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2023/08/22 City Council Ordinance 981 AFFIDAVIT OF POSTING Pursuant to California Government Code§36933 and§40806 Pursuant to Rohnert Park Municipal Code 1.08.010 STATE OF CALIFORNIA ) ss County of Sonoma I, Sylvia Lopez Cuevas, City Clerk for the City of Rohnert Park, declare this is a true and correct copy of Ordinance No. 981. Ordinance No. 981, an Ordinance of the City Council of the City of Rohnert Park, California, Approving a Sixth Amendment to the Development Agreement by and Among the City of Rohnert Park and Penn Grove Mountain LLC Regarding The Southeast Specific Plan Area was published on 8/11/2023 and 8/23/2023 as required by law, and posted in five (5) public places in said City, to: www.rpcitv.orq for website posting City Hall 130 Avram Avenue Public Safety Main Station 500 City Center Drive Rohnert Park Community Center 5401 Snyder Lane Rohnert Park Senior Center 6800 Hunter Dr A A certified copy of the full text Ordinance was posted at the City Clerk's office, 130 Avram Avenue, Rohnert Park, California 94928 on 8/11/2023 and 8/23/2023. The summary of Ordinance No. 981 was published in the Community Voice on 8/11/2023 and 8/23/2023 as required by law. Sylvia Lopez uevas, City Clerk Subscribed and sworn to before me this October 13, 2023 Elizabeth Machado, Assistant City Clerk ROHNERT PARK AUG 1 7 2023 CERTIFICATION OF PUBLICATION IN "The Community VOICE" CITY CLERK (Published every Friday) in the SUPERIOR COURT of the STATE OF CALIFORNIA In and For the County of Sonoma COUNTY OF SONOMA City of Rohnert Park Summary of Ordinance No.981 STATE OF CALIFORNIA, The undersigned does hereby certify and declare: That at all times hereinafter sworn,deposes and says: That at all times hereinafter mentioned she was a citizen of the United States,over the age of eighteen years and a resident of said county and was at all said times the principal clerk of the printer and publisher of The Community VOICE,a newspaper of general circulation,published in the City of Rohnert Park,in said County of Sonoma,State of California;that The Community VOICE is and was at all times herein mentioned,a newspaper of general circulation as that term is defined by Section 6000 of the Government Code; its status as such newspaper of general circulation having been established by Court Decree No.35815 of the Superior Court of the State of California,in and for the County of Sonoma,Department No. 1 thereof;and as provided by said Section 6000,is published for the dissemination of local and telegraphic news and intelligence of a general character,having a bona tide subscription list of paying subscribers,and is not devoted to the interest,or published for the entertainment or instruction of a particular class,profession,trade, calling,race or denomination,or for the entertainment and instruction of such classes,professions,trades,callings,races or denominations;that at all said times said newspaper has been established and published in the said City of Rohnert Park,in said County and State at regular intervals for more than one year preceding the first publication of this notice herein mentioned;that said notice was set in type not smaller than non-pareil and was preceded with words printed in black face type no smaller than non-pareil,describing and expressing in general terms,the purport and character of the notice intended to be given;that the"City of Rohnert Park,Summary of Ordinance No.981"of which the annexed is a printed copy,was published in said newspaper at least 1 consecutive time(s), commencing on the 1 Ph day of August 2023 and ending on the I l tk day of August,2023. s 4 * I HEREBY CERTIFY AND DECLARE UNDER THE PENALTY OF perjury that the foregoing is true and correct. EXECUTED 1 la'day of August 2023 at Rohnert Park,California Signed SUMMARY OF ORDINANCE NO.981 OF THE CITY COUNCIL OF THE CITY OF 110HNERT PARK,CALIFORNIA,ADOPTING AN ORDINANCE APPROVING A HESIXTH IAMENDMENTROHNERT PARK RKADEVND ELOPMENT AGREEMENT LY AND AMONG 6ZP---ZZ-ee14R--(2227<rh) THE CITY OF ROHNTHE SOUTHEAST SPECIFCVE PLAN ARTA�IN LLC REGARDING Claudia Smithief Clerk Pursuant to Government Code Section 36933(c)•the following constitutes a summary of Ordinance No.981 introduced by the Rohnert Park City Council on August 8,2020 ano scheduled for consideration of adoption on August 22,2023 at its meeting to be held in the City Council Chambers,130 Avram Avenue,Rohnert Park.California. The ordinance approves a Sixth Amendment to the Southeast Specific Plan Develop- ment Agreement between the City of Rohnert Park and Penn Grove Mountain LLC,based on the Rohnert Park Planning Commission recommended adoption of revisions by Res- he units by olution Na.2023-16.The amendment will increase the number of townheomesase t deed restrictedrasfownership affe d- �^hy four(ILperiod of affordable ownership units horn 45 to, 99ly years,by four uir extend payment mnt affordabilityf1 99 require a park payment of f180.000.eatend the effective period of the develop- merit agreement by ten 110)years.require the use of native plant materials.and require any new storm water retention basins be maintained by Phase 4 residents through the homeowners association. This amendment is consistent with the City's General Plan,as proposed to be amended by Resolution 2023.063,and the City's Strategic Plan. A certified copy of the full text of the Ordinance shall be posted and available for re- view in the City Clerk's Office at 130 Avram Avenue,Rohnert Park.California no later than August 17,2023.This ordinance shall be in full force and effective 30 days after adoption and shall be published and posted as required by law.This ordinance was in- troduced by the Council of the City of Rohnert Park on August 8,2023 and is scheduled for consideration of adoption on August 22,2023. DATED:August 9,2023 Sylvia Lopez Cuevas, City of Rohnert Park City Clerk Publish Date:August 11,2023 ._ The Community Voice ROHNERT PARK 'AUG 3 1 2023 CERTIFICATION OF PUBLICATION IN "The Community VOICE" CITY CLERK (Published every Friday) in the SUPERIOR COURT of the STATE OF CALIFORNIA In and For the County of Sonoma COUNTY OF SONOMA City of Rohnert Park Summary of Ordinance No.981 STATE OF CALIFORNIA, The undersigned does hereby certify and declare: That at all times hereinafter sworn,deposes and says: That at all times hereinafter mentioned she was a citizen of the United States,over the age of eighteen years and a resident of said county and was at all said times the principal clerk of the printer and publisher of The Community VOICE,a newspaper of general circulation,published in the City of Rohnert Park,in said County of Sonoma State of California;that The Community VOICE is and was at all times herein mentioned,a newspaper of general circulation as that term is defined by Section 6000 of the Government Code; its status as such newspaper of general circulation having been established by Court Decree No.35815 of the Superior Court of the State of California in and for the County of Sonoma,Department No. 1 thereof;and as provided by said Section 6000,is published for the dissemination of local and telegraphic news and intelligence of a general character,having a bona fide subscription list of paying subscribers,and is not devoted to the interest,or published for the entertainment or instruction of a particular class,profession,trade, calling,race or denomination,or for the entertainment and instruction of such classes,professions,trades,callings,races or denominations;that at all said times said newspaper has been established and published in the said City of Rohnert Park,in said County and State at regular intervals for more than one year preceding the first publication of this notice herein mentioned;that said notice was set in type not smaller than non-pareil and was preceded with words printed in black face type no smaller than non-pareil,describing and expressing in general terms,the purport and character of the notice intended to be given;that the"City of Rohnert Park,Summary of Ordinance No.981"of which the annexed is a printed copy,was published in said newspaper at least 1 consecutive time(s), commencing on the 25th day of August 2023 and ending on the 25a'day of August,2023. * * * I HEREBY CERTIFY AND DECLARE UNDER THE PENALTY OF perjury that the foregoing is true and correct. EXECUTED 25th day of August 2023 at Rohnert Park,California. Signed SUMMARY OF ORDINANCE NO.981 OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK,CALIFORNIA,APPROVING A SIXTH AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF ge-4U4 ( ROHNERT PARK AND PENN GROVE MOUNTAIN LLC REGARDING THE SOUTHEAST SPECIFIC PLAN AREA Claudia Smith (771ief Clerk Pursuant to Government Code Section 36933(c),the following constitutes a summary of Ordinance No.981 introduced by the Rohnert Park City Council on August 8,2023 adopted on August 22,2023 at Its meeting to be held in the City Council Chambers,130 Avram Avenue,Rohnert Park,California, The ordinance approves a Sixth Amendment to the Southeast Specific Plan Develop- ment Agreement between the City of Rohnert Park and Penn Grove Mountain LLC,based on the Rohnert Park Planning Commission recommended adoption of revisions by Res- olution No.2023.16.The amendment will increase the total number of allowed units by twenlytwo(22),Increase the number of townhomes deed restricted as ownership afford- able by tour(4),extend the affordability period of affordable ownership units from 45 to 99 years,require a park payment of 5180,000,extend the effective period of the develop- ment agreement by ten(10)years,require the use of native plant materials,and require any new storm water retention basins be maintained by Phase 4 residents through the homeowners association.This amendment is consistent with the City's General Plan,as proposed to be amended by Resolution 2023-063,and the City's Strategic Plan. A certified copy of the full text of Ordinance No.981 is posted and available for review at City Hall at 130 Avram Avenue.Rohnert Park,California and on the city's website at https:lltinyu ri.comlRP-Notices-and-Public-Hearings This ordinance shall be in full force and effective 30 days after adoption and shall be published and posted as required by law.This ordinance was introduced by the Council of the City of Rohnert Park on August 8,2023 and adopted on August 22,2023,by the following roll call vote: AYES: (5) Councilmembers Elward,Giudice,and Sanborn, Vice Mayor Hollingsworth Adams,and Mayor Rodriguez NOES: (0) None ABSENT: (0) None ABSTAIN: (0) None Dated;August 23,2023 Sylvia Lopez Cuevas, City Clerk Publish Date:August 25,2023 City of Rohnert Park The Community Voice ORDINANCE NO. 981 AN ORDINANCE OF THE CITY OF ROHNERT PARK, CALIFORNIA APPROVING A SIXTH AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF ROHNERT PARK AND PENN GROVE MOUNTAIN LLC REGARDING THE SOUTHEAST SPECIFIC PLAN AREA WHEREAS, Government Code § 65864, et seq., authorizes the City of Rohnert Park to enter into development agreements which will provide certainty, definition and commitment to developers as well as to necessary public improvements required by development; and WHEREAS, the applicant, Penn Grove Mountain LLC, filed Planning Applications proposing General Plan amendments (PLGP22-0001), an amended Specific Plan(PLSP22-0001), a revised Development Area Plan(PLDP22-0001), an amendment to the Development Agreement (PLDA22-0001), and modifications to conditions of approval for the Tentative Map (PLSD22- 0001), for the Southeast Specific Plan ("SESP") located south of the Canon Manor Specific Plan Area, west of Petaluma Hill Road,and north of Valley House Drive(various APNs), in accordance with the City of Rohnert Park Municipal Code ("RPMC"); and WHEREAS,the proposed amendments would allow for a more gradual transition of densities and for the addition of twenty-two single-family residential lots within the fourth phase of the Project; and WHEREAS, the City staff has evaluated the project and determined that it is consistent with the City's current strategy for providing water service and that it will better serve the housing needs of the city and the region; and WHEREAS, in connection with the Project, Developer and City staff have negotiated a proposed Sixth Amendment to Development Agreement("Sixth Amendment")in accordance with the requirements of Government Code § 65864, et seq., and Chapter 17.21, "Development Agreement Procedure," of the Rohnert Park Municipal Code ("RPMC"), for the Property. The Sixth Amendment negotiated by Developer and the City is attached to this Ordinance as Exhibit A; and WHEREAS, the Sixth Amendment, among other things, extends the terms of the Agreement for 10 additional years, amends the Project to add 22 single-family homes to Phase 4 and modify the unit types, provides for a park payment in the amount of$180,000, modifies the Affordable Housing Plan to increase the number of affordable units, increases the affordability term of ownership units, and modifies the annual date on which fees are adjusted; and WHEREAS,the City has prepared the Southeast Rohnert Park Phase 4 Southeast Specific Plan EIR Consistency Review dated June 2023, which is incorporated herein by reference, and determines that the proposed amendments will not result in new environmental impacts not previously evaluated in a previously certified EIR,or a substantial increase in previously identified impacts ("Consistency Analysis") and the City has otherwise carried out all requirements for the Project pursuant to CEQA; and WHEREAS, on July 13, 2023, the Planning Commission held a public hearing at which time interested persons had an opportunity to testify either in support or opposition to the proposal; and WHEREAS, the Planning Commission reviewed and considered the information contained in the proposed amendments to the Development Agreement and recommended approval of the proposed amendments; and WHEREAS, pursuant to California State Law and the Rohnert Park Municipal Code, public hearing notices were mailed to all property owners within an area encompassing a 300 foot radius of the subject property and a public hearing was published for a minimum of 10 days prior to the public hearing in the Community Voice; and NOW, THEREFORE, the City Council of the City of Rohnert Park does hereby ordain as follows: Section 1. Recitals. The above recitations are true and correct and material to this Ordinance. Section 2. CEQA Review. On December 7, 2010, the City Council of the City of Rohnert Park certified the Final EIR for the Southeast Specific Plan Project, including adoption of associated CEQA Findings, Statement of Overriding Considerations, and the Mitigation Monitoring and Reporting Program, as described in City Council Resolution No. 2010-134 (2010 EIR). CEQA Guidelines section 15162 provides that"no subsequent EIR shall be prepared" for a project unless the lead agency determines that (1) "substantial changes are proposed in the project which will require major revisions of the previous EIR"; or(2) "substantial changes occur with respect to the circumstances under which the project is undertaken"; or(3) "new information of substantial importance ... shows" one or more significant effects not discussed in the original EIR, greater severity to previously-identified substantial effects, or newly-found feasible mitigation measures that would substantially reduce significant effects. As described in the Consistency Analysis, the proposed amendments will not result in new environmental impacts not previously evaluated in the 2010 EIR, or a substantial increase in previously identified impacts. The proposed amendments (addition of twenty-two lots, alterations to the lot and street configuration, and amending the land use designation from Rural Estate Residential to Low Density Residential), are minor and will not result in any changes to the proposed project not previously analyzed in the 2010 EIR and no new information of substantial importance shows any significant effects or newly found feasible mitigation measures that would substantially reduce significant effects. Further, the amendments are consistent with the project analyzed in the 2010 EIR. Therefore, no additional environmental review is necessary. Section 3. Findings. The City Council, in approving Planning Application Nos. PLGP22- 0001, PLSP22-0001, PLSD22-0001, PLDP22-0001, and PLDA22-0001 Sixth Amendment for Southeast Specific Plan, has considered the following factors and makes the following findings pursuant to Government Code § 65867.5 and RPMC 17.21.040: 1. The proposed Sixth Amendment was considered at a public hearing A duly noticed public hearing regarding the amended Development Agreement was held by the City Council on August 8, 2023, in conformance with the notice provisions of Government Code §§ 65090 and 65091 and the requirements of the RPMC Section 17.21.030. 2. The provisions of the proposed Sixth Amendment are consistent with the general Ordinance 981 Page 2 of 5 plan and any applicable specific plan The proposed Sixth Amendment is consistent with the General Plan, as recommended to be amended, and would direct the Project's development in an orderly manner that benefits the City. The Open Space element of the General Plan includes goals and policies for the development and preservation of parks and open space within the City and is implemented by the Parks and Recreation Facilities Master Plan and Subdivision Ordinance. These establish the process for the dedication of parkland or in lieu fee to meet the needs of the City's growing population. Changes to the Project include the payment of$180,000 to address parkland needs. This change is consistent with the General Plan and Specific Plan. Staff has also considered the need for housing in the region. Changes to the Project will increase the provision of affordable housing by four units and the provision of total housing by twenty-two units will extend the affordability term of affordable ownership units and will assist in expediting the construction of the eight required townhome affordable units. The Housing Element of the General Plan and the Land Use Element of the Southeast Specific Plan address this need and the requirements for the provision of on-site affordable housing, as implemented by the Inclusionary Housing Ordinance (RPMC Section 17.07.020(N)). Changes to the project are consistent with the General Plan and Specific Plan, as amended. 3. The provisions of the proposed Development Agreement are consistent with Government Code§65867.5(C). The Sixth Amendment satisfies the requirements of Government Code 65867.5(C) which requires that a sufficient water supply be available for subdivisions that meet the definition of "subdivision" in Government Code § 66473.7(a)(1) within the Project, as required by Government Code § 66473.7(b)(1). The City prepared a Water Supply Assessment to examine the demands of new development and assesses the City's supply sources to meet the demands. Based on the City's Water Supply Assessment, it was determined that sufficient sources exist to meet the demands of the City's general plan buildout using a combination of surface water, groundwater and recycled water. The SESP is included in the City's General Plan and, therefore, the City's Water Supply Assessment accounts for increases in the population and use associated with the SESP development. Because the Project is consistent with the prior analysis and sufficient water supply is available for this project, no additional analysis is needed and the proposed Sixth Amendment satisfies the required of Government Code 65867.5(C). 4. The City Council has given consideration to other pending applications and approved projects; the traffic, parking, public service, visual, and other impacts of the proposed development project upon abutting properties and the surrounding area; ability of the applicant to fulfill public facilities financing plan obligations; the relationship of the project to the City's growth management program; the provisions included, if any,for reservation, dedication, or improvement of land for Ordinance 981 Page 3 of 5 meeting the city's housing needs; and to any comparable, relevant factor. The proposed modifications to the development result in an increase in the number of residential units in the project. The impacts of these changes on traffic, parking public service are modest. The Southeast SPA has an approved Community Facilities District (CFD) which generates special taxes to support public services. The twenty-two new residential lots will pay these special taxes, which will mitigate its impacts. The new lot configuration maintains adequate view corridors to the ridges east of the city and the conditions of approval for the project require landscaping to further reduce visual impacts. The infrastructure necessary to support the twenty-two new residential units is planned and the units will pay the City's Public Facilities Fee and Water Capacity charges, ensuring that they contribute their fair share towards supporting infrastructure. The relatively modest changes to the project do not substantially change the project, its relationship with the City's growth management program or the magnitude of the project's economic effects on the City. Section 4. Approval of Sixth Amendment. The City Council hereby approves the Sixth Amendment to the Development Agreement in substantially similar form as attached hereto and incorporated herein as Exhibit A, with minor technical, non-substantive revisions as may be approved by the City Manager in consultation with the City Attorney. Section 5. Compliance with State Law. A. The City will act in accordance with the provisions of Government Code sections 65856 and 66006. B. After the City enters into the Sixth Amendment, the City Clerk will record the Sixth Amendment with the County Recorder in accordance with Government Code section 65868.5. C. In accordance with Government Code section 65865.1 and RPMC Section 17.21.050(A),the City will conduct an annual review of the Development Agreement,as amended, to ensure compliance with its terms. Section 6. Actions to Effectuate. The City Manager or Assistant City Manager is hereby authorized and directed to provide written consent and certifications, execute documents and take other actions on behalf of City, which are not expressly and specifically reserved for the City Council, to implement and effectuate the terms of the Sixth Amendment. Section 7. Effective Date. This ordinance shall be in full force and effective 30 days after its adoption, and shall be published and posted as required by law. This ordinance was introduced by the Council of the City of Rohnert Park on August 8, 2023, and adopted on August 22, 2023, by the following roll call vote: AYES: (5) Councilmembers Elward, Giudice, and Sanborn, Vice Mayor Hollingsworth Adams, and Mayor Rodriguez NOES: (0)None ABSENT: (0)None ABSTAIN: (0)None Ordinance 981 Page 4 of 5 CITY OF ROHNERT PARK ,7Sc-m a Rodriguez, yo C ATTEST: ^�7------ Elizabeth Machado, Assistant City Clerk 1 Attachment: Exhibit A VED AS TO FORM: Miche e chetta Kenyon, City Attorney Ordinance 981 Page 5 of 5 1 4859-8378-8131 v10 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Rohnert Park 130 Avram Avenue Rohnert Park, CA 94928 Attention: City Clerk (Space Above This Line for Recorder's Use Only) Exempt from recording fee per Gov. Code§ 27383 SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT THIS SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT (“Sixth Amendment”) is entered into as of ______________, 2023 by and among PENN GROVE MOUNTAIN, LLC, a California Limited Liability Company (“Developer”) and the CITY OF ROHNERT PARK, a California municipal corporation (“City”). City and Developer are sometimes referred to herein as a “Party” and collectively as “Parties.” RECITALS A. The City of Rohnert Park and Redwood Equities, LLC, Developer's predecessor- in-interest (“Redwood Equities”), entered into that certain Development Agreement, as of December 7, 2010, recorded on December 15, 2010, as Instrument No. 2010114199 in the Official Records of Sonoma County (“Original Development Agreement”), with respect to that certain real property described therein and in Exhibit A, attached hereto and incorporated herein by this reference (the “Property”). B. The City and Redwood Equities entered into that certain First Amendment to Development Agreement dated December 9, 2014, and recorded on September 29, 2015, as Instrument No. 2015085465 in the Official Records of Sonoma County, to, among other things, revise the specifications for the Water Tank (the “First Amendment”). C. On November 24, 2015, and with the consent of the Developer, the City Council of the City of Rohnert Park adopted Resolution 2015-184 Establishing Rohnert Park Community Facilities District No. 2015-01 (Southeast Specific Plan – Services) (“Services CFD”), Authorizing the Levy of Special Taxes and Calling an Election Therein and Resolution 2015-185 Certifying the Results of the November 24, 2015 Special Tax Election in Community Facilities District No. 2015-01. D. On December 8, 2015, the City Council of the City of Rohnert Park, acting in its capacity as the legislative body of Community Facilities District No. 2015-01, adopted Ordinance No. 893 Authorizing the Levy of a Special Tax in Community Facilities District No. 2015-01. 2 4859-8378-8131 v10 E. On September 9, 2016, Redwood Equities and Developer entered into an Assignment and Assumption Agreement recorded in the Official Records of Sonoma County as Instrument No. 2017039425, whereby Redwood Equities assigned all rights and obligations of the Development Agreement to Developer, Penn Grove Mountain, LLC, and Developer assumed all rights and obligations of the Development Agreement. F. Thereafter, the City and Developer entered into that certain Second Amendment to Development Agreement dated February 28, 2018 and recorded on February 28, 2018, as Instrument No. 2018013757 in the Official Records of Sonoma County, to revise certain conditions associated with the timing of the construction of the Water Tank (the “Second Amendment”). G. The City and Penn Grove Mountain LLC entered into that certain Third Amendment to Development Agreement dated April 19, 2019 and recorded on May 20, 2019, as Instrument No. 2019033687 in the Official Records of Sonoma County to eliminate the water tank from Parcel B, require the construction of a water transmission line, provide for the reconveyance of the water tank parcel to the developer at fair market value, and allow development of two lots on the water tank site (the “Third Amendment”). H. The City and Penn Grove Mountain LLC entered into that certain Fourth Amendment to Development Agreement dated November 26, 2019 and recorded on December 5, 2019, as Instrument No. 2019092549 in the Official Records of Sonoma County to redistribute the number of income-restricted units available at each income level for the 36-unit affordable housing apartment complex in order to meet the affordability requirements of Low Income Housing Tax Credit (LIHTC) and ensure the on-site manager’s unit remains affordable (the “Fourth Amendment”). I. The Parties entered into that certain Fifth Amendment to Development Agreement on November 12, 2020, recorded as Document No. 2020110241 in the Official Records of Sonoma County to redistribute the number of income-restricted units available at each income level for the 36-unit affordable housing apartment complex (“Fifth Amendment”). J. The Original Development Agreement as amended by the First, Second, Third, Fourth and Fifth Amendments may be collectively referred to herein as the “Development Agreement.” K. Developer has submitted applications to amend the General Plan, the Southeast Specific Plan, the Tentative Subdivision Map for the Project, the Development Agreement, and the Final Development Plan for the Phase 4 portion of the Project to add 22 single-family homes (“Phase 4 Project Amendments”). L. The City has reviewed the environmental impacts of the Phase 4 Project Amendments pursuant to the California Environmental Quality Act (“CEQA”) and determined 3 4859-8378-8131 v10 that the Phase 4 Project Amendments are consistent with the Final Environmental Impact Report for the Southeast Specific Plan Project, adopted on December 7, 2010, by City Council Resolution No. 2010-134. M. On August 8, 2023, in accordance with the recommendation of the Planning Commission, the City Council approved the Phase 4 Project Amendments, and introduced Ordinance No. 981, approving and authorizing the execution of this Sixth Amendment, with the following additional Developer requirements: (1) Developer shall amend the Willowglen Declaration of Restrictions (CC&Rs) to provide that certain Phase 4 lots will bear the costs related to the bio-retention beds that serve such lots; (2) Developer shall include a majority or more of native plantings in the Phase 4 final landscape plan; and (3) Developer shall ensure that the townhome units will be for-sale. Ordinance No. 981 was adopted on August 22, 2023. N. The Parties now desire to enter into this Sixth Amendment to: (1) extend the term of the Development Agreement for 10 additional years; (2) amend the Project, as defined in the Development Agreement, to add 22 single-family homes to Phase 4 and modify the unit types from 25 low-density single-family residences, no executive estates, and 29 rural estate single- family homes, to 25 low-density conventional single-family residential, 32 low-density executive estate single-family homes, 19 rural estate single-family homes, and Accessory Dwelling Units as allowed by state and local law; (3) provide for a park payment in the amount of $180,000; (4) modify the Affordable Housing Plan to increase the number of affordable Townhome Units from eight to 12, provide a timeline for the construction of the 12 affordable Townhome Units and provide that all affordable Townhome Units shall be sold as owner-occupied housing; (5) increase the affordability term of ownership units from 45 to 99 years or such term as provided by the third- party administering the units; (6) modify the fee provisions to acknowledge the creation of the Services CFD; (7) modify the annual date on which fees are adjusted to July 1; (8) provide that all the townhome units will be provided for-sale; (9) require the amendment of the Willowglen Declaration of Restrictions (CC&Rs) to provide that certain Phase 4 lots will bear the costs related to the bio-retention beds that serve such lots; and (10) require that the landscaping for Phase 4 includes a majority or more of native plantings. NOW, THEREFORE, in consideration of the promises, covenants, and provisions set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. Defined Terms. All capitalized terms used and not otherwise defined in this Sixth Amendment shall have the same meaning as in the Development Agreement. Any defined terms in the Recitals above are hereby added to the Development Agreement. 2. Incorporation of Phase 4 into Project. The Project and Project Approvals, as defined in the Development Agreement, are hereby amended to incorporate the Phase 4 Project Amendments, including the additional 22 housing units approved as part of Phase 4. 4 4859-8378-8131 v10 3. Extension of Term of Development Agreement. Section 2.05 of the Development Agreement regarding the Extended Term is amended to read in its entirety as follows: “Section 2.05 Extended Term. City and Developer have extended the Initial Term for an additional three-year period (“First Extended Term”) pursuant to the provisions of Section 2.06. City and Developer hereby extend the First Extended Term for an additional period of 10 years (“Second Extended Term”). The First Extended Term and the Second Extended Term may hereinafter be referred to as the “Extended Term”. 4. Increase in Number of Building Permit Allocations. Section 3.04 of the Development Agreement regarding building permit issuance and the City’s Growth Management Program is amended to read in its entirety as follows: “Section 3.04 Issuance of Building Permits. Developer acknowledges and agrees to comply with the provisions of City’s Growth Management Program (City Municipal Code section 17.19 et seq.), to the extent allowed by state law, which regulates the number of market rate residential building permits that City issues each year. In accordance with such program and subject to the limitations of this Section 3.04, Developer shall be issued up to one hundred and seventy-five (175) building permits for market rate units during the first calendar year of the Term within which the Sonoma County Local Agency Formation Commission approves the annexation of the Property to the City; up to one hundred and fifty (150) building permits for each of the second and third calendar years of the Term thereafter; provided, however, the total allocation of building permits (for market rate and affordable) units within the Project shall not exceed a cumulative total of four hundred and ninety-nine (499) residential permits. Building permits which are not used during the calendar year in which they are issued may be used in any subsequent calendar year during the Term of this Agreement. Developer shall submit application to City and pay all applicable fees then due prior to issuance of any such building permits. The building permits allocated annually to Developer shall be used exclusively in connection with development of the Project on the Property and may not be transferred to any other property or properties.” 5. Acknowledgement that Community Services District 2015-01 Satisfies Public Maintenance Fee Obligations. Section 4.06 of the Development Agreement is amended to read in its entirety as follows: “Section 4.06 Public Maintenance Fees. With Developer’s consent the City has formed the Services CFD and levies special taxes for the purpose of funding the ongoing Maintenance Fees associated with the Project including, maintenance of pavement and on-site infrastructure and provision of public services. All property in the Project is included in the Services CFD and subject to special taxes, including 5 4859-8378-8131 v10 escalation of these special taxes, in accordance with Rate and Method of Special Tax adopted for the Services CFD.” 6. Modification to Fee Escalation Adjustment Date. Section 4.14 of the Development Agreement is amended to read in its entirety as follows: “Section 4.14 Fee Escalation. The following fees shall be subject to annual adjustment to reflect regular increases in costs and other escalations related to inflation (“CPI Adjustment”) (i) the Regional Traffic Fee, and (ii) the Additional Service Personnel Fee. From the Effective Date to the effective date of the Sixth Amendment, fees were increased annually on the anniversary of the Effective Date. After the effective date of the Sixth Amendment, fees shall be increased annually on July 1. Annual increases shall be the percentage increase in the Consumer Price Index. As used herein, the term “Consumer Price Index” means the United States Department of Labor’s Bureau of Labor Statistics Consumer Price Index, All Urban Consumer, All Items, San Francisco-Oakland-San Jose, California (1982 1984 equals 100), or the successor of such index.” 7. Park Payment for Additional Units. Section 4.15 is hereby added to the Development Agreement as follows: “Section 4.15 Park Payment. Prior to January 1, 2024, or the issuance of the first building permit for Phase 4 of the Project, whichever comes first, Developer shall pay City the amount of $180,000.00, which shall be used for park purposes.” 8. Amendment of Project CC&Rs. Section 4.16 is hereby added to the Development Agreement as follows: “Section 4.16 Amendment of Project CC&Rs. Prior to the issuance of the first building permit for Phase 4 of the Project, Developer shall amend the Willowglen Declaration of Restrictions (CC&Rs), in a form to be approved by the City Attorney in their sole discretion, to create a separate cost center for all lots within Phase 4 east of Willowglen Drive, namely Lots 386-418, to provide that such lots pay all costs associated with the bio-retention beds that serve them.” 9. Native Plantings in Phase 4 Landscaping Plan. Section 4.17 is hereby added to the Development Agreement as follows: “Section 4.17 Native Plantings in Phase 4 Landscaping Plan. Developer shall include a majority or more of native plantings in the final landscaping plan submitted for Phase 4 pursuant to Condition No. 29 of the amended Development Area Plan, as determined by Planning staff (or designee) in their sole discretion.” 6 4859-8378-8131 v10 10. Townhome Units to be For-Sale. Section 5.05 is hereby added to the Development Agreement as follows: “Section 5.05 Townhome Units to be For-Sale. Developer shall sell the townhome units, which are identified as Lots 419 through 463 on the Amended Tentative Map dated June 2023, approved by City Council on August 8, 2023 (Resolution No. 2023-066, Exhibit A) (“Townhome Units”), including the Townhome Units to be provided as Affordable Units pursuant to Exhibit D (REVISED #3), as individual for-sale homes. Developer shall not rent the Townhome Units. In the event of any inconsistency between this Section 5.05 and any other provision of this Agreement or the Project Approvals, this Section 5.05 shall prevail.” 11. Deletion and Replacement of Exhibit D. Exhibit D (REVISED #2) is hereby deleted and replaced with Exhibit D (“REVISED #3”) attached to this Sixth Amendment. 12. Effect of Amendment. Except to the extent the Development Agreement is modified by this Sixth Amendment, the remaining terms and provisions of the Development Agreement shall remain unmodified and in full force and effect. In the event of a conflict between the terms of the Development Agreement and the terms of this Sixth Amendment, the terms of this Sixth Amendment shall prevail. 13. Counterparts. This Sixth Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Amendment. 14. Effective Date. This Sixth Amendment is effective upon its recordation with the Sonoma County Recorder's Office. This Sixth Amendment shall be recorded after the effective date of the ordinance approving this Sixth Amendment. [signatures follow on next page] 7 4859-8378-8131 v10 IN WITNESS WHEREOF, this Sixth Amendment has been entered into by and between Developer and City as of the day and year first above written. CITY: City of Rohnert Park, a California municipal corporation By:__________________________________ Assistant City Manager, Don Schwartz Authorized by Ordinance ______, adopted by the Rohnert Park City Council on ______________, 2023. Approved as to Form: By: _________________________________ Michelle Kenyon, City Attorney Attest: By: _________________________________ Sylvia Lopez Cuevas, City Clerk DEVELOPER: Penn Grove Mountain, LLC a California limited liability company: By: _________________________________ Title: ________________________________ Acknowlegements 4859-8378-8131 v10 ACKNOWLEDGMENTS A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF __________________ ) On _______________, 20__ before me, ________________________, Notary Public, personally appeared _________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ____________________________ (seal) ****************************** A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF __________________ ) On _______________, 20__ before me, ________________________, Notary Public, personally appeared _________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ____________________________ (seal) Exhibit A 4859-8378-8131 v10 EXHIBIT A: SITE MAP DESCRIPTION OF SOUTHEAST ROHNERT PARK Lying within the unincorporated area of Sonoma County, State of California, being the lands of James Ratto and Deana Ratto as described by Deed filed for record under Document Number 2009-049006, Sonoma County Records, being a portion of the Cotati Rancho, and being a portion of the South half of the Northeast Quarter of Section 3 I, in Township 6 North of Range 7 West, M.D.M., as shown upon a Map of said Rancho made by William Denton, also being the same land conveyed to Clark by Comstock and wife, by Deed recorded in Book 14 of Deeds, Pages 346 and 34 7, and excepting therefrom that portion conveyed to the County of Sonoma by Deed recorded November 2, 1978 in Book 3477 of Official Records, Page 704, Sonoma County Records, said lands also described as follows: COMMENCING at the centerline intersection of Bodway Parkway and Camino Colegio, said intersection marked with a found 2-inch brass disk stamped "RCE 20190" in a monument well, from which a found 2- inch brass disk stamped "RCE 20190" in a monument well bears South 00°40'5 I" West I 073.18 feet, thence South 33°50'37" East 69 .54 feet to the northwest comer of said lands also being the southwest corner of Canon Manor as shown on that Record of Survey filed for record in Book 74 of Maps at Page 46, Sonoma County Records also being a point on the east line of Bodway Parkway and the POINT OF BEGINNING; thence along the south line of said Map of Canon Manor, South 89°55'07" East 2670.58 feet to a found 3-inch brass disk in a monument well marking the centerline of Petaluma Hill Road; thence along said centerline South 00°04'58" East 764.63 feet to the north line of the land conveyed to the County of Sonoma recorded in Book 34 77 of Official Records, Page 704, Sonoma County Records; thence along the north and west lines of said lands of the County of Sonoma North 89°59' 11" West 51.29 feet; thence continuing along said lines South 00°00'49" West 22.46 feet; thence continuing along a curve to the right with a radius of 3950.00 feet through a central angle of 05°04'58" for a length of 350.41 feet; thence continuing along said west line South 05°05'48" West 64.47 feet, thence continuing along a curve to the left with a radius of 4050.00 feet through a central angle of O 1 °46'43" for a length of 125. 73 feet to the south line of said lands of Ratto, thence along the south line of said lands North 89°30'35" West 2589.34 feet to the southwest corner of said lands being a point on the east line of Bodway Parkway; thence along said east line North 00°01'3 I" West 1308.25 feet to the POINT OF BEGINNING. EXCEPTING therefrom all that portion lying easterly of a line 30.00 feet west of and parallel with said centerline of Petaluma Hill Road. TOGETHER WITH the northerly 1.00 foot of the lands of I 08 Holdings as described by deed under Document Number 1981-033808, said lands also described-as Parcel "A" as shown upon that certain map entitled, "Parcel Map No. 3063, being a portion of Rancho Cotati, Sonoma County, California", filed August 18, 1972 in Book 177 of Maps at Page 20, Sonoma County Records, the north line of which is the south line of said lands of Ratto, the south line of which is the northerly right of way of Valley House Drive as described under Document Number 1994-0090213, Sonoma County Records, the west line of which is the easterly right of way of Bodway Parkway as described under Document Number 1994- 0080331, Sonoma County Records, the easterly line of which is the westerly line of the land conveyed to the County of Sonoma recorded in Book 2875 of Official Records, Page 552, Sonoma County Records. Containing 79 .4 acres more or less Being a portion of APN 047-111-030 & 047-111-051 Exhibit A 4859-8378-8131 v10 Exhibit D 4859-8378-8131 v10 EXHIBIT D REVISED #3 AFFORDABLE HOUSING PLAN I. INTRODUCTION The Southeast Specific Plan and accompanying Development Agreement meet the City of Rohnert Park's inclusionary housing requirement. Under the proposed Development Agreement and Specific Plan, the project will provide Low and Very Low income housing (as such terms are defined in Section l7.07.020(N)(2) of the City's Municipal Code) as affordable rental housing, and will provide Low and Moderate income housing (as such terms are defined in Section l7.07.020(N)(2) of the City's Municipal Code) as affordable owner-occupied housing. As depicted in the Specific Plan and Final Development Plan, a total of 76 Affordable Units are included in the Project as follows: 36 apartment units in one apartment complex (Affordable Apartment Complex); 28 Duet Units; and 12 Townhome Units. Unless otherwise defined herein, capitalized terms contained in this Affordable Housing Plan shall have the meaning given to such terms in the Development Agreement. II. AFFORDABLE APARTMENT COMPLEX A. Obligation to Construct The Developer shall either (1) construct the Affordable Apartment Complex in accordance with plans and specifications approved by the City, or (2) donate land within the Project, to one or more non-profit housing developers in place of actual construction. Prior to donating the land to the non-profit, the land must be appropriately zoned, buildable, free of toxic substances and contaminated soils. Prior to donating this land to the non-profit, the Developer shall ensure that the lots are fully improved with infrastructure, adjacent utilities, completed grading, all applicable fees have been paid, and compliance with all applicable conditions of approval and mitigation measures. The non-profit to whom the Developer donates the land shall have a minimum of five years' experience in development, ownership, operation, and management of similar sized affordable rental housing projects, and shall demonstrate that it has the capacity to construct and operate the affordable housing apartment complex. The Affordable Apartment Complex will be constructed on parcel "D" located at the corner of Bodway Parkway and Valley House Drive. The Parties acknowledge that parcel "D" is expected to be adequate to accommodate the Affordable Housing Complex, subject to formal site plan review by the City and confirmation by the City that the Affordable Housing Complex complies with the Specific Plan, the Project Approvals and Applicable Law. Irrespective of who constructs the Affordable Apartment Complex, construction shall be completed no later than the market-rate units that are part of the Project. In recognition of the fact that Developer may phase construction of the market-rate or commercial units, for purposes of this Exhibit D 4859-8378-8131 v10 Affordable Housing Plan, the phrase "completed no later than market-rate units" shall mean no later than the City's issuance of a building permit for the 225th market-rate residential unit. The Developer shall provide in its transfer documents donating land within the Project to a non-profit housing developer for a reversion in fee to Developer of the land upon which the Affordable Apartment Complex is to be constructed if the Affordable Apartment Complex has not been constructed as required by this Affordable Housing Plan. If the non-profit housing developer has not completed construction of the Affordable Apartment Complex as set forth in this Affordable Housing Plan, then the Developer will be required to complete construction of the Affordable Apartment Complex itself. Developer shall do so at Developer's sole expense, and Developer shall complete construction of the Affordable Apartment Complex no later than issuance of the building permit for the 290th market-rate unit. City shall not be obligated to issue any additional building permits beyond the 290th building permit until the Affordable Apartment Complex is satisfactorily completed, as evidenced by a final certificate of occupancy, according to the terms of the Agreement and this Affordable Housing Plan. B. Affordability The Affordable Apartment Complex shall consist of 36 Affordable Units. Eighteen (18) apartments shall be rented to households at or below 50% of area median income (Very Low Income); seventeen (17) apartments shall be rented to households at or below 80% of area median income (Low Income); and one (1) apartment shall be rented to a household at or below 120% of area median income (Moderate Income.) Affordable Rent shall be set as defined by the Rohnert Park Municipal Code. This section may be modified administratively by the Parties as long as it is consistent with the intent of the Development Agreement and the City’s Inclusionary Housing Ordinance. C. Affordable Housing Agreement Affordable rental properties shall be restricted for 55 years and owner-occupied affordable housing units shall be restricted for 45 years as is required by the Rohnert Park Municipal Code. In order to ensure that these affordability restrictions remain in place, the Developer or the non- profit to whom the Developer donates land, shall enter into an Affordable Housing Agreement with the City in a form and content acceptable to the City Attorney. The Affordable Housing Agreement shall be recorded against the Affordable Apartment Complex parcel or project site prior to the issuance of the building permit for the 100th market rate residential unit. The Affordable Housing Agreement shall include at least the following terms: 1. The requirement to construct the Affordable Apartment Complex in accordance with this Affordable Housing Plan. 2. Provisions restricting the rental of the Affordable Apartments to low and very Low Income Households at an Affordable Rent as defined by the Rohnert Park Municipal Code for 55 years. Exhibit D 4859-8378-8131 v10 3. Non-discrimination covenants. 4. Annual certification requirements for the lease of the rental units. 5. The submission of certificates of continuing program compliance to the City at least once a year. 6. Restrictions on the ability to transfer the Affordable Apartment Complex. 7. Maintenance and management requests, including identifying the City's remedies following notice and opportunity to cure. 8. A marketing plan for the Affordable Apartments, including any preference programs. D. Quality Standards The Affordable Apartment Complex shall comply with the construction and aesthetic standards set forth in Rohnert Park Municipal Code Section 17.07.020, Footnote (N), subsection 9. Specifically, the Affordable Units shall be comparable in number of bedrooms, exterior appearance, and overall quality of construction to the market-rate units in the same project. With prior approval from the City Manager, the Affordable Units may have different square footage or interior features from the market-rate units in the Project so long as the interior features are still of good quality and are consistent with contemporary standards for housing. In its approval of the Development Agreement for this Project, the City specifically approves and authorizes the clustering of the 36 affordable apartment units in the Project. E. Marketing/Implementation Developer or its designated affordable housing developer shall prepare and implement a marketing and implementation plan for the rental of the Affordable Apartments. The plan must be in a form and content reasonably acceptable to the City and include, among other things, the following: 1. A plan to market the Affordable Apartments to eligible households. 2. Procedures for the rental of the Affordable Apartments, including the slotting of applications and creation of a waiting list, eligibility determination, income certification, and annual re-certifications. Exhibit D 4859-8378-8131 v10 III. DUET UNITS AND TOWNHOME UNITS A. Obligation to Construct Developer shall construct 28 affordable Duet Units and 12 affordable Townhome Units on the sites depicted in and in accordance with the Specific Plan and Final Development Plan, as amended, as well as all plans and specifications as approved by the City. 1. Construction of the affordable Duet Units shall be completed, as evidenced by a final certificate of occupancy, concurrently with the related market-rate units according to the Project phasing plan and phasing map as reviewed and approved by the City and as included in the Final Development Plan. 2. Construction of the affordable Townhome Units shall be as follows: a. Prior to the issuance of the 60th market rate building permit in Phase 4 of the Project, the Developer must obtain building permit(s) for all 12 affordable Townhouse Units. b. Prior to the issuance of the 63rd market rate building permit in Phase 4 of the Project, the Developer must successfully complete the slab and water meter authorization inspections for the building permit(s) associated with the 12 affordable Townhouse Units. c. Prior to the issuance of the 68th market rate building permit in Phase 4 of the Project, the Developer must successfully complete the fire rough inspection for the building permit(s) associated with the 12 affordable Townhouse Units. d. Prior to the issuance of the 72nd market rate building permit in Phase 4 of the Project, the Developer must successfully complete the drywall nail inspection for the building permit(s) associated with the 12 affordable Townhouse Units e. Prior to the issuance of the Certificate of Occupancy for the 75th market rate building permit in Phase 4 of the Project, the Developer must successfully secure the Certificates of Occupancy for all 12 affordable Townhouse Units. B. Affordability The 28 affordable Duet Units and 12 affordable Townhome Units shall be sold as owner- occupied housing and fifty percent (50%) of the Affordable Units shall be sold to Low-income households at an Affordable Sales Price and the remaining fifty percent (50%) of the Affordable Units shall be sold to Moderate income households at an Affordable Sales Price. Exhibit D 4859-8378-8131 v10 C. Affordable Housing Agreement Concurrent with recordation of the final map for each tract in which affordable housing sites have been designated, Developer shall record an Affordable Housing Agreement containing covenants against any parcel on which Affordable Units are proposed to be constructed. The covenants containing the affordability restrictions for the Affordable Units shall remain in place for a minimum of ninety-nine (99) years or such other term required by the third-party administrator. Among other things, the Affordable Housing Agreement shall include the following terms: 1. The requirement to construct the Affordable Housing Unit(s) as provided herein and in partnership with a third-party administrator acceptable to City; 2. Provisions restricting the sale of the Affordable Units to Low- and Moderate income households at an Affordable Sales Price for a period of at least ninety- nine (99) years, or such other term required by the third-party administrator; 3. Non-discrimination covenants; 4. Provisions requiring income certification before the sale of any Affordable Units; 5. Restrictions on the ability to transfer the Affordable Units; 6. The phasing plan already submitted to the City that indicates the location and unit size of each Affordable Unit, and the timing of the construction of the Affordable Units in relation to the market rate units; 7. Provisions requiring homebuyers to execute and record, as appropriate, resale and refinance restrictions, disclosure statements and a performance deed of trust; and 8. A form of Resale and Refinance Restriction Agreement that includes, among other things, provisions requiring that the Affordable Unit be sold to a Low- or Moderate income household at an Affordable Sales Price for a period of ninety- nine (99) years, refinance limitations, provisions prohibiting the rental of the Affordable Unit, and an option to purchase at an Affordable Sales Price in favor of City the event of a default by the owner. D. Quality Standards The Affordable Units shall comply with the construction and aesthetic standards set forth in Rohnert Park Municipal Code Section 17.07.020, Footnote (N), subsection 9. Specifically, the Affordable Units shall be comparable in number of bedrooms, exterior appearance, and overall quality of construction to the market-rate units in the same Project. With prior approval from the City Manager, the Affordable Units may have different square footage or interior features from Exhibit D 4859-8378-8131 v10 the market-rate units in the Project so long as the interior features are still of good quality and are consistent with contemporary standards for housing. The Affordable Units shall be dispersed throughout their respective phase. E. Marketing/Implementation Developer shall prepare and implement a marketing and implementation plan for the Affordable Units. The plan must be in a form and content reasonably acceptable to the City and include, among other things, the following: 1. A plan to market the Affordable Units to eligible households. 2. Procedures for the rental or sale of the Affordable Units, including the slotting of applications and creation of a waiting list, eligibility determination, income certification, and annual re-certifications. IV. COMPLIANCE MONITORING Commencing one year after the Effective Date and every year through the Term, the Developer shall submit an annual implementation plan to the City summarizing the status of compliance with the Affordable Housing Plan, including status of construction and sale or rental of the Affordable Units. At the time of submission of the information required by this section, Developer shall submit the required Processing Fees to cover City's costs to review and monitor Developer's compliance with the Affordable Housing Plan. V. DEVELOPER'S OBLIGATION The obligations set forth in the Affordable Housing Plan are the obligation of Developer, who shall be responsible for fulfilling them at Developer's sole cost and expense. The City will not have any obligation to assist in the development of any of the Affordable Units or Second Units. The Developer shall provide or obtain any and all subsidies necessary to construct the Affordable Units and to comply with all provisions of the Affordable Housing Plan. Notwithstanding the above, City agrees that the Public Facilities Fee and the Water Capacity Charge for the 12 Affordable Townhome Units may be paid at issuance of Certificate of Occupancy. VI. PRIORITY The Affordable Housing Agreement described above shall be superior to any mortgage, deed of trust, lien, or other encumbrances (other than the lien for current taxes or assessments not yet due) recorded against the Property, and shall be enforceable against any party who has acquired its title by foreclosure, trustee's sale, voluntary conveyance, or otherwise. If so requested by the City, the Developer or its successor shall execute and agree to the recording of a subordination agreement evidencing the provisions of this Section VIII. Exhibit D 4859-8378-8131 v10 VII. ADJUSTMENT The Developer may seek a reduction, adjustment, or waiver of these Affordable Housing requirements as is set forth in Rohnert Park Municipal Code Section 17.07.020, footnote (N), subsection 15.