2020/09/08 City Council Resolution 2020-087OAK #4824-3290-2082 v4
2.[Intentionally Omitted]
3.[Intentionally Omitted]
4.[Intentionally Omitted]
5. Improvements
5.1 Duty to Install Improvements. Foundation agrees to design, construct, install and
complete, or cause to be designed constructed, installed and completed, at the Foundation’s sole cost and
expense, the Improvements, in accordance with the improvement plans described in Recital B. above (the
“Improvement Plans”) and to the satisfaction of the City Engineer, in his/ her reasonable discretion.
Foundation will also supply or cause to be supplied all labor and materials therefor, all in strict
accordance with the terms and conditions of this Agreement. Without limiting the foregoing, Foundation
will assure that all on-site work shall be done under the direction and control of Contractor, or other
licensed contractor. The construction, installation and completion of the Improvements including all
labor and materials furnished in connection therewith are hereinafter referred to collectively as the
"Work."
EXHIBIT A
ACCESS AND IMPROVEMENT AGREEMENT
CITY OF ROHNERT PARK
GOALS FOUNDATION
This Access and Improvement Agreement (the "Agreement") is made and entered into on this ______ day
of ______________ 2020 (the "Effective Date") by and between Reach Your Goals Foundation
(“Foundation”), and the CITY OF ROHNERT PARK, a California municipal corporation ("City"). City
and Foundation are sometimes referred to hereinafter individually as “Party” and collectively as “Parties”.
RECITALS
A. The City owns the Alicia Park Tennis Court, located at 295 Santa Alicia Drive, Rohnert
Park (the “Park”).
B. Foundation desires to donate certain improvements to the City for the Park. Foundation
has submitted specifications and drawings for the improvements prepared by Musco Lighting , and titled
Goals Foundation Sonoma County Alicia Park Mini-Pitch, August 13,2020, which were approved by the
City Engineer on the 23 day of August 2020 (the “Improvements”). City desires to provide access to the
Park and to allow Foundation, at Foundation’s sole cost and expense, to cause its licensed general
contractor reasonably acceptable to the City Engineer (“Contractor”) to install the Improvements, and
desires to accept the Improvements once completed, upon the terms and conditions set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the faithful performance of the terms and conditions set
forth in this Agreement, the parties hereto agree as follows:
1. Incorporation of Recitals. The foregoing Recitals are true and correct and are hereby
incorporated into and form a material part of this Agreement
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City shall not be responsible or liable for any aspect of the design, construction,
installation or completion of the Improvements or Work. City shall not be responsible or liable for the
maintenance or care of the Improvements until City formally approves and accepts them in accordance
with its policies and procedures. City shall exercise no control over the Improvements until approved and
accepted. Any use by any person of the Improvements, or any portion thereof, shall be at the sole and
exclusive risk of the Foundation at all times prior to City’s acceptance of the Improvements. Foundation
shall maintain (or cause to be maintained) all the Improvements in a state of good repair until they are
completed by Contractor and approved and accepted by City. City agrees to notify Foundation in writing
of the deficiencies and the actions required to be taken by the Foundation to cure the deficiencies.
Foundation shall have thirty (30) days from the date of the notice within which to correct, remedy or cure
the deficiency. If the written notification states that the problem is urgent and relates to the public health
and safety, then the Foundation shall have twenty-four (24) hours to correct, remedy or cure the
deficiency. City shall not be responsible or liable for any damages or injury of any nature in any way
related to or caused by the Improvements or their condition prior to acceptance.
5.2. Completion Date. Foundation will complete (or cause the Contractor to
complete) the Work within sixty (60) calendar days of the Effective Date. All Work will be completed in
a good and workmanlike manner in accordance with the approved design, good construction practices,
and all requirements of this Agreement. This completion date may be extended by the City in its sole and
absolute discretion at the request of Foundation, which request shall be accompanied by a written
assurance acceptable to the City Attorney that the securities required by Section 6 shall remain
enforceable throughout the term of the extension.
5.3. Estimated Cost of Work. The estimated cost of the Work is Eighty-Five
Thousand Dollars. Notwithstanding this estimate, Foundation hereby acknowledges and agrees that (a)
the City had not given any assurances regarding the accuracy of the estimate, (b) the actual costs to
complete the Work may exceed this estimate, (c) the City has not agreed to pay any shortfall, , and (d) if
there is a shortfall, that Foundation is still obligated to complete the Work at its own cost, expense, and
liability.
5.4. Modifications to the Plans. Approval of this Agreement by City does not release
Foundation of its responsibility to correct (or cause to be corrected) mistakes, errors or omissions in the
Improvement Plans. While the City Engineer has no obligation to further assess the Improvement Plans,
if, at any time, in the opinion of the City Engineer, in his/her reasonable discretion, the Improvement
Plans are deemed inadequate in any respect Foundation agrees to make (or cause to be made) such
modifications, changes or revisions as necessary in order to complete the Work in a good and
workmanlike manner in accordance with accepted design and construction standards.
5.5. Foreman or Superintendent. Foundation’s Monica Rowley (707-477-2806) shall
give his/her personal attention to the Improvements. Foundation shall cause Contractor to name in
writing, prior to commencement of the Work, a competent foreman or superintendent, satisfactory to the
City Engineer, in his/her reasonable discretion, with authority to act for and on behalf of Contractor The
approved foreman or superintendent shall be present on the Park during the performance of the Work.
Any change in the foreman or superintendent will require advance notification to the City Engineer and
concurrence of the City Engineer and the Engineer of Record (Musco Lighting or other) for the
Improvement Plans.
5.6. Encroachment Permits. An Encroachment Permit is not required from the City in
order to perform the Work.
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5.7. Inspection: All of the Improvements shall be constructed and installed to the
satisfaction of the City Engineer, in his or her reasonable discretion. City and its authorized agents shall,
at all times during the construction of the Improvements, have free access to the Improvements and shall
be allowed to examine and inspect the Improvements and all material used and to be used in the
Improvements to confirm compliance with City Plans and Specifications. Inspection by City or its
employees or agents shall not relieve Foundation of its liability for design defects or improper or
inadequate workmanship.
5.8. Commencement of Construction. Foundation shall not authorize Contractor to
commence construction of the Improvements until Foundation has received written authorization from
City to proceed. Written authorization shall be in the form of signed approved plans. All work
performed on the Improvements shall be done in strict compliance with the City approved specifications
and drawings, in a good and workmanlike manner, and in strict compliance with all applicable laws,
rules, ordinances and regulations (including without limitation those related to COVID-19 under
applicable orders of the County of Sonoma Health Officer).
5.9. No Waiver by City. Inspecting of the work and/or materials, or approval of work
and/or materials, or a statement by an officer, agent or employee of the City indicating the work complies
with this Agreement, or acceptance of all or any portion of the work and/or materials, or payments
thereof, or any combination of all of these acts shall not relieve Foundation of its obligation to fulfill this
Agreement; nor limit any City remedies for breach thereof.
5.11. Erosion Control. Pursuant to Rohnert Park Municipal Code Chapter 15.52,
Foundation shall be responsible for the control of erosion on the Park and shall cause Contractor to
prevent its entry into the storm drainage system.
5.12. Prevailing Wages. Foundation shall comply, and shall cause Contractor (and
any subcontractors) to comply, with all applicable requirements under the Labor Code to pay
prevailing wages. Copies of the determination of the Director of the Department of Industrial Relations
of the prevailing rate of per diem wages for each craft, classification or type of worker needed to
execute this Contract will be on file and available at Development Services, Rohnert Park City Hall,
130 Avram Ave. Foundation must cause Contractor to post at the work site, for the duration of the
Work, a copy of the determination by the Director of the Department of Industrial Relations of the
specified prevailing rate of per diem wages. (Labor Code § 1773.2.)
Foundation shall cause Contractor (and any subcontractor engaged by Contractor) to
pay not less than the specified prevailing rate of per diem wages to all workers employed in the
execution of the Work. (Labor Code § 1774.) Foundation shall ensure and cause Contractor to ensure
that use of any volunteer labor on the project is in compliance with Section 1720.4 of the Labor Code
any related regulations. Foundation is responsible for causing compliance with Labor Code section
1776 relative to the retention and inspection of payroll records.
Foundation must cause Contractor to comply with all provisions of Labor Code section
1775. Under Section 1775, Contractor may forfeit as a penalty to City up to $200.00 for each worker
employed in the execution of the Work by any subcontractor for each calendar day, or portion thereof,
in which the worker is paid less than the prevailing rates. Foundation may also be liable to cause
Contractor to pay the difference between the prevailing wage rates and the amount paid to each worker
for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage
rate.
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Nothing in this Agreement prevents Foundation, Contractor or any subcontractor from
employing properly registered apprentices in the execution of the Contract. Foundation is responsible
for causing Contractor to comply with Labor Code section 1777.5 for all apprenticeable occupations.
This statute requires that contractors and subcontractors must submit contract award information to the
applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a
ratio of not less than one hour of apprentice’s work for every five hours of labor performed by a
journeyman (unless an exception is granted under § 1777.5), must contribute to the fund or funds in
each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and
subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the
ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in
Labor Code section 3077, who are in training under apprenticeship standards and who have written
apprentice contracts, may be employed on public works in apprenticeable occupations.
Further, Foundation agrees to defend, indemnify and hold City, its elected officials,
officers, employees, and agents free and harmless from any and all claims, damages, suits or actions
arising out of or incident to Foundation or Contractor's obligations under this section and the payment
of prevailing wages.
5.13. Contractor Licenses; Construction Contract. All work performed on the
Improvements shall be done only by contractors licensed in the State of California and qualified to
perform the type of work required and comply with the City's Business License Ordinance. Foundation
shall provide the City Engineer with a copy of its contract with Contractor, which shall (i) contain
Contractor’s express agreement to perform all of its obligations specified in this Agreement, (ii)
expressly identify the City as an express third-party beneficiary, including without limitation for all
indemnities, warranties and guarantees, and (iii) expressly acknowledge that the City shall have no
liability or responsibility for making any payments to Contractor, and that instead Contractor will look
solely to the Foundation for all payments thereunder or in connection with the Work or Improvements.
5.14. Repair of Work Damaged During Construction. Foundation agrees to repair or
cause to be repaired in a timely manner at its sole cost and expense all public or private property damaged
as a result of or incidental to the Work or in connection with the Improvements. City shall be under no
obligation whatsoever to accept the Work completed under this Agreement until such time as all repairs
have been completed, except as otherwise provided in section 5.18.1
5.15. Payments. Foundation agrees that it will pay or cause to be paid, when due, all
those furnishing labor or materials in connection with the Work. Code.
5.16. Liability for Work Prior to Formal Acceptance. Until the City Council or City
Engineer has formally accepted the Improvements, Foundation shall be solely responsible for all
damage to the work, regardless of cause, and for all damages or injuries to any person or property at
the work site, except damage or injury due to the sole or active negligence of City, or its employees.
Foundation shall replace or repair (or cause Contractor to replace or repair) any portion of the
Improvements that have been destroyed or damaged prior to final acceptance of completed work by
the City Council or the City Engineer. Any such repair or replacement shall be to the satisfaction and
subject to the approval of the City Engineer.
5.17. Completion of Work. After Foundation completes or causes completion of the
Work in accordance with the Improvement Plans and the terms and conditions of this Agreement and (b)
repairs (or causes to be repaired) any private or public property damaged as a result of the Work r,
Foundation will provide City with a written notice of completion.
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5.18. Final Acceptance.
5.18.1 Notice of Completion. Within thirty (30) days of receipt of Foundation's
written notification pursuant to Section 5.17 above, City Engineer shall inspect the Work and repairs and
review the written acceptances, if any, and send Foundation a written notice stating whether the Work and
repair are complete to the satisfaction of the City Engineer, in his/her reasonable discretion. If the Work
and repair are, in the opinion of the City Engineer, not complete and satisfactory, the City Engineer will
list the deficiencies that must be corrected to find the Work and repair complete and satisfactory. Upon
satisfactory completion of the Work and repair, the City Engineer will send Foundation a written notice of
satisfactory completion. . City Engineer's failure to respond to Foundation s written notification within
thirty (30) days will not be deemed a breach or default under this Agreement.
5.18.2 Acceptance of Improvements. After sending Foundation a written notice
of satisfactory completion pursuant to Section 5.18.1, the City Engineer will recommend acceptance of
the Improvements, or a portion thereof, to the City Council. The acceptance of the Improvements shall be
by resolution.
5.19. Warranty Periods; Repair and Reconstruction. Without limiting the foregoing,
Foundation expressly warrants and guarantees all work performed under this Agreement and all materials
used in the Work for a period of one (1) year after the date of recordation of the notice of acceptance of
the improvements in accordance with Section 5.18. If, within this one (1) year period, any Improvement
or part of any Improvement installed or constructed, or caused to be installed or constructed by
Foundation or Contractor or any of the work done under this Agreement, fails to fulfill any of the
requirements of the Improvement Plans or this Agreement, Foundation shall, without delay and without
cost to City, repair, replace or reconstruct (or cause to be repaired, replaced or reconstructed) any
defective or otherwise unsatisfactory part or parts of the Work or Improvement to the satisfaction of the
City Engineer. Should Foundation fail to act promptly, by failing to (or to cause) repair, replace or
reconstruct work thirty (30) days after notification by City, or in accordance with this requirement, or
should the exigencies of the situation require repairs, replacements or reconstruction to be made before
Foundation can be notified, City may, at its option, make the necessary repairs, replacements or perform
the necessary reconstruction and Foundation shall pay to the City upon demand the actual cost of such
repairs, replacements or reconstruction. Additionally, Foundation will provide the 10-year
manufacturer’s warranty for materials and onsite labor.
5.20. Record Drawings. Upon completion of the Improvements and prior to final
acceptance by the City, Foundation shall deliver (or cause Contractor to deliver) to City one electronic
file, in a format specified by the City Engineer, and one hard copy of "as-built" drawings. These
drawings shall be in a form acceptable to the City Engineer, shall be certified by an engineer licensed by
the State of California as to accuracy and completeness, and shall reflect the Improvements as actually
constructed, with any and all changes incorporated therein. Foundation shall be solely responsible and
liable for ensuring the completeness and accuracy of the record drawings.
5.21. Ownership of Improvements. From and after acceptance of the Improvements by
formal action of the City Council, ownership of the Improvements shall be vested exclusively in City.
6 Indemnity and Insurance.
6.1 Indemnification. To the fullest extent permitted by law, Foundation agrees to
indemnify, defend and hold the City, its elective and appointed boards, commissions, officers, agents,
employees, consultants and volunteers, harmless from and against any and all claims, liabilities, losses,
damages or injuries of any kind (collectively, "Claims") arising out of Foundation’s, Contractor's, or
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Contractor's subcontractors', agents' or employees', acts, omissions, or operations under this Agreement,
including, but not limited to, the performance of the Work, whether such acts, omissions, or operations
are by Foundation, Contractor or any of their subcontractors, agents or employees, except to the extent
such Claims are caused by the sole or active negligence or willful misconduct of the City. This
indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards,
decrees, attorneys’ fees, and related costs or expenses, and the reimbursement of City, its elected officials,
officers, employees, and/or agents for all legal expenses and costs incurred by each of them.
The aforementioned indemnity shall apply regardless of whether or not City has
prepared, supplied or approved plans and/or specifications for the Work or Improvements and regardless
of whether any insurance required under this Agreement is applicable to any Claims. The City does not
and shall not waive any of its rights under this indemnity provision because of its acceptance of the bonds
or insurance required under the provisions of this Agreement. Foundation’s obligation to indemnify City
shall survive the expiration or termination of this Agreement.
Foundation shall also cause Contractor to indemnify and defend the City, its elective and
appointed boards, commissions, officers, agents, employees, consultants and volunteers, harmless from
and against any and all claims, liabilities, losses, damages or injuries of any kind, arising out of
Foundation’s, Contractor's, or Contractor's subcontractors', agents' or employees', acts, omissions, or
operations under this Agreement, including, but not limited to, the performance of the Work, whether
such acts, omissions, or operations are by Foundation, Contractor or any of their subcontractors, agents or
employees, except to the extent such Claims are caused by the sole or active negligence or willful
misconduct of the City.
6.2. Insurance. Foundation shall maintain (or cause Contractor to maintain)
Commercial General Liability Insurance protecting the Foundation and City from incidents as to bodily
injury liability and property damage liability that may occur as a result of the Work and additional repairs.
Foundation shall provide certificate(s) of insurance and endorsements to City before any Work
commences. The insurance policy shall contain, or be endorsed to contain, the following provisions:
(1) The City, its officers, elected officials, employees, consultants, agents and
volunteers are to be covered as additional insured’s as respects to liability arising
out of activities performed by or on behalf of Contractor. The coverage shall
contain no special limitations on the scope of protection afforded to the City, its
officers, elected officials, employees, consultants, agents and volunteers.
(2) The amounts of public liability and property damage coverage shall not be less
than $2,000,000 (Two Million Dollars) per occurrence for bodily injury, personal
injury and property damage.
(3) The insurance shall be maintained in full force until the work has been completed
to the satisfaction of the City Engineer.
(4) The insurance policy shall provide for 30 days’ notice of cancellation to the City.
The policy shall not be cancelled earlier than nor the amount of coverage be
reduced earlier than 30 days after the City receives notice from the insurer of the
intent of cancellation or reduction.
(5) Any failure to comply with the reporting provisions of the policy shall not affect
the coverage provided to the City, its officers, elected officials, employees,
consultants, agents and volunteers.
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(6) Contractor's insurance coverage shall be primary insurance as respects the City,
its officers, elected officials, employees, consultants, agents and volunteers. Any
insurance or self-insurance maintained by the City, its officers, elected officials,
employees, consultants, agents and volunteers shall be in excess of Contractor's
insurance and shall not contribute to it.
(7) Any deductibles or self-insured retentions must be declared to and approved by
City. At the option of City, either: (a) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects City, its elected officials,
officers, employees, agents, and volunteers; or (b) Foundation or Contractor shall
provide a financial guarantee satisfactory to City guaranteeing payment of losses
and related investigation costs, claims, and administrative and defense expenses.
(8) Foundation, Contractor and the policy insurance company agree to waive all
rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Contractor's workers' compensation
insurance policy which arise from the work performed by Foundation or
Contractor.
In the event that the required insurance is cancelled, Foundation shall either provide or cause Contractor
to provide replacement coverage or all work must cease as of the cancellation date until replacement
insurance coverage is provided.
6.3. Workers' Compensation Insurance. Contractor shall provide, or cause to be
provided, Workers' Compensation insurance as required by law, and shall cause its contractors and their
subcontractors, agents and representatives to also maintain Workers' Compensation insurance as required
by law. No Work shall commence until such Workers' Compensation insurance is obtained and in full
force and effect.
6.4. Other Insurance Requirements. Foundation shall cause Contractor to:
(1) Prior to commencing construction of the Improvements, furnish City with
properly executed certificates of insurance which shall clearly evidence all
insurance required in this section and provide that such insurance shall not be
canceled, allowed to expire or be materially reduced in coverage except on
thirty (30) days prior written notice to City.
(2) Provide to City certified copies of endorsements and policies if requested by City, and properly executed certificates of insurance evidencing the insurance required herein.
(3) Replace or require the replacement of certificates, policies and endorsements for any insurance required herein expiring prior to completion and acceptance of the Improvements.
(4) Maintain all insurance required herein from the time of execution of this
Agreement until the acceptance of the Improvements.
(5) Place all insurance required herein with insurers licensed to do business in
California.
7. Breach of Agreement; Opportunity to Cure; Remedies.
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7.1. Notice of Breach and Default. The occurrence of any of the following constitutes
a breach and default of this Agreement:
(1) Foundation refuses or fails to complete or cause the completion of the Work
within the time set forth herein or abandons the Work.
(2) Foundation assigns the Agreement without the prior written consent of City.
(3) Foundation is adjudged bankrupt or makes a general assignment for the benefit of
creditors, or a receiver is appointed in the event of Foundation's insolvency.
(4) Foundation, Contractor or any of their subcontractors, agents or employees, fail
to comply with any terms or conditions of this Agreement.
(5) Any delay in the construction of any portion of the Work or required
replacements or repairs, which in the reasonable opinion of the City Engineer,
endangers public or private property.
The City may serve written notice of breach and default upon Foundation and the bond surety, or (if
applicable) any financial institution holding the security.
7.2. Breach of Agreement; Performance by City. If the City gives Foundation notice,
under Section 8.1, of breach and default of this Agreement, the City may proceed to complete the Work
by contract or other method the City considers advisable, at the sole expense of Foundation. Foundation,
immediately upon demand, shall pay the costs and charges related to the Work and any subsequent
repairs. City, without liability for doing so, may take possession of and utilize in completing the Work
and repairs, if any, such materials and other property belonging to Foundation or Contractor as may be on
or about the Park and necessary for completion of the work. In the event of default, the financial
institution holding the security shall be liable to City to pay the face amount of the bonds, as specified
under Section 6.
7.3. Remedies. City may bring legal action to compel performance of this Agreement
and recover the costs of completing the Work and/or repairs, if any, including City's administrative and
legal costs. No failure on the part of City to exercise any right or remedy hereunder shall operate as a
waiver of any other right or remedy that City may have hereunder.
8. Miscellaneous.
8.1 Compliance with Laws. Foundation shall fully comply, and cause Contractor to
fully comply, with all federal, state and local laws, rules, ordinances and regulations in the performance of
this Agreement. Foundation shall, at its own cost and expense, obtain (or cause to be obtained) all
necessary permits and licenses for the Work, give all necessary notices, and pay all fees required by law.
8.2. Notices. Formal written notices, demands, correspondence and communications
between the Parties shall be sufficiently given if: (a) personally delivered; or (b) dispatched by next day
delivery by a reputable carrier such as Federal Express to the offices of City and Foundation indicated
below, provided that a receipt for delivery is provided; or (c) if dispatched by first class mail, postage
prepaid, to the offices of City and the Foundation parties indicated below. Such written notices, demands,
correspondence and communications may be sent in the same manner to such persons and addresses as
either party may from time-to-time designate by next day delivery or by mail as provided in this section.
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City: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Manager
Goals Foundation: Goals Foundation
Attn: Monica Flores Rowley
5236 Pressley Road
Santa Rosa, CA 95404
Notices delivered by deposit in the United States mail as provided above shall be deemed to have been
served two (2) business days after the date of deposit if addressed to an address within the State of
California, and three (3) business days if addressed to an address within the United States but outside the
State of California.
8.4. Entire Agreement. The terms and conditions of this Agreement constitute the
entire agreement between City and Foundation with respect to the matters addressed in this Agreement.
This Agreement may not be altered, amended or modified without the written consent of the Parties
hereto.
8.5. Time is of the Essence. Time is of the essence of this Agreement and of each and
every term and condition hereof.
8.6. Severability. If any provision of this Agreement is held, to any extent, invalid,
the remainder of this Agreement shall not be affected, except as necessarily required by the invalid
provision, and shall remain in full force and effect.
8.9. Waiver or Modification. Any waiver or modification of the provisions of this
Agreement must be in writing and signed by the authorized representative(s) of each Party.
8.10. Relationship of the Parties. Neither Foundation nor Contractor any of their
subcontractors, agents, officers, or employees are agents, partners, joint venturers or employees of City.
The Foundation's relationship to the City, if any, arising herefrom is strictly that of an independent
contractor. Contractor and Foundation and its subcontractors are exclusively and solely under the control
and dominion of Foundation. Further, there are no intended third party beneficiaries of any right or
obligation assumed by the Parties.
8.11. Binding Upon Heirs, Successors and Assigns. The terms, covenants and
conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
8.12. Governing Law; Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of California, without reference to choice of law provisions. Any
legal actions under this Agreement shall be brought only in the Superior Court of the County of Sonoma,
State of California.
8.13. Counterparts. This Agreement may be executed in multiple counterparts, each
of which shall be deemed to be an original.
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8.14. Interpretation. This Agreement shall be construed according to its fair
meaning, and not strictly for or against any party. No presumptions or rules of interpretation based
upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall apply to
the interpretation of this Agreement.
8.15. Headings. Section headings in this Agreement are for convenience only and are
not intended to be used in interpreting or construing the terms, covenants or conditions contained in this
Agreement.
8.16. Authority. Each Party executing this Agreement on behalf of a Party represents
and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to
bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee
has full right and authority to enter into this Agreement and perform all of its obligations hereunder.
IN WITNESS WHEREOF, City and Goals Foundation have executed this Agreement as of the
Effective Date.
CITY OF ROHNERT PARK, a California
municipal corporation
Dated: By:
Darrin Jenkins City Manager
Per Resolution No. 20___-____ adopted by the
Rohnert Park City Council at its meeting of
______________.
ATTEST:
Name:
City Clerk
APPROVED AS TO FORM:
Name:
City Attorney
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Dated:
Goals Foundation
By:
Name:
Title: