2022/03/02 City Council Resolution 2022-033 RESOLUTION NO. 2022-033
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING PUBLIC IMPROVEMENT AND FEE CREDIT AGREEMENTS WITH
THE UNIVERSITY DISTRICT LLC FOR INTERSECTION IMPROVEMENTS AT
PETALUMA HILL ROAD AND ROHNERT PARK EXPRESSWAY AND PETALUMA
HILL ROAD AND KEISER AVENUE
WHEREAS, on May 23, 2006, the City Council of the City of Rohnert adopted
Resolution No 2006-141 approving the Final Environmental Impact Report (EIR) for the
University District Specific Plan Area including a draft EIR, a recirculated draft EIR, response to
comments, changes, clarifications, and corrections to the draft EIR and recirculated draft EIR
and appendices (together the "2006 EIR"); and
WHEREAS, on April 8, 2014, the City Council of the City of Rohnert Park adopted
Resolution No. 2014-032 approving an addendum to the 2006 EIR("Addendum"); and
WHEREAS,on April 8, 2014, the City Council of the City of Rohnert Park adopted
Resolution 2014-035 approving the Tentative Map for the University District Specific Plan,
prepared by MacKay & Somps and dated February 2014 (the"Tentative Map"), subject to
certain conditions of approval ("Conditions"); and
WHEREAS, on April 22, 2014, the City Council of the City of Rohnert Park adopted
Ordinance No. 878, approving a Development Agreement ("Development Agreement") between
the City of Rohnert Park and Vast Oak Property L.P. and University District LLC; and
WHEREAS, on September 16, 2020, Vast Oak Property L.P. assigned all of its rights
and obligations under the Development Agreement to University District LLC ("Developer")
through an Assignment and Assumption Agreement recorded on September 22, 2020 as
Document Number 2020084863 with the Sonoma County Recorder ; and
WHEREAS, the EIR, Development Agreement and the Conditions of Approval include
requirements for Developer to construct improvements to the intersections of Petaluma Hill Road
and Rohnert Park Expressway and Petaluma Hill Road and Keiser Avenue, both located within
the jurisdiction of Sonoma County; and
WHEREAS, the Developer has submitted plans and specifications for both intersection
improvements that are being reviewed by City and Sonoma County staff for conformance with
the Conditions of Approval; and
WHEREAS, the Developer intends to move forward with installation of improvements
to both intersections in order to comply with the EIR and satisfy the terms of the Development
Agreement and the Conditions of Approval; and
WHEREAS,the Developer has posted performance and labor and materials bonds in the
following amounts:
• Phase 2 Improvements to the Rohnert Park Expressway - Petaluma Hill road
Intersection— Seven Hundred Fifty Thousand Dollars and No Cents ($750,000.00)
• Improvements to the Keiser Avenue—Petaluma Hill Road Intersection One Million
Two Hundred Ninety Thousand Nine Hundred Dollars and No Cents.
($1,290,900.00)
WHEREAS,both intersections are included in the City's Public Facilities Fee Program,
which entitles a developer to certain credits should the developer construct facilities that are in
the program and that would otherwise need to be constructed by the City using fee revenue; and
WHEREAS, the City and Developer desire to enter into Public Improvement and Fee
Credit Agreements for both intersections to more thoroughly define the terms and conditions of
the construction and dedication obligations under the conditions of approval.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Rohnert
Park finds that the public improvements and activities were adequately described and mitigated
in the University District Specific Plan Area Final EIR and Addendum, and that no other CEQA
analysis is warranted.
BE IT FUTHER RESOLVED that the City Council does hereby authorize and approve
the Public Improvement and Public Facilities Fee Credit Agreement for the Phase 2
Improvements to the Rohnert Park Expressway-Petaluma Hill Road Intersection included as
Exhibit A to this is Resolution, and the Public Improvement and Public Facilities Fee Credit
Agreement for the Improvements to the Keiser Avenue-Petaluma Hill Road Intersection included
as Exhibit B to this Resolution.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to execute the Public Improvement and Public Facilities Fee Credit Agreements in
substantially similar form to the agreements attached hereto and incorporated by this reference as
Exhibits A and B subject to minor modifications approved by the City Manager or City Attorney.
DULY AND REGULARLY ADOPTED this 22"d day of March, 2022.
CITY OF ROHNERT PARK
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ATTEST:
Elizabeth Machado, City Clerk -
Attachments: Exhibit A & B
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Resolution 2022-033
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Rohnert Park
130 Avram Avenue
Rohnert Park, California 94928-2486
Attention: City Clerk
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(Space Above This Line for Recorder's Use Only)
Exempt from recording fee per Gov. Code § 27383.
PUBLIC IMPROVEMENT and PUBLIC FACILITIES FEE CREDIT AGREEMENT
BY AND BETWEEN THE CITY OF ROHNERT PARK
AND UNIVERSITY DISTRICT LLC FOR THE PHASE 2 IMPROVEMENTS TO THE
ROHNERT PARK EXPRESSWAY – PETALUMA HILL ROAD INTERSECTION
This Public Improvement Agreement (the "Agreement") is made and entered into on this ______ day of
______________ 2022 (the "Effective Date") by and between University District, LLC, a Delaware
Limited Liability Company ("Developer"), and the CITY OF ROHNERT PARK, a California municipal
corporation ("City"). City and Developer are sometimes referred to hereinafter individually as “Party” and
collectively as “Parties”.
RECITALS
A. On April 8, 2014, the City Council of the City of Rohnert Park adopted Resolution No.
2014-035, approving the Tentative Map for the University District Vast Oak Property, prepared by
MacKay & Somps and dated February 2014 (the "Tentative Map"), subject to certain conditions of
approval (the "Conditions").
B. On April 22, 2014, the City Council of the City of Rohnert Park adopted its Ordinance
No. 878 approving a Development Agreement with Vast Oak Property L.P. and University District LLC
(the “Development Agreement”).
C. On September 16, 2020, Vast Oak Property L.P. assigned all of its rights and obligations
under the Development Agreement to University District LLC (“Developer”) through an Assignment and
Assumption Agreement recorded on September 22, 2020 as Document Number 2020084863 with the
Sonoma County Recorder.
D. Both the Conditions and the Development Agreement require that the Developer improve
and upgrade the intersection of Rohnert Park Expressway and Petaluma Hill Road, which is located in the
jurisdiction of the County of Sonoma.
E. The Developer has submitted plans and specifications for the intersection improvements
(the “Improvements”). These plans are on file in the office of the City Engineer and have been approved
by the County of Sonoma of Sonoma as outlined below (the “Improvement Plans”):
• <insert title of plan set and county approval date>
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F. City and Developer desire to enter into an agreement providing for the construction and
installation of the Improvements in accordance with the plans, specification and drawings described in
Recital E.
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, together
with the Project Approvals and the requirements of Chapter 16.16 of the RPMC, are hereby
incorporated into and form a material part of this Agreement.
2. Purpose and Effective Date
2.1 Purpose. The purpose of this Agreement is to guarantee completion of the
Improvements and ensure satisfactory performance by Developer of Developer's obligations to satisfy the
Conditions for the Project.
2.2 Effective Date. The Effective Date of this Agreement shall be as set forth above.
3. Property Subject to Agreement. The property which is the subject of this Agreement is
located in the City of Rohnert Park, Sonoma County, California, and is described in Exhibit A, attached
hereto (the “Property”).
4. Improvements
4.1 Duty to Install Improvements. Developer will design, construct, install and
complete, or cause to be constructed, installed and completed, at the Developer's sole cost and expense,
the Improvements, in accordance with the Improvement Plans (defined in Recital E above) and to the
satisfaction of the City Engineer, in his/ her reasonable discretion. Developer will also supply all labor
and materials therefor, all in strict accordance with the terms and conditions of this Agreement. The
construction, installation and completion of the Improvements including all labor and materials furnished
in connection therewith are hereinafter referred to collectively as the "Work."
City shall not be responsible or liable for the maintenance or care of the Improvements until City and
County formally approve and accept them in accordance with their 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 Developer at all times
prior to City and County acceptance of the Improvements. Developer shall maintain all the Improvements
in a state of good repair until they are completed by Developer and approved and accepted by City and
County. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks,
and signals, removal of debris and sweeping, repairing, and maintaining in good and safe condition all
streets and street improvements. It shall be Developer’s responsibility to initiate all maintenance work, but
if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If
Developer fails to properly prosecute its maintenance obligation under this section, City may do all work
necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety
under this Agreement. Prior to undertaking said maintenance work, City agrees to notify Developer in
writing of the deficiencies and the actions required to be taken by the Developer to cure the deficiencies.
Developer 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
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and safety, then the Developer 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.
4.2. Completion Date. Developer will complete the Work within one year of the
Effective Date. All Work will be completed in a good and workmanlike manner in accordance with
accepted design and construction practices. This completion date may be extended by the City in its sole
and absolute discretion at the request of Developer, which request shall be accompanied by a written
assurance acceptable to the City Attorney that the securities required by Section 5 shall remain
enforceable throughout the term of the extension.
4.3. Estimated Cost of Work. The estimated cost of the Work is Seven Hundred Fifty
Thousand Dollars and No Cents. ($750,000.00).
Notwithstanding this estimate, Developer hereby acknowledges and agrees that (a) the actual costs to
complete the Work may significantly exceed this estimate, (b) this estimate in no way limits Developer’s
financial obligation, and (c) that Developer is obligated to complete the Work at its own cost, expense,
and liability.
4.4. Modifications to the Plans. Approval of this Agreement by City does not release
Developer of its responsibility to correct mistakes, errors or omissions in the Improvement Plans. If, at
any time, in the opinion of the City Engineer, in his/her reasonable discretion, the Improvement Plans are
deemed inadequate in any respect Developer agrees to make such modifications, changes or revisions as
necessary in order to complete the Work in a good and workmanlike manner in accordance with accepted
design and construction standards.
4.5. Foreman or Superintendent. Developer shall give personal attention to 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 Developer, shall be named in writing by Developer
prior to commencement of the Work, shall be present on the Property during the performance of the
Work. Any change in the superintendent will require advance notification to the City Engineer and
concurrence of the City Engineer and the Engineer of Record for the Improvement Plans.
4.6. Encroachment Permits. Developer shall obtain, at its sole cost and expense, any
encroachment permits required by the City and County in order to perform the Work.
4.7. 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.
4.8. Commencement of Construction and Inspection. Developer and its contractor
or subcontractors shall not commence construction of the Improvements until Developer has received
written authorization from City and County to proceed. Written authorization shall be in the form of
signed approved plans along with permit issuance, including any encroachment permit required to
carry on construction activities in the City or County right-of-way as described in Section 4 .6. All
work performed on the Improvements shall be done in strict compliance with the approved plans,
specifications and the contract documents and in a good and competent manner. All work performed
by Developer, its contractor or agents to construct the Improvements shall be subject to inspection by
City and County. All fees and costs to construct the Improvements shall be borne solely by Developer.
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Inspection by City, County or their employees or agents shall not relieve Developer of its liability
for design defects or improper or inadequate workmanship.
4.9. City's Inspection, Administration and Testing Costs. Developer shall pay to City
the actual cost for all inspection, administration and testing services furnished by City in connection with
this Agreement, including those performed by consultants under contract with the City (the "City Costs").
City agrees not to double charge Developer (through the imposition of both a processing fee and a
consultant charge) for any individual monitoring, inspection, testing or evaluation service. In addition,
City agrees to limit its use of outside consultants to those reasonably necessary or desirable, as
determined by the City Manager or his/her designee in his/her reasonable discretion, to accomplish the
requisite inspection, administration and monitoring. The estimated cost for the inspection, administration
and testing services is Five Thousand Seven Hundred Twelve Dollars and Thirty Cents ($5,712.30) (the
"Estimated Cost"). The Developer shall pay all of the City’s actual inspection costs in accordance with
the terms of its reimbursement agreement with the City.
4.10. No Waiver by City. Inspecting of the work and/or materials, or approval of work
and/or materials, or a statement by an officer, agent or employee of the City indicating the work complies
with this Agreement, or acceptance of all or any portion of the work and/or materials, or payments
thereof, or any combination of all of these acts shall not relieve Developer or its obligation to fulfill this
Agreement; nor is the City by these acts prohibited from bringing an action for damages arising from the
failure to comply with this Agreement.
4.11. Erosion Control. Pursuant to Rohnert Park Municipal Code Chapter 15.52,
Developer shall be responsible for the control of erosion on the Property and shall prevent its entry into
the storm drainage system.
4.12. Prevailing Wages. The work of the Improvements does constitute a "public
work" as defined in the California Labor Code, section 1771, et seq ("Labor Code Regulations")
because the work is being paid for in whole or in part out of public funds. City and Developer
acknowledge that the construction of the Improvements is subject to the payment of prevailing
wages. Further, Developer 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 Developer's obligations under this section and the payment of prevailing
wages.
4.13. Contractor Licenses. 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.
4.14. Repair of Work Damaged During Construction. Developer agrees to repair or
have repaired in a timely manner at its sole cost and expense all public roads, streets, or other public or
private property damaged as a result of or incidental to the Work or in connection with the development
of the Property or to pay to the property owner of any damaged road, street or property the full cost of
such repair. In addition, Developer shall obtain the written acceptance of such repair or payment from any
owner whose private property was repaired by Developer or to whom Developer has paid the full cost of
such repair in accordance with this Section 4.14. City shall be under no obligation whatsoever to accept
the Work completed under this Agreement until such time as all repairs have been completed or have
been paid for and written acceptances have been provided to the City Engineer, except as otherwise
provided in section 4.18.1
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4.15. Payments. Developer agrees that it will pay, when due, all those furnishing labor
or materials in connection with the Work. Developer further agrees that pursuant to Government Code
section 66499.7, the Labor and Materials Bond provided by Developer in accordance with Section 5.1.2
of this Agreement shall not be released if any mechanics liens or stop notices are outstanding, unless said
liens are released by bond in compliance with Civil Code section 3143.
4.16. Liability for Work Prior to Formal Acceptance. Until the City and County
have formally accepted the Improvements, Developer 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 negligence of City, or its employees.
Developer shall replace or repair any portion of the Improvements that have been destroyed or
damaged prior to final acceptance of completed work by the City and County. Any such repair
or replacement shall be to the satisfaction and subject to the approval of the City and County.
4.17. Completion of Work. After Developer (a) completes the Work in accordance
with the Improvement Plans and the terms and conditions of this Agreement, (b) repairs any road, street,
or private or public property damaged as a result of the Work or pays the full cost of such repair to the
owner whose property was damaged and (c) obtains the written acceptance of such repair or payment
from any owner whose private property was repaired by Developer or to whom Developer paid the full
cost of such repair, Developer will provide City with a written notice of completion, together with copies
of all written acceptances.
4.18. Final Acceptance.
4.18.1 Notice of Completion. Within thirty (30) days of receipt of Developer's
written notification pursuant to Section 4.17 above, City and County shall inspect the Work and repairs
and review the written acceptances, if any, and send Developer a written notice stating whether the Work
and repair are complete to their satisfaction and whether the written acceptances have been provided. If
the Work and repair are, in the opinion of the City or County, not complete and satisfactory, and/or
written acceptances have not been provided, the City and County will list the deficiencies that must be
corrected to find the Work and repair complete and satisfactory. Upon satisfactory completion of the
Work and repair and submittal of written acceptances, the City Engineer will send Developer a written
notice of satisfactory completion. The requirement for written acceptances may be waived by the City
Engineer, in his/her reasonable discretion, if Developer has made commercially reasonable efforts to
obtain such acceptances. City Engineer's failure to respond to Developer's written notification within
thirty (30) days will not be deemed a breach or default under this Agreement.
4.18.2 Acceptance of Improvements. After sending Developer a written notice
of satisfactory completion pursuant to Section 4.18.1, the City Engineer will recommend that the
Improvements be accepted as complete by the City Council. The acceptance as complete shall be by
resolution. Upon adoption of such resolution, the City Engineer shall record a notice of completion, in a
form to be approved by the City Attorney, in the Official Records of Sonoma County.
4.19. Warranty Period; Repair and Reconstruction. Without limiting the foregoing,
Developer expressly warrants and guarantees all work performed under this Agreement and all materials
used in the Work for a period of one (1) year after the date of recordation of the notice of completion of
the improvements in accordance with Section 4.18. 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
Developer, or any of the work done under this Agreement, fails to fulfill any of the requirements of the
Improvement Plans or this Agreement, Developer shall, without delay and without cost to City or County,
repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Work or
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Improvement to the satisfaction of the City and County. Should Developer fail to act promptly, by failing
to 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 Developer can be notified, City may, at its option, make the necessary repairs, replacements
or perform the necessary reconstruction and Developer shall pay to the City upon demand the actual cost
of such repairs, replacements or reconstruction.
4.20. Record Drawings. Upon completion of the Improvements and prior to final
acceptance by the City and County, Developer shall deliver to City and County one electronic
file, in a format specified by their respective representatives and one mylar copy of "as-built"
drawings. These drawings shall be in a form acceptable to each agency, 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. Developer
shall be solely responsible and liable for ensuring the completeness and accuracy of the record
drawings.
4.21. Ownership of Improvements. From and after acceptance of the
Improvements by formal action of the City and County, ownership of the Improvements shall be
vested exclusively in the County.
5. Security.
5.1 Performance, Labor and Materials and Warranty Security. In accordance with Sections 16.16.060
through 16.16.070 of the Rohnert Park Municipal Code, Developer will furnish and deliver to City, within
the times set forth below, the following surety bonds, each of which must be issued by a surety company
duly and regularly authorized to do general surety business in the State of California, or an irrevocable
assignment of funds or letter of credit as may be acceptable to the City Attorney.
5.1.1 Performance Security. Developer shall furnish and deliver performance security
concurrently with the execution of this Agreement, which must meet the requirements of Government
Code Section 66499.1, if applicable, and Rohnert Park Municipal Code Section 16.16.070 and be
acceptable to the City Attorney, in the amount of Seven Hundred Fifty Thousand Dollars and No Cents.
($750,000.00.
The security shall be conditioned upon the faithful performance of this Agreement with respect to the
Work and shall be released by the City effective upon the date of recordation of the notice of acceptance
of the improvements as described in Section 4.18.2 and Developer's delivery of the Warranty Security
described in Section 5.1.3.
5.1.2 Labor and Materials Security. Developer shall furnish and deliver labor and
materials security concurrently with the execution of this Agreement which security must meet the
requirements of Government Code Section 66499.2, if applicable, and Rohnert Park Municipal Code
Section 16.16.070 and be acceptable to the City Attorney, in the amount of Seven Hundred Fifty
Thousand Dollars and No Cents. ($750,000.00).
The security shall secure payment to the contractor(s) and subcontractor(s) performing the Work and to
all persons furnishing labor, materials or equipment to them. The City shall retain each security until both
(i) the City accepts the Work in accordance with Section 4.18 above and (ii) the statute of limitations to
file an action under Civil Code section 3114 et seq. has expired. After said date, the security may be
reduced by the City Engineer to an amount not less than the total amount claimed by all claimants for
whom claims of lien have been recorded and notice given in writing to the City Council. The balance of
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the security shall be retained until the final settlement of all such claims and obligations. If no such claims
have been recorded, the security shall be released in full by the City Engineer.
5.1.3. Warranty Security. Developer shall furnish and deliver warranty security in the
amount specified in section 16.16.070 c. of the Rohnert Park Municipal Code., upon acceptance of the
Improvements and prior to release of the Performance Security, in the amount in the amount of One
Hundred Twelve Thousand Dollars and No Cents ($112,500.00).
The security shall be in a form acceptable to the City Attorney and shall guarantee and warranty the Work
for a period of one (1) year following the date of recordation of the notice of acceptance of the
improvements against any defective work or labor done, or defective materials furnished.
5.2. Additional Security. If either upon execution of this Agreement or during the
course of performance the City considers that it is necessary to have Developer post additional security,
the City may require either a cash deposit or a surety bond guaranteeing performance in a form and signed
by sureties satisfactory to it. The condition of the security shall be that if Developer fails to perform its
obligation under this Agreement, the City may in the case of a cash bond act for it using the proceeds or
in the case of a surety bond require the sureties to perform the obligations of the Agreement.
6. Indemnity and Insurance.
6.1 Indemnification. Developer agrees to indemnify, defend and hold the City, its
elective and appointed boards, commissions, officers, agents, employees and consultants, harmless from
and against any and all claims, liabilities, losses, damages or injuries of any kind (collectively, "Claims")
arising out of Developer's, or Developer's contractors', subcontractors', agents' or employees', acts,
omissions, or operations under this Agreement, including, but not limited to, the performance of the
Work, whether such acts, omissions, or operations are by Developer or any of Developer's contractors,
subcontractors, agents or employees, except to the extent such Claims are caused by the sole 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. Developer’s obligation to indemnify City shall survive
the expiration or termination of this Agreement.
Developer agrees to obtain executed indemnity agreements with provisions identical to those set forth
here in this section from each and every contractor and sub-contractor or any other person or entity
involved by, for, with or on behalf of Developer in the performance of this Agreement. In the event
Developer fails to obtain such indemnity obligations from others as required here, Developer agrees to be
fully responsible according to the terms of this section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a waiver of any rights
hereunder.
6.2. Insurance. Developer shall maintain Commercial General Liability Insurance
protecting the City from incidents as to bodily injury liability and property damage liability that may
occur as a result of the Work and additional repairs. Developer shall provide certificate(s) of insurance
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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 Developer. 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 $3,000,000 (Three 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.
(6) Developer'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 Developer'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) Developer and its contractors
shall provide a financial guarantee satisfactory to City guaranteeing payment of
losses and related investigation costs, claims, and administrative and defense
expenses.
(8) Developer and Developer's insurance company agree to waive all rights of
subrogation against City, its officers, elected officials, employees, agents and
volunteers for losses paid under Developer's workers' compensation insurance
policy which arise from the work performed by Developer.
In the event that Developer's insurance is cancelled, Developer shall provide replacement coverage or all
work must cease as of the cancellation date until replacement insurance coverage is provided.
6.3. Workers' Compensation Insurance. Developer shall provide, or cause to be
provided, Workers' Compensation insurance as required by law, and shall cause its contractors and their
subcontractors, agents and representatives to also maintain Workers' Compensation insurance as required
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by law. No Work shall commence until such Workers' Compensation insurance is obtained and in full
force and effect.
6.4. Other Insurance Requirements. Developer shall:
(1) Prior to taking any actions under this Agreement, 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. Public Facilities Fee Credit.
7.1. Source and Method of Credit. Subject to the limitations set forth in this
Section 7, Developer, or any subsequent developer of the Property, shall receive PFFP Credits for
payments received towards the design and construction of the Phase 2 Improvements to the Rohnert
Park Expressway- Petaluma Hill Road Intersection in an amount not to exceed Six Hundred Thirty
Six Thousand Six Hundred Sixty Four Dollars and No Cents ($636,664.00) and as presented in
Exhibit B. This maximum credit is based on a total estimated cost of Nine Hundred Thousand
Dollars and No Cents ($900,000.00) for the Rohnert Park Expressway Phase 1 and Phase 2
Improvements and a credit of Two Hundred sixty Three Thousand Three Hundred Thirty Six
Dollars and No Cents ($263,336.00) previously provided to Developer under that certain Public
Improvement and Public Facilities Fee Credit Agreement recorded as document number
2017096529 in the Official Records of the County of Sonoma.
7.2 Implementation of Public Facilities Fee Credit. The PFFP Credits shall be
applied against the Public Facilities Fees that would otherwise be applicable to the Project, as the
result of construction on the Property. Developer shall be entitled to receive PFFP Credits at the
time of issuance of building permits for construction on the Property. The City shall keep an
accounting of the balance of PFFP Credits based upon the credits applied to building permits on
the Property. The PFFP Credits shall run with the land and may be credited only for development
of the Project on the Property, provided that Developer may allocate the use of the PFFP Credits
among components of the Project. Developer may authorize the assignment of all or portions of
the PFFP Credit balance in writing, with the consent of the City, provided that PFFP Credits may
not be assigned outside the boundaries of the Property and the PFFP Credits are fully utilized on
the development of the Property. Developer acknowledges and agrees that payment of the PFFP
Credits is limited to the development of the Property and not the entire real property described in
the Development Agreement.
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7.3 Expiration of Public Facilities Fee Credit. The Public Facilities Fee Credit
reflects prepayment by the Developer of Public Facilities Fees that would otherwise be due at the
time building permits are issued for structures on the Property. City’s obligation to extend credits
shall expire upon the available balance reaching $0.00.
8. Community Facilities District; Intent to Reimburse. City and Developer
acknowledge that the California Statewide Communities Development Authority has formed a
Community Facilities District that includes the Property. The cost of construction is potentially
eligible for funding through a Community Facilities District and Developer's costs may be
reimbursed with the proceeds of Community Facilities District bonds at some future date.
9. Breach of Agreement; Opportunity to Cure; Remedies.
9.1. Notice of Breach and Default. The occurrence of any of the following constitutes
a breach and default of this Agreement:
(1) Developer refuses or fails to complete the Work within the time set forth herein
or abandons the Work.
(2) Developer assigns the Agreement without the prior written consent of City.
(3) Developer is adjudged bankrupt or makes a general assignment for the benefit of
creditors, or a receiver is appointed in the event of Developer's insolvency.
(4) Developer or Developer's contractors, subcontractors, agents or employees, fail
to comply with any terms or conditions of this Agreement.
(5) Any delay in the construction of any portion of the Work or repairs, which in the
reasonable opinion of the City Engineer, endangers public or private property.
The City may serve written notice of breach and default upon Developer and the financial institution
holding the security.
9.2. Breach of Agreement; Performance by City. If the City gives Developer notice,
under Section 9.1, 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 Developer. Developer,
immediately upon demand, shall pay the costs and charges related to the Work and any subsequent
repairs. City, without liability for doing so, may take possession of and utilize in completing the Work
and repairs, if any, such materials and other property belonging to Developer as may be on or about the
Property and necessary for completion of the work. In the event of default, the financial institution
holding the security shall be liable to City to pay the face amount of the bonds, as specified under Section
5.
9.3. 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. Developer agrees that if legal action is brought by City under this section of the Agreement,
Developer shall pay all of the costs of suit; reasonable attorney fees, arbitration costs and such other costs
as may be determined by the court or arbitrator. No failure on the part of City to exercise any right or
remedy hereunder shall operate as a waiver of any other right or remedy that City may have hereunder.
10. Miscellaneous.
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10.1 Compliance with Laws. Developer shall fully comply with all federal, state and
local laws, ordinances and regulations in the performance of this Agreement. Developer shall, at its own
cost and expense, obtain all necessary permits and licenses for the Work, give all necessary notices, pay
all fees and taxes required by law and make any and all deposits legally required by those public utilities
that will serve the development on the Property. Copies and/or proof of payment of said permits,
licenses, notices, fee and tax payments and deposits shall be furnished to the City Engineer upon request.
10.2. Notices. Formal written notices, demands, correspondence and communications
between City and Developer shall be sufficiently given if: (a) personally delivered; or (b) dispatched by
next day delivery by a reputable carrier such as Federal Express to the offices of City and Developer
indicated below, provided that a receipt for delivery is provided; or (c) if dispatched by first class mail,
postage prepaid, to the offices of City and Developer indicated below. Such written notices, demands,
correspondence and communications may be sent in the same manner to such persons and addresses as
either party may from time-to-time designate by next day delivery or by mail as provided in this section.
City: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Manager
with a copy to: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Attorney
Developer: University District LLC,
12657 Alcosta Blvd. Suite 250
San Ramon, CA 94583
Attn. Gonzalo Rodriguez
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.
10.3 Attorney Fees. Should any legal action or arbitration be brought by either party
because of breach of this Agreement or to enforce any provision of this Agreement, the prevailing party
shall be entitled to all costs of suit; reasonable attorney fees, arbitration costs and such other costs as may
be determined by the court or arbitrator.
10.4. Entire Agreement. The terms and conditions of this Agreement constitute the
entire agreement between City and Developer with respect to the matters addressed in this Agreement.
This Agreement may not be altered, amended or modified without the written consent of both parties
hereto.
10.5. Runs with the Land; Recordation. This Agreement pertains to and shall run with
the Property. Upon execution, this Agreement shall be recorded in the Official Records of Sonoma
County.
10.6. Transfers; Assignments. Developer may assign its obligations under this
Agreement to successor owner(s) of the Site with the prior written approval of the City. In connection
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with any such assignment, Developer and its assignee shall execute and deliver to City a written
assignment and assumption agreement in a form acceptable to the City Attorney.
10.7. Time is of the Essence. Time is of the essence of this Agreement and of each and
every term and condition hereof.
10.8. 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.
10.9. 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.
10.10. Relationship of the Parties. Neither Developer nor Developer's contractors,
subcontractors, agents, officers, or employees are agents, partners, joint venturers or employees of City
and the Developer's relationship to the City, if any, arising herefrom is strictly that of an independent
contractor. Developer’s contractors and subcontractors are exclusively and solely under the control and
dominion of Developer. Further, there are no intended third party beneficiaries of any right or obligation
assumed by the Parties.
10.11. 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;
provided, however, that this Agreement shall not be binding upon a purchaser or transferee of any portion
of the Property unless this Agreement has been assigned pursuant to Section 8.6, in which event this
Agreement shall remain binding upon Developer.
10.12. 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.
10.13. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
10.14. 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.
10.15. 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.
10.16. 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.
10.17 Joint and Several Liability. University District LLC is jointly and severally
liable for all obligations of Developer under this Agreement.
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IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the
Effective Date.
Dated:
"DEVELOPER"
University District LLC
A Delaware Limited Liability Company
By: ____________________________
Name:_______________________
Title:________________________
By: ____________________________
Name:_______________________
Title:________________________
"CITY"
CITY OF ROHNERT PARK, a California
municipal corporation
Dated: By:
City Manager
Per Resolution No. 2022-___ adopted by the Rohnert Park
City Council at its meeting of March 22, 2022
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SONOMA )
On __________________ before me, _______________________________________,
(here insert name and title of the officer)
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)
15
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SONOMA )
On __________________ before me, _______________________________________,
(here insert name and title of the officer)
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)
16
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SONOMA )
On __________________ before me, _______________________________________,
(here insert name and title of the officer)
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)
17
EXHIBIT A
PROPERTY SUBJECT TO AGREEMENT
18
EXHIBIT B
ROHNERT PARK EXPRESSWAY PUBLIC FACILITIES FEE CREDIT SUMMARY
KERRY ROAD DEDICATIONDOC. NO. 2019055292KEISER AVENUE DEDICATIONDOC. NO. 2019035718BASIS OF BEARINGS:THE BEARING N00°01'44"W AS SHOWNBETWEEN FOUND MONUMENTS ON THE RECORDOF SURVEY FILED IN BOOK 525 OF MAPSAT PAGES 37-39, SONOMA COUNTY RECORDS,PET #5 TO PET #1 IN THE C/L OFPETALUMA HILL ROAD.
Summary of PF Credits Available for RPX and Keiser
Exhibit B
Public Improvement Agreement for Phase 2 Improvements to the Petaluma Hill Road - Rohnert Park Expressway Intersection
Improvement Budget Allocated Remaining Notes
Rohnert Park Expressway Roadway 4,908,600.00$ 2,182,734.00$ PIA and Credit Agreement 2017096529
2,475,630.00$ PIA and Credit Agreement 2018085978
250,236.00$ remaining sidewalk on southside
Rohnert Park Expressway Median and Frontage 4,736,232.00$ 2,805,354.00$ PIA and Credit Agreement 2017096529 - Assigned to VOE
852,170.00$ PIA and Credit Agreement 2018085978
1,078,708.00$ remaining parkway strip on southside
Pet Hill @ RPX Signal 263,336.00$ 263,336.00$ (636,664)$ PIA and Credit Agreement 2017096529
636,664.00$ Allocated in this Agreement
Total Credit Available 9,908,168.00$
Allocated Credits 9,215,888.00$
Reminaing Credits 692,280.00$ Remaining Rohnert Park Expressway Credits for Allocation
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Rohnert Park
130 Avram Avenue
Rohnert Park, California 94928-2486
Attention: City Clerk
)
)
)
)
)
)
)
)
(Space Above This Line for Recorder's Use Only)
Exempt from recording fee per Gov. Code § 27383.
PUBLIC IMPROVEMENT and PUBLIC FACILITIES FEE CREDIT AGREEMENT
BY AND BETWEEN THE CITY OF ROHNERT PARK
AND UNIVERSITY DISTRICT LLC FOR THE IMPROVEMENTS TO THE
KEISER AVENUE – PETALUMA HILL ROAD INTERSECTION
This Public Improvement and Public Facilities Fee Credit Agreement (the "Agreement") is made and
entered into on this ______ day of ______________ 2022 (the "Effective Date") by and between
University District, LLC, a Delaware Limited Liability Company ("Developer"), and the CITY OF
ROHNERT PARK, a California municipal corporation ("City"). City and Developer are sometimes
referred to hereinafter individually as “Party” and collectively as “Parties”.
RECITALS
A. On April 8, 2014, the City Council of the City of Rohnert Park adopted Resolution No.
2014-035, approving the Tentative Map for the University District Vast Oak Property, prepared by
MacKay & Somps and dated February 2014 (the "Tentative Map"), subject to certain conditions of
approval (the "Conditions").
B. On April 22, 2014, the City Council of the City of Rohnert Park adopted its Ordinance
No. 878 approving a Development Agreement with Vast Oak Property L.P. and University District LLC
(the “Development Agreement”).
C. On September 16, 2020, Vast Oak Property L.P. assigned all of its rights and obligations
under the Development Agreement to University District LLC (“Developer”) through an Assignment and
Assumption Agreement recorded on September 22, 2020 as Document Number 2020084863 with the
Sonoma County Recorder.
D. Both the Conditions and the Development Agreement require that the Developer improve
and upgrade the intersection of Keiser Avenue and Petaluma Hill Road, which is located in the
jurisdiction of the County of Sonoma.
E. The Developer has submitted plans and specifications for the intersection improvements
(the “Improvements”). These plans are on file in the office of the City Engineer and have been approved
by the County of Sonoma of Sonoma as outlined below (the “Improvement Plans”):
• <insert title of plan set and county approval date>
2
F. City and Developer desire to enter into an agreement providing for the construction and
installation of the Improvements in accordance with the plans, specification and drawings described in
Recital E.
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, together
with the Project Approvals and the requirements of Chapter 16.16 of the RPMC, are hereby
incorporated into and form a material part of this Agreement.
2. Purpose and Effective Date
2.1 Purpose. The purpose of this Agreement is to guarantee completion of the
Improvements and ensure satisfactory performance by Developer of Developer's obligations to satisfy the
Conditions for the Project.
2.2 Effective Date. The Effective Date of this Agreement shall be as set forth above.
3. Property Subject to Agreement. The property which is the subject of this Agreement is
located in the City of Rohnert Park, Sonoma County, California, and is described in Exhibit A, attached
hereto (the “Property”).
4. Improvements
4.1 Duty to Install Improvements. Developer will design, construct, install and
complete, or cause to be constructed, installed and completed, at the Developer's sole cost and expense,
the Improvements, in accordance with the Improvement Plans (defined in Recital E above) and to the
satisfaction of the City Engineer, in his/ her reasonable discretion. Developer will also supply all labor
and materials therefor, all in strict accordance with the terms and conditions of this Agreement. The
construction, installation and completion of the Improvements including all labor and materials furnished
in connection therewith are hereinafter referred to collectively as the "Work."
City shall not be responsible or liable for the maintenance or care of the Improvements until City and
County formally approve and accept them in accordance with their 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 Developer at all times
prior to City and County acceptance of the Improvements. Developer shall maintain all the Improvements
in a state of good repair until they are completed by Developer and approved and accepted by City and
County. Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks,
and signals, removal of debris and sweeping, repairing, and maintaining in good and safe condition all
streets and street improvements. It shall be Developer’s responsibility to initiate all maintenance work, but
if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If
Developer fails to properly prosecute its maintenance obligation under this section, City may do all work
necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety
under this Agreement. Prior to undertaking said maintenance work, City agrees to notify Developer in
writing of the deficiencies and the actions required to be taken by the Developer to cure the deficiencies.
Developer 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
3
and safety, then the Developer 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.
4.2. Completion Date. Developer will complete the Work within eighteen months of
the Effective Date. All Work will be completed in a good and workmanlike manner in accordance with
accepted design and construction practices. This completion date may be extended by the City in its sole
and absolute discretion at the request of Developer, which request shall be accompanied by a written
assurance acceptable to the City Attorney that the securities required by Section 5 shall remain
enforceable throughout the term of the extension.
4.3. Estimated Cost of Work. The estimated cost of the Work is One Million Two
Hundred Ninety Thousand Nine Hundred Dollars and No Cents. ($1,290,900.00).
Notwithstanding this estimate, Developer hereby acknowledges and agrees that (a) the actual costs to
complete the Work may significantly exceed this estimate, (b) this estimate in no way limits Developer’s
financial obligation, and (c) that Developer is obligated to complete the Work at its own cost, expense,
and liability.
4.4. Modifications to the Plans. Approval of this Agreement by City does not release
Developer of its responsibility to correct mistakes, errors or omissions in the Improvement Plans. If, at
any time, in the opinion of the City Engineer, in his/her reasonable discretion, the Improvement Plans are
deemed inadequate in any respect Developer agrees to make such modifications, changes or revisions as
necessary in order to complete the Work in a good and workmanlike manner in accordance with accepted
design and construction standards.
4.5. Foreman or Superintendent. Developer shall give personal attention to 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 Developer, shall be named in writing by Developer
prior to commencement of the Work, shall be present on the Property during the performance of the
Work. Any change in the superintendent will require advance notification to the City Engineer and
concurrence of the City Engineer and the Engineer of Record for the Improvement Plans.
4.6. Encroachment Permits. Developer shall obtain, at its sole cost and expense, any
encroachment permits required by the City and County in order to perform the Work.
4.7. 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.
4.8. Commencement of Construction and Inspection. Developer and its contractor
or subcontractors shall not commence construction of the Improvements until Developer has received
written authorization from City and County to proceed. Written authorization shall be in the form of
signed approved plans along with permit issuance, including any encroachment permit required to
carry on construction activities in the City or County right-of-way as described in Section 4 .6. All
work performed on the Improvements shall be done in strict compliance with the approved plans,
specifications and the contract documents and in a good and competent manner. All work performed
by Developer, its contractor or agents to construct the Improvements shall be subject to inspection by
City and County. All fees and costs to construct the Improvements shall be borne solely by Developer.
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Inspection by City, County or their employees or agents shall not relieve Developer of its liability
for design defects or improper or inadequate workmanship.
4.9. City's Inspection, Administration and Testing Costs. Developer shall pay to City
the actual cost for all inspection, administration and testing services furnished by City in connection with
this Agreement, including those performed by consultants under contract with the City (the "City Costs").
City agrees not to double charge Developer (through the imposition of both a processing fee and a
consultant charge) for any individual monitoring, inspection, testing or evaluation service. In addition,
City agrees to limit its use of outside consultants to those reasonably necessary or desirable, as
determined by the City Manager or his/her designee in his/her reasonable discretion, to accomplish the
requisite inspection, administration and monitoring. The estimated cost for the inspection, administration
and testing services is Nineteen Thousand Three Hundred Sixty Three Dollars and Fifty Cents
($19,363.50) (the "Estimated Cost"). The Developer shall pay all of the City’s actual inspection costs in
accordance with the terms of its reimbursement agreement with the City.
4.10. No Waiver by City. Inspecting of the work and/or materials, or approval of work
and/or materials, or a statement by an officer, agent or employee of the City indicating the work complies
with this Agreement, or acceptance of all or any portion of the work and/or materials, or payments
thereof, or any combination of all of these acts shall not relieve Developer or its obligation to fulfill this
Agreement; nor is the City by these acts prohibited from bringing an action for damages arising from the
failure to comply with this Agreement.
4.11. Erosion Control. Pursuant to Rohnert Park Municipal Code Chapter 15.52,
Developer shall be responsible for the control of erosion on the Property and shall prevent its entry into
the storm drainage system.
4.12. Prevailing Wages. The work of the Improvements does constitute a "public
work" as defined in the California Labor Code, section 1771, et seq ("Labor Code Regulations")
because the work is being paid for in whole or in part out of public funds. City and Developer
acknowledge that the construction of the Improvements is subject to the payment of prevailing
wages. Further, Developer 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 Developer's obligations under this section and the payment of prevailing
wages.
4.13. Contractor Licenses. 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.
4.14. Repair of Work Damaged During Construction. Developer agrees to repair or
have repaired in a timely manner at its sole cost and expense all public roads, streets, or other public or
private property damaged as a result of or incidental to the Work or in connection with the development
of the Property or to pay to the property owner of any damaged road, street or property the full cost of
such repair. In addition, Developer shall obtain the written acceptance of such repair or payment from any
owner whose private property was repaired by Developer or to whom Developer has paid the full cost of
such repair in accordance with this Section 4.14. City shall be under no obligation whatsoever to accept
the Work completed under this Agreement until such time as all repairs have been completed or have
been paid for and written acceptances have been provided to the City Engineer, except as otherwise
provided in section 4.18.1
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4.15. Payments. Developer agrees that it will pay, when due, all those furnishing labor
or materials in connection with the Work. Developer further agrees that pursuant to Government Code
section 66499.7, the Labor and Materials Bond provided by Developer in accordance with Section 5.1.2
of this Agreement shall not be released if any mechanics liens or stop notices are outstanding, unless said
liens are released by bond in compliance with Civil Code section 3143.
4.16. Liability for Work Prior to Formal Acceptance. Until the City and County
have formally accepted the Improvements, Developer 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 negligence of City, or its employees. Developer shall
replace or repair any portion of the Improvements that have been destroyed or damaged prior to
final acceptance of completed work by the City and County. Any such repair or replacement shall
be to the satisfaction and subject to the approval of the City and County.
4.17. Completion of Work. After Developer (a) completes the Work in accordance
with the Improvement Plans and the terms and conditions of this Agreement, (b) repairs any road, street,
or private or public property damaged as a result of the Work or pays the full cost of such repair to the
owner whose property was damaged and (c) obtains the written acceptance of such repair or payment
from any owner whose private property was repaired by Developer or to whom Developer paid the full
cost of such repair, Developer will provide City with a written notice of completion, together with copies
of all written acceptances.
4.18. Final Acceptance.
4.18.1 Notice of Completion. Within thirty (30) days of receipt of Developer's
written notification pursuant to Section 4.17 above, City and County shall inspect the Work and repairs
and review the written acceptances, if any, and send Developer a written notice stating whether the Work
and repair are complete to their satisfaction and whether the written acceptances have been provided. If
the Work and repair are, in the opinion of the City or County, not complete and satisfactory, and/or
written acceptances have not been provided, the City and County will list the deficiencies that must be
corrected to find the Work and repair complete and satisfactory. Upon satisfactory completion of the
Work and repair and submittal of written acceptances, the City Engineer will send Developer a written
notice of satisfactory completion. The requirement for written acceptances may be waived by the City
Engineer, in his/her reasonable discretion, if Developer has made commercially reasonable efforts to
obtain such acceptances. City Engineer's failure to respond to Developer's written notification within
thirty (30) days will not be deemed a breach or default under this Agreement.
4.18.2 Acceptance of Improvements. After sending Developer a written notice
of satisfactory completion pursuant to Section 4.18.1, the City Engineer will recommend that the
Improvements be accepted as complete by the City Council. The acceptance as complete shall be by
resolution. Upon adoption of such resolution, the City Engineer shall record a notice of completion, in a
form to be approved by the City Attorney, in the Official Records of Sonoma County.
4.19. Warranty Period; Repair and Reconstruction. Without limiting the foregoing,
Developer expressly warrants and guarantees all work performed under this Agreement and all materials
used in the Work for a period of one (1) year after the date of recordation of the notice of completion of
the improvements in accordance with Section 4.18. 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
Developer, or any of the work done under this Agreement, fails to fulfill any of the requirements of the
Improvement Plans or this Agreement, Developer shall, without delay and without cost to City or County,
repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Work or
6
Improvement to the satisfaction of the City and County. Should Developer fail to act promptly, by failing
to 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 Developer can be notified, City may, at its option, make the necessary repairs, replacements
or perform the necessary reconstruction and Developer shall pay to the City upon demand the actual cost
of such repairs, replacements or reconstruction.
4.20. Record Drawings. Upon completion of the Improvements and prior to final
acceptance by the City and County, Developer shall deliver to City and County one electronic
file, in a format specified by their respective representatives and one mylar copy of "as-built"
drawings. These drawings shall be in a form acceptable to each agency, 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. Developer
shall be solely responsible and liable for ensuring the completeness and accuracy of the record
drawings.
4.21. Ownership of Improvements. From and after acceptance of the
Improvements by formal action of the City and County, ownership of the Improvements shall be
vested exclusively in the County.
5. Security.
5.1 Performance, Labor and Materials and Warranty Security. In accordance with
Sections 16.16.060 through 16.16.070 of the Rohnert Park Municipal Code, Developer will furnish and
deliver to City, within the times set forth below, the following surety bonds, each of which must be issued
by a surety company duly and regularly authorized to do general surety business in the State of California,
or an irrevocable assignment of funds or letter of credit as may be acceptable to the City Attorney.
5.1.1 Performance Security. Developer shall furnish and deliver performance security
concurrently with the execution of this Agreement, which must meet the requirements of Government
Code Section 66499.1, if applicable, and Rohnert Park Municipal Code Section 16.16.070 and be
acceptable to the City Attorney, in the amount of One Million Two Hundred Ninety Thousand Nine
Hundred Dollars and No Cents. ($1,290,900.00).
The security shall be conditioned upon the faithful performance of this Agreement with respect to the
Work and shall be released by the City effective upon the date of recordation of the notice of acceptance
of the improvements as described in Section 4.18.2 and Developer's delivery of the Warranty Security
described in Section 5.1.3.
5.1.2 Labor and Materials Security. Developer shall furnish and deliver labor and
materials security concurrently with the execution of this Agreement which security must meet the
requirements of Government Code Section 66499.2, if applicable, and Rohnert Park Municipal Code
Section 16.16.070 and be acceptable to the City Attorney, in the amount of One Million Two Hundred
Ninety Thousand Nine Hundred Dollars and No Cents. ($1,290,900.00).
The security shall secure payment to the contractor(s) and subcontractor(s) performing the Work and to
all persons furnishing labor, materials or equipment to them. The City shall retain each security until both
(i) the City accepts the Work in accordance with Section 4.18 above and (ii) the statute of limitations to
file an action under Civil Code section 3114 et seq. has expired. After said date, the security may be
reduced by the City Engineer to an amount not less than the total amount claimed by all claimants for
whom claims of lien have been recorded and notice given in writing to the City Council. The balance of
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the security shall be retained until the final settlement of all such claims and obligations. If no such claims
have been recorded, the security shall be released in full by the City Engineer.
5.1.3. Warranty Security. Developer shall furnish and deliver warranty security in the
amount specified in section 16.16.070 c. of the Rohnert Park Municipal Code., upon acceptance of the
Improvements and prior to release of the Performance Security, in the amount in the amount of One
Hundred Ninety Three Thousand Six Hundred Thirty Five Dollars and No Cents ($193,635.00).
The security shall be in a form acceptable to the City Attorney and shall guarantee and warranty the Work
for a period of one (1) year following the date of recordation of the notice of acceptance of the
improvements against any defective work or labor done, or defective materials furnished.
5.2. Additional Security. If either upon execution of this Agreement or during the
course of performance the City considers that it is necessary to have Developer post additional security,
the City may require either a cash deposit or a surety bond guaranteeing performance in a form and signed
by sureties satisfactory to it. The condition of the security shall be that if Developer fails to perform its
obligation under this Agreement, the City may in the case of a cash bond act for it using the proceeds or
in the case of a surety bond require the sureties to perform the obligations of the Agreement.
6. Indemnity and Insurance.
6.1 Indemnification. Developer agrees to indemnify, defend and hold the City, its
elective and appointed boards, commissions, officers, agents, employees and consultants, harmless from
and against any and all claims, liabilities, losses, damages or injuries of any kind (collectively, "Claims")
arising out of Developer's, or Developer's contractors', subcontractors', agents' or employees', acts,
omissions, or operations under this Agreement, including, but not limited to, the performance of the
Work, whether such acts, omissions, or operations are by Developer or any of Developer's contractors,
subcontractors, agents or employees, except to the extent such Claims are caused by the sole 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. Developer’s obligation to indemnify City shall survive
the expiration or termination of this Agreement.
Developer agrees to obtain executed indemnity agreements with provisions identical to those set forth
here in this section from each and every contractor and sub-contractor or any other person or entity
involved by, for, with or on behalf of Developer in the performance of this Agreement. In the event
Developer fails to obtain such indemnity obligations from others as required here, Developer agrees to be
fully responsible according to the terms of this section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a waiver of any rights
hereunder.
6.2. Insurance. Developer shall maintain Commercial General Liability Insurance
protecting the City from incidents as to bodily injury liability and property damage liability that may
occur as a result of the Work and additional repairs. Developer shall provide certificate(s) of insurance
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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 Developer. 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 $3,000,000 (Three 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.
(6) Developer'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 Developer'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) Developer and its contractors
shall provide a financial guarantee satisfactory to City guaranteeing payment of
losses and related investigation costs, claims, and administrative and defense
expenses.
(8) Developer and Developer's insurance company agree to waive all rights of
subrogation against City, its officers, elected officials, employees, agents and
volunteers for losses paid under Developer's workers' compensation insurance
policy which arise from the work performed by Developer.
In the event that Developer's insurance is cancelled, Developer shall provide replacement coverage or all
work must cease as of the cancellation date until replacement insurance coverage is provided.
6.3. Workers' Compensation Insurance. Developer shall provide, or cause to be
provided, Workers' Compensation insurance as required by law, and shall cause its contractors and their
subcontractors, agents and representatives to also maintain Workers' Compensation insurance as required
9
by law. No Work shall commence until such Workers' Compensation insurance is obtained and in full
force and effect.
6.4. Other Insurance Requirements. Developer shall:
(1) Prior to taking any actions under this Agreement, 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. Public Facilities Fee Credit.
7.1. Source and Method of Credit. Subject to the limitations set forth in this
Section 7, Developer, or any subsequent developer of the Property, shall receive PFFP Credits for
payments received towards the design and construction of the Keiser Avenue - Petaluma Hill Road
Intersection in an amount not to exceed One Million Two Hundred Ninety Thousand Nine Hundred
Dollars and No Cents ($1,290,900.00).
7.2 Implementation of Public Facilities Fee Credit. The PFFP Credits shall be
applied against the Public Facilities Fees that would otherwise be applicable to the Project, as the
result of construction on the Property. Developer shall be entitled to receive PFFP Credits at the
time of issuance of building permits for construction on the Property. The City shall keep an
accounting of the balance of PFFP Credits based upon the credits applied to building permits on
the Property. The PFFP Credits shall run with the land and may be credited only for development
of the Project on the Property, provided that Developer may allocate the use of the PFFP Credits
among components of the Project. Developer may authorize the assignment of all or portions of
the PFFP Credit balance in writing, with the consent of the City, provided that PFFP Credits may
not be assigned outside the boundaries of the Property and the PFFP Credits are fully utilized on
the development of the Property. Developer acknowledges and agrees that payment of the PFFP
Credits is limited to the development of the Property and not the entire real property described in
the Development Agreement.
7.3 Expiration of Public Facilities Fee Credit. The Public Facilities Fee Credit
reflects prepayment by the Developer of Public Facilities Fees that would otherwise be due at the
time building permits are issued for structures on the Property. City’s obligation to extend credits
shall expire upon the available balance reaching $0.00.
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8. Community Facilities District; Intent to Reimburse. City and Developer
acknowledge that the California Statewide Communities Development Authority has formed a
Community Facilities District that includes the Property. Payment of Public Facilities Fees is
potentially eligible for funding through a Community Facilities District and Developer's costs may
be reimbursed with the proceeds of Community Facilities District bonds at some future date.
9. Breach of Agreement; Opportunity to Cure; Remedies.
9.1. Notice of Breach and Default. The occurrence of any of the following constitutes
a breach and default of this Agreement:
(1) Developer refuses or fails to complete the Work within the time set forth herein
or abandons the Work.
(2) Developer assigns the Agreement without the prior written consent of City.
(3) Developer is adjudged bankrupt or makes a general assignment for the benefit of
creditors, or a receiver is appointed in the event of Developer's insolvency.
(4) Developer or Developer's contractors, subcontractors, agents or employees, fail
to comply with any terms or conditions of this Agreement.
(5) Any delay in the construction of any portion of the Work or repairs, which in the
reasonable opinion of the City Engineer, endangers public or private property.
The City may serve written notice of breach and default upon Developer and the financial institution
holding the security.
9.2. Breach of Agreement; Performance by City. If the City gives Developer notice,
under Section 9.1, 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 Developer. Developer,
immediately upon demand, shall pay the costs and charges related to the Work and any subsequent
repairs. City, without liability for doing so, may take possession of and utilize in completing the Work
and repairs, if any, such materials and other property belonging to Developer as may be on or about the
Property and necessary for completion of the work. In the event of default, the financial institution
holding the security shall be liable to City to pay the face amount of the bonds, as specified under Section
5.
9.3. 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. Developer agrees that if legal action is brought by City under this section of the Agreement,
Developer shall pay all of the costs of suit; reasonable attorney fees, arbitration costs and such other costs
as may be determined by the court or arbitrator. No failure on the part of City to exercise any right or
remedy hereunder shall operate as a waiver of any other right or remedy that City may have hereunder.
10. Miscellaneous.
10.1 Compliance with Laws. Developer shall fully comply with all federal, state and
local laws, ordinances and regulations in the performance of this Agreement. Developer shall, at its own
cost and expense, obtain all necessary permits and licenses for the Work, give all necessary notices, pay
all fees and taxes required by law and make any and all deposits legally required by those public utilities
11
that will serve the development on the Property. Copies and/or proof of payment of said permits,
licenses, notices, fee and tax payments and deposits shall be furnished to the City Engineer upon request.
10.2. Notices. Formal written notices, demands, correspondence and communications
between City and Developer shall be sufficiently given if: (a) personally delivered; or (b) dispatched by
next day delivery by a reputable carrier such as Federal Express to the offices of City and Developer
indicated below, provided that a receipt for delivery is provided; or (c) if dispatched by first class mail,
postage prepaid, to the offices of City and Developer indicated below. Such written notices, demands,
correspondence and communications may be sent in the same manner to such persons and addresses as
either party may from time-to-time designate by next day delivery or by mail as provided in this section.
City: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Manager
with a copy to: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Attorney
Developer: University District LLC,
12657 Alcosta Blvd. Suite 250
San Ramon, CA 94583
Attn. Gonzalo Rodriguez
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.
10.3 Attorney Fees. Should any legal action or arbitration be brought by either party
because of breach of this Agreement or to enforce any provision of this Agreement, the prevailing party
shall be entitled to all costs of suit; reasonable attorney fees, arbitration costs and such other costs as may
be determined by the court or arbitrator.
10.4. Entire Agreement. The terms and conditions of this Agreement constitute the
entire agreement between City and Developer with respect to the matters addressed in this Agreement.
This Agreement may not be altered, amended or modified without the written consent of both parties
hereto.
10.5. Runs with the Land; Recordation. This Agreement pertains to and shall run with
the Property. Upon execution, this Agreement shall be recorded in the Official Records of Sonoma
County.
10.6. Transfers; Assignments. Developer may assign its obligations under this
Agreement to successor owner(s) of the Site with the prior written approval of the City. In connection
with any such assignment, Developer and its assignee shall execute and deliver to City a written
assignment and assumption agreement in a form acceptable to the City Attorney.
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10.7. Time is of the Essence. Time is of the essence of this Agreement and of each and
every term and condition hereof.
10.8. 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.
10.9. 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.
10.10. Relationship of the Parties. Neither Developer nor Developer's contractors,
subcontractors, agents, officers, or employees are agents, partners, joint venturers or employees of City
and the Developer's relationship to the City, if any, arising herefrom is strictly that of an independent
contractor. Developer’s contractors and subcontractors are exclusively and solely under the control and
dominion of Developer. Further, there are no intended third party beneficiaries of any right or obligation
assumed by the Parties.
10.11. 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;
provided, however, that this Agreement shall not be binding upon a purchaser or transferee of any portion
of the Property unless this Agreement has been assigned pursuant to Section 8.6, in which event this
Agreement shall remain binding upon Developer.
10.12. 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.
10.13. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
10.14. 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.
10.15. 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.
10.16. 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.
10.17 Joint and Several Liability. University District LLC is jointly and severally
liable for all obligations of Developer under this Agreement.
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IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the
Effective Date.
Dated:
"DEVELOPER"
University District LLC
A Delaware Limited Liability Company
By: ____________________________
Name:_______________________
Title:________________________
By: ____________________________
Name:_______________________
Title:________________________
"CITY"
CITY OF ROHNERT PARK, a California
municipal corporation
Dated: By:
City Manager
Per Resolution No. 2022-___ adopted by the Rohnert Park
City Council at its meeting of March 22, 2022
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
14
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SONOMA )
On __________________ before me, _______________________________________,
(here insert name and title of the officer)
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)
15
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SONOMA )
On __________________ before me, _______________________________________,
(here insert name and title of the officer)
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)
16
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF SONOMA )
On __________________ before me, _______________________________________,
(here insert name and title of the officer)
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)
17
EXHIBIT A
PROPERTY SUBJECT TO AGREEMENT
KERRY ROAD DEDICATIONDOC. NO. 2019055292KEISER AVENUE DEDICATIONDOC. NO. 2019035718BASIS OF BEARINGS:THE BEARING N00°01'44"W AS SHOWNBETWEEN FOUND MONUMENTS ON THE RECORDOF SURVEY FILED IN BOOK 525 OF MAPSAT PAGES 37-39, SONOMA COUNTY RECORDS,PET #5 TO PET #1 IN THE C/L OFPETALUMA HILL ROAD.