2020/03/24 City Council Resolution 2020-027 RESOLUTION NO. 2020-027
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING A THREE YEAR EXTENSION TO THE TERM OF THE DEVELOMENT
AGREEMENT BY AND BETWEEN THE CITY OF ROHNERT PARK AND PENN
GROVE MOUNTAIN LLC, SUCCESSOR IN INTEREST TO REDWOOD EQUITIES
LLC
WHEREAS, on December 14, 2010, the City Council of the City of Rohnert Park
adopted Ordinance No. 832 approving a Development Agreement with a ten year term (the
"Development Agreement") by and between the City of Rohnert Park and the Redwood Equities
LLC to allow for the orderly development of an area known as the Southeast Specific Plan,; and
WHEREAS, the City Council of the City of Rohnert Park approved a first amendment to
the Development Agreement on December 9, 2014 making changes to the affordable housing
plan and requirements for a water storage tank; and
WHEREAS, on September 16, 2016, Redwood Equities entered into an Assignment and
Assumption Agreement with Penn Grove Mountain LLC, its successor in interest, where
Redwood Equities assigned all of its rights and obligations under the Development Agreement
and Penn Grove Mountain LLC assumed all of the rights and obligations under the Development
Agreement; and
WHEREAS,the City Council of the City of Rohnert Park approved a second amendment
to the Development Agreement on February 28, 2018, extending the date for completing the
water storage tank; and
WHEREAS, the City Council of the City of Rohnert Park approved a third amendment
to the Development Agreement on May 14, 2019, removing the requirement for the on-site water
tank and providing for the development of two additional housing units; and
WHEREAS, the City Council of the City of Rohnert Park approved a fourth amendment
to the Development Agreement on November 26, 2019, making modifications to the affordable
housing plan to support the developer's application for affordable housing tax credits; and
WHEREAS, Article 2 of the Development Agreement provides that the Developer may
request for one three year extension to the term of the Development Agreement and on February
11, 2020,the Developer made such a request; and
WHEREAS, Section 2.06 of the DA requires review of a requested extension in the
same manner as annual reviews and provides that a request can be denied, conditioned or
shortened only if the Developer is in default or has not satisfied all material requirements or
project conditions; and
WHEREAS,the Developer is making progress on its project, is not in default under the
Development Agreement and has fully satisfied the terms of the Development Agreement to
date; and
WHEREAS, it is beneficial to the City to continue the orderly development of the
Southeast Specific Plan Area in accordance with the terms of the Development Agreement.
NOW,THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park as follows:
1. The City Council hereby finds that this extension is consistent with the previously
approved Environmental Impact Report (EIR) prepared to address the potentially significant
adverse environmental impacts associated with the planning, construction, or operation of the
SESP and to identify appropriate and feasible mitigation measures and alternatives that may be
adopted to significantly reduce or avoid the impacts identified in the FIR. The City certified the
Final EIR for the Southeast Specific Plan project on December 10, 2010. The proposed extension
was contemplated in the original DA and EIR and will not result in additional environmental
effects not previously evaluated in the EIR. Given the nature of the amendment proposed here,
there will not be any changes to the proposed project not previously analyzed or to the
previously-identified effects and mitigation measures. No additional environmental review is
necessary.
2. The City Council does hereby approve a three year extension to the term of the
Development Agreement by and between Penn Grove Mountain LLC, a California Limited
Liability Company and successor in interest to Redwood Equities LLC, and the City of Rohnert
Park, a municipal corporation.
3. The City Manager is hereby authorized and directed to take all actions to effectuate this
approval on behalf of the City of Rohnert Park, including execution of the Notice of Term
Extension in substantially similar form to Exhibit A, attached hereto, subject to minor
modifications by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 24th day of March 2020.
CITY OF ROHNERT PARK
I/
Jose T. Callinan, Mayor
ATTEST:
Sylvia Lo uevas, Assistant City Clerk
Attachment: Exhibit A
I) 4771
A�IS: BELFORTE: STAFFORD: CKENZIE: CALLINAN:
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Resolution 2020-027
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Exhibit A to Resolution
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attention: City Clerk
(Space Above This Line for Recorder's Use Only)
Exempt from recording fee per Gov. Code §27383
NOTICE OF EXTENSION OF TERM OF
DEVELOPMENT AGREEMENT
THIS NOTICE OF EXTENSION OF TERM OF DEVELOPMENT AGREEMENT
("Term Extension") is entered into as of , 2020, by and among PENN GROVE
MOUNTAIN, LLC, a California Limited Liability Company ("Developer") and the CITY OF
ROHNERT PARK, a California municipal corporation ("City"). City and Developer are
sometimes referred to herein as a"Party"and collectively as"Parties."
RECITALS
A. The City of Rohnert Park and Redwood Equities, LLC, Developer's predecessor-
in-interest ("Redwood Equities"), entered into that certain Development Agreement, as of
December 7, 2010, recorded on December 15,2010,as Instrument No.2010114199 in the Official
Records of Sonoma County ("Original Development Agreement"), with respect to that certain
real property described therein and in Exhibits A and B, attached hereto and incorporated herein
by this reference(the "Property").
B. The City and Redwood Equities entered into that certain First Amendment to
Development Agreement dated December 9, 2014, and recorded on September 29, 2015, as
Instrument No. 2015085465 in the Official Records of Sonoma County, to, among other things,
revise the specifications for the Water Tank(the "First Amendment").
C. On September 9, 2016, Redwood Equities and Developer entered into an
Assignment and Assumption Agreement recorded in the Official Records of Sonoma County as
Instrument No.2017039425, whereby Redwood Equities assigned all rights and obligations of the
Development Agreement to Developer, Penn Grove Mountain, LLC, and Developer assumed all
rights and obligations of the Development Agreement.
D. Thereafter,the City and Developer entered into that certain Second Amendment to
Development Agreement dated February 28, 2018 and recorded on February 28, 2018, as
Instrument No.2018013757 in the Official Records of Sonoma County,to revise certain conditions
associated with the timing of the construction of the Water Tank (the "Second Amendment").
The Original Development Agreement as amended by the First Amendment and the Second
Amendment may be collectively referred to herein as the"Development Agreement."
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E. The City and Penn Grove Mountain LLC entered into that certain Third
Amendment to Development Agreement dated April 19, 2019 and recorded on May 20, 2019, as
Instrument No. 2019033687 in the Official Records of Sonoma County to eliminate the water tank
from Parcel B. require the construction of a water transmission line, provide for the reconveyance
of the water tank parcel to the developer at fair market value, and allow development of two lots
on the water tank site (the"Third Amendment").
F. The City and Penn Grove Mountain LLC entered into that certain Fourth
Amendment to Development Agreement dated November 26, 2019 and recorded on December 5,
2019 as Instrument No. 2019092549 in the Official Records of Sonoma County to make
modifications to the affordable housing plan to support the developer's application for affordable
housing tax credits (the"Fourth Amendment"). The Original Development Agreement as
amended by the First Amendment, Second Amendment, Third Amendment and Fourth
Amendment may be collectively referred to herein as the "Development Agreement."
G. The original Term of the Development Agreement is through January 13, 2021.
Article 2 of the Development Agreement provides that the Developer may request for one three
year extension to the term of the Development Agreement and on February 11, 2020, the
Developer made such a request.
H. Section 2.06 of the DA requires review of a requested extension in the same
manner as annual reviews and provides that a request can be denied, conditioned or shortened if
the Developer is in default or has not satisfied all material requirements or project conditions.
I. As the Developer is making progress on its project, is not in default under the
Development Agreement and has fully satisfied the terms of the Development Agreement to
date, the City approved Developer's request for a three-year term extension.
J. The Parties now desire to enter into this Term Extension to set forth the extended
term of the Development Agreement.
AGREEMENT
NOW,THEREFORE, in consideration of the promises,covenants and provisions set forth
herein, the receipt and adequacy of which is hereby acknowledged,the Parties agree as follows:
1. Defined Terms. All capitalized terms used and not otherwise defined in this
Fourth Amendment shall have the same meaning as in the Development Agreement. Any defined
terms in the Recitals above are hereby added to the Development Agreement.
2. Extension of Term. The Term, as defined in Section 2.03, has been extended an
additional three years for a termination date on January 13, 2024.
3. Effect of Term Extension. Except to the extent the Development Agreement is
modified by this Term Extension, the remaining terms and provisions of the Development
Agreement shall remain unmodified and in full force and effect.
4. Counterparts.This Term Extension may be executed in counterparts,each of which
shall be deemed an original, but all of which together shall constitute one and the same
Amendment.
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5. Effective Date. This Term Extension is effective upon its recordation with the
Sonoma County Recorder's Office.
[Intentionally left blank. Signatures continue on following page. Signatures must be
notarized]
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IN WITNESS WHEREOF, this Term Extension has been entered into by and between
Developer and City as of the day and year first above written.
CITY:
City of Rohnert Park. a California municipal
corporation
By:
City Manager
Authorised by Resolution 2020- , adopted by
the Rohner!Park City Council on March 24, 2020.
Approved as to Form:
By:
City Attorney
Attest:
By:
City Clerk
DEVELOPER:
Penn Grove Mountain, LLC
a California limited liability company
By:
Title:
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ACKNOWLEDGMENTS
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that
document.
STATE OF CALIFORNIA )
COUNTY OF )
On _, 20 before me, , Notary Public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature: (seal)
******************************
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that
document.
STATE OF CALIFORNIA )
COUNTY OF )
On _, 20_before me, , Notary Public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Signature: (seal)
Acknowledgment
Exhibit A and B
Legal Description of the Property
[to be inserted]
Exhibit A