CITY OF COTATI-RANCHO ADOBE FIRE DISTRICT IMPACT
FEE AND DEVELOPMENT COORDINATION AGREEMENT
This agreement ("Agreement"), dated as of August_________, 2025 (“Effective Date”) is by and between the City of Cotati, a political subdivision of the State of California (hereinafter "City"), and the Rancho Adobe Fire District (hereinafter "RAFD"), to the understanding between the City and RAFD regarding coordination on development permits and the setting, collection, transfer, and use of Fire Impact Fees (“Fees”). The City and RAFD are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
R E C I T A L S
WHEREAS, the provision of fire protection and suppression services, including emergency medical response is a vital and necessary service public agencies must provide for their communities; and
WHEREAS, funding for the provisions of these services is limited and therefore public agencies rely upon development impact fees, such as the Fees, as a source of funding to provide such services to communities; and
WHEREAS, it is in the benefit of the residents, businesses, and visitors within the City to have such services readily available; and
WHEREAS, RAFD is a duly qualified fire district established pursuant to the Fire Protection District Law of 1987 of the Health and Safety Code, section 13800 et seq. and has retained SCI Consultants, experienced in the preparation of fire mitigation impact fee nexus studies and related services; and
WHEREAS, RAFD has prepared a fire mitigation impact fee nexus study and is taking all steps necessary to ensure full compliance with the California Mitigation Fee Act (Gov. Code, §§ 66000-66025) (the “Mitigation Fee Act” or the “Act”); and WHEREAS, the City introduced Ordinance 931 on December 10, 2024, at a duly noticed public hearing, to establish the Fees within the jurisdictional boundaries of the City on behalf of RAFD; and
WHEREAS, the City adopted Ordinance 931 at the duly noticed City Council meeting on January 14, 2025, which will take effect upon City Council approval of this Agreement or March 14, 2025, whichever is later and is at least sixty (60) days after its adoption, pursuant to the Mitigation Fee Act; and
WHEREAS, the City and RAFD desire to enter into this Agreement to effectively coordinate the payment of the Fees and the timely review and issuance of development permits.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the Parties hereto agree as follows:
A G R E E M E N T
l. Scope of Services.
1.1 Specified Services. The Parties shall perform the services described in Exhibit “A,” attached hereto and incorporated herein by this reference (hereinafter "Scope of Work"), and within the times or by the dates provided for in Exhibit “A.” In the event of a conflict between the body of this Agreement and Exhibit “A,” the provisions in the body of this Agreement shall control.
1.2 Cooperation. The Parties agree each shall cooperate with the other in the performance of all work hereunder.
1.3 Performance Standard. The Parties agree to perform all work hereunder in a manner consistent with the level of competency and standard of care normally exercised by staff of a public agency.
2. Payment.
2.1 Responsibility for Collecting Payment. Pursuant to the Act, local agencies may establish Fees in connection with the approval of a development project to offset the costs of new public facilities that become necessary as a result of development. Under existing state law, RAFD cannot directly adopt mitigation fees pursuant to Health and Safety Code, sections 13800-13970, but the Mitigation Fee Act authorizes the City to adopt Fees on behalf of RAFD to offset the impacts of new development on fire equipment and fire capital facilities. Both Parties desire that RAFD collect and administer the Fees subject to this Agreement, unless otherwise agreed to pursuant to this agreement.
Collection of payments by RAFD will reduce the administrative burden on the City and is not expected to be a cause of undue hardship. If there is an identified undue hardship to either Party or the customers paying the Fees, the Parties will meet and confer on potential changes to the collection of the Fees. In the event that both Parties decide the City shall take over collection and disbursement of the Fees on behalf of RAFD, the Parties shall confirm this decision in writing and City shall be subject to the terms of this Agreement, with inclusion of the additional term that the City may withhold five percent of the total fees recovered before distributing the proceeds to RAFD to pay for the City’s staff time to administer, collect, and forward the Fees to RAFD.
2.2 City Procedure to Remitting Payment to RAFD. In the event the City takes over collection of the Fees, the City shall create and maintain a dedicated general ledger fund into which all Fees received by the City will be recorded. At the end of each calendar month, the City shall prepare a copy of the fund balance as of the last day of the month, and a check to RAFD representing the total Fees received for the month, both to be sent to RAFD no later than the 20th day of the subsequent month.
3. Term of Agreement. The term of this Agreement shall be from the Effective Date and shall remain in force and effect for as long as the Fees are being imposed unless terminated earlier in accordance with the provisions of Section 4 of this Agreement.
4. Termination.
4.1 Termination Without Cause. Notwithstanding any other provision of this Agreement, at any time and without cause, either Party shall have the right, in their sole discretion, to terminate this Agreement by giving 60 calendar days written notice to the other Party.
4.2 Termination for Cause. Notwithstanding any other provision of this Agreement, should either Party fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this Agreement, either Party may provide written notice to the other Party to cure such default within sixty (60) calendar days. In the event the default is not cured within sixty (60) calendar days, and an agreement is not reached for additional time to cure such default, the non-defaulting Party may immediately terminate this Agreement by giving the other Party written notice of such termination, including the reason for termination.
4.3 Payment Upon Termination. Upon termination of this Agreement by either Party, and if the City is collecting Fees on behalf of RAFD, the City shall provide all Fees collected and held by the City to RAFD within ten (10) working days of the termination of this Agreement.
Upon the effective date of termination, neither Party will have any obligation to the other regarding this Agreement.
4.4 Authority to Terminate. The City Council has the authority to terminate this Agreement on behalf of the City. In addition, the City Manager, in consultation with the City Attorney, shall have the authority to terminate this Agreement on behalf of the City. The RAFD Board of Directors has the authority to terminate this Agreement on behalf of RAFD. In addition, the Fire Chief shall have the authority to terminate this Agreement on behalf of RAFD.
5. Indemnification. Each Party shall indemnify and hold harmless the other Party and its officers, officials, employees, agents and representatives from and against any and all costs, losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) ("Losses") incurred or suffered by the indemnified Party resulting from a failure by the indemnifying Party to perform its obligations under or comply with the terms of this Agreement, or resulting from the negligence, or any violation of law (including the Mitigation Fee Act), of the indemnifying Party or its officers, officials, employees, agents and representatives, except to the extent such Losses arise from the indemnified Party's fraud, gross negligence or willful misconduct. This Section 5 shall survive termination of this Agreement.
6. Prosecution of Work. The execution of this Agreement shall constitute each Party’s authority to proceed immediately with the performance of this Agreement. Performance of the obligations hereunder shall be completed within the time required herein, provided, however, that if the performance is delayed by earthquake, flood, high water, or other Act of God or by strike, lockout, or similar labor disturbances, the time for each Party’s performance of this Agreement shall be extended by a number of days equal to the number of days each Party has been delayed.
7. Representations of the Parties.
7.1 Standard of Care. Each Party hereby agrees that all its work will be performed and that its operations shall be conducted in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state and local laws.
7.2 Status of the Parties. The Parties intend, as obligated herein, to act as an independent contractor and shall not control the work and the manner in which it is performed. Each Party is not to be considered an agent or employee of the other Party and is not entitled to participate in any pension plan, worker’s compensation plan, insurance, bonus, or similar benefits provided to each Party’s employees. In the event either Party exercises its right to terminate this Agreement pursuant to Section 4 herein, each Party expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees.
7.3 No Suspension or Debarment. Each Party warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency. Each Party also warrants that it is not suspended or debarred from receiving federal funds as listed in the List of Parties Excluded from Federal Procurement or Non-procurement Programs issued by the General Services Administration. If either Party becomes debarred, each Party has the obligation to inform the other Party.
7.4 Records Maintenance. Each Party shall keep and maintain full and complete documentation and accounting records concerning the collection and expenditure of the Fees under this Agreement and shall make such documents and records available to the other Party for inspection at any reasonable time. If the City collects Fees, the City shall keep and maintain full and complete documentation of accounting records of Fees collected under this Agreement. RAFD and City shall maintain such records for a period of five (5) years following the termination of this Agreement, or as otherwise required under law and in accordance with their respective record retention schedules.
7.5 Conflict of Interest. Each Party covenants to the other Party that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of this Agreement. Each Party further covenants that in the performance of this Agreement no person having any such interests shall be employed with such Party.
7.6 Statutory Compliance. The Parties agrees to comply with all applicable federal, state and local laws, regulations, statutes and policies applicable to the Fees collected pursuant to this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement. Without limiting the generality of the foregoing, each Party expressly acknowledges and agrees that this Agreement is subject to the provisions of the City Municipal Code and all RAFD rules, regulations, and policies. Noncompliance during the term of the Agreement will be considered a material breach and may result in termination of the Agreement or pursuit of other legal or administrative remedies.
7.7 Authority. The undersigned hereby represents and warrants that he or she has authority to execute and deliver this Agreement on behalf of each Party.
8. Further Assurances. Upon the reasonable request of either Party, the other Party shall take such actions, and execute such certificates, documents or instruments, necessary or appropriate to fulfill the obligations under this Agreement, the Mitigation Fee Act, and the collection of the Fees thereof.
9. Assignment and Delegation. Neither Party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other Party shall have so consented.
10. Method and Place of Giving Notice and Payments. All notices shall be made in writing and shall be given by personal delivery or by U.S. Mail or courier service. Notices shall be addressed as follows:
TO CITY:
City Manager
201 West Sierra Avenue
Cotati, CA 94931
(707) 792-4600
TO RAFD:
Rancho Adobe Fire District 1
11000 Main Street
Mailing: P.O. Box 1029
Penngrove CA 94951
(707) 795-6011
When a notice is given by a generally recognized overnight courier service, the notice shall be deemed received on the next business day. When a copy of a notice is sent by facsimile or email, the notice shall be deemed received upon transmission as long as (1) the original copy of the notice is promptly deposited in the U.S. mail and postmarked on the date of the facsimile or email, (2) the sender has a written confirmation of the facsimile transmission or email, and (3) the facsimile or email is transmitted before 5 p.m. pacific time. In all other instances, notices shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. If the Parties are making payments to each other, the method of payment shall be mutually agreed upon in writing.
11. Miscellaneous Provisions.
11.1 No Waiver of Breach. The waiver by either Party of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement.
11.2 Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law. The Parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. The Parties acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one Party in favor of the other. The Parties further acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement.
11.3 Consent. Wherever in this Agreement the consent or approval of one Party is required to an act of the other Party, such consent or approval shall not be unreasonably withheld or delayed.
11.4 No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the Parties do not intend to create any rights in third parties.
11.5 Applicable Law and Forum. This Agreement shall be enforced and interpreted under the laws of the State of California. Any action arising from or brought in connection with this Agreement shall be venued in a court of competent jurisdiction in the County of Sonoma, State of California.
11.6 Captions. The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation.
11.7 Merger. This writing is intended both as the final expression of the Agreement between the Parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856.
No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both Parties.
11.8 Survival of Terms. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason.
11.9 Time of Essence. Time is and shall be of the essence of this Agreement and every provision hereof.
11.10 Successor Agency. In the case of a merger or consolidation of RAFD by successor agency, all terms and agreements set forth in this Agreement shall carry forward to the successor agency.
[Signatures on Following Page]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
For City of Cotati: For Rancho Adobe Fire District:
Damien O’Bid Jeff Veliquette
City Manager Fire Chief
Approved As to Form: Approved As to Form:
John Bakker RAFD Counsel
City Attorney
Exhibit A
Scope of Work
A. Compliance with Mitigation Fee Act. RAFD shall ensure that any Fee imposed by the City and collected on its behalf, complies with the requirements of the Mitigation Fee Act, including, but not limited to, Government Code sections 66001, 66006, 66007, 66008, 66011 and 66018. If any Fee is owed by a particular developer and is not paid, RAFD shall bear full responsibility for collection of Fees owed. However, in such event RAFD notifies the City in writing of nonpayment, City shall withhold all final development project approvals until such time as RAFD confirms in writing that all Fees are paid in full.
B. Deposit, Investment and Disbursement of Fees. If the City agrees to the collection of Fees on behalf of RAFD, pursuant to this Agreement or subsequent amendments, City shall deposit collected Fees in accordance with Government Code, section 66006(a). The City must only invest the Fees in suitable accounts commonly used by public agencies which guarantee the principal balance of such account. To that end, City shall be solely and financially responsible to ensure the principal amount of all Fees it has collected is provided to RAFD for use in compliance with the Mitigation Fee Act. Furthermore, all interest earned must be credited to the Fee account pursuant to Government Code, section 66006(a). If the City collects Fees, the City shall transfer Fees to RAFD as described in Section 2.2 of this Agreement. City and RAFD agree to work in good faith to resolve any issues within a reasonable time. However, City may not withhold disbursement of any Fees during the duration of any unresolved issues or otherwise.
C. Accounting and Audit. RAFD shall account for and expend Fees in compliance with Government Code sections 66006, 66008, and 66011, including ensuring that the requisite public notice is provided. RAFD has the sole responsibility to account for the expenditure of Fees and, subject to the terms of section 66023, perform at its own expense any audit required under the Mitigation Fee Act. To the extent RAFD needs information from City to comply with subdivision 66006(b), RAFD shall request the information from City in writing and provide City with no less than twenty calendar (20) days to respond.
If any audit relating to City’s creation, collection or disbursement of Fees on behalf of RAFD is requested under subdivision 66006(d) or section 66023, City, shall consult with RAFD and shall give RAFD the right to address such audit in compliance with the Mitigation Fee Act. RAFD may, in its sole discretion and subject to the terms of section 66023, elect to (1) perform the audit; or (2) contract with an independent auditor for any audit related to Fees collected or disbursed under this Agreement if a deposit is paid by the requesting party for such audit pursuant to section 66023(c). The Parties agree to promptly respond to each other regarding all requests for information made in relation to any audit.
D. Nexus Study and Government Code section 66001 findings. RAFD shall ensure compliance with the finding requirements under California Government Code section 66001. RAFD shall submit any necessary supporting documentation and proposed findings required no later than sixty (60) days before findings are required under that subdivision and shall take the necessary steps to ensure the findings will be considered by City in the time required (See RAFD’s Nexus Study and Fire District Board Resolution with the necessary findings attached as Exhibit B).
Prior to requesting City to make Government Code section 66001 findings, the RAFD’s Board of Directors shall independently consider and approve any such necessary supporting documentation and proposed findings and submit its action and findings with its request to the City. RAFD shall promptly provide any additional information City requests relevant to the fiveyear findings. Based on the information RAFD provides, City shall consider the information and make findings, if appropriate, under subdivision 66001(d)(1).
E. Annual Reporting Government Code § 66006 (AB 1600 reports). RAFD shall ensure compliance with the annual reporting and finding requirements under California Government Code subdivision 66006. RAFD shall submit any necessary supporting documentation required by the AB 1600 annual report no later than forty five calendar (45) days before the public meeting required under that section and shall take the necessary steps to ensure the AB 1600 report will be considered by City in the time required. Prior to requesting City to hold a public meeting to consider the annual AB 1600 report, the RAFD’s Board of Directors shall independently consider and approve any such necessary supporting documentation and submit its action and findings with its request to the City. RAFD shall promptly provide any additional information City requests relevant to the AB 1600 report. Based on the information RAFD provides, City shall consider the information and the RAFD’s AB 1600 report, under section 66006. City shall post on its website all required AB 1600 reports, provided by RAFD, including all other documentation required pursuant to Government Code, section 65940.1, and specifically Section 65940.1, subdivisions (a)(1)(A), (a)(1)(D), and (a)(1)(E). RAFD shall provide and City shall post updated information within 30 days if any changes pursuant to Section 65940.1(a)(2). Except in the event of RAFD’s failure to timely provide the required reports, any costs or remedies for the failure to comply with such posting requirements shall be the sole responsibility of the City.
F. Five-Year Findings. RAFD shall ensure compliance with the five-year reporting and finding requirements under California Government Code subdivision 66001(d). RAFD shall submit any necessary supporting documentation and proposed findings required no later than forty-five (45) calendar days before findings are required under that subdivision and shall take the necessary steps to ensure the findings will be considered by City in the time required. Prior to requesting City to make the five-year findings, the RAFD’s Board of Directors shall independently consider and approve any such necessary supporting documentation and proposed findings and submit its action and findings with its request to the City. RAFD shall promptly provide any additional information City requests relevant to the five-year findings. Based on the information RAFD provides, City shall consider the information and make findings, if appropriate, under subdivision 66001(d)(1).
G. New Obligations and Updated Data. RAFD shall stay informed of and ensure compliance with any new obligations arising from the collection of Fees on its behalf, including but not limited to amendments to the Mitigation Fee Act and court decisions interpreting it or any new City ordinance(s) governing the collection of Fees on behalf of special districts. RAFD shall regularly update its nexus studies to support its Fees pursuant to Mitigation Fee Act requirements.
H. Disputes as to Fees. If the City does withhold any portion of the Fees without RAFD written approval, the Parties agree to the remedies described herein. If the City, pursuant to this Agreement or a subsequent amendment, agrees to collect Fees on behalf of RAFD, then RAFD shall be entitled to the following remedy in any action to recover Fees it claims City should have disbursed to RAFD, including any untimely disbursement. RAFD shall be entitled to the amount of the undisbursed Fees, plus the interest that has accrued and received by the City, where the City wrongfully withheld any portion of the Fees from RAFD. In the event the Fees did not earn interest during the duration of any dispute, RAFD is entitled to interest on the balance owed at a rate the City has earned for the same period on its own development impact fee accounts. The Parties acknowledge interest is required to be reported and is commonly earned with the Fees pursuant to Section 66001(a) of the Mitigation Fee Act.
In the event of any application to reduce or appeal a Fee by a developer, disagreement regarding the amount or application of any Fees collected by City on behalf of RAFD by a third party, or protest under Government Code sections 66020 or 66021, City may refer the matter to RAFD, and within the time requested by City, RAFD shall advise the City in writing as to how RAFD recommends the City proceed. Any disagreement as to the amount or application of any Fees or any protest are included in the RAFD’s covenant to defend, indemnify and hold City harmless as detailed in Article 5 of this Agreement.
I. Fee Reductions. If the City Council approves a reduction or elimination of certain development impact fees to further City policy goals, and such reduction or elimination is supported with sufficient findings in compliance with all applicable laws, RAFD understands that the City may make the same reduction or elimination of the Fees described herein, under similar terms as other City fees.
J. Coordination of Project and Permit Reviews. To streamline reviews, provide responsive customer service, and ensure that all stakeholders review the appropriate project plans and permits, the City is the single point of submittal for all project or permit plans. The City will circulate projects and building permits to RAFD for review, comment and approval. RAFD agrees to provide complete written comments using a qualified reviewer no later than fourteen (14) calendar days after City makes the referral. The City will incorporate and coordinate all comments received by all stakeholders.
K. Assigned Personnel.
1. RAFD shall assign only competent personnel to perform work hereunder. In the event that the City or RAFD desires to discuss any potential issues, the parties shall immediately meet and confer to resolve the issue. Both parties agree to work in good faith to resolve any issues in a timely manner.
2. In the event that any of RAFD’s personnel assigned to perform services under this Agreement become unavailable due to resignation, sickness or other factors outside of RAFD’s control, RAFD shall be responsible for timely provision of adequately qualified replacements.
L. Issuance of Permits. The City agrees to hold the issuance of building permits until the applicant provides written proof of payment of RAFD Fees.
Exhibit B
Fire District Board Resolution and Nexus Study