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2023/04/25 City Council Resolution 2023-029 RESOLUTION NO. 2023-029 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK DECLARING INTENT TO REIMBURSE CERTAIN EXPENDITURES FROM PROCEEDS OF TAX-EXEMPT OBLIGATIONS AND APPROVING AN ACQUISITION AND FEE FUNDING AGREEMENT FOR BOND-FUNDED FACILITIES WITH THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY AND SOMO VILLAGE LLC WHEREAS, on December 13, 2022 by Resolution No. 2022-123, the City Council of the City of Rohnert Park (City) authorized the California Statewide Communities Development Authority (Authority) to form a Community Facilities District (CFD) within the territorial limits of the City; and WHEREAS, the Authority has formed a CFD for the purposes of issuing tax-exempt obligations (Debt) and funding the construction of infrastructure within the City's SOMO Village Planned Development Area; and WHEREAS, the City expects that it or SOMO Village LLC ("Developer) will incur capital expenditures (the "Reimbursement Expenditures") in connection with the construction of the public infrastructure projects more particularly identified in Exhibit A hereto (the "Projects") prior to the issuance of the Debt to finance such Projects; and WHEREAS, the City reasonably expects that the Debt will be issued by CSCDA and that certain of the proceeds of such Debt will be used to reimburse the Reimbursement Expenditures; and WHEREAS, Section 1.150-2 of the Treasury Regulations (the "Treasury Regulations") requires the City to declare its reasonable official intent to reimburse prior expenditures for the Projects with proceeds of a subsequent borrowing; and WHEREAS, City anticipates that some or all of the Projects will be constructed by others and acquired by the City using the proceeds of the Debt; and WHEREAS, a form of Acquisition and Fee Funding Agreement (the "Acquisition Agreement") between the City, the Authority and the Developer, which will govern the acquisition of the Projects by the City, has been presented to the City Council, within Exhibit A, and is on file with the City Clerk; and WHEREAS, adoption of this resolution is not a"project" under California Environmental Quality Act ("CEQA") Guidelines section 15378, as the Acquisition Agreement is a financing mechanism for certain project improvements(see 15378(b)(4)) and there is no potential that approval of the proposed Acquisition Agreement will result in a direct or indirect physical change to the environment. Further, nothing herein constitutes the City's approval of any applications, development project entitlements and/or permits, and such, to the extent required in the future, are subject to and contingent upon City Council approval following, to the extent applicable, environmental review in compliance with the CEQA; and WHEREAS, nothing herein affects, without limitation, requirements for and/or compliance with any and all applicable and/or necessary improvement standards, land use requirements or subdivision requirements relating to the Development Project or any portion thereof, which obligations are and shall remain independent and subsisting. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of Rohnert Park that it does hereby find, determine, declare and resolve as follows: Section 1. Recitals. That the foregoing recitals are true and correct. Section 2. Purpose of Resolution. That this resolution is adopted for purposes of establishing compliance with the requirements of Section 1.150-2 of the Treasury Regulations. This resolution does not bind the City to make any expenditure, incur any Debt, or proceed with the Projects. Section 3. Declaration of City. That the City hereby declares its official intent to reimburse itself with proceeds of indebtedness for any of the Reimbursement Expenditures incurred by it prior to incurring such Debt. Section 4. Approval of the Acquisition Agreement. That the form of Acquisition Agreement included as Exhibit A to this Resolution is approved subject to minor modifications approved by the City Manager and City Attorney. Section 5. Effective Date of Resolution. That this Resolution shall take effect immediately upon its adoption. Section 6. Authority of City Manager. The City Manager is hereby authorized and directed to execute on behalf of the City of Rohnert Park the Acquisition Agreement in substantially similar form to Exhibit A, subject to minor changes approved by the City Manager or City Attorney, and any other documents necessary to effectuate the terms of the Acquisition Agreement and this Resolution. DULY AND REGULARLY ADOPTED this 25th day of April, 2023. CITY OF ROHNERT PARK ATTEST: odriguez, ayor Elizabet Machado, Assistant City Clerk =�_ Attachments: Exhibit A _ __ ``- . ELWARD: INtle GIUDICE: CflSANBORN: Z HOLLINGSWORTH ADAMS: pie. RODRIGUEZ: IVTLte.. AYES: ( ) NOES: ( j ) ABSENT: ( ) ABSTAIN: ( ) Resolution 2023-029 Page 2 of 2 OH&S DRAFT 2/24/23 4141-5871-9282.6 ACQUISITION AND FEE FUNDING AGREEMENT BY AND AMONG THE CITY OF ROHNERT PARK, THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY AND SOMO VILLAGE, LLC RELATING TO COMMUNITY FACILITIES DISTRICT NO. 2022-12 (SOMO VILLAGE) THIS ACQUISITION AND FEE FUNDING AGREEMENT (“Agreement”) is made and entered into on this ____ day of ______, 2023 (“Effective Date”) by and among the City of Rohnert Park, a California municipal corporation (“City”), the California Statewide Communities Development Authority (“Authority”) and SOMO Village, LLC, a Delaware limited liability company (the “Developer”). RECITALS A. On March 23, 2021, the City Council of the City of Rohnert Park adopted Ordinance 953 approving that certain Amended and Restated Development Agreement dated May 28, 2021 between the City and Developer, which was subsequently recorded as Instrument Number 2021070368 in the Official Records of the County of Sonoma (“Development Agreement”). B. The Development Agreement provides that the Developer, at its sole discretion may elect to form a Community Facilities District provided certain conditions are met. C. The Developer has applied to the Authority for the financing of certain public capital improvements, and certain governmentally-imposed development fees necessary for the development of the Developer’s project within the City known as “SOMO Village”. The fees will themselves finance public capital improvements. The public capital improvements are to be owned and operated by the City, and the financing is to be accomplished through a community facilities district which will be administered by the Authority under and pursuant to the Mello- Roos Community Facilities Act of 1982 – California Government Code Section 53311 and following (the “Act”). D. On January 11, 2022, the City Council of the City of Rohnert Park adopted Resolution No. 2022 - 008, Authorizing the California Statewide Communities Development Authority to Form a Community Facilities District Within the Territorial Limits of the City of Rohnert Park and Related Matters (the “Resolution”). E. On January 19, 2023, the Authority formed the “California Statewide Communities Development Authority Community Facilities District No 2022-12 (SOMO Village), City of Rohnert Park, County of Sonoma, State of California” (the “Community Facilities District”) and designated Improvement Area No. 1 of the Community Facilities District, as illustrated in Agreement Exhibit A. On the same date, a landowner election was 2 4141-5871-9282.6 conducted in which all of the votes were cast unanimously in favor of conferring the Community Facilities District authority on the Authority Commission. F. The Authority intends to levy special taxes and issue bonds, in one or more series, to fund, among other things, all or a portion of the costs of the public capital improvements described on Agreement Exhibit B attached hereto (the “Acquisition Improvements”). Collectively, for all Improvement Areas of the Community Facilities District, the portion of the proceeds of the special taxes (including prepayments) and bonds allocable to the cost of the Acquisition Improvements, together with interest earned thereon, is referred to herein as the “Available Amount.” G. The Authority will provide financing for the acquisition by the City of the Acquisition Improvements and the payment of the Acquisition Price (as defined herein) of the Acquisition Improvements from the Available Amount. Agreement Exhibit B describes the Acquisition Improvements, which include authorized discrete and usable portions, if any, of the public capital improvements, pursuant to Section 53313.51 of the Act, to be acquired from the Developer, and the specified development fees. H. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement, the City will acquire the completed Acquisition Improvements. I. Any and all monetary obligations of the City arising out of this Agreement are the special and limited obligations of the City payable only from the Available Amount, and no other funds whatsoever of the City shall be obligated therefor under any circumstances. J. In consideration of Recitals A through I, inclusive, and the mutual covenants, undertakings and obligations set forth below, the City, the Authority and the Developer agree as stated below. I. Attached to this Agreement are Agreement Exhibit A (Map of Improvement Area No. 1), Agreement Exhibit B (Description of Acquisition Improvements and Estimated Costs), Agreement Exhibit C (Disbursement Request Form), and Agreement Exhibit D (Bidding, Contracting and Construction Requirements for Acquisition Improvements), all of which are incorporated into this Agreement for all purposes. AGREEMENT NOW, THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Agreement, the parties hereto agree as follows: 1. Incorporation of Recitals. The foregoing Recitals are true and correct and are hereby incorporated into and form a material part of this Agreement. 2. Effect on Other Agreements. Nothing in this Agreement shall be construed as affecting the Developer’s or the City’s duty to perform their respective obligations under any other agreements (including the Development Documents), land use regulations or subdivision 3 4141-5871-9282.6 requirements related to the Project, which obligations are and shall remain independent of the Developer’s and the City’s rights and obligations under this Agreement. 3. Definitions. As used herein, including the Recitals and all Exhibits, the following capitalized terms shall have the meanings ascribed to them below: “Acceptable Title” means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except (i) those items which are reasonably determined by the City Engineer not to interfere with the intended use and therefore are not required to be cleared from the title and (ii) the lien of the Community Facilities District or any other community facilities district or assessment district provided that the property owned by the City is exempt from such taxation or assessment. “Acquisition and Construction Fund” means any applicable fund established by the Authority pursuant to the Resolution and Section 5.2 hereof for the purpose of paying the Acquisition Price of the Acquisition Improvements. “Acquisition Improvement” means a public capital improvement or a development fee described in Agreement Exhibit B, as may be amended from time to time “Acquisition Price” means the total amount eligible to be paid to the Developer from Available Amounts upon acquisition of an Acquisition Improvement as provided in Sections 5.6 and 5.7, not to exceed the Actual Cost of the Acquisition Improvement, or in the case of a development fee, the actual amount paid by the Developer, or the amount of a development fee to be paid on behalf of the Developer from the Available Amounts, in every case not to exceed the Available Amounts, and in every case not to exceed the Actual Cost of the Acquisition Improvement. “Act” shall have the meaning given such term in Recital C. “Actual Cost” means the total cost of an Acquisition Improvement, as documented by the Developer to the satisfaction of the City and as certified by the City Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer’s cost of constructing such Acquisition Improvement including grading, labor, material and equipment costs, (b) the Developer’s cost of designing and engineering the Acquisition Improvement, preparing the plans and specifications and bid documents for such Acquisition Improvement, and the costs of inspection, materials testing and construction staking for such Acquisition Improvement, (c) the Developer’s cost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for such Acquisition Improvement, (d) the Developer’s cost of environmental evaluation or mitigation required for such Acquisition Improvement, and (e) the amount of any fees actually paid by the Developer to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for such Acquisition Improvement. “Actual Cost Certificate” means a certificate prepared by the Developer detailing the Actual Cost of an Acquisition Improvement, or an Eligible Portion thereof, to be acquired hereunder, as may be revised by the City Engineer pursuant to Section 5.6. 4 4141-5871-9282.6 “Agreement” means this Acquisition and Fee Funding Agreement, dated as of the ___ day of ______, 2023, by and among the City, the Authority and the Developer. “Authority” means the California Statewide Communities Development Authority. “Authority Trust Agreement” means a trust agreement or indenture entered into by the Authority and an Authority Trustee in connection with the issuance of any series of Bonds on behalf of an Improvement Area. “Authority Trustee” means the financial institution identified as trustee in an Authority Trust Agreement. “Available Amount” shall have the meaning assigned to the term in Recital F. “Bonds” means bonds or other indebtedness issued in one or more series by the Authority that are to be repaid with Special Taxes levied in an Improvement Area. “City” means the City of Rohnert Park, California. “City Engineer” means the City Engineer of the City of Rohnert Park or his/her designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder. “Code” means the Government Code of the State of California. “Commission of the Authority” means the Commission of the California Statewide Communities Development Authority. “Community Facilities District” shall have the meaning assigned to the term in Recital E. “Developer” means SOMO Village, LLC, a Delaware limited liability company, and their successors and assigns. “Development Agreement” shall have the meaning assigned to the term in Recital A. “Development Documents” means, as applicable, one or more of the following: (i) the Development Agreement; (ii) an improvement agreement between the Developer and the City concerning an Acquisition Improvement; (iii) a fee credit agreement between the Developer and the City concerning an Acquisition Improvement; (iv) improvement plans submitted by the Developer to the City concerning an Acquisition Improvement; or (v) any other agreement with the City or City condition of development concerning an Acquisition Improvement. “Disbursement Request Form” means a requisition for payment of funds from an Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion thereof, or impact fees in substantially the form contained in Agreement Exhibit C. 5 4141-5871-9282.6 “Eligible Portion” shall have the meaning ascribed to it in Section 5.6 below. “Future Improvement Area” means an improvement area that may, in the future, be designated by the Community Facilities District pursuant to the Act over property within the Community Facilities District or within property annexed to the Community Facilities District. “Improvement Area” means, as the context requires, one or more of Improvement Area No. 1 and/or any Future Improvement Area. “Improvement Area No. 1” means Improvement Area No. 1 of the Community Facilities District. “Initial Improvement Area” means Improvement Area No. 1. “Installment Payment” means an amount equal to ninety percent (90%) of the Actual Cost of an Eligible Portion. “Project” means the Developer’s development of the property in the Community Facilities District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the Community Facilities District. “Resolution” means City of Rohnert Park Resolution No. 2022-008, “Authorizing the California Statewide Communities Development Authority to Form a Community Facilities District Within the Territorial Limits of the City of Rohnert Park and Related Matters.” “Special Taxes” means annual special taxes, and prepayments thereof, authorized by the Community Facilities District to be levied by the Commission of the Authority within any Improvement Area. “Title Documents” means, for each Acquisition Improvement acquired hereunder, a grant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements), or an irrevocable offer of dedication of such real property with interests therein necessary to the operation, maintenance, rehabilitation and improvement by the City of the Acquisition Improvement (including, if necessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvement (other than said real property interests) to the City, where applicable. 4. Purpose; Effective Date. 4.1. Purpose. The purpose of this Agreement is to provide financing for the Acquisition Improvements from Available Amounts for all Improvement Areas in the Community Facilities District (including the Initial Improvement Area and each Future Improvement Area). 4.2. Applicability. The parties to this Agreement acknowledge that the Developer, its successors or assignees, and the City, may request to annex property to the Community Facilities District, either in the Initial Improvement Area, or any newly-designated 6 4141-5871-9282.6 Improvement Areas. Upon completion of any such annexation proceedings, this Agreement shall apply to all newly-annexed property to the Initial Improvement Area or any newly- designated Improvement Area in the same manner as this Agreement applies to the Initial Improvement Area, and all Special Taxes and proceeds of Bonds generated from the newly- annexed property to the Initial Improvement Area or any newly-designated Improvement Area shall be applied in the same manner as this Agreement applies to the Initial Improvement Areas. 4.3. Acquisition Improvements. Notwithstanding anything to the contrary, the Acquisition Improvements are authorized to be financed by Bonds and Special Taxes from each and every Improvement Area, and the Acquisition Improvements may be located anywhere, regardless of the Improvement Area from which such Bonds and Special Taxes are derived. 4.4. Effective Date. The Effective Date of this Agreement shall be as set forth in the preamble above. 5. Community Facilities District. 5.1. Establishment of Community Facilities District. Developer has requested the City to permit the Authority to provide for financing of the Acquisition Improvements through the establishment and authorization of the Community Facilities District and the City agreed by its adoption of the Resolution. The Community Facilities District was established by the Authority on January 19, 2023, and through the successful landowner election held that same day, the Commission of the Authority is authorized to levy the Special Taxes and to issue the Bonds to finance the Acquisition Improvements. Developer, the City and the Authority agree to reasonably cooperate with one another in the completion of the financing through the issuance of the Bonds in one or more series in any Improvement Area. 5.2. Deposit and Use of Available Amount. 5.2.1 Prior to the issuance of the first series of Bonds for any Improvement Area, Special Taxes collected by the Authority for that Improvement Area (including from prepayments of Special Taxes) shall be deposited in an Acquisition and Construction Fund established by the Authority for that Improvement Area, and may be disbursed to pay the Acquisition Price of Acquisition Improvements in accordance with this Agreement. All funds in an Acquisition and Construction Fund shall be considered a portion of the Available Amount, and upon the issuance of the first series of Bonds for such Improvement Area, the Acquisition and Construction Fund shall be transferred to the Authority Trustee to be held in accordance with the Authority Trust Agreement. 5.2.2 Upon the issuance of the first series of Bonds for an Improvement Area, the Authority will cause the Authority Trustee to establish and maintain a separate Acquisition and Construction Fund for the purpose of holding all funds derived from that Improvement Area for the Acquisition Improvements. Separate accounts may be established for each issue of Bonds. All earnings on amounts in any Acquisition and Construction Fund shall remain in such Acquisition and Construction Fund for use as provided herein and pursuant to the Authority Trust Agreement. Money in each and every Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to the 7 4141-5871-9282.6 Developer or its designee to pay the Acquisition Price of the Acquisition Improvements to the extent the Acquisition Price has not previously been paid from Available Amounts. Upon completion of all of the Acquisition Improvements and the payment of all costs thereof, any remaining funds in all Acquisition and Construction Funds (less any amount determined by the City as necessary to reserve for claims against the account) (i) shall be applied to pay the costs of any additional Acquisition Improvements eligible for acquisition or development impact fees eligible to be paid with respect to the Project as approved by the Authority and, to the extent not so used, (ii) shall be applied by the Authority to call Bonds or to reduce Special Taxes as the Authority shall determine. 5.3. Letting and Administering Design Contracts. The Developer has awarded and administered, or will award and administer, engineering design contracts for the Acquisition Improvements. All eligible expenditures for design engineering and related costs in connection with the Acquisition Improvements shall be reimbursed at the time of acquisition of the Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 5.6 and shall not be entitled to any payment for design costs independent of the acquisition of Acquisition Improvements. 5.4. Letting and Administering Construction Contracts; Prevailing Wages. State law requires that all Acquisition Improvements not completed prior to the formation of the Community Facilities District shall be constructed as if they were constructed under the direction and supervision, or under the authority, of the City. In order to assure compliance with those provisions, except for any contracts entered into prior to the Effective Date, Developer agrees to comply with the requirements set forth in Agreement Exhibit D, with respect to the bidding and contracting for the construction of the Acquisition Improvements being constructed by the Developer. The construction of the Acquisition Improvements constitutes a “public work” as defined in the California Labor Code, section 1771, et seq (“Labor Code Regulations”). Developer agrees and acknowledges that the construction of the Acquisition Improvements is subject to the payment of prevailing wages and agrees to comply with the requirements of the Labor Code Regulations. 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. Developer agrees to satisfy, to the extent applicable, its obligation of registering with the Department of Industrial Relations and furnishing electronic certified payroll records to the Labor Commissioner pursuant to Senate Bill 854 (2014). The Developer’s indemnification obligation set forth in Section 6.1 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/or applicable State laws regarding public contracting and prevailing wages. 5.5. Estimated Cost of Acquisition Improvements. The estimated cost of the Acquisition Improvements is shown in Agreement Exhibit B attached hereto. Notwithstanding this estimate, Developer and the City hereby acknowledge and agree that (a) the actual costs to complete the Acquisition Improvements may vary from this estimate, (b) the Acquisition Price shall never exceed the Actual Cost of any Acquisition Improvement. 8 4141-5871-9282.6 5.6. Sale of Acquisition Improvements. The Developer agrees to sell to the City each Acquisition Improvement to be constructed by Developer (including any rights-of-way or other easements necessary for the Acquisition Improvements, to the extent not already publicly owned), when the Acquisition Improvement is completed to the satisfaction of the City for an amount not to exceed the lesser of (i) the Available Amount available from time to time or (ii) the Actual Cost of the Acquisition Improvement. Agreement Exhibit B, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of an Acquisition Improvement eligible for Installment Payments prior to completion of the entire Acquisition Improvement (each, an “Eligible Portion”) must be discrete and usable portions. Upon request by Developer, the City may determine, on a case-by-case basis pursuant to Section 5.8, whether a portion of any Acquisition Improvement is an Eligible Portion. At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the City Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by executed Title Documents for the transfer of the Acquisition Improvement where necessary. The City Engineer shall review the supporting paperwork and respond to the Developer within thirty days. The failure to respond within such time frame shall be deemed approval of the Actual Cost. In the event that the City Engineer, during such time period, reasonably finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the City Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. Once the Developer delivers the further documentation, the City Engineer shall have thirty days to review the additional documentation. If the further documentation is still not reasonably adequate, the City Engineer shall notify the Developer in writing within such thirty day period and may revise the Actual Cost Certificate to delete any disallowed items and the determination shall be final and conclusive. The failure to approve or disapprove of the additional documentation within such thirty day period shall be deemed approval, and the City Engineer shall process the payment request. If only a portion of the Actual Cost requires further documentation, the City Engineer shall approve for payment the Actual Costs that do not require further documentation. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement or Acquisition Improvements, one hundred percent (100%) of the costs under the contract will be allocated to that Acquisition Improvement. Costs of environmental mitigation required solely to mitigate impacts of an Acquisition Improvement or Acquisition Improvements will be allocated one hundred percent (100%) to that Acquisition Improvements. 5.7. Conditions Precedent to Payment of Acquisition Price. Payment to the Developer or its designee of the Acquisition Price for an Acquisition Improvement from an Acquisition and Construction Fund shall in every case be conditioned first upon the determination of the City Engineer, pursuant to Section 5.6, that the Acquisition Improvement satisfies all City regulations and ordinances and is otherwise complete and ready for acceptance by the City, and shall be further conditioned upon satisfaction of the following additional conditions precedent: a) The Developer shall have provided the City with lien releases or other similar documentation satisfactory to the City Engineer as evidence that none of the 9 4141-5871-9282.6 property (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already publicly owned) comprising the Acquisition Improvement, and the property which is subject to the Special Taxes of the Community Facilities District, is not subject to any prospective mechanics lien claim respecting the Acquisition Improvements. b) The Developer shall be current in the payment of all due and payable general property taxes, and all Special Taxes of the Community Facilities District, on property owned by the Developer or under option to the Developer within the Community Facilities District. c) The Developer shall have provided the City with the Title Documents needed to provide the City with title to the site, right-of-way, or easement upon which the subject Acquisition Improvement is situated. All such Title Documents shall be in a form acceptable to the City and shall convey Acceptable Title. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the City Engineer and the City Attorney insuring the City as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the City and the Developer. Each title insurance policy required hereunder shall be in the amount equal to the Acquisition Price. The amount paid to the Developer or its designee upon satisfaction of the foregoing conditions precedent shall be the Acquisition Price less all Installment Payments paid previously with respect to the Acquisition Improvement. 5.8. Payment for Eligible Portions. The Developer may submit an Actual Cost Certificate to the City Engineer with respect to any Eligible Portion. Payment to the Developer or its designee from an Acquisition and Construction Fund of an Installment Payment with respect to such Eligible Portion shall in every case be conditioned first upon the determination of the City Engineer, pursuant to Section 5.6, that the Eligible Portion has been completed in accordance with the applicable plans and specifications and that the Eligible Portion satisfies all City regulations and ordinances and is otherwise complete and, where appropriate, is ready for acceptance by the City, and shall be further conditioned upon satisfaction of the following additional conditions precedent: a) The Developer shall have provided the City with lien releases or other similar documentation satisfactory to the City Engineer as evidence that the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Eligible Portion, to the extent not already owned by the City) comprising the Eligible Portion is not subject to any prospective mechanics lien claim respecting the Eligible Portion. b) The Developer shall be current in the payment of all due and payable general property taxes, and all Special Taxes of the Community Facilities District, on property owned by the Developer or under option to the Developer within the Community Facilities District. c) The Developer shall have provided the City with Title Documents needed to provide the City with title to the site, right-of-way, or easement upon which the subject Eligible Portion is situated. All such Title Documents shall be in a form acceptable to the City 10 4141-5871-9282.6 Engineer and shall be sufficient, upon completion of the Acquisition Improvement of which the Eligible Portion is a part, to convey Acceptable Title. d) Payment and performance bonds, from a bonding company with an A.M. Best rating of at least “A-” or its equivalent, applying to plans and specifications for the Acquisition Improvement approved by the City, shall be in place to secure completion of the Acquisition Improvement of which the Eligible Portion is a part. 5.9. Development Impact Fees. Development impact fees specified, or allocable to an Acquisition Improvement specified, in Agreement Exhibit B may be financed from Available Amounts. With respect to development impact fees allocable to an Acquisition Improvement, Developer shall submit a written request to the City Engineer specifying the development impact fee and the amount of the Available Amounts to be used to pay or reimburse such development impact fee. The City Engineer shall approve or disapprove of the proposed use of Available Amounts to pay or reimburse such development impact fees within thirty days after receipt of such request. The failure to respond within such time frame shall be deemed approval of the use of Available Amounts to pay or reimburse such development impact fees. If the City Engineer, during such time period, reasonably finds that the use of the Available Amounts to pay or reimburse such development impact fees would not be permitted under federal income tax rules for tax-exempt bonds or under other law, the City Engineer shall advise the Developer in writing of the basis of such finding. For development impact fees that have not already been paid by the Developer, fees may be prepaid from Available Amounts and the Developer shall be considered to have paid such fees on the date of such payment. Development impact fees paid by the Developer to the City prior to the availability of Available Amounts shall be reimbursed to the Developer from Available Amounts (as and when available), subject to any applicable provisions of the Internal Revenue Code required to maintain the tax-exempt status of any Bonds. 5.10. Disbursement Request Form. Upon a determination by the City Engineer to pay the Acquisition Price of an Acquisition Improvement pursuant to Section 5.7, to pay an Installment Payment for an Eligible Portion pursuant to Section 5.8, or to provide for the payment or reimbursement of a development impact fee allocable to an Acquisition Improvement pursuant to Section 5.9, the City Engineer shall, within fifteen days after such determination, cause a Disbursement Request Form substantially in the form attached hereto as Agreement Exhibit C to be submitted to the Authority Trustee, and the Authority Trustee shall make payment directly to the party specified in such Disbursement Request Form of the amount specified pursuant to the applicable Authority Trust Agreement. The City may request disbursement of any development impact fees funded with Available Amounts in accordance with the provisions of an Authority Trust Agreement by submitting a Disbursement Request to the Authority Trustee in substantially the form attached hereto as Agreement Exhibit C pertaining to fee disbursement and the Authority Trustee shall make payment directly to the City or its designee. The Authority, the City and the Developer acknowledge and agree that the Authority Trustee shall make payment strictly in accordance with the Disbursement Request Form and shall not be required to determine whether or not the Acquisition Improvement or Eligible Portion has been completed or what the Actual Costs may be with respect to the Acquisition Improvement or Eligible Portion. The Authority Trustee shall be entitled to rely on the executed Disbursement Request Form on its face without any further duty of investigation. 11 4141-5871-9282.6 Development impact fees may be paid from an Authority Trust Agreement for each and every Improvement Area, provided that a fee may be paid only once. In the event that the Actual Cost of an Acquisition Improvement or the Installment Payment for an Eligible Portion is in excess of the Available Amount, the Authority Trustee shall withdraw all funds remaining in the applicable Acquisition and Construction Fund and shall transfer those amounts to the Developer or the City, as applicable, or its designee. The unpaid portion of the Actual Cost shall be paid from funds that may subsequently be deposited in the same or another Acquisition and Construction Fund from a subsequent issuance of Bonds, from prepayments of Special Taxes to be used for construction or acquisition of Acquisition Improvements, or from Special Tax revenues, if any of those occurs. Acquisition Improvements may be paid from the Authority Trust Agreement for each and every Improvement Area, provided that an Acquisition Price may be paid only once. 5.11. Limitation on Obligations. In no event shall the City or the Authority be required to pay the Developer or its designee more than the Available Amounts (available from time to time). 5.12. Audit. The City and the Authority shall have the right, during normal business hours and upon the giving of ten days’ written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement pursuant to this Agreement) in constructing the Acquisition Improvements. 6. Indemnity and Insurance. 6.1. Indemnification. Developer agrees to indemnify, defend and hold the City and Authority, including elective and appointed boards, commissions, officers, agents, employees and consultants (each an “Indemnified Party” and collectively the “Indemnified Parties”), 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 construction by the Developer of any Acquisition Improvement, 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 an Indemnified Party. 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. Developer shall defend the City as required by California Civil Code Section 2778, and with counsel reasonably acceptable to the City. Developer shall have no right to seek reimbursement from City for the costs of defense. The aforementioned indemnity shall apply regardless of whether or not City has prepared, supplied or approved plans and/or specifications for the Acquisition Improvements and regardless of whether any insurance, workers compensation, disability or other employee benefit acts or terms required under this Agreement are applicable to any Claims. The City does not and 12 4141-5871-9282.6 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 sub-contractor or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement, except from such parties that have been engaged prior to the Effective Date. 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. Assignment and Assumption of Obligations to Authority. In addition to the indemnification obligations described above, consistent with the requirements of Section 4.04 of the Development Agreement, Developer is solely responsible for the costs, expenses and liability associated with the formation of the Community Facilities District. As a result of Developer’s selection of the Authority, City was obligated to adopt a Resolution, as described above in Recital D, authorizing the Authority to form the Community Facilities District within the city limits for the benefit of Developer. Paragraphs 12, 13 and 14 of the Resolution require the City to indemnify and hold harmless the Authority for specified risks and to comply with the payment of prevailing wages and satisfy other public contracting requirements. The City and Developer acknowledge in authorizing the Resolution, that the City reserved the right to require the Developer to assume the entirety of such responsibility and by this Paragraph 6.2 intend to effectuate that right. Accordingly, City hereby assigns to Developer all of its obligations and responsibilities under Paragraphs 12, 13 and 14 of the Resolution. Developer hereby accepts said assignment and assumes all obligations and responsibilities under Paragraphs 12, 13 and 14 of the Resolution, and further agrees to perform all of City’s obligations and covenants under Paragraphs 12, 13 and 14 of the Resolution as if Developer were the original signatory thereto. 6.3. Insurance. For an Acquisition Improvement, Developer shall maintain insurance in amount and substance as required under any Development Documents applicable to such Acquisition Improvement. 7. Breach of Agreement; Opportunity to Cure; Remedies. 7.1. 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 any Acquisition Improvement within the time set forth in the applicable Development Documents or abandons an Acquisition Improvement. (2) Developer assigns the Agreement to an unaffiliated entity without the prior written consent of City. 13 4141-5871-9282.6 (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 to which the Developer or Developer's contractors, subcontractors, agents, or employees are subject. (5) Any delay in the construction of any portion of an Acquisition Improvement or repairs as set forth in the applicable Development Documents, which in the reasonable opinion of the City Engineer, endangers public or private property. (6) City fails to perform any obligation under this Agreement. The City or Developer, as applicable, must serve written notice of breach and default upon the other party (the “Defaulting Party”), and any surety that has provided bonds with respect to an Acquisition Improvement. The Defaulting Party shall have 90 days to cure the breach and default described in the written notice of breach and default. 7.2. Breach of Agreement; Performance by City. If the City or Developer, as applicable, gives notice under Section 7.1 and the Defaulting Party fails to cure the breach and default described in the written notice prior to the expiration of the 90-day cure period, an " Event of Default" shall be deemed to have occurred. In the event of the occurrence and continuation of an Event of Default by Developer, the City may exercise the remedies described in Section 7.3 below, including the right of the City to proceed to complete the Acquisition Improvement by contract or other method the City considers advisable, at the sole expense of Developer. In the event of the occurrence and continuance of an Event of Default by Developer under Section 7.1(1) or 7.1(5), (i) Developer, immediately upon demand, shall pay the costs and charges related to the Acquisition Improvement and any subsequent repairs, (ii) City, without liability for doing so, may take possession of and utilize in completing the Acquisition Improvement 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 Acquisition Improvement, and (iii) the City may draw upon any surety bonds required by the applicable Development Documents. 7.3. Remedies. It is acknowledged by the parties that the City would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, other than for the payment to the Developer of any (i) moneys owing to the Developer hereunder, or (ii) moneys paid by the Developer pursuant to the provisions hereof which are misappropriated or improperly obtained, withheld or applied by the City. In general, upon the occurrence and continuation of an Event of Default, the applicable party may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that the City shall not be liable in damages to the Developer or to any assignee or transferee of the Developer other than for the payments to the Developer for the Acquisition Price of any Acquisition Improvement or Installment Payment in respect of any 14 4141-5871-9282.6 Eligible Portion thereof. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement. 8. Miscellaneous. 8.1. 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 Acquisition Improvement, 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 Project. 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. 8.2. Cooperation. The City, the Authority and the Developer agree to cooperate with respect to the completion of the financing of the Acquisition Improvements by the Authority through the levy of the Community Facilities District Special Taxes and issuance of Bonds. The City, the Authority, and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement. 8.3. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that the consent, approval or acceptance not be unreasonably withheld or delayed, unless the provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision. 8.4. 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 15 4141-5871-9282.6 Authority: California Statewide Communities Development Authority 1100 K Street, Suite 101 Sacramento, CA 95814 Attn: Chair With a copy to: Orrick, Herrington & Sutcliffe LLP 400 Capitol Mall, Suite 3000 Sacramento, CA 95814 Attn: Patricia Eichar Developer: SOMO Village, LLC PO Box 7087 Cotati, CA 94931 Attention: Eric Reid Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served two (2) business days after the date of deposit if addressed to an address within the State of California, and three (3) business days if addressed to an address within the United States but outside the State of California. 8.5. 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. 8.6. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement among Authority, 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 all parties hereto. 8.7. Conflict with Other Agreements. Nothing contained herein shall be construed as releasing the Developer or the City from any condition of development or requirement imposed by any other agreement between the City and the Developer, and, in the event of a conflicting provision, the other agreement shall prevail unless the conflicting provision is specifically waived or modified in writing by the City and the Developer. 8.8. Assignment. The obligations and rights of the parties to this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, but, except as provided in the last sentence hereof, those rights and obligations shall not be assignable, transferable or delegable, except pursuant to the terms hereof, without the written consent of the other parties hereto, and any attempted assignment, transfer or delegation thereof which is not made pursuant to the terms hereof shall be void. The assignment of this Agreement to an affiliate of the Developer shall not require the written consent of any other party hereto, provided Developer provides a written assignment and assumption agreement to City and Authority immediately upon such assignment. 16 4141-5871-9282.6 8.9. Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. 8.10. Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 8.11. 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. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of the party’s right to insist upon and demand strict compliance by the other party with the terms of this Agreement. 8.12. Relationship of the Parties. Neither Developer nor the Authority nor either’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. 8.13. Binding upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and permitted 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 8.9, in which event this Agreement shall remain binding upon Developer. 8.14. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Sonoma, State of California. 8.15. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. 8.16. Interpretation. This Agreement shall be construed according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall apply to the interpretation of this Agreement. 8.17. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement. 8.18. 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 17 4141-5871-9282.6 partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 8.19. Singular and Plural; Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 18 4141-5871-9282.6 8.20. Sole Agreement. This Agreement, including all exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. IN WITNESS WHEREOF, City, Authority, and Developer have executed this Agreement as of the Effective Date. “City” CITY OF ROHNERT PARK, a California municipal corporation, By: __________________________________ Marcel Piedra , City Manager Per Resolution No. 2023-__ adopted by the Rohnert Park City Council at its meeting of April 25, 2023 ATTEST: ______________________________________ Sylvia Lopez Cuevas City Clerk APPROVED AS TO FORM: ______________________________________ [Name] City Attorney 19 4141-5871-9282.6 “DEVELOPER” SOMO Village, LLC a Delaware limited liability company By: __________________________________ Name: Bradley E. Baker Title: Manager “AUTHORITY” CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, a joint powers authority created by the California Legislature in 1988, By: __________________________________ Name: Title: Authorized Signatory A-1 4141-5871-9282.6 EXHIBIT A MAP OF IMPROVEMENT AREA NO. 1 B-1 4141-5871-9282.6 EXHIBIT B DESCRIPTION OF ACQUISITION IMPROVEMENTS AND ESTIMATED ACTUAL COST Roadway and Regional Transportation Improvements Camino Colegio Frontage Improvements – project limits to Bodway Parkway $427,000 East Cotati/Camino Colegio Intersection Improvements $55,000 Bodway Parkway Frontage Improvements – Camino Colegio to Valley House $52,000 Bodway/East Cotati Intersection Improvements $55,000 Valley House Drive In-Tract Improvements $1,069,000 Snyder/East Cotati Intersection Improvements $264,000 Bodway/Valley House Intersection Improvements $465,000 Snyder/East Cotati Intersection Improvements $264,000 Construction of or Public Facilities Fee Payment to Fund Construction of Bodway Parkway from Valley House to Railroad $1,352,000 Water System Improvements: Water Capacity Charges to Fund Water Tank 9 Improvements $640,000 Storm Drain Improvements: Detention Basin south of Valley House $550,000 Sewer Improvements: Pump Station 3 – Phase 1 Improvements $658,000 Pump Station 3 – Future Phase Improvements (Cost unknown at this time) Parks, Trails, Landscaping, and Open Space Improvements: SMART Trail Improvements – north project limit to Railroad Avenue $275,000 F Park Improvements $503,000 B Park Improvements $383,000 G Park and Wetlands Observatory Improvements $276,000 C Park Improvements $383,000 H Park Improvements $455,000 E Park Improvements $647,000 I Park Improvements $1,006,000 B-1 4141-5871-9282.6 Other Onsites: Land Development Phase 1NA – Public Utilities & Public Street Improvements for One Planet Place, Manchester, Mitchell, Waterside, Mainsail $8,118,000 Land Development Phase 1S - Public Utilities & Public Street Improvements of B Street, C Street, 3rd Street, D Street, Manchester, Mainsail $4,325,000 Land Development Phase 1NB – Public Utilities & Public Street Improvements for Mainsail, Wisdom, Valley House $1,863,000 Land Development Phase 2S – Public Utilities & Public Street Improvements for B Street, D Street, 4th Street $3,926,000 Land Development Phase 2N – Public Utilities & Public Street Improvements for One Planet Place, A Street, B Street $9,249,000 Land Development Phase 3S – Public Utilities & Public Street Improvements for Mainsail, B Street, 4th Street, 5th Street $5,024,000 Land Development Phase 3N – Public Utilities & Public Street Improvements for Improvements for Mitchell, Earth, 1st Street $3,959,000 Other Public Improvements: Public Facilities Fees or Developer’s Contribution that Fund Construction of Fire Station 4 Improvements $4,050,000 C-1 4141-5871-9282.6 EXHIBIT C DISBURSEMENT REQUEST FORM (Acquisition Improvement or Eligible Portion) To: Wilmington Trust, National Association Attention: Jeanie Mar Fax: 714-384-4153 Phone: 714-384-4151 E-mail: jmar@wilmingtontrust.com Re: CSCDA Community Facilities District No. 2022-12 (SOMO Village) The undersigned, a duly authorized officer of the CITY OF ROHNERT PARK (the “City”) hereby requests a withdrawal from the [Acquisition and Construction Fund held under the Trust Agreement for the California Statewide Communities Development Authority Community Facilities District No. 2022-12 (SOMO Village) Special Tax Bonds, Series ___], as follows: Request Date: [Insert Date of Request] Name of Developer: __________________________________ Withdrawal Amount: [Insert Acquisition Price/Installment Payment] Acquisition Improvements: [Insert Description of Acquisition Improvement(s)/Eligible Portion(s)] Payment Instructions: [Insert Wire Instructions or Payment Address for Developer or Developer’s designee as provided by the Developer] The undersigned hereby certifies as follows: The Withdrawal is being made in accordance with a permitted use of the monies pursuant to the Acquisition and Fee Funding Agreement and the Withdrawal is not being made for the purpose of reinvestment. None of the items for which payment is requested have been reimbursed previously from any Acquisition and Construction Fund. If the Withdrawal Amount is greater than the funds held in an Acquisition and Construction Fund, the Authority Trustee is authorized to pay the amount of such funds and to pay remaining amount(s) as funds are subsequently deposited in an Acquisition and Construction Fund, should that occur. The amounts being disbursed pursuant to this request are being used to finance or refinance certain public infrastructure and facilities (the “Acquisition Improvements”). The City will C-2 4141-5871-9282.6 own, and for the entire useful life of such Acquisition Improvements reasonably expects to own, all of such Acquisition Improvements. To the extent any of such Acquisition Improvements are sold to an entity that is not a state or local government agency, the City will seek the advice and approval of bond counsel to the Authority prior to any such sale. The City will not allow any of such Acquisition Improvements to be used (for example, by lease or other contract) in the trade or business of any nongovernmental persons (other than in their roles as members of the general public). All of such Acquisition Improvements will be used in the performance of essential governmental functions of the City or another state or local government agency. The average expected useful life of such Acquisition Improvements is at least 20 years. The representations and covenants contained in this paragraph are intended to support the conclusion that the interest paid on the bonds issued to finance the Acquisition Improvements is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”). CITY OF ROHNERT PARK By: ________________________ Title: ________________________ C-3 4141-5871-9282.6 DISBURSEMENT REQUEST FORM (Fee Disbursement) To: Wilmington Trust, National Association Attention: Jeanie Mar Fax: 714-384-4153 Phone: 714-384-4151 E-mail: jmar@wilmingtontrust.com Re: CSCDA Community Facilities District No. 2022-12 (SOMO Village) The undersigned, a duly authorized officer of the CITY OF ROHNERT PARK (the “City”) hereby requests a withdrawal from the [Acquisition and Construction Fund held under the Trust Agreement for the California Statewide Communities Development Authority Community Facilities District No. 2022-12 (SOMO Village) Special Tax Bonds, Series ___], as follows: Request Date: [Insert Date of Request] Name of Developer: __________________________________ Withdrawal Amount: [Insert Disbursement Amount] Eligible Fee: [Insert Description of Fee] Payment Instructions: [Insert Wire Instructions or Payment Address for City or City’s designee or, if for fees prepaid by developer, Developer or Developer’s designee as provided by the Developer] The undersigned hereby certifies as follows: The Withdrawal is being made in accordance with a permitted use of the monies pursuant to the Acquisition and Fee Funding Agreement and the Withdrawal is not being made for the purpose of reinvestment. None of the items for which payment is requested have been reimbursed previously from any Acquisition and Construction Fund. If the Withdrawal Amount is greater than the funds held in an Acquisition and Construction Fund, the Authority Trustee is authorized to pay the amount of such funds and to pay remaining amount(s) as funds are subsequently deposited in an Acquisition and Construction Fund, should that occur. [For prepaid fees to be reimbursed to developer][The fees referenced above have been spent by the City for a permitted use of the listed fees for public capital improvements as of the date hereof.]/[For fees funded by bond proceeds][The amounts to be disbursed hereunder C-4 4141-5871-9282.6 have been or will be spent by the City for public capital improvements as of the date hereof or within 5 days hereafter.] The amounts being disbursed pursuant to this request are being used to finance or refinance certain public infrastructure and facilities (the “Improvements”). The City will own, and for the entire useful life of such Improvements reasonably expects to own, all of such Improvements. To the extent any of such Improvements are sold to an entity that is not a state or local government agency, the City will seek the advice and approval of bond counsel to the Authority prior to any such sale. The City will not allow any of such Improvements to be used (for example, by lease or other contract) in the trade or business of any nongovernmental persons (other than in their roles as members of the general public). All of such Improvements will be used in the performance of essential governmental functions of the City or another state or local government agency. The average expected useful life of such Improvements is at least 20 years. The representations and covenants contained in this paragraph are intended to support the conclusion that the interest paid on the bonds issued to finance the Improvements is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”). CITY OF ROHNERT PARK By: ________________________ Title: ________________________ D-1 4141-5871-9282.6 EXHIBIT D BIDDING, CONTRACTING AND CONSTRUCTION REQUIREMENTS FOR ACQUISITION IMPROVEMENTS With respect to construction contracts awarded after approval of the Agreement, bids for construction shall be solicited from at least three (3) qualified contractors, provided at least three (3) qualified contractors are reasonably available. The Developer may also directly solicit bids. The bid package may consist of preliminary plans and specifications. The bidding response time shall be not less than ten (10) working days. An authorized representative of the City shall be provided a copy of the tabulation of bid results upon request. Contract(s) for the construction of the public Acquisition Improvements shall be awarded to the qualified contractor(s) that have submitted responsible bid(s), as determined by the Developer; provided, however Developer shall not select the highest submitted bid. The contractor to whom a contract is awarded shall be required to pay not less than the prevailing rates of wages pursuant to Labor Code Sections 1770, 1773 and 1773.1. A current copy of applicable wage rates shall be on file in the Office of the City Clerk, as required by Labor Code Section 1773.2. The Developer shall provide the City with certified payrolls at the City’s request.