City of Rohnert Park and Jones & Stokes regarding the preparation of the work outlined in the Contract Augmentation proposal, WHEREAS, the City Council of the City of Rohnert Park has reviewed and considered the information contained in the Staff Report and all relevant materials regarding Amendment Number Six to the Agreement of Services between the City of Rohnert Park and Jones & Stokes, Inc. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that Amendment Number Six with Jones & Stokes for an amount not to exceed $5,065.00 is approved and the City Manager is authorized to execute said Amendment. DULY AND REGULARLY ADOPTED on this 250' day of July, 2006, by the City of Rohnert Park City. Council by the following vote: CITY OF ROHNERT PARK Mayor Tim Smith Attest: City Clerk AMENDMENT NUMBER SIX TO THE AGREEMENT FOR SERVICES BETWEEN THE CITY OF ROHNERT PARK AND JONES & STOKES REGARDING THE ENVIRONMENTAL IMPACT REPORT FOR THE UNIVERSITY DISTRICT SPECIFIC PLAN The original agreement between the City of Rohnert Park ("City") and Jones & Stokes ("Consultant") is hereby amended. WHEREAS, the City entered into an agreement with Consultant, dated September 23, 2003 for the preparation of the Environmental Impact Report (EIR) for the University. District Specific Plan; and WHEREAS, the City has requested additional professional services from the Consultant, as outlined in the attached University District Specific Plan EIR Contract Augmentation Request; and NOW, THEREFORE, City and Consultant agree as follows: Section 1. SCOPE OF WORK, is amended as follows: Consultant shall perform those services described as Tasks in the Scope of Work and Schedule of Performance with the addition of those tasks outlined in the Contract Augmentation Request dated June 21, 2006 attached as Exhibit "A' within the time frames stated therein. Section 3. COMPENSATION, is amended as follows: A City shall pay Consultant as compensation in full for such services and expenses at the rates set forth in the Standard Hourly Rates and Charge attached to the respective approved proposal, with the total sum not to exceed $413,963.00 (current contract amount of $408,898. 00 � is increased by $5,065.00 for the additional work tasks described in attached Exhibit "A" dated June 21, 2006.) Progress payments will be tied to completion of tasks so all payments are proportional to the work completed. All other sections of the Agreement shall remain as currently written. IN WITNESS THEREOF, the City and the Consultant have caused their authorized representative to execute this Amendment Five on the dates indicated below. CITY OF ROHNERT PARK Un Stephen R. Donley, City Manager (Date) Per Resolution No. 2006- adopted by the City Council on July 25, 2006 Attest: Deputy City Clerk JONES & STOKES Lin Patty Cook, Principal I (Date) 9SSA Jones & Stokes June 21, 2006 Ron Bendorff Community Development Director City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 EXHIBIT "A" RECEIVEL JUN 2 6 2006 CITY OF ROHNERT PARD; Subject: Contract Augmentation Request #6 —Additional Work Related to Public Hearings on Final EIR for University District Specific Plan Dear Mr. Bendorft: This contract augmentation request presents additional work necessary to cover additional work related to preparation for, attendance at and answering questions raised at the public hearings on the Final EIR for University District Specific Plan. Attendance at additional hearings beyond the contract scope by both Jones & Stokes and WTrans staff was at the request and direction of the City, as we have discussed. The total additional cost associated with completion of these tasks is $5,065. Please feel free to call with any questions. Sincerely, Sally Ly%424, AICP Associate Principal 2600 V Street • Sacramento, CA 95818-1914 • tet. 916 737.3000 • fax 916 737.3030 •.t4wwJonesan dstokes.ccm - Agenda Packet Preparation TIMELINES for Regular City Council Meetings (This section for City Clerk Use Only) held on the 2"d & 4m Tuesdays of each month: p Resolutions (other than standard formats for authorizations and approvals), Ordinances & Agreements 'Council: X to Assistant City Attorney via email to review for "approvals as to form" DUE no later than NOON Miscellaneous Two (2) Tuesdays prior to Council meeting dates n8 ommuniCatio • Agenda Items with related attachments via email to City Clerk DUE no later than NOON Two (2) Communications ends io X dr 6 Fridays prior to Council meeting dates • Agenda Draft review by Mayor, City Manager, Assistant City Attorney, City Clerk no later than Cop to: Tuesday mornings One (1) week prior to Council meeting dates Copy to: • Agenda Packets distributed to City Council and Agendas posted/distributed/mailed on Wednesday afternoons One (1) week prior to Council meeting dates for compliance with kohnert Park l o 4L.00 �® ^ `' Municipal Code Section 2.08.050 s� CITY OF ROHNERT PARK COUNCIL AGENDA ITEM TRANSMITTAL REPORT Meeting Date: August S, 2006 Department: Engineering / Public Works Submitted By: Eydie Tacata, Management Analyst Submittal Date: July 24, 2006 Agenda Title: Authorizing Application for Targeted Rubberized Asphalt Concrete Incentive Grant Requested Council Action: Authorize the submission of a Targeted Rubberized Asphalt Concrete Incentive Grant Program application to the California Integrated Waste Management Board and delegate the authority to the City Manager or his designee to execute grant documents Summary: The California Integrated Waste Management Board offers grants to cities and counties with limited or no experience in using rubberized asphalt concrete (RAC) in road projects. The City is submitting an application to the CIWMB's Targeted Rubberized Asphalt Concrete Incentive Grant Program to fund the use of RAC on the 2006 Street Maintenance Project — Asphalt Overlay, Proj. No. 2005-04. Up to $175,000 in grant funding may be awarded to eligible Northern California jurisdictions who successfully apply to the grant program. The application requires the governing body to authorize by resolution, the submission of a grant application to the CIWMB. Further, the resolution must identify by position title, the person authorized to execute the grant agreement and all related grant documents, including payment requests. Staff recommends that the Council adopt the attached resolution, which authorizes the grant application submission and delegates authority to the City Manager or his designee to execute grant documents. Enclosures: Resolution CITY ATTORNEY'S REVIEW: Relevant documents for this agenda item. have been reviewed and approved as to form by the City Attorney. CITY MANAGER'S RECOMMENDATION Consent Item ( ) Regular Time Approval ( ) Public; Hearing Required ( ) Not Recommended ( ) Submitted with Comment' ( ) Policy Determination by Council ( ) City Comments: City Manager's Signature: Date: i y Manager Pro Tempore D,0111 Schwarz RESOLUTION NO. 2006-197 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING THE SUBMISSION OF AN APPLICATION FOR A TARGETED RUBBERIZED ASPHALT CONCRETE INCENTIVE GRANT FROM THE CALIFORNIA INTEGRATED WASTE MANAGEMENT BOARD WHEREAS, the Public Resources Code Section (PRC) 42872.5. authorizes the. California Integrated Waste Management Board (CIWMB) to establish a grant program to fund rubberized asphalt concrete (RAC) projects; and WHEREAS, the CIWMB has been delegated the responsibility for the administration of the program, setting up necessary procedures governing. application by local governments and their subdivisions under the program; and WHEREAS, said procedures established by the CIWMB require the applicant to certify, by resolution, approval of the application before submission of said application to the State; and NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Rohnert Park authorizes the submittal of an application to the CIWMB for a Targeted Rubberized Asphalt Concrete Incentive Grant. BE IT FURTHER RESOLVED THAT the City Manager, or his or her designee, of the City of Rohnert Park is hereby delegated the authority to execute in the name of the City of Rohnert Park all necessary applications, contracts, agreements, amendments, and payment requests hereto for the purposes of securing grant funds and to implement and carry our the purposes specified in the grant application. DULY AND REGULARLY ADOPTED this a day of August, 2006. ATTEST: CITY OF ROHNERT PARK City Clerk Mayor Tim Smith, Meeting Date: Department: Submitted By: Submittal Date: Agenda Title: F6 R-'RESC). No. aoo(,-- ►98' CITY OF ROHNERT PARK COUNCIL AGENDA ITEM TRANSMITTAL REPORT July 25, 2006 Engineering Darrin Jenkins PE, City Engineer/Public Works Director July 10, 2006 cil: X Miscellaneous Communications A ends vZ5 06 X to: to: Task Order No. 2006 05 with Winzler & Kelly Engineers for Martin Avenue Storm Drain Project, (CIP Number OF -17) Requested Council Action: Approve Task Order No. 2006- 05 for Martin Avenue Storm Drain Project design services for an amount not to exceed $68,000: Summary: The City has recently completed a Storm Water System that included modeling of the pipelines and creeks within the City limits. This analysis identified the need to upgrade storm drain system in the Martin Avenue area in order to prevent localized flooding caused by high water in Hinebaugh Creek/Laguna de Santa Rosa. This area was subject to localized flooding in the winter of 2005/06. The items authorized by this Task Order include environmental and hydrologic analysis in order to develop alternatives for resolving the localized flooding in the area. Scope and costs for the detailed design will be developed upon completion of the alternative analysis. The Task Order amount is $68,000. The City's Capital Improvement Program includes a budget of $700,000 in Fiscal Year 2006-07 for this project. Enclosures: Resolution 2006-^, Task Order 2006-05 CITY ATTORNEY'S REVIEW: Relevant documents for this agenda item have been reviewed and approved as to form by the City Attorney. CITY MANAGER'S RECOMMENDATION: WConsent Item ( ) Regular Time. Approval () Public Hearing Required ( ) Not Recommended () Submitted with Comment ( ) Policy Determination by Council ( ) City Comments: City Manager's Signature: oeo4l� Date: Ag City Manager Pro Tempore e1 :Schwarz JH-! :05-b RESOLUTION NO. 2006- 198 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING TASK ORDER 2006-05 WITH WINZLER &KELLY FOR THE MARTIN AVENUE STORM DRAIN PROJECT CITY PROJECT NO. 2006-03 WHEREAS, the City desires to analyze, prepare design documents, perform environmental compliance tasks and provide public bid documents to alleviate back up of flood waters localized in.the Martin Avenue area; and WHEREAS, the Rohnert Park Storm Water System Study identified the Martin Avenue area as being impacted by backwater conditions from the Laguna and Hinebaugh Creek because of three storm drain outfalls which back up during high flows and cause localized flooding, and WHEREAS, the City has included the Martin Avenue project in its 2005-2010 Capital Improvement Program, and WHEREAS, Winzler & Kelly has completed a storm drain model for the Sonoma County Water Agency and the City and used it to prepare the Storm Drain project at Martin Avenue area, and WHEREAS, Winzler & Kelly has expertise in evaluating storm drain systems and preparing storm drain design plans and specifications. NOW, THEREFORE, be it resolved by the City Council of the City of Rohnert Park that it does hereby authorize and approve that Task Order No. 2006- 05 with Winzler & Kelly Consulting Engineers for the Martin Avenue Storm Drain Project for an amount not to exceed $68,000. DE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute documents pertaining to the same for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this date of July 25, 2006. CITY OF ROHNERT PARK Mayor Tim Smith ATTEST: City Clerk TASK ORDER NO. 2006-05 CITY OF ROHNERT PARK AND WINZLER & KELLY CONSULTING ENGINEERS AUTHORIZATION OF ENGINEERING SERVICES FOR MARTIN AVENUE STORM DRAIN PROJECT SECTION I — PURPOSE The purpose of this Task Order is to authorize and direct Winzler & Kelly to proceed with the work specified in Section 2 below in accordance with the provisions of the MASTER AGREEMENT between the City of Rohnert Park- ("City") and Winzler & Kelly ("Consultant") dated July 25, 2006. SECTION 2 — SCOPE OF WORK The items authorized by this Task Order are presented in Attachment "X'— Scope of Services. SECTION 3 — COMPENSATION AND PAYMENT Compensation shall be as provided in the AGREEMENT between the parties hereto referenced in SECTION I above. The total cost for services as set forth in SECTION 2 shall be actual costs (time and materials) based on Consultants' standard labor charges in accordance with the provisions of the AGREEMENT and, as shown in Attachment `B" for an amount not -to - exceed $68,000. SECTION 4 — TIME OF PERFORMANCE The work described in SECTION 2 shall be completed during Fiscal Year 2006/07 or as extended by the City Manager. SECTION 5 — ITEMS AND CONDITIONS All items and conditions contained in the AGREEMENT for professional services between City and Consultant are incorporated by reference. Approved this 25th day of July, 2006. CITY OF ROHNERT PARK Stephen R. Donley, City Manager (Date) Per Resolution No. 2006- adopted by the City Council on July 25, 2006 WINZLER & KELLY ENGINEERS Marc Solomon, Regional Manager (Date) ATTACHMENT "A" TASK ORDER NO. 2006-05 SCOPE OF SERVICES MARTIN AVENUE STORM DRAIN PROJECT CITY PROJECT NO. 2006-03 (CII' NO. OF -17) 1. General Description and Background The Martin Avenue area located north of Hinebaugh Creek and upstream of its confluence with the Laguna has undergone periodic flooding, most recently from the December 2005/January 2006 storms. Based on analysis from the Rohnert Park Storm Water System Study, the Martin Avenue area is impacted by backwater conditions from the Laguna and Hinebaugh Creek. There are three storm drain outfalls that discharge to Hinebaugh Creek from the project area. The storm drains back up during high flows in Hinebaugh Creek causing local flooding in Martin Avenue and surrounding buildings. The City wants to implement a solution to the localized flooding prior to the 2006/2007 wet weather season. The Storm Water System Study recommends a pump station to be installed at a central location that would collect flows from the project area and discharge to Hinebaugh Creek under pressure. This solution could be difficult to implement as currently envisioned within the desired timeframe, and other options should be considered. Winzler & Kelly will identify and evaluate potential solutions that can be implemented this year to address the flooding. Some of the potential solutions identified for evaluation include: • Installing flap gates/pinch valves at each storm drain outlet; • Combining the three outlets into a single outlet with the connecting pipeline either along the creek or in the street; • Installing a pump station on each of the three outlets; • Installing a single pump station in a combined outlet; • Installing a single pump station with a capacity equal to the average flow, rather than the peak flow; • Combine the flows and install a pad for a rented trailer -mounted pump; and • Install a pad for a City -owned trailer -mounted pump on a combined outfall. The analysis needs to also consider flooding impacts to the trailer park located on the south side of Hinebaugh Creek. This Scope of Services describes work to complete the analysis phase, design, perform. environmental compliance tasks, and provide the City with bid documents for this project. Bid and construction phase services are not included. 2. Project Tasks The Scope -of -Work is as follows: Task 1 Field Surveys Consultant will conduct field surveys/site investigations of the project site. This effort will include: • verification of storm drain sizes and elevations • bank elevations along both the north and south sides of Hinebaugh Creek to identify low points where the creek may overtop and to identify top of bank © location of affected outlets to the,creek • location of potential sites for pump stations • topographic surveys necessary to properly analyze alternatives Task Z Office Surveys Consultant will prepare site mapping, obtain AP map data and review potential Right -of -Way issues for pump station siting. Once an alternative is selected additional office surveys may be required including obtaining Title Reports and Right -of -Way efforts that have yet to be identified. Task 3 Study Phase The Consultant will analyze alternative solutions for solving or reducing the flooding impacts. This analysis will address the need to come up with at least a temporary solution to the flooding impacts prior to the upcoming winter based upon available funds. This analysis will look at various methods to allow for quick mobilization during the construction phase. This could include: • the conventional design, bid_ , build approach (which there is likely not enough time to do) • design, prepurchase, build (where we pre -purchase the long lead time equipment such as the pump(s) and flap gates) • rent the pumping equipment so the construction work is minimized to combining the storm drain piping, electrical service, and pouring a pad • add this work to the contract documents of another City project (possibly the Trunk Sewer project) • make this a change order to another City project. Deliverables: Technical Memorandum setting forth recommendations for addressing the flooding issue. Task 4 Hydrologic) ydramlic Analysis Consultant will analyze storm flows and volumes based on various scenarios identified in Task 3 above. These flows will be used for performing hydraulic analysis for sizing pipe systems and pump stations identified in the alternatives analysis. 02056-05018 2 Attachment ..A„ Task order 2006-05 Deliverables: Hydrologic/hydraulic analyses will be incorporated into the Alternatives Technical Memorandum (Task 3) as appendices Task S Construction Documents 5.1, 5.2, 5.3 75%,95%, and Final Design Submittal Consultant will prepare plans and specifications suitable for public bid. Plans will detail the work to be completed including plan and profiles, construction details, work area, and staging area. Drawings will be prepared using AutoCAD Version 2006 software and formatted for 11"xIT' and 22"x34" sheets: Consultant will utilize City standard details where applicable. Consultant will use its own drafting standards. Design submittals will be provided at the 75 percent, 95 percent, and final design levels. Review comments from the 75% and 95% submittals will be addressed and a final design will be prepared for a final review by the City. The City will receive five copies of the design submittals, with half-size (11" x IT') drawings. 5.4 QA/QC Consultant will provide quality assurance and quality control review of each design submittal before submitting 'to the City. 5.5 Specifications Specifications will establish the minimum level of quality acceptable including relevant reference standards, allowable materials and construction methods, and testing procedures and acceptance requirements. Consultant will also provide editing of the City's standard bid and contract forms to meet specifics of the project. Specifications and other document will be prepared using Microsoft Word 2000 software in CSI format. 5.6 ®pinion of Probable Construction Cost An estimate of probable construction cost will be provided with a detailed breakdown of material and labor costs organized by specification section, with a separate summary in the same format as the bid schedule. Consultant shall not develop the Storm Water Pollution Prevention Plan (SWPPP) as a part,of this scope. The Contractor will be required in the Contract Documents to submit the SWPPP. NOTE. Costs are not included for this task. Once a. recommended alternative is selected design costs can be defined Task 6 Environmental CoordinationMermits Because the project is located within the potential habitat for the California Tiger Salamander (CTS) identified by the U.S. Fish & Wildlife Service (Service) the project does not appear to qualify for a CEQA exemption. As such, Winzler & Kelly will prepare an Initial Study/Mitigated Negative Declaration (IS/MND). The IS/MND will discuss alternative treatment options but the analysis will focus on the preferred treatment option for the project. 02056-05018 3 Attachment "A„ Task Order 2006-05 The ISAIND will involve the following tasks: 6.1 Prepare Draft Initial Study/Proposed MND Winzler & Kelly will prepare the IS/NIlND in accordance with the CEQA guidelines. Issues of particular focus will be addressed as described herein.. Five copies of the Administrative Draft IS/MIND will be submitted to the City for review. After receiving City comments, we will finalize the document, prepare the Notice of Intent to adopt the MND, and provide one camera-ready copy to the City. The City will provide noticing to the public, place the Notice of Intent in a local newspaper, and be responsible for distributing the document. The Archaeological Studies Group at Sonoma State University will provide a records search and field survey of the alignment. If cultural resources sites are found during the field survey, recordation of sites will be an additional charge. Winzler & Kelly will determine if any location in the project area is on the Courtesy list, the list compiled pursuant to Government code section 65965.5 regarding hazards and hazardous materials. Winzler & Kelly will prepare a separate scope of work to address potentially contaminated. sites in the project area, if any are found. 6.2 California Tiger Salamander Assessment Using the services of Sandra Etchell, Winzler & Kelly will prepare a Habitat Assessment for California tiger salamander, because the property is within the potential habitat identified by the U.S. Fish & Wildlife Service (Service). The Habitat Assessment will consist of a literature, search and results of the site visit. Winzler & Kelly will submit the Habitat Assessment to the Service to attempt to obtain a "letter of no effect" for the California Tiger Salamander. Follow- up communications with USFWS will be the responsibility of the City. The packet will include: • Transmittal letter from the City to the USFWS • Aerial photograph of the project site • Project Site Plan • California Tiger Salamander Habitat Assessment If a "letter of no effect" is not issued by the Service, the City and Winzler & Kelly will discuss impacts to the project and additional services that might be required. The City may still be required to complete compensatory mitigation based on recent USFWS guidance because the project is located within the mapped California tiger salamander range. It may be possible to perform protocol -level surveys to eliminate the need for mitigation, but both surveys and compensatory mitigation could be expensive and could delay the construction schedule The costs for the surveys or the mitigation are not included as part of this scope of work. An additional scope and budget would be submitted if work beyond the habitat assessment and request for a "letter of no effect" is necessary. 02056-05018 4 AvAchman "A" Task order 2006-05 6.3 Wetland Survey and Delineation While most of the storm drain pipeline will be constructed within a paved walkway adjacent to Hinebaugh Creek, the cement pad required for the track mounted pump must be placed adjacent to the walkway. The area adjacent to the walkway is a grass lined stormwater ditch. This ditch may be mapped as a jurisdictional wetland in some locations. This area will be surveyed and wetland delineation will be performed if necessary. 6.4 Prepare a Final IS/MND including Response to Comments and Mitigation Monitoring Program After circulation of the Proposed IS/MND, Winzler & Kelly will prepare written responses to comments received. When final mitigation measures have been developed, we will prepare the Mitigation Monitoring Program (NIMMP) and submit five copies to the City for review. After receiving City comments, we will revise the Response to Comments document and MMP, and submit one camera-ready copy of each to the City. Deliverables: Administrative Draft of Initial Study/Proposed MND — 5 copies Notice of Intent —1 copy Final version of IS/MND — 1 camera-ready copy Administrative Draft of Final IS/MND including Response to Comments and MMP 5 copies Final version of Final IS/MND including Response to Comments and MMP — camera-ready copy Task 7 Project Management Consultant will prepare a work plan identifying all major tasks and milestones. Staff assignments, task prerequisites, and detailed schedule breakdown will be developed under this task. The work plan communicates to all project stakeholders what is being done, who is responsible, and when tasks start and stop. Consultant will conduct a project kickoff meeting with the City's staff. The kickoff meeting will be used to communicate the project work plan, gather background information, and solicit comments and questions from the City. Consultant will convene bimonthly coordination meetings at its office in Santa Rosa to review progress to date, identify key issues on the critical path, and prepare action items for the next two week period. The City will be invited to attend the coordination meetings at their option. Consultant will submit progress reports each month summarizing the work accomplished, critical issues requiring resolution, and budget and schedule status. The progress reports will be submitted with invoices that identify the City's project number, hours worked, hourly charges with staff classifications, progress and percent completion. 02056-05018 5 Attachment "A" e Task Order 2006-05 3. Schedule The anticipated schedule is shown in the table below: Task Start Complete Notice to Proceed June 27, 2006 Field Surveys July 5, 2006 July 12, 2006 Office Surveys July 6, 2006 July 14, 2006 Study Phase July 6, 2006 July 19, 2006 H&H Analysis July 6, 2006 July 19, 2006 Environmental June 27, 2006 Sept. 30, 2006 75% Submittal July 20„ 2006 August 4, 2006 95% Submittal August 7, 2006 August 18, 2006, Final Bid Documents August 21, 2006 August 28, 2006 4. Fee The work described above will be completed on a time and materials basis for a not -to -exceed budget of $ 68,000. Direct costs are to cover project expenses including office consumables and expenses. The estimated level of effort and costs associated with performing each task are summarized in Attachment 1. Any additional services not included in this Scope of Services will be performed only after receiving written authorization from the City and a corresponding budget augmentation. Please note that.the rates for field services (supplemental field survey) will be performed at Prevailing Wage rates according to California State Law. 02056-05018 6 Aawfirrierl..'r Task Order 2006-05 Attachment B Rohnert Park Martin Avenue Storm Drain Project - Task Order No. 2006-05 u"6 Design PersonnelEstimated an -Hours by Project Items Position PIC Pro Prej Staff I Sr Env Env I LLS Sr. Sury Sury Sr WP Total Subs Total Task Description - Design PhaseMarE $205 16 13S E 103 Sci 120 Sci $95 140 S $125 Crew (2 $250 Tech 95 Dsnr 105 $63 MH Cost i Fie d Surve s 0 1 0 0 0 0 5 0 40 0 0 0 46 0 10,8 5 2 Office Surveys 0 1 0 0 0 1 0 2 6 0 33 0 0 42 S01 $4,330 3 Stu& Phase 0 8 32 40 16 0 0 0 0 1 0 30 8 134 $0 $15,430 4 H&H Analysis 0 4 16 60 0 0 0 0 0 0 0 0 80 SO $9,120 5 Des' unknown 0 0 0 0 0 0 0 0 0 . 0 0 0 0 $0 $0 6 Environmental 0 4 4 0 72 0 0 0 0 0 0 12 92 $6,000 $16,620 7 Project Management 8 30 8 0 0 0 0 0 0 0 0 8 54 $0 $8,190 Sub -Total Prehndna Desi Man-hours - 8 48 60 100 88 0 7 6 40 33 30 28 448 $6,000 $64,555 Other Direct Costs: Consumables 6 r mmr-hour $2,688 Miles e, Postage, and Shipping $312 Printing and Re roduction $445 Advertise or Rids $0 Total Fee $68,000 Fa2"�Eso. No. aoo f� -X99 CITY OF ROHNERT PARK COUNCIL AGENDA ITEM TRANSMITTAL REPOR Meeting Date: July 25, 2006 Department: Department of Public Works/Engineering Division Submitted By: Ellen Beardsley, Administrative Assistant FOR: Darrin Jenkins, City Engineer Submittal Date: July 7, 2006 Council: X Miscellaneous Communications A ends Co to: C2M to: aY*�,—. Agenda Title: Master Agreement with Winzler & Kelly for ongoing Engineering, Environmental, Planning and Professional Services Requested Council Action: Approve the Master Agreement with Winzler and Kelly for ongoing engineering, environmental, planning and professional services. Summary: The City continues to have approximately 40 public works projects either underway or scheduled for FY 2006/07 and, in addition, it anticipates the need to begin implementing its Public Facilities Finance Plan Program, as Specific Plan Area proposals are approved. This work load, combined with current and planned staffing levels in the Engineering/Public Works Department, create a need for additional engineering, environmental, planning and other professional resources. Winzler & Kelly Consulting Engineers has provided these services to the City since Fiscal Year 2002/03 and is qualified to continue providing these services because of their extensive experience with the City's plans and programs. The attached Master Agreement is similar to the FY 2005/06 Master Agreement in general scope. However, where Winzler & Kelly's previous contracts each had a one year term, this Master Agreement has been modified to allow it to be extended on an annual basis by notice from the City Manager or his/her designee. An updated billing rate schedule is included with this Master Agreement and the extension provisions provide for annual adjustment of rates concurrent with extensions. No changes to the FY 2006/07 Budget are required as a result of this contract. CITY MANAGER'S RECOMMENDATION: Consent Item ( ) Regular Time Approval O Public Hearing Required ( ) Not Recommended () Submitted with Comment ( ) Policy Determination by Council ( ) City Comments: City Manager's Signature: Date: City Manager Pro Tempore' Schwarz RESOLUTION NO. 2006-199 A RESOLUTION OF THE COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE MASTER AGREEMENT FOR PROFESSIONAL SERVICES WITH WINZLER AND KELLY CONSULTING ENGINEERS WHEREAS, the City desires general municipal engineering, environmental, planning, and professional services; and WHEREAS, Winzler and Kelly is qualified to provide such services. NOW, THEREFORE, be it resolved by the City Council of the City of Rohnert Park that: 1. The Master Agreement by and between Winzler and Kelly Consulting Engineers and the City of Rohnert Park for ongoing general municipal engineering, environmental, planning and professional services is hereby approved; 2. The City Manager is hereby authorized and directed to execute this agreement in substantially similar form to the attached agreement for and on behalf of the City of Rohnert Park; 3. The City Engineer/Director of Public Works is authorized to manage said agreement on behalf of the City. DULY AND REGULARLY ADOPTED this 25h day of July, 2006. Is Y'M'ZI s, Any— C Mayor Tim Smith ATTEST: City Clerk AGREEMENT FOR SERVICES This Agreement is made and entered into on this date, July 25, 2006 by and between the City of Rohnert Park, hereinafter referred to as the "City," and Winzler & Kelley, Consulting Engineers, hereinafter referred to as the "Consultant." WHEREAS, the City requires general municipal engineering services, general city planning services, development review services, and capital projects and studies; and WHEREAS, the Consultant is qualified and experienced to provide such services. NOW, THEREFORE, said City and said Consultant for the considerations hereinafter set forth, mutually agree as follows: 1. SCOPE OF WORK. Consultant shall perform those services described in attached Exhibit "A" within the time frames stated therein. Work for specific projects ,shall be authorized separately by "Task Order." Consultant's place of work is at 495 Tesconi Circle, Santa Rosa, California. 2. COORDINATION. Consultant shall assign Ted Whiton, Toni Bertolero, Matt McKamey, Mary Grace Pawson, and Bill Silva, as Project Managers, to personally participate in said project and to coordinate the activities of the Consultant. Other Project Managers may be assigned by Consultant at the approval of the City Manager or his/her designee. City' shall assign the City Manager or his/her designee to manage this Agreement on behalf of the City. 3. COMPENSATION. A. City shall pay Consultant as compensation in full for such services. and expenses for the different elements of the scope of work as follows: 1. For work pertaining to general municipal engineering. services (see Exhibit A, paragraph A) and city planning services (see Exhibit A, paragraph B), the hourly rate for said service is at Consultant's standard hourly rates not to exceed $105 per hour, which may be updated annually as provided for in Section 4 "TERM". 2. For work pertaining to Development Review Services and Capital Project Engineering and Technical Support Services (see Exhibit A, paragraphs C and D, respectively) the hourly rates for said service is at Consultant's standard hourly rates set forth in Exhibit "B", which may be updated annually as provided for in Section 4 "TERM". 3. As required by law, prevailing wage rates shall be used for Survey Services and Construction Management Services. 4. The use of subconsultants, as approved by the City, will include an overhead charge of 15 percent. Progress payments will be accompanied with a monthly progress update on the various tasks performed. Compensation for work for specific development projects (see Exhibit A, paragraph C) will be by monthly invoice broken down by development project name. Compensation for capital projects and studies (see Exhibit A, paragraph D) will be broken down by project or study as authorized by separate "Task Order." B. Consultant shall submit itemized monthly statements for work performed. City shall make any payment due within thirty (30) days after approval. of the invoice by City. Payments will be made in full for general municipal engineering and development. review 843801v4 80078/0012 (Insurance updated 063006) JH -S:05 -g services. C. Payments due and payable to Consultant for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the City. In the event the City has not appropriated sufficient funds for payment of Consultant services beyond the current fiscal year, this Agreement shall cover only those costs incurred up to the conclusion of the current fiscal year; payment for additional work is conditional upon future City appropriation. 4. TERM. The term of this Agreement shall be from the date of its execution until June 30, 2007 and may be extended for additional one-year terms upon Notice from the City Manager and/or his/her designee. A. Work authorized by a separate "Task Order" as contemplated by this Agreement shall be subject to the Term of the Task Order and not the general provisions above. B. Upon receipt of Notice of an Extension of Term, Consultant may adjust its rate for general municipal engineering and city planning services by an amount of up to five (5) percent per year. C. Upon receipt of Notice of an Extension of Tenn, Consultant may adjust its rates for other services to those currently in effect for the Consultant. Consultant shall provide a revised Schedule of Rates to the City within 30 (thirty) days of a Notice of Extension of Term. 5. NOTICES. All notices, bills, and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills and payments sent by mail should be addressed as follows: TO CITY: City Engineer CITY OF ROHNERT PARK 6750 Commerce Boulevard ROHNERT PARK, CA 94928 TO CONSULTANT: Winzler & Kelly Consulting Engineers Attention Marc Solomon, Region Manager 495 Tesconi Circle Santa Rosa, CA 95401 and when so addressed, shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices,.bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving notice pursuant to this Paragraph. 6. AMENDMENT OF SCOPE OF WORK. City shall have the right to amend the Scope of Work within the Agreement by written notification to the Consultant. In such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreement. Failure of the Consultant to secure City's written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the contract price or time due, whether by way of compensation, restitution, quantum meruit, etc. for work done without the appropriate City authorization. 7. CITY'S RIGHT TO TERMINATE/SUSPEND CONTRACT. At any time and for any or no reason, City shall have the right to terminate this Agreement, take possession of the Consultant's work, e.g., studies, preliminary drawings, computations, specifications, etc., insofar 843801A 80078/0012 (Insurance updated 063006) 7x -S:05 -g as they are complete and acceptable to the City, andpay the Consultant such equitable proportion of the total remuneration as the work satisfactorily done by the Consultant at the time of' such discontinuance bears to the whole of the work required to be done by the Consultant under the terms of this Agreement. 8. CORRECTION OF WORK. The performance of services or acceptance of information furnished by Consultant shall not relieve the Consultant from obligation to correct any defective, inaccurate or incomplete work subsequently discovered and all such work shall be remedied by the Consultant on demand without cost to the City. 9. DELAYS SAND EXTENSIONS. The Consultant will be granted time extensions for delays beyond the Consultant's control. Time extensions will be equal to the length of the delay or as otherwise agreed upon between the Consultant and. the City. In such event, compensation as 'set forth in the Scope of Work shall be subject to renegotiation upon written demand of either party to the Agreement. 10. RECORDS OF PERFORMANCE. Consultant shall maintain any ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or. relating to charges for services, or expenditures and disbursements charged to City for a minimutn period of three (3) years, or for any longer period required by law make these records available for inspection, audit, and copying by the City. All data; documents, discussions, or other information developed or received by or for Consultant in performance of this Agreement are confidential and not be disclosed to any person except as authorized by City or as required by law_ 11. SUBCONTRACTING. None of the services covered by this contract shall be subcontracted without the prior written consent of the City. In accordance with Government Code Section 7550, Consultant agrees to state in a separate. section of any filed report the numbers and dollars amounts of all contracts and subcontracts relating to preparation of the report. 12. ASSIGNMENT. The Agreement shall not be assigned by the Consultant in whole or in part, without the written consent of the City. 13. INDEMNIFICATION.' To the full extent permitted by law, Consultant shall indemnify, hold harmless, release and defend City, its officers, employees and agents from and against any and all actions, claims, demands, damages; disability, losses, expenses including attorney's fees and other defense costs and liabilities of any nature that may be asserted by any person or entity ' including Consultant,' in whole or in part, arising out of Consultant's activities hereunder, including the activities of other persons employed or utilized by Consultant . in the performance of this Agreement (including design defects and regardless of City's approval, use or acceptance of the work or work product hereunder) excepting liabilities due to the sole negligence or willful misconduct of City. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for Consultant under Worker's Compensation, disability or other employee benefit acts or the terms, applicability or limitations of any insurance held or provided by Consultant and shall continue to bind the parties after tenrunation/completion of this Agreement. 14. INSURANCE. Without limiting consultant's indemnification provided herein, Consultant shall comply with the requirements set forth in Exhibit C to this Agreement. 15. STANDARD OF CARE. City relies upon the professional ability of Consultant as a .material inducement to entering into this Agreement. Consultant agrees to, use reasonable care and diligence in its profession in rendering services under this Agreement. Consultant 3 843801v4 80078/0012 (Insurance updated 063006) ]1 -I -s:05 -g agrees that the acceptance of his work by City shall not operate as a waiver or release of said obligation of Consultant. The absence, omission, or failure to include in this Agreement, items which are normally considered to be a part of generally accepted professional procedure or which involve professional judgment shall not be used as a basis for submission o1_ inadequate work or incomplete performance. 16. LITIGATION SUPPORT. Consultant agrees ' to testify at City's request if litigation is brought against City in connection with Consultant's report. Unless the action is brought by Consultant or is based upon Consultant's negligence, City will compensate Consultant for the preparation and testimony at Consultant's standard hourly rates, if requested by City and not part of the litigation brought by City against Consultant. 17. COVENANT AGAINST CONTINGENT FEES. The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission.percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability, or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 18. CONFLICT OF INTEREST. Consultant (including principals, associates, and. professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this contract or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant's services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. 19. . STATEMENT OF ECONOMIC INTEREST. If City determines Consultant comes within the definition of Consultant under the Political Reform Act (Government Code §87100), Consultant shall complete and file and shall require any other person doing work under this Agreement to complete and file a "Statement of Economic Interest" with the Clerk of the City of Rohnert Park disclosing Consultant and/or such other person's financial interests. 20. MERGER. This Agreement shall constitute the entire Agreement between the parties and shall supersede any previous agreements, whether verbal or written, concerning the same subject matter. No modification of this Agreement shall be effective unless and until evidence by a writing is signed by both parties. 21. DEFAULT. If Consultant should fail to perform any of his obligations hereunder, within the time and in the manner herein provided or otherwise violate any of the terms of this Agreement, City may terminate this Agreement by giving Consultant written notice of such termination, stating the reason for such termination. In such event, Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the agreement as the services satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be performed for such total fee; provided, however, that the City shall deduct from such amount the amount of damage, if any, sustained by City by virtue of the breach of the Agreement by Consultant. 22. NO WAIVER OF BREACH; TIME. The waiver by City of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or 4 843801v4 80078/0012 (Insurance updated 063006) 7H -S:05 -g provision or any subsequent breach of the same or any other term or promise contained in this Agreement. Time is of the essence in carrying out the duties hereunder. 23. THIRD PARTY BENEFICIARIES. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties. 24. ATTORNEY FEES, APPLICABLE LAW AND FORUM. In the event either party brings an action or proceeding for damages arising out of the other's performance under this Agreement or. to establish the right or remedy of either party, the prevailing party shall be entitled to recover reasonable attorney fees and costs as part of such action or proceeding, whether or not such action or proceeding is prosecuted to judgment. This Agreement shall be construed and interpreted according to California law, and any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the County of Sonoma. 25., INDEPENDENT CONTRACTOR. The parties intend that Consultant, in performing the services specified herein, shall act as an independent contractor and shall have control of the work and the manner in which it is. performed. Consultant is not to be considered an agent or employee of the City and is not entitled to participate in any pension plan, insurance, bonus or similar benefits City provides its employees. In the event City exercises its right to terminate this, Agreement, Consultant expressly agrees that he/she shall have no recourse nor right of appeal under rules, regulations, ordinances or laws applicable to employees. 26. TAXES. Consultant agrees to file tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes. Consultant agrees to indemnify and hold the City harmless from any liability which it may incur to the United States for to the State of California as a consequence of Consultant's failure to pay, when due, all such taxes and obligations. 27. EMPLOYMENT PRACTICES. Consultant shall not discriminate in its performance under the Agreement either directly or indirectly on the grounds of race, color, religion, sex, age, national origin, or other prohibited grounds in its employment practices, and shall take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or other prohibited grounds. 28. COMPLIANCE WITH 'LAW. Consultant shall comply with all applicable federal, state and local laws, rules and regulations affecting the Consultant and his/her work hereunder. Consultant represents and warrants to City that Consultant has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice Consultant's profession and to do the work hereunder. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his/her profession and do the work contemplated by this Agreement. 29. TITLE TO DOCUMENTS. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the Consultant under the Agreement shall be vested in the City, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the City without restriction or limitations on' their use. Consultant may retain copies of the above- described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of City during the 843801v4 80078/0012 (Insurance updated 063006) 1H -S:05 -g term of this Agreement or until ninety (90) days after receipt of final payment from City. 30. INTERPRETATION. Notwithstanding the fact that one or more provisions of this Agreement may have been drafted by one of the parties to this Agreement, such provisions shall be interpreted as though they were a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted. 31. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 32. AUTHORITY. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF ROI -INERT PARK: CONSULTANT: WINZLER & KELLY CONSULTING ENGINEERS By: / By: / Name: Stephen R. Donley (Date) Name: (Date) Title: City Manager Title: Per Resolution No. 2006- adopted By: / by the City Council on July 25, 2006 Name: (Date) Title: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 843801v4 80078/0012 (Insurance updated 063006) )H -S:05 -g Mayfolli'llyl—li ".1 SCOPE OF WORK AND SCHEDULE OF PERFORMANCE 843801A 80078/0012 (Insurance updated 063006) JH -S:05 -g EXHIBIT ►►B►► COMPENSATION RATES AND CHARGES 8438010 80078/0012 (Insurance updated 063006) )H -S:05 -g EXHIBIT ►►c►t INSURANCE REQUIREMENTS 843801A 80078/0012 (Insurance updated 063006) JH -S:05 -g FX111R1T (' INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknoivledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to Cih'. Consultant shall provide the following types and amounts of insurance: General Liability Insurance using Insurance Services Office "Commercial General Liability's policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $2,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol l (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum- $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $2,000,000.00 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $2,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted 10 843801v4 80078/0012 (Insurance updated 063006) JH -S:05 -g carriers in the state of California and a-ith an A.M. Bests rating of A- or better and a mininuan financial size V11. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant 1. Consultant agrees to have its insurer endorse the third, party general liability coverage required herein to include as additional insureds the City, its elected officials, employees and agents, using standard ISO endorsement. No. CG 2010 with ,an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2.. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds; and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and Approved -of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may' affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance isnot delivered as required, or in the event such insurance is canceled at any trine and no replacement coverage is provided, City has the right-, but not the duty, to obtain• any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are 'to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party.will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 11 843801v4 80078/0012 (Insurance updated 063006) JH -S:05 -g 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor. is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for 'ensuring that such coverage is provided in conformity with the requirements of this, section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by. giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring .during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage.. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A .certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 12 843801v4 80078/0012 (Insurance updated 063006) 7H -S:05 -g 17. The provisions of any workers' compensation or similar.act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of' clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. "These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section . supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or.other amounts with respect thereto. 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no. obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 13 843801v4 80078/0012 (Insurance updated 063006) 7H -S:05 -g CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the authorized representative of the firm of whose address is neither I nor the above firm I here represent has: and a duly and that a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit to secure this Agreement. b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the Agreement; or C) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Agreement; Except as here expressly stated (if any); I acknowledge that this certificate is subject to applicable State and Federal laws, both criminal and civil. Date agr\Consult. lgnature 14 843801v4 80078/0012 (Insurance updated 063006) ]H -S:05 -g EXHIBIT "A" SCOPE OF WORK (Amended 6-27-06) A. General Municipal Engineering Services It is acknowledged that there is Engineering Department personnel that will perform as much of the general municipal engineeringservices as possible and that the work Consultant will perform is work that cannot be performed by existing personnel due to staffing limitations and available resources. Service covered under this section excludes work covered under Paragraph C of this Exhibit and is for service not reimbursed by private development and applicants under the City's cost recovery program. Tasks to be performed may include: I . When directed, attend City Council, Planning Commission, and other formal public meetings. 2. When directed, attend staff level meetings with the City staff, other public agency staff, public officials, community leaders and the general public. 3. When directed, recommend regulations and ordinances pertaining to Public Works and Engineering Department matters. 4.. When directed, assist in the oversight and coordination with other public agencies such as: Caltrans for federal and state transportation funded projects from the standpoint of meeting State requirements; or Sonoma County for CDBG funding for meeting State and Federal requirements. 5. When directed, provide technical consultation to City personnel for general engineering questions. 6. Upon City's request, provide consultation to the City on engineering and construction grants available from other governmental agencies and when so directed prepare and initiate application for such funding. 7. Other work, as directed. B. General City Planning Services It is acknowledged that there is Planning Department personnel that will perform as much of the general city planning services as possible and that the work Consultant will perforin is work that cannot be performed by existing personnel due to staffing limitations and available resources. Service covered under this section excludes work covered under Paragraph C of this Exhibit and is for service not reimbursed by private development and applicants under the City's cost recovery program. Tasks to be performed may include: I . When directed, attend City Council, Planning Commission, and other formal public meetings. 2. When directed, attend staff level meetings with the City staff, other public agency staff, public officials, community leaders and.the general public. 3. When directed, recommend regulations and ordinances pertaining to Planning Department matters. EXHIBIT "A" cont. 4. When directed, provide consultation to City personnel for general city planning questions. 5. Other work, as directed. C. Development Review Service covered under this section is for service that is reimbursed by private development and applicants under the City's cost recovery program. Tasks to be performed shall be specifically requested by City before any work is initiated and may include: 1. Perform plan review and checking of land divisions and site development, including providing the appropriate certification of the Map by a pre -1982 registered Civil Engineer or; post -1982 registered Civil Engineer and registered Land Surveyor. 2. Review tentative maps and other submittals for land divisions for proposed development and make recommendations as to engineering and/or planning and environmental matters. 3. Review Specific Plans and, when directed, provide technical assistance in the processing of all documents pertaining to the Specific Plan Areas; as well as the subsequent implementation of the Specific Plans (e.g. Environmental Impact Reports, Development Area Plans, Tentative and Subdivision Maps). 4. Provide assistance in the processing of annexations. 5. When directed, prepare staff reports and other documentation for development projects being reviewed. 6. Other work, as directed. D. Capital Projects and Studies As specifically authorized by separate Task Order, Consultant may perform the following services: 1. Engineering studies for City's facilities. 2. Technical support and project management pertaining to City's programs such as Storm Water NPDES Phase II, Capital Improvement Program and the Public Facilities Finance Plan Program. 3. Prepare plans and specifications for City projects. 4. Provide design survey, construction survey; real property engineering; and construction management and observation for City projects. 5. Environmental review and permitting. 6. Other work, as directed. N 1W 1W C 0 v _ V . 7 ING E N G - N E I q FEE SCHEDULE - CENTRAL CALIFORNIA (Effective March 2006) Hourly Rates(*) Principal Associate Engineer Senior Project Engineer Project Engineer Staff Engineer Associate Scientist Senior Project Scientist Project Scientist 3 -Person Survey Crew 2 -Person Survey Crew 1 -Person Survey Crew Construction Manager Construction Inspector Staff Technician Designer CADD Word Processor &.Clerical Support $ 180-245 160-210 115- 170 90- 120 65-90 150- 185 110- 150 80-120 240-300 160-215 80- 130 110- 160 85-110 60-115 75- 125 75- 115 35-85 Employee time will be billed in accordance with the fees listed above. These rates are subject to change on an annual basis. For other than professional employees, time spent over 8 hours per day, time spent on swing shifts, and time spent on Saturdays will be charged at 1.5 times the hourly billing rate. Work on Sundays will be charged at 2.0 times the hourly billing rate and holiday work will be charged at 2.5 times the hourly billing rate. All field personnel charges are portal to portal. Professional employees will not be charged out at premium charge rates for overtime work. Expenses and other similar project related costs are billed out at cost plus 15%. The cost of using equipment and specialized supplies is billed on the basis of employee hours dedicated to projects. Our rates are: A. Office consumables $6.00/hr B. Environmental Department, Survey and Inspector consumables $11.00/hr C. Environmental, Construction and Land Surveying equipment Various at market Payment for work and expenses is due and payable upon receipt of our invoice. Amounts unpaid thirty (30) days after the issue date of our invoice shall be assessed a service charge of one and one half (1.5) percent per month. C) These rates do not apply to forensic -related services, or to work for which Prevailing Wage obligations exist. It is the responsibility of the client to notify Winzler & Kelly in writing if Prevailing Wage obligations are applicable, in which case the fees will be adjusted proportionate to the increase in labor cost. Central CA Fee Schedule March 2006 Ai CITY OF ROHNERT PARD LCop to: COUNCIL AGENDA ITEM TRANSMITTAL REPORT o to: Meeting Date: July 25, 2006 Department: Engineering Submitted By: Ellen Beardsley, Administrative Assistant Submittal Date: July 10, 2006 Agenda Title: Legal Classified Advertising Contract — Call for Sealed Bids Requested Council Action: APPROVAL of Resolution by Council Summary: It is the regular practice of the City of Rohnert Park and its departments to post legal notices (i.e. meeting notices, call for proposals, etc.) in the legal classified section of local general circulation newspapers. Legal notices are also posted in other publications as deemed necessary for effective notice. The California. Public Contracts Code Sec. 20169 requires that in cities where there is more than one newspaper of general circulation printed and published, the local legislative body shall publish a notice inviting bids and contract for the publication of legal notices required to be published in such a newspaper. The City will select the lowest responsive bidder, but at the City's discretion, more than one contract may be awarded in order to provide the most flexibility to accomplish legal noticing requirements. Sealed proposals for a one-year contract (October 1, 2006 — September 30, 2007) for the publication of legal notices and classified advertising are due in to the City Manager's Office before 11:00 a.m. on Tuesday, August 8, 2006, when bids will be publicly opened, examined and declared. The Council will consider bids at a regular meeting following the bid date. CITY MANAGER'S RECOMMENDATION: Consent Item ( ) Regular Time ;(--jApproval () Public Hearing Required ( ) Not Recommended O Submitted with Comment ( ) Policy Determination by. Council ( ) City Comments: City Manager's Signature: (�ODate: 7 0455 City Manager Pro Tempore D,p111 Schwarz X 1 RESOLUTION NO. 2006-200 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK CALLING FOR SEALED BIDS FOR LEGAL CLASSIFIED ADVERTISING CONTRACT FOR THE CITY OF ROHNERT PARI{ WHEREAS, the City of Rohnert Park is soliciting bids for newspaper publishing contract, and WHEREAS, the California Public Contracts Code Sec. 20169 requires that in cities where there is more than one newspaper of general circulation printed and published, the local legislative body shall publish a notice inviting bids and contract for the publication of legal notices required to be published in such a newspaper. THEREFORE BE IT RESOLVED by the City Council of the City of Rohnert Park, California, as follows: That sealed bids for a contract for .the publication of legal notices and classified advertising is hereby solicited and the City Clerk is directed to post as required by law a Notice Inviting Sealed Bids for said City, referring to the specifications on file in the City Offices, the first posting of which shall be at least ten (10) days prior to the time fixed for opening bids. Said sealed bids shall be delivered to the City Clerk of said City before 11:00 a.m. on Tuesday, August 8, 2006, said time being not less than ten (10) days from the time of fust posting of said notice. Bids will be publicly opened, examined and declared on said day and hour and referred to and considered by the City Council at a future meeting date. DULY AND REGULARLY ADOPTED this 25`s day of July, 2006. CITY OF ROHNERT PARK Mayor Tim Smith ATTEST: City Clerk Council: R Miscellaneous Communications A ends Copy to. RESOLUTION NO. 2006- 201 Copy to: A RESOLUTION OF THE CITY COUNC[L OF THE CITY OF RORNERT PARK REJECTING THE CLAIM OF Laurel E. Lindsey (Injuries from fall on alleged uneven City Sidewalk BE IT RESOLVED by the City Council of the City of Rohnert Park that that Claim for alleged damages dated June 26, 2006 and received June 28, 2006 is hereby rejected. DULY AND REGULARLY ADOPTED this 25`h day of July, 2006. CITY OF ROUKERT PARK Mayor Tim Smith ATTEST:' Clerk Rohnert Park Claim No. 2006-22 CITY OF ROHNERT PARK COUNCIL AGENDA ITEM TRANSMITTAL REPORT Meeting Date: July 25, 2006 Department: Community Development Department Submitted By: Cas Ellena, Housing & Redevelopment Manager Submittal Date: July 12, 2006 a Agenda Title: Update regarding Copeland Creek Apartments Affordable Units Requested Council Action: Consideration of information regarding Copeland Creek Apartments affordable units Summary: In January of 2006, Fidelity Partners contacted the City and advised that they were moving forward with the purchase of Copeland Creek Apartments (the "Apartments") with the intent of obtaining multifamily revenue (private activity) bonds and federal tax credits so that the complex could provide very -low and low-income rents over a 55 -year period. Pursuant to United States Internal Revenue Code Section 147(f), prior to issuance, private activity bonds are required to be approved by the "applicable elected representatives" of the government having jurisdiction over the area in which any facility financed by such bonds is located. Fidelity Partners requested the City Council, as the "applicable elected representatives" of the City of Rohnert Park to hold a public hearing and approve the issuance of multifamily housing revenue bonds by the California Statewide Communities Development Authority (the "Authority). The City Council held the public hearing on February 14, 2006 and approved the issuance of the bonds by the Authority by Resolution No. 2006-57 (enclosed). Fidelity Partners moved forward with the acquisition in July 2006. The owner listed on title is TRG- Copeland Creek, LP ("TRG"). TRG's co -general partner is an affiliate of Fidelity Partners and the managing general partner is an affiliate of Rainbow Housing Assistance Corporation, a non-profit entity. TRG has communicated to the .City that since it utilized tax exempt bonds to purchase the Apartments, it is required to provide for 10% of 170 of the units (17 units) to be affordable to and rented to households earning no more than 50% of the area median and 90% of the units (153 units) to be affordable to and rented to households earning no more than 60% of the area median and further, that it will not be able to receive the tax credits until the units are occupied by income qualified residents. TRG has also communicated to the City that the Apartments, prior to TRG's acquisition, was under contract with another entity which desired to purchased the complex, subdivide it and sell it as individual condominiums, however as the City has senior age restrictions on the complex, this development did not occur. This is when TRG expressed interest to purchase the complex with the intention of keeping the units as residential rental units and providing for affordable rents for 55 -years. Staff attended a resident informational meeting held by TRG on July 14, 2006, regarding the purchase of the Apartments and what this means to existing residents (Staff Memo regarding the meeting enclosed). Representatives of TRG plan to be present at the July 25, 2006, City Council meeting to provide information to the City Council regarding its acquisition of the Apartments. Enclosures: - City Council resolution No. 2006-57 - Staff Memo CITY ATTORNEY'S REVIEW: Relevant documents for this agenda item have been reviewed and approved as to form by the City Attorney. CITY MANAGER'S RECOMMENDATION: ( ) Consent Item PTRegular Time ( ) Approval () Public Hearing Required ( ) Not Recommended () Submitted with Comment ( ) Policy Determination by Co O City Comments: City Manager's Signature: Date: � D6 City Mana�ter o Te Dore Danie wart. H:W.o5-b an RESOLUTION NO. 2006-57 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS BY THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY WHEREAS, the California Statewide Communities ' Development Authority (the "Authority") is authorized pursuant to the provisions of California Government Code Section 6500 et seq. and the terms of an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988 (the "Agreement"), among certain local agencies throughout the State of California, including the City of Rohnert Park (the "City"), to issue revenue bonds in accordance with Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code for the purpose of financing multifamily rental housing projects; and WHEREAS, Fidelity Partners, hic., or related entities, has requested that the Authority adopt a plan of financing providing for the issuance of multifamily housing revenue bonds in one or more series issued from time to time, including bonds issued to refund such revenue bonds in one or more series from time to time, and at. no time to exceed $16,000,000 in .outstanding aggregate principal. amount, to finance the acquisition and rehabilitation of a 171 -unit multifamily rental housing project, located on 101 Enterprise Drive, Rohnert Park, California, and generally known as Copeland Creek Apartments (the "Project"); and WHEREAS, the Bonds or a portion thereof will be "private activity bonds" for purposes of the hlternal Revenue Code of 1986 (the "Code'); and WHEREAS, the Bonds will bear interest at variable rates; and WHEREAS, pursuant to Section 147(f) of the Code, prior to their issuance, private activity bonds are required to be approved by the "applicable elected representative" of the governmental units on whose behalf such bonds are expected to be issued and by a governmental unit having jurisdiction over the entire area in which any facility financed by such bonds is to be located, after a public hearing held following reasonable public notice; and WHEREAS, the members of this City Council (this "Council") are the applicable elected representatives of the City, and WHEREAS, there has been published, at least 14 days prior to the date hereof, in a newspaper of general circulation within the City, a notice that a public hearing regarding the Bonds would be held on a date specified in such notice; and WHEREAS, such public hearing was conducted on such date, at which time an opportunity was. provided to interested parties to present arguments both for and against the issuance of the Bonds; and WHEREAS, it is intended that this resolution shall constitute the approval of the issuance of the Bonds required by Section 147(f),of the Code and'Section 9 of the Agreement; m NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AS FOLLOWS: Section I.. The above recitals are true and correct., Section 2. The Council hereby approves the issuance of the Bonds by the Authority. It is the purpose and intent of the Council that this resolution constitute approval of the Bonds for the purposes of (a) Section 147(f) of the Code and (b) Section 9 of the Agreement_ Section 3. 1The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing approved hereby. Section 4. The City Clerk shall forward a certified copy of this Resolution and a copy of the affidavit of publication of the hearing notice to: Justin Cooper, Esq. Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, California 94105 &Ctiop S. This resolution shall take effect immediately upon its passage. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby approve the issuance of multifamily housing revenue bonds by the California Statewide Communities Development Authority. DULY AND REGULARLY ADOPTED this 14" day of February, 2006 by the following vote: AYES: Five (5) Council Members Breeze, Flores, Mackenzie, Vidak-Martinez and Mayor Smith NOES: None (0) ABSENT: None (0) ABSTAIN: None (0) r�City Clerk - CERTIFIED - 11FQ CITY OF ROM BARK Mayor Tim Smith TO: City Council of the City of Rohnert Park FROM: Ron Bendorff, Community Development ment Director SUBJECT: July 14, 2006 Resident's Meeting Regarding Copeland Creek Acquisition DATE: July 18, 2006 On ?uly 14, 2006, an informational meeting was held by representatives of the new owner of Copeland Creek Apartments at the Rohnert Park Senior Center. Approximately 150-160 residents were in attendance. The representatives began the presentation by explaining how tax credits were used to purchase the property and what the income limits would be to qualify for continued residency. It was noted that this qualification process was the reason that the large packets soliciting financial information were recently distributed to residents. The representatives explained that those not qualifying for continued residence would have 60 days to find a new home, would receive, $500 for moving expenses, would be returned 100 percent of their security deposit, and would be referred to other rental properties in the area. They then detailed the $3.5 million in improvements proposed to be made to the complex, including renovation of the existing club house, the addition of renewable energy features, upgrades to the pool, refurbishment of landscaping, and exterior and interior improvements to the buildings. This presentation was followed by a question and answer period, with the majority of questions related to how one would qualify for continued residency. There was a good deal of unease among the residents regarding thexelease of financial information, and the presenters would only say that they had to individually meet with each resident to determine their ability to qualify for continued residency. . There was also a lot of fear expressed by residents who believed they might have to relocate to another complex. At one point, one of the residents asked why the new owners had decided to buy the complex when the existing residents were perfectly happy with the prior management. One of the audience members stated that the City Council had "approved the sale," and that was why all of this was happening. The presentation ended shortly thereafter as residents filed to the front of the room to set up their individual appointments with the complex staff. 6750 Commerce Boulevard, Rohnert Park CA. 94928. (707) 588-2226. Fax (707) 588-2263 Page 1 of 2 Hauff,Judy From: Hauff, Judy Sent: Tuesday, October 24, 2006 10:38 AM To: Ellena, Cas; Beardsley, Ellen; Lidster, Beth Cc: Jenkins, Darrin; Rich, Maureen; Mendenhall, Carol Subject: Copeland Creek Apartments RE: RP city contact form submission Attachments:,,Attached Image.msg Following Cas's review of the staff report at the July 25, 2006 City Council meeting, The Reliant Group (TRG)- Copeland Creek, LP; Representatives Joe Sherman, President and Chris Porter, Director of Acquisitions provided a power point presentation regarding the new ownership and plans for the Copeland Creek Apartments property. r As far as I know, City Hall was not provided with a hard copy of the power point presentation, but it included reviewing the proposed renovation budget outlined in the attached letter Cas provided in her email response below that doesn't mention sidewalks. t' have reviewed the meeting minutes as well as my summary notes for this item and also found no mention of sidewalk repairs. Judy Hauff, City Clerk CITY OF ROHN ERT PARK 6750 Commerce Blvd. Rohnert Park, CA 94928 Phone: 707-58&2216 FAX: 707-588-2274 — email: JhauffQ_rpcity.org From: Ellena, Cas Seat: Tuesday, October 24, 2006 9:13 AM To: Beardsley, Ellen; Lidster, Beth Cc: Jenkins, Darrin; Rich; Maureen; Hauff, Judy Subject: RE: RP city contact form submission Copeland Creek is the one that was purchased with tax credits and therefore became an low income project. Because of the tax credit funding, they were required to spend a portion of that financing on rehab. They have also asked the CDC for funds to do additional rehab. I am attaching the letter they sent requesting funds but it doesn't mention sidewalks. Cas From: Beardsley, Ellen Sent: Tuesday, October 24, 2006 9:04 AM To: Lidster, Beth Cc: Jenkins, Darrin; Rich,•Maureen; Ellena,,Cas; Hauff, Judy Subject: RE: RP.city contact form submission "I was looking at the Copeland Creek Apartments and was told that the sidewalks were going to be fixed. I was also tols that this matter was brought up in one of the city council meetings. Can you tell me what city council meeting'it was?" Sounds like the Clerk's office could search the City Council meeting minutes. Copeland.Creek Apts. might be the one that was recently converted to low-income housing and there may have been mention of the sidewalks at the Council meeting a couple of months ago. Ellen Beardsley, Administrative Assistant 10/24/2006 1 Page 2 of 2 From: Rich, Maureen Sent: Tuesday, October 24, 2006 8:38 AM To: Jenkins, Darrin; Lidster, Beth; Beardsley, Ellen; Ellena, Cas Subject: RE: RP city contact form submission Cas, A question was raised recently about the sidewalks at Copeland Creek Apts. Do you know anything about the proposal to repair the sidewalks? Maureen ............................. ........... .................... ................. 1--................................ .................... .......................................................................................... ............... ............ . From: Jenkins, Darrin Sent: Tuesday, October 24, 2006 8:32 AM To: Lidster, Beth; Beardsley, Ellen Cc: Rich, Maureen Subject: RE: RP city contact form submission I don't think this was engineering related. Sounds like a planning item. Darrin From: Lidster, Beth, Sent: Tuesday, October 24, 2006 8:30 AM To: Jenkins, Darrin; Beardsley, Ellen Subject: FW: RP city contact form submission Do you remember this being an Agenda item? From: Iforrestl960@yahoo.com [mailto:lforrestl960@yahoo.com] Sent: Monday, -October 23, 2006 9:49 PM To: Admin Subject: RP city contact -form submission The Following information was submitted from the RP city site: Submitted by: Lori Forrest Email Address: lforrestl960@yahoo.com Address: 1333 W Steele Lane City: Santa Rosa State: Ca Zip: 95403 Phone: 707-328-3752 Comments: I was looking at the Copeland Creek Apartments and was told that the sidewalks were going to be fixed. I was also tols that this matter was brought up in one of the city council meetings. Can you tell me what city council meeting it was? I 10/24/2006 TRGCopeland Creek, LP 556 Commercial Street, Suite 300 San Francisco, CA 94111 (415) 788-0700 May 23, 2006 Cas Ellena Housing & Redevelopment Project Manager Community Development 6750 Commerce Blvd. Rohnert Park, CA 94928-2486 Re: Copeland Creek Apartments Dear Ms. Ellena: As you know we are acquiring Copeland Creek Apartments, a 171 unit senior apartment property located at 101 Enterprise Drive. Upon acquisition, we will convert this property to 100% affordable housing for residents that earn below 60% and 50% of area median income. This affordable housing restriction will be in place for 55 years. In addition, the senior age restrictions with the City of Rohnert Park will continue to be enforced. Thus Copeland Creek Apartments will be a significant asset to Rohnert Park's senior community for many years. Under the current structure, TRG-Copeland Creek, LP will be the partnership that purchases this property. Rainbow Housing Assistance Corporation ("Rainbow"), a non-profit entity will be its Managing General Partner and Gung Ho -Copeland Creek, LLC will be a co -General Partner. The limited partner will be a Charter Mac entity. As part of the acquisition, we plan to invest nearly $3 million ($17,100 per unit) to complete long overdue upgrades and renovations to this 1977 vintage property including: • Installing solar to reduce electricity and gas usage; • Replacing the roofs on 20 of the 26 buildings (6 roofs were replaced in the last 2 years); • Replacing all of the single -pane windows and sliding doors with double pane, low E windows; • Completing major repairs & replacements to the parking lot; ® Installing new exterior lighting (lack of light is a major complaint of residents); Completing ADA compliance including installing 6 ADA parking stalls with code compliant ramps, and replacing concrete ramps to the 3 laundry facilities; • Renovating the management office and re -opening the community room. The re -opened community room will give the tenants a place to gather and socialize; • Re -surfacing the pool, fixing the pool deck, building a pergola, installing a BBQ and purchasing newpool furniture; • Installing new signage, including new monument, directional and unit identification signs; • Repairing second -story landings; • Installing a significant amount of new landscaping and tuning up/fixing the sprinkler system; • Replacing old appliances and wall heaters; • Installing GFI outlets and additional smoke detectors inside the units; and • Replacing aging hot water heaters. Cas, as with many 30 year old properties, there is more renovation needed than our budget allows to be completed. To properly renovate the property, we would like to expand our scope by an additional $1.43 million. Following our previous discussions, we would like to formally request a loan from the City of Rohnert Park Community Development Commission for $1,250,000 ($7,309 per unit) for additional funds to renovate Copeland Creek Apartments. Upon receipt of these monies, the developer will be willing to invest up to an additional $200,000 to complete the extended scope of renovation. These additional funds we will be used to completely renovate and update the interiors of most of the units built in the mid-1970s, including installing new cabinets, countertops, lights, plumbing fixtures, flooring and paint. These improvements will significantly improve the comfort and lifestyle of Rohnert Park's lower-income aging population for decades into the future. Shown below are the current sources and uses for this project (before any City investment): Copeland Creek Apartments Orininal Sources & Uses -- Summary Sources: Permanent Mortgage $ 15,000,000 Partnership Equity $ 8,004,539 Developer Fee Note $ 1,671,161 Total Sources $ 24,675,700 Uses: Acquisition Costs $ 17,950,000 Closing, Title & Escrow Costs $ 55,900 Legal -Syndication $ 45,000 Construction Costs $ 2,565,000 Contractor Overhead, General Requirements and Fees (14%) $ 359,100 Financing Costs $ 575,000 Soft Costs $ 275,700 Operating Reserve $ 350,000 Developer Fee $ 2,500,000 Total Uses $ 24,675,700 2 With the investment by the Community Development Commission, the renovation budget would be increased to almost $4.4 million as shown below: Copeland Creek Proposed Rehab Summary Solar Total Exterior Total Interior Contractor Overhead, General. Reqmts. & Fees (14%) Total Renovation Budget Current Renovation & Contractor Fee Budget $ 2,924,100 $ 17,100 Shortfall $ 1,435,032 $ 8,392 Shortfall Sources: Rohnert Park CDC Investment Additional Developer Equity Total Construction Costs Total Developer Funds Rohnert Park CDC $ Construction $ per unit $ Costs $ 1,082 $ 776,064 $ 4,538 $ 1,830,205 $ 10,703 $ 1,217,531 $ 7,120 $ 535,332 $ 3,131 $ 4,359,132 $ 25,492 $ 2,924,100 $ 17,100 Shortfall $ 1,435,032 $ 8,392 Shortfall Sources: Rohnert Park CDC Investment Additional Developer Equity Total Construction Costs Total Developer Funds Rohnert Park CDC $ 1,250,000 $ 7,310 $ 185,032 $ 1,082 $ 1,435,032 $ 8,392 $ 3,109,132 $ 18,182 $ 1,250,000 $ 7,310 $ 4,359,132 $ 25,492 The proposed preliminary detailed renovation budget is attached. We very much appreciate the interest of the City of Rohnert Park CDC to create affordable housing, in particular, affordable housing for the City's senior population. We are excited to create a project the City of Rohnert Park can be proud of for many years to come. We would propose the investment by the CDC would be in the form of a loan to the partnership with the following terms: Loan Amount: $1,250,000. Loan Term: 55 years (coincides with the term of the affordable housing restrictions). Interest Rate: 1% simple interest. Security/Payments: Fully subordinated to first mortgage and any partnership loans, liabilities, deferred fees and partner advances; payments from cash flow only. Assumable: Yes Please let me know what other information you may need to process this request. We look forward to working with you on this loan. Thanks for your help. Sincerely, Chris Porter 3 - Copeland Creek Proposed Renovation Budget Exterior & Solar Costs Total Cost New Roofs $ 350,000 Exterior Painting $ 57,600 New Siding $ 382,925 Solar Power (net of PG&E rebate) $ 776,064 Hot Water Heaters $ 46,080 Wood Repair $ 34,560 Parking Lot Slurry/Stripe $ 92,160 Signage $ 23,040 Pool & Deck Re -surface, Pergola, Furniture $ 57,600 Re -Model Office & Community Room $ 57,600 Repair Second Story Landings $ 36,864 Landscaping & Repair Sprinkler System $ 115,200 Concrete/ADA Work $ 34,560 Exterior Lighting $ 34,560 Windows & Exterior Doors -Phase 1 $ 288,576 Re-route Plumbing $ 115,200 Exterior Contingency $ 103,680 Total Exterior & Solar Costs $ 2,606,269 Interior Costs Total Cost Office & Community Room Furniture/Tools/Laundry Machines $ 69,120 Refers $ 6,480 Stove $ 22,464 Microwaves $ 23,962 Hood Vents $ 4,320 Paint $ 108,000 Lights $ 49,248 KitchenFaucets $ 18,714 Kitchen Sinks $ 8,323 Bath & Kitchen Angle Stops $ 21,669 Bath Faucet $ 15,759 Bath Sinks $ 38,431 Tub hardware $ 19,699 Countertops $ 79,200 Carpets $ 108,000 Vinyl $ 72,000 Cabinet Replacement $ 316,800 HVAC Furnace (replace old ones) $ 45,677 White Sockets & Covers $ 42,750 Vertical Blinds $ 42,750 Closet/Pantry System $ 4,200 GFIs $ 13,125 Smoke detectors $ 6,840 Interior Contingency $ 80,000 Total Interior Costs $ 1,217,631 F® Meeting Date: Department: Submitted By: CITY OF ROHNERT PARK COUNCIL AGENDA ITEM TRANSMIT'T'AL July 11, 2006 Community Development Department Ron Bendorff, Director of Community Development Submittal Date: July 5, 2006 Agenda Title: Files PL2003-002RZ/DA. PL2006-009RZ - Prezoning and Development Agreement Ordinances for the University District Specific Plan Requested Council Action: Waive second reading and Adopt the following: 1. Prezoning of property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-253-007, 045-253-009 through -012, portion of 045-253-018, '045-262-001 through -004, 047-131-019, and 047-131-024 through -027) to Specific Plan District (SP); 2. Prezoning property located on the east side of Snyder Lane, north of Hinebaugh Creek (APN 045-253-014, 045-253-017, and portion of APN 045-253-018) to Public/Institutional District (P-1); and 3. Approval of a Development Agreement for a Specific Plan for the University District on property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-262- 001 through -004, 0.47-131-019, and 047-131-024 through -027) Summary: On May 23, 2006, the City Council voted 5-0 to waive the first reading and introduce three ordinances related to the University District, Specific Plan. Staff is requesting that the Council now waive the second reading and adopt the Ordinances. Enclosures: 1. Ordinance Prezoning property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045- 253-007, 045-253-009 through. -012, portion of 045-253-018, 045-262-001 through -004, 047-131- 019, and 047-131-024 through -027) to Specific Plan District (SP); 2. Ordinance Prezoning property located on the east side of Snyder Lane, north of Hinebaugh Creek (APN .045-253-014, 045-253-017, and portion of APIA 045-253-018) to Public/Institutional District (I,_1); and 3. Ordinance approving a Development Agreement between the City of Rohnert Park, University District LLC, and Vast Oak Properties LP for development of the property located on each side of Hinebaugh Creek, east of the current City limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (APN 045-262-001 through -004, 047-131-019, and 047-131-024 through -027) CITY ATTORNEY'S REVIEW: Relevant documents for this agenda item have been reviewed and approved as to form by the City Attorney. CITY MANAGER'S RECOMMENDATION: () Consent Item ti� Regular Time *) Approval () Public Hearing Required ( ) Not Recommended () tt d with ()Policy Determination by Council ( ) City Comments: City Manager's Signature: Date:Oro JH -S:05 -b 11 ORDINANCE NO. 759 AN' ORDINANCE OF THE CITY OF ROHNERT PARK, CALIFORNIA,. PR:EZONING PROPERTY LOCATED ON EACH SIDE OF HINEBAUGH CREEK, EAST OF THE CURRENT CITY LIMITS, SOUTH OF KEISER AVENUE, WEST OF PETALUMA HILL ROAD, AND NORTH OF COPELAND CREEK (APN 045-253-007,,045-253-009 THROUGH —012, PORTION OF 045-253-0181, 045-262-001 THROUGH -004, 047-131-019, AND 047-131-024 THROUGH -027) TO SPECIFIC PLAN DISTRICT (SP) THE CITY COUNCIL OF THE CITY OF. ROHNERT PARK, CALIFORNIA, does hereby ordain as follows: Section 1. Findiny_s. The City Council makes the following findings per Rohnert Park Municipal Code Section 17.25.073, to wit: 1. That the proposed prezoning is consistent with the General. Plan. The General Plan designation for the project site is currently Mixed Use, High -Density Residential, Medium -Density Residential, Low -Density Residential, Estate Residential, Open Space, Park, and Public/Institutional. Subsection 17.06.300 of the Rohnert Park Municipal Code states that a Specific Plan District shall apply to an area designated in the General Plan as appropriate for a Specific Plan. The University District is identified in the General Plan as a Specific Plan Area; therefore the proposed prezoning would be consistent with this direction. 2. That the proposed prezoning will be beneficial to and not detrimental to the public health, safety, or welfare. The prezoning will allow the University District Specific Plan to be implemented to meet the goals of the General Plan concerning this property. The ultimate development of the site would be of benefit to the City in that it would allow for .additional residential and commercial development in a pedestrian friendly setting. 3. That with the proposed prezoning, adequate and available sites remain to mitigate the loss of any residential density on the subject property to accommodate the City's. "Fair Share" regional housing needs used by the State Department of Housing and Development in determining compliance with Housing Element Law pursuant to Government Code Section 65863(b). The prezoning would allow the future annexation and development of the site with residential uses that would help the City meet the Quantified Objectives listed in the City's Housing Element of the General Plan. 4. That a duly noticed public hearing has been held to receive and. consider public testimony regarding the proposed prezoning. Duly noticed public hearings regarding this. Prezone application were held by the Planning Commission on .April 13, 2006 and April 27, 2006, with the Planning Commission discussion continued to May 11, 2006, and by the City Council on May 23, 2006: 5. The City Council has certified the Final Envirorunental Impact Report for this project and has otherwise carried out all of the requirements of the California Environmental Quality Act. Section 2. Prezoning Based on the findings set forth in the preceding section -Section 1, the City Council ordains that the official prezone adopted for Assessor's Parcel Numbers 045-253-007, 045-253-009 through —012, a portion of 045-253-018, 045-262-001 through -004, 047-131-019, and 047-131-024 through -027, consisting 'of 15 parcels containing approximately 297 acres in area located on each side of Hinebaugh Creek, east of the current city limits, south of Keiser Avenue, west of Petaluma Hill Road, and' north of Copeland Creek) shall be Specific Plan District (SP), as depicted on the map attached hereto as (Exhibit "A") and by reference thereto incorporated herein. Section 3. Effective Date This ordinance shall be in full force and effective 30 days after its adoption, and shall be published or posted as required by law. This ordinance was introduced on the 23rd day of May, 2006 and DULYAND REGULARLYADOPTED this_th day of , 2006 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 2 CITY OF ROHNERT PARK Mayor Tim Smith W OAP�- I , -R-u- a,! C-dat b i tWRW 3*u Duda NWW,, EE AND COTATI-ROHNERT :HOOL DISTRICT PROPERTIES iAD BOUNDARY SURVEY$. THIS TIME. 'IS SHOWN AS REFERENCE D BOUNDARY Wt" BE L MAP. EXHIBIT "A" BOUNDARIES UNIVERSITY DISTRICT SPECIFIC PLAN -ROHNERT PARK CALIFORNIA ORDINANCE NO. 760 AN ORDINANCE OF THE CITY OF ROHNERT PARK, CALIFORNIA, PREZONING PROPERTY LOCATED ON THE EAST SIDE OF SNYDER LANE, NORTH OF HINEBAUGH CREEK (APN 045-253-014, 045-253-017, AND PORTION OF APN 045-253-018) TO PUBLIC/INSTITUTIONAL DISTRICT -(P -I) THE CITY COUNCIL OF THE CITY OF ROHNERT PARK, CALIFORNIA, does hereby ordain as follows: Section 1. FindinVs. The City Council makes .the following findings per Rohnert Park Municipal Code Section 17.25.073, to wit: 1. That the proposed prezoning is consistent with the General Plan. The General Plan designation for the Creekside Middle School site is designated Public/Institutional in the General Plan and the proposed prezoning of that property to Public/Institutional District would also be consistent with the General Plan. 2. That the proposed prezoning will be beneficial to and not detrimental to the public health, safety, or welfare. The prezoning to Public/Institutional District will recognize the project site's current land use, which is a middle school. Its continued existence is beneficial to the public health, safety, and welfare. 3. That with the proposed prezoning, adequate and available sites remain to mitigate the loss of any residential density on the subject property to accommodate the City's "Fair Share" regional housing needs used by the State Department of Housing and Development in determining compliance with Housing Element Law pursuant to Government Code Section 65863(b). The prezoning would allow . the future annexation of the site and the continuance of the existing middle school operation.. 4. That a duly noticed public hearing has been held to receive and consider public testimony regarding the proposed prezoning. Duly noticed public hearings regarding this Prezone application were held by the Planning Commission . on April 13, 2006 and April 27, 2006, with the Planning Commission .discussion continued. to May 11, 2006, and by the City Council on May 23, 2006. 5. The project is categorically exempt from the California Environmental Quality Act, pursuant to California Code of Regulations, Title 14, Section 15319 (Class 19 — Annexations of Existing Facilities and Lots for Exempt Facilities). Section 2. Prezonin� Based on the findings set forth in the preceding section -Section 1, the City Council ordains that the official prezone adopted for Assessor's Parcel Number APN 045-253-014, 045-253-017, consisting of two (2) parcels containing approximately 0.4 acre and a portion of APN 045-253-018 containing approximately 38.4 acres in area located on the east side of Snyder Lane, north of Hinebaugh Creek shall be "Public/Institutional District" (P -f), as depicted on the map attached hereto as (Exhibit "A") and by reference thereto incorporated herein. Section 3. Effective Date This ordinance shall be in full force and effective 30 days after its adoption, and shall be published or posted as required by law. This ordinance was introduced on the 23rd day of May, 2006 and DULYAND REGULA RL Y ADOPTED this_th day of , 2006 by the following vote: . , AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk APPROVED AS TO FORM: CITY OF ROHNERT PARK Mayor Tim Smith jzw-�w- City Attorney 2 KEISER'AVENUE w. z Q . J w z CREEKSIDE MIDDLE SCHOOL SITE U) PORTION OF APN 045-253-018 HINEBAUGH CREEK t .APN 045-253-014 APN 045-253-017 PREZONE OF CREEKSIDE MIDDLE SCHOOL SITE EXHIBIT "A" e ORDINANCE NO. 761 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ROHNERT PARK, UNIVERSITY DISTRICT LLC, AND VAST OAK. PROPERTIES L.P. FOR DEVELOPMENT OF THE PROPERTY LOCATED ON EACH SIDE OF HINEBAUGH CREEK, EAST OF THE CURRENT CITY LIMITS, SOUTH OF KEISER AVENUE, WEST OF PETALUMA HILL ROAD, AND NORTH OF COPELAND CREEK (APN 045-262-001 THROUGH -004, 047-131-019, AND 047-131-024 THROUGH -027) WHEREAS, Government Code Sections 65864 and following authorize the City of Rohnert Park to enter into development agreements which will provide certainty, definition and commitment to developers as well as to necessary public improvements required by development; WHEREAS, University District, LLC, and Vast Oak Properties L.P. (collectively, "Developer") submitted applications to the City of Rohnert Park for a General Plan Amendment, Specific Plan, rezoning, tentative maps, development area plans, and annexation of certain properties consisting of approximately 258.75 acres, located on each side of Hinebaugh Creek, east of the current city limits, south of Keiser Avenue, west of Petaluma Hill Road, and north of Copeland Creek (the "Property"); WHEREAS, the proposed applications would allow development of the Property, which includes approximately 26 estate residential units, 320 low-density residential units; 537 medium -density residential units, 612 high-density residential units, 150 mixed use units, and 175,000 square feet of commercial space (the "Project"); WHEREAS, in connection with the Project, Developer and City staff have negotiated a proposed development agreement ("Development Agreement") in accordance with the requirements of Government Code Sections 65864 and following and Chapter 17.21, "Development Agreement Procedure," of the Rohnert Park Municipal Code, for the parcels described in Exhibits B-1 and B-2 of the Development Agreement (APN 045-262-001 through - 004, 047-131-019, and 047-131-024 through-025)(the "Development Agreement Parcels"); WHEREAS, the Development Agreement, among other things, sets forth the effective date and term of the agreement; permitted uses of the Development Agreement Parcels; densities of uses; . applicable fees; applicable rules, regulations and policies; required infrastructure improvements; affordable housing obligations; prevailing wage rules; provisions on amendments, annual review and default; and other miscellaneous provisions; WHEREAS, in Resolution No. 2006-15, the Planning Commission recommended that the City Council approve the Development Agreement; 925582v1 80078/0012 WHEREAS, in Resolution No.. 2006-141, the City Council certified an Environmental Impact Report for the Project, including the Development Agreement; WHEREAS, the City Council has voted to approve the General Plan Amendment, Specific Plan and Design Guidelines, and pre -zoning; WHEREAS, the proposed Development Agreement is consistent with the General Plan Amendment, Specific Plan and Design Guidelines, and pre -zoning; WHEREAS, a public hearing' on the proposed Development Agreement was noticed as required by law; and WHEREAS, the City Council held the public hearing on the Development Agreement on May 23, 2006 and on said date, the Public Hearing was. opened, held and closed. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROHNERT PARK, AS FOLLOWS: Section 1. This Ordinance incorporates, and by this reference makes a part hereof, that certain Development Agreement, substantially in the form on file with the City Clerk, by and between the City of Rohnert Park, and Developer, relative to the Project. Section 2. This Ordinance is adopted under the authority of the Government Code Section 65864, et seq. and pursuant to the provisions of the Chapter 17.21 of the Rohnert Park Municipal Code establishing procedures and requirements for consideration of development agreements pursuant to Government Code Section 65864, et seq. Section 3. The City Council finds and determines that: A. Duly noticed public hearings regarding the Development Agreement were held by the Planning Commission on April 13, 2006 and April 27, 2006, with the Planning Commission discussion continued to May 11, 2006. B. A duly noticed public hearing regarding the Development Agreement was held by the City Council on May 23, 2006. C. The proposed Development Agreement is consistent with both the City's General Plan and the University District Specific Plan and would direct the Project's development in an orderly manner that benefits. the City. D. The City Council has certified the Final Environmental Impact Report for the Project and has otherwise carried out all of the requirements of the California Environmental Quality Act at Pub. Res. Code Section 21080 and following. 2 925582v1 80078/0012 Section 4. Based on the findings set forth in this Ordinance and the evidence in the staff report, the City Council hereby approves the Development Agreement, substantially in the form on file with the City Clerk, subject to minor and clarifying revisions approved by the City Attorney. Section 5. The City Manager is hereby authorized and directed to execute the Development Agreement on behalf of the City of Rohnert Park. Section 6. The City Manager. or his or her designee is hereby authorized and directed to perforin all acts required to be performed by the City in the administration and implementation of the Development Agreement, including, without limitation, reviewing the Development Agreement on annual basis, approving assignments and executing other agreements or. documents necessary to carry out the purposes of the Development Agreement. Section 7. This Ordinance shall take effect thirty .(30) days following its final passage. The City Clerk shall cause this Ordinance to be posted or published pursuant to the requirements of Government Code Section 36933. Section 8. Within ten (10) days after the date upon which the City Manager executes the Development Agreement on behalf of :the City, the City Clerk shall record the Development Agreement and this Ordinance with the County Recorder of the County of Sonoma. Section 9. If any part of this Ordinance, or the Development Agreement which it approves, is held to be invalid for any reason, such decision shall not affect the validity of the remaining portion of this Ordinance or of the Redevelopment Agreement, and the City Council hereby declares that it would have passed the remainder of the Ordinance, or approved the remainder of the Redevelopment Agreement, if such invalid portion thereof had been deleted. This ordinance was introduced on the 23rd day of May, 2006 and DULY AND REGULARLY ADOPTED this th day of , 2006 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk 3 925582v1 80078/0012 CITY OF R ARK Mayor Tim Smith APPROVED AS TO FORM: it Attorney •1� I hereby certify that the foregoing Ordinance No. was introduced on and adopted at a regular meeting of the Rohnert Park City Council on , by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: City Clerk C! 925582vl 80078/0042 MHA Devised Draft 05/18/06 RECORDING REQUESTED BY .AND WHEN RECORDED RETURN TO: City of.Rolinert Park 6750 Commerce Boulevard 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 DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF ROHNERT PARK AND UNIVERSITY DISTRICT LLC AND VAST OAK PROPERTIES L.P. 886165v7G 80078/0016 TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS.................................................................................... 5 Section1.01 Definitions................................................................................. ARTICLE 2. EFFECTIVE DATE AND TERM...................................................................12 Section2.01 Effective Date..................................................................................................12 Section 2.02 Termination for Failure to Annex....................................................................12 Section2.03 Term.................................................................................................................12 Section 2.04 Project Integration...............................................:............................................13 Section 2.05 Developer Representations and Warranties......:.............................................14 ARTICLE 3. DEVELOPMENT OF PROPERTY................................................................14 Section3.01 Vested Rights..................................................................................................14 Section3.02 Applicable Law..; ............................................................................................. 14 Section 3.03 Development Timing....................................................:..................................15 Section 3.04 Intentionally Omitted.............................................:.........................................15 Section 3.05 Issuance of Building Permits In Accordance with City's Growth.Management Program................................:........................................15 Section 3.06 Reservations of Authority................................................................................16 Section 3.07 Regulation by Other Public Agencies..........................:...........................:.......17 Section 3.08 Life of Project Approvals.................................................................................17 Section 3.09 Vesting Tentative Maps......................:...........:...........:....................................17 Section 3.10 Developer's Right to Rebuild...................:.......................................................17 Section 3.11 No Conflicting City Enactments......................................................................I 8 Section 3.12 Initiatives and Referenda.................................................................................19 Section 3.13 Environmental Mitigation................................................................................19 Section3.14 Subdivision Maps................................................................................I........-....19 Section 3.15 State and Federal Law......................................................................................20 ARTICLE 4. FINANCING AND PUBLIC IMPROVEMENTS..........................................20 Section 4.01 Taxes, Assessments, Fees and Exactions...........................:.............................20 Section 4.02 Regional Traffic Improvement Fee..................................................................22 Section 4.03 Public Facilities Financing Plan.......................................................................23 Section 4.04 Community Facilities District..........................................................................24 Section 4.05 Assessment Districts........................................................................................ 28 Section 4.06 Maintenance Annuity . ................................................ .......................... ...........-29 Section 4.07 Financing Mechanisms for Private Improvements..........................................29 Section 4.08 Pedestrian Bridges and Paths...........................................................................30 Section 4.09 Roadway Improvements ................................. Section 4.10 City Dedication and Acquisition Parcels.........................................................32 Section 4.11 Park Improvements.............................:............................................................35 Section 4.12 Entrance Monuments.......................................................................................36 Section 4.13 Acquisition of Land Owned by Third Parties...............................:..................36 Section 4.14 Reimbursement of Specific Plan Costs............................................................36 Section 4.15 City's Option to Complete Off -Site Public Improvements......:....:..................37 1 8861650G 80078/0016 TABLE OF CONTENTS (continued) Page ARTICLE 5. DEVELOPMENT STANDARDS and REQUIREMENTS- ......................... 37 Section 5.01 Compliance with State and Federal Law.........................................................37 Section 5.02 Prevailing Wage Requirements........................................................................37 Section 5.03 Green Building and Smart Growth..................................................................38 Section5.04 Public Art Fee..................................................................................................38 Section 5.05 Intentionally Omitted.......................................................................................39 Section 5.06 Sale Tax Point of Sale Designation.................................................................39 Section 5.07 Affordable Housing Plan.................................................................................39 Section 5.08 Intentionally Omitted.......................................................................................39 Section 5.09 Commercial Core.............................................................................................40 ARTICLE 6. MORTGAGEE PROTECTION......................................................................42 Section 6.01 Mortgagee Protection.......................................................................................42 Section 6.02 Mortgagee Not Obligated................................................................................42 Section 6.03 Notice of Default to Mortgagee.......................................................................42 ARTICLE 7. COOPERATION AND IMPLEMENTATION......:........................................43 Section 7.01 Subsequent Project Approvals.........:................................................................43 Section 7.02 Processing Applications for Subsequent Project Approvals ............................43 Section 7.03 Administration of Subsequent Project Approvals............................................44 Section 7.04 Changes and Amendments to Project Approvals.............................................45 Section 7.05 Other Government Permits..............................................................................46 Section 7.0.6 Mitigation Measures........................................................................................46 Section 7.07 Cooperation in the Event of Legal Challenge..................................................46 ARTICLE 8. ASSIGNMENT, TRANSFER AND NOTICE................................................47 Section8.01 Assignment......................................................................................................47 Section 8.02 Right to Assign ...................................................... Section 8.03 Release of Transferring Developer..................................................................48 ARTICLE 9. DEFAULT; REMEDIES; TERMINATION...................................................49 Section9.01 Breach..............................................................................................................49 Section9.02 Default..............................................................................................................50 Section 9.03 Withholding of Permits....................................................................................50 Section9.04 Remedies..........................................................................................................50 Section9.05 Periodic Review...............................................................................................50 Section 9.06 Enforced Delay; Extension of Time of Performance.......................................52 Section 9.07 Resolution of Disputes.....................................................................................53 Section 9.08 Surviving Provisions........................................................................................53 Section 9.09 Indemnity and Hold Harmless.........................................................................53 ARTICLE 10. MISCELLANEOUS PROVISIONS...........:....................................................53 Section 10.01 Incorporation of Recitals and Introductory Paragraph.....................................53 Section10.02 Findings..............................................:..................................:..........................53 Section 10.03 Severability ................. ........53 Section10.04 Construction......................:..............................................................................54 Section 10.05 Joint and Several Obligations.....................................:....................................54 ii 886165v76 80078/0016 TABLE OF CONTENTS (continued) Page Section 10.06 Covenants Running with the Land...................................................................54 Section10.07 Notices.............................................................................................................54 Section 10.08 Entire Agreement, Counterparts and Exhibits.................................................56 Section 10.09 Recordation Of Development Agreement.......................................................56 Section 10.10 No Joint Venture or Partnership......................................................................56 Section10.11 Waivers.....................................................................................................56 Section 10.12 California Law.................................................................................................56 886165v7G 80078/0016 LIST OF EXHIBITS: Exhibit A Site Map of l"rope-rt% Exhibit B -I Legal Description of UD I -LC Property Exhibit B-2 Legal Description of Vast Oak Property Exhibit C Intentionally Omitted Exhibit D Affordable Housing Plan Exhibit E Water Tank Site Legal Description Exhibit F Crane Creek Trail Easement Area IV 886165v7G 80078/0016 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of the day of 2006, 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 referred to herein as a "Party" and collectively as "Parties. " RECITALS A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted California Government Code § 65864 et seg. ( "Development Agreement Statute"), which authorizes City to enter into an agreement with any person having a legal or equitable interest in real property regarding the development of such property. B. Pursuant to California Government Code §65865, City has adopted procedures and requirements for the consideration of development agreements (City Municipal Code Chapter 17.21). This Agreement has been processed, considered and executed in accordance with such procedures and requirements. C. UD is the fee owner of that certain real property consisting of approximately 34.34 acres within unincorporated Sonoma County proposed to be annexed by City, which is depicted on the Site Map attached hereto as Exhibit A, and legally described in Exhibit B-1 attached hereto ("UD LLCProperty"). D. VO is the fee owner of that certain real property consisting of approximately 224.41 acres within unincorporated Sonoma County proposed to be annexed by City, located directly across from the UD LLC Propertyon the north side of Rohnert Park Expressway, which is depicted on the Site Map attached hereto as Exhibit A, and legally described in Exhibit B-2 attached hereto ("Vast Oak Property"). The UD LLC Property and Vast Oak Property are collectively referred to herein as the "Property. " E. Developer proposes to develop on the Property a fully physically integrated, mixed-use, pedestrian oriented community providing diverse residential opportunities as well as a commercial center with a public plaza, parks, open space, other public amenities and infrastructure, including on- and off-site public improvements ("Project!'), in the manner described in City's 2000 General Plan, as amended through the Effective Date ( "General Plan ") and the University District Specific Plan ( "Specific Plan"), and in compliance with City's Public Facilities Finance Plan, as it may be 886165v7G 80078/0016 amended from time to time ("PFFP"). The Project is comprised of nine sub -areas; each of which is described in the Specific Plan and shown on the Site Map attached as Exhibit A and more particularly described in Section 1.01 below: UD 1, VO 1, VO 2, VO 3, VO 4, VO 5, VO 6, the Commercial Core and Twin Creeks Park (collectively, the "Project Components"). F. Prior to approval of this Agreement, City has taken numerous actions in connection with the development of the Project on the Property. These include: 1. Environmental Impact Report. The environmental impacts of the Project, including the Existing Project Approvals and alternatives to the Project and its location, have properly been reviewed and assessed by City pursuant to the California Environmental Quality Act, California Public Resources Code Section 21000 et seq.; California Code of Regulations Title 14, Section 15000 et seq. ("CEQA Guidelines"); and City's local guidelines promulgated thereunder (hereinafter collectively referred to as "CEQA "). On , 2006, pursuant to CEQA and in accordance with the recommendation of City's Planning Commission (the "Planning Commission "), the City Council of City ("City Council") certified an Environmental Impact Report for the Specific Plan ("EIR" ). As required by CEQA, City adopted written findings and a Mitigation Monitoring and Reporting Program ("MMRP") on . 2006, pursuant to Resolution No. 2. General Plan Amendment. On , 2006, in accordance with the, recommendation of the Planning Commission, the City Council adopted Resolution , amending the General Plan. . 3. Specific Plan/Prezoning. On 2006, in accordance with the recommendation of the Planning Commission, the City Council adopted Ordinance No. approving the Specific Plan, which covers the entirety of the Property as well as certain additional parcels located adjacent to the Vast Oak Property as shown in the Specific Plan. The Specific Plan also constituted prezoning for the Property and the Additional Parcels in accordance with City Municipal Code section 17.06.290. 4. Tentative Maps and Design Guidelines. On , 2006, in accordance with the recomnrlendation of the Planning Commission, the City Council approved Tentative Map No. for the UD LLC Property ("UI) Tentative Map"), Tentative Map No. for the Vast Oak Property ("VO Tentative Map"), and the University District Design Guidelines for the Project. 5. Development Area Plans. On , 2006, in accordance with the recommendation of the Planning Commission, the City Council approved Development Area Plans for UD 1 and VO 1. The approvals and development policies described in this Recital F are collectively referred to herein as the "Existing Project Approvals. " 2 8861 65v7 80078/0016 G. Subsequent to approval of this Agreement; City anticipates that applications for additional land use approvals, entitlements, and permits will be submitted to implement and operate the Project (the "Subsequent Project Approvals H. This Agreement furthers the public health, safety and general welfare in that the provisions of this Agreement are consistent with the General Plan, as amended, and the Specific Plan. For the reasons recited herein, City and Developer have further determined that the -Project is a development for which this Agreement is appropriate. This Agreement will eliminate uncertainty regarding Existing Project Approvals and Subsequent Project Approvals, thereby encouraging planning for, investment in and commitment to use and development of the Property.. Continued use and development of the Property in accordance with this Agreement is anticipated to, in turn, provide the following substantial benefits and contribute to the provision of needed infrastructure for area growth, thereby achieving the goals and purposes for which the Development Agreement Statute was enacted: 1. Provide for the orderly development of the Property and the surrounding community. 2. Contribute to the balanced land -use base anticipated by the General Plan and provide an effective connection between City and Sonoma State University. 3. Result in the construction of a minimum number of Affordable Units equal to 15% of the total number of market rate residential units and Affordable Units within the Project (approximately 218 deed -restricted Affordable Units if 1,454 total.Project units are approved), plus an additional approximately 126 deed -restricted affordable Second Units, for a total of approximately 344 Affordable Units and affordable Second Units (.which represents almost 24% of the total number of market rate residential units and Affordable Units within the Project). 4. Provide infrastructure improvements that will benefit the Property and the surrounding community. 5. Provide needed market -rate housing to help meet current local housing demand as well as anticipated future demand for housing. 6. Provide open space, parks and recreational improvements and. amenities that will benefit future property owners.and the surrounding community. 7. Provide up to 175,000 gross square feet of neighborhood serving commercial, retail, office and public facilities space and associated on-site parking. 8. Ensure, through required funding of the Maintenance Annuity (as defined below) and payment of fees as required by the PFFP ("PFFP Fees"), that the residential component of the Project does not negatively impact City's ability to provide for and fund necessary capital improvements and services and that the Project meets 3 886165v7G 80078/0016 General Plan Growth Management and Open Space goals and policies, including GM -F, GM -H, GM -9, GM -13, OS -H, EC -10 and 110-3. 1. The Parties intend through this Agreement to allow the Developer to develop and operate the Project in accordance with the Existing Project Approvals and the Applicable Law (as defined below), and that any Subsequent Project Approvals and the imposition of any new impact fees, other fees; or monetary and non -monetary exactions should be governed by the terns of this Agreement. J. As provided in this Agreement, the Parties intend to work in good faith to establish a community facilities district ("CFI") pursuant to the Mello -Roos Community Facilities Act of 1982 (Government Code sections 5331 1 el seq.) ("Mello -Roos Act") over and including the Property capable of levying special taxes in the CFD under the Mello -Roos Act to finance, directly and/or by issuance of special tax bonds, the construction and/or acquisition of certain Public Benefit Facilities needed in connection with the Project and as identified in Section 4.04.B. The financing of such items through a Mello -Roos Community Facilities District fulfills the express legislative goals of the Development Agreement Statute: it strengthens the public planning process by linking development rights to financing of public facilities; it encourages participation by private landowners in the comprehensive planning required by Mello -Roos financing; it reduces economic risk and costs of development by spreading the costs of needed facilities over time and among subsequent purchasers; and it allows Developer, in exchange for voluntary participation in Mello -Roos financing, to proceed with development in accordance with existing City policies, rules and regulations. The parties acknowledge that the availability of long-term, tax-exempt bond financing under the Mello -Roos Act is critical to the financial success of the Project, and that without the ability to obtain such financing for the Public Benefit Facilities, Developer will not be able to proceed with the Project described in this Agreement. K. As provided in this Agreement, the Parties intend to provide for City Council and Developer to cooperate in the levy of Special Taxes within the boundaries of the CFD, and the sale of bonds by the CFD to finance the Public Benefit Facilities. Unless the context otherwise requires, references to "City" in connection with any actions under the Mello -Roos Act shall include the CFD as legally constituted by City (alone or jointly with any other local agency, including any school district in which the Project is located). L. The City Council has found that this Agreement is consistent with the General Plan, as amended pursuant to Resolution , and the Specific Plan, and has conducted all necessary proceedings in accordance with the City's rules and regulations for the approval of this Agreement. M. On , 2006, the City Council, at a duly noticed public .hearing, adopted Ordinance No. , approving and authorizing the execution of this Agreement. 4 886165v7G 80078/0016 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: ARTICLE 1. DEFINITIONS Section 1.01 Definitions. "Additional Parcels" shall have the meaning set forth in Section 3.05. "Adjustment Date" shall have the meaning set forth in Section 4.06. "Administrative Project Amendment" shall have the meaning set forth in Section 7.04. "Advanced Costs" shall have the meaning set forth in Section 4.04. "Affiliated Party" shall have the meaning set forth in Section 8.02. "Affordable Apartment" shall mean one of the individual apartments to be constructed within the Affordable Apartment Complex and rented to a Low Income Household or Very Low Income Household at an Affordable Rent. "Affordable Apartment Complex" shall mean the affordable apartment complex to be constructed within VO 5 in accordance with the Affordable Housing Plan and plans and specifications approved by the City. Such complex shall consist of approximately 110 units so long as a total of 1,454 market rate residential and Affordable Units are approved within the Project. Should a lesser number of total Project units be approved, Developer shall construct an affordable apartment complex that, in concert with other Affordable Units in the Project, will meet the minimum 15% affordable requirement. "Affordable Condominium" means a condominium to be sold to a Moderate Income Household at an Affordable Sales Price, as set forth in the Affordable Housing Plan. "Affordable Housing Plan" shall have the meaning set forth in Section 5.07. "Affordable Rent" shall mean (1) monthly rent that does not exceed 30 percent of 80. percent. of Median Income for a Low Income Household, less a reasonable allowance for utilities, and (2) monthly rent that does not exceed 30 percent of 50 percent of Median Income for a Very Low Income Household, less a reasonable allowance for utilities. Affordable Rent shall be based on presumed occupancy levels of one person in a studio unit, two persons in a one -bedroom unit, three persons in a two-bedroom unit, and one additional person for each additional bedroom thereafter. 5 8861 65v7 80078/0016 "Affordable Sales Price" shall mean the maximum purchase price that will ensure that the Owner -Occupied Monthly Housing payment is equal to or less than one -twelfth of 30 percent of income for the specified target income household. Affordable Sales Price shall be based upon presumed occupancy levels of one person in a studio unit, two persons in a one -bedroom unit, three persons in a two-bedroom unit, and one additional person for each additional bedroom thereafter. "Affordable Units" means the Affordable Apartments, Affordable Condominiums and Commercial Core Affordable Units to be rented or sold as set forth in the Affordable Housing Plan. "Agreement" shall have the meaning set forth in the introductory paragraph preceding the Recitals. "Annual Household Income" shall mean the combined gross income of all adult persons living in the Affordable Unit, as calculated for the purpose.of the Section 8 program under the United States Housing Act of 1937, as amended, or its successor. "Apartment Site" shall mean that approximately four -acre parcel within VO 5 at a location approved by the City and designated on the VO Tentative Map on which the Affordable Apartment Complex will be constructed. "Applicable Lain" shall have the meaning set forth in Section 3.02. "Architect Fees" shall have the meaning set forth in Section 4.01. "Assignee" shall have the meaning set forth in Section 8.02. "CC&Rs" shall have the meaning set forth in Section 5.09. "CE QA" shall have the meaning set forth in Recital F. "CEQA Guidelines" shall have the meaning set forth in Recital F. "CFD" shall have the meaning set forth in Recital J. "CFD Bonds" shall have the meaning set forth in Section 4.04. "Changes in the Law" shall have the meaning set forth in Section 3.15. "City" shall have the meaning set forth in the introductory paragraph preceding the Recitals. "City Council" shall have the meaning set forth in Recital F. "City Law" shall have the meaning set forth in Section 3.11. ".City Manager" means the City Manager of the City. 6 886165v7G 80078/0016 "Commercial Core" means the neighborhood serving commercial/retail development, including a.minimum of 35 Commercial Core Affordable Units located above the Phase I Commercial Core retail/commercial space, consisting of up to 175,000 gross square feet of retail, commercial, office and public facilities such as child cage and public safety operations, and ancillary on-site public and private improvements, including the plaza area immediately to the South of Twin Creeks Park as depicted on the Site Map and as further described in the Specific Plan and Affordable Housing Plan. The Commercial Core is anticipated to be developed in two phases: the Phase 1 Commercial Core, which shall include the buildings along the commercial area "plaza" (currently six buildings are proposed); including the corners of Rohnert Park Expressway and the North-South Connector Roadway, and contain at least 50,000 gross square feet of space; and the Phase 2 Commercial Core, which shall consist of the balance of the Commercial Core, up to a total of 175,000 gross square feet. "Commercial Core Affordable Units" shall mean those 50 affordable units to be constructed within VO 2 and VO 4 in.accordance with plans and specifications approved by the City and the Affordable Housing Plan, including a minimum of 35 Commercial Core Affordable Units located above the Phase l Commercial Core retail/commercial space, which shall be designated as Commercial Core Affordable For -Sale Condos or Commercial Core Affordable Rental Condos/Apartments prior to approval of the VO 2 and VO 4 final maps. "Commercial Core Affordable For -Sale Condos" shall mean those Commercial Core Affordable Units designated by Developer to be sold to Moderate Income Households at an Affordable Sales Price in accordance with the Affordable Housing Plan. "Commercial Core Affordable Rental Condo/Apartments" shall mean those Commercial Core Affordable Units designated by Developer to be rented to Low Income Households at an Affordable Rent in accordance with the Affordable Housing Plan. "Community Development Director" means the Community Development Director of the City. "Consultant Fees" shall have the meaning set forth in Section 4.01. "Consumer Price Index" shall have the meaning set forth in Section 4.06. "Crane: Creek Trail Easement Area" means the trail easement area depicted and described in Exhibit F attached hereto. "Cultural Arts Commission" means the City of Rohnert Park Cultural Arts Commission. "Cure Period" shall have the meaning set forth in Section 9.01. "Default" shall have the meaning set forth in Section 9.02. 7 886165v7G 80078/0016 "Developer" means UD and VO, jointly and severally. "Development Agreement Statute" shall have the meaning set forth in Recital A. "I jfective Date" shall have the meaning set forth in Section 2.01. "EIR" shall have the meaning set forth in Recital F. "Eligible Cost" shall have the meaning set forth in Section 4.03. "Existing Project Approvals" shall have the meaning set forth in Recital F. "Extended Cure Period" shall have, the meaning set forth in Section 9.01. "Extended Term" shall have the meaning set forth in Section 2.02. "Federal/State Compliance Fees" shall have the meaning set forth in Section 4.01. "Fiscal Impact Report" means the City of Rohnert Park - University District Specific Plan Area Fiscal Impact Analysis prepared by Goodwin Consulting Group dated , a copy of which is on file in the offices of the City. "General Plan" shall have the meaning set forth in Recital E. "Growth Management Program" shall have the meaning set forth in Section 3.05. . "Household" means one person living alone or two or more persons sharing residency. "Initial Term" shall have the meaning set forth in Section 2.02. "Low Income Household" means a Household with an Annual Household Income of up to 80 percent of Median Income. "Maintenance Annuity" shall have the meaning set forth in Section 4.06. "Median Income" means the median income, adjusted for family size, applicable to Sonoma County as published annually pursuant to Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the United States Department of Housing and Urban Development ("HUD"). In the event that such income determinations are no longer published or are not updated for a period of at.least 18 months by HUD, Median Income shall mean the area -wide median gross income for households in Sonoma County, adjusted for family size, as published from time to time by the California Department of Housing and Community Development ("BCD"). In the event that such income determinations are no longer published, or not updated for a period of at least 18 months, the City shall provide Developer with other income 88616506 80078/0016 determinations which are reasonably similar with respect to methods of calculation to those previously published by HUD or HCD. "Mello -Roos Act" shall have the meaning set forth in Recital J. "Moderate Income Household" means a Household with an Annual Household Income of up to 120 percent of Median Income. "Mitigation Fee Act" shall have the meaning set forth in Section 4.02. "MMRP" shall have the meaning set forth in Recital F. "Mortgage" shall have the meaning set forth in Section 6.01. "Mortgagee" shall have the meaning set forth in Section 6.01. "Non -administrative Project Amendment" shall have the meaning set forth. in Section 7.04. "Other Local Agency Compliance Fees" shall have the meaning set.forth in Section 3.11. "Owner -Occupied Monthly Housing Payment" means the sum equal to the principal, interest, property taxes; homeowner's insurance and homeowner's association dues paid on an annual basis divided by 12. "Parry/Parties" shall have the meaning set forth in the introductory paragraph preceding the Recitals of this Agreement. "PF -FP" shall have the meaning set forth in Recital E. "PF -FP Fees" shall have the meaning set forth in Recital H. "Phase 1 Commercial Core" shall have the meaning set forth in Section 5.09. "Phase 2 Commercial Core" shall have the meaning set forth in Section 5.09. "Planning Commission" shall have the meaning set forth in Recital F. "Prevailing Wage Laws" shall have the meaning set forth in Section 5.02. "Processing Fees" shall have the meaning set forth in Section 4.01. "Project" shall have the meaning set forth in Recital E. "Project Approvals" shall have the meaning set forth in Section 3.01. "Project Components" shall have the meaning set forth in Recital E. 9 886165v7G 80078/0016 ".Property" shall have the meaning set forth in Recital D. Public Benefit Facilities" shall have the meaning set forth in Section 4.04. "Regional Traffic Fee" shall have the meaning set forth in Section 4.02. "Second Unit" means an attached or a detached residential dwelling unit which provides complete independent living facilities for one or more persons. It shall include permanent provisions for living, sleeping, eating, cooking and sanitation on the same parcel as a single-family dwelling is situated. "SICS" shall have the meaning set forth in Section 5.09. "Site Map" means the map of the Property depicting the various Project Components attached hereto as Exhibit A. "Social Services" shall mean on-site job training, Head Start or other social services reasonably acceptable to the City, to be provided within the Affordable Apartment Complex. "Special Tax" shall have the meaning set forth in Section 4.04. "Specialty Grocery Store" means a highest quality, specialty grocery store considered as such under general shopping center industry standards in the San Francisco Bay Area, including without limitation stores such as Andromco's, Whole Foods, Mollie Stones, Draegers, Nugget, Wild Oats and Olivers. Grocery stores located within the City as of the Effective Date, including Pacific Market (formerly Roger Wilco), shall not qualify as a Specialty Grocery Store, except to the extent the City Council determines in its discretion that the new grocery store proposed for the Commercial Core anchor space meets the quality criteria specified above and is distinctively different than the applicable existing grocery store within the City, and that operation of the new grocery store will not result in closure of such existing grocery store. "Specific Plan" shall have the meaning set forth in Recital E. "Specific Plan Processing Costs" shall have the meaning set forth in Section 4.14 "Subdivision Map Act" shall have the meaning set forth in Section 3.09. "Subsequent Project Approvals" shall have the meaning set forth in Recital G. "Subsequent Discretionary Approvals" shall have the meaning set forth in Section 7.01. "Subsequent Ministerial Approvals" shall have the meaning set forth in Section 7.01. "Term" shall have the meaning set forth in Section 2.02. 10 886165v7G 80078/0016 "Tivin Creeks Park" means the improved public park area located on the Vast Oak Property, as depicted on the Site Map and as further described in the Specific Plan. "UD" means University District LLC, a Delaware limited liability company, and its permitted successors and assigns. "UD 1" means that Project Component located on the UD LLC Property consisting of approximately 222 market rate units, 72 Second -Units and ancillary on-site public and private improvements, including a public park/private recreation area, as depicted on the Site Map and as further described in the Specific Plan and Affordable Housing Plan. "UD LLC Property" shall have the meaning set forth in Recital C. "UD Tentative Map" shall have the meaning set forth in Recital F. "Vast Oak Property" shall have the meaning set forth in Recital D. "Very Low Income Household" means a Household with an Annual Household Income of up to 50 percent of Median Income. "VO" means Vast Oak Properties L.P., a California limited partnership, and its permitted successors and assigns. "VO I " means that Project Component located on the Vast Oak Property consisting of approximately (i) 144 market rate units, (ii) 38 Affordable Condominiums and (iii) ancillary on-site public and private improvements, as depicted on the Site Map and as further described in the Specific Plan and Affordable Housing Plan. "VO 2" means that Project Component located on the Vast Oak Property . . consisting of approximately (1) 139 market rate units, (ii) 20 Affordable Condominiums, (iii) Commercial Core Affordable Units, which when combined with the Commercial Core Affordable Units to be constructed in VO 4 shall consist of 50 units, and (iv) ancillary on-site public and private improvements, as depicted on the Site Map and as further described in the Specific Plan and Affordable Housing Plan. "VO 3" means that Project Component located on the Vast Oak Property consisting of approximately (1) 245 market rate units, (ii) 42 Second Units, and (iii) ancillary on-site public and private improvements, as depicted on the Site Map and as further described in the Specific Plan and Affordable. Housing Plan. "VO 4" means that Project Component located on the Vast Oak Property consisting of approximately (i) 139 market rate units, (ii) Commercial Core Affordable Units, which when combined with the Commercial Core Affordable Units to be . constructed in VO 2 shall consist of 50 units, and (iii) ancillaryon-site public and private improvements, as depicted on the Site Map and as further described in the Specific Plan and Affordable Housing Plan.. 11 886165v7G 80078/0016 "VO 5" means that Project Component located on the Vast Oak Property consisting of approximately (i) 212 market rate units, (ii) 110 Affordable Apartments, and (iii). ancillary on-site public and private improvements, as depicted on the Site Map and as further described in the Specific Plan and Affordable Housing Plan. "VO 6" means that Project Component located on the Vast Oak Property consisting of approximately (1) 135 market rate units, (ii) 12 Second Units, and (iii) ancillary on-site public and private improvements, as depicted on the Site Map and as further described in the Specific ,Plan and Affordable }-lousing Plan. "VO Tentative Map" shall have the meaning set forth in Recital F. "Water/Sewer Fees" shall have the meaning set forth in Section 4.01. "Water Tank Property" shall have the meaning set forth in Section 4.10. "Water Tank Site" means the approximately 53.5 acre property described in Exhibit E attached hereto. ARTICLE 2. EFFECTIVE DATE AND TERM Section 2.01 Effective Date. This Agreement shall become effective upon the date that the ordinance approving this Agreement becomes effective ( "Effective Date") Section 2.02 Termination for Failure to Annex. if annexation proceedings annexing the Property to City have not been completed by June 30, 2008; and subject to the provisions of Section 9.06, this Agreement shall automatically terminate and neither Party shall have any rights or obligations hereunder except as provided in Section 9.08. Section 2.03 Tenn. The "Term" of this Agreement shall be the Initial Term together with the Extended Term. A. Initial Term. The Term of this Agreement shall commence upon the Effective Date and shall extend for a period of ten (10) years thereafter ( "Initial Term "). The Initial Term has been established by the Parties as a reasonable estimate of the time required to develop the Project, including all on- and off-site public improvements, and obtain the public benefits of the Project. B. Extended Term. Provided neither City nor Developer have terminated this Agreement, City and Developer agree that it may be mutually desirable for the Initial Term to be extended. Accordingly, Developer may request in writing that City extend the Initial Term of this Agreement for up to one (1) additional three (3) year period ( "Extended Term "). Such written request may be delivered to City not earlier than two hundred seventy (270) days nor later than one hundred twenty (120) days prior to the termination date of the Initial Term. 12 886165v7G 80078/0016 C. City Review of Request for Extended Term. Upon receipt of such request; City shall undertake a review of Developer's good faith compliance with.the terms of this Agreement in the same manner as set forth in Section 9.05 for a periodic review of this Agreement. Developer and City shall comply with the provisions of Section 9.05 with respect to such review so that it can be completed prior to the expiration of the Initial Term. City may deny, condition or shorten'the time of Developer's request for the Extended Term if, following such review, the City Council of City determines; in the exercise of its legislative discretion, any of the following: (1) Developer is in default under this Agreement or any event has occurred which with the passage of time or giving of notice or both would constitute a default by Developer hereunder; (ii) Developer has not satisfactorily completed development of Twin Creeks Park and the Rohnert Park Expressway, Keiser Avenue and Bridge Connector Road improvements as provided in Section 4.08; (iii) Developer has not fully satisfied all other material requirements and conditions of the Project Approvals (iv) Developer has failed to complete construction of and obtain certificates of occupancy for all commercial space within Phase I of the Commercial Core and all Affordable Units (not including Second Units) to be constructed within the Project; (v) Developer has failed to provide City with substantial evidence that the Phase 2 Commercial Core improvements will be completed and certificates of occupancy will be obtained within thirty-six (36) months following commencement of the Phase I Commercial Core improvements; or (vi) any delinquent unpaid property taxes or assessments, including any delinquent installment payments supporting land -secured bonds, are payable with respect to the Property. if the Initial Tenn of this Agreement is extended in accordance with the provisions of this Section 2.03, City shall record an instrument giving notice of the Extended Tenn and the termination date thereof. D. Termination Following Expiration. Following the expiration of the Term, or the earlier completion of development of the Project and all of Developer's obligations in connection therewith, this Agreement shall be deemed terminated and of no further force and effect, subject, however, to the provisions of Section 9.08 hereof. Section 2.04 Project Intejzration. The parties intend that the UD LLC Property and Vast Oak Property be developed as a single, integrated Project. Accordingly, this Agreement includes requirements for integrated, phased development of the various Project Components, together with the Affordable Units and the on- and off-site public improvements throughout the Project and imposes limitations on the number of building permits and certificates of occupancy that will be issued to UD and VO, respectively, prior to the completion of the Commercial Core and the Affordable Units and the completion of and dedication to City of various on- and off-site public improvements. UD and VO each acknowledges and agrees that (a) the Commercial Core and Affordable Units and the on- and off-site public improvements to be constructed in connection with the Project are intended to serve and benefit both the UD LLC Property and the Vast Oak Property, (b) the Commercial Core, Affordable Units and ori- and off-site public improvements are vital and integral components of the overall Project, and (c) Developer's obligations with respect to phasing of the Commercial Core, the 13 8861 65v7 80078/0016 Affordable Units and on- and off-site public improvements are material consideration for the agreements of City hereunder. Section 2.05 Developer Representations and Warranties. UD represents and warrants to City that, as of the Effective Date, UD is the sole fee owner of the UD LLC Property, and that no other person or entity holds any legal or equitable interests in the UD LLC Property. VO represents and warrants to City that, as of the Effective Date, Vast Oak is the sole fee owner of the Vast Oak Property; and that no other person or entity holds any legal or equitable interests in the Vast Oak Property. UD and VO and their respective managing members each further represent and warrant that:. A. As of the Effective Date, UD and VO: (1) are each duly organized and validly existing under the laws of the State of Delaware; (ii) have each qualified and been authorized to do business in the State of California and have duly complied with all requirements pertaining thereto; (iii) are each in good standing and have all necessary powers under the laws of the State of California to own property and in all other respects enter into and perform the undertakings and obligations of Developer under this Agreement; and (iv) are not in default with respect to payment of any general or special property taxes or assessments or other property based fees allocable to the Property. B. No approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement by UD and VO and their respective managing members, except as have been obtained; C. The execution and delivery of this Agreement and the performance of the obligations of UD and VO hereunder have been duly authorized by all necessary limited liability company action and all necessary member approvals have been obtained; and D. This Agreement is a valid obligation of UD and VO and is enforceable in accordance with its terms. ARTICLE 3. DEVELOPMENT OF PROPERTY Section 3.01 Vested Rights. The Property is hereby made subject to the provisions of this Agreement. All development of or on the Property, or any portion thereof, shall be undertaken only in compliance with the Existing Project Approvals, Subsequent Project Approvals, Applicable Law and the provisions of this Agreement. Developer shall have a vested right to develop the Property in accordance with the Existing Project Approvals, the Subsequent Project Approvals, Applicable Law and this Agreement. The Project shall be subject to all Subsequent Project Approvals (which, upon final approval, shall be deemed part of the Existing Project Approvals hereunder). The Existing Project Approvals and the Subsequent Project Approvals are sometimes hereinafter referred to as the "Project Approvals". Section 3.02 Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the development of the Property shall be those set forth in 14 8861 65v7 80078/0016 the Project Approvals and this Agreement; and, with respect to matters not addressed by these documents, those laws, rules, regulations, official policies, standards and specifcations.(including City ordinances and resolutions), to the extent not inconsistent with the Project Approvals, governing permitted uses, building locations timing of construction,, densities, design, heights, fees, and exactions in force and effect on the Effective Date ("Applicable Law"). Prior to the Effective Date of this Agreement, the Parties shall prepare two (2) sets of the Project Approvals and Applicable Laws applicable to the Project as of the Effective Date, one (1) set for City and one (1) set for . Developer, to which shall be added from time to time, Subsequent .Project Approvals, so that if it becomes necessary in the future to refer to any of the Project Approvals or Applicable Law, there will be a common set available to the Parties. Failure to include in the sets of Project Approvals and Applicable Law any rule, regulation, policy, standard or specification that is within the Applicable Law and Project Approvals as described in this provision shall not affect the applicability of such rule, regulation, policy, standard or specification. Section 3.03 Development Timing. The Parties acknowledge that Developer cannot at this time predict when or the rate at which the phases of the Project will be developed or the order in.which each phase will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, absorption, completion and other similar factors. In particular, and not in any limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. The City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to consider and expressly provide for the timing of development resulted in a later -adopted initiative restricting the timing of development prevailing over such parties' agreement, it is the Parties' desire to avoid that result by acknowledging that Developer shall have the vested right to develop the Project in such order and at such rate and at such times as Developer deems appropriate in the exercise of its business judgment, subject to the terms, requirements and conditions of the Existing Approvals and this Agreement. Developer will use its best efforts, in accordance with its own business judgment. and taking into consideration market conditions and other economic factors influencing Developer's business decision, to commence or to continue development, and to develop the Project in a regular, progressive and timely manner in accordance with the provisions and conditions of this Agreement and the Existing Approvals. Section 3.04 Intentionally Omitted. Section 3.05 Issuance of Building Permits In Accordance with City's Growth Management Program. Developer acknowledges the legality and validity of, covenants not to challenge, and agrees to comply with the provisions of City's Growth Management Program (City Municipal Code section.17.19 et seq.), which regulates and limits the number of market rate residential building permits, that City may issue each year. In accordance with such program and subject to the limitations of this Section 3.05, Developer shall be issued up to three hundred fifty (350) building permits for market rate units each calendar year during the Term; provided, however, the total allocation of 15 886165v7G 80078/0016 building permits for market rate units within the Project shall not exceed a cumulative total of one thousand two hundred thirty six (1,236) permits. Building permits which are not used during the calendar year in which they are issued may be used in any subsequent calendar year during the Tenn of this Agreement. Developer shall submit application to City and pay all applicable fees then due prior to issuance of any such building pen -nits. The building permits allocated- annually to Developer shall be used exclusively in connection with development of the Project on the Property and may not be transferred to any other property or properties. In the event Developer acquires fee title to one or more of the five parcels within the Specific Plan area not currently owned by Developer (which parcels are referred to in the Specific Plan as the Abu-Halowa, Gee and CRUSD parcels) (collectively, the "Additional Parcels"), Developer shall be issued additional building pen -nits based on the number of residential units designated in the Specific.Plan for each such Additional Parcel (not to exceed a total of 191 additional units for all of the Additional Parcels): provided, however, the number of building permits to which Developer shall be entitled under this Section.shall not exceed three hundred fifty (350) per calendar year. Further.. Developer shall have vested rights under Section 3.01 of this Agreement to develop such Additional Parcels in accordance with the provisions of this Agreement, including the Affordable Housing Plan, the General Plan and the Specific Plan as of the Effective Date. Section 3.06 Reservations of Authority. A. The parties acknowledge and agree that City is restricted in its authority to limit its police power by contract and that the limitations, reservations and exceptions contained in this Agreement are intended to reserve to City all of its police power which cannot be so limited. This Agreement shall be construed to reserve to City all such power and authority which cannot be restricted by contract. Notwithstanding the foregoing reservation of City, it is the intent of City and Developer that this Agreement shall be. construed to provide Developer with the maximum rights affordable by law, including but not limited to, the Development Agreement Statute and the Subdivision Map Act, except as expressly provided elsewhere in this Agreement. B. Notwithstanding any other provision of this Agreement to the contrary, the following regulations and provisions shall apply to the development of the Property: I - (1) Processing fees and charges of every kind and nature imposed by City to cover.the actual costs to City of processing applications for Project Approvals or for monitoring compliance with any Project Approvals granted or issued, as such fees and charges are adjusted from time to time. (2) Regulations relating to. ,bearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, provided such procedures are uniformly applied on a city- wide basis to all substantially similar types of development projects and properties. 16 886165v7G 80078/0016 (3) Regulations governing construction standards and specifications including City's building code, plumbing code, mechanical code, electrical code, Fire code -and grading code, and all other uniform construction codes then applicable in City at the time of permit application. (4) New City Laws which may be in conflict with this Agreement or the Project Approvals but which are necessary to protect the public health and safety, provided such new City Laws are uniformly applied on a city-wide basis to all substantially similar types of development projects and properties. (5) New City Laws applicable to the Property, which do not conflict with this Agreement or the Project Approvals, provided such new City Laws are uniformly applied on a city-wide basis to all substantially similar types of development projects and properties. Section 3.07 Regulation by Other Public A encies. City and Developer acknowledge and agree that other public agencies not within the control of City possess authority to regulate aspects of the development of the Property separately from or jointly with City, and this Agreement does not limit the authority of such other public agencies. Developer shall, at the time required by Developer in accordance with Developer's construction schedule, apply for all such other permits and approvals as may be required by other governmental or quasi -governmental entities in connection with the development of, or the provision of services to, the Project. Developer shall also pay all required fees when due to such public agencies. Developer acknowledges that City does not control the amount of any such fees. City shall cooperate with Developer in Developer's effort to obtain such permits and approvals; provided, however, City shall have no obligation to incur any costs, without compensation or reimbursement, or to amend any City policy, regulation or ordinance in connection therewith. Section 3.08 Life of Project Approvals. The term of any and all Project Approvals shall automatically be extended for the longer of the Tenn of this Agreement or the term otherwise applicable to such Project Approvals. Section 3.09 Vesting Tentative Maps. If any tentative map heretofore or hereafter approved in connection with development of the Property is a vesting map under the Subdivision Map Act, Government Code §§ 66410 et seq., and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to Developer for development of the Project, then and to that extent all rights and protections afforded Developer under the laws and ordinances applicable to vesting maps shall survive. Any tentative map prepared for the Property will comply with the requirements of Government .Code Section 66473.7 and shall include a condition that sufficient water supply is available to serve the subdivision created by such map. Section 3.10 Developer's Right to Rebuild. City agrees that Developer may renovate or rebuild portions of the Project at any time within the Term of this Agreement should it become necessary due to natural disaster or changes in seismic requirements. 17 886165v7G 80078/0016 Such renovations or reconstruction shall be processed as a Subsequent Project Approval - Any such renovation or rebuilding shall be subject to all design, density and other limitations and requirements imposed by this Agreement, and shall comply with the Project Approvals, the building codes existing at the time of such rebuilding or reconstruction, and the requirements of CEQA. Section 3.11 No Conflicting City Enactments. Except as and to- the extent required by State or Federal law; or as may be reasonably necessary to comply with requirements of, and/or pass through rate and/or connection fee increases established by, other local governmental agencies, including sub -regional sewer and water system connection fees established by the City of Santa Rosa ( "Other Local Agency Coml)liance Fees"); or as otherwise provided in this Agreement, City shall not impose on the Project any ordinance, resolution, rule, regulation, standard, official policy, condition, or other measure (each, individually, a "City Law") that is in conflict with the Applicable Law, this Agreement or the Project Approvals or that reduces the development rights or assurances provided by this Agreement.. Without limiting the generality of the foregoing, any City Law enacted or adopted after the Effective Date of this Agreement, shall be deemed to conflict with this Agreement or reduce the development rights or assurances provided hereby if it would accomplish any of the following results, either by specific reference to the Project or as part of a general enactment which applies to or affects the ProJect: A. Reduce the number of market rate residential units permitted to be developed on the UD LLC Property or the Vast Oak Property; B. Reduce the square footage of commercial development permitted to be developed within the Commercial Core; C. Change any land use designation or permitted use of the Property; D. Limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities (for example, water rights, water connections or sewage capacity rights, sewer connections, etc.) for the Project; E. Limit or control the location, configuration or size of lots, buildings, structures, or other improvements of the Project in a manner that is inconsistent with or more restrictive than the limitations included in or imposed by the Project Approvals, Applicable Law or this Agreement; F. Limit or control the rate, timing, phasing or sequencing of the approval, development or construction of all or any part of the Project in any manner, except as set forth in this Agreement, Applicable Law or the Project Approvals; or G. Impose on the Project or Developer any fees or exactions other than those permitted by this Agreement, Applicable Law or the Project Approvals. 18 8861.65v7G 80078/0016 Section 3.12 Initiatives and Referenda. ]f any City Law is enacted or imposed by a citizen -sponsored initiative or referendurn, which City Law would conflict with the Project Approvals, Applicable Law or this Agreement or reduce the development rights or assurances provided by this Agreement, such City Law shall not apply to the Property or Project, provided, however, the Parties acknowledge that City's approval of this Agreement is a .legislative action subject to referendum. Without limiting the generality of any of the foregoing, no moratorium or other limitation (whether relating to the rate, timing, phasing or sequencing of development) affecting subdivision maps, building permits or other entitlements to use that are approved or to be approved, issued or granted by City shall apply to the Property or Project. Developer agrees and understands that City does not have authority orjurisdiction over any other public agency's ability to grant governmental approvals or permits or to impose a moratorium or other limitations that may affect the Project. City shall cooperate with Developer and, at Developer's expense, shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect. City, except to submit to vote of the electorate initiatives and referendums required by law to be placed on a ballot, shall not support, adopt or enact any City Law, or take any other action which would violate the express provisions or spirit and intent of this Agreement or the Project Approvals. Section 3.13 Environmental Mitigation. The Parties understand that the EIR is intended to be used not only in connection with the Existing Project Approvals, but also in connection with the Subsequent Project Approvals needed for the Project. Consistent with the CEQA streamlining policies applicable'to specific plans, City acknowledges its obligation, in connection with Subsequent Project Approvals, not to require a supplemental or subsequent EIR, mitigated negative declaration, or negative declaration, unless required by Public Resources Code section 21166, and CEQA Guideline 15161 or 15162. Further, City shall rely on the exemption referenced in CEQA Guideline 15182 to the fullest extent permitted by law. To the extent supplemental or additional environmental review is required in connection with Subsequent Project Approvals, Developer acknowledges that City may require additional mitigation measures that were not foreseen at the time this Agreement was executed. Section 3.14 Subdivision Mans. A. A subdivision within the Project, which meets the definition of "subdivision" in Government Code section 66473.7(a)(1),, shall include as a condition of approval a requirement that a sufficient water supply shall be available.as required by Government code section 66473.7(b)(1). The parties agree that this provision complies fully with section 65867.5(c) of the Development Agreement Statute. B. The Parties intend that the final subdivision maps for the Project will be prepared and submitted by Developer in phases such that the number of residential lots for which a final map has been recorded will at all times track the number of residential. building permits allocated and issued to Developer. Accordingly, unless otherwise approved by the City Manager or his or her designee in his or her sole discretion, no final subdivision map shall be considered for approval or be approved by 19 886165v7G 80078/0016 City to the extent the sum total of all previously created residential lots plus the number of lots shown on the proposed final map exceed the sum total of all residential building permits previously issued to Developer plus the maximum number of building permits that inay be allocated to Developer pursuant to Section 3.05 below for the calendar year in which the final map application is submitted and the two calendar years immediately there following. Section 3.15 State and Federal Law. As provided in section 65869.5 of the Development Agreement Statute, this Agreement shall not preclude the applicability to the Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or by changes in laws, regulations, plans or policies of special districts or other governmental entities, other than the City, created or operating pursuant to the laws of the State of California ("Changes in the Law"). In the event Changes in the Law prevent or preclude compliance with one (1) or more provisions of this Agreement, the Parties shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law, and City and Developer shall agree to such action as may be reasonably required. This Agreement and the Project Approvals shall remain in full force and effect unless and until amended in accordance with the requirements of this Agreement, and, in any event, this Agreement and the Project Approvals shall remain in full force and effect to the extent the same are not inconsistent with such laws or regulations. Nothing in this Agreement shall preclude City or Developer from contesting by any available means (including administrative or judicial proceedings) the applicability to the Project any such Changes in the Law. Notwithstanding the foregoing, if Changes in the Law preclude or substantially limit or delay performance in a manner that makes the Project economically infeasible, the Party adversely affected, in its sole and absolute discretion, may terminate this Agreement by providing written notice of such termination to the other Party. ARTICLE 4. FINANCING AND PUBLIC IMPROVEMENTS Section 4.01 Taxes, Assessments, Fees and Exactions. A. Developer agrees to pay all taxes, fees, assessments and exactions which are payable by Developer under this Agreement, including Federal/State Compliance Fees, Other Local Agency Compliance Fees, Processing Fees, Consultant Fees, Architect Fees, Regional Traffic Fees, PFFP Fees and the Maintenance Annuity Fees. With the exception of the foregoing fees and except as otherwise provided by this Agreement, City may not impose any new, increased or modified taxes; assessments, impact fees or other monetary and non -monetary exactions on the Project, the Property or the Developer. B. City may charge and Developer agrees to pay any new, increased or modified taxes, assessments, impact fees or other monetary and non -monetary exactions, whether imposed as a condition of or in connection with any Subsequent 20 886165v7G 80078/0016 Project Approvals or otherwise; which are uniformly imposed and reasonably necessary to comply with the requirements of any Federal or State statute or regulation which is enacted or adopted after the Effective Date of this Agreement ("Federal/State. Compliance Fees"). C. City may charge and Developer agrees to pay any new, increased or modified taxes assessments; impact fees or other monetary and non -monetary exactions, whether imposed as a condition of or in connection with any Subsequent Project Approvals or otherwise, which are uniformly imposed and reasonably necessary to comply with the requirements of. and/or pass through, any Other Local Agency Compliance Fees. D. City may charge and Developer,agrees to pay all water and sewer connection fees ("Water/Sewer Fees"), which are in force and effect on a City-wide basis at the time those Water/Sewer Fees are payable at the rates then in effect. E. City may charge and Developer agrees to pay all processing fees, including application and inspection and monitoring fees ( "Processing Fees"), for land use approvals, grading and building pen -nits, generalplan maintenance fees, and other permits and entitlements, which are in force and effect on a City-wide basis at the time those permits, approvals or entitlements are applied for.on any or all portions of the Project, and which are intended to cover the actual costs of processing the foregoing; provided, however, that Developer retains the right to challenge increases in such fees above the amounts in effect on the Effective Date as excessive under state law. F. In addition to charging the foregoing Processing Fees, City may, in its sole discretion, contract with one (1) or more outside inspectors, engineers or consultants to perform all or any portion of the monitoring, inspection, testing and evaluation services -to be performed in connection with construction and development of the Project ( "Consultant Fees"). Developer shall pay to City, within.thirty (30) days following City's written demand therefor, the full amount of all Consultant Fees, plus a. twenty percent (20%) City administration charge. The Consultant Fees, together with the associated administrative charge, shall be in addition to, and not in lieu of, the Processing Fees; provided, however, City agrees not to double -charge Developer (through the imposition of both a Processing Fee and Consultant Fee) for any individual monitoring, inspection, testing or evaluation service. G. City may engage one (1) or more outside architectural firms to review and evaluate Developer's architectural plans and. drawings for the Project, to ensure that the Project complies with the, approved architectural guidelines, and to.advise City and the Planning Commission in connection with design review. City shall cooperate with Developer in establishing a scope of work and. budget(s) for said architectural firm(s). City agrees that the scope of work to be undertaken by the firm(s) shall be reasonable in light of the size, type and complexity of the Project. Developer shall pay to City, within thirty (30) days following City's written demand therefor, the full amount of all costs and fees charged by such outside architects ( "Architect Fees"), 21 886165v7G 80078/0016 plus a twenty percent (20%) City administration charge. In addition, Developer shall pay to City the actual cost of all City staff time incurred in connection with the review of Developer's architectural plans and drawings. Section 4.02 Regional Traffic Improvement Fee. A. Developer agrees to pay, at the time of issuance of a building permit for each residential and/or commercial unit or building within the Project, any future regional traffic improvement impact fee enacted by City (or by City; other area municipalities and/or the County of Sonoma) pursuant to the Mitigation Fee Act (Government Code Section 66000, et seq.) that is consistently applied on a city-wide basis to all substantially similar types of development projects. If no regional traffic impact fee has been enacted at the time of issuance of a.building permit for such residential or commercial unit or building, then Developer shall pay City, at the time of permit issuance, a fee ( "Regional Ti<afic Fee") equal to Three Thousand Five Hundred Dollars ($3,500) for each market rate residential unit to mitigate the regional traffic impacts of the Project. Developer shall be entitled to a credit against the Regional Traffic Fee for Developer's actual out-of-pocket costs paid to unaffiliated third parties in connection with Developer's construction and installation of City approved regional traffic improvements, if any. For purposes of this Section 4.02; City approved regional traffic improvements shall include regional roadway and traffic improvements that mitigate regional traffic impacts identified in the EIR, as selected by City from time to time in its discretion. Roadway and traffic improvements included within the PFFP or required by the Project Approvals or the MMRP, including the Rohnert Park Expressway and Keiser Avenue improvements and various traffic signals on Petaluma Hill Road, shall not be considered City approved regional traffic improvements for purposes of this Section 4.02. All Regional Traffic Fees paid by Developer shall be held by City in a separate account and used exclusively for City approved regional traffic improvements which mitigate regional traffic impacts identified in the EIR. If, within fifteen (15) years of the Effective Date of this Agreement, such Regional Traffic Fees have not been committed in writing or expended by City for the construction of regional traffic improvements that meet the criteria set forth above, City shall return such unexpended and uncommitted Regional Traffic Fees to Developer. B. In consideration of Developer's agreement to pay the Regional Traffic Fee as provided in subsection 4.02A, above, City covenants that for the. five (5) year period commencing on the Effective Date and continuing until the fifth (5th) anniversary thereof, City will not enter into any development agreement pursuant to the Development Agreement Statute for any residential development within a Specific Plan area or for any other residential project that includes 1'00 or more market rate dwelling units, unless such development agreement contains a provision obligating the developer of such project to pay a regional traffic improvement fee, the amount of which shall be determined by City in its reasonable discretion based upon the project's regional traffic impacts, as identified in the applicable CEQA document for the project. City's obligations under this subsection 4.0213 shall immediately terminate in the event that 22 886165v7G 80078/0016 City, by itself or in cooperation with other area municipalities, enacts a regional traffic improvement impact fee pursuant to the Mitigation Fee Act. Section 4.03 Public Facilities Financing Plan. A. City -has prepared and adopted the PFFP in order to identify capital facilities necessary to serve new development, and to develop a comprehensive strategy for managing the financing of such facilities, among other purposes. Developer shall Participate in the PFFP and any amendments thereto applicable to the Project. Developer and City agree that the terms and provisions of the PFFP shall apply to the financing of public improvements necessary to serve the Project. The financing requirements for all in- tract improvements shall be set forth in the Specific :Plan and in the conditions of approval for the UD Tentative Map and the VO Tentative Map. B. Developer shall pay City the PFFP Fees in effect at time of issuance of each building permit. Developer further agrees to and accepts the "fair share" methodology for allocating costs among planned development projects, including the Project, and existing. development within City as set forth in the PFFP as of the Effective Date. Developer acknowledges and agrees that City may update the amount of the PFFP Fees from time to time, as City deems necessary and appropriate. Except as otherwise expressly provided in the sentence immediately here following, Developer hereby covenants not to sue City in connection with, and waives any and all rights to challenge, the PFFP, including any updates to the PFFP, on any grounds whatsoever. Developer retains the right to bring an action challenging the allocation of PFFP Fees solely on the grounds that such fees were not allocated in accordance with the fair share methodology set forth in the PFFP as of the Effective Date. C. Notwithstanding any provision of the PFFP to the contrary, Developer shall be entitled to receive credits against PFFP Fees for those improvements included in the PFFP and constructed by Developer, at the lesser of. (1) Developer's actual out-of-pocket cost and expenses paid to unaffiliated third parties in connection with the construction and installation of such improvements, or (ii) the designated cost amounts for such improvements set forth in the PFFP at the time City approves the plans for such improvements ( "Eligible Cost"). To the extent the aggregate Eligible Cost of all PFFP improvements constructed by Developer exceeds Developer's total PFFP Fee obligation with respect to the Project, City and Developer shall enter into a separate reimbursement agreement, in a form reasonably acceptable to -the City Attorney, whereby Developer will be reimbursed from available PFFP funds paid in the future by third party developers at the time such hands are paid to City. City shall have,the right to use PFFP funds paid by other developers for certain critical infrastructure facilities before reimbursements are made available to Developer. To the extent applicable, the reimbursement agreement shall also provide a mechanism for Developer to be reimbursed for its actual out-of-pocket costs in connection with acquisition of land. owned by third parties and required for off-site public improvements, if and when such third party land owners develop their properties in the future. Developer shall maintain and make available to Agency and its representatives, for review and/or audit from time to 23 886165v7G 80078/0016 time, records of all costs and expenses which are subject to potential reimbursement pursuant to the reimbursement agreement. D. City covenants and agrees that until all such tees are credited or reimbursed, City will administer the PFFP in a consistent manner and will require developers of all residential and commercial projects within the City to either pay their, respective share of PFFP fees, determined in accordance with the PFFP as amended from time to time, or construct PFFP improvements in an amount equal to their respective share. Section 4.04 Community Facilities District. A. Community Facilities District; Formation. Subject to subsection F. below, and consistent with the Project Approvals and Applicable Law, the Parties shall cooperate in good faith to establish the CFD pursuant to the Mello -Roos Act (Government Code Section 53311 et seg.). The boundaries of the CFD shall be coextensive with those of the Property, unless the Parties otherwise agree. Upon the filing of a petition by Developer pursuant to Government Code Section 53318(c), the City Council shall consider adoption of a resolution of intention to establish the CFD and, following adoption, City shall use good faith, diligent efforts, in compliance with Government Code Sections 53318 et seq., to establish and implement the CFD pursuant to the terms of this Agreement, including scheduling of necessary public hearings and adoption of a resolution of formation. if at the time of adoption of the resolution of intention to establish the CFD the Property is not annexed to the City, the City shall make suitable provisions in the proceedings under the Mello -Roos Act to allow for the future inclusion of such Property in the CFD upon annexation. City shall cause the CFD, upon formation, to become subject to and to comply with the provisions of this Agreement specifically applicable to the CFD. Developer shall cooperate with City in the formation of CFD including the timely submission of all petitions, waivers and consents. The City shall be responsible for conducting all proceedings for the establishment,of the CFD, including the adoption of all resolutions, ordinances and orders. and recording of maps, notices, releases and the conduct of all hearings, elections and other public meetings under the Mello -Roos Act to establish the CFD, levy the Special Taxes and, as appropriate, provide for issuance of the CFD Bonds. To the extent City has not already adopted policies required by Government Code Section 53312.7, City agrees to use its best efforts to adopt such policies within ninety (90) days following the Effective Date. Developer acknowledges and agrees that City's policies may require, among other things, that the CFD proponent (in this case, Developer), provide a letter of credit or other credit enhancement instrument in form and amount reasonably satisfactory to City which is sufficient to ensure payment of the principal and interest payments on the CFD Bonds for up to two (2) years following issuance thereof (computed without regard to the availability of capitalized interest or amounts on deposit in a debt service reserve fund). B. Public Benefit Facilities. Subject to caps on the total amount of net CFD Bond proceeds and the total tax and assessment rate set forth in subsections D. and E. below, the CFD shall finance the design and acquisition or construction of those 24 886165v7G 80078/0016 public facilities necessary for development of the Project which may lawfully be financed under the Mello -Roos Act and other applicable law, including (1) off-site public improvements financed or proposed to be financed through Assessment District 05-01 as further described in Section 4.05; (ii) off-site public improvements described in the PFFP; and (iii) on-site, in -track public improvements; including park improvements, storm drainage improvements, public roadways and sidewalks (collectively, the ".Public Benefit Facilities"). Financing of the Public Benefit Facilities with CFD Bonds shall be subject to approval of the City, based on the unqualified written opinion of a nationally - recognized bond counsel that interest on the CFD Bonds will be federally tax exempt. The Parties agree that in connection with issuance of the CFD Bonds, Developer and City will enter into a funding and acquisition agreement in a form reasonably acceptable to City's bond counsel setting forth, among other things, the procedures for and mechanism by which Developer will be reimbursed, out of available proceeds of the CFD Bonds, for Public Benefit Facilities constructed and/or paid for by Developer. C. Advance of Expenses, Reimbursement. Developer shall advance to City the actual out of pocket costs of fonnation of the CFD, sale of CFD Bonds, and other costs and expenses associated with the CFD ("Advanced Costs"). Such Advanced Costs may include, without limitation, legal, financial, appraisal and engineering costs and expenses associated with (1) fonnation.of the District; (ii) determination of the rate and method of apportionment and levy of the Special Tax; (iii) review and approval of the plans and specifications for construction of the Public Benefit Facilities; (iv) determination of the value of property; (v) sale of CFD Bonds; and (vi) any other costs or expenses reasonably incurred in connection with the CFD. All such Advanced Costs, together with those reasonable out-of-pocket legal, engineering and financial services costs incurred by Developer directly related to establishment and implementation of the CFD which have been approved by the City Manager or his or her designee in his or her reasonable discretion and which may lawfully be financed under the Mello -Roos Act and other applicable law, shall be reimbursed to Developer from proceeds of the sale of CFD Bonds. D.. Issuance of CFD Bonds. Upon successful formation of the CFD and approval of the Special Tax, and subject to the restrictions in this subsection D. and in subsection E. below, bonds shall be issued ( "CFD Bonds"), the proceeds of which shall be used to finance the Public Benefit Facilities, to the extent the Public Benefit Facilities legally and feasibly may be financed utilizing this method of financing. The amounts, timing and terms of the issuance and sale of the CF.D Bonds shall be determined by the City, in consultation with the Developer and the City's bond counsel, financial advisors and/or -underwriters. Subject to the state of development of the Property and prevailing bond market conditions, the timing of the sale of the CFD Bonds shall be coordinated, as closely as possible, with the phasing of the development of the Property to provide financing for the Public Benefit Facilities in a timely fashion to meet the needs of the respective phases of development of the Project. If necessary, the CFD Bonds may be issued in series to help correspond to such phases. Developer agrees to assist the City in the issuance of the CFD Bonds by providing financial and development information reasonably required for due_diligence and disclosures relating to the issuance 25 886165v7G 80078/0016 of the CFD Bonds and to provide for any required continuing disclosures under applicable securities laws. The total net proceeds of the CFD Bonds (not including capitalized interest or amounts on deposit in a debt service reserve fund; underwriter fees, legal costs, administrative expenses and other costs of issuance; or that portion of the CFD Bonds proceeds; if any, applied towards repayment of Assessment District 05-01 liens in effect as of the Effective Date as further described in Section 4.05) shall not exceed Fifty Million Dollars ($50,000,000). E. Special Tax. The CFD shall be authorized to levy, and Developer shall approve (by affirmative vote or other legally acceptable method), a tax ("Special Tax") in accordance with the rate and method of apportionment of such Special Tax approved in the completed proceedings for the CFD. The Special Tax shall be determined and collected annually by the City against all taxable parcels as defined by the rate and method of apportionment of the Special Tax for the CFD. The Special Tax shall be collected in the same manner and at the same time as ad valorem property taxes, unless some other method of collection is specified by the City. The Special Tax shall be set at an amount sufficient to pay the estimated annual principal of and interest on the CFD Bonds, together with required debt service coverage requirements and the annual costs of calculation, collection and disbursement of the Special Tax and the annual administration, engineering, and inspection costs associated with the CFD; provided, however, the Special Tax so set shall be in an amount such that, at the time the rate and method of apportionment of the Special Tax is approved, the estimated total annual taxes and, assessments to be levied on each taxable parcel within the CFD district shall not exceed 1.75% of the parcel's projected assessed valuation based on a reasonable estimate of the sale price for the parcel and the residential or commercial unit to be constructed thereon, which estimated sale price has been approved by the City Manager or his or her designee in his or her reasonable discretion. The rate and method of apportionment shall be drafted to allow a property owner to pennanently satisfy the Special Tax (and remove the lien thereof) as to any taxable parcel by prepayment pursuant to Section 53344 of the Mello -Roos Act. F. City's Reservation of Discretion. It is expressly acknowledged, understood and agreed by the Parties that (1) City reserves full and.complete discretion with respect to legally required findings that must be made in connection with formation of the CFD, (ii) nothing in this Agreement is intended to or shall limit City's ability to adopt legally required findings with respect to formation of the CFD, and (iii) nothing in this Agreement is intended to or shall prejudge or commit to City regarding the findings and determinations to be made with respect thereto. G. Costs If No CFD Formed. In the event that City is unable to make the legally required findings in connection with the formation of the CFD and the issuance of CFD Bonds for any reason, City shall not be liable for any resulting costs to Developer and Developer shall have the right to terminate this Agreement by written notice to City given within 30 days following the date City is unable or elects not to proceed with such formation of the CFD and issuance of CFD Bonds. If Developer opts not to terminate this Agreement then Developer shall nonetheless be responsible for 26 886165OG 80078/0016 constructing all of the Public Benefit Facilities at its expense (but subject to potential reimbursement of excess Eligible Costs as provided in subsection 4.03.C. above) regardless of whether the cost thereof exceeds Developer's PFFP Fee obligation. N. Developer's Cooperation. In connection with the establishment and implementation of the CFD; Developer (i) will execute all necessary petitions and ballots and waive all election waiting and protest periods at City's request and prior to the issuance of any building pennit on any phase of the Project; ()i) support City's adoption of local policies related to use of CFD financing, which may include a requirement that the CFD proponent provide, at its expense, a letter of credit or other credit enhancement instrument sufficient to ensure repayment of the principal and interest payments on the CFD Bonds for up to two .(2) years following issuance thereof, as reasonably determined by City; (iii) cooperate in the development of rate and method of apportionment or assessment formula; (iv) allow special tax liens to encumber all phases of the Project in order to accomplish the required construction projects; and (v) if requested by City, cooperate with City to prepay with proceeds from the CFD Bonds all or a portion of the Assessment District 05-01 bonds described in Section 4.05 below. 1. -Developer's Consent.. Developer irrevocably consents to the formation of the CFD, the issuance of the CFD Bonds, the imposition of the Special Tax against the Property at rates and pursuant to a method ofapportionment appropriate to fund the debt service on the CFD Bonds sold to finance the Public Benefit Facilities, and agrees not. to protest or object to formation of the CFD or levy of an appropriate Special Tax consistent herewith. Developer has agreed to the financing provisions set forth in this Section 4.04 and to perform the obligations hereunder in exchange for the consideration and benefits provided to Developer by City under this Agreement, including the vested right to develop the Property. Developer acknowledges and agrees that CFD Bonds shall not be issued to fund any on-site public improvements or any other infrastructure or fees other than the Public Benefit Facilities. J. Notification of Fees, Taxes, and Assessments. Developer shall provide actual and conspicuous notice to potential homeowners, in a form reasonably acceptable to the City and in compliance with all applicable legal requirements (including, without limitation, applicable provisions of Government Code Section 53341.5) of any and all fees, taxes, and assessments to be charged to.any and all purchasers of real property interests in the Project. Developer shall provide potential homeowners with a written and itemized notice of such projected costs and the manner in which they will be charged to the potential homeowner, which notice the potential homeowner shall sign. Developer shall retain a copy of each signed notice in Developer's files for at least fifteen (15) years following the date of such notice, and shall provide a copy of each such signed notice to the City's Community Development Director. K. Limited Liability of City. Notwithstanding any other provision of this Agreement,.City shall not be liable for or obligated to pay any costs or expenses in connection with the CFD or the Public Benefit Facilities except to the extent monies are available (from Advanced Costs, PFFP Fees collected in accordance with the PFFP, 27 886165v7G 80078/0016 proceeds of CFD Bonds, or Special Taxes) and specifically authorized by law for payment of such costs or expenses. Section 4.05 Assessment Districts. A. Developer acknowledges that prior to the .Effective Date, City, with the consent of the County of Sonoma, has formed Assessment District 05-01 under the authority of the Municipal Improvement Act of 1913 and this Assessment District 05- 01 has established a lien upon the Property. Developer further acknowledges and agrees that City reserved authority to sell assessment bonds under the authority of the Improvement Bond Act of 1915, for the purposes of funding the City's sewer interceptor/outfall project and that such bonds will be secured by the aforementioned lien. Developer also acknowledges and agrees that the City, from time to time and with the consent of the County, may initiate proceedings to change and modify Assessment District 05-01 to fund the construction of additional public improvements that are identified in the PFFP, and that in the opinion of the City Engineer or his designee provide unique and special benefit to the Property. In accordance with City Municipal Code section 3.28.080.C., to the extent some.or all of the capital facilities proposed to be financed through the PFFP are financed through Assessment District 05-01, Developer's participation in such Assessment District shall be a credit against the appropriate component of the PFFP Fees that would otherwise be payable by Developer. B. In connection with Assessment District 05-01 as is currently stands, Developer shall make all payments of assessment liens that have been levied and that may be billed on the tax roll of the County of Sonoma. In connection with changes and modifications to Assessment District 05-01 as may occur from time to time,. Developer (i) will execute all necessary petitions and ballots and waive, to the maximum extent allowed by applicable law, all election waiting and protest periods at City's request; (ii) cooperate in the development of additional or modified assessment .formulas; (iii) allow assessment liens to encumber all phases of the Project in order to accomplish such additional public improvement projects; and (iv) make all payments of assessment liens that are levied and billed on the tax roll of the County of Sonoma in connection with such changes and modifications. In the case of any conflict between the provisions of this Agreement and the method of apportionment or assessment utilized in Assessment District 05-01, as it may be changed and modified from time to time, the Assessment District 05-01 method of apportionment or assessment shall be utilized. Except as may otherwise be approved by Developer in its reasonable discretion, City agrees that it will not pursue levy of any additional or increased Assessment District 05-01 liens against the Property unless and until any litigation challenging this Agreement, the City's water supply assessment or any of the Project Approvals has been resolved in a manner that will permit the Project to proceed as described in this Agreement.. Developer acknowledges that until such time as Assessment District 05-01 has been modified to include additional public improvements and increased and/or additional Assessment District 05-01 liens have been levied against the Property, City will be unable to finance construction of the proposed eastside sewer extension project. 28 886165v7G 80078/0016 Section 4.06 Maintenance Annuity. A. Developer shall fund, and City shall establish, a maintenance annuity fund ( "Maintenance Annuity") to offset the projected fiscal deficit to the General Fund of City created by the residential development within the Project as set forth in the Fiscal Impact Report and to comply with the following General Plan policies and goals: GM -F, GM -H, GM -9, GM -13, OS -1-1, EC -10 and 1-10-3. B. The Maintenance Annuity will be created and funded as follows: (1) At the time of issuance of a certificate of occupancy for each residential unit within the Project, Developer shall pay to City the applicable Maintenance Annuity amounts detennined as provided in this subsection 4.06.13. The Maintenance Annuity amounts payable as of the Effective Date shall be Nine Thousand Five Hundred Dollars ($9,500) for each residential unit, including all market rate and all Affordable Units including single family and multi -family for -sale and rental units, and shall be subject to periodic adjustment as provided herein. The foregoing initial Maintenance Annuity amount shall be increased on the first anniversary of the Effective Date and year thereafter (each, an "Adjustment Date") to equal the sum of (i) the initial Maintenance Annuity amount set forth above, plus (ii) the product obtained by multiplying such amount by the percentage increase in the Consumer Price Index measured from the measuring month nearest the Effective Date; to the measuring month nearest the Adjustment Date; provided, however, in no event shall the Maintenance Annuity amount be reduced below the initial amount set forth above. As used herein, the term "Consumer Price Index" means the United States Department of Labor's Bureau of Labor Statistics Consumer Price Index, All Urban Consumer, All Items, San Francisco - Oakland -San Jose, California (1982-1984 equals 100), -or the successor of'such index. (2) City shall invest all amounts received under this Section 4.06 in a segregated annuity or investment account selected by and acceptable to City, which will create a stream of income to be paid into the City's General Fund to pay for the increased cost of municipal services resulting from the development of the Project. Developer agrees that the Maintenance Annuity amount set forth above, including the Fiscal Impact Report, the formula for adjusting the initial amount as set forth above, and the interest to be earned by City on the Maintenance Annuity, represent a fair, reasonable and accurate measure and method of determining the incremental impact of the increased cost of municipal services resulting from the residential development of the Project. Developer hereby covenants not to sue City and waives any and all rights to challenge the validity of the Fiscal Impact Report and the Maintenance Annuity amount, as increased annually as provided above. Section 4.07 Financing Mechanisms for Private Improvements. Prior to approval of any final map within the Project, Developer shall prepare and submit to the City Manager or his designee for review and approval a plan, that may include establishment of property owner and homeowner associations, to ensure payment of the on-going costs of operation, maintenance, repair and. replacement of all private open 29 886165v7G 80078/0016 space, private recreation and private parks, private landscaped areas and private alleys and all water quality detention basins and facilities included within such final map. In proposing a particular plan to City, Developer shall demonstrate to the satisfaction of City Manager or his or her designee (in his or her reasonable discretion) that funding of such on-going costs is economically sound and feasible; approval of the mechanism for funding such ongoing costs by the California Department of Real Estate shall create a presumption that such funding mechanism is economically sound and reasonable . Developer shall dedicate to City all water quality detention basins and facilities within the Project promptly following Developer's satisfactory completion of such basins and facilities. Following City's acceptance, City shall be responsible for maintaining, operating, repairing and replacing, as necessary, the water quality detention basins and facilities, and the property owner and homeowner associations (and not City) shall be solely responsible for bearing all costs in connection with such City maintenance, operation, repair and replacement. City shall be named as an express third party beneficiary under all property owner and homeowner association documents with the right to independently enforce such associations' obligation to pay all costs of maintaining, operating and repairing the water quality detention basins and facilities. The form of Developer's homeowner and property owner association documents, including conditions, covenants and restrictions, shall be subject to review and approval by the City Attorney, not to be unreasonably withheld or delayed. Section 4.08 Pedestrian Bridges and Paths. A. Developer shall use its best efforts to complete construction of, and dedicate to City, a pedestrian bridge across Copeland Creek connecting the J Section to Rancho Cotati High School. Construction shall be completed and the bridge dedicated to the City within eighteen (18) months following commencement of grading of the UD LLC Property, but in any event prior to issuance of the two hundredth (200"') residential building permit for the Project, provided, however, the City Manager may in his or her sole discretion allow issuance of up to two hundred fifty (250) residential building permits for the Project. Notwithstanding the foregoing, should Developer be unable to obtain, despite its best efforts, resource agency approval for such construction prior to issuance of the 200th or 250th residential building permit for the Project, as applicable, Developer shall .pay City an amount equal to the full estimated cost of constructing the Copeland Creek pedestrian bridge as determined by the City Engineer based upon the lowest responsible bid received by City for such work. B. Developer shall complete construction of the trail connecting the UD LLC Property to the Green Music Center or, alternatively, a bridge connecting the UD LLC Property to Sonoma State University, within eighteen (18) months following Sonoma State University's written approval of the trail or bridge, as applicable, provided such approval includes all required environmental review and City and resource agency permits and has been obtained on or before the earlier of (i) expiration of the Term of this Agreement, or (ii) Developer's completion of the entirety of the Project, including all on - and off-site public improvements. If neither Sonoma State University or resource agency approval can be obtained within the time period set forth above, Developer shall have no 30 88616506 80078/0016 further obligation to complete the construction of such trail or badge. Developer and City agree to work cooperatively in good faith to obtain such approval. To the extent the trail to Green Music Center or bridge to Sonoma State University is completed as contemplated herein, Developer, promptly following such completion, shall execute acknowledge and deliver to City for recordation in the Official Records of Sonoma County an irrevocable offer to dedicate an easement with respect to the trail or bridge, as applicable, to City at no cost to City. The irrevocable offer to dedicate the trail or bridge easement shall be in a form reasonably acceptable to the City Attorney. C. . Prior to- the issuance of the one hundredth (l 00th) building permit for VO 3, Developer shall commence construction of a pedestrian bridge across Hinebaugh Creek connecting VO 3 to VO 5. Construction shall be completed and the bridge dedicated to City within twelve (12) months following commencement of construction, but in any event prior to issuance of the two hundred twentieth (220th) residential building permit for VO 3. Section 4.09 Roadway Improvements. Developer, at its expense, shall design, construct and thereafter dedicate to City the roadway improvements set forth in this Section 4.09. A. Rohnert Park Expressway. No later than issuance of the building permit for the first residential unit within the Project, Developer shall commence construction of the Rohnert Park Expressway improvements, including signalization improvements, from the west side of Snyder Lane to east side of Petaluma Hill Road, as provided for in the PFFP. Construction shall be completed and the roadway open for public use within twelve (12) months following commencement, unless construction starts between September l and March 3.1 of any calendar year, in which case Developer shall have eighteen (18) months to complete such improvements. The improvements to Rohnert Park Expressway shall be performed in two phases to ensure that the roadway remains open and accessible to the public at all times during the course of construction. City shall not issue more than two hundred fifty (250) residential building permits within the Project prior to Developer's satisfactory completion of and City's acceptance of the Rohnert Park Expressway improvements. City's acceptance of the Rohnert Park Expressway improvements shall not be unreasonably withheld. B. Keiser Avenue. Developer shall construct the Keiser Avenue. improvements, including signalization improvements, in two phases, as described in the PFFP. Phase l consists of the portion of Keiser Avenue from west edge of the Vast Oak Property to the east side of Petaluma Hill Road. Phase 2 consists of the portion of Keiser Avenue from the west edge of Snyder Lane to the west edge of the phase l Keiser Avenue work. (1) Prior to the issuance of the one hundred fiftieth (150th) building permit, cumulative, for VO 1 and VO 2, Developer shall commence construction of Phase 1 of the Keiser Avenue improvements. Construction of the Phase I Keiser Avenue improvements shall be completed and the roadway open for public use within 31 886165v7G 80078/0016 twelve (12) months following commencement, unless construction starts between September l and March 31 of any calendar year; in which case Developer shall have eighteen (18) months to complete such Phase I improvements. City will not issue any certificate of occupancy for residential units in VO 3, and will not issue any building penruts for residential units within VO 4, VO 5 or VO 6, until such time as Developer has satisfactorily completed and obtained City's acceptance of the Keiser Avenue Phase 1 improvements. City's acceptance of the Keiser Avenue Phase 1 improvements shall not be unreasonably withheld. (2) Upon completion of the Phase I Keiser Avenue improvements, Developer shall commence construction of the Keiser Avenue Phase 2 improvements. Construction of the Phase 2 improvements shall be completed and the roadway open for public use within twelve (12) months following commencement, unless construction starts between September 1 and March 30 of any calendar year, in which case the Developer shall have eighteen (18) months to complete the Phase 2 improvements. City will not issue more than two hundred fifty (250) building pennits, cumulative, for residential units within VO 3, VO 4, VO 5 and VO 6, until such time as Developer has satisfactorily completed and obtained City's acceptance of all Keiser Avenue work, including the Phase 1 and Phase 2 improvements. City's acceptance of the Keiser Avenue Phase I and Phase 2 improvements shall not be unreasonably withheld. C. Bridge/Connector Improvements. Prior to the issuance of the one hundred fiftieth (150th) building permit, cumulative, for residential units within VO l and VO 2, Developer shall commence construction of the connector roadway and bridge(s) connecting VO 2 to Keiser Avenue. Subject to approval by the applicable resource agencies, such bridge(s) may consist of a combined vehicular/pedestrian bridge or separate vehicular and pedestrian bridges. Construction shall be satisfactorily completed and the connector roadway and vehicular/pedestrian bridge improvements open for public use within .twelve (.12) months following commencement of construction, unless construction starts between September l and April 30 of any calendar year, in which case the Developer shall have eighteen (18) months to complete such improvements. City shall not issue more than three hundred (300) building permits, cumulative, for residential units within VO 1 and VO 2, and will not issue any building permits for residential units within VO 4, VO 5 or VO 6, until such time as Developer has satisfactorily completed and obtained City's reasonable acceptance of the connector roadway and vehicular/pedestrian bridge improvements. Section 4.10 City Dedication and Acquisition Parcels. A. Water Tank. Prior to City's issuance of the first (1 st) building permit for the Project, Developer shall fund all costs and expenses associated with the . permitting, design, construction and installation of an approximately eight hundred thirty-three thousand (833,000) gallon water tank to serve those uses delineated in Specific Plan, to the satisfaction of the City Manager or his or her designee. Developer shall reimburse City, within 30 days of City's written request therefor, all of City's costs and expenses, including staff time, incurred in connection with such permitting, design, 32 886165v7G 80078/0016 construction and installation. Developer acknowledges that its timely funding of the foregoing costs and expenses is necessary to ensure that the water tank can be installed by such time as the City fire chief, or his or her designee, determines the tank is necessary to provide adequate Lire flow to the Project, or portion thereof under construction. Developer acknowledges and agrees that no certificate of occupancy will be issued for ally residential unit or commercial space within the.Project until such time as installation of the water tank has been completed and the Parties have closed escrow for City's acquisition of the Water Tank Property from Developer as provided in Section 4.1 O.B., below. Provided Developer meets its funding obligations under this Section 4.10.A, and subject to enforced delays as provided in Section 9.06, City shall diligently pursue permitting, design, construction and installation of the water tank. B. Acquisition of Water Tank Property. In consideration for City's payment of the Water Tank Property acquisition price referenced below, City's agreements hereunder and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Developer shall transfer, and City shall acquire, a fee interest in and to -the approximately fifty three and one-half (53.5) acre Water Tank Site, and a nonexclusive access easement over adjacent land owned by Developer or its Affiliated Party ensuring that City and its designees have access to the water tank and Water Tank Site from the nearest public road (collectively, the "Water Tank Propertp"). The Parties agree that the acquisition price for the Water Tank Property shall be Ten Dollars ($10) and that such acquisition price, together with the benefits to Developer provided tinder this Agreement, represents the fair market value of the Water Tank Property. The Parties acknowledge that the -acquisition of the Water Tank Property by City pursuant to this Section 4.l 0 is anticipated to be made in lieu.of condemnation by City. The Parties intend by this Agreement to provide for full and complete compensation to Developer for the Water Tank Property and all other costs, including but not limited to severance damages. The Parties acknowledge that because the City may exercise the power of eminent domain to acquire, Developer is compelled to sell; and because City requires the Water Tank Property for a public project, City is compelled to buy. As such the acquisition of the Water Tank Property is an involuntary conversion of the Water Tank Property from private to public use. Both Developer and City recognize the expense, time, effort and risk to both Developer and City in resolving a dispute over compensation for the Water. Tank Property by eminent domain litigation; and the compensation set forth herein is in compromise arrived at by negotiation and settlement, in lieu of and in avoidance of such litigation. The closing of the Water Tank Property transfer andacquisition will take place through an escrow established with a title company selected by City. The closing shall occur as soon as practicable following annexation of the. Property on a date mutually acceptable to the Parties, but in any event prior to issuance of the first certificate of occupancy for any residential unit or commercial space within the Project. Developer shall cause the Water Tank Property to be conveyed to City free and clear of all recorded and unrecorded non -monetary liens, encumbrances, easements, leases, covenants, 33 886165v7G 80078/0016 conditions, restrictions, and other exceptions to or defects in title, excepting only the lien for current, non -delinquent property taxes and the Williamson Act Contract. Developer shall pay all costs required to place title in the condition described herein and shall convey the Water Tank Property to City by a standard title company form grant deed, except that the deed shall recite that the transfer is in lieu of acquisition by eminent domain. All escrow charges -and recording fees shall be borne by Developer. City shall pay the cost of its owners policy of title insurance. Escrow agent shall pay and charge Developer for that portion of current property taxes and assessments and any penalties and interest thereon allocable to the period prior to the close of escrow. The portion of current property taxes which would otherwise be allocable to the period after the close of escrow shall not be allocated, as City is exempt from payment of property taxes. Developer shall have the sole right, after close of escrow, to apply to the Sonoma County Tax Collector for refund of any excess property taxes which have been paid by Developer with respect to the Water Tank Property. The obligation of the City to complete the acquisition of the Water Tank Property shall be subject to the satisfaction, or written waiver by City, of the following conditions: (i) Developer shall deliver through escrow an executed, acknowledged and recordable grant deed sufficient to convey fee title to the City as set forth in this subsection 4.10.B.; (ii) Developer shall deliver through escrow a non -foreign transferor declaration duly executed and in a form reasonably acceptable to escrow agent; (iii) a title company reasonably acceptable to City shall be prepared to deliver to City an ALTA standard or, at City's election, an extended coverage owner's policy of title insurance showing fee title to the Water Tank Property vested in City in the condition described in this subsection 4.10.B. with insurance coverage in the amount of the fair market value of the Water Tank Property as reasonably determined by City; and (iv) City shall have approved the soils and environmental condition of the Water Tank Property. C. Crane Creek Regional Park Easement. Prior to City's issuance of the first (I st) building permit for the Project, Developer shall execute, acknowledge and deliver to City for recordation in the Official Records of Sonoma County, an irrevocable offer to dedicate to City or City's designee a perpetual easement for trail purposes, approximately twenty (20) feet in width, over and across the Crane Creek Trail Easement Area depicted and described in Exhibit F attached hereto. The trail easement shall include access for pedestrian, bicycle and maintenance vehicles and the installation, maintenance and repair of utilities and temporary construction areas. City will be responsible for design, permit processing, maintenance and improvement costs associated with the trail, and will determine the location of such trail, subject to a requirement that it not inhibit the adjacent property's use for resource agency or other regional improvements, such as recycled or potable water tanks, recycled water reservoirs, and the like. The irrevocable offer to dedicate shall be in a form reasonably acceptable to the City Attorney. Prior to City's recordation of the irrevocable offer to dedicate the Crane Creek trail easement, Developer, at its expense, shall cause all recorded and unrecorded monetary liens and all recorded and unrecorded non -monetary liens, encumbrances, 34 886165v7G 80078/0016 easements, leases, covenants; conditions, restrictions, and other exceptions to or defects in title, excepting only the lien for current, non -delinquent property taxes, to be removed from title. D. No Additional Purchase Price. Developer's finding of construction of the water tank, transfer of the Water Tank Property to City, and dedication of the Crane Creek trail easement shall be in consideration of City's performance of its obligations set.forth in this Agreement, and neither City nor City's designee shall be required to pay any additional fee or purchase price in connection therewith (other than City's payment of the Water.Tank Property purchase price referenced in subsection 4.10.B. above), nor shall Developer be entitled to any PFFI' Fee credits. Section 4.11 Park Improvements. A. Twin Creeks Park. Prior to the issuance of a building permit for the first residential unit within VO 2 or VO 3, Developer, at its expense, shall commence construction of Twin Creeks Park. Construction shall be completed and Twin Creeks Park shall be open for public use within fifteen (15) months following commencement of construction. City shall not issue more four hundred ten (410) building permits, cumulative, for residential units. within UD 1, VO 1, VO 2 and VO 3 (including market rate and affordable units, but excluding residential units within Commercial Core) prior to Developer's satisfactory completion of the Twin Creek Park improvements; provided, however, the City Manager may in his or her sole discretion allow issuance of up to six hundred sixty (660) building permits, cumulative, within UD 1, VO 1, VO 2 and VO 3 if he/she determines that issuance of such additional permits will further City's objectives to ensure the timely, efficient, orderly and proper development of the Project. B. UD Public Park/Private Recreation Area. Prior to the issuance of a building permit for the first residential unit on the UD LLC Property, Developer shall commence construction of the public park/pnvate recreation area located in the northeast corner of the UD LLC Property. Construction of the public park/private recreation area improvements shall be completed and open for use to the public and residents of the UD LLC Property, as applicable, within fifteen (15) months following commencement of such work. City shall not issue more than two hundred (200) residential building permits, cumulative, within the Project prior to the completion of such public park/private recreation area improvements. C. VO 3 Park Area. Prior to issuance of a building permit for the first residential unit within VO 3, Developer shall commence construction of the approximately 4 acre public park along the northern boundary of the VO 3 site. Developer shall complete construction of the VO 3 public park .within twelve (12) months following commencement and shall obtain City acceptance of the public park and ensure the park is open for public use prior to issuance of the one hundred fiftieth (150th) building permit for VO 3 residential units; provided, however, the City Manager or his or her designee may in his or her sole discretion allow issuance of up to an additional fifty 35 886165v7G 80078/0016 (50) residential building permits within VO 3, if he/she determines that issuance of such additional permits will further City's objectives to ensure the timely, efficient, orderly and proper development of the Project. Section 4.12 Entrance Monuments. Prior to issuance of a building pen -nit for the one hundredth (100th) market rate residential unit within the Project, Developer shall pay Two Hundred Thousand Dollars (5200,000) to City to defray all or a portion of the costs to be incurred by City in connection with the construction and installation of City entrance monuments at Rohnert Park Expressway and Highway 101 and at the intersection of Rohnert Park Expressway and Petaluma Hill Road. The amounts paid by Developer for such City entrance monuments shall not be credited towards the PFFP Fees or public art fees payable by Developer as provided herein and in the PFFP, nor shall they be considered as meeting any of Developer's park requirements under the Quimby Act (California Government Code § 66477 et seq.). Section 4.13. Acquisition of Land Owned by Third Parties. In any instance where Developer is required or elects to construct any PFFP or public improvement on land not owned by Developer, Developer; at its sole cost and expense, subject to the potential PFFP reimbursement as provided in Section 4.03 above, shall acquire or fund the acquisition of, the real property interests necessary for the construction of such public improvements. If requested by Developer, where the affected property owner has rejected an offer by Developer based upon market value as determined by an appraisal prepared by a City approved appraiser in cooperation with City, and upon Developer's provision of adequate funding, City shall promptly and timely negotiate and seek the purchase of the necessary real property interests to allow Developer to construct the public improvements as required by the Project Approvals. Under these circumstances, in accordance with the procedures established by law, including Government Code Section 66462.5(a), requiring approval of a final map where neither the subdivider nor public agency has an interest in land sufficient to allow offsite improvements to be constructed or installed where City fails to acquire the necessary property interests by negotiation, City shall consider use of its power of eminent domain to acquire such real property interests. Developer shall pay all costs associated with such acquisition or condemnation proceedings. Nothing herein is intended to or shall prejudge or commit City regarding any findings and detenninations required to be made in connection with adoption of a resolution of necessity. Should City elect not to proceed with condemnation, Developer may proceed with development of the Project as if it had constructed such PFFP or public improvements on land not owned by Developer. Section 4.14 Reimbursement of Specific Plan. Costs. Developer represents and warrants that prior to the Effective Date, Developer has incurred a total of approximately $3,500,000.00 in planning, consultant, legal and City fees and costs in connection with the preparation and processing of the Specific Plan, including without limitation the Specific Plan EIR, the PFFP, the MAF and defending the General Plan and Water Supply Assessment, and all related City approvals necessary for the implementation of the Specific Plan (collectively, "Specific Plan Processing Costs"). For so long as the Specific Plan, as it may be amended from time to time, remains in effect, City agrees to 36 886165v7G 80078/0016 use good faith, diligent efforts to cause the owners and/or developers of Additional Parcels, upon development pf such properties, to reimburse Developer for their fair share (determined by -land area) of the Specific Plan Processing Costs and their fair share_ (determined by land area) of Developer's actual out-of-pocket costs of designing and installing water tank as provided in Section 4.l 0, above. Developer shall indemnify, defend and hold City harmless in connection with any claims brought by such developers challenging the validity of such Specific Plan and/or water tank reimbursement charges. City shall have no obligation to pay or reimburse Developer for.any portion of the Specific Plan Processing Costs or water tank design and installation costs. Section 4.15. City's Option to Complete Off -Site Public hnprovements. City, at its sole option, may construct all ora portion of the off-site public improvements required to be constructed by Developer under this Agreement, including all or a portion of the Rohnert Park Expressway and Keiser Avenue improvements, at dates earlier than those contemplated, by this Agreement, provided, however, any such work must be commenced by City prior to commencement by Developer. If City opts to construct one or more of such off-site public improvements, Developer shall (i) dedicate to City the necessary right of way (without any PFFP Fee credit) for such improvements, (ii) pay all of City's out-of-pocket costs and expenses; including attorneys fees and appraiser and other expert witness costs, incurred in connection with the acquisition of necessary right of way from other Specific Plan area property owners, and (iii) pay to City, within thirty (30) days following City's request, the full amount needed to complete such off-site public improvements at the amounts described in the approved PFFP. Developer shall be entitled to receive a credit towards PFFP Fees otherwise payable by Developer for all funds paid under clause (iii) above and, to the extent Developer funds the cost of third party right of way acquisitions as provided in clause (ii) above, Developer shall be eligible for potential reimbursement of such right of way acquisition costs as provided in Section 4.03.C., above. If City opts to construct all or a portion of one or more off-site public improvements, Developer, subject to satisfaction of its obligations under clauses (i), (ii) and (iii) above, may proceed with development of the Project as if Developer had provided the off-site public improvement to be constructed by City. ARTICLE 5. DEVELOPMENT STANDARDS AND REQUIREMENTS Section 5.01 Compliance with State and Federal Law. Developer, at its sole cost and expense, shall comply with requirements of, and obtain all permits and approvals required by, regional, State and Federal agencies having jurisdiction over the Project. Section 5.02 Prevailing Wage Requirements. A. Developer acknowledges and agrees that all improvements paid for directly or indirectly with the proceeds of CFD Bonds or other public funds will constitute construction, alteration, demolition, installation, or repair work done under contract and paid for in whole or in part out of public funds as provided under California Labor Code Section 1720.. Accordingly, Developer shall comply with, and cause its 37 886165v7G 80078/0016 contractors and subcontractors to comply with, all State Labor Code requirements and implementing regulations of the Department of Industrial Relations pertaining to "public works," including the payment of prevailing wages in connection with development of the Project (collectively, "Prevailing Wage Laws"). Developer shall require the contractor for the ,Project or any portion thereof involving any such publicly financed improvements, to submit, upon request by City or County, as applicable, certified copies of payroll records to City, and to maintain and make records available to City and its designees for inspection and copying to ensure compliance with Prevailing Wage Laws. Developer shall also include in each of its contractor agreements, a provision in form acceptable to City, obligating the contractor to require its contractors and/or subcontractors to comply with Prevailing Wage Laws, and to submit, upon request by City, certified copies of payroll records to. City and to maintain and make such payroll records available to City and its designees for inspection and copying during regular business hours at the Property or at another location within City. B. Developer shall defend (with counsel reasonably acceptable to the City), indemnify, assume all responsibility for, and hold harmless City and its officers, officials, employees, volunteers, agents and representatives from and against any and all present and future liabilities, obligations, orders, claims, damages, fines, penalties and expenses (including attorneys' fees and costs) arising out of or in any way connected with Developer's or its contractors'.obligations to comply with all.Prevailing Wage Laws, including all claims that may be made by contractors, subcontractors or other third party claimants. pursuant to Labor Code sections 1726 and 1781.. Section 5.03 Green Building and Smart Growth. Developer shall cooperate and work with City to establish "green" (i.e., environmentally sensitive) and "smart growth" development standards and requirements in accordance with the General Plan and Specific Plan, sufficient to ensure that (i) all single-family detached units.will achieve a minimum of 100 points, (ii) all single-family attached units will achieve a minimum of 90 points, and (iii) all multifamily units shall achieve a minimum of 80 points under the "Build It Green 2005 Edition of the New Home Construction Green Building Guidelines adopted by the City Council on March 14, 2006 by Resolution 2006-67. Such standards and requirements shall address issues including sustainable site planning, safeguarding water quality and water efficiency, optimizing energy performance, conserving and recycling materials and resources, and improving indoor environmental quality. Each of the above specified minimum point requirements shall include a minimum of 10 points for recycled water, community and innovation credits. In addition, Developer or its successor with respect to the Commercial Core shall cooperate with City to develop green building standards for the Commercial Core commercial and mixed-use buildings, which shall be incorporated into the development area plan for the Commercial Core. The Commercial Core development area plan shall be subject to review and approval by the City Council in its reasonable discretion. Section 5.04 Public Art Fee. Developer shall pay City a fee for public art in amount equal to one percent (I %) of the assessed valuation, calculated as of the time of completion of construction of all commercial and retail buildings and associated 38 8861 65v7 80078/0016 improvements within the Project. The public art fee shall be payable prior to City's issuance of a certificate of occupancy for the building or improvement in question. To the extent the County Assessor has not made a final determination regarding the assessed valuation of the commercial and/or retail property in question, the fee shall be as detennined by the City Manager or his or her designee in his or her reasonable discretion based on the anticipated assessed valuation. Promptly following the County Assessor's final determination of the assessed valuation for all commercial and/or retail properties a true -up adjustment of the public art fee shall be made with Developer paying any shortfall to City or City returning any overpayment to Developer, as applicable. Commercial and/or retail properties which also include a residential component shall be subject to the public art fee, however the amount of the fee shall be prorated based upon the ratio that the assessed valuation of the commercial and/or retail improvements bears to the overall assessed valuation of the improvements. Subject to approval by City's Cultural Arts Commission, which may be granted or denied on a case by case basis in its discretion, Developer may cause public art installations to be constructed and installed at approved locations within the Project. Developer shall submit to the Cultural Arts Commission detailed drawings of any proposed public art installations, together with fixed price bids for. the purchase and installation of such art and such other information as may be reasonably requested by the Cultural Arts Commission to evaluate the proposal. To the extent any such installations are approved by the Cultural Arts Commission, Developer shall receive a credit for Developer's actual out-of-pocket costs of such installations, not to exceed the amount of the fixed price bids, which credit will be applied towards the public art fees otherwise payable by Developer. Section 5.05. Intentionally Omitted. Section 5.06 Sale Tax Point of Sale Designation. Developer shall use good faith efforts to require all persons and entities providing bulk lumber, concrete, structural steel and pre -fabricated building components, such as roof trusses, to be used in connection with the construction and development of, or, incorporated into, the Project, to designate City as the sole point-of-sale for purposes of computing sales taxes due under the Bradley -Burns Uniform Local Sales and Use Tax Law (California Revenue and Taxation Code sections 7200 et seq. and implementing regulations) on the sale of such bulk construction and building materials and components. Section 5.07 Affordable Housing Plan. Developer shall comply with the provisions of the Affordable Housing Plan for the Project, attached hereto as Exhibit D ( "Affordable Housing Plan "). Developer's compliance with all provisions of the Affordable Housing Plan shall be deemed to satisfy Developer's obligations under the City's inclusionary zoning ordinance (City Municipal Code section 17.07.020(N)). Section 5.08 Intentionally Omitted 39 886165v7G 80078/0016 Section 5.09 Commercial Core. A. Developer, at its expense, shall prepare, submit to City and obtain City approval of a development area plan for the Commercial Core within one (1) year of the Effective Date, and in any event prior to approval of the final maps for VO 2 and VO 4. B. City will not issue more than four hundred ten (4l 0) residential building permits, cumulative, for UD 1, VO l and VO 2. (including market rate and Affordable Units, but excluding Commercial Core Affordable Units located above the Phase I Commercial Core), until Developer has commenced vertical construction of the restaurant/retail space (including at least 35 Commercial Core Affordable Units located on the second floor) along both sides of the Vast Oak Connector Road from Rohnert Park Expressway to the southern edge of Twin Creeks Park; as shown on Exhibit A attached hereto ("Phase 1 Commercial Core"); provided, however, the City Manager may in, his sole discretion allow issuance of additional residential permits within UD 1, VO 1 and VO 2 (but not to exceed six hundred sixty (660) residential building permits, cumulative), if he/she determines that issuance of such additional permits will further City's objectives to ensure the timely, efficient, orderly and proper development of the Project. Thereafter, construction of all of all Phase 1 Commercial Core improvements shall be completed within eighteen (18) months following commencement; provided, however, no more than two hundred (200) residential building pennits, cumulative, shall be issued on VO 2, VO 3, VO 4, VO 5 and VO 6, until :Developer has completed all Phase I Commercial Core improvements. The -Phase 1 Commercial Core improvements shall contain at least 50,000 gross square feet of restaurant/retail space and include, at a minimum, the buildings along the "plaza" (currently proposed as 6 buildings), including the end -cap restaurant/retail spaces at the corners of Rohnert Park Expressway and the north -south connector road. The Commercial Core Affordable Units located on the second floor of the Phase I Commercial Core shall not count against the two hundred (200) residential building permits specified above. C. Developer shall complete the balance of the Commercial Core, as depicted on Exhibit A attached hereto ("Phase 2 Commercial Core"), and obtain certificates of occupancy within thirty-six (36) months following commencement of the Phase 1 Commercial Core improvements. D. Within the Phase 1 Commercial Core, Developer shall make available to City, for the useful life of the Phase 1 Commercial Core buildings, at no charge to City: (1) two thousand (2,000) square feet for use as a police substation/public safety office, and (ii) separate fully -fixtured men's and women's public restroom facilities located in close proximity to the police substation/public safety office at a location mutually acceptable to City and Developer. Developer's initial build out of the police substation/public safety office referenced in clause (i) above, shall include standard "vanilla shell" improvements, including the installation of a storefront, electrical stubs, a sewer main line running in the slab, separate fully -fixtured men's and women's restrooms, ceiling and ceiling lighting and dry wall, all which shall be constructed and installed by 40 886165v7G 80078/0016 Developer at its expense. In addition, Developer shall provide to City a $15 psf improvement allowance to fund additional or upgraded tenant improvements over and above the vanilla shell improvements referenced above. The men's and women's public restroom facilities described in clause (ii) above shall be constructed and installed by Developer at its expense. E. Within the Phase 2 Commercial Core at a location. reasonably acceptable to the City Manager or his or her designee, Developer shall ensure that not less than two thousand (2,000) square feet of building space, plus not less than the minimum square footage of outdoor play area required by State law, is devoted for use as a childcare facility. City Manager may waive, from time to time, the childcare use requirement in his or her sole discretion, if he/she determines that adequate child care facilities in the vicinity of the Project are available to the community and that such waiver will further City's objectives to ensure the timely, efficient, orderly and proper leasing of commercial space within the Project. F. The anchor store to located within the Phase 2 Commercial Core shall not exceed forty thousand (40,000) gross square feet; provided, however, City agrees that the gross square footage area of the Phase 2 Commercial Core anchor store may be increased up to a maximum of fifty-five thousand (55,000) gross square feet, provided the initial tenant of such store is a Specialty Grocery Store. If Developer desires to construct an anchor store in excess of 40,000 gross square feet, Developer, prior to issuance of a building permit for such anchor store, shall provide to City for review and approval a binding lease letter of intent between Developer and the Specialty. Grocery Store tenant, together with such other information as may be reasonably requested by the City Manager or his or her designee confinning that the Specialty Grocery Store tenant is contractually obligated to commence operation and open for business within the anchor store upon completion of construction of such store, including associated tenant improvements. G. Prior to recordation of the final map for the Commercial Core, or portion thereof, Developer shall prepare and submit proposed conditions, covenants and restrictions ("CC&Rs") for the Commercial Core to the City Manager or his or her designee for his or her review and reasonable approval to ensure such CC&Rs are consistent with this Agreement and the Project Approvals. The CC&Rs for the Commercial Core shall require, among other things, that (a) the Phase I Commercial Core space must be devoted exclusively to restaurant/cafe and/or retailuses, except that uses which complement an active, pedestrian friendly Commercial Core, such as automatic teller machines, halt salons, fitness centers, may be approved by the City Manager or his or her designee is his or her sole discretion, and (b).thrift stores, liquor stores, bail bonds, check cashing, cigarette and smoke shops, pawn shops, tattoo parlors, and adult oriented businesses shall be prohibited from all portions of Commercial Core, except that wine stores or gounnet food stores selling alcohol are not prohibited. The CC&Rs shall designate City as a third party beneficiary of the foregoing use restrictions with right of enforcement.. As used herein the term restaurant/cafe and/or retail use means a use in which no less than eighty percent (80%) of the gross leaseable area of the space 41 886165v7G 80078/0016 leased is devoted primarily to the retail sale of new merchandise, articles and wares, and food products. Examples of restaurant/cafe and/or retail uses include such uses as apparel and jewelry stores, home furnishings, gift and specialty boutiques, and eating and drinking establishments. As used herein bank, financial, medical, real estate and related professional office uses shall include those uses within the Personal and Financial Services, Medical Offices, Professional Offices, Personal Improvement Services, Personal Services, Used Merchandise Stores, and Social Services categories pursuant to the 1987 Standard Industrial Classification System ( "MCS"). Examples of bank, financial, medical, real estate and related professional office uses include accounting services; insurance agencies; banks and savings and loans; doctors offices; chiropractors and others practicing the healing arts; engineers; computer software consulting; real estate businesses; fine arts, dance, or fitness studios; business and trade schools; beauty salons; massage or tattoo parlors, dry-cleaning establishments; sales of used merchandise; and correctional and mental or alcohol and/or drug rehabilitation centers. ARTICLE 6. MORTGAGEE PROTECTION Section 6.01 Mortgagee Protection. This Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording the Agreement, including the lien of any deed of trust or mortgage ( "Mortgage "). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be.binding upon and effective against and shall run to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee ( "Mortgagee "), who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise. Section 6.02 Mortgagee Not Obligated. Notwithstanding the provisions of' Section 6.01 above, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any use except in full compliance with the Project Approvals nor to construct. any improvements thereon or institute any uses other than those uses or improvements provided for or authorized by the Agreement, or otherwise under the Project Approvals. Section 6.03 . Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any notice of default given Developer hereunder and specifying the address for service thereof, then City agrees to use its best efforts to deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with respect to any claim by City that Developer has committed an event of default, and if City makes a determination of noncompliance hereunder, City shall likewise use its best efforts to serve notice of such noncompliance on such Mortgagee concurrently with service thereon on Developer. Each Mortgagee shall have .the right during the same period available to Developer to cure or remedy, or to 42 886165v7G 80078/0016