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2023/04/11 City Council Resolution 2023-025 RESOLUTION NO. 2023-025 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING A MASTER MAINTENANCE AGREEMENT WITH HOMEFIRST SERVICES OF SANTA CLARA COUNTY FOR THE NORTH COAST REGIONAL WATER QUALITY CONTROL BOARD COMPLANCE AT LABATH LANDING WHEREAS, on June 10, 2008, the City Council of the City of Rohnert adopted Resolution No. 2008-86 approving the Final Environmental Impact Report for the Stadium Area Master Plan; and WHEREAS, on January 10, 2017, the City Council of the City of Rohnert Park adopted Resolution No. 2017-008) approving the subsequent Mitigated Negative Declaration for the Residences at Five Creek Project within the Stadium Lands Master Plan Area; and WHEREAS, on April 7, 2022, the City entered into a Ground Lease, Funding and Service Agreement(Ground Lease) with HomeFirst Services of Sonoma County (HomeFirst)to construct, operate and maintain a 60 unit interim housing facility with the Stadium Lands Master Plan Area in accordance with the approved environmental documents; and WHEREAS, the Ground Lease requires Home First to make provisions for the ongoing maintenance of the site, including but not limited to stormwater detention and treatment measures to perform ongoing maintenance responsibilities; and WHEREAS, the City's National Pollutant Discharge Elimination System (NPDES) Permit issued by the North Coast Regional Water Quality Control Board, requires that obligations to maintain stormwater detention and treatment features be documented through a Master Maintenance Agreement; and WHEREAS, staff has developed a Master Maintenance Agreement with HomeFirst that is tailored to the site and reflective of the requirements of both the Ground Lease and the City's NPDES permit. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Rohnert Park finds that maintenances activities are consistent with and necessary to comply with the mitigation measures adopted in the Final Environmental Impact Report for the Stadium Area Master Plan and the Mitigated Negative Declaration for the Residences at Five Creek Project, and that no other CEQA analysis is warranted. BE IT FURTHER RESOLVED that the Master Maintenance Agreement incorporated herein as Exhibit A is hereby approved. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute the Master Maintenance Agreement, in substantially similar form to the agreement attached hereto and incorporated by this reference as Exhibit A, subject to minor modifications approved by the City Manager and City Attorney. DULY AND REGULARLY ADOPTED this l lth day of April, 2023. CITY OF ROHNERT PARK S iguez, Mayo ATTEST: r� � - ~ Sylvia Lopez Cuevas, City Clerk - Attachments: Exhibit A ELWARD:iAlyGIUDICE: PSANBORN: HOLLINGSWORTH ADAMS: RODRIGUEZ: AYES: ( ) NOES: ( 7)) AB NT: ( ABSTAIN: ( e...))) Resolution 2023-025 Page 2 Of 2 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Rohnert Park 130 Avram Avenue Rohnert Park, California 94928 Attention: City Clerk ) ) ) ) ) ) ) ) ) (Space Above This Line for Recorder’s Use Only) Exempt from recording fee per Gov. Code § 27383. MASTER MAINTENANCE AGREEMENT (LABATH LANDING) APN 143-040-140 THIS MASTER MAINTENANCE AGREEMENT (“Agreement”) is made and entered into this ___ day of _____________, 2023, (“Effective Date”), by and between HomeFirst Services of Santa Clara County, a nonprofit public benefit corporation (“Operator”), and the CITY OF ROHNERT PARK, a California municipal corporation (“City”) with reference to the following facts. City and Operator may each be referred to as a “Party” or collectively as the “Parties.” RECITALS A. City and Operator have entered into a Ground Lease, Funding and Service Agreement (Ground Lease) April 7, 2022, a memorandum of which was recorded on April 12, 2022 as Document Number 2022025944 in the official records of the County of Sonoma. B. Under the Ground Lease, Operator is responsible for the construction, operation and maintenance of a 60-unit interim housing facility and associated improvements (the “Project Improvements”) located on City-owned property located in the City of Rohnert Park, County of Sonoma, State of California, described on Exhibit “A”, attached hereto and incorporated by this reference as if fully set forth herein (the “Property”). C. In connection with its development of the Property, the Operator obtained a Grading Permit (GR22-0005) on June 14, 2022, to construct and install the Project Improvements. The Project Improvements include low impact development features that satisfy regulatory requirements for storm water management facilities/best management practices (BMPs). The Ground Lease requires the Operator to have an approved Final Standard Urban Stormwater Mitigation Plan (the “SUSMP”). D. The City’s National Pollutant Discharge Elimination System (“NPDES”) Municipal Separate Storm Sewer System (“MS4”) Permit, Order Number No. R1-2015-0030, issued and extended by the North Coast Regional Water Quality Board, requires the City to implement and enforce specific requirements for the construction and maintenance of onsite storm water management facilities/best management practices (collectively, “BMPs”) for development, redevelopment, and other applicable projects with the goal of mitigating impacts to storm water quality and runoff volume discharges into the MS4. Provisions of Title 15 and other applicable sections of the Rohnert Park Municipal Code shall apply to the construction, inspection and maintenance of BMP facilities, and the enforcement of MS4 Permit requirements. 2 E. The City and the Operator desire to enter into this agreement to satisfy the regulatory requirements for inspection and maintenance of the BMP Facilities shown on Exhibit “B”. AGREEMENT NOW, THEREFORE, the City and the Operator (together, the “Parties”) hereby agree as follows: 1. PURPOSE OF AGREEMENT. The purpose of this Agreement is to assure the maintenance, periodic inspection, repair, safe operation and, if and when necessary, replacement of the BMPs by the Operator at its expense in accordance with the Ground Lease. 2. OPERATOR’S RESPONSIBILITIES. Operator, at its sole expense, shall construct, install, maintain, safely operate, periodically inspect, repair, resurface and, if and when necessary, replace the BMP Facilities described in Exhibit B. 3. BMP FACILITIES. Operator hereby covenants, agrees and declares as follows: a. Operator shall, at its sole cost and expense, construct, inspect, and maintain the BMP Facilities, as shown on Exhibit “B” in accordance with the SUSMP. Maintenance associated with the on- site BMP includes, but not be limited to: watering/irrigation; fertilization; periodic trimming, mowing, and/or edging of vegetation; removal and replacement, as needed, of all plant materials; and control of weeds. b. Operator shall submit to the City inspection reports as required by the SUSMP. The Operator shall complete maintenance or repairs noted in the inspection reports. c. In the event Operator fails to maintain the BMP Facilities in good working condition as solely determined by the City in its reasonable discretion, the City may enter upon the Property and take whatever steps it deems reasonably necessary to maintain and/or make in good working condition, such BMP Facilities. It is expressly understood that the City is under no obligation to maintain or repair the BMP Facilities, and in no event shall this Agreement be construed to impose such an obligation on the City. d. In the event that the City performs work of any nature, or expends any funds in the performance of such work for labor, use of equipment, supplies, materials, or the like, due to failure of the Landowner to perform its maintenance obligations under this Agreement, as solely determined by City in its reasonable discretion, Operator shall reimburse the City within sixty (60) days of receipt of notice for all costs incurred by the City to undertake such work. Costs shall include, but are not limited to, the actual cost of construction, maintenance and/or repair, and administrative costs directly related to such work. e. Operator shall submit to City inspection reports as required by the SUSMP. 4. CITY’S RIGHT TO PERFORM MAINTENANCE. In the event that the Operator fails to comply with the requirements of Section 2 and Section 3, as reasonably determined by the City, City shall have the right to correct the deficiencies or to contract for the correction of such deficiencies. By executing this Agreement, Operator knowingly and willfully provides consent to the City to enter and perform such maintenance work as City deems necessary to satisfy the requirements of this Agreement. It is expressly understood that the City is under no obligation to maintain or repair the BMPs, and in no event shall this Agreement be construed to impose such an obligation on the City. 3 a. Notice to Operator. Prior to taking any such corrective action, the City shall notify the Operator in writing that the condition of the Project Improvement(s) that does not conform to the standards and requirements set forth herein, and shall specify the deficiencies and the actions required to be taken by the Operator in accordance with this Agreement to cure the deficiencies. Upon notification of any deficiency, Operator shall have thirty (30) days from the date of the notice within which to correct, remedy or cure the deficiency. If the written notification states that the problem is urgent and relates to the public health and safety, then Operator shall have twenty-four (24) hours to rectify the problem. Further, City retains its police powers to take immediate actions to protect the public health, safety and welfare. a. Legal Action. The City may bring legal action to collect the sums due as the result of expending public monies to maintain, repair and, if and when necessary, replace any BMPs which are the responsibility of the Operator under this Agreement. Operator agrees that if the City brings legal action to enforce its rights under this Section 4 and the City prevails in such legal action, Operator shall pay the City all costs incurred in performing the required work, including reasonable attorneys’ fees and court costs, together with interest from the date the City provided notice under Section 12, at the rate of seven percent (7%) per annum. b. Additional Remedies. The Operator acknowledges and agrees that the City may also pursue any and all other remedies available in law or equity in the event of a breach of the Operator’s obligations and agreements set forth herein. c. Intention of City. Nothing in this Section 4 shall be construed, either expressly or by implication, as indicating an intention of the City to exercise dominion or control over the BMPs. 5. INSURANCE. Operator shall obtain and maintain in effect insurance as outlined in Article 9 of the Ground Lease. 6. VIOLATION. In addition to any remedies outlined in this Agreement, any violation of the terms of this agreement shall be deemed a public nuisance under Chapter 1.24, Nuisance Abatement, of the Rohnert Park Municipal Code and City shall be entitled to the remedies available to it under Chapter 1.24, in addition to the remedies available to it under Chapters 1.16 and 1.25. The remedies identified herein shall be in addition to and cumulative of all other remedies, criminal or civil, which may be pursued by the City. 7. TERM. This Agreement shall commence immediately upon the Effective Date and shall continue through the term of the Ground Lease, as it may be extended from time to time. 8. INDEMNIFICATION. Operator shall indemnify the City in accordance with provisions outlined in Article 10 of the Ground Lease. 9. ASSIGNMENT. Any assignment of this Agreement shall conform to the requirements of Article 13 of the Ground Lease. 10. AGREEMENT ATTACHES TO LAND AND BINDS OPERATOR’S SUCCESSORS AND ASSIGNS. This Agreement attaches to and runs with the Property for the term of the Ground Lease, as it may be extended from time to time. This Agreement binds the assigns and successors-in-interest of the Operator. City and its successors and assigns, in the event of any breach of this Agreement, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings against the Operator or its permitted successors and assigns to enforce the curing of such breach. 4 11. DEFAULT. The failure to maintain the BMPs will constitute an event of default. Upon such event of default, the City shall provide written notice to the Operator. Upon receipt of the written notice, the Operator shall have thirty (30) days to remedy such event of default (or such longer period of time as may reasonably be required, provided that the Operator shall commence to remedy such default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). If the Operator fails to remedy the event of default within the prescribed time period, the City shall have the right to do all work necessary to remedy the event of default and charge the Operator actual costs incurred by the City for such work, as set forth in Section 4 above. 12. NOTICES. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally or by generally recognized overnight courier service, or three (3) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows: To the Operator: HomeFirst Services of Santa Clara County 507 Valley Way Milpitas, CA 95035 Attn: Andrea Urton To the City: City of Rohnert Park 130 Avram Avenue Rohnert Park, California 94928 Attn: City Manager With a copy to: City of Rohnert Park 130 Avram Avenue Rohnert Park, California 94928 Attn: City Attorney 13. MISCELLANEOUS. a. Entire Agreement, Amendments. This Agreement contains the entire understanding and agreement of the parties. This Agreement may be altered, amended or modified only by an instrument in writing, executed by the Parties to this Agreement. b. Section Headings. Section headings as used herein are for convenience only and shall not be deemed to be a part of such sections and shall not be construed to change the meaning hereof. c. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California. Venue shall be the County of Sonoma. d. Counterparts. This Agreement may be executed in any number of counterparts which together shall constitute the contract of the Parties. e. Exhibits. Any and all exhibits and schedules attached or to be attached hereto are hereby incorporated and made a part of the Agreement by reference. f. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect. 5 g. Authority. Each person 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. h. No Agency Relationship. Neither the Operator nor any of the Operator’s agents, contractors or subcontractors are or shall be considered to be agents of City in connection with the performance of any of the Operator’s obligations under this Agreement. Nor shall City and Operator, be deemed to have become a partner of each other in the conduct of their respective business or otherwise a joint venture. i. Attorneys’ Fees and Costs. Either party may bring a lawsuit to enforce or require performance of the terms of this Agreement, and the prevailing party in such suit or proceeding shall be entitled to recover from the other party’s reasonable costs and expenses, including attorneys’ fees. [SIGNATURES ON FOLLOWING PAGE] 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first stated above. OPERATOR By: ____________________________ Name: __________________________ Its: ___________________________ [Signature must be notarized] CITY CITY OF ROHNERT PARK A municipal corporation ________________________________ Marcela Piedra, City Manager Authorized by Resolution No. 2023-025 adopted by the Rohnert Park City Council on April 11, 2023. [Signature must be notarized] APPROVED AS TO FORM: ________________________________ Michelle Marchetta Kenyon, City Attorney ATTEST: ________________________________ Sylvia Lopez Cuevas, City Clerk Exhibit “A” Legal Description of the Property Exhibit “B” SUSMP [to be inserted] Exhibit "B"