2025/01/14 City Council Resolution 2025-003Docusign Envelope ID: CF73D98A-7CBD-40D1-8BF8-10504E236E9F
RESOLUTION NO.2025-003
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING AND APPROVING A PUBLIC FACILITIES FEE CREDIT
AGREEMENT WITH SOMO VILLAGE, LLC AND FINDING THE ACTION EXEMPT
UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT
TO CEQA SECTION 15061(B)(3)
WHEREAS, on May 25, 2004, the City Council of the City of Rohnert Park ("City")
adopted Resolution No. 2004-119 approving the Public Facilities Finance Plan ("PFFP"); and
WHEREAS, on June 13, 2006, the City adopted Resolution 2006-165 approving an
updated PFFP Fee for all development within the City; and
WHEREAS, on November 22, 2011, the City Council of the City of Rohnert Park
("City") adopted Resolution No 201 1-112 updating its PFFP Fees and finding this action
Categorically Exempt under the California Environmental Quality Act; and
WHEREAS, on April 11, 2006 and May 3, 2007, at the City's direction, Codding
Enterprises LP paid a portion of the funding for the construction of the Eastside Trunk Sewer
Phase 3, a project that was subject to credits against PFFP Fees; and
WHEREAS, the SOMO Village, LLC ("Developer") and Codding Enterprises LP,
entered into an Assignment and Assumption Agreement in 2017, where Codding Enterprises LP
assigned their rights and obligations as to the Sonoma Mountain Village development project,
including PFFP Fees, to the Developer; and
WHEREAS, on March 23, 2021, the City Council of the City of Rohnert Park adopted
Ordinance Number 953 approving an Amended and Restated Development Agreement between
the City of Rohnert Park and Developer; and
WHEREAS, the Development Agreement requires the Developer to make payments of
PFFP Fees and entitles the Developer to certain fee credits; and
WHEREAS, the Developer inadvertently paid PFFP Fees totaling $684,192 by pulling
the 32 townhome building permits without requesting previously earned fee credits; and
WHEREAS, the Developer is entitled to a retroactive credit, totaling $340,616.76 for the
work associated with the Eastside Trunk Sewer Phase 3; and
WHEREAS, the credit shall come from the PFFP Fees already paid; and
WHEREAS, the City and Developer desire to enter into a Public Facilities Fee Credit
Agreement to recognize the PFFP Fee Credits due to Developer.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve the Public Facilities Fee Credit Agreement with
the Developer attached as Exhibit A.
BE IT FUTHER RESOLVED that based on the evidence presented at the duly noticed
public meeting of January 14, 2025, the City Council of the City of Rohnert Park finds that this
action is categorically exempt from environmental review pursuant to California Environmental
Quality Act guidelines section 15061(b)(3) because the payment of fee credits has no potential
for creating a significant environmental impact.
Docusign Envelope ID: CF73D98A-7CBD-40D1-8BF8-10504E236E9F
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed
to execute the Public Facilities Fee Credit Agreement, in substantially similar form to that
agreement attached hereto and incorporated by this reference as Exhibit A, subject to minor
modification by the City Manager or City Attorney.
BE IT FURTHER RESOLVED that the Finance Director is hereby authorized and
directed to take all actions necessary to effectuate the intent of the Agreement.
DULY AND REGULARLY ADOPTED this 14" day of January, 2025.
CITY OF ROHNERT PARK
Signed by:
i *fttlffrn, Vice Mayor
ATTEST:
Signed by:
pia S
S i L"t'-4Leuevas, City Clerk
APPROVED AS TO FORM:
DoeuSigned by:
i. t rA 64,
Nh6ffWTff.'ieenyon, City Attorney
Attachments: Exhibit A
ADAMS: ELWARD: �RODRIGUEZ: SANBORN: L� GIUDICE:
AYES: ( + ) NOES: ( O ) ABSENT: ( C) ) ABSTAIN: ( / )
Resolution 2025-003
Page 2 of 2
Exhibit A to Resolution
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
)
City of Rohnert Park )
130 Avram Avenue )
Rohnert Park, California 94928-2486 )
Attention: City Clerk )
(Space Above This Line for Recorder's Use Only)
Exempt from recording fee per Gov. Code § 27383.
PUBLIC FACILITIES FEE CREDIT AGREEMENT
BY AND BETWEEN THE CITY OF ROHNERT PARK
AND SOMO VILLAGE, LLC.
THIS PUBLIC FACILITIES FEE CREDIT AGREEMENT (the "Agreement") is made and
entered into on this day of 2025 (the "Effective Date") by and between
SOMO Village, LLC, a Delaware limited liability corporation ("Developer") and the CITY OF
ROHNERT PARK, a California municipal corporation ("City"), with reference to the following facts
and intentions.
RECITALS
A. On April 22, 2014, the City Council of the City of Rohnert Park adopted its Ordinance
No. 878 approving an Amended and Restated Development Agreement with the Developer recorded in
the Official Records of Sonoma County as Document No. 2014051817 (the "Development
Agreement") for the development of the SOMO Village Project ("Project").
B. Section 4.03(C) of the Development Agreement provides that the Developer is entitled
to credits against Public Facilities Finance Plan ("PFFP") fees for those improvements included in the
PFFP and funded by Developer.
C. On April 11, 2006 and May 3, 2007, at the City's direction, Codding Enterprises, LP,
predecessor -in -interest to Developer, paid to fund the construction of the Eastside Trunk Sewer Project,
a fee creditable project, in an amount equal to $340,616.76.
D. Codding Enterprises LP, assigned its rights to the underlying project, including any fee
credits, to the Developer in 2017.
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E. The Developer pulled building permits in June and July 2024 for certain townhomes in
the Project and inadvertently paid the PFFP fees, despite being entitled to a credit in the amount of
$340,616.76.
F. City and Developer desire to enter into an agreement regarding the retroactive credit of
the PFFP fees in the amount of $340,616.76.
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. Propedy Subject to Agreement. The property which is the subject of this Agreement
("Property") is located in the City of Rohnert Park, Sonoma County, California, and is described in
Exhibit 1, attached hereto and incorporated by this reference. The Property is only a portion of the real
property subject to the Development Agreement.
Public Facilities Fee Credit.
3.1. Source and Method of Credit. Subject to the limitations set forth in this
Section 3, Developer shall receive PFFP credits for payments received towards the construction of
the Eastside Trunk Sewer Phase 3, in an amount not to exceed $340,616.76 ("PFFP Fee Credit").
3.2 Implementation of Public Facilities Fee Credit. The PFFP Fee Credit
shall be reimbursed to Developer in the form of a check payment, from City's PFFP Fee fund
to reflect credits previously earned and uncredited.
3.3 Expiration of PFFP Fee Credit. City's obligation to extend credits shall
expire upon the reimbursement described in this Section 3.
3.4 Warranty and Representation Regarding Assignment. Developer agrees
and represents that any and all rights to the PFFP Fee Credit has been fully assigned to
Developer and that Codding Enterprise LP, has no further right to the PFFP Fee Credit.
3.4.1 Indemnity and Hold Harmless. Developer shall indemnify and hold
City and its elected and appointed officers, agents, employees, and representatives harmless
from and against any and all claims, costs, liabilities and damages (including attorneys fees and
costs) arising from this Agreement, including the payment of the PFFP Fee Credit under this
Agreement.
4. Community Facilities District; Intent to Reimburse. City and Developer
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acknowledge that the California Statewide Communities Development Authority has formed a
Community Facilities District that includes the Property. Payment of PFFP Fees is potentially
eligible for funding through a Community Facilities District and Developer's costs may be
reimbursed with the proceeds of Community Facilities District bonds at some future date.
5. Miscellaneous.
5.1 Compliance with Laws. Developer shall fully comply with all federal, state
and local laws, ordinances and regulations in the performance of this Agreement.
5.2. Notices. Formal written notices, demands, correspondence and
communications between City and Developer shall be sufficiently given if. (a) personally delivered;
(b) dispatched by next day delivery by a reputable carrier such as Federal Express to the offices of
City and Developer indicated below, provided that a receipt for delivery is provided; or (c) if
dispatched by first class mail, postage prepaid, to the offices of City and Developer indicated below.
Such written notices, demands, correspondence and communications may be sent in the same manner
to such persons and addresses as either party may from time -to -time designate by next day delivery or
by mail as provided in this section.
City: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Manager
with a copy to: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94928
Attn: City Attorney
Developer: SOMO Village, LLC
PO Box 7087
Cotati, CA 94931
Attn: Brad Baker
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.
5.3. Entire Agreement. The terms and conditions of this Agreement constitute the
entire agreement between City and Developer with respect to the matters addressed in this
Agreement. This Agreement may not be altered, amended or modified without the written consent of
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both parties hereto.
5.4. Runs with the Land; Recordation. This Agreement pertains to and shall run
with the Property. Upon execution, this Agreement shall be recorded in the Official Records of
Sonoma County.
5.5. Transfers; Assignments. Developer may assign its obligations under this
Agreement to successor owner(s) of the Property with the prior written approval of the City. In
connection with any such assignment, Developer and its assignee shall execute and deliver to City a
written assignment and assumption agreement in a form acceptable to the City Attorney.
5.6. Time is of the Essence. Time is of the essence of this Agreement and of each
and every term and condition hereof.
5.7. 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.
5.8. 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.
5.9. Relationship of the Parties. Neither Developer nor Developer's contractors,
subcontractors, agents, officers, or employees are agents, partners, joint venturers or employees of
City and the Developer's relationship to the City, if any, arising herefrom is strictly that of an
independent contractor. Developer's contractors and subcontractors are exclusively and solely under
the control and dominion of Developer. Further, there are no intended third party beneficiaries of any
right or obligation assumed by the Parties.
5.10. Binding Upon Heirs, Successors and Assigns. The terms, covenants and
conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties
hereto; provided, however, that this Agreement shall not be binding upon a purchaser or transferee of
any portion of the Property unless this Agreement has been assigned pursuant to Section 5.5, in which
event this Agreement shall remain binding upon Developer.
5.11. 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.
5.12. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
5.13. 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,
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shall apply to the interpretation of this Agreement.
5.14. 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.
5.15. Authori . Each party executing this Agreement on behalf of a party represents
and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports
to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or
trustee has full right and authority to enter into this Agreement and perform all of its obligations
hereunder.
5.16 Termination. This Agreement shall automatically terminate upon City's
reimbursement to Developer of the PUP Fee Credit. Neither Developer nor any other party shall
have any further rights with respect to any reimbursement or credits for payments related to the East
Truck Sewer Project.
IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the Effective
Date.
(signatures on following page)
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Dated:
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
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"CITY"
CITY OF ROHNERT PARK, a California
municipal corporation
Lo
City Manager
Per Resolution No. 2025- adopted by the Rohnert Park
City Council at its meeting of January 14, 2025.
Dated: S
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"DEVELOPER"
SOMO Village, LLC, A Delaware limited liability
company
Brad Baker
Manager
ACKNOW LEIMNtEN t
A nman public or other officer completing this
certificate verifies only the identity of the
individual afio signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CAMfeW to
) ss.
lbw xa
COUNTY OF SONOW
On L, 2C25 before me, (-A rVdl C'tr-LM ,
(her nserl name and trlle of the officer)
personally appeared 6Y' !, .(at 8>ker , who proved to me on the basis of
satisfactory evidence to be the p son(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.
�4?�' e!44
1 certify under PENALTY OF PERJURY under the laws of the State ofEntifundathat the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
�L fWI
(Seal)
O' NOTARY Z
* PUBLIC
No. 22.68
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
) ss.
COUNTY OF SONOMA
On before me, ,
(here insert name and title of the officer)
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
) ss.
COUNTY OF CONTRA COSTA
On before me, ,
(here insert name and title of the officer)
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this
certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA
) ss.
COUNTY OF SONOMA
On before me, ,
(here insert name and title of the officer)
personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
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EXHIBIT "1"
Legal Description
For APN/Parcel ID(s): 046-660-063-000
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ROHNERT PARK, COUNTY OF
SONOMA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
Lot 117, as shown on that Final Map entitled, "SOMO Village Phase 1 N-A", which was filed for record on
December 30, 2022, in Book 838 of Maps, at Page 49, Sonoma County Records.
CLTA Preliminary Report Form (02/03/2023) Printed: 06.19.24 @ 08:35 AM by J
SCA0002997.doc / Updated: 04.04.24 3 CA -FT --- SPS-1-24-FSNX-0012400237