2025/10/28 City Council Resolution 2025-079 Docusign Envelope ID CB4E9F64-AAF7-479B-A5B8-7BE506D2F88D
RESOLUTION NO. 2025-079
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND
AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOTIATE BETWEEN THE
CITY OF ROHNERT PARK AND CENTERCAL PROPERTIES LLC FOR THE
DEVELOPMENT OF 6400 STATE FARM DRIVE & AUTHORIZE THE CITY
MANAGER TO CONTINUE NEGOTIATIONS WITH CENTERCAL PROPERTIES
LLC
WHEREAS,the City is the owner of an approximately 29.88-acre parcel of real property,
commonly known as 6400 State Farm Drive in Rohnert Park,California(Assessor Parcel Number
143-051-072-000, as depicted on the County Assessor's Parcel Map)("Property"); and
WHEREAS, City issued a Request for Qualifications ("RFQ") for development of the
Property on November 1, 2023, and following review of all submissions to the RFQ, determined
that CenterCal Properties, LLC ("CenterCal")would be best suited to develop the Property; and
WHEREAS, the City and CenterCal entered into an Exclusive Agreement to Negotiate
("ENA") on October 22, 2024, and approved as Resolution 2024- 092, in order to set forth the
terms under which the Parties will enter into an exclusive relationship to negotiate in good faith
a detailed non-binding term sheet with respect to the Project ("Term Sheet") which, if
negotiations are successful, will be presented to the City Council for approval prior to the
expiration of the Preliminary Stage of the Negotiating Period, as defined in the ENA; and
WHEREAS, if the City Council approves the Term Sheet prior to the expiration of the
Preliminary Stage of the Negotiating Period, the Agreement also establishes procedures and
standards for the good faith negotiation and drafting of a comprehensive proposed Disposition
and Development Agreement ("DDA"), consistent with the Term Sheet, during the DDA Stage
of the Negotiating Period, as defined in the ENA; and
WHEREAS, pursuant to the authority provided in Section 3.3 of the ENA, and based on
substantial progress by the Parties with respect to the negotiation of a Term Sheet, the City
Manager extended the Preliminary Stage of the Negotiating Period beyond its initial 150 calendar
day period, to August 18, 2025; and
WHEREAS, pursuant to the authority provided in Section 3.3 of the ENA, and based on
substantial progress by the Parties with respect to the negotiation of a Term Sheet, on Aug. 12,
2025, the City Council approved a First Amendment To Exclusive Agreement To Negotiate
("First Amendment") to extend the Preliminary Stage of the Negotiation Period to October 31,
2025; and
WHEREAS,while the Parties continued to make substantial progress towards negotiation
of a Term Sheet within the period of time authorized by the First Amendment, the Parties require
approximately two (2) months more time, to December 31, 2025, to be able to finalize a Term
Sheet for presentation to the City Council and accordingly the extension of the Preliminary Stage
of the Negotiating Period requires the approval of the City Council of a Second Amendment to
Exclusive Agreement to Negotiate ("Second Amendment")substantially in the form attached to
this resolution as Exhibit A; now, therefore, be it
Docusign Envelope ID: CB4E9F64-AAF7-479B-A5B8-7BE506D2F88D
RESOLVED, by the City Council of the City of Rohnert Park that it hereby finds as
follows:
1. Approval of the Second Amendment is exempt from CEQA because it does not
qualify as a '`project" pursuant to Public Resource Code Section 21065 and CEQA
Guidelines Sections 15320, 15378 and 15061(b)(3), because it can be seen with
certainty that there is no possibility the City's action to approve the Second
Amendment and extend the Preliminary Stage of the Negotiation Period would
cause either a direct physical change in the environment or a reasonably foreseeable
indirect physical change in the environment.
2. Furthermore, the City previously certified and approved an Environmental Impact
Report("PDA EIR")prepared in accordance with the requirements of the California
Environmental Quality Act ("CEQA") and a Mitigation Monitoring and Reporting
Plan ("PDA MMRP"), in connection with the approval of the Central Rohnert
Priority Development Area Plan ("PDA Plan") and the Station Center Subarea and
Downtown District Amenity Zone("DDAZ")which encompasses and governs land
use of the Property.
3. The ENA anticipates that CenterCal Properties will pursue land use entitlements that
are consistent with the PDA Plan and the DDAZ and any development resulting
from the execution of the ENA will be subject to the provisions of the PDA MMRP.
4. Reliance on the PDA EIR for purposes of approval of the Second Amendment is
appropriate at this time as there are no substantial changes to the project
contemplated by the Second Amendment, no substantial changes to the
circumstances under which the project contemplated by the Second Amendment is
undertaken, and there is no new information of substantial importance, which was
not known at the time the PDA EIR was certified, which would otherwise require
the preparation of a subsequent EIR or supplement to the PDA EIR in accordance
with CEQA Guidelines Section 15162 and 15163, respectively.
5. Furthermore, as provided in Sections 5 and 9 of the ENA, the land use entitlements
required for any development of the Property remain subject to further CEQA
review, the City retains all discretion in accordance with the law to evaluate the
environmental impacts of any proposed development on the Property proposed by
CenterCal to the extent not adequately addressed in the PDA EIR, and nothing in
the Second Amendment modifies or changes the requirements outlined in Sections
5 and 9 of the ENA; and, be it
FURTHER RESOLVED,by the City Council of the City of Rohnert Park that a Second
Amendment to Exclusive Agreement to Negotiate between the City of Rohnert Park and
CenterCal Properties, LLC for the development of 6400 State Farm Drive, in the form attached
hereto as Exhibit A and extending the Preliminary Stage of the Negotiating Period to December
31, 2025, is hereby approved; and, be it
FURTHER RESOLVED, that the City Manager is hereby authorized to execute and to
take all actions necessary to continue to implement the ENA, as amended by this Second
Amendment to Exclusive Agreement to Negotiate, on behalf of the City of Rohnert Park.
Resolution 2025-079
Page 2 of 3
Docusign Envelope ID CB4E9F64-AAF7-479B-A5B8-7BE506D2F88D
DULY AND REGULARLY ADOPTED BY THE CITY COUNCIL OF THE CITY
OF ROHNERT PARK ON this 28th day of October, 2025.
CITY OF ROHNERT PARK
,-Signed by:
Arad Gitaitt,
ATTEST: GerartfFGRfat;Mayor
,----Signed by:
S L1L a (Art/5 (A aS
Sylvia E pez Luevas, City Clerk
APPROVED AS TO FORM:
Signed by:
tie�L la c/ktr—
MicTE 2 50Onyon, City Attorney
Attachments: Exhibit A
ADAMS: Aye ELWARD: Aye RODRIGUEZ:Absent SANBORN: Aye GIUDICE: Aye
AYES: ( 4 ) NOES: ( 0 ) ABSENT: ( 1 ) ABSTAIN: ( 0 )
Resolution 2025-079
Page 3 of 3
4915-4088-9716 v2 1
SECOND AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOTIATE
THIS SECOND AMENDMENT TO EXCLUSIVE AGREEMENT TO NEGOTIATE
(“Second Amendment”), dated for reference purposes as of October 28, 2025 (the “Effective
Date”), is entered into by and between the CITY OF ROHNERT PARK, a California municipal
corporation (“City”), and CENTERCAL PROPERTIES, LLC, a Delaware limited liability
company (“Developer”). City and Developer are sometimes referred to individually herein as a
“Party” and collectively as the “Parties.”
RECITALS
A. The City is the owner of an approximately 29.88-acre parcel of real property,
commonly known as 6400 State Farm Drive, Rohnert Park, California, Assessor Parcel Number
143-051-072-000 (the “Property”), as depicted on the County Assessor’s Parcel Map attached
hereto as Exhibit A.
B. The Property is located within the Central Rohnert Park Priority Development Area
Plan (“PDA Plan”), approved and adopted by the City Council on March 22, 2016, pursuant to
Resolution No. 2016-28. Prior to the approval and adoption of the PDA Plan, on March 22, 2016,
the City Council adopted Resolution No. 2016-27 certifying that the PDA Plan Final
Environmental Impact Report (“PDA EIR”) was prepared in accordance with the requirements of
the California Environmental Quality Act (“CEQA”) to evaluate the environmental impacts of the
PDA Plan, adopted Findings of Facts, a Statement of Overriding Considerations, and a Mitigation
Monitoring and Reporting Plan (“PDA MMRP”).
C. The Property is located within the Station Center Subarea and Downtown District
Amenity Zone (“DDAZ”) as designated in the PDA Plan. Thereafter, to further implement the
PDA Plan, on November 27, 2018, the City Council adopted Ordinance No. 927 and thereby
established form based zoning code provisions consistent with adopted design guidelines for a
mixed use downtown environment within the DDAZ.
D. On March 4, 2023, the City Council adopted Resolution No. 2023-019, determining
the Property is “exempt surplus land” pursuant to provisions of the Surplus Land Act, Government
Code Section 54221 et.seq. Thereafter, on April 14, 2023, the State of California, Department of
Housing and Community Development (“HCD”), notified the City that it concurred with the
City’s determination. Effective January 1, 2024, the Surplus Land Act was amended such that the
basis for the aforementioned “exempt surplus land” determination by the City, as concurred by
HCD, is now set forth in Government Code Section 54221 (f)(1)(H) (the “SLA Requirements”).
E. City issued a Request for Qualifications (“RFQ”) for development of the Property
on November 1, 2023. On August 27, 2024, the City Council, based on the statements of
qualifications submitted in response to the RFQ, selected Developer to negotiate with City and to
potentially become the master developer of a potential development project to include a mix of
residential, commercial and public uses substantially consistent with the approved PDA Plan,
DDAZ, and SLA Requirements (“Project”) on the Property.
F. On October 22, 2024, City and Developer entered into that certain Exclusive
Agreement to Negotiate (“Agreement”) in order to set forth the terms under which the Parties will
4915-4088-9716 v2 2
enter into an exclusive relationship to negotiate in good faith a detailed non-binding term sheet
with respect to the Project (“Term Sheet”) which, if negotiations are successful, will be presented
to the City Council for approval prior to the expiration of the Preliminary Stage of the Negotiating
Period. If the City Council approves the Term Sheet prior to the expiration of the Preliminary Stage
of the Negotiating Period, the Agreement also establishes procedures and standards for the good
faith negotiation and drafting of a comprehensive proposed Disposition and Development
Agreement (“DDA”), consistent with the Term Sheet, during the DDA Stage of the Negotiating
Period, it being contemplated that the DDA would address, among other things, the City’s
conveyance to Developer, subject to Developer meeting performance milestones to be set forth in
the DDA, of all of the Property via multiple phased closings, and Developer’s implementation,
either itself or in cooperation with one or more vertical developers, of the Project.
G. Pursuant to the authority provided in Section 3.3 of the Agreement, and based on
substantial progress by the Parties with respect to the negotiation of a Term Sheet, the City
Manager extended the Preliminary Stage of the Negotiating Period to August 18, 2025.
H. Thereafter, in accordance with Section 3.3 of the Agreement, on Aug. 12, 2025, the City
Council approved a First Amendment To Exclusive Agreement To Negotiate (“First
Amendment”) to extend the Preliminary Stage of the Negotiation Period to October 31, 2025.
While the Parties continue to make substantial progress towards negotiation of a Term Sheet, the
Parties require approximately two (2) months more time, to December 31, 2025, to be able to
finalize a Term Sheet.
NOW, THEREFORE, City and Developer hereby mutually agree as follows:
AGREEMENTS
1. Incorporation of Recitals.
The recitals set forth above, and all defined terms set forth in such recitals and in the
introductory paragraph preceding the recitals, are hereby incorporated into this Second
Amendment as though set forth in full.
2. Amended And Restated Section 3 of Agreement, as Amended by First Amendment.
City and Developer hereby agree that Section 3 Negotiating Period of the Agreement, as
amended by the First Amendment, is hereby amended and restated in its entirety to read as follows:
3. Negotiating Period.
The Negotiating Period will be conducted in two stages as follows:
3.1 Preliminary Stage. The first stage of the Negotiating Period (“Preliminary Stage”)
shall commence on the Effective Date and expire, unless extended as provided in Section
3.3 below, December 31, 2025. During the Preliminary Stage, the Parties shall diligently
and in good faith work together to negotiate and present to the City Council, prior to
expiration of the Preliminary Stage, for Council’s consideration and potential approval of
a Term Sheet addressing matters described in the RFQ, the SLA Requirements, and such
4915-4088-9716 v2 3
other matters agreed upon by the Parties. Within five (5) calendar days of the Effective
Date, the City shall provide Developer for its review and comment an initial outline of
matters to be negotiated in the preparation of the Term Sheet.
In connection with the negotiation of the Term Sheet, Developer shall submit to
City: (a) a pro-forma budget identifying reasonably anticipated and estimated costs of
purchasing the Property and constructing the Project, and identification of the anticipated
equity and debt sources of such funds (“Sources and Uses”) within ninety (90) calendar
days following the Effective Date; and (b) draft conceptual designs for the Project, which
must include, a dimensioned and detailed site plan, parking and circulation plan, elevations
or renderings of critical components of the proposed Project (e.g. major public spaces) as
agreed during negotiation of the Term Sheet, tabulation of areas/uses, and anticipated
parcelization plan and phasing plan for public infrastructure and Project improvements
(“Draft Conceptual Design”) within thirty (30) calendar days following the Effective
Date.
The Sources and Uses shall be updated from time to time during the Preliminary
Stage as the Parties may agree, and to the extent such information is available and reliable,
shall include all estimated “hard” and “soft” costs and contingencies, shall identify the
anticipated source of funds (e.g. Developer’s Principals’ capital contributions, third party
loans, third party equity, etc.), and shall be accompanied by evidence reasonably
satisfactory to City that Developer shall have the ability to secure (based on the anticipated
source of funds identified) sufficient funds to meet all budget requirements for the Project.
The Sources and Uses shall be updated in connection with presentation of the Term Sheet
to the City Council for approval.
Within thirty (30) days of receipt of the Draft Conceptual Design, City staff and
Developer shall meet and confer to discuss any revisions thereto as may be desired or
required to conform with the PDA Plan, PDA MMRP, DDAZ, or SLA Requirements.
Developer shall thereafter make any agreed upon revisions and resubmit the revised Draft
Conceptual Design to the City within thirty (30) days after said meet and confer.
If the Parties fail to reach agreement on a mutually acceptable Term Sheet prior to
expiration of the Preliminary Stage, either Party may terminate this Agreement by written
notice to the other Party. Upon such termination, neither Party shall have any further rights
or obligations under this Agreement, except as expressly set forth herein. If the Parties
reach agreement on a mutually acceptable Term Sheet and Draft Conceptual Design, and
such Term Sheet and Draft Conceptual Design are approved by the City Council,
Developer, at its option, may nevertheless terminate this Agreement by written notice to
City delivered within thirty (30) calendar days of the date of the City Council’s approval
of the Term Sheet and Draft Conceptual Design, in which case neither Party shall have any
further rights or obligations under this Agreement, except as expressly set forth herein.
3.2 DDA Stage.
(a) If, and only if, prior to expiration of the Preliminary Stage, as may
be extended pursuant to Section 3.3 below, the Parties reach agreement on a mutually
4915-4088-9716 v2 4
acceptable Term Sheet and Draft Conceptual Design, and the City Council approves the
Term Sheet and Draft Conceptual Design, the Parties shall proceed to the second stage of
the Negotiating Period (“DDA Stage”), which shall commence on the date the City
Council approves the Term Sheet and Draft Conceptual Design, and unless extended as
provided in Section 3.3 below, shall expire on the date which is eighteen (18) months
thereafter. The City Manager or designee is authorized to approve amendments to this
Agreement to the extent consistent with the approved Term Sheet. If a DDA has not been
executed by City and Developer by the expiration of the DDA Stage (as may be extended
pursuant to the term herein), then this Agreement shall terminate and neither Party shall
have any further rights or obligations under this Agreement, except as set forth herein.
(b) In connection with the negotiation of the DDA, the Sources and
Uses shall be updated from time to time during the DDA Stage as the Parties may agree,
and to the extent such information is available and reliable, shall include all estimated
“hard” and “soft” costs and contingencies, shall identify the anticipated source of funds
(e.g. Developer’s Principals’ capital contributions, third party loans, third party equity,
etc.), and shall be accompanied by evidence reasonably satisfactory to City that Developer
shall have the ability to secure sufficient funds (based on the anticipated source of funds
identified) to meet all budget requirements for the Project. The foregoing notwithstanding,
the Sources and Uses shall be updated no later than (i) ninety (90) calendar days following
submission of applications for all required Project Approvals, and (ii) not less than ninety
(90) calendar days prior to the scheduled presentation of a DDA to the City Council for its
consideration of approval.
(c) If Developer elects to proceed with the proposed Project in
accordance with this Agreement, then within one hundred eighty (180) calendar days of
City Council approval of the Draft Conceptual Design, Developer shall submit an
application to the City for all required land use entitlements (e.g. use permit, design review,
subdivision, etc., collectively the “Project Approvals”) needed for the Project based on
the Draft Conceptual Design, and timely provide all information, data, plans and material
requested by City to complete said applications. Developer acknowledges that City Council
approval of the Draft Conceptual Design does not preclude further review and revision of
the Project as may be desired by the Parties or required as part of the Project Approvals or
CEQA review process. Developer shall use good faith efforts to prepare and provide all
site plans, elevations, architectural details, landscape and planting plans (including
evaluations of the health of existing tress on the Property), parking plans, and phasing plans
as reasonably necessary and appropriate to secure the Project Approvals within the period
of the DDA Stage. Developer shall pay all fees, costs and expenses associated with the
application, review and processing of all required Project Approvals, and such fees, costs
and expense shall not be charged against the Deposit.
3.3 Extensions
The DDA Stage may be extended one or more times for a period not to exceed an additional
ninety (90) calendar days by the City Manager or designee if such official determines in
their sole discretion that such an extension is necessary to address delays related to CEQA
compliance. Subject to approval by the City Council, which it may grant or deny in its sole
4915-4088-9716 v2 5
discretion, either stage of the Negotiating Period may also be extended by mutual written
agreement of the Parties.
3. Applicable Law; Venue.
This Second Amendment shall be construed in accordance with the law of the State of
California, including its statutes of limitation, but without reference to choice of laws principles,
and venue for any action under this Second Amendment shall be in Sonoma County, California.
4. Severability.
If any provision of this Second Amendment or the application of any such provision shall
be held by a court of competent jurisdiction to be invalid, void or unenforceable to any extent, the
remaining provisions of this Second Amendment and the application thereof shall remain in full
force and effect and shall not be affected, impaired, or invalidated.
5. Integration.
This Second Amendment contains the entire understanding between the Parties relating to
the matters set forth herein. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged in this Second Amendment and shall
be of no further force or effect.
6. Modifications.
Any alteration, change, or modification of or to this Second Amendment, in order to
become effective, shall be made in writing and in each instance signed on behalf of each Party.
7. Waiver of Lis Pendens.
It is expressly understood and agreed by the Parties that no lis pendens shall be filed against
any portion of the Property with respect to this Second Amendment or any dispute or act arising
from this Second Amendment.
8. Interpretation.
As used in this Second Amendment, masculine, feminine, or neuter gender and the singular
or plural number shall each be deemed to include the others where and when the context so dictates.
The word “including” shall be construed as if followed by the words “without limitation.” Unless
otherwise expressly stated, “days” means calendar days. This Second Amendment shall be
interpreted as though prepared jointly by the Parties. Titles and captions are for convenience of
reference only and do not define, describe, or limit the scope or the intent of this Second
Amendment or any of its terms.
9. Authority.
Each person executing this Second Amendment on behalf of Developer does hereby
covenant and warrant that: (a) Developer is created and validly existing under the laws of
4915-4088-9716 v2 6
Delaware; (b) Developer has and is duly qualified to do business in California; (c) Developer has
full company power and authority to enter into this Agreement and to perform all of Developer’s
obligations hereunder; and (d) each person (and all of the persons if more than one signs) signing
this Second Amendment on behalf of Developer is duly and validly authorized to do so.
10. Non-Liability of Officials, Employees and Agents.
No City council member, board member, commission member, official, employee,
attorney or agent of City shall be personally liable to Developer, or any successor in interest to
Developer, in the event of any default or breach by City of any representation, warranty, or
covenant herein, or for any amount which may become due to Developer or any successor or on
any obligation under the terms of this Second Amendment. No direct or indirect principal, member,
partner, officer, director, employee, attorney or agent of Developer shall be personally liable to
City, or any successor in interest to City, in the event of any default or breach by Developer of any
representation, warranty, or covenant herein, or for any amount which may become due to City or
any successor or on any obligation under the terms of this Second Amendment.
11. Next Business Day.
In the event the date on which the City or Developer is required to take any action under
the terms of this Second Amendment is not a business day, the action shall be taken on the next
succeeding business day.
12. Joint and Several.
If Developer consists of more than one entity or person, the obligations of Developer
hereunder shall be joint and several.
13. Counterparts.
This Second 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 agreement.
15. No Conflict of Interest. No member, official, or employee of City shall have any personal
interest, direct or indirect, in this Second Amendment, nor shall any such member, official, or
employee participate in any decision relating to this Second Amendment that affects their personal
interests or the interests of any corporation, partnership, or association in which they are, directly
or indirectly, interested.
4915-4088-9716 v2 [Signature Page to Second Amendment to Exclusive Agreement to Negotiate]
IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the
date first above written.
CITY: DEVELOPER:
CITY OF ROHNERT PARK, a California
municipal corporation CENTERCAL PROPERTIES, LLC, a
Delaware limited liability company
By: By:
Name: Marcela Piedra Name: Jean-Paul Wardy
Title: City Manager Title: Chief Executive Officer
ATTEST:
___________________________/_______
City Clerk Date
APPROVED AS TO FORM:
By:
Michelle Marchetta Kenyon, City
Attorney
4915-4088-9716 v2
EXHIBIT A – MAP OF PROPERTY