a) All worked performed between midnight and the start of the regular work hours, on all days of the week, shall be compensated at the rate of two (2) times the established hourly rate for the employee’s position for each hour worked. (Amended 7/1/90) b) Mutual Assistance Rate of Pay: Effective upon adoption, all hours worked while providing mutual assistance to other entities, including but not limited to cities, agencies, municipalities, districts, or utilities, including private utility providers, during regularly scheduled hours or overtime, shall be compensated at the double time rate of pay. (Added 2022)
2.7 Compensatory Time Off. Employees may, at their option, receive pay for such overtime hours or may accumulate compensating time at the rate of time and one-half (1 ½), subject to the following:
a) Employees may accrue unlimited compensation time; however, the amount of compensation time-off shall be limited to 80 hours per calendar year. (Amended 7/1/91) b) Comp time shall not be accrued from one year to the next. Employees will be paid for any accumulated but unused comp time balance on the first pay period in January. c) The use of comp time, actual time off work, must receive prior approval of the supervisor/department head.
d) Community Services employees who work an event after hours or on a weekend may elect to take time off at the rate of time and one-half (1 ½) within the week that follows in lieu of earned overtime or CTO. (Added 2022)
2.8 Distribution of Overtime. Overtime shall be distributed as equally as possible among those employees in the same classification. No employee shall be required to trade time for the purpose of avoiding payment of overtime.
2.9.0 Call back. Call back time shall be reimbursed based on a minimum of two (2) hours at the rate of time and one-half (1 ½) times the employee’s base rate of pay. Call-back time shall commence at the time of dispatch and shall conclude when the employee is released from duty. Any employee who is unable to respond within sixty (60) minutes may be eliminated from the call back rotation. (Amended 2022)
a) If an employee is recalled for emergency work more than once in the twenty-four (24) hour period commencing from the end of the normal shift, minimum overtime compensation shall be paid only for the first call; for subsequent calls overtime compensation shall be paid for his/her actual work as herein provided. For the purpose of this section, concurrent calls or successive calls without a break in work time shall be considered as a single call. If by reason of a call an employee works less than two (2) hours into his/her regular work hours, such call shall not be considered as a first call for the purpose of the minimum overtime compensation, i.e. not 2 hours. (Amended 7/1/90)
2.10 Phone Calls at Home.
a) Assuming an on-call employee receives an official work-related phone call at home during non-working hours, the City agrees to compensate said employee for a minimum of ½ hour overtime for the first call regardless of how long; actual time for each call that day thereafter.
Applies only to a person on standby in accordance with the provisions of Section 2.12. (Added 7/1/00)
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b) Employees who receive an official work-related phone call the requires them to access computers from home for the analysis and/or response for service shall receive a minimum of 1 hour at the overtime rate of pay for the call. If actual work time exceeds one hour, the City shall compensate employees, at their overtime rate of pay, for actual hours worked. (Added 7/1/10)
2.11 Standby
a) Employees assigned to weekly Standby Pay for emergency calls shall receive two (2) hours at straight time rate of pay for each weekday during the standby period, not including Regular Days Off (RDO); and three (3) hours for each Saturday, Sunday, and scheduled RDO, excluding employees in the Community Services Department, who shall receive the weekday standby rate for all days of the week; and eight (8) hours Standby Pay at the employee’s straight time rate of pay for each holiday required to standby in addition to any emergency time worked.
Any employee who is required to perform weekly standby for emergency calls more than 9 full weeks in a calendar year shall receive one and one-half times the Standby Pay described herein for each additional week of standby and holiday on standby. Additionally, any employee who is required to perform weekly standby for emergency call more than eighteen (18) full weeks or 126 days in a calendar year shall receive two-times the Standby Pay described herein for each additional week of standby and holiday on standby. The Standby period shall commence at conclusion of the scheduled work day and continue until the beginning of the next scheduled work day for weekdays. For Saturday, Sunday and/or scheduled RDOs Standby shall commence at the conclusion of the scheduled work day, or prior Standby period if applicable, and continue for 24 hours or the beginning of the next scheduled work day, whichever is longer. (Amended 2025)
b) Emergency time worked while on standby shall be computed to the nearest one-half (1/2) hour except in no event shall the employee be paid for less than two (2) hours. The two (2) hour minimum overtime compensation for call out while on standby duty shall be paid only for the first call during a twenty-four (24) hour period from end of normal shift; for subsequent calls during the standby duty within the same twenty-four (24) hour period, compensation shall be paid for actual time worked computed to the nearest one-half (1/2) hour. (Amended 7/1/00, 2022)
c) Employees assigned to weekly standby for emergency calls will be furnished an electronic pager or cell phone by the City.
2.12 Weekend Differential. Other than noted exceptions, any employee who is assigned to work a regularly scheduled shift on Saturday or Sunday will receive a weekend differential in an amount equal to 5% of their straight-time rate of pay. (Amended 7/1/97) (NOTE: Added as a separate section 7/1/00)
2.13 Rest Period. If an employee has worked for eight (8) hours or more at the overtime rate during the sixteen (16) hour period immediately preceding the beginning of the employee's regular work hours on a workday, such employee shall be entitled to a rest period of eight consecutive hours on the completion of such overtime work.
(a) There shall be included as part of the eight (8) hours worked at the overtime rate in such sixteen (16) hour period any travel time and mealtime to which the employee is entitled when emergency or prearranged work is performed except that any travel time and mealtime to which Item 6.h
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the employee is entitled after being dismissed from work shall not be included as hours worked in such period, but it shall be included in the computation of the eight hour rest period. (b) Hours worked prior to any eight hour rest period in which the employee does not work shall not be included in computing another period of overtime work. (c) If the eight hour rest period in whole or in part overlaps the employee's regular work hours the employee will receive pay at the straight rate for the extent of the overlap, except that the time taken during such overlap for any meal to which the employee is entitled on dismissal shall be paid for at the overtime rate.
(d) If the employee is called back to work during their eight (8) hour rest period a new rest period will commence at the conclusion of such work.
(1) If the rest period overlaps the employee's regular work hours but does not extend into the second half of the employee's workday, the employee shall be excused from reporting for work until the beginning of the second half of the employee's workday, and in such an event the employee shall be paid for the time between the expiration of the rest period and the end of the first half of such workday at their regular rate of pay. (2) If the rest period extends into the second half of the employee's workday, the employee shall be excused from reporting for work until the following workday, and in such event the employee shall be paid for the time between the expiration of the rest period and the employee's regular quitting time on such day at their regular rate of pay. (3) In the application of the foregoing, an employee, due to operational needs, may be required to report to work at the end of the employee's rest period. (e) An employee entitled to a rest period hereunder may nevertheless be required to work during regular work hours on a workday without having had a rest period of eight consecutive hours, in which event the employee shall be paid at two times the straight rate of pay for all work performed until the employee has been relieved from duty for at least eight consecutive hours.
III. SALARY PLAN
3.1 Salary Plan Administration. Employees occupying a position in a classification covered by this Memorandum of Understanding shall be paid the base salary range, specified for their classification, as contained in Exhibit "A” entitled "Salary Ranges Effective”, attached hereto and incorporated herein, sets forth the salary ranges which reflect the increases described in Section
3.7. 3.2 Salary Plan Administration, Original Appointment. The salary for a new employee entering City employment shall be the minimum or first salary step for the classification to which the employee is appointed, provided however, that the City Manager may, when circumstances so warrant, appoint at other than the first step.
3.3 Salary Plan Administration, Advance within Salary Range. a) Full-time employees appointed at the first step (“A”) shall be eligible for advancement to the second step (“B”) of the specific salary range six (6) months after original appointment, provided that the employee’s performance merits the increase. Advancement to the remaining Item 6.h
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steps may be made after one (1) year of satisfactory service at each successive salary step, provided that the employee’s performance merits the increase. b) Regular part-time employees are eligible for merit increases from the A to B step after 1040 straight time hours of service and are eligible for increases from B to C to D to E steps after 2080 straight time hours of service at each step.
c) A step increase will be denied in any case where it may be determined, upon reliable evidence that the employee in question has not progressed satisfactorily in acquiring and using the learning skills necessary for the proper performance of the position to which he/she has been assigned, or that the employee has failed to perform work assignments satisfactorily during the period he/she has served at this present level or salary. All adverse reports or recommendations pertaining to the withholding of step increases will be reviewed by the City Manager prior to the affected employee’s anniversary date.
d) All evaluation reports shall be prepared by the City on a timely basis. The City’s failure to prepare and present an evaluation report within 30 days of the employee’s salary anniversary date shall be considered a favorable evaluation report for all salary purposes. In no event shall the evaluation report be prepared by an individual who is not familiar with the work performed by the employee being evaluated. (Amended 7/1/97)
e) A Lineman with two (2) or more years of experience who has successfully completed a recognized apprenticeship will be hired at the “D” step or higher in the pay range for Lineman.
Upon successful completion of the probationary period, such employee shall be raised to the “E” step. A City employee who has successfully completed the City’s apprenticeship will be placed at the “D” step or higher in the pay range for Lineman. (Amended 7/1/91) f) Changes in an employee’s salary because of promotion or demotion may set a revised salary anniversary date for that employee, for the purpose of step increase. g) Whenever the schedule of compensation for a classification is revised, each incumbent in a position to which the revised schedule applies, shall be paid at the same step in the revised ranges as the step at which the employee was paid in the previous range.
3.4 Salary Plan Administration, Salary Step After Promotion or Demotion. When employees are promoted, they shall be entitled to receive compensation at the beginning step of the class to which the employee has been promoted. In the instance where the pay ranges overlap, promotion shall be effected at the next higher step in the range, with a minimum five percent (5%) increase where possible, of the new class.
a) When an employee is demoted, whether such demotion is voluntary or otherwise, the employee’s compensation shall be adjusted to the salary prescribed for the classification to which the employee is demoted and unless otherwise provided, the specific rate of pay within the range shall be determined by the City Manager; provided however, that an employee demoted for non-disciplinary reasons shall be placed at the salary step in the lower classification which most closely approximates, but does not exceed, the employee’s salary in the higher classification.
b) If an employee takes a voluntary demotion to a classification previously held within the same series, the employee shall be placed at a step commensurate with length of service in both classifications. If the classifications are not within the same series, the employee shall be placed Item 6.h
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at the same step in the lower classification which the employee held last, and the service time at such step shall be the same as the service time held previously at such step.
3.5 Temporary Upgrading: Like Work for Like Pay.
Straight Time: An employee assigned to work in a higher classification for one (1) day or more, shall be paid the starting rate of pay of the higher position or 5% above their regular rate of pay, if possible, whichever is greater.
Over-Time: Authorized overtime when assigned to work in a higher classification will be paid at one and one-half the A-step of the assigned class or one and one-half the employee’s rate plus 5%, whichever is greater.
Lead Lineman Pay: If a Lineman is assigned to work with another Lineman (not an Apprentice Lineman) on a crew without a Foreman, the lead Lineman will be paid 5% above their regular rate of pay.
3.6 Pay Periods. Employees shall be paid bi-weekly, every other Thursday, unless mutually agreed by the City and union.
3.7 Salary Plan.
Effective the first full pay period following July 1, 2025, all classifications covered by this agreement shall receive a 3% cost of living adjustment.
Year 2, effective July 1, 2026, all classifications covered by this agreement shall receive a cost of living adjustment equivalent to the percent change in the consumer price index for the period February of the prior year to February of the current year, as published by the Bureau of Labor Statistics (All item in San Francisco-Oakland-San Jose, CA, all urban consumers, not seasonally adjusted), not to be less than 2% or more than 3.5%.
Year 3, effective July 1, 2027, all classifications covered by this agreement shall receive a cost of living adjustment equivalent to the percent change in the consumer price index for the period February of the prior year to February of the current year, as published by the Bureau of Labor Statistics (All item in San Francisco-Oakland-San Jose, CA, all urban consumers, not seasonally adjusted), not to be less than 2% or more than 3.5%.
Equity Adjustments.
The City shall provide equity adjustments as determined by the City’s 2025 compensation analysis, Year 1 effective the first full pay period following July 1, 2025, Year 2 effective July 1, 2026, and Year 3 effective July 1, 2027.
Classification Total Yr 1 Yr 2 Yr 3
Lineworker/Troubleshooter Series (apprentice) 18.92% 8.92% 5% 5% Electric Coordinator/Inspector 18.92% 8.92% 5% 5%
Electric Meter Technician 15.49% 5.49% 5% 5%
Electric Material Technician 4.12% 4.12% 0% 0%
Geographic Information System Technician 1.72% 1.72% 0% 0% Information Technology Engineering Specialist 9.41% 5% 4.41% 0% Recreation Coordinator Series 1.22% 1.22% 0% 0%
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3.8 Compensation Study. Should the need for a comprehensive classification and/or compensation study arise during the term of this agreement, both parties agree to meet and confer over comparable entities to be included within the scope of the study. (Amended 2022) IV. LONGEVITY
4.1 Employees shall be eligible to receive longevity pay as set forth herein upon the completion of a minimum of five (5) continual years of service.
The effective date of a longevity pay increase shall be the beginning of the pay period that includes the date of eligibility. (Amended 2025)
Any employee shall receive such pay in addition to his/her basic rate of pay in accordance with the following schedule:
Years of Service Merit Pay Rate
5 years Base rate of pay + 2%
10 years Base rate of pay + 3%
15 years Base rate of pay + 4%
20 years Base rate of pay + 6%
25 years or more Base rate of pay + 8%
V. HEALTH AND WELFARE BENEFITS
5.1 Medical. All regular, full-time Local 1245, IBEW employees are eligible to participate in the City’s group medical plans. The City agrees to offer to meet and confer regarding any change in currently offered medical plans/benefits during the term of this agreement.
The City’s contribution toward health insurance shall be a dollar amount up to 100% of the Kaiser Permanente traditional HMO medical plan, by premium category, but not to include any high cost deductible plan offered. For those employees that select a more expensive medical plan, the difference between the City’s contribution and the actual premium of the plan selected, shall be paid by the employee on a pre-tax basis. (Amended 2022) Local 1245, IBEW employees opting out of the City paid Medical Plan shall receive a monthly stipend in an amount equal to $477 per month. (Amended 2017)
5.2 Life. The City will pay the premium for a $100,000 life insurance policy for employees. The City will pay any increased life insurance premium costs which may be incurred during the term of this Memorandum of Understanding in conformance with those rates as set by the City’s current insurance carrier – American International Group Life Insurance Company. Additionally, employees may purchase, at their expense, supplemental life insurance as provided by AIG Life. (Amended 7/1/04)
5.3 Dental. All regular, full-time employees are eligible to participate in the group dental plan offered by the City’s current dental insurance carrier, where under the City shall pay 100% of the premium per employee. Such group dental plan shall cover 80% of the updated 1995 schedule with 100% preventive dental. The City will pay any increased dental insurance premium costs which may be incurred during the term of the Memorandum of Understanding in conformance with those rates as set by the City’s insurance carrier.
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5.4 Vision. All regular, full-time employees are eligible to participate in the group visual care plan offered by the City’s current vision care plan insurance carrier VSP, where under the City shall pay 100% of the monthly premium. Employees enrolled in Kaiser will not be covered by the VSP vision care insurance and an amount equal to the monthly VSP vision care premium will be applied to the base amount for health insurance as stated in 5.1. The City will pay for one-half of cost of eye glasses damaged or broken on the job with a limit of one pair of eye glasses per year.
5.5 COBRA. The City will provide group health care coverage to terminating employees, retirees and eligible dependents per provisions of the federally mandated Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). (Amended 5/28/95)
5.6 Long-term Disability Insurance. Effective September 1, 1998, the City will pay the monthly premium for a long-term disability insurance plan. Terms of insurance shall include, but not be limited to the following: (1) Amount of Insurance: 67% of monthly salary for a maximum of $10,000 per month (4/1/21); (2) Elimination period: benefits will commence on the 91st day of continuous disability; and (3) Integration of Benefits: Full family. (Amended 2022)
5.7 Flexible Spending Account and Dependent Care Account: The City shall provide a Flexible Spending Account and Dependent Care Account Program. Contributions may be made by employees on a voluntary basis to such program, consistent with State and Federal law.
VI. PUBLIC EMPLOYEES RETIREMENT SYSTEM
6.1 On behalf of its Local 1245, IBEW employees, the City has contracted with the Public Employees’ Retirement System (PERS) for retirement benefits. Employees are designated “local miscellaneous” members of PERS; the retirement coverage formula for this group is 2.5% at 55.
The City has contracted for additional benefits including: (1) “1959 Survivor Benefit” – Level 4, for which the employee pays $.93 per pay period; (2) Post Retirement Survivor allowance (3) One Year Final Compensation; and (4) The City will report the value of the Employer Paid Member Contributions (EPMC) to PERS on all reportable compensation. (Amended 7/1/10) a) Effective the first full pay period following ratification of the Local 1245, IBEW MOU 2010- 2013, employees in classifications represented by Local 1245, IBEW shall pay the 8% employee contribution to PERS. The employee contribution is made by a pre-tax payroll deduction of 8%. (Added 7/1/10)
6.2 For Local 1245, IBEW employees hired on or after the effective date of the CalPERS amendment establishing a second tier pension plan for Local Miscellaneous Members, the retirement formula will be 2% at 60. Retirement benefits will be calculated using the average income of the three highest years. The City shall maintain additional CalPERS benefits as follows: 1) “1959 Survivor Benefits” for which employee shall pay $.93 per bi-weekly pay period; 2) Post Retirement Survivor Allowance; and 3) Credit for Unused Sick Leave. Employees will pay the 7% employee contribution to CalPERS. The employee contribution is made by a pre-tax payroll deduction of 7%. (Added 7/1/12)
6.3 PEPRA. The Public Employees’ Pension Reform Act of 2013 (PEPRA) and related Public Employees’ Retirement law amendments in Assembly Bill 340 became law on September 12, 2012 and the provisions were effective January 1, 2013. The City and Local 1245, IBEW agree to implement all PEPRA provisions, and all applicable amendments thereto. Effective January 1, 2013 Item 6.h
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all employees defined by PEPRA as “New members” in PERS ‘Miscellaneous’ classifications shall pay 50% of the total normal cost for the new Miscellaneous PERS pension formula of 2% at 62, actual employee contribution determined by PERS (on a pre-tax payroll deduction), with a three year final compensation period.
6.4 Deferred Compensation Program. Starting July 1, 2024, the City will offer a $1,500 per year deferred compensation match to all Local 1245, IBEW members who have completed one year of continuous fulltime service. To receive this benefit, eligible employees must elect to participate in the City’s matching contribution program during open enrollment of each year. If an employee makes a contribution to the employee’s 457 account, the City will make a matching dollar for dollar contribution on a per-pay-period basis., if an employee makes a contribution to the employee’s 457 account, the City will make a matching dollar for dollar contribution on a per-pay-period basis up to a maximum of one thousand six hundred dollars ($1,600) per year. (Amended 2025). Effective July 1, 2026, if an employee makes a contribution to the employee’s 457 account, the City will make a matching dollar for dollar contribution on a per-pay-period basis up to a maximum of one thousand seven hundred and fifty dollars ($1,750) per year. Effective 1, 2027, if an employee makes a contribution to the employee’s 457 account, the City will make a matching dollar for dollar contribution on a per-pay-period basis up to a maximum of one thousand nine hundred and fifty dollars ($1,950) per year.
VII. MEAL
7.1 If an employee is required to work two (2) or more hours before regular starting time, the City will provide such employee with a meal. If an employee is required to work more than six (6) hours before regular starting time, the City will provide such employee with two (2) meals. If an employee is called in on an emergency call out more than two (2) hours before regular starting time, the City will further provide such employee with lunch. If the City requires an employee to perform work for one and one-half (1 ½) hours beyond regular quitting time, the City will provide such employee with a meal and shall continue to provide meals at four (4) hour intervals until the employee is dismissed from work. The cost of such meals and the time taken to consume them shall be at the city’s expense, and shall be taken at a restaurant acceptable to the City and employees, within the City limits unless no restaurant is open at the time provided for meals to be taken. Meal expense limits are established by the City’s Administrative Policy regarding City Paid Meals and Per Diem.
Employees who elect not to take the overtime meal shall receive one hour’s pay at the current overtime rate, in lieu of the meal. (Amended 7/1/81, Amended 7/1/00, Amended 7/1/04, Amended 9/5/06)
7.2 When an employee in a physical position is required to work on non-work days the City will provide meals at intervals of four (4) hours; the first meal shall be four (4) hours after employee reports to work.
7.3 When an employee in a clerical position is required to work extended hours for special projects, such as during the financial audit, budget preparation, and year-end-close, the City will provide such employees with a meal.
VIII. PAYMENT FOR TRAVEL
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Employees who attend authorized meetings, classes, and seminars, will be paid for travel time, after a total of one hour’s travel on any given day at the appropriate overtime rate of pay, provided that the actual time traveled is outside the employee’s regular work hours. (Added 7/1/88) IX. EDUCATIONAL REIMBURSEMENT
9.1 Both the City and Local 1245, IBEW encourage and support educational and training programs that provide full-time employees the opportunity for personal career development in areas directly related to his/her work. The City will provide reimbursement for courses approved by the City Manager or his designee. The employee shall submit a request in writing stating the course outline and how the course will help on the employee’s job and benefit the City. This written request shall be submitted and approved in writing prior to the start of the course. The classes will be taken on the employee’s own time.
9.2 Students/employees who receive a “C” grade or better, or, where letter grades are not given, an employee who successfully passes the course, shall be reimbursed for tuition, fees and material costs directly related to the approved course. Beginning with fiscal year 2025-26, the annual amount for education reimbursement will increase to $5,000 per school year, with City Manager approval.
9.3 If the student/employee leaves the employment of the City within one calendar year of having received such benefit, the employee will pay back to the City three-quarters (3/4) of said semester/quarter reimbursement. If the student/employee leaves the employment of the City within two calendar years of having received such benefit, the employee will pay back to the City onehalf (1/2) of said semester/quarter reimbursement. Such amount to be deducted from final paycheck.
9.4 At the time of enrollment, the employee shall sign an agreement to abide by the provisions of paragraphs 9.2 and 9.3. (Added 7/1/00)
X. MILEAGE REIMBURSEMENT
Employees shall receive mileage reimbursement for use of their private vehicle for City business at the maximum mileage reimbursement rate allowed by the IRS. (Amended 7/1/86, Amended 7/1/97) XI. TOOL REIMBURSEMENT
Mechanics will receive a tool reimbursement of $400 per year, payable at the beginning of the fiscal year.
Beginning with fiscal year 2015/2016, tool reimbursement will change to a tool allowance of $475 per year, payable at the beginning each fiscal year. (Amended 7/1/14) XII. BILINGUAL PAY INCENTIVE
12.1 Any Employee who is certified bilingual in Spanish shall receive additional compensation at the rate of $150.00 per calendar month. Any employee who is certified fluent in Spanish shall receive additional compensation at the rate of $200.00 per calendar month. For purposes of payroll, bilingual incentive will be paid at an hourly rate.
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Bilingual is defined as being able to understand and speak the Spanish language. Fluent is defined as being able to understand, speak, read, and write in the Spanish language. Qualification for this extra compensation must be proved by certification. Such a certification program to determine standards for each of these levels of fluency shall be developed by the City in cooperation with Local 1245, IBEW within six months of ratification but no later than June 1, 2018. Employees receiving the bilingual pay incentive are required to assist the City in translation services as requested. (Amended 2022)
12.2 Qualifications for this extra compensation may be proven by certification; however, the City may waive this certification requirement if it is otherwise satisfied as to the bilingual qualifications.
Employees receiving bilingual incentive may be tested for recertification on an annual basis.
XIII. HOLIDAYS
13.1 Holidays with pay for all regular employees shall be as follows:
New Year’s Day - January 1st
Martin Luther King’s Birthday - 2nd Monday in January
Washington’s Birthday - 3rd Monday in February
Memorial Day - Last Monday in May
Juneteenth - June 19th (Added 2022)
Independence Day - July 4th
Labor Day - First Monday in September
Veteran’s Day - November 11th
Thanksgiving Day - Last Thursday in November
Work Holiday - Day after Thanksgiving
Christmas Eve Day - December 24th
Christmas Day - December 25th
New Year’s Eve Day - December 31st
13.2 When any of the above holidays fall on a Sunday, the next work day following shall be observed as the holiday. When any of the above holidays fall on a Saturday, the work day preceding shall be observed as the holiday.
13.3 If a holiday falls on a regular employee’s non-work day, he/she shall be entitled to have one (1) additional work day off with pay. The “work-day” hours shall be consistent with the hours that would have actually been worked by the employee on the day the holiday falls. Such day shall be scheduled in conjunction with the employee’s next scheduled vacation under the provisions of Article XIII except that such day may be taken prior to his/her next scheduled vacation with the approval of the supervisor in charge. (Amended 2017)
13.4 An employee who is required to work on a holiday in accordance with his/her regular schedule, shall in addition to his/her holiday pay be entitled to compensation at the overtime rate of pay for the shift or work period involved.
13.5 If a holiday falls on a regular employee’s work day, for employees who work an alternative work schedule commonly known as “9/80”, the employee shall receive nine (9) hours holiday pay unless the holiday falls on a day in which they would have been scheduled eight (8) hours as part of the 9/80 work schedule.
XIV. VACATION LEAVE
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14.1 Accrual. For purposes of this section, when a part-time employee obtains permanent status, continuous employment includes full-time “temporary” time worked. Employees shall accrue vacation leave as follows:
Length of Hours Accrued Annual
Continuous Service Bi-weekly Equivalents
0-2 years 3.08 10
2+-5 years 3.69 12
5+-10 years 4.62 15
10+-15 years 5.54 18
15+-20 years 6.15 20
20+-25 years 7.07 23
25+ years 7.69 25 (Amended 7/1/00)
14.2 Scheduling. To prevent undue interference with the proper and economic rendition of service to the public, the City may designate a reasonable number of employees within a department who may be on vacation at one time. Vacation leave must receive prior approval by the employee’s department head/supervisor. In the event that more employees than the number designated request vacation for any given day, preference will be given to employees in order of their service with the City with respect to requests made prior to April 1st, and in the order vacation requests are received thereafter.
An employee may defer his/her vacation in one year and add it to his/her vacation in the next following year. In no event shall an employee defer his/her vacation longer than one (1) year, or be permitted to take more than the total of two (2) vacation periods in any one vacation year. If an employee defers his/her vacation under the provisions of this section, he/she shall take it at the convenience of the City and at such time not to interfere with the regular vacation schedules of other employees.
14.3 Pay Upon Separation. Employees separating from the City service, shall be paid at their current hourly salary rate for all unused accrued vacation hours. No such payment shall be made for vacation hours accumulated contrary to the provisions of these sections. Such payment not to exceed the maximum permissible accrual amount of two times the annual accrual rate.
14.4 Election to Cash-out Future Vacation Accruals: An employee may request a cash-out of certain amounts of vacation the employee will accrue in the next calendar year if he/she has a vacation bank of at least 120 hours and has used at least 40 hours vacation within the previous 12 months.
Such requests must be approved by the City Manager.
Effective December 2021, and during the month of December of each year thereafter, there will be an irrevocable election period during which each bargaining unit member may make an irrevocable election to cash out certain vacation that will be accrued during the following year (the “cash-out year”) on the form prescribed by Human Resources. The number of hours that the bargaining unit member intends to cash out must be indicated at that time. Failure to timely submit a properly completed irrevocable election form shall be the same as making no election.
Such requests must be approved by the City Manager.
The cash-out of future vacation accruals is subject to the following conditions:
• An employee must have a minimum balance of one hundred twenty (120) hours of accrued vacation at the time of election.
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• An employee must have used at least forty (40) hours of vacation for actual time off from work during the twelve (12) month period preceding the election. • Any vacation time actually taken by the employee during the cash-out year will be subtracted first from any carryover hours which existed at the end of the prior year and then from vacation hours accrued in the current year for which no election has been made. • An irrevocable election form must be received and accepted by payroll no later than December 31st for the following calendar year.
• The election to cash-out leave hours in each designated year will be irrevocable and will only apply to the upcoming calendar year. This means that employees who elect to cashout leave hours must cash out the number of accrued hours pre-designated on the election form. The amount of accrual hours designated for cash-out cannot be increased or decreased at the time of cash-out.
• In no event will a cash out payment exceed the value of hours the employee has actually accrued for the period of time between January 1 and the distribution date in any given year.
• All distributions shall be made by separate payroll document whether traditional paper check or electronic direct deposit the first full pay period in either June or December following accrual of the hours designated for cash out.
Employees may sell vacation as described herein for the purposes of donating the proceeds to other employee(s) experiencing issues including but not limited to medical emergencies, (including a medical condition of a family member), an employee’s death or to an employee upon the death of his/her spouse, registered domestic partner or child for the purpose of relieving personal financial difficulties. however such sales must take place during the irrevocable election period described herein. (Amended 2021)
14.5 Voluntary Leave: All regular full-time Local 1245, IBEW employees may voluntarily elect to take between four (4) and forty (40) hours of voluntary leave. Voluntary leaves shall be deducted uniformly over the remaining pay period between the first full pay period following the request of voluntary leave of and the end of the fiscal year.
a) Employees shall schedule their voluntary leave hours with dates to be determined jointly by the employee and his/her affected department head or appointed designee. b) Voluntary leave must be exhausted prior to the utilization of any accrued vacation or Compensatory Time Off (CTO) leave.
c) Any voluntary leave balance shall be cashed out during the pay period that includes June 30th of each year. (Added 2017)
XV. SICK LEAVE PROVISIONS
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15.1 Accrual: Permanent full-time employees shall accrue sick leave at the rate of 3.69 hours for each bi-weekly pay period of full-time work. Such accrual shall be prorated for such employees who work less than full-time during a pay period, unless otherwise required by law.
15.2 Usage: Sick leave shall be allowed in the following circumstances:
a) Diagnosis, care, or treatment of an existing health condition of, or preventative care for, an employee or an employee’s family member.
1. For purposes of this Policy, “family member” includes a biological, adopted, or foster child, stepchild, legal ward, a child to whom the employee stands in loco parentis, or a child of a registered domestic partner, regardless of the child’s age or dependency status; a biological, adoptive, or foster sibling, parent, stepparent, or legal guardian of an employee or the employee’s spouse or registered domestic partner, or a person who stood in loco parentis when the Employee was a minor child; a spouse; a State of California registered domestic partner; a grandparent; or a grandchild.
b) For employees who are victims of domestic violence, sexual assault, or stalking, taking time off to obtain or attempt to obtain any relief, including, but not limited to, a temporary restraining order, restraining order, or other injunctive relief, to help ensure the health, safety, or welfare of the victim or his or her child.
c) For employees who are victims of domestic violence, sexual assault, or stalking, taking time off to seek medical attention for injuries caused by the domestic violence, sexual assault, or stalking; to obtain services from a domestic violence shelter, program, or rape crisis center as a result of domestic violence, sexual assault, or stalking; to obtain psychological counseling related to an experience of domestic violence, sexual assault, or stalking; and to participate in safety planning and take other actions to increase safety from future domestic violence, sexual assault, or stalking, including temporary or permanent relocation. d) The employee’s receipt of required medical or dental care or consultation which cannot be reasonably scheduled during off-duty hours.
c) Use of Sick Leave:
1. The employee must notify his/her supervisor prior to the commencement of the shift for which compensated sick leave is sought, in accordance with departmental policy.
2. Each employee on sick leave (for personal disability) must produce evidence satisfactory to the City describing the nature of the illness. Such evidence may be in the form of a personal affidavit or shall be in the form of a certification by a medical doctor if requested by a supervisor with prior notice to the employee in any of the following situations: (a) excessive sick leave usage; (b) suspected sick leave abuse; (c) absences of more than three working days; and (d) or other just cause. In the event of an extended non-industrial illness or disability, it is the employee’s responsibility, if requested by the supervisor, to provide medical reports on a scheduled basis.
If the employee is ill or disabled for more than 5 consecutive work days, the employee shall present to the City, before returning to work, a certification by a medical doctor describing the nature and extent of the illness or disability and confirming that the employee has recovered sufficiently to assume light duty, if available, or has recovered fully and is able to perform regular work without restrictions. (Amended 7/1/00) Item 6.h
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3. Each employee on sick leave for the care or medical consultation/treatment of a family member will follow the required procedures. The City reserves the right to take such reasonable action it deems necessary to confirm or verify this use of sick leave.
4. Notwithstanding the foregoing sections, the City reserves the right to take such actions as it deems necessary to confirm or verify actual illness or disability.
5. Any employee who has worked for the City for at least 12 months is entitled to 12 weeks of unpaid, job-protected leave under the Family Medical Leave Act of 1993 (FMLA) to attend to the “serious health condition” of the employee’s child, spouse or parent. Said employee may use accrued sick leave under the FMLA. Under Labor Code Section 233, and employee may use up to one half of the annual sick leave accrual to care for an “ill” child, spouse or parent. (Added 7/1/00)
15.3 Election Upon Retirement with Respect to Unused Sick Leave Credit: An employee who retires with accumulated and unused sick leave credit shall have 50% of such unused sick leave credit, up to a maximum of (800) hours for less than 30 years of service and up to a maximum of one thousand (1,000) hours for 30+ years of service, automatically converted by the employer into a dollar value based on the employee’s then existing salary (Unused Sick Leave Credit Value). The remaining 50% shall be converted to service credit for all Employees. a) Employee Elections:
The Unused Sick Leave Credit Value will be contributed by the employer to the employee’s Post-Employment Health Reimbursement Arrangement (PHRA), Retirement Account, and/or CalPERS Service Credit based on the most recent written election of the employee that was provided to the employer for this purpose in a calendar year prior to the calendar year of retirement. Such written election (Election) must be made on a form provided by the employer and will have no effect unless made and delivered to the employer in a calendar year prior to the employee’s retirement. All employee elections will be subject to the then applicable Internal Revenue Code or other applicable limits that apply to employer-initiated contributions to such plans. The employee’s Election, once made, will become irrevocable for the succeeding calendar year, but may be changed on a timely basis with respect to future calendar years. b) Plan Default
If at the time of an employee’s retirement there is no employee election on file, 100% of the Unused Sick Leave Credit will be contributed by the City to CalPERS as an automatic sick leave conversion to service credit pursuant to pension contract with the City. c) The employee’s Unused Sick Leave Credit Value may not be paid to the employee in cash or in the form of some other taxable benefit. (Amended 2021)
15.4 Sick Leave Bonus: Once an employee has accumulated sick leave hours of at least three hundred and fifty (350) hours or more, one hundred percent (100%) of their unused annual accrual, up to a maximum of 96 hours, shall be automatically converted into a cash value at the employee’s hourly rate and shall be contributed to each employee’s Post-Employment Health Reimbursement Arrangement (PHRA) plan on the first full pay period of July of each successive fiscal year (sick Item 6.h
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Leave accruals will occur pursuant Article 15.1 during the entire fiscal year) (Amended 2025), unless the employee notifies Human Resources annually of their contribution opt-out.
15.5 Concurrent Holiday and Sick Leave: If a holiday, which an employee is entitled to have off with pay, occurs while an employee is absent on sick leave, he/she shall receive pay for the holiday as such, and it shall not be counted as a day of sick leave.
XVI. LEAVE OF ABSENCE
16.1 Leaves of absence may be granted by the City, not to exceed six (6) months.
16.2 Inability to return to work due to medical necessity, after an employee’s sick leave has been exhausted, will be considered as an urgent and substantial reason and in such cases a leave of absence will be granted. A leave of absence will commence on and include the first work day on which the employee is absent without pay and terminates with and includes the work day preceding the day the employee returns to work. (Amended 7/1/86)
16.3 All applications for leave of absence shall be made in writing and the approval shall be writing.
Such approval, by the City Manager, must be made prior to the leave. The conditions under which an employee will be restored to employment on the termination of leave of absence shall be clearly stated by the City in conjunction with the granting of the leave of absence. An employee’s status as a regular employee will not be impaired by such leave of absence. If an employee fails to return immediately on the termination of his/her leave of absence or if he/she accepts other employment while on leave without consent of the City, he/she will forfeit the leave of absence and terminate his/her employment with the City. (Amended 7/1/86)
XVII. ABANDONMENT OF POSITION
Absence from duty by an employee without proper authorization in excess of five (5) continuous working days shall constitute abandonment of the position by the employee. On the fifth (5th) day of the absence, the department head shall provide written notice to the employee of the abandonment of position status.
The employee shall have five (5) days from the date of the notice to respond in writing. Should the employee fail to respond to the notice or adequately justify the reason for the failure to obtain authorization for the leave, the abandonment of position shall be considered an automatic resignation of employment with the City.
XVIII. PARENTAL LEAVE, FMLA, CFRA AND PDL LEAVES
18.1 Leaves covered by the Family Medical Leave Act (FMLA), the California Family Rights Act (CFRA), and Pregnancy Disability Leaves (PDL), will be granted in accordance with federal and state laws unless otherwise specified herein. Such leaves may be covered by a City policy intended to provide the benefits required by the applicable laws and acts, but in no case shall employees covered under this agreement suffer a loss of such benefits should such a policy become invalidated by the City.
The employee shall be entitled to utilize sick leave benefits on the same basis as other employees who are temporarily disabled due to a non-industrial illness or injury. When the employee is on a paid leave status, service credits shall continue to accrue and the City shall continue payments toward group insurance and retirement coverage.
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Upon expiration of the approved leave, the employee shall be reinstated to their former position, or to a comparable one if the former position is abolished during the period of leave and the employee would otherwise not have been laid off. Prior to the employee’s being reinstated, the department head may require a statement from the attending physician that the employee is physically capable of resuming the regular duties of their position.
An employee may, at the conclusion of their disability, request a leave of absence as provided in this Memorandum of Understanding.
18.2 Child Care Leave. A regular employee who has exhausted their maternity leave as set forth above or who has adopted a child, may apply for a leave of absence as provided in Section XV of this Memorandum of Understanding. In such case, it will be presumed that the employee has presented an urgent and substantial personal reason for such leave to be granted.
XIX. BEREAVEMENT LEAVE
A maximum of five (5) days paid bereavement leave, per occurrence, will be granted regular employees upon death or critical illness of a member of their immediate family including, father, step father, fatherin-law, mother, step mother, mother-in-law, brother, step brother, brother-in-law, sister, step sister, sisterin-law, spouse, registered domestic partner, child, step child, daughter-in-law, son-in-law, grandparents, great-grandparent or grandchild. Days need not be used concurrently. An additional day may be taken if the employee is required to travel 500 miles or more. In addition to this bereavement leave, employees will be allowed to use accrued sick leave or vacation leave requested for bereavement. (Amended 2022) XX. JURY DUTY
No deductions shall be made from the salary of any employee while the employee is on jury duty provided the employee shall reimburse the City any compensation received, less any mileage and expense allowance, received as a juror. Employees shall inform the Department Head/Supervisor of impending jury duty within two working days of receiving said order. (Amended 7/1/88) XXI. COMPENSATION FOR ILLNESS OR INJURY INCURRED IN COURSE OF
EMPLOYMENT
When an employee is compelled to be absent from their work duty due to injuries or illness arising out of or in the course of this employment, they shall be eligible for supplemental benefits for a period of ninety (90) days. Such benefits shall commence with the first day of absence immediately following the day of disability. The amount of supplemental payment payable for each day of absence shall be ninety percent (90%) of the employee’s basic weekly wage rate divided by five (5), less the sum of any payment to which they may be entitled under the Worker’s Compensation and Insurance Chapters of the State Labor Code.
If at the end of said ninety (90) days, an employee is still unable to return to work, they may use their accumulated sick leave to supplement any payment to which they may be entitled under the Worker’s Compensation and Insurance Chapters of the State Labor Code.
XXII. SAFETY
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22.1 The City desires to maintain a safe place of employment for City employees and to that end, shall make all reasonable provisions necessary for the safety of employees in the performance of their work.
In order to accomplish this, the City shall:
a) Take steps to assure that capable, responsible supervision regularly makes inspections of all operations on the job site.
b) Take adequate steps to control job hazards; both unsafe physical conditions, including methods and processes, and unsafe actions of people.
c) Assure that “toolbox” or “tailgate” safety meetings are held on all jobs in order to brief the employees on hazards connected with the work to be performed, to plan the work and to emphasize safety in the performance of the work.
e) Hold regular monthly safety meetings for the purpose of reviewing accidents and preventing their recurrence, eliminating hazardous conditions, familiarizing employees with safe work procedures and applicable State Safety Orders and providing training in first aid. Monthly safety meetings shall be a minimum of one (1) hour long. f) City management shall cooperate with the Safety Chairman in preparing an agenda for the monthly meetings.
22.2 Relative to the Electric Department, the following provisions apply:
a) As determined by the Electric Utility Director, employees will not be required to work with energized circuits during rainy weather except in extreme emergencies where there exists a threat to life or property. In the event that a disagreement arises between the employees and the City over what constitutes rainy weather, the Electric Utility Director will personally visit the work site before directing employees to work with energized circuits. During rainy weather, employees will be required to perform other miscellaneous duties in support of other City functions or may receive first aid, safety, or other training and instructions as directed by the Director. (Added 7/1/81)
b) Only qualified employees shall take clearance on electrical equipment. (Added 7/1/86)
22.3 The City at its expense shall furnish all employees who so require in order to perform their work in a safe manner safety glasses, either regular or prescription, and/or safety goggles. The City at its expense shall replace damaged safety glasses if turned into supervisor/department head. Lost glasses will be replaced once per year. (Amended 7/1/86)
22.4 The City shall provide all affected employees with protective footwear in accordance with Cal OSHA Standard §3385 and Fed OSHA standard §1910.136. (Amended 2017)
22.5 The City shall pay for employees to receive Hepatitis A and B shots. Immunizations shall be voluntary for office personnel and mandatory for field personnel, unless otherwise directed by a physician. (Amended 7/1/10)
22.6 The City, at its expense, shall furnish employees in the following classifications: Wastewater Operators, Utility Operator, Utility Operator In-Training, Park Maintenance and Utility Workers, Item 6.h
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pants and tee-shirts to wear at all times when on duty. The City shall be responsible for the normal maintenance of City supplied work clothes on a weekly basis. (Added 7/1/00; Amended 7/1/04) XXIII. DISCIPLINE
23.1 Action by City. The City may discharge, suspend, demote or reduce in salary, any permanent employee for reasons including but not limited to dishonesty, insubordination, incompetence, willful negligence, failure to perform work as required or failure to comply with or violation of the City’s rules regarding safety, conduct and operations, chronic absenteeism, misstatement of fact on an application or other personal document, falsification of records, unfitness for duty, failure to comply with the requirements of a failed drug test under the City’s Department of Transportation drug and alcohol testing program and absence without authorized leave. Any discharged, suspended or demoted employee, or an employee whose salary has been reduced for disciplinary reasons, shall be furnished the reasons for such action in writing. In the event an employee feels that the discharge, suspension, demotion or salary reduction is unjust she/he shall have the right to appeal the case through the grievance procedure within five (5) working days from the date of the actual disciplinary action. (Amended 7/1/00)
23.2 Notice of Disciplinary Action. The City shall provide the affected employee with written notice prior to taking disciplinary action, except where circumstances dictate the City taking immediate action to remove the employee from the work place. In such cases, written notice, as set forth below, shall be provided the employee within two (2) working days of the action.
In all cases, written notice of disciplinary action shall be served on the employee personally or by registered mail, return receipt, with a copy of the notice to be placed in the employee’s personnel file. The written notice shall contain the following information:
a) The type of disciplinary action.
b) The effective date of the action.
c) The reason or cause for the action.
d) That the employee shall be furnished copies of all material upon which the action is based. e) That the employee has the right to respond, either orally or in writing, to the authority initially imposing the discipline.
Except in instances where disciplinary action must be imposed immediately, the notice shall be provided the employee no later than five (5) working days before the disciplinary action is to be effective. Where immediate disciplinary action has been imposed, such action will not become final until the aforementioned notice has been provided no less than five (5) working days from the receipt of the notice to respond to the authority initially imposing the discipline.
Once the proposed disciplinary action has been imposed, the affected employee shall have the right to appeal. Such appeals shall be filed directly at the third step of the grievance procedure set forth in this Memorandum.
Probationary employees may be discharged for any reason which, in the sole opinion of the City, is just and sufficient.
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XXIV. GRIEVANCE PROCEDURE
24.1 Definition of Grievance. A grievance shall be defined as any dispute which involves the interpretation or application of any provision of this Memorandum of Understanding during its term.
24.2 Steps in Grievance Procedure.
Step 1 – An employee who has a grievance may individually or through the shop steward bring it to the attention of his/her immediate supervisor/division head within thirty (30) calendar days of the occurrence of the act which is the basis of the dispute or the date the grievant reasonably became aware, or should have reasonably become aware, whichever date is later. If the employee and the immediate supervisor/division head are unable to resolve the grievance at this step within five (5) working days of the date of the grievance is raised with the immediate supervisor, the employee shall have the right to submit a formal grievance as set forth in Step 2.
Step 2 – An employee dissatisfied with the decision of the immediate supervisor in Step 1, may submit the grievance in the manner provided below to his/her department head within seven (7) days from the date of the immediate supervisor’s decision. If the supervising officer is the department head, the written grievance shall be submitted to the Assistant City Manager. The department head shall respond to the grievance, in writing, within seven (7) working days from the date of its receipt.
a) The name of the grievant;
b) The grievant’s department and specific work site;
c) The name of the grievant’s immediate supervisor;
d) A statement of the nature of the grievance including date and place of occurrence; e) The specific provision, policy or procedure alleged to have been violated; f) The remedies sought by the grievant;
g) The name of the individual organization, if any, designated by the grievant to represent him/her in the processing of the grievance. However, in no event shall an employee organization other than the one which formally represents the position occupied by the grievant be designated as the grievant’s representative.
Step 3 – If the employee is dissatisfied with the decision of the department head in Step 2, she/he may submit the grievance to the Assistant City Manager or other designated City official within ten (10) working days from receipt of the department head’s response. The Assistant City Manager, or other designated City official, shall respond to the grievance in writing within ten (10) working days of its receipt. Within this period, the Assistant City Manager, at this discretion, may conduct an informal hearing involving the parties to the dispute.
Step 4 – If the grievance is not settled at Step 3, it shall be submitted to the State Conciliation Service for advisory arbitration. The representative of the Conciliation Service shall be selected by the parties from a panel of three (3) submitted by the State Conciliation Service and each party shall have the right to challenge one (1) name from the panel, first challenge to be determined by lot, and the remaining name shall be the advisory arbitrator. The decision of the arbitrator shall not be binding on either party but shall be advisory to the City Manager whose decision is considered final and binding.
24.3 Duty of the Arbitrator. Except when an agreed statement of facts is submitted by the parties, it shall be the duty of the arbitrator to hear and consider evidence submitted by the parties. The decision of the arbitrator shall be based solely on the interpretation of the appropriate provisions of the Item 6.h
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Memorandum of Understanding applicable to the grievance and the arbitrator shall not add to, subtract from, modify or disregard any of the terms or provisions of the agreement.
The provisions for arbitration are not intended and shall not be construed to empower an arbitrator to change any condition of employment, specifically covered by the Memorandum of Understanding or to revise, modify or alter, in any respect, any provision contained in the Memorandum.
24.4 Payment of Costs. Each party to a hearing before an arbitrator shall bear his/her own expenses in connection therewith. Either party shall have the right to a reporter’s transcript of the hearing provided that this cost is borne by the party requesting. If the other party elects to utilize a copy of the transcript, the entire costs shall be divided equally. All fees and expenses of the arbitrator shall be borne one-half by the City and one-half by the grievant.
24.5 Effective of Failure of Timely Action. It is the desire of the parties that grievances should be resolved on their merits and not for failure to meet specified time periods. However, timely resolution of grievances is also desirous, therefore:
a) Should an employee fail to file an appeal within the required time period, at Step 2, 3 or 4, the City will so notify the employee. If the employee fails to file an appeal within an additional five working days, the grievance will be considered abandoned. b) Should the City fail to respond to a grievance within the required time period, at any level, the union will so notify the appropriate supervisor/manager with a copy to the City Manager. If the City fails to respond to the grievance within an additional five working days, the grievance shall be considered resolved in favor of the employee, but will not have any precedent setting value. The time limits may be extended by mutual agreement between the representative of the employee organization and the representative of the City. (Amended 7/1/86) XXV. SENIORITY
Seniority is defined as total length of continuous service with City. In determining an employee’s seniority, the continuity of his/her service will be deemed to be broken by termination of employment by reason of:
(1) resignation; (2) discharge for cause; (3) lay-off for more than one (1) year; (4) failure to return immediately on the expiration of a leave of absence or acceptance of other employment while on leave of absence, or (5) absence without pay, without notifying the City within five (5) work days, unless a leave of absence has been obtained. Continuity of service will not be broken and seniority will accrue when an employee: (1) is inducted, enlists or is called to active service in the Armed Forces of the United States, or service in the Merchant Marines, under any Act of Congress which provides that the employee is entitled to pre-employment rights; (2) is on duty with the National Guard, (3) is absent due to industrial injury, (4) is on leave of absence, (5) is on maternity leave and (6) is absent due to layoff for a period of less than a year. (Amended 7/1/00)
XXVI. PROBATION PERIODS
26.1 Duration. All original and promotional appointments shall be tentative and subject to a probationary period of not less than six (6) months of actual service from the date of probationary appointment or promotion and may be extended by the City Manager or Department Head for a period of not to exceed an additional six months. The City shall prepare and give copies of an evaluation report to each probationary employee after the 3rd and 5th months of each probationary period.
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The probationary period of an employee who is granted a leave of absence, maternity or any other disability leave, shall be extended by the duration of the leave from the position for which probation is being served.
26.2 Rejection. The City Manager may terminate a probationary employee at any time during the probationary period without right of appeal in any manner and without recourse to the procedures provided in Section XXII-Grievance hereof, unless the employee alleges that the termination was due to discrimination prohibited by City, State or Federal Statutes or Regulations. If such discrimination is alleged, the appeal or grievance shall be decided solely on the basis of whether or not the termination was due to discrimination; and unless it is determined that there was discrimination, the person or persons hearing the appeal or grievance shall not substitute their judgment for that of the appointing authority.
26.3 Promotional Probation. An employee who previously completed the requisite probationary period and who is rejected because of subsequent probationary period for a promotional appointment, shall be reinstated to the former position from which the employee was promoted, provided that this Subsection shall not be construed so as to prohibit the City from discharging any employee during a subsequent promotional probationary period for those reasons and causes set forth in Section XXI-Discipline, of the Memorandum of Understanding.
26.4 Promotional Transfers. Employees who transfer to new position shall be required to undergo a new probationary period in the position into which transferred.
XXVII. VACANCIES
27.1 The City will post all job announcements for vacant positions subject to this MOU in-house for five (5) working days, and accept applications from any City employees. (Amended 2022) a) If one or more applicants are determined to possess the minimum qualifications for the vacant position; the following procedure may be utilized:
Option 1 the qualified employee with the greatest amount of seniority may be appointed to the position; or
Option 2 a closed examination may be conducted. Applicants will be considered in order of their total score, provided however, if two candidates are determined to be relatively equally qualified, the employee with the greatest seniority will be given preference. b) If the department head determines that it is not in the best interest of the City to utilize either Option 1 or 2 above, they may request in writing that the City Manager begin an open competitive recruitment. Such written request will be sent to those employees who applied, the employees’ Local 1245, IBEW representative and Local 1245, IBEW. Either Local 1245, IBEW representative or individual applicants may submit to the City Manager, within five working days, a written response to the department head’s memo. The City Manager will evaluate all data and, at their sole discretion, will make the determination to open or close the recruitment.
c) If a determination is made to hold a closed recruitment, then provisions of Option 2 as stated above will apply.
d) If a determination is made to hold an open, competitive recruitment, the City will appoint from the top five candidates. City services will be considered along with tests results.
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XXVIII. DEMOTION AND LAYOFF
28.1 When it becomes necessary for the City to lay off regular employees, the City will give employees involved as much notice as possible, but in no event will such employees be given less than two (2) weeks’ notice of layoff. When probationary employees are to be laid off, no notice of layoff is required. Layoff in all cases due to lack of work will be determined by an employee’s seniority. An employee whose job is being eliminated may elect to displace an employee in a lower classification, if he/she is qualified to perform the duties of the lower classification, and if his/her seniority is greater than that of the employee in the lower classification.
28.2 Regular employees who are laid off will be given preference in filling future vacancies if they keep the City advised of their current address.
28.3 The City guarantees no layoffs for Local 1245, IBEW Members during the 2012-2013 fiscal year. (Added 7/1/12)
28.4 Side letter dated 7/6/2011 regarding Engineering Aide has been incorporated into this MOU with the understanding that # 7 of the side letter is no longer in force or effect.
28.5 Should, during the term of this extension, July 1, 2020 – June 30, 2022, it become necessary for the City to lay off regular employees for financial reasons, the City shall meet and confer upon the request of the Union to consider any proposal(s) advanced as an alternative to layoff and/or the impact of such layoff, including, but not limited to a proposal to reopen the MOU to negotiate Article XXX. UNPAID FURLOUGHS (Added 2021).
XXIX. TEMPORARY AND PART-TIME EMPLOYEES
29.1 All provisions of this Memorandum of Understanding shall apply to all full-time permanent employees within the bargaining unit unless otherwise specified herein. Any employee who works an average of thirty-five hours a week or greater for six months shall be considered a full-time employee. (Amended 2022)
29.2 Temporary, part-time and seasonal employees are not to exceed 1,000 hours worked in a year.
29.3 Regular part-time employees who work an average of 30 hours per week or greater (but less than 35 hours per week) for greater than six months shall be entitled to the following benefits:
a) Accrual of vacation and sick leave: employees who work between 30 and 35 hours will earn vacation at 63% of the full-time accrual rate and sick leave shall be earned at the rate of one (1) hour of sick leave for every thirty (30) hours worked and be allowed use of at least twentyfour (24) hours or three (3) days consistent with the “Healthy Workplace Healthy Family Act of 2014 (AB 1522)”; employees who work between 35 and 39 hours per week will earn vacation and sick leave at 87% of the full-time accrual rate. (Amended 2022) Sick leave accrual begins on the first day of employment and an employee may use accrued paid sick days beginning on the 90th day of employment. (Amended 2017) b) Holidays: when a holiday falls on a regular part-time employee’s regularly scheduled work day, they will receive compensation at the straight-time rate for the number of hours regularly worked.
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c) Health and Welfare: employees may enroll in health, dental, vision, and life insurance plans offered to full-time employees. Regular part-time employees shall pay 50% of the premium costs and the City will pay 50%.
29.4 All temporary, part-time and seasonal employees hired to full-time status will be given credit for prior service with the City of Healdsburg for the purpose of incorporating them into the Longevity/Merit Pay Plan. Prior service credit for longevity will be applied as follows:
a) Temporary, part-time and seasonal employees hired to full-time status before 7/1/2011 will be given longevity credit to their initial hire date.
b) Temporary, part-time and seasonal employees hired to full-time status on or after 7/1/2011 will be given longevity credit based on total hours worked divided by 2080 hours to determine amount of longevity service credit the employee is eligible for. Prior service credit will be used to establish the employee’s longevity date.
XXX. OUTSIDE EMPLOYMENT
No full-time employees of the City of Healdsburg shall follow any other calling or occupation or engage in any business that will tend to impair the efficiency of such employee or be incompatible with his/her position with the City or that would affect the relationship between the City, its residents and the business community. Before accepting any other position or engaging in any other business the employee will obtain the approval of this department head. If the department head finds that any particular employment violates this policy, he/she shall withhold his/her approval of such outside employment. The decision of the department head is subject to review by the City Manager at the request of the employee. The decision of the City Manager shall be final.
XXXI. NO STRIKE
31.1 Continuous and uninterrupted service by the City and its employees to the citizens and orderly collective bargaining relations between the City and its employees being essential considerations of this Agreement, Local 1245, IBEW agrees on behalf of itself and its members, individually and collectively, that there shall not be any strikes, picketing, boycotting, work stoppages, sit downs, or slowdowns or a concerted refusal to render services at any time during the term of this Agreement.
31.2 Employees shall not be entitled to any benefits or wages whatsoever while they are engaged in a strike or work stoppage.
XXXII. MANAGEMENT RIGHTS
32.1 The Management of the City and its business and the direction of its working forces are vested exclusively in the City, and this includes, but is not limited to, the following: to direct and supervise the work of its employees, to hire, promote, demote, transfer, suspend and discipline or discharge for just cause, to plan direct, and control operations, to lay off employees because of lack of work or for other legitimate reasons; to introduce new or improved methods or facilities, to maintain discipline and efficiency of employees, to establish and change production standards, determine the qualifications of employees; to regulate quality and quantity of production; and to determine the content of job descriptions, provided, however, that all of the foregoing shall be subject to the provisions of this Memorandum of Understanding. (Added 7/1/77) Item 6.h
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32.2 In the interest of economy, job security, timeliness and quality control, all City departments will make every reasonable effort to use City employees for all work. The parties explicitly recognize the benefits of a productive, motivated City work force. The City may contract out work covered under this Agreement provided: (a) such contracting out of work will not cause a lay-off of employees covered under this Agreement, or (b) all of the following conditions are met:
1. The function or functions subject to being contracted out have been part of a gain sharing program agreed upon by the City and Local 1245, IBEW for at least twelve (12) months prior to the RFP; and
2. Notification has been given to Local 1245, IBEW and the City’s intent to submit a RFP at least thirty (30) days prior to submission of the RFP; and
3. The RFP is based upon prevailing wage rates for Sonoma County in the area of discipline for which the contract is to be let; and
4. If there are qualified bids that are at least 10% lower than the projected cost to the City of performing the functions in question with City employees, the affected employee or employees and Local 1245, IBEW will be given six (6) months in which to reduce the projected cost to the City of performing the function in question with City employees to 110% of the qualified bid, while meeting all requirements of bid; and
5. If work is contracted out under this subsection, any employee who does not affect a displacement pursuant to Section 27.1 of this Agreement and is laid off will be paid a Severance Allowance in an amount equal to two weeks’ pay for five to nine years of service; four weeks’ pay for ten to fourteen years of service; six weeks’ pay for fifteen years or more of service. (Added 7/1/95)
XXXIII. WAIVER AND FINALITY
The provisions set forth above are final, and no change or modification shall be offered, urged or otherwise presented by Local 1245, IBEW, prior to June 2013, provided, however, that nothing herein shall prevent the Local 1245, IBEW and the City Manager from meeting and conferring and making modifications here by mutual consent. (Added 12/4/78, Amended 7/1/79 and 7/1/80) XXXIV. SEPARABILITY
In the event that any provision of this Memorandum of Understanding is declared by a Court of competent jurisdiction to be illegal or unenforceable that provision of this Memorandum of Understanding shall be null and void, but such nullification shall not affect any other provisions of this Memorandum of Understanding, all of which other provisions shall remain in full force and effect. (Added 12/4/78) XXXV. DURATION
35.1 The foregoing “Rules Governing Employment Conditions, Salaries Benefits for Employees of the City of Healdsburg Represented by Local 1245, IBEW”, shall take effect upon their adoption by the City Council of the City of Healdsburg and shall remain in effect unless changed by the City Council in accordance with the meet and confer provisions of the Government Code of the State of California.
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35.2 The City shall not, during the life of this agreement, abrogate or change any condition of employment within the scope of the meet and confer process unless provided for within agreement or without first meeting and conferring in good faith.
35.3 It is the intent of the parties to commence negotiations no later than 90 calendar days prior to the expiration date of the current MOU. Once either party has made a request to commence negotiations the parties agree to meet no later than 60 calendar days prior to the expiration date of the current MOU.
35.4 Because of time restraints in compiling, reviewing and adopting the annual budget, every effort will be made to conclude meet and confer sessions prior to the last Monday in May of each year.
35.5 This Memorandum of Understanding shall be effective July 1, 2025, and shall remain in full force and effect up to and including June 30, 2028. By written agreement, the parties may at any time during the life of this Memorandum of Understanding open negotiations on any issue and may substitute new agreements for any provision of the Memorandum. (Amended 2025) XXXVI. RATIFICATION
The designated representatives of the City of Healdsburg and Local Union 1245, International Brotherhood of Electrical Workers having met and conferred in good faith regarding wages, hours, and other terms and conditions of employment, submit the following amendments to the “Rules Governing Employment Conditions, Salaries and Benefits for Employees of the City of Healdsburg represented by Local 1245 IBEW” to the City Council of the City of Healdsburg for its determination with the recommendation that they be adopted.
Signed this _____________, 2025 by the following persons:
City of Healdsburg Designated Representatives - Local Union 1245, IBEW ____________________________________ ____________________________________________ Jeff Kay, City Manager Robert Dean, Business Manager
____________________________________________
Kim Camatti, I.B.E.W. Business Representative
____________________________________________
Jason Hageman, Shop Steward
____________________________________________
Scott Mann, Shop Steward
____________________________________________
Ethan Cottrell, Shop Steward
____________________________________________
John Sanneman, Shop Steward
Approved by City Council Resolution No. __-2022.
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EXHIBIT A
Effective Date 7/1/2022
INT'L BROTHERHOOD OF ELECTRICAL WORKERS
(LOCAL 1245, IBEW)
A step B step C step D step E step
Accounting Assistant I $4,517.05 $4,742.91 $4,980.06 $5,229.07 $5,490.51 Accounting Assistant II $4,950.40 $5,210.10 $5,468.37 $5,747.56 $6,039.80 Accounting Technician $5,747.56 $6,039.80 $6,348.68 $6,671.81 $7,012.78 Administrative Technician $6,348.68 $6,671.82 $7,012.77 $7,370.36 $7,745.77 Assistant Planner $6,246.68 $6,559.01 $6,886.97 $7,231.32 $7,592.88 Building Inspector I $7,082.87 $7,444.02 $7,824.18 $8,223.34 $8,642.71 Building Inspector II $7,518.86 $7,902.59 $8,305.33 $8,728.24 $9,173.75 Building Maintenance Technician I $5,040.91 $5,292.96 $5,557.61 $5,835.48 $6,127.25 Building Maintenance Technician II $5,523.02 $5,804.57 $6,100.39 $6,411.64 $6,739.53 Development Services Technician I $5,796.40 $6,086.22 $6,390.53 $6,710.06 $7,045.56 Development Services Technician II $6,348.68 $6,671.82 $7,012.77 $7,370.36 $7,745.77 Electric Engineering Technician I $7,480.84 $7,855.07 $8,248.29 $8,660.54 $9,094.16 Electric Engineering Technician II $7,863.38 $8,256.61 $8,670.03 $9,103.66 $9,558.66 Electric Coordinator/Inspector $8,055.99 $8,458.79 $8,881.72 $9,325.82 $9,792.10 Electric Line Foreman $10,758.47 $11,296.40 $11,861.20 $12,454.27 $13,076.98 Electric Materials Technician $6,765.61 $7,103.89 $7,459.08 $7,832.02 $8,223.63 Electric Meter Technician $8,264.93 $8,678.35 $9,111.97 $9,568.17 $10,046.93 Electric Meter Technician- Apprentice $6,566.14 $6,894.45 $7,239.17 $7,601.13 $7,981.19 Engineering Technician $6,348.68 $6,671.82 $7,012.77 $7,370.36 $7,745.77 Facility Worker $4,526.29 $4,756.76 $5,000.30 $5,254.54 $5,523.02 Fleet Mechanic $6,942.69 $7,297.89 $7,669.74 $8,060.58 $8,471.64 ReGeographic Information System Technician $7,118.51 $7,474.91 $7,849.13 $8,241.17 $8,653.40 Industrial Electrician $8,552.87 $8,980.51 $9,429.52 $9,901.01 $10,396.06 Industrial Mechanic $6,977.13 $7,326.40 $7,692.31 $8,077.22 $8,481.14 Instrumentation Technician $8,552.87 $8,980.51 $9,429.52 $9,901.01 $10,396.06 Information Technology Engineering Specialist $7,012.29 $7,362.91 $7,731.06 $8,117.61 $8,523.49 Laboratory Analyst $7,147.15 $7,504.52 $7,879.74 $8,273.72 $8,687.41 Lineworker/Troubleshooter $9,737.09 $10,223.95 $10,735.14 $11,271.90 $11,835.48 Lineworker/Troubleshooter Apprentice $7,076.22 $7,430.04 $7,801.53 $8,191.60 $8,601.18 Mechanic - Equipment Service Writer $7,981.00 $8,388.48 $8,816.16 $9,265.22 $9,738.04 Office Assistant I $4,383.89 $4,603.08 $4,833.23 $5,074.90 $5,328.64 Office Assistant II $4,804.28 $5,050.20 $5,307.99 $5,577.67 $5,863.98 Park Maintenance Worker I $4,950.40 $5,203.45 $5,468.37 $5,747.56 $6,039.80 Park Maintenance Worker II $5,413.73 $5,690.53 $5,980.41 $6,285.72 $6,606.48 Park Maintenance Foreman $6,100.39 $6,411.64 $6,739.53 $7,082.87 $7,444.02 Payroll Technician $6,348.68 $6,671.82 $7,012.77 $7,370.36 $7,745.77 Item 6.h
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Public Works and Utilities Materials Technician $6,100.39 $6,411.64 $6,739.53 $7,082.87 $7,444.02 Public Works Field Technician $7,082.87 $7,444.02 $7,824.18 $8,223.34 $8,642.71 Public Works Inspector $7,082.87 $7,444.02 $7,824.18 $8,223.34 $8,642.71 Recreation Coordinator I $4,340.38 $4,557.38 $4,785.27 $5,024.53 $5,275.75 Recreation Coordinator II $4,795.67 $5,035.44 $5,287.20 $5,551.58 $5,829.15 Senior Accounting Assistant $5,468.37 $5,747.56 $6,039.80 $6,348.68 $6,671.82 Senior Building Inspector $8,728.24 $9,173.75 $9,641.82 $10,133.66 $10,650.55 Senior Electric Engineering Technician $9,263.35 $9,726.53 $10,212.86 $10,723.49 $11,259.67 Senior Laboratory Analyst $7,896.87 $8,291.71 $8,706.29 $9,141.61 $9,598.69 Senior Public Works Inspector $8,728.24 $9,173.75 $9,641.82 $10,133.66 $10,650.44 Utility Conservation Analyst $7,818.47 $8,209.41 $8,619.87 $9,050.87 $9,503.41 Utility Maintenance Foreman $6,404.41 $6,724.65 $7,060.88 $7,413.81 $7,784.63 Utility Operator $7,824.18 $8,223.34 $8,642.71 $9,083.46 $9,546.78 Utility Worker I $4,950.40 $5,210.10 $5,468.37 $5,747.56 $6,039.80 Utility Worker II $5,796.40 $6,086.22 $6,390.53 $6,710.06 $7,045.56 Wastewater Operations Foreman $8,642.71 $9,083.46 $9,546.78 $10,033.87 $10,545.89 Water Operations Foreman $8,642.71 $9,083.46 $9,546.78 $10,033.87 $10,545.89 This salary schedule is for information purposes only. Employees should refer to the Council-approved Salary Schedule as posted online.
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CITY OF HEALDSBURG
CITY COUNCIL/REDEVELOPMENT SUCCESSOR AGENCY
REGULAR MEETING MINUTES
February 3, 2025
CITY HALL COUNCIL CHAMBER
401 Grove Street, Healdsburg
.
CALL TO ORDER/ROLL CALL
Mayor/Chairperson Mitchell called to order the concurrent meeting of the City Council and Redevelopment Successor Agency of the City of Healdsburg at 6:00 p.m. with the following Council Members present:
Present: Council Members/: Edwards, Hagele, Kelley, and Mayor Mitchell Board Members
Absent: Council Members/: Herrod
Board Members
APPROVAL OF AGENDA
On a motion by Councilmember Kelley, seconded by Councilmember Hagele, approved the February 3, 2025, City Council and Redevelopment Successor Agency meeting agenda as submitted. The motion carried on a voice vote with Vice Mayor Herrod noted as absent. (Ayes 4, Noes 0, Absent – Herrod)
REPORT ON CLOSED SESSION
None.
ANNOUNCEMENTS/PRESENTATIONS – PROCLAMATION DECLARING
FEBRUARY 2025 AS BLACK HISTORY MONTH
Mayor Mitchell with Council concurrence issued a Proclamation declaring February 2025 as Black History Month in the City of Healdsburg.
Rena Charles, Rena Charles Art Gallery thanked the Council for the Proclamation and provided information on her business in Healdsburg.
ANNOUNCEMENTS/PRESENTATIONS – MARIN SONOMA MOSQUITO AND
VECTOR CONTROL DISTRICT PRESENTATION
Peter Bonkrude, District Manager for the Marins Sonoma Mosquito and Vector Control District (District) provided background information on what the District does, the programs and services Item 6.i
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offered by the District, reviewed different types of mosquitos and how mosquitos are inventoried in Marin and Sonoma Counties.
Mr. Bonkrude further reviewed the disease activity in mosquitos in 2024, the tick testing and rodent programs offered by the District, the invasive mosquito species that have moved into California and the emerging technology to assist in mosquito control.
In response to Mayor Mitchell’s inquiry, Mr. Bonkrude provided information on the most vulnerable population to the diseases mosquitoes carry.
CITY MANAGER REPORTS
City Manager Kay provided an update on the atmospheric river Healdsburg is currently experiencing and noted there is one week left to submit maps to be considered at the next public hearing on District Elections.
PUBLIC COMMENTS ON ITEMS ON THE CONSENT CALENDAR AND NON
AGENDA ITEMS
Rena Charles announced the revival of the Art Walk in Healdsburg and announced she would be reaching out to the leaders in the community to help garner some support for the Art Walk.
CONSENT CALENDAR
On a motion by Councilmember Kelley, seconded by Councilmember Edwards, approved the Consent Calendar as follows:
A. RECEIVE THE MONTHLY INVESTMENT REPORT FOR DECEMBER 2024 By motion, received and approved the Monthly Treasurer’s Investment Report for December 2024. (Ayes 4, Noes 0, Absent - Herrod)
B. APPROVAL OF DISBURSEMENT REPORT FOR WITHDRAWALS DURING THE MONTH OF DECEMBER 2024
By motion, approved the Disbursement Report for December 2024. (Ayes 4, Noes 0, Absent - Herrod)
C. APPROVAL OF MINUTES
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By motion approved the February 5, 2024 Regular Meeting Minutes, the February 20, 2024 Regular Meeting Minutes and the March 4, 2024 Regular Meeting Minutes. (Ayes 4, Noes 0, Absent – Herrod)
D. MEASURE H FUNDING AGREEMENT BETWEEN THE COUNTY OF SONOMA
AND THE CITY OF HEALDSBURG
Adopted Resolution No. 7-2025 titled, “A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF HEALDSBURG APPROVING THE MEASURE H FUNDING
AGREEMENT BETWEEN THE COUNTY OF SONOMA AND THE CITY OF
HEALDSBURG.” (Ayes 4, Noes 0, Absent – Herrod)
The motion to approve the Consent Calendar as above carried on a voice vote with Vice Mayor Herrod noted as absent. (Ayes 4, Noes 0, Absent – Herrod)
PUBLIC HEARINGS
None.
OLD BUSINESS – PROFESSIONAL SERVICES AGREEMENT WITH BRELJE AND
RACE CONSULTING ENGINEERS
Principal Engineer Clay Thistle stated the action this evening was to adopt a resolution approving a Professional Services Agreement with Brelje and Race Consulting for design services for the March Avenue reconstruction project. Engineer Thistle provided background information on current condition of March Avenue, how Brelje and Race were selected as the consultants to complete the design of March Avenue and reviewed the fiscal impact of the project.
In response to Council’s inquiries, Engineer Thistle provided information on how the project relates to the Active Transportation Plan, the improvements included in the plan, how the Go Sonoma funding would be utilized in this project, how residents would be notified and City Manager Kay provided information on the potential for a public outreach meeting.
Public Comment
Ted Calvert expressed a desire to see a protected bike lane along March Avenue.
Mark McMullen encouraged the Council to include Art in the March Avenue project.
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Judy Fujita expressed support to prioritize Action Transportation infrastructure, safer streets, including a protected bike lane along March Avenue and conducting a community outreach meeting.
Council Comments
Councilmember Kelley expressed a desire to see the City host a community meeting to gather feedback on the potential improvements.
Councilmember Edwards commented on the timeline.
Councilmember Hagele was supportive of conducting a public meeting to inform residents of what is happening and building parking protected bike lanes.
Mayor Mitchell expressed support to see the March Avenue project move forward.
On a motion by Councilmember Hagele, seconded by Councilmember Kelley, adopted Resolution No. 8-2025, titled “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH
BRELJE AND RACE CONSULTING ENGINEERS IN THE NOT-TO-EXCEED AMOUNT OF $255,700 TO PROVIDE ENGINEERING DESIGN SERVICES FOR THE MARCH
AVENUE RECONSTRUCTION AND PEDESTRIAN UPGRADE PROJECT AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT ON THE CITY’S BEHALF.” The motion carried on a roll call vote, with Vice Mayor Herrod noted as absent. (Ayes 4, Noes 0, Absent – None)
OLD BUSINESS – DISCUSSION OF POTENTIAL USE(S) OF REVENUES GAINED
THROUGH THE SALE OF RENEWABLE ENERGY CREDIT (RECS)
Utilities Director Crowley stated the action this evening was to provide direction to city staff regarding the use(s) and project objectives for revenue gained through the sale of Renewable Energy Credits (RECs). Director Crowley provided background information on renewable energy, how renewable energy credits are collected and the option to sell the City’s excess renewable energy credits.
Director Crowley reviewed the goals and outcomes of the community survey conducted on RECs as well as potential projects including undergrounding city electric lines, local renewable energy, low-income utility bill reductions, summarized current existing energy programs and noted the direction staff is seeking on this item.
In response to Council’s inquiries, Director Crowley provided information on public safety power shutoff’s (PSPS) conducted in Healdsburg, how the City could assist local residents with Item 6.i
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transitioning to cleaner energy sources, what the REC sale money could be used on, undergrounding utilities, implementing a battery storage system and what the floating solar system produces in energy. Director Crowley further reviewed what support city staff could provide to multi-family housing units in writing grants and project management, and what Federal grant funding is available to the City.
There were no public comments on this item.
Council Comments
Councilmember Hagele was supportive of directing staff to explore moving forward with battery storage, undergrounding utilities and software upgrades.
Councilmember Kelley was supportive of moving forward with battery storage and undergrounding utilities on Healdsburg Avenue.
Councilmember Edwards was supportive of moving forward with software upgrades.
Mayor Mitchell was supportive of moving forward with battery backup storage and looking into undergrounding utilities.
OLD BUSINESS – FISCAL YEAR 2024-25 MID-YEAR CITY COUNCIL GOAL UPDATE
City Manager Kay provided a brief introduction of the mid-year goal update, noting the Strategic Initiatives that were adopted as part of the Strategic Plan are the framework for the FY 2024-25 City Council goals.
City Manager Kay summarized the mid-year update in each of the Council goals, as follows:
Strategic Initiative 01: Policies and Programs to Promote Economic Diversity and Sustainable Growth
• Goal: Housing Element Implementation Land Use Code Updates.
Updates include:
o Preparing objective design standards
o Reviewing parking requirements
o Updating the City’s Density Bonus Ordinance to conform to current Law o Updating the code to reflect changes in State ADU law. • Amend the Scope of Services of the Chamber of Commerce Agreement:
o Complete. The City has entered into a new Contract with the Chamber with an amended scope.
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Strategic Initiative 02: Environmental Stewardship
• Postal Fleet Electrification White Paper
o The Electric Department has completed the white paper on electrifying the USPS fleet. The analysis has been shared with the offices of our Federal representatives so that they can assist with developing pilot programs or partnerships as opportunities emerge.
Strategic Initiative 03: Affordable Housing
• Housing Element Work Group (HEWG)
o The HEWG has progressed on their scope of work, including expanded responsibilities. The Housing Trust is the final item on the HEWG scope of work and will be presented to the City Council.
• Saggio Hills Affordable Housing
o This project is partially funded and is waiting for confirmation for the final funding source to complete the project financing. Groundbreaking for Phase 1 is anticipated for mid-2025.
• 155 Dry Creek Affordable Housing
o This project is partially funded and is waiting for confirmation for the final funding source to complete the project financing. Groundbreaking is anticipated for mid-2025.
• Consider Strengthening and Expanding the Local Preference Policy o Housing Staff is researching available options to strengthen and expand the Local Preference Policy. A summary of this analysis will be provided to the City Council in the next few months.
• Identify City-Owned Land for Housing Production
o The City Council received a presentation on January 21, 2025, on City-Owned Land for housing production.
• Consider Possible Amendments to the Growth Management Ordinance o Measure O was defeated in November.
Strategic Initiative 04: Infrastructure and Facilities
• Library Upgrades
o Library renovations are currently underway and on schedule. The temporary mini library continues to operate smoothly at the Abel De Luna Community Center. • New Fire Substation:
o The City held the ribbon cutting for the Fire Substation in early December 2024. • Park Financing Plan:
o Staff brought an update on the park financing plan to Council in 2024 and received direction on project components to prioritize. Staff is working on Phase I of the project using available funds.
• Healdsburg Ave Complete Street Project:
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o Design is currently underway.
• Grove Street Neighborhood Plan:
o Design is nearing completion.
• Ward Street Neighborhood Plan:
o The Request for Proposals (RFP) for design and surveying is anticipated to be released early Spring.
• Enhanced Maintenance for LIDS:
o Public Works staff have compiled a list of private and public low impact development (LID) bulb-outs and landscaped areas to ensure all are maintained.
Several of these areas have received updated or enhanced landscaping. • Municipal Recycled Water Pipeline:
o The projection is anticipated to be completed in early February. • Aquifer Storage and Recovery (ASR) Wells:
o Passed initial CalOES review phase and grant application is now with Federal administrators. Waiting on final response from BRIC Grant to move into the final design and construction phase.
• Fitch Well Field & Dry Creek Well Field:
o Design completed and under review by the State Division of Drinking Water.
Staff is seeking grant to support the work. Funding and design now needs to consider the increased costs of PFAS filtration.
• Begin the Process of the Long-Term Visioning for the Community Center and Pool:
o The Healthcare Foundation is completing a Community Center Multicultural Wellness Center visioning process that will be presented to the Parks and Recreation Commission and City Council in Spring 2025. Recent HUSD bond approval includes funding for reconstruction of the community pool. A design process will commence in 1-2 years.
Strategic Initiative 05: Effective Governance
• Televise Council Meetings on You Tube:
o The City Council meetings are televised on You Tube, Facebook and Zoom. • Streamline Process to Watch Council Meetings:
o Beginning the process of implementing new agenda management software which will help to streamline the process of logging on to watch meetings.
Strategic Initiative 06: Public Health and Safety
• Implement Community Wildfire Protection Plan:
o Facilitated and supported the grant application process in partnership with Russian River Keeper (RRK), resulting in grant funding for Arundo removal from just west of Memorial Bridge around Fitch Mountain.
• Fire Fuels Reduction:
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o Successfully treated the Fitch Mountain Open Space Preserve, Healdsburg Ridge Open Space Preserve, and various infrastructure locations within the City of Healdsburg, including the Gauntlett Reservoir. Treatments included grazing by sheep and goats, prescription pile and broadcast burns, mechanical mastication, and the utilization of hand crews.
Strategic Initiative 07: Community Services
• Arts and Culture Master Plan Implementation:
o The City Council recently formed the Arts and Culture Commission, and the City hired an Arts and Culture Program Administrator to assist with implementing the Master Plan.
• City-HUSD Joint Use Agreement:
o City and HUSD staff have conducted preliminary conversations about renewing the agreement. Additional work is anticipated in conjunction with future discussions about the Swim Center renovation.
• Foley Family Community Pavilion:
o Progress continues on the Foley Family Community Pavilion project. The project is on track to be completed this summer.
• Villa Chanticleer Capital Replacement Plan:
o The City continues to make numerous repairs and enhancements to the property although a need remains for a long-term plan to guide future efforts. • Saggio Hills Park Development:
o CEQA has been completed for Laura Fish Somersal Park. Phase 1 Design is underway with construction bidding anticipated in late 2025. • Badger Park Redevelopment:
o Staff and the environmental consultant are completing the draft Mitigated Negative Declaration report as part of the CEQA process. City Council is anticipated to review the report in Spring 2025.
• Saggio Hills Park Naming Process:
o The City Council named the future park at Saggio Hills, Laura Fish Somersal Park in late 2024.
• Hilltop Road Erosion Repairs:
o Phase 1 and Phase 2 of the repairs covered the gravel/dirt segment of Hilltop from the paved road to the summit of Fitch Mountain. Work involved re-grading the gravel and installing rolling dips and water bars to redirect water. • Consider an Arts and Culture Commission:
o Council formed the Arts and Culture Commission in 2024 and the Commission held their first meeting on January 22, 2025.
• Consider an Alternative to the 4th of July Fireworks Show:
o The City Council provided direction to continue the 4th of July Fireworks show as well as the other community events on that day.
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• Select a City Flower/Plant and/or Tree: This goal has not been started yet.
In response to Council’s inquiries, Chief Jenkins noted staff could provide information to the Senior Center on how guns may be disposed of. Community Services Director Themig provided information on the role of the City when the school district decides to redesign the pool. Housing Director Sotomayor noted staff could report back on how staff will engage the public and the Planning Commission on downtown parking requirements.
There were no public comments on this item.
NEW BUSINESS – APPOINTMENTS TO THE PARKS AND RECREATION AND
SENIOR CITIZEN ADVISORY COMMISSION
Mayor Mitchell introduced the item for discussion.
Councilmember Kelley summarized the interviews conducted for the Parks and Recreation Commission and noted Vice Mayor Herrod along with herself recommended Kristin Thwaites, Richard Halvosen and Nancy Jane Andrews to be reappointed for full three-year teams and appointing Yolanda Wang to be appointed to the two-year seats.
There were no public comments on this item.
On a motion by Councilmember Kelley seconded by Councilmember Hagele, appointed Kristin Thwaites, Richard Halvosen and Nancy Jane Andrews to be reappointed for full three-year teams due to expire January 1, 2028 and appointed Yolanda Wang to a two-year term due to expire January 1, 2027. The motion carried on a roll call vote, with Vice Mayor Herrod noted as absent. (Ayes 4, Noes 0, Absent – Herrod)
Councilmember Edwards reported he and Mayor Mitchell interviewed applicants for the Senior Citizen Advisory Commission and noted they recommend Linda Go and Ann Mansfield be appointed to full three-year terms.
There were no public comments on this item.
On a motion by Councilmember Edwards, seconded by Councilmember Kelley, appointed Linda Go and Ann Mansfield to the Senior Citizen Advisory Commission for a term of three years due to expire January 1, 2028. The motion carried on a roll call vote, with Vice Mayor Herrod noted as absent. (Ayes 4, Noes 0, Absent – Herrod)
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NEW BUSINESS – APPOINTMENTS OF THE CITY SELECTION COMMITTEE AND MAYORS AND COUNCILMEMBERS’ ASSOCIATION BOARD OF DIRECTORS City Clerk Allan introduced the item for discussion.
Following a brief discussion by Council, there was Council consensus to support Brian Barnacle, Petaluma for the Bay Area Air Quality Management District Board, Gerard Giudice, Rohnert Park for the Golden Gate Bridge, Highway & Transportation Authority, Jackie Elward, Rohnert Park for the Sonoma County Consolidated Oversight Board, Jackie Elward, Rohnert Park, North Bay Division, LOCC, Executive Board, Alex DeCarli, Petaluma for the Sonoma County Agricultural Preservation and Open Space District Citizens Advisory Committee, Ariel Kelley, Healdsburg, Janice Cader Thompson and Gerard Giudice for Sonoma Marin Area Rail Transit (SMART) Commission – SCTA Appointment and Chris Herrod, Healdsburg, Victoria Flemming, Santa Rosa and Syliva Lemus, Cotati for the Sonoma Marin Area Rail Transit (SMART) Commission – Non SCTA Appointment.
There were no public comments on this item.
COUNCIL REPORTS ON MATTERS OF INTEREST OCCURRING SINCE PREVIOUS
REGULAR MEETING/EXPENSE REIMBURSEMENT REPORTS
Councilmember Edwards reported he attended the Senior Citizen Advisory Commission meeting, reported on the end-of-life program being created and attended the District Election meeting at the Community Center.
Councilmember Kelley reported she attended a number of meetings at Sonoma State on the recent budget cuts, the crab feed at the Villa, and represented the City as the City Selection Committee in Santa Rosa.
Councilmember Hagele reported he attended the NCPA Strategic Issues conference in Sacramento and the Economic Perspective breakfast in Rohnert Park.
Mayor Mitchell reported she participated in breakfast with the Mayor at the Villa Chanticleer with the Chamber of Commerce.
WRITTEN COMMUNICATIONS
None.
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February 3, 2025
ADJOURNMENT
There being no further City Council/Redevelopment Successor Agency business to discuss, the meeting was adjourned at approximately 8:59 p.m.
APPROVED: ATTEST:
_________________________________ __________________________________ Evelyn L. Mitchell, Mayor Raina Allan, City Clerk
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CITY OF HEALDSBURG
CITY COUNCIL
SPECIAL MEETING MINUTES
February 18, 2025
CITY HALL CONFERENCE ROOM ONE
401 Grove Street, Healdsburg, CA 95448
CALL TO ORDER/ROLL CALL
Mayor Mitchell called to order the special meeting of the City Council of the City of Healdsburg at 4:35 P.M., noting that the following Councilmembers were present/absent:
Present: Councilmembers: Edwards, Hagele, Herrod, Kelley, and Mayor Mitchell
Absent: Councilmembers: None.
APPROVAL OF AGENDA
The February, 18 2025 Special Meeting Agenda as was approved by a majority of the Councilmembers present.
PUBLIC COMMENT
None.
CLOSED SESSION
The City Council recessed to meet in closed session to discuss the following:
A. Conference with Legal Counsel regarding Existing Litigation Met with Legal Counsel regarding pending litigation pursuant to Government Code Section 54956.9(d)(1). Sonoma County Superior Court case: Jon B. Eisenberg v. City of Healdsburg et al., Case No. 25CV00542.
No action was taken during or following the closed session, only direction was given to Staff.
ADJOURNMENT
There being no other business to discuss, the special meeting was adjourned at 5:50 P.M.
APPROVED: ATTEST:
__________________________________ ___________________________________ Evelyn L. Mitchell, Mayor Raina Allan, City Clerk
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CITY OF HEALDSBURG
CITY COUNCIL/REDEVELOPMENT SUCCESSOR AGENCY
REGULAR MEETING MINUTES
February 18, 2025
CITY HALL COUNCIL CHAMBER
401 Grove Street, Healdsburg
.
CALL TO ORDER/ROLL CALL
Mayor/Chairperson Mitchell called to order the concurrent meeting of the City Council and Redevelopment Successor Agency of the City of Healdsburg at 6:01 p.m. with the following Council Members present:
Present: Council Members/: Edwards, Hagele, Herrod, Kelley and Mayor Mitchell Board Members
Absent: Council Members/: None.
Board Members
APPROVAL OF AGENDA
On a motion by Councilmember Hagele, seconded by Councilmember Edwards, approved the February 18, 2025, City Council and Redevelopment Successor Agency meeting agenda as submitted. The motion carried on a unanimous roll call vote. (Ayes 5, Noes 0, Absent – None)
REPORT ON CLOSED SESSION
Mayor Mitchell reported a closed session meeting was held prior to the meeting and no reportable action was taken.
ANNOUNCEMENTS/PRESENTATIONS – SPAY/NEUTER MONTH AWARENESS
PROCLAMATION
Mayor Mitchell with Council concurrence issued a Proclamation declaring February 2025 as Spay/Neuter Awareness Month and February 25, 2025 as World Spay Day in the City of Healdsburg.
Charlotte Pearce, co-founder Dogwood Animal Rescue and Pam Ingalls, volunteer and spay/neuter coordinator for Dogwood Animal Rescue thanked the Council for the Proclamation and provided information on what Dogwood Animal Rescue does in the community.
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February 18, 2025
ANNOUNCEMENTS/PRESENTATIONS – PRESENTATION FROM THE
HEALDSBURG HIGH SCHOOL ART CLUB
Linus Lancaster, Healdsburg High School Art Teacher provided information on the Healdsburg Unified School District (HUSD) Strategic Arts Plan. Mr. Lancaster and local high school students reviewed arts projects the students are completing around the City and the work being completed around the river.
CITY MANAGER REPORTS
None.
PUBLIC HEARING – TO START AT A TIME CERTAIN OF 6:30 P.M. – THIRD
PUBLIC HEARING ON DISTRICT ELECTIONS
City Manager Kay introduced the item for discussion and provided an overview of the process for the third public hearing.
Paul Mitchell, Redistricting Partners Consultant, reviewed the items that would be covered during the presentation, the required districting criteria, and the submitted testimony received to date. Mr. Mitchell further reviewed the themes that have come up in the public maps submitted, and provided an overview of heat maps of Healdsburg.
Mr. Mitchell provided information on the three draft maps created by Redistricting Partners, and reviewed the timeline of the District Election process and what comes next in the process.
In response to Council’s inquiries, Mr. Mitchell provided information on travel contiguity, how census blocks and communities of interest operate in district elections, and options for numbers of districts. City Manager Kay provided information on managing a community of interest that may only lie in one Council district. City Clerk Allan noted only one paper map had been submitted.
Mayor Mithcell opened the public hearing.
Public Comment
Hank Skewis commented on the role of the Mayor and expressed his support for an at-large Mayor and six districts.
Jonathan Pearlman expressed a desire to see the downtown commercial zoning district be included in one district and commented on Draft Map C.
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Linda Cade expressed a desire to see an elected Mayor and commented on the process to submit maps for review.
Mark McMullen opined on the role of the Mayor and was in favor of seeing an elected Mayor.
Merrilyn Joyce commented on the process of drawing maps and the process of selecting the role of the Mayor. She opined that the process should be democratic and that voting for the Mayor would allow for more community involvement in the City and selecting leaders.
Mayor Mitchell closed the public hearing.
Council Comments
Councilmember Edwards commented on the amount of time he spent reviewing maps and information in preparation of the meeting and encouraged the Council to remember that all Councilmembers represent the entire city regardless of districts.
Councilmember Kelley opined on Draft Maps A, B, and C, and expressed her thoughts about the items of each map she liked and the adjustments to each map she would like to see.
Councilmember Kelley further opined on the level of engagement from the community on the district election process and the number of maps submitted.
Vice Mayor Herrod commented on five seats and a rotating Mayor in Healdsburg and Map ID 278352. Vice Mayor Herrod opined on why Map ID 278352 was a top choice for him.
Council discussion ensued on Map ID 278352, the positives and negatives of the map, and potential adjustments that could be made to the map to improve it.
Mayor Mitchell commented on the district election process and expressed support for an at-large Mayor with five districts, Map C, and Map ID 278352.
Councilmember Kelley commented on the role of the Mayor and expressed a desire to see five districts with a rotating Mayor. Councilmember Kelley further opined on Map ID 285161.
Mr. Mitchell provided an example of how maps could be adjusted, the data that is available when drawing maps, and the definition of the population deviation balance.
Council discussion ensued on Map ID 285161, ID 277488, Draft Map A, Draft Map C, making minor adjustments to certain areas, and creating a video for the public to learn how to make adjustments on Districtr.
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There was Council consensus to continue evaluating Draft Map A, Draft Map B, Draft Map C2, and Draft Map D at the next public hearing.
PUBLIC COMMENTS ON ITEMS ON THE CONSENT CALENDAR AND NON
AGENDA ITEMS
None.
CONSENT CALENDAR
On a motion by Councilmember Hagele, seconded by Councilmember Edwards, approved the Consent Calendar as follows:
A. AUDITED FINANCIAL STATEMENT FOR THE FISCAL YEAR ENDING JUNE 30, 2024
By motion, approved the fiscal year 2023-24 audited financial statements based on an audit performed in accordance with Government Auditing Standards. (Ayes 5, Noes 0, Absent – None)
B. LANDSCAPING AND LIGHTING ASSESSMENT DISTRICT
Adopted Resolution No. 9-2025 titled, “A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF HEALDSBURG APPOINTING COASTLAND CIVIL ENGINEERING AS THE ENGINEER OF WORK FOR THE CITY OF HEALDSBURG’S LANDSCAPING
AND LIGHTING ASSESSMENT DISTRICT AND DIRECTING THE PREPARATION OF THE ENGINEER’S REPORT FOR FISCAL YEAR 2025-26 PURSUANT TO THE LANDSCAPING AND LIGHTING ACT OF 1972.” (Ayes 5, Noes 0, Absent – None) C. AGREEMENT WITH DEVELOPMENT GROUP INC. FOR NETWORK SYSTEMS
EQUIPMENT AND INSTALLATION AT FOLEY PAVILION
Adopted Resolution No. 10-2025 titled, “A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF HEALDSBURG AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AGREEMENT WITH DEVELOPMENT GROUP, INC., IN THE AMOUNT OF $112,335.90 FOR FOLEY PAVILION NETWORK SYSTEMS EQUIPMENT AND INSTALLATION.” (Ayes 5, Noes 0, Absent – None) D. AGREEMENT WITH ESOLUTIONSONE INC. FOR SERVICE NOW SERVICE
DESK DEVELOPMENT, IMPLEMENTATION, AND AS-NEEDED SERVICES Item 6.i
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Adopted Resolution No. 11-2025 titled, “A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF HEALDSBURG AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AGREEMENT WITH ESOLUTIONSONE INC. IN THE AMOUNT OF $129,937 FOR SERVICE NOW DEVELOPMENT AND AUTHORIZING THE CITY
MANAGER TO EXECUTE A PURCHASE AGREEMENT WITH ESOLUTIONSONE INC. IN THE AMOUNT OF $50,000 AND TWO OPTIONAL ONE YEAR EXTENTIONS FOR $50,000 EACH YEAR FOR “AS-NEEDED” DEVELOPMENT SUPPORT SERVICES.” (Ayes 5, Noes 0, Absent – None)
E. APPROVAL OF MINUTES
By motion, approved the March 18, 2024 Regular Meeting Minutes and the April 1, 2024 Regular Meeting Minutes. (Ayes 5, Noes 0, Absent – None) The motion to approve the Consent Calendar as above carried on a unanimous roll call vote. (Ayes 5, Noes 0, Absent – None)
OLD BUSINESS – FISCAL YEAR 2024-25 MID-YEAR BUDGET REVIEW Finance Director Edgar stated the action this evening was to receive a presentation on the midyear financial update for fiscal year 2024-25. Director Edgar reviewed the General Fund revenues and expenditures and fund balance. Director Edgar further reviewed the Measure T fund balance, Community Services revenue and expenditures and the water fund balance.
Additionally, Director Edgar provided information on the wastewater fund balance and the electric fund balance.
In response to Mayor Mitchell’s inquiry, Director Edgar provided information on TOT revenue for September of 2024, the federal rate impacting sales tax and reimbursements on federal grants.
There were no public comments on this item.
On a motion by Councilmember Edwards, seconded by Vice Mayor Herrod, adopted Resolution No. 12-2025 titled “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HEALDSBURG AMENDING THE FISCAL YEAR 2024-25 BUDGET.” The motion carried on a unanimous roll call vote. (Ayes 5, Noes 0, Absent – None)
NEW BUSINESS
None.
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COUNCIL REPORTS ON MATTERS OF INTEREST OCCURRING SINCE PREVIOUS
REGULAR MEETING/EXPENSE REIMBURSEMENT REPORTS
Councilmember Hagele reported that he attended the Mayors and Councilmembers meeting.
Councilmember Edwards reported he attended the Mayors and Councilmembers meeting, the Generation Housing 101 meeting and watched a presentation from PG&E on the Potter Valley Dam.
Vice Mayor Herrod reported he attended the Generation Housing 101 meeting, the Mayors and Councilmembers meeting, the Steelhead festival and received an update from the Russian River Watershed Association.
Councilmember Kelley reported she attended the grand opening of the new location for Health Action and the NAACP and announced the name change of SCTA to SCTCA.
Mayor Mitchell reported she attended the Mayors and Councilmembers meeting and congratulated Councilmember Kelley on the SMART Board of Directors position.
ADJOURNMENT
There being no further City Council/Redevelopment Successor Agency business to discuss, the meeting was adjourned at approximately 9:08 p.m.
APPROVED: ATTEST:
_________________________________ __________________________________ Evelyn L. Mitchell, Mayor Raina Allan, City Clerk
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: August 18, 2025
SUBJECT: Adoption by reference Part 11 Green Building Standards Code of the 2022 California Building Standards Code Title 24 and the 2021 International Property Maintenance Code in its entirety and making local amendments to the 2022 California Building Code, the 2022 California Residential Code, the 2022 Green Building Standards Code, and the 2021 International Property Maintenance Code
PREPARED BY: Scott Duiven, Community Development Director STRATEGIC INITIATIVE(S):
- Provide Effective Governance
RECOMMENDED ACTION(S):
Pass an ordinance amending Chapter 15.04 of the Healdsburg Municipal Code and Adopt by Reference Part 11- California Green Building Standards Code (CGBSC) of the 2022 California Building Standards Code Title 24 and the 2021 International Property Maintenance Code in its Entirety and Making Local Amendments to the 2022 California Building Code, the 2022 California Residential Code, the 2022 Green Building Code, and the 2021 International Property Maintenance Code.
COMMUNITY ENGAGEMENT/OUTREACH:
A public hearing notice was published in the Press Democrat and the Healdsburg Tribune on August 7th and August 14th.
BACKGROUND:
On August 4, 2025, the City Council introduced an ordinance amending Chapter 15.04 of the Healdsburg Municipal Code and included by reference Part 11- California Green Building Standards Code (CGBSC) of the 2022 California Building Standards Code Title 24 and the 2021 International Property Maintenance Code in its Entirety and Making Local Amendments to the 2022 California Building Code, the 2022 California Residential Code, the 2022 Green Building Code, and the 2021 International Property Maintenance Code.
DISCUSSION/ANALYSIS:
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Amendments to the Healdsburg Municipal Code include:
1) Amending Title 15, Chapter 15.04 (Construction Codes). The amended language reinstates California Green Building Standards Code, Title 24, Part II 2022 edition and re-letters the remaining provisions.
2) Amending Title 15, Chapter 15.04.020 (California Building Code (CBC) Amendments).
The amended language includes a processing fee for appeals of $619.16 adjusted yearly with the City’s fee schedule.
3) Amending Title 15, Chapter 15.04.030 (California Residential Care (CRC) Amendments).
The amended language includes a processing fee for appeals of $619.16 adjusted yearly with the City’s fee schedule and increases the number of required drowning prevention safety measures from one to two.
4) Amending Title 15, Chapter 15.04.080 (California Building Standards Code Amendments). The additional language clarifies that a newly constructed building, or new construction is defined in section 15.04.020 of the Healdsburg Municipal Code. 5) Amending Title 15, Chapter 15.04.090 (International Property Maintenance Code (IPMC) Amendments). The additional language replaces appeal language to be consistent throughout Title 15.
ENVIRONMENTAL STEWARDSHIP:
The California Green Building Standards Code emphasizes sustainable building practices and reducing the overall environmental impact of buildings, while the California Energy Code focuses on energy efficiency and reducing greenhouse gas emissions.
ALTERNATIVES:
No alternatives are provided in that the requested action is the second reading of an ordinance.
FISCAL IMPACT:
The recommended action related to Healdsburg Municipal Code amendments will not result in a direct fiscal impact to the City.
ENVIRONMENTAL ANALYSIS:
The City Council finds that this Ordinance is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines because it has no potential for resulting in physical change to the environment, directly or indirectly.
ATTACHMENT(S):
City Council Ordinance
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4927-5919-2919 v4
CITY OF HEALDSBURG
ORDINANCE NO. ____
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF HEALDSBURG AMENDING CHAPTER 15.04 OF THE HEALDSBURG MUNICIPAL CODE AND ADOPTING BY REFERENCE PART 11 – CALIFORNIA GREEN
BUILDING STANDARDS CODE OF THE 2022 CALIFORNIA BUILDING STANDARDS CODE TITLE 24 AND THE 2021 INTERNATIONAL
PROPERTY MAINTENANCE CODE IN ITS ENTIRETY, AND MAKING
LOCAL AMENDMENTS TO THE 2022 CALIFORNIA BUILDING CODE, THE 2022 CALIFORNIA RESIDENTIAL CODE, THE 2022 GREEN BUILDING CODE, AND THE 2021 INTERNATIONAL PROPERTY MAINTENANCE
CODE
WHEREAS, the California Building Standards Commission adopted Title 24 of the California Code of Regulations, also referred to as the 2022 California Building Standards Code, that become effective statewide on January 1, 2023; and WHEREAS, on December 19, 2022 the City Council for the City of Healdsburg adopted Ordinance No. 1223 and thereby adopted by reference the 2022 California Building Standards Code which includes: the California Administrative Code Part 1, the California Building Code Part 2, Volumes 1&2, including Appendix Chapters B and J as amended, the California Residential Code Part 2.5, including Appendix AX as amended, the California Electrical Code Part 3 and Tables as amended, the California Mechanical Code Part 4 and Standards as amended, the California Plumbing Code Part 5 and Standards as amended, the California Energy Code Part 6, the California Historical Building Code Part 8, the California Fire Code Part 9, as amended, the California Existing Building Code Part 10 as amended, the California Referenced Standards Code Part 12, and the International Property Maintenance Code 2021 Edition as amended; and WHEREAS, California Health and Safety Code Sections 17958, 17958.5, 17958.7 and 18941.5 establish the authority for a city to adopt and make local amendments and modifications to the building standards in the California Building Standards Code to establish more restrictive building standards than those contained in the California Building Standards Code; and WHEREAS, California Health and Safety Code Sections 17958, 17958.5, 17958.7 and 18941.5 require a city, before making any amendments and modifications to the California Building Standards Code, to make an express finding that such amendments and modifications are reasonably necessary because of local climatic, geological or topographical conditions; and WHEREAS, pursuant to Ordinance No. 1223 the City Council also made the requisite findings and adopted local amendments to the 2022 California Building Code, Residential Code, Electrical Code, Mechanical Code, Plumbing Code, Existing Building Code, and the 2021 California International Code; and
WHEREAS, Assembly Bill (AB) 130 which was signed by the Governor and went into effect on June 30, 2025, among other things amended Health and Safety Code Sections 17958 and Item 7.a
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17958.7 to provide that commencing October 1, 2025 until June 1, 2031 the City cannot make changes to the California Building Standards Code that are applicable to residential units unless, certain exceptions are met, which include that the changes or modifications are substantially equivalent to changes or modifications that were previously filed by the City and were in effect as of September 30, 2025; and
WHEREAS, Government Code Section 50022.2 permits enactment of city ordinances that adopt codes or statutes, including codes of the State of California, by reference; and WHEREAS, the City desires to adopt this ordinance and adopt and incorporate by reference Part 11 – California Green Building Standards Code of the 2022 California Building Standards Code, and to make the requisite findings and adopt additional local amendments to the 2022 California Building Code, the 2022 California Residential Code, the 2022 Green Building Standards Code, and the 2021 International Property Maintenance Code; and WHEREAS, notice of this Ordinance was published in accordance with Government Code Sections 50022.3 and 6066; and such notice was sufficient to give notice to interested persons of the purpose of the ordinance and the subject matter thereof.
NOW THEREFORE, the City Council of the City of Healdsburg does ordain as follows:
SECTION 1. FINDINGS
The City Council of the City of Healdsburg finds that, to best protect the health, safety and welfare of the citizens of the City of Healdsburg, the standards of building within the city must conform to state law except where local conditions warrant more restrictive regulations.
Pursuant to Section 17958 of the California Health and Safety Code, the governing body of the City of Healdsburg, in its ordinance adopting the State Building Standards Code and uniform industry codes, may establish amendments which are more restrictive in nature than those adopted by the State of California commonly referred to as Title 24 of the California Code of Regulations.
Based on the materials presented and by the recommendation of the Building Official, the City Council further finds that it is necessary to make the procedural and administrative modifications to the California Building Standards Code and to adopt or not adopt certain appendices to the Code.
Under the provisions of Section 17958.5 of the California Health and Safety Code, local amendments shall be based on climatic, geological and topographical conditions. As such, the City Council finds and declares that the following local conditions exist:
A. Climate. The City, on average, experiences an approximate annual rainfall of 40 inches.
This rainfall can normally be expected between October and April. During the winter months, the City may experience periods of heavy rain, which causes local flooding, erosion and contributes to slope instability. Winter storms are often accompanied by high winds, which have uprooted trees and damaged power lines. The City has also experienced periods of heavy fog, which has delayed the response time for firefighting apparatus, and Item 7.a
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prevented early discovery of structure fires.
During the dry period, temperatures range from 70 degrees to over 100 degrees. These temperatures are often accompanied by a wildland-urban interface, creating a hazardous fire condition. With increased development spreading into the brush-covered foothill area, wind driven fires could have severe consequences, as has been demonstrated on several occasions throughout the State.
B. Geological. The City is susceptible to seismic hazards resulting from movement along any one of several known faults in the area. The most serious direct earthquake hazard threat is from the damage or collapse of buildings and other structures due to ground movement.
In addition to damage caused by earthquakes, there is a possibility of earthquake-induced landslides. Fire is often the major form of damage resulting from earthquakes. Most earthquake-induced fires start because of damage to gas lines, power lines or heat producing appliances. In addition, unstable slopes have been identified in the City, which present a significant potential for landslides. In the event of a major earthquake or landslide, many areas of the City may not be accessible to emergency equipment and, if bridges or roads are damaged, the City may be isolated from outside assistance.
C. Topographical. The City borders include hilly terrain on the north, east and northwest portions of the City. The roadway systems in these hills are designed around the lay of the land with respect to narrow, winding and steep access-ways. The grades of these roadways sometimes exceed 25% and road widths of less than 12 feet are not uncommon. The City is also bordered by Highway 101 and the Russian River and divided by a railroad right-ofway. The railroad, river and freeway all create barriers, which obstruct traffic patterns and delay the response time for fire equipment. The water supply within the City is also directly affected by the topographical layout. The water distribution system consists of pressure zones, which carry water by gravity from various reservoirs. Water flow within the City can vary from less than 250 gallons per minute to flows in excess of 4,000 gallons per minute. This wide variation causes major problems to development as well as to fire suppression efforts. The hilly terrain contributes to drainage, erosion and slope instability problems for development.
Summary
Because of the conditions stated above, the Healdsburg Planning & Building Department must modify and amend certain portions of the California Building Standards Code to ensure that minimum construction requirements, standards and practices are in place to protect the life and safety of the citizens of the City of Healdsburg. Because of the conditions above, the Department has determined that it is necessary to mitigate the potential damage caused by earthquakes, erosion, lot-to-lot drainage and slope instability to protect the life and safety of residents and to ensure the structural stability of new development.
As a result of the findings, as set forth in this section, which identify various climatic, geological Item 7.a
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and topographical elements, those additional requirements as specified in the amendments to the adopting ordinance supplementing and amending the codes herein are considered necessary and reasonable modifications and do not lessen, diminish or change the standards set forth within the California Building Standards Code except as authorized by law.
While it is clearly understood that the adoption of such regulations may not prevent the incidence of fire, earthquake, erosion and slope instability, the implementation of the following amendments to the Code may reduce the severity and potential of loss of life and property and are reasonably necessary because of the local climatic, geological, and topographical conditions:
Chapter or section no. Local climactic, geological or topographical conditions California Building Code (CBC)
CBC Chapter 1, section 1.8.8.3 is amended Administrative California Residential Code (CRC)
CRC Chapter 1, section 1.8.8.3 is amended Administrative CRC Appendix AX is amended A, B, C
California Green Building Standards Code (CAL Green)
CGBSC Section 202 is amended A, B, C
International Property Maintenance Code (IPMC)
IPMC Chapter 1 Part 1, section 107 is amended Administrative SECTION 2. AMENDMENTS TO CHAPTER 15.04 OF THE HEALDSBURG
MUNICIPAL CODE
Chapter 15.04 of the Healdsburg Municipal Code is hereby amended as follows:
A. Chapter 15.04, “Construction Codes” is hereby amended to add/reinstate the following:
Section:
15.04.080 2022 California Green Building Standards Code and amendments B. Section 15.04.010 of the Healdsburg Municipal Code, “Codes Adopted”, is hereby amended to:
1. Add/reinstate:
K. California Green Building Standards Code Title 24 Part 11, 2022 Edition, promulgated and published by the International Code Council; and
2. Re-letter the remaining provisions sequentially and amend as follows:
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L. California Referenced Standards Code Title 24 Part 12, 2022 Edition, promulgated and published by the International Code Council;
M. International Property Maintenance Code, 2021 Edition, promulgated and published by the International Code Council.”
C. Section 15.04.020 of the Healdsburg Municipal Code, “California Building Code (CBC) Amendments”, is hereby amended as follows:
CBC Chapter 1, Division I, Section 1.8.8.3 Appeals; is amended to add the following:
The appellant must fill out the City of Healdsburg Request for hearing form and pay an appeals processing fee of $619.16 (adjusted and posted each year in the City Fee Schedule). The appellant shall attach a written statement describing the circumstances of the appeal and include any evidence that he/she would like presented at the hearing.
The Building Official will schedule the appeal for the next available Planning Commission meeting.”
D. Section 15.04.030 of the Healdsburg Municipal Code, “California Residential Code (CRC) Amendments”, is hereby amended as follows:
1. CRC Chapter 1, Division I, Section 1.8.8.3 Appeals; is amended to add the following:
The appellant must fill out the “City of Healdsburg Request for hearing” form and pay an appeals processing fee of $619.16 (adjusted and posted each year in the City Fee Schedule).
The appellant shall attach a written statement describing the circumstances of the appeal and include any evidence that he/she would like presented at the hearing. The Building Official will schedule the appeal for the next available Planning Commission meeting.”
2. CRC Appendix AX, Section 115922.1; is added:
Barrier required for private swimming pools. The barrier shall be specifically designed to prevent unauthorized entry from adjacent private and/or public property. Every person who owns or is in possession of any land on which there is situated a private swimming pool shall secure the pool from unauthorized entry by a barrier constructed as an enclosure that meets or exceeds the requirements of CRC AX(HSC 115923). The barrier shall be in addition to two of the "seven drowning prevention safety features" required by CRC AX(HSC 115922).
3. CRC Appendix AX, Section 115922.2 Safety features required, Existing swimming pools; is added:
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“Any person who owns or is in possession of an existing swimming pool, at a private, single-family home, that does not conform to the enclosure requirements of CRC AX(HSC 115923), shall make the pool conform to the requirements of AX(HSC 115923) within ninety (90) days from this ordinance’s effective date.
Exceptions: If it is secured from unauthorized entry by a natural or artificial barrier that provides the same or a greater degree of protection than would an enclosure. An application for exception shall be filed in writing with the Building Official. The application shall contain a statement evidencing that the applicant is entitled to the exception and such other information as the Building Official may prescribe.” E. Section 15.04.080 of the Healdsburg Municipal Code, “California Building Standards Code amendments”, is amended/reinstated to read in its entirety as follows:
15.04.080 California Green Building Standards Code amendments.
Section 202, Definitions is modified by adding and amending the following definition:
NEWLY CONSTRUCTED BUILDING (or NEW CONSTRUCTION). As defined in Section
15.04.020 of the Healdsburg Municipal Code.
F. Section 15.04.090 of the Healdsburg Municipal Code, “International Property Maintenance Code (IPMC) Amendments”, is hereby amended as follows:
IPMC Chapter 1 Scope and General Requirements, Section 107 Means of Appeal is replaced with the same language as CBC Appendix B Board of Appeals Sections B101.2, B101.2.1, B101.2.2, and B101.7.
SECTION 3. NO OTHER CHANGES
Except as provided in Section 2 of this Ordinance all other provisions of Chapter 15.04 of the Healdsburg Municipal Code remain unchanged and in full force and effect.
SECTION 4. COMPLIANCE WITH CALIFORNIA ENVIRONMENTAL QUALITY ACT The City Council finds that the adoption of this Ordinance is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines because it has no potential for resulting in physical change to the environment, directly or indirectly. Even if the adoption of this Ordinance were to be determined to be a project, it would still be exempt pursuant to Section 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment).
SECTION 5. SEVERABILITY
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If any provision of this Ordinance or the application thereof to any person or circumstances is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction or preempted by state legislation, such decision or legislation shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause or phrase hereof not declared invalid or unconstitutional without regard to any such decision or preemptive legislation.
SECTION 6. EFFECTIVE DATE AND PUBLICATION
This ordinance of the City of Healdsburg shall become effective upon the date the California Building Standards Commission (CBSC) accepts the ordinance for filing. Before the expiration of fifteen (15) days after its adoption, this ordinance, or a summary thereof as provided in California Government Code Section 36933, shall be published at least once in a newspaper of general circulation published and circulated in the City of Healdsburg, along with the names of the members of the City Council voting for and against its passage.
INTRODUCED by the City Council of the City of Healdsburg on the 4th day of August 2025, and PASSED and APPROVED on the 18th day of August 2025, at a regular meeting, by the following vote:
SO ORDERED: ATTEST:
___________________________________ ________________________________________ Evelyn L. Mitchell, Mayor Raina Allan, City Clerk
Dated:_______________________________
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: August 18, 2025
SUBJECT: Eel-Russian Project Authority and New Eel Russian Facility PREPARED BY: Patrick Fuss, Interim Utilities Director
STRATEGIC INITIATIVE(S):
- Maintain and Improve Infrastructure and Facilities
- Maintain and Enhance Public Health and Safety
RECOMMENDED ACTION(S):
Adopt a Resolution in support of the Eel-Russian Project Authority and the New Eel Russian Facility.
COMMUNITY ENGAGEMENT/OUTREACH:
None as of yet.
BACKGROUND:
The City has three appropriative water rights on the Russian River and one on Dry Creek. The Russian River water rights, sourced from Lake Mendocino, account for approximately 80% of the City’s water rights; the Dry Creek water right, sourced from Lake Sonoma, account for the approximately 20% of the City’s water rights. Lake Mendocino has a maximum water supply pool of approximately 70,000 AF, while Lake Sonoma has a maximum water supply pool of approximately 245,000 AF.
The water in Lake Mendocino is sourced in part by rainfall and in part by diversions from the Eel River system via the Potter Valley Project (PVP), operated by PG&E. PG&E releases water from Lake Pillsbury to meet minimum instream flow requirements on the Eel River and to divert water through the PVP to generate electricity and maintain minimum instream flow requirements in the East Fork Russian River. The water diverted through the PVP flows into the East Fork of the Russian River, with portions of the diverted water used by Potter Valley Irrigation District for irrigation, and the remaining water eventually flowing to Lake Mendocino. PVP diversions changed streamflow at the East Fork and the upper sections of the Russian River into a perennial water course.
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The PVP was originally built for hydroelectric power generation and water supply to the Russian River watershed, benefiting agriculture and communities. PG&E has indicated that it intends to surrender its Federal Energy Regulatory Commission (FERC) licensing for power generation and remove two dams upstream of Lake Mendocino. These changes will greatly reduce diversion of Eel River water to the Russian River to a point where it is projected that Lake Mendocino might not be able to meet water supply demands 8 out of 10 years and may be unavailable 2 out of every 8 years.
The timing of the dams’ decommissioning is unclear. However, PG&E has released a draft FERC surrender application for the power generation facilities of the PVP. Since water that flows through the power generation penstocks is supply to Lake Mendocino, the City is of the understanding that reduction in flow to Lake Mendocino will precede the dams decommissioning.
DISCUSSION/ANALYSIS:
The loss of water flowing through the PVP to the Russian River will impact City’s, as well as other water purveyors and water users. The potential for this change in the PVP has been known for a few years and group meetings have been convened to develop a plan to address the loss of water flow through the PVP.
As a result of these meetings, a group called the Eel-Russian Project Authority (ERPA) has formed.
The ERPA is a joint powers authority formed by a joint exercise of powers agreement between the County of Sonoma, Sonoma County Water Agency (Sonoma Water), and the Mendocino County Inland Water and Power Commission (MCIWPC). Round Valley Indian Tribes (RVIT) has a seat on the five-member Board of Directors, which is comprised of two representatives from MCIWPC, one representative from Sonoma Water, one representative from the County of Sonoma, and one representative from RVIT.
The ERPA is negotiating with the PG&E as the utility moves ahead with plans to surrender operations of the PVP and to decommission the Scott and Cape Horn dams on the Eel River. The ERPA will also have the legal capacity to own, construct, and operate a new water diversion facility near the Cape Horn Dam.
This new water diversion facility, referred to as the New Eel-Russian Facility (NERF) will aid in diverting water to Lake Mendocino and ultimately the Russian River after the dams are removed.
This diversion of water post PVP decommissioning will help maintain flow in the Russian River for downstream users, like the City.
The NERF has a degree of uncertainty at this time and will take time to implement. During this time of uncertainty, water purveyors, such as the City, need to develop water supply approaches to meet the needs of the community in this interim period. City staff are in the process of negotiating with Sonoma Water on increasing the volume of water purchased from Sonoma Water should the City’s water rights on the Russian River be diminished.
The NERF, when implemented, will help to maintain flow in the Russian River, which is the largest source of the City’s water supply. Staff is of the opinion that the ERPA has the technical capability and the governance to successfully manage the NERF. Staff recommends that the City Item 8.a
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Council support the ERPA, as well as the NERF efforts.
ENVIRONMENTAL STEWARDSHIP:
The NERF will maintain flow from the Eel River system to the Russian River system following decommissioning the PVP and removal of the Cape Horn and Scott dams. Maintaining seasonal diversions of Eel River water to the Russian River and Lake Mendocino would preserve the water supply for hundreds of thousands of people in Mendocino, Sonoma, and Marin counties, as well as supporting agricultural uses, wildlife, riparian habitat, and sensitive ecosystems along the Russian River.
ALTERNATIVES:
City Council could elect to not support the ERPA and the NERF. If Council elects to not support the ERPA and the NERF, the City will need to develop another strategy to provide water for its residents.
FISCAL IMPACT:
Under the PVP operation, water was released by PG&E to generate power from which it gained revenue to operate and maintain the PVP powerhouse. As a result, there was no fiscal impact to receiving the benefit of increased water supply from the previous diversion. The NERF will require capital to fund initial construction and ongoing revenue for operation and maintenance.
Staff anticipates that there will be a cost for stored water released that is not part of the natural flow of the Russian River. The cost exposure to the City is not well understood at this time however more information will be available as the project progresses.
ENVIRONMENTAL ANALYSIS:
The recommended action of supporting the ERPA and the NERF is not a project pursuant to the California Environmental Quality Act (CEQA) because it can be seen with certainty that the voicing of support constitutes a government fiscal activity that does not cause direct physical change to the environment (CEQA Guidelines 15378(b)(4)(5)).
ATTACHMENT(S):
Resolution
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CITY OF HEALDSBURG
RESOLUTION NO. ___-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG SUPPORT FOR THE EEL-RUSSIAN PROJECT
AUTHORITY AND THE NEW EEL RUSSIAN FACILITY
WHEREAS, the City of Healdsburg derives water from surface water permitted by three water rights on the Russian River and one water right on Dry Creek; and WHEREAS, the Russian River water rights constitute 80% of the City’s water supply portfolio; and
WHEREAS, the Russian River is sourced through Lake Mendocino, which receives dry weather flow through diversions from the Eel River through the Potter Valley Project operated by PG&E to generate power until recently; and
WHEREAS, the water used to generate power has been water from the Eel River system and has been diverted to the Russian River system after power generation; and WHEREAS, the diversion of water for power generation in the Power Valley Project has allowed the Russian River to flow perennially; and
WHEREAS, PG&E has indicated that it intends to surrender its licensing to generate power through the Potter Valley Project and remove two dams that divert water to the Potter Valley Project; and
WHEREAS, the potential for PG&E surrendering its license to operate the Potter Valley Project has been known for some time and meetings of stakeholders affected by this change have been conducted; and
WHEREAS, the stakeholders have formed the Eel-Russian Project Authority (ERPA) consisting of County of Sonoma, Sonoma County Water Agency, Mendocino County Inland Water and Power Commission, and Round Valley Indian Tribes; and WHEREAS, the ERPA is negotiating with PG&E on the plan to surrender PG&E’s interest in the Potter Valley Project; and
WHEREAS, the ERPA has also developed a facility plan called the New Eel Russian Facility (NERF) to continue to divert water from the Eel River system to the Russian River system after the Potter Valley Project powerhouse and dams are removed; and WHEREAS, City staff believe that the ERPA has the technical capability and governance to successfully manage the NERF; and
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Resolution No. -2025
WHEREAS, the City staff believe that the ERPA and the NERF will be of benefit to the City of Healdsburg as well as the community that has come to depend on the flow in the Russian River for water supply and is worthy of the City’s support.
WHEREAS, supporting the ERPA and the NERF is not a project pursuant to the California Environmental Quality Act (CEQA) because it can be seen with certainty that the voicing of support constitutes a government fiscal activity that does not cause direct physical change to the environment (CEQA Guidelines 15378(b)(4)(5)).
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Healdsburg hereby:
1. Finds that supporting the efforts of the Eel-Russian Project Authority and supporting the New Eel-Russian Facility is a government fiscal activity with no foreseeable change to the environment and therefore not defined as a “project” and is exempt from the provisions of the California Environmental Quality Act (CEQA) Guidelines 15378(b)(4)(5).
2. Supports the efforts of the Eel-Russian Project Authority in advancing the New EelRussian Facility project as a key component of securing a long-term regional water supply for Sonoma County.
3. Encourages active participation in public comment periods during federal review of the PG&E plan to surrender its license to operate the Potter Valley Project to ensure community interests are represented in decisions impacting regional water management.
4. Commits to supporting the Eel-Russian Project Authority and other stakeholders to ensure timely completion of the New Eel-Russian Facility while prioritizing environmental sustainability and water supply reliability.
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 18th day of August 2025, by the following vote:
SO ORDERED: ATTEST:
________________________________ __________________________________ Evelyn L. Mitchell, Mayor Raina Allan, City Clerk
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: August 18, 2025
SUBJECT: Official City Flower, Plant, or Tree
PREPARED BY: Mark Themig, Community Services Director
STRATEGIC INITIATIVE(S):
- Pursue Initiatives that Promote Environmental Stewardship - Provide Effective Governance
RECOMMENDED ACTION(S):
Review feedback obtained from a community survey on options for an official City flower, plant, or tree and direct staff to develop a resolution naming the official City flower, plant, or tree for adoption at a subsequent City Council meeting.
COMMUNITY ENGAGEMENT/OUTREACH:
Staff worked with a committee from the Healdsburg Garden Club to develop recommendations for an official City flower, plant, or tree. Following a presentation to City Council, staff developed a survey to obtain community feedback on proposed nominations and promoted the survey through the City’s website, social media, and local press.
BACKGROUND:
At the suggestion of members of the Healdsburg Garden Club (“Club”) City Council included “Select a City flower, plant, or tree” in its Fiscal Year 2024-25 Goals. Following adoption of the goal, staff asked the Healdsburg Garden Club if the Club would be interested in providing recommendation(s) for an official flower, plant, or tree for City Council’s consideration, and the Club agreed. Theresa Wistrom from the Club offered to work on the initiative, and Ms. Wistrom asked Wendy Smit, a past president of the Milo Baker Chapter of the Native Plant Society (NPS), to participate as a committee.
Staff worked with Ms. Wistrom and Ms. Smit over the past few months as the committee developed options. The following are considerations for their recommendations:
1. The flower, plant, or tree should be native to Healdsburg and should still be present and relatively common in Healdsburg today.
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The committee found that some worthwhile native species that were prevalent in the past are not as common today within Healdsburg’s developed footprint but could be found nearby. We expanded the eligibility area to include Fitch Mountain Park and Open Space Preserve and Healdsburg Ridge Open Space Preserve, both properties are located outside of the City Limits but owned by the City.
2. The flower, plant or tree should have value. This value could be expressed in any number of ways:
• Natural beauty
• Pollinator or protector for other animal or plant species • Enhances the environment
• Used by indigenous people or recent generations
• Historically, economically, or socially important
• Potentially threatened or endangered
The State of California and many cities throughout California have named official plants, flowers, or trees. Here are a few examples:
Organization Flower/Plant Tree
State of California Golden Poppy California Redwood, both the coast redwood the giant sequoia
San Francisco Dahlia Monterey Cypress
Los Angeles Bird of Paradise* Coral Tree*
San Diego Blue-eyed Grass Jacaranda*
Sacramento Camellia Blue Oak
Rancho Cordova Baby Blue Eyes
Santa Rosa Santa Rosa Plum Tree
Davis Golden Lupine
*Not native to the area
The committee prepared their recommendations for City Council consideration and presented them at the May 19, 2025, City Council meeting. The committee’s recommendations were:
Native Iris - Iris Douglasiana (Douglas Iris) and Iris Macrosiphon (Bowl-tubed Iris) The Douglas Iris is found on grassy hillsides and is common along the coast. The Bowl-tubed is usually found further inland and in open to partly shaded spots. Bowl-tubed Iris is similar to the Douglas Iris but is generally shorter with a longer abruptly inflated floral tube and bowl-like structure on the top. Iris hybrids are common. Locally the plants bloom from March though May.
Sizes range from 6 to 18 inches, and the Douglas Iris can be found on Healdsburg Ridge Open Space Preserve.
These California natives hold cultural significance for Native American tribes, particularly for their fibrous leaves used in crafting rope, baskets, fishing nets, and other essential items, as well as used for medicinal purposes and divine connection. In various cultures, it symbolizes hope, Item 8.b
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faith, wisdom, and courage. Coast Miwok dried the roots and made them into tea that was used medicinally. Pomo women scraped the fibers and twisted the threads to make long ropes for catching deer. Its name, “Iris” is derived from the Greek word for rainbow. Ecologically, the native iris serve as a water source for native bees, attract pollinators, and support wildlife, including various insects and hummingbirds.
Calochortus luteus – Yellow Mariposa Lily
The bulbs of this plant were used as a staple food by Native Americans, including Pomo and Miwok, and can be eaten raw or cooked, similar to a potato. It is a host plant for various insects, animals, and other organisms adapted to their habitat. It is found in heavy soils, in grasslands, foothill woodlands, and mixed evergreen forests. The sunshine yellow cup-shaped flower is formed of three open wedged-shaped petals, each petal having a central red brown blotch with numerous brown freckles nearby. The leaves are less impressive, definitely upstaged by this showy flower. Bloom time is April to June. Size range is 8 to 18 inches.
Fritillaria Recurva – Scarlet Fritillary
Culturally, this bulb-forming perennial in the Lily family, symbolizes springtime and renewal. It is found throughout Sonoma County on dry hillsides, woods, or brush. On the top of the stem are 1 to 5 nodding bell-shaped, bright orange to red flowers with yellow spotting inside. The petals are recurved. Bloom time is March to June. Size range is 1 –to 3 feet. It is not edible. It is host plant for certain insects and caterpillars feed on it.
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Sisyrinchium Angustifolium – Blue-eyed grass
Despite its common name as a grass, this plant is a wildflower. Native Americans utilized the roots and leaves for medicinal purposes, including treating stomach aches and diarrhea. Spanish steelers in early California made a tea from the roots and used it to treat fevers. In folklore, its bloom symbolizes secrets and the quiet exchange of knowledge.
Vitus Californica – California Native Grape
Vitus californica grows throughout central and northern California and southern Oregon and occasionally in southern California. It is a deciduous vine which can grow to over 30 feet, climbing over other plants and covering the ground with twisted, woody ropes of vines covered in leaves.
In the fall the leaves turn many shades of red, orange and yellow, and bunches of small and often sour but edible purple grapes hand from the vines.
The native California grape holds significant cultural importance for Indigenous people in California who used it for food, medicine, basketry, cordage, and structural building. It is also of great importance in the commercial wine industry: nearly all commercial wine grapes throughout the world are grafted onto rootstock of the California wild grape, and it is resistant to the grape phylloxera aphids which nearly wiped out the European grape vines.
It grows along streams and rivers and thrives in damp areas. Like most other native California plants, it can withstand periods of dry conditions. The grapes provide an important food source for Item 8.b
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a variety of wild animals, especially birds. Bees love the flowers, and it is one of the best plants for butterflies in the fall.
Oak Tree – Quercus Quercus Family (Valley Oaks, Coast Live Oaks, and Blue Oaks) In Healdsburg, members of the Quercus Family, namely Valley Oaks, Coast Live Oaks, and Blue Oaks, as well as many oak hybrids, are well represented. Walk down the Foss Creek Trail for Valley and Coastal Live Oaks, or on Healdsburg Ridge for Blue Oaks. One of the major trails on Healdsburg Ridge is named “The All Oaks Trail” – that tells us something.
Oaks symbolize longevity, strength, stability, endurance, power, and justice. They served as a food source for Indigenous people, providing acorn bread, and acorn soup, for starters.
Environmentally, the value of oaks for supporting both vertebrate and invertebrate wildlife cannot be overstated. Acorns fill the bellies of deer, racoons, turkeys, and mice. Cavities that develop in living and dead oak giants supply vital nesting sites for dozens of species of birds. No other plant supports more species of butterflies and moths.
On May 19, City Council directed staff to solicit community feedback on the candidates for official City flower, plant, or tree.
DISCUSSION/ANALYSIS:
On June 11, 2025, the City opened an online poll through the survey portal Survey Monkey to receive feedback on the candidates for official flower, plant, or tree. Staff offered the survey in English and Spanish, and promoted the survey on the City’s website and through social media in both English and Spanish. The survey closed on July 9 and received 188 responses through the English version and zero responses through the Spanish version. The following are the responses:
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Q5 Do you have any additional comments or suggestions regarding the official city flower, plant, or tree?
1 Maybe consider which requires the least water?
2 Does the city have any plans to rehabilitate the native plant garden by Little Saint? Everything in it right now looks sad and unmaintained.
3 The Live Oak is the only plant that is economically important (historically the main food source), aesthetically appealing, ecologically important to other animals, plants and fungi, and is commonly seen in the area.
4 There should be both a flower and a tree!
5 Great idea, thanks!!
6 No
7 I picked the grape because it’s native, and we won’t have to redo all of the city’s existing logos and signs everywhere.
8 Thank you for this survey
9 Let's not become a 'one horse town' with too much grape leaf emphasis! 10 I loved the Native American connections on many. The Oak and many others are found throughout CA; the grape just seemed obvious! :)
11 A tree .(valley oak) and a flower both would be nice 12 I specifically like the Valley Oak. It is truly iconic of the area, beautiful and historically significant.
13 Sky Lupin
14 The flower is open sunny and bright. I think it is a good reflection of the town of Healdsburg.
15 This is a great idea and I appreciate being able to participate! And, I vote for a flowering plant and a tree!
16 Thanks for doing this.
17 Valley Oak
18 Because Healdsburg has become a wine Mecca, selecting the native grape has multiple meanings. We could not have this industry without this wild rootstock. Not at all. What incredible symbolism that a Native American species is the basis for a European fruit, in Item 8.b
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fact is supported by it for its very existence, and is the source of all the wealth of our town.
We owe our place in this economy and our cultural significance to this very plant. What beautiful synergy, acknowledging that we owe so much, and have used so much, of a native plant species.
19 The oak is a plant of wonder
20 As a citizen of Healdsburg and employee of City of Healdsburg, I acknowledge the significance of the grape plant/vine to our City. We are rooted and maintain a deep history that is tied to the grape leaf/vine. Our city logo contains the grape leaf, and it would be difficult to see it change. It is our logo for a reason. People come and visit Healdsburg (and know the logo of Healdsburg) because of the grapes and wine that we have to offer! 21 whatever we select should be native and have fire resistive properties. (that's why I chose a flower and not a messy tree)
22 No
23 Cypress, citrus, rosemary, tomatoes, and almost anything that thrives her like it dose in the Mediterranean.
24 Grape leaves are fine too
25 No
26 I also believe that the beautiful ginkgos at city hall and the plaza are amazing. 27 I feel that the oak teee would be best, but the native grape would be my second choice. 28 Is there a flower, plant, or tree that is endemic to our area? 29 Thank you for doing this - please select a plant that is native and culturally significant - I strongly vote for Mariposa Lily.
30 I walk several miles a day around town. I’m often most impressed with the roses, magnolia trees, the irises, and the wild sweetpeas
31 I prefer the flowers are selected or the grapes
32 I intentionally did not choose a fragile native population like mariposa lily or the fritillary 33 I’m fine with all the choices but I think the iris are very beautiful and come in Spring! 34 We love Ariel
35 The Vitis californica is a great plant choice. If one also wants a flower associated with Healdsburg, then I suggest the Iris douglasii, which is hardy and a reliable spring bloomer once established. Neither of these suggestions require much water.
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36 I grew up here in Healdsburg, surrounded by oak trees. I always associate our area with oak. I think it is a very welcoming looking tree, perfect to climb or sit underneath. 37 Has to be the grape!
38 PURPLE!
39 As a Mishewal Wappo tribe member of Alexander Valley, generational local and City employee. I suggest the Western redbud tree (Cercis occidentalis), it was used for basket making in our region by the Mishewal Wappo, Yuki and Pomo tribes. They were known for their basket making skills and have baskets displayed at many museums. Also, native to our region this tree serving as a reminder of nature's resilience and the continuous cycles of growth and renewal, which reminds me of our strong community. 40 It has a flower that attracts butterflies and other pollinators. The indigenous groups used this tree for food, medicinal purposes, fishing, and fire-making kits. 41 Love the Scarlet Fritillary and the blue, tan oaks
42 Lady Slipper has historically been found in Mill Creek and according to my research is quite a rare find and honored at the SF Flower show held at the St. Francis hotel in the 30's, I believe.
43 Leave it the way it has been…grape leaf
44 Don’t change the city logo as this would cost a lot of money to swap out all logos on everything
45 The Prune Tree, as Healdsburg was Known as the Prune belt Capitol. 46 No
47 If you did roses, I would have voted for them because they are so abundantly grown in Healdsburg. However, if I think of Healdsburg, and so much of what regular mortals see are not wild flowers so the Oak tree is my best choice. 48 Also like native grape which has been a symbol for Hbg 49 Thank you for the research and details provided. It was hard to choose. 50 Yes, I believe that California False Indigo should be our City's flower as it is endemic to the area and prolific on Fitch Mountain. This plant serves as a host plant for the endangered California Dog Face butterfly, which is California's sate butterfly. These beautiful butterflies as well as False Indigo can be seen on Fitch Mountain. 51 Would we change the current city logo?
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52 The Spicebush is a native plant and smells like a red wine barrel, beautiful flowers 53 Oaks have the most ecological benefit (habitat value) of the plants listed by far, and they are being threatened by habitat loss and lack of recognition on the part of the public. This designation can give them a boost, and raise some awareness of their critical importance for biodiversity.
54 I'm very glad we are pursuing an official plant for Healdsburg! 55 No
56 California Native Grape is readily supported by City logos and the City's identity in general.
57 Thank you for this project. Trees are so important to cooling our town win the warm months, and then when their leaves drop in the fall they build the soils beneath them. I hope the Valley Oak is designated as our official tree.
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Q7 What is your Zip Code?
All respondents entered 95448.
The survey reveals that the most popular choices for the official City flower, plant, or tree of Healdsburg include the Oak Tree (55 respondents), followed by the California Native Grape (41) and Native Iris (29). There were 21 other varieties proposed by respondents in addition to six candidates included in the survey reported in Attachment A: Official City Flower Plant or Tree Survey Responses.
ENVIRONMENTAL STEWARDSHIP:
Staff encouraged the selection committee to consider flower/plant or tree species that have value.
This value could be expressed in any number of ways:
• Natural beauty
• Pollinator or protector for other animal or plant species • Enhances the environment
• Used by indigenous people or recent generations
• Historically, economically, or socially important
• Potentially threatened or endangered
ALTERNATIVES:
1. Select more than one candidate as the official City flower, plant, or tree.
2. Select a flower, plant, or tree that is not on the list.
3. Do not establish an official City flower, plant, or tree, and provide alternative direction to staff.
FISCAL IMPACT:
The direct fiscal impact of selecting the official City flower, plant, or tree has been minimal but includes staff time and resources to prepare staff reports, resolutions and present at meetings.
Staff anticipates that City Council may want to announce and celebrate the selection. Examples of this recognition could include:
• Announcing the selection on the City’s website and social media platforms • Giving away seeds or seedlings of the selected flower/plant or tree to residents to plant in their yards
• Enhanced stewardship of the selected flower/plant or tree in the location where it is found City Council’s desired approach and outcome will dictate any additional fiscal impact.
ENVIRONMENTAL ANALYSIS:
Pursuant to Title 14, the California Code of Regulations, Section 15378(b)(4)(5) of the California Environmental Quality Act (“CEQA”) guidelines, selecting an official City flower, plant, or tree is an administrative activity of the City that will not result in direct or indirect physical changes to the environment; and therefore, is not a project for purposes of CEQA.
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ATTACHMENT(S):
Official City, Flower, Plant Tree Survey Responses
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City Flower, Plant, or Tree Selection Feedback
1 / 15
18.50% 32
6.94% 12
4.62% 8
12.14% 21
23.70% 41
34.10% 59
Q1 Which of the following options do you think should be the official flower, plant, or tree of the City of Healdsburg? (For more information about the nominations please visit www.healdsburg.gov/cityflowerplanttree.) Answered: 173 Skipped: 15
TOTAL 173
# OTHER (PLEASE SPECIFY) DATE
1 Coastal Redwood 7/2/2025 9:33 AM
2 I would like to see the Valley Oak designated as the official tree of Healdsburg 7/2/2025 8:30 AM 3 1. Native iris (flower); 2. Valley Oak (tree) 7/1/2025 4:06 PM 4 Napa False indigo found on Fitch Mountain 7/1/2025 3:57 PM 5 Specifically, the Valley Oak - the largest California Oak, which loses its leaves every fall 6/30/2025 3:56 PM 6 Cherry tree 6/17/2025 7:25 AM
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Native Iris
(Iris
douglasiana...
Yellow
Mariposa Lily
(Calochortus...
Scarlet
Fritillary
(Fritillaria...
Blue-eyed
Grass
(Sisyrinchiu...
California
Native Grape
(Vitus...
Oak Tree
(Quercus
family: Vall...
ANSWER CHOICES RESPONSES
Native Iris (Iris douglasiana "Douglas Iris" and Iris macrosiphon "Bowl-tubed Iris") Yellow Mariposa Lily (Calochortus luteus)
Scarlet Fritillary (Fritillaria recurva)
Blue-eyed Grass (Sisyrinchium angustifolium)
California Native Grape (Vitus californica)
Oak Tree (Quercus family: Valley Oak, Coast Live Oak, and Blue Oak) Item 8.b
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City Flower, Plant, or Tree Selection Feedback
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7 What about a Coast Redwood? 6/16/2025 10:56 AM
8 Magnolia 6/15/2025 11:50 AM
9 I also like the Native Iris 6/14/2025 11:48 AM
10 Daphne, Camillia, 6/14/2025 10:49 AM
11 Mission Bell Lily 6/13/2025 10:19 PM
12 California Poppy 6/13/2025 9:48 AM
13 Northern Redbud 6/13/2025 9:21 AM
14 California Buckeye 6/12/2025 6:10 PM
15 Prune or cherry tree like on Matheson 6/12/2025 12:22 PM 16 Lady Slipper 6/12/2025 10:55 AM
17 The Imperial Prune 6/11/2025 9:55 PM
18 california false indigo (Amorpha californica) 6/11/2025 6:33 PM 19 Coast redwood 6/11/2025 5:11 PM
20 Spicebush (Calycanthus occidentalis) 6/11/2025 5:02 PM 21 Valley Oak --Quercus lobata 6/11/2025 4:44 PM
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City Flower, Plant, or Tree Selection Feedback
3 / 15
53.85% 98
28.57% 52
49.45% 90
13.74% 25
82.97% 151
43.96% 80
Q2 What factors are most important to you when selecting the official city flower, plant, or tree? Select all that apply.
Answered: 182 Skipped: 6
Total Respondents: 182
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Aesthetic
appeal
Environmental
benefits
Cultural
significance
Ease of
maintenance
Native to the
area
Abundance /
ability to
locate
ANSWER CHOICES RESPONSES
Aesthetic appeal
Environmental benefits
Cultural significance
Ease of maintenance
Native to the area
Abundance / ability to locate
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29.44% 53
53.89% 97
13.89% 25
2.78% 5
Q3 How familiar are you with the native plants and trees of our region? Answered: 180 Skipped: 8
TOTAL 180
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Very familiar
Somewhat
familiar
Not very
familiar
Not familiar
at all
ANSWER CHOICES RESPONSES
Very familiar
Somewhat familiar
Not very familiar
Not familiar at all
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City Flower, Plant, or Tree Selection Feedback
5 / 15
71.43% 130
21.43% 39
4.95% 9
2.20% 4
Q4 How important is it to you that the official city flower, plant, or tree is native to our region?
Answered: 182 Skipped: 6
TOTAL 182
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Very important
Somewhat
important
Not very
important
Not important
at all
ANSWER CHOICES RESPONSES
Very important
Somewhat important
Not very important
Not important at all
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Q5 Do you have any additional comments or suggestions regarding the selection of the official city flower, plant, or tree?
Answered: 57 Skipped: 131
# RESPONSES DATE
1 Native Plant Garden Maintenance Maybe consider which requires the least water? 7/7/2025 9:39 PM 2 Native Plant Garden Maintenance Does the city have any plans to rehabilitate the native plant garden by Little Saint? Everything in it right now looks sad and unmaintained. 7/7/2025 7:54 AM
3 Native Plant Ecological Value The Live Oak is the only plant that is economically important (historically the main food source), aesthetically appealing, ecologically important to other animals, plants and fungi, and is commonly seen in the area. 7/5/2025 2:23 PM
4 Multiple Plant Recommendation There should be both a flower and a tree! 7/4/2025 10:21 AM 5 Great idea, thanks!! 7/4/2025 9:12 AM
6 No 7/2/2025 12:29 PM
7 City Logo Modification Native Plant Selection I picked the grape because it’s native, and we won’t have to redo all of the city’s existing logos and signs everywhere. 7/2/2025 9:55 AM
8 Thank you for this survey 7/2/2025 8:30 AM
9 Flower and Grape Preference Let's not become a 'one horse town' with too much grape leaf emphasis!
7/2/2025 6:12 AM
10 Native Plant Cultural Significance Native Plant Selection I loved the Native American connections on many. The Oak and many others are found throughout CA; the grape just seemed obvious! :)
7/1/2025 8:20 PM
11 Multiple Plant Recommendation A tree .(valley oak) and a flower both would be nice 7/1/2025 5:17 PM 12 Valley Oak Designation I specifically like the Valley Oak. It is truly iconic of the area, beautiful and historically significant.
7/1/2025 5:07 PM
13 Specific Plant Nomination Sky Lupin 7/1/2025 4:22 PM 14 Symbolic City Character The flower is open sunny and bright. I think it is a good reflection of the town of Healdsburg.
7/1/2025 4:17 PM
15 Multiple Plant Recommendation This is a great idea and I appreciate being able to participate! And, I vote for a flowering plant and a tree! 7/1/2025 4:06 PM
16 Thanks for doing this. 7/1/2025 3:55 PM
17 Specific Plant Nomination Valley Oak 7/1/2025 3:42 PM 18 Economic Heritage Native Plant Cultural Significance Because Healdsburg has become a wine Mecca, selecting the native grape has multiple meanings. We could not have this industry without this wild rootstock. Not at all. What incredible symbolism that a Native American species is the basis for a European fruit, in fact is supported by it for its very existence, and is the source of all the wealth of our town. We owe our place in this economy and our cultural significance to this very plant. What beautiful synergy, acknowledging that we owe so much, and have used so much, of a native plant species. 7/1/2025 9:23 AM
19 Valley Oak Designation The oak is a plant of wonder 6/30/2025 3:56 PM 20 City Logo Modification Symbolic City Character As a citizen of Healdsburg and employee of City of Healdsburg, I acknowledge the significance of the grape plant/vine to our City. We are rooted and maintain a deep history that is tied to the grape leaf/vine. Our city logo contains the grape leaf, and it would be difficult to see it change. It is our logo for a reason. People 6/27/2025 3:38 PM
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come and visit Healdsburg (and know the logo of Healdsburg) because of the grapes and wine that we have to offer!
21 Fire Resistance Native Plant Selection whatever we select should be native and have fire resistive properties. (that's why I chose a flower and not a messy tree) 6/27/2025 2:19 PM
22 No 6/27/2025 12:35 PM
23 Native Plant Selection Cypress, citrus, rosemary, tomatoes, and almost anything that thrives her like it dose in the Mediterranean.
6/25/2025 10:45 PM
24 Flower and Grape Preference Grape leaves are fine too 6/19/2025 6:19 AM 25 No 6/17/2025 7:52 AM
26 City Landscape Appreciation I also believe that the beautiful ginkgos at city hall and the plaza are amazing.
6/17/2025 7:25 AM
27 Native Grape Alternatives Valley Oak Designation I feel that the oak teee would be best, but the native grape would be my second choice.
6/16/2025 9:51 PM
28 Endemic Plant Inquiry Is there a flower, plant, or tree that is endemic to our area? 6/16/2025 10:56 AM 29 Mariposa Lily Recommendation Native Plant Cultural Significance Thank you for doing this - please select a plant that is native and culturally significant - I strongly vote for Mariposa Lily. 6/16/2025 8:20 AM
30 Local Flora Visibility I walk several miles a day around town. I’m often most impressed with the roses, magnolia trees, the irises, and the wild sweetpeas 6/15/2025 11:50 AM
31 Flower and Grape Preference I prefer the flowers are selected or the grapes 6/14/2025 11:48 AM 32 Biodiversity Conservation I intentionally did not choose a fragile native population like mariposa lily or the fritillary
6/14/2025 8:08 AM
33 Local Flora Visibility I’m fine with all the choices but I think the iris are very beautiful and come in Spring!
6/13/2025 8:21 PM
34 Multiple Plant Recommendation Native Plant Garden Maintenance We love Ariel 6/13/2025 7:11 PM 35 The Vitis californica is a great plant choice. If one also wants a flower associated with Healdsburg, then I suggest the Iris douglasii, which is hardy and a reliable spring bloomer once established. Neither of these suggestions require much water. 6/13/2025 6:52 PM
36 Oak Tree Personal Connection I grew up here in Healdsburg, surrounded by oak trees. I always associate our area with oak. I think it is a very welcoming looking tree, perfect to climb or sit underneath.
6/13/2025 11:32 AM
37 Flower and Grape Preference Has to be the grape! 6/13/2025 10:25 AM 38 Color Preference PURPLE! 6/13/2025 9:34 AM
39 Native American Cultural Heritage Native Plant Cultural Significance As a Mishewal Wappo tribe member of Alexander Valley, generational local and City employee. I suggest the Western redbud tree (Cercis occidentalis), it was used for basket making in our region by the Mishewal Wappo, Yuki and Pomo tribes. They were known for their basket making skills and have baskets displayed at many museums. Also, native to our region this tree serving as a reminder of nature's resilience and the continuous cycles of growth and renewal, which reminds me of our strong community.
6/13/2025 9:21 AM
40 Native Plant Ecological Value It has a flower that attracts butterflies and other pollinators.
The indigenous groups used this tree for food, medicinal purposes, fishing, and fire-making kits.
6/12/2025 6:10 PM
41 Specific Plant Nomination Love the Scarlet Fritillary and the blue, tan oaks 6/12/2025 10:56 AM 42 Rare Plant Historical Significance Lady Slipper has historically been found in Mill Creek and according to my research is quite a rare find and honored at the SF Flower show held at the St.
Francis hotel in the 30's, I believe.
6/12/2025 10:55 AM
43 City Logo Modification Leave it the way it has been…grape leaf 6/12/2025 8:05 AM 44 City Logo Modification Don’t change the city logo as this would cost a lot of money to swap 6/12/2025 7:54 AM Item 8.b
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out all logos on everything
45 Economic Heritage The Prune Tree, as Healdsburg was Known as the Prune belt Capitol. 6/11/2025 9:55 PM 46 No 6/11/2025 8:45 PM
47 Local Flora Visibility Valley Oak Designation If you did roses, I would have voted for them because they are so abundantly grown in Healdsburg. However, if I think of Healdsburg, and so much of what regular mortals see are not wild flowers so the Oak tree is my best choice. 6/11/2025 7:33 PM
48 Native Grape Alternatives Also like native grape which has been a symbol for Hbg 6/11/2025 7:13 PM 49 Thank you for the research and details provided. It was hard to choose. 6/11/2025 6:48 PM 50 Butterfly Conservation Native Plant Ecological Value Yes, I believe that California False Indigo should be our City's flower as it is endemic to the area and prolific on Fitch Mountain.
This plant serves as a host plant for the endangered California Dog Face butterfly, which is California's sate butterfly. These beautiful butterflies as well as False Indigo can be seen on Fitch Mountain.
6/11/2025 6:33 PM
51 City Logo Modification Would we change the current city logo? 6/11/2025 5:40 PM 52 Biodiversity Conservation Native Plant Ecological Value Oaks have the most ecological benefit (habitat value) of the plants listed by far, and they are being threatened by habitat loss and lack of recognition on the part of the public. This designation can give them a boost, and raise some awareness of their critical importance for biodiversity. 6/11/2025 5:02 PM
53 Native Plant Garden Maintenance The Spicebush is a native plant and smells like a red wine barrel, beautiful flowers
6/11/2025 5:02 PM
54 Symbolic City Character I'm very glad we are pursuing an official plant for Healdsburg! 6/11/2025 5:00 PM 55 No 6/11/2025 4:52 PM
56 Symbolic City Character California Native Grape is readily supported by City logos and the City's identity in general.
6/11/2025 4:49 PM
57 Native Plant Ecological Value Valley Oak Designation Thank you for this project. Trees are so important to cooling our town win the warm months, and then when their leaves drop in the fall they build the soils beneath them. I hope the Valley Oak is designated as our official tree. 6/11/2025 4:44 PM
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0.00% 0
3.35% 6
4.47% 8
14.53% 26
15.08% 27
20.11% 36
42.46% 76
Q6 What is your age group?
Answered: 179 Skipped: 9
TOTAL 179
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Under 18
18-24
25-34
35-44
45-54
55-64
65 and over
ANSWER CHOICES RESPONSES
Under 18
18-24
25-34
35-44
45-54
55-64
65 and over
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Q7 What is the ZIP code of your primary residence? (enter 5-digit ZIP code)
Answered: 177 Skipped: 11
# RESPONSES DATE
1 95448 7/7/2025 9:39 PM
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2.23% 4
14.53% 26
16.20% 29
67.04% 120
Q8 How long have you lived at this address?
Answered: 179 Skipped: 9
TOTAL 179
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Less than a
year
1-5 years
6-10 years
More than 10
years
ANSWER CHOICES RESPONSES
Less than a year
1-5 years
6-10 years
More than 10 years
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: August 18, 2025
SUBJECT: Inclusionary Housing Ordinance In-Lieu Fee
PREPARED BY: Stephen Sotomayor, Housing Director
STRATEGIC INITIATIVE(S):
- Expand Affordable Housing Opportunities
RECOMMENDED ACTION(S):
Receive a report on the Inclusionary Housing Ordinance (IHO) and provide direction on eliminating the in-lieu fee for small projects to encourage new housing production.
COMMUNITY ENGAGEMENT/OUTREACH:
This item is being considered at a publicly noticed City Council meeting, providing an opportunity for public comment. Should City Council direct staff to pursue amendments, staff will prepare an outreach plan consistent with the ordinance development process.
BACKGROUND:
Inclusionary Housing Ordinances (IHOs) are local laws requiring developers of market-rate housing to provide a share of units at prices or rents affordable to lower- or moderate-income households. The developer may meet the inclusionary requirements by building affordable units on-site, building them off-site, dedicating land, or paying a fee “in lieu” of providing units or land.
The intent is to ensure new development of market rate housing contributes directly to a community’s affordable housing supply.
Healdsburg adopted its first IHO in 1998. Since then, the IHO has been amended periodically to align with State law, local housing needs, and market conditions.
The current ordinance reflects several years of policy work, including Community Housing Committee recommendations and analysis in the Housing Action Plan and Housing Element.
Healdsburg’s IHO
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1998 (Ord. 950 – foundational IHO): The City adopted its original Inclusionary Housing Ordinance in 1998 under Ordinance 950 (referenced in the 2019 IHO documentation as the earliest predecessor), embedding inclusionary housing requirements into the Municipal Code (Chapter 20.04/Section 18115).
2019 (Ord. 22-2019): Increased the inclusionary set-aside to 20%, required concurrent construction of affordable units, and established an in-lieu fee for projects with four or fewer units.
2024 (Ord. 08-2024): Clarified applicability to single-unit and mixed-use projects, added a 50% fee reduction for SB 9 urban-lot-split units, refined definitions, and indexed the inlieu fee to construction-cost inflation.
Current Ordinance (HMC 20.20.030):
Applicability: Projects with five or more units must meet the 20% requirement on-site.
Projects with four or fewer units may comply by paying an in-lieu fee.
A “set-aside” in an inclusionary housing ordinance is the portion of homes in a new development that must be reserved and priced for households at specific income levels. This ensures that new housing includes options affordable to a range of incomes, not just market-rate units. In Healdsburg, the on-site inclusionary requirement is 20%, meaning that 20% of homes in most new developments must meet the City’s affordability standards.
Required on-site contribution by developer:
• For-sale: 15% moderate-income units, 5% middle-income units1 • Rental: 5% low-income units, 15% moderate-income units Development Standards: affordable units be constructed concurrently with market-rate units, distributed throughout the project, and exteriorly compatible with market-rate units; projects providing ten or more inclusionary units must provide at least 10% three-bedroom units.
Affordability Controls: Long-term affordability is secured through recorded agreements; ownership units are typically placed in a community land trust.
Since the 2019 update, the IHO has directly produced 35 affordable homes, with 48 more approved and $890,120 collected in in-lieu fees. Examples include new construction apartments at 3 Healdsburg Avenue and for-sale single family homes at subdivisions such as Chiquita Grove, 1 For purposes of the Inclusionary Housing Ordinance, “middle-income” refers to households earning between 121 percent and 160 percent of the area median income (AMI). This category is not typically included in other jurisdictions’ inclusionary housing requirements and is a distinctive feature of Healdsburg’s ordinance.
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Sorrento Square, Palomino Court, and units through Hotel Development Agreements, such as the Citrine Apartments and the Mill District, among others.
While the IHO has delivered outcomes, recent shifts in State housing policy and local market conditions merit a fresh look at its provisions, particularly the role of the in-lieu fee. With smallscale infill projects now enabled by laws such as SB 9 and SB 10, staff recommends the Council consider whether eliminating the in-lieu fee for smaller developments could remove a financial barrier, stimulate production, and further increase housing supply in an already limited and costprohibitive market.
DISCUSSION/ANALYSIS:
Staff recommends the Council review the IHO in light of recent State legislation, including SB 9 (the California HOME Act), which authorizes two-unit development and lot splits in single-family zones; SB 10, which facilitates upzoning for density near transit; SB 684 and its 2025 companion SB 1123, which streamline permitting for up to ten units ministerially on infill parcels; and SB 937, which permits deferral of specified local development-related fees until final inspection or certificate of occupancy for qualifying residential projects. Together, these laws reduce financial and procedural barriers to housing.
In Healdsburg, where housing production is constrained, land prices are high, and construction costs continue to rise, sustaining a healthy housing market requires new units across all income levels, including middle-income and market-rate housing. Staff has not seen evidence in the past that the in-lieu fee has resulted in reduced housing production, however, when looking at the types of housing that could be permitted under the new State legislation, staff believes that the fee could become an impediment to production going forward.
Eliminating the fee for small projects could:
Remove a financial barrier to small-scale infill housing. Support implementation of state-enabled housing pathways. Increase on-site mixed-income integration across neighborhoods. Encourage higher-density infill.
How the In-Lieu Fee Works
The in-lieu fee is an optional compliance path for very small projects. Instead of constructing an on-site inclusionary unit, eligible applicants for residential or mixed-use projects with four or fewer new dwelling units may pay a fee that the City uses to fund affordable housing construction.
Projects with five or more units must meet the 20% inclusionary requirement on-site.
Fee basis and timing
Calculated per square foot of residential floor area; amounts are adopted by City Council resolution and indexed annually.
Fees are due at building-permit issuance.
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Current In-Lieu Fee Schedule
Category Amount / Rule Notes
For-sale units $20.49 per sq ft Adopted by City Council resolution; indexed annually.
Rental units $7.53 per sq ft Adopted by City Council resolution; indexed annually.
Small-unit
adjustments
≤ 850 sq ft: Exempt
851–1,200 sq ft: 50% of
standard rate
Applies to both for-sale and rental calculations.
Per-unit cap (for-sale) Cap above 2,500 sq ft
Example cap: $51,225
Cap applies per dwelling unit.
Overall Development Fee Context
In Healdsburg, the in-lieu inclusionary housing fee represents a substantial share of the total Citycollected charges for residential development. While the exact proportion varies, it is the largest single fee in home construction aside from direct construction costs. Example 1 – Larger Custom Home: For a high-value single-family home, the in-lieu fee can represent close to 40% of all City-collected development charges. On a percentage-ofhome-value basis, this generally equates to roughly 5% of the project’s total valuation. Example 2 – Smaller “Missing-Middle” Home: For more modest infill construction, the in-lieu fee typically accounts for 20–30% of City-collected fees and about 3–4% of the home’s valuation. While the total cost is lower, the proportional impact is higher for smaller projects.
Example 3 – Seven-Home Subdivision: Under Healdsburg’s 20% inclusionary requirement, a seven-unit subdivision would be required to provide 1.4 affordable units. In practice, this means one affordable unit built on-site and a fractional obligation of 0.4 units paid as an in-lieu fee. While the 0.4-unit fee is a direct cost to the developer, the on-site requirement also has a significant financial impact: the developer must sell one home at a below-market price, often 40–50% lower than market value, which can represent several hundred thousand dollars in reduced revenue.
When both the in-lieu fee and the lost market revenue from the on-site affordable unit are considered together, the inclusionary requirement becomes one of the largest single cost components outside of direct construction. In a small project with limited economies of scale, this can influence feasibility and the likelihood of future proposals under California’s evolving housing laws.
Other Considerations: Additions and Fractional Fees Under the IHO Remodels and Additions:
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Under the current ordinance, remodels that do not increase total square footage are exempt from the in-lieu fee. If an addition increases square footage, the fee applies only to the added floor area at the per-square-foot rate.
Effect of the Proposal:
Eliminating the in-lieu fee for small projects would also remove IHO fees on qualifying remodels or additions that increase square footage. This change would lower costs for homeowners making improvements, while reducing City revenue from these activities. Staff has not observed that the current fee structure has discouraged such projects.
Fractional Unit Fees
When the inclusionary requirement results in a partial unit (e.g., 1.4 units), the whole unit is built on-site and the fractional portion is paid as an in-lieu fee.
Effect of the Proposal: The proposed action would not change how fractional fees are applied when a project meets the whole-unit requirement on-site. In these cases, the in-lieu fee for the fractional portion would continue unless Council directs otherwise. Eliminating fractional fees entirely could simplify administration but would also reduce revenue from these proportional contributions.
Alignment with City Council Goals, Housing Element Goals, and Pro-housing Policies This proposal directly supports the City Council’s adopted FY 2025–26 Affordable Housing Goals, including:
Inclusionary Housing Ordinance Update – Update In-Lieu Fee for Smaller Projects:
Update the in-lieu fee for smaller projects, including the definition of “smaller projects,” to decrease cost barriers for small infill housing projects. Prioritize Options to Eliminate/Reduce Barriers to Encourage Housing Development:
Prioritize options to eliminate or reduce costs, fees, and regulatory barriers (including streamlining policies) to encourage housing development within current guidelines.
Supporting Housing Element and Pro-housing Policies:
Re-evaluating or eliminating the fee for smaller developments aligns with the City’s Housing Element and Pro-housing policies in several ways:
Housing Element — Goal 2 (Remove Constraints): Prioritizes eliminating or reducing barriers to housing production, whether created by governmental regulations or market forces.
Policy 2.2 (Small Projects): Calls for streamlined review and reduced requirements for subdivisions of 10 or fewer units, directly supporting small-scale infill housing.
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Policy 2.7 (Impact Fees): Directs that total impact fees should not deter residential development, with a target of keeping aggregate fees at or below 15% of the expected home sales price, consistent with AB 602.
City’s Pro-housing Designation: Supports the State’s emphasis on reducing development costs, removing regulatory barriers, and accelerating housing delivery.
On-Site Requirement Context:
Healdsburg’s 20% set-aside requirement, applied at a five-unit threshold, is among the most ambitious in California, where many jurisdictions set 10% to 15% requirements at higher unit thresholds.
Recent State legislation emphasizes small-scale infill and often uses ten-unit project scales as a common benchmark. For example, SB 10 allows up to ten units per parcel (subject to local adoption), and SB 684/SB 1123 provide for ministerial approval of maps and housing projects of up to ten units without CEQA review or public hearings.
In this context, the City Council may wish to consider, in a future item, whether raising the fiveunit threshold to align more closely with State definitions could further incentivize added density on infill lots while maintaining affordability outcomes. Although the current threshold supports more affordable units, its long-term impact on the viability of smaller projects may warrant review as part of broader housing policy discussions.
ENVIRONMENTAL STEWARDSHIP:
This report is informational and does not have a direct impact on Environmental Stewardship.
ALTERNATIVES:
Beyond the policy discussion outlined in this report, the City Council may:
• Direct staff to pursue an alternative approach or refine the focus areas presented. • Take no action and retain the current Inclusionary Housing Ordinance without changes. • Request additional analysis and/or outreach before considering further action.
FISCAL IMPACT:
Since 2019, the City has collected about $890,120 in in-lieu fees. Roughly 30% (~$267,000) came from remodel/addition permits and fractional unit fees combined. The proposal would remove the remodel/addition portion, with fractional fees remaining unless eliminated by Council. Removing both could reduce revenues by up to $267,000 over a similar multi-year period, depending on project activity.
ENVIRONMENTAL ANALYSIS:
This item is a policy discussion only and does not constitute a “project” under the California Environmental Quality Act (CEQA), as defined in Section 15378(b)(5) of the CEQA Guidelines.
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[1] For purposes of the Inclusionary Housing Ordinance, “middle-income” refers to households earning between 121 percent and 160 percent of the area median income (AMI). This category is not typically included in other jurisdictions’ inclusionary housing requirements and is a distinctive feature of Healdsburg’s ordinance.
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CITY OF HEALDSBURG
CITY COUNCIL AGENDA STAFF REPORT
MEETING DATE: August 18, 2025
SUBJECT: Dry Creek Commons Measure S Loan
PREPARED BY: Stephen Sotomayor, Housing Director
STRATEGIC INITIATIVE(S):
- Expand Affordable Housing Opportunities
RECOMMENDED ACTION(S):
Adopt a Resolution approving the Affordable Housing Loan Agreement in an amount of $1,000,000 of Measure S Funds for the Dry Creek Commons Project and authorizing the City Manager to execute the Loan Agreement and all necessary documents to facilitate disbursement of the Loan.
COMMUNITY ENGAGEMENT/OUTREACH:
The City of Healdsburg (“City”) and Burbank Housing Development Corporation (“Burbank”) have actively engaged in community outreach efforts for the development of the Dry Creek Commons Project (“Project”), an affordable housing development on 3.53 acres at 155 Dry Creek Road (“Site”). On April 19, 2021, the City Council selected Burbank as the prospective developer and approved an Exclusive Negotiating Rights Agreement (ENA). Burbank held a virtual Community Outreach meeting on January 12, 2022, and on February 23, 2022, the Planning Commission held a public workshop to review the proposal, gather community input, and provide feedback. On September 27, 2022, the Planning Commission approved the necessary land use entitlements for the Project. City Council then approved a Disposition and Development Agreement (“DDA”) on September 5, 2023, outlining the terms for the sale and development of the Site.
BACKGROUND:
In 2023, the former Redevelopment Agency of the City of Healdsburg (“Redevelopment Agency”) acquired the 3.53-acre Site for the development of low-to-moderate-income housing, at a purchase price of $1,850,000. Following the dissolution of the RDA under the Dissolution Act (Assembly Bill 1X 26, Statutes of 2011), the City Council elected to retain the housing assets and functions of the Redevelopment Agency, transferring the fee title of the Site to the City.
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The City has undertaken the following steps in pursuit of an affordable housing project at the Site:
• January 15, 2021: The City issued a Request for Qualifications (RFQ) for the design and development of affordable housing at the Site, aiming to identify a team for an exclusive, collaborative process. Five responses were received, including one from Burbank. • March 12, 2021: Burbank was selected to collaborate with the City on the design, financing, and development of the Project.
• April 19, 2021: The City entered into an ENA with Burbank, outlining procedures for land use entitlement applications, due diligence reviews, and the negotiation of a DDA for the Site's sale and development.
• January 12, 2022: Burbank hosted a virtual Community Outreach Meeting to present the proposed Project to the public.
• February 23, 2022: The Planning Commission conducted a workshop, received Burbank's development proposal, and provided feedback, including suggestions for additional laundry facilities, improvements to ingress/egress, concerns about left-turn lanes, and preferences for building siting and color schemes.
• May 10, 2022: Burbank Housing was awarded $1,220,250 in CDBG and HOME funds for the Dry Creek Commons Project by the Sonoma County Community Development Commission (“Sonoma County CDC”).
• September 27, 2022: The Planning Commission approved the Dry Creek IS/MND, adopted Mitigation Monitoring and Reporting Programs, and approved a design review for a 58-unit affordable housing complex. The approval included five waivers related to parking, height, open space, parking lot trees, and lighting height.
• May 9, 2023: Burbank received a $471,895 allocation for FY 2023-2024 CDBG and HOME funding for the Project from Sonoma County CDC.
• July 2023: Burbank applied for and received $9,709,674 from the California Department of Housing and Community Development’s Multifamily Finance Super NOFA for the Joe Serna, Jr. Farmworker Housing Grant Program, with funding awarded on April 17, 2024. • September 5, 2023: The City Council approved a DDA between the City and Burbank, establishing terms and conditions for the sale and development of the Site. The DDA is dated September 21, 2023.
• November 17, 2023: Burbank was awarded 14 Section 8 Project-Based Vouchers from Sonoma County CDC, providing rental subsidies for the Project.
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• February 5, 2024: The City Council issued a $1,000,000 funding commitment letter for the project, sourced from the Measure S Affordable Housing Fund. • March 17, 2025: The City held a TEFRA public hearing for the issuance of up to $35 million in tax-exempt bonds through the California Municipal Finance Authority to finance the Project. • March 18, 2025: Burbank received $8,706,428 in CDBG-Disaster Recovery Multifamily Housing Program funds for the Project.
DISCUSSION/ANALYSIS:
On February 5, 2024, the City Council adopted Resolution No. 8-2024, committing $1,000,000 of Measure S affordable housing funds towards the development and construction of the Project (the “Funding Commitment”), conditioned on Burbank Housing's successful application for the 9% Low-Income Housing Tax Credit (“LIHTC”) Program. Although Burbank was not awarded LIHTC funding, they secured alternative financing, including:
• $35 million in bonds through the California Municipal Finance Authority (CMFA); • $9,709,674 from the California Department of Housing and Community Development’s Joe Serna, Jr. Farmworker Housing Grant Program;
• Over $1.6 million in Community Development Block Grant (“CDBG”) and HOME Investment Partnership Program (“HOME”) funds;
• Section 8 Project-Based Vouchers; and
• $8,706,428 from the CDBG-Disaster Recovery Multifamily Housing Program (“CDBGDR-MHP”).
The $1,000,000 Measure S loan from the City now represents the final piece of funding required to complete the financing for the Project. With all other financing in place, this loan will enable the development to proceed as planned. In order to facilitate the financing of the Project, Burbank intends to close escrow and take title to the Site from the City as contemplated in the DDA, and to immediately thereafter transfer the Site to an affiliate of Burbank, Dry Creek Commons, L.P., a California limited partnership (“Developer”), for construction of the Project on the Property, while assigning its rights to the Funding Commitment to Developer (the “Assignment of Funding Commitment”).
Staff recommends adopting the resolution approving the Affordable Housing Loan Agreement (“Loan Agreement”), between the City of Healdsburg and Developer, which is subject to the Closing of the Escrow contemplated by the DDA and transfer of fee title to the Site from the City to Burbank, the contemporaneous transfer of fee title to the Site from Burbank to Developer, and Burbank’s acknowledgement, waiver, release and consent to the Assignment of Funding Commitment to Developer, to provide a loan in the amount of One Million and no/100ths Dollars ($1,000,000.00) to Developer, which shall be used for the development and construction of the Project on the Property (the “Loan”). The Loan shall be due and payable at the end of the term of the Regulatory Agreement. Further, the resolution provides authority for the City Manager to execute the necessary documents to release the $1,000,000 loan to Burbank, ensuring that the Project can move forward and address the community's need for affordable housing. It is Item 9.a
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anticipated that this funding will allow the Project to proceed as planned and ensure its successful completion – closing is anticipated for no later than September 15, 2025, with construction to start expeditiously thereafter.
Project Description
Overview: The proposed project aims to transform a vacant 3.53-acre City-owned in-fill site at 155 Dry Creek Road, Healdsburg, into a vibrant community featuring 58 high-density affordable rental housing units. These units are designed to cater to the needs of extremely low-, very low-, and low-income families, with an additional six units designated as permanent supportive housing in partnership with Reach for Home. Moreover, the project prioritizes the preservation of the Foss Creek watershed and riparian corridor while mitigating wetland impacts on-site at a 2:1 ratio; a unique feature to any affordable housing development.
Project Details: This Project comprises two four-story apartment buildings, totaling 61,470 gross square feet. The buildings offer a mix of one-, two-, and three-bedroom units ranging from 500 to 950 square feet. To support residents, the development includes 3,105 square feet of amenities such as multipurpose common spaces, a laundry room, bike storage, reception areas, and offices for property management and resident services. Additionally, there are 104 off-street parking spaces and 50 secure indoor bicycle spaces, with an additional 10 bicycle parking spaces at building entrances to encourage alternative transportation.
All units, except for the Manager's Unit, will be available to households earning between 30-60% of the area median income. Six of these units will be prioritized for extremely low-income households through Reach for Home.
Design: The Project design intends to harmonize with the urban character of Dry Creek Road, the adjacent commercial and industrial surroundings, and the residential community. Two four-story buildings connected by a bridge create a visual link to the wetlands. Articulation and street-facing entrances enhance the pedestrian environment. Pedestrian-scale lighting fosters a walkable streetscape, and ground-floor spaces, including community rooms, bicycle storage, management offices, and resident services, activate the street frontage.
Detailed Features of Dry Creek Commons:
• Residential Units: The complex includes a total of 58 residential units, comprising twenty-eight 1-bedroom, fifteen 2-bedroom, and fifteen 3-bedroom units ranging from approximately 500 to 950 square feet. Excluding one Manager's Unit, which is a 1-bedroom unit, all are designated for affordable housing with a 55-year minimum commitment. • Parking and Transportation: To support residents' transportation needs, the development offers 104 surface parking spaces and 60 bicycle spaces, encouraging both vehicle and bicycle use. Fifty (50) of these bicycle spaces are in a secure indoor area. • Common Spaces and Environmental Features: The Project boasts approximately 6,225 square feet of outdoor common space and 2,273 square feet of indoor common space.
Environmental initiatives include the preservation and restoration of the Foss Creek riparian corridor, creation of on-site wetlands, and comprehensive landscaping improvements, reflecting the project’s commitment to ecological balance and community Item 9.a
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well-being.
Unit Mix & Affordability
The Project will provide 58 units of housing as outlined in the chart below. Funding sources like the Joe Serna Jr. Farmworker Housing program and LIHTC program have specific affordability requirements that are reflected in the unit mix.
AMI 30% 45% 50% 60%
PSH (6 units)
1 BDR 5
2 BDR 1
3 BDR
Farmworker (27 units)
1 BDR 1 3 3 3
2 BDR 1 3 2 3
3 BDR 2 2 3 1
General Restricted (24 units)
1 BDR 12
2 BDR 2 3
3 BDR 2 5
LIHTC Rent Limits
1 BDR $708.00 $1,062.00 $1,180.00 $1,416.00
2 BDR $849.00 $1,274.00 $1,416.00 $1,699.00
3 BDR $981.00 $1,472.00 $1,635.00 $1,962.00
Dry Creek Commons Funding
In the context of affordable housing, the term 'funding stack' refers to the combination of multiple funding sources needed to ensure project completion while maintaining rent affordability. The Project exemplifies this approach utilizing both local, federal, and state funding sources as follows:
Source of Funding Amount Source Funding Status
Conventional Perm Loan $3,443,000 Private Financing In Progress Sonoma County HOME $612,751 Federal Awarded
Sonoma County CDBG $1,079,394 Federal Awarded
HCD Joe Serna Jr. $9,709,674 State Awarded
City of Healdsburg Proposed
Loan
$1,000,000 Measure S Pending
Action
City of Healdsburg Donated
Land*
$2,610,000 RDA Terms In the DDA
CMFA Bonds Up to $35,000,000 Tax Exempt Bonds Awarded
CDBG-DR-MHP $8,706,428 Federal Awarded
Total $62,161,247
*The Former Redevelopment Agency purchased the Site in 2003 for $1,850,000, the current appraised value is $2,610,000.
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City Sources
Land Donation: Consistent with the DDA, the Site, which the Redevelopment Agency acquired for $1,850,000 in 2003, is being provided to the Project for a nominal fee of $1. The recent appraisal of the Site, conducted as a part of the DDA, valued the land at $2,610,000. The Site is currently in escrow, awaiting transfer upon Developer finalizing financing, which is currently in progress, for site preparation, planning, design, construction, and issuance of building permits by the City for implementation of on-site and off-site improvements.
Measure S: Passed in 2016, this hotel tax measure is dedicated to affordable housing services and programs, and the Project aligns directly with this intent. The City Council's previous commitment to the project was conditioned on receiving a 9% LIHTC award, which was not granted. However, in the absence of that award, Burbank successfully secured alternative funding, completing the project's financing. Burbank is now ready for the City to release the $1,000,000 Measure S loan to Developer to support the continued development of the Project.
The Housing Department is satisfied with the Project's funding plan. With all the financing in place, staff recommends issuing the $1,000,000 Measure S loan to support the continued development of the project.
Loan Terms:
Staff recommends utilizing Measure S funds to provide a residual receipts loan for the Dry Creek Commons Project. The $1 million loan will bear 3% simple interest, with annual payments made based on the proportional share of 50% of the surplus cash. The full amount of principal and accumulated interest is due at the end of the 55-year term, aligning with the project’s affordability period. The use of a residual receipts loan alleviates financial pressure on the Developer, ensuring the long-term viability and affordability of the project. This structure is consistent with established municipal lending practices for affordable housing.
City’s Contribution and Leverage:
The City’s total contribution to the project, including the below market land sale and loan, would amount to approximately $3,610,000, or about $62,241 per unit. With the inclusion of $8,706,428 from the CDBG-DR-MHP and other external funding sources, for every dollar of the City’s contribution, approximately $17.22 will be leveraged from other funding sources. This demonstrates a significant return on investment, with external funding playing a key role in advancing the project.
City Goals & Planning Efforts
The development of the Project is strategically aligned with the City’s established goals and statemandated housing programs. This alignment is also reflected in the 2023-2024 City Council goals and the 6th Cycle General Plan Housing Element, underscoring the Project's critical role in the City's Strategic Initiative on Affordable Housing.
Additionally, the Project plays a pivotal role in meeting the City’s requirements under the Regional Housing Needs Allocation (RHNA), which is required by the State and, if not met, has punitive repercussions.
Disposition and Development Agreement
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The DDA by and between the City and Burbank establishes the terms that govern the sale of the Site and development of the Project. It also provides assurances and remedies for the City to ensure that the City’s investment leads to a successful project.
The DDA provides that the City’s obligation to proceed with closing of the sale of the Site to Burbank is subject to the fulfillment of several conditions, for the benefit of the City, including:
(i) Burbank shall have secured City approval of plans and specifications for off-site public improvements, executed a Public Improvement Agreement, and delivered payment and performance bonds to the City;
(ii) Burbank has executed the Grant Deed, Memorandum of Agreement, and Affordable Housing Covenant, and caused its lienholders/lenders to execute a Subordination Agreement to subordinate their liens as against the Affordable Housing Covenant;
(iii) Burbank has delivered all closing costs into escrow; (iv) City has approved Burbank’s evidence of financing; (v) Burbank has provided proof of required insurance coverage; (vi) City has approved Burbank’s general contractor and the construction contract; (vii) Burbank’s construction loan(s) shall have closed or be ready to close; (viii) Burbank has secured all other governmental permits and City has approved the construction drawings and is ready to issue a building permit for construction of the affordable housing project improvements; and
(ix) Burbank has paid all current development fees or City has agreed to defer said fees until issuance of a certificate of occupancy.
The DDA also requires the recordation of a Storm Drain Easement Deed and Emergency Vehicle Access Easement, in accordance with the project entitlements, prior to issuance of a certificate of occupancy. It should be noted that as allowed by the terms of the DDA, Burbank’s obligations under the DDA, following the transfer of fee title, will be assigned to the Developer, Dry Creek Commons, L.P., an affiliate of Burbank, pursuant to the terms of an Assignment and Assumption of Disposition and Development Agreement between the City, Burbank and Developer.
Accordingly, all of the obligations under the DDA related to the construction, operation and maintenance of the Project will be an obligation of Developer, Dry Creek Commons, L.P..
Surplus Land Act
The terms of the DDA conform to the requirements of Government Code Section 37364. The sale of the Site to Burbank involves the transfer of "exempt surplus land" under Government Code Section 54221 (f) (1) (A) and is not subject to the requirements of the Surplus Land Act pursuant to Government Code Section 54222.31. Further, on January 18, 2024, the California Department of Housing and Community Development provided written confirmation to the City that it agreed with the City’s determination that the Site, subject to the terms of the DDA, qualifies as “exempt surplus land” under Government Code Section 54221 (f) (1) (A).
ENVIRONMENTAL STEWARDSHIP:
The Project is subject to the California Environmental Quality Act ("CEQA") and the environmental effects were evaluated in the Dry Creek IS/MND prepared for and adopted by the Planning Commission on September 27, 2022, pursuant to Resolution No. 2022-13 (“CEQA Item 9.a
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Resolution”). The analysis contained in the Dry Creek IS/MND concluded that with the adoption and implementation of mitigation measures the Project will not have a significant effect on the environment. The City Council has previously reviewed and adopted the environmental analysis for the Dry Creek Commons Project, as outlined in the Dry Creek IS/MND, in connection with its approval of the DDA, and found that the Project, with mitigation measures, will not have a significant effect on the environment, and that the Dry Creek IS/MND reflects the independent judgment and analysis of the City as lead agency.
ALTERNATIVES:
The City Council may propose incorporating specific modifications prior to City Council approval or request additional information from staff.
FISCAL IMPACT:
The sale price of the Site, originally purchased by the Redevelopment Agency for $1,850,000 in 2003, is set at $1 pursuant to the terms of the DDA. The proposed $1,000,000 loan will come from the Measure S Affordable Housing Fund and shall bear three percent (3%) per annum, simple interest, structured as a residual receipts loan. The term of the loan is proposed to align with the Project’s period of affordability, set for 55 years. In the residual receipts loan structure, the City will receive annual payments based on the proportional share of 50% of the surplus cash. The total amount of the principal and accrued interest remaining unpaid, will be due and payable in full at the end of the 55-year term. The adopted budget for Fiscal Year 2025-26 included appropriations for the proposed loan in the Measure S Affordable Housing Fund.
ENVIRONMENTAL ANALYSIS:
The Dry Creek IS/MND (State Clearinghouse# 2022070272) has been prepared for the Project pursuant to CEQA. The Dry Creek IS/MND identified areas where mitigation was necessary to avoid potentially significant impacts. Those areas included aesthetics, air quality, biological resources, cultural resources, geology, hazards/hazardous materials, hydrology, noise, recreation, and transportation/traffic. While it was found that the project could have a potentially significant effect on the areas outlined above, there will not be a significant effect in this case because mitigation measures have been put in place to reduce those potentially significant effects to less than significant.
The Dry Creek IS/MND was made available for a 30-day public review period from July 15, 2022, to August 15, 2022. The City received one comment letter from reviewing agencies from the California Department of Fish and Wildlife.
Since the adoption of the Dry Creek IS/MND no substantial changes have been proposed in the Project or occurred with respect to the circumstances under which the Project will be undertaken which would require major revisions to the Dry Creek IS/MND, nor has new information of substantial importance become known since the adoption of the Dry Creek IS/MND requiring the preparation of a supplemental or a subsequent IS/MND or EIR.
ATTACHMENT(S):
Resolution
Affordable Housing Loan Agreement
Exhibit B – Burbank Promissory Note to Loan Agreement
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Exhibit C – Burbank Deed of Trust to Loan Agreement
Exhibit D – Financing Plan
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4934-5396-7707 v2
CITY OF HEALDSBURG
RESOLUTION NO. ___ -2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HEALDSBURG APPROVING THE AFFORDABLE HOUSING
LOAN AGREEMENT IN AN AMOUNT OF $1,000,000 OF
MEASURE S FUNDS FOR THE DRY CREEK COMMONS
PROJECT AND AUTHORIZING THE CITY MANAGER TO
EXECUTE THE LOAN AGREEMENT AND ALL NECESSARY
DOCUMENTS TO FACILITATE DISBURSEMENT OF THE
LOAN
WHEREAS, in 2003, the former Redevelopment Agency of the City of Healdsburg (“Redevelopment Agency”) acquired the property at 155 Dry Creek Road, Healdsburg, APN 089- 071-002 ("Site"), for the development of low-to-moderate-income housing, and following the dissolution of the Redevelopment Agency in 2012, the City Council elected to have the City retain the housing assets and functions of the Redevelopment Agency; and WHEREAS, on January 15, 2021, the City issued a Request for Qualifications for affordable housing development at the Site, leading to Burbank Housing Development Corporation's (“Burbank”) selection as the preferred developer of the Site; and WHEREAS, on April 19, 2021, the City and Burbank entered into an Exclusive Negotiating Rights Agreement (“ENA”), which established procedures, standards, and timelines for the submittal and processing of applications for land use entitlements needed to develop the Site with affordable housing; and
WHEREAS, pursuant to the ENA, Burbank submitted an application to the City for approval of design review (“DR 2022-01”) to secure the land use entitlements necessary to develop a 58-unit multi-family residential development, consisting of twenty-eight (28) one-bedroom units, fifteen (15) two-bedroom units, and fifteen (15) three-bedroom units to be available for rental at affordable rents to extremely low, very-low and lower-income households (the “Affordable Units”), with associated amenities, preservation of the Foss Creek watershed and riparian corridor, and wetlands mitigation on the Site (collectively, the “Project”); and WHEREAS, the City has taken numerous actions in connection with the approval of the development of the Project on the Site, as follows:
(1) Planning Commission consideration of the Initial Study / Mitigated Negative Declaration prepared for the Project (“Dry Creek IS/MND”) pursuant to the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.) (“CEQA”), and adoption of the Dry Creek IS/MND by the Planning Commission on September 27, 2022, pursuant to Resolution No. 2022-13 (“CEQA Resolution”); and (2) Planning Commission approval of DR 2022-01 for the Project, as evidenced by Planning Commission Resolution No. 2022-14, adopted on September 27, 2022 (“DR Resolution”); and
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Resolution No. -2025
4934-5396-7707 v2
WHEREAS, the City and Burbank subsequently entered into a Disposition and Development Agreement (the “DDA”) dated September 21, 2023, which sets for the terms and conditions relating to (i) the transfer by City to Burbank of the Site, (ii) the construction and maintenance of the Project on the Site, and (iii) the imposition of covenants running with the land as set forth in an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants between City and Developer (the “Regulatory Agreement”), to ensure the long-term affordability of the Affordable Units developed as part of the Project; and WHEREAS, in accordance with its obligation under Section 501.2 of the DDA, Burbank has endeavored to secure its Evidence of Financing to undertake the design and construction of the Project on the Site, and in connection therewith, on February 5, 2024, the City Council of the City of Healdsburg adopted Resolution No. 8-2024, committing One Million and 00/100 Dollars ($1,000,000.00) of Measure S affordable housing funds towards the development and construction of the Project (the “Funding Commitment”), conditioned on Burbank securing all necessary Evidence of Financing; and
WHEREAS, Burbank has subsequently secured and the City has approved the Evidence of Financing for the Project, accordingly, as provided for in the DDA, Burbank has the right to transfer and assign its rights under the DDA at Closing, subject to certain conditions; and WHEREAS, in furtherance of the Project, Burbank has successfully secured multiple sources of funding, including bonds, grants, and other financial commitments, and the City is now ready to move forward with issuing the $1,000,000 Measure S loan in furtherance of the Funding Commitment to support the development of the Project; and WHEREAS, in order to facilitate the financing of the Project, Burbank intends to close escrow and take title to the Site from the City as contemplated in the DDA, and to immediately thereafter transfer the Site to an affiliate of Burbank, Dry Creek Commons, L.P., a California limited partnership (“Developer”), for construction of the Project on the Property, while assigning its rights to the Funding Commitment to Developer (the “Assignment of Funding Commitment”); and
WHEREAS, subject to the terms and conditions set forth in the Affordable Housing Loan Agreement (hereinafter the “Loan Agreement”), between the City of Healdsburg and Developer, attached hereto as Exhibit A, specifically including the Closing of the Escrow contemplated by the DDA and transfer of fee title to the Site from the City to Burbank, the contemporaneous transfer of fee title to the Site from Burbank to Developer, and Burbank’s acknowledgement, waiver, release and consent to the Assignment of Funding Commitment to Developer as provided herein, the City hereby approves the Assignment of Funding Commitment by Burbank to Developer and agrees to provide a loan in the amount of One Million and no/100ths Dollars ($1,000,000.00) to Developer, which shall be used for the development and construction of the Project on the Property (the “Loan”). The Loan shall be due and payable at the end of the term of the Regulatory Agreement; and
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Resolution No. -2025
4934-5396-7707 v2
WHEREAS, in accordance with the terms of the Loan Agreement, among other documents, Developer will execute, and deliver to City, a secured promissory note to evidence Developer’s obligation to repay the Loan, and cause to be recorded in the Official Records a deed of trust to secure Developer’s obligations under the promissory note and thereby provide City with a security interest in the Property, and the Regulatory Agreement requiring Developer to maintain the Property’s affordability for a period of not less than fifty-five (55) years following receipt of a certificate of occupancy or its equivalent for the Project.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Healdsburg as follows:
1. The City Council has previously reviewed and adopted the environmental analysis for the Dry Creek Commons Project, as outlined in the Dry Creek IS/MND, in connection with its approval of the DDA, and found that the Project, with mitigation measures, will not have a significant effect on the environment, and that the Dry Creek IS/MND reflects the independent judgment and analysis of the City as lead agency. The City Council has reviewed the environmental analysis for the Dry Creek Commons Project, as outlined in the Dry Creek IS/MND, and confirms its finding that the Project, with mitigation measures, will not have a significant effect on the environment, that the Dry Creek IS/MND reflects the independent judgment and analysis of the City, as lead agency, and since its adoption of the Dry Creek IS/MND no substantial changes have been proposed in the Project or occurred with respect to the circumstances under which the Project will be undertaken which would require major revisions to the Dry Creek IS/MND, nor has new information of substantial importance become known since the adoption of the Dry Creek IS/MND requiring the preparation of a supplemental or a subsequent IS/MND or EIR..
2. The City Council hereby approves the Affordable Housing Loan Agreement between the City of Healdsburg and Dry Creek Commons, L.P., a California limited partnership, in the form attached hereto as Exhibit A, together with such changes and modifications as may be approved by the City Manager and City Attorney as are warranted to facilitate the Closing as outlined in the DDA, and authorizes the issuance of a $1,000,000 loan to Dry Creek Commons, L.P., from the Measure S Affordable Housing Fund to support the continued development of the Dry Creek Commons Project.
3. As provided in the Affordable Housing Loan Agreement, attached hereto as Exhibit A, the City Council hereby approves the terms of the $1,000,000 loan, including a 3% simple interest rate, and annual residual receipts payments made from the proportional share of 50% of surplus cash with both principal and accumulated interest due at the end of the 55- year term.
4. The City Manager is authorized to execute the Affordable Housing Loan Agreement and all necessary documents in connection therewith as is necessary to facilitate the loan disbursement and to continue the development of the Dry Creek Commons Project in accordance with the terms of the DDA.
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Resolution No. -2025
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PASSED, APPROVED AND ADOPTED, this 18th day of August 2025, by the following vote:
AYES: Councilmembers:
NOES: Councilmembers:
ABSENT: Councilmembers:
ABSTAINING: Councilmembers:
SO ORDERED: ATTEST:
________________________________ _________________________________ Evelyn L. Mitchell, Mayor Raina Allan, City Clerk
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DISPOSITION AND DEVELOPMENT AGREEMENT
by and between the
CITY OF HEALDSBURG,
a California municipal corporation,
and
BURBANK HOUSING DEVELOPMENT CORPORATION
a California non-profit public benefit corporation,
for
DRY CREEK COMMONS PROJECT
Dated: ______________, 2023 September 21
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TABLE OF CONTENTS
Page
100. DEFINITIONS; REPRESENTATIONS AND WARRANTIES....................................... 2 101. Definitions.............................................................................................................. 2 102. Representations and Warranties ............................................................................. 7 102.1 City Representations .................................................................................. 7 102.2 Developer Representations ........................................................................ 7 102.3 Material Changes ....................................................................................... 8 103. Prohibition Against and Limitations on Change in Ownership, Management and Control of Developer ................................................................. 8 103.1 General ....................................................................................................... 8 103.2 Assignment ................................................................................................ 9 103.3 Pre-Approved Transfers ............................................................................. 9 103.4 Mortgagee Protection ............................................................................... 10 200. CITY DISPOSITION OF THE SITE TO DEVELOPER................................................ 10 201. Purchase and Sale of the Site ............................................................................... 10 202. Escrow.................................................................................................................. 10 202.1 Closing Costs ........................................................................................... 10 202.2 Supplemental Escrow Instructions ........................................................... 10 202.3 Authority of Escrow Agent ...................................................................... 11 202.4 Closing ..................................................................................................... 12 202.5 Closing Procedure .................................................................................... 12 203. Review of Title .................................................................................................... 13 204. Title Insurance ..................................................................................................... 14 205. Conditions of Closing .......................................................................................... 14 205.1 City’s Conditions of Closing ................................................................... 14 205.2 Developer’s Conditions of Closing .......................................................... 15 206. Property Taxes and Assessments ......................................................................... 16 207. Access to Site Prior to Conveyance of Site ......................................................... 16 208. Condition of the Site ............................................................................................ 16 208.1 Investigation of the Site ........................................................................... 16 208.2 No Further Warranties as to Site; Release of City ................................... 17 209. Hazardous Materials ............................................................................................ 18 209.1 Duty to Prevent Hazardous Materials Contamination ............................. 18 209.2 Environmental Inquiries........................................................................... 18 209.3 Environmental Indemnification ............................................................... 18 210. City Consultant Costs Deposit…………………………………………………..18 300. DEVELOPMENT OF SITE ............................................................................................ 19 301. Project Improvements .......................................................................................... 19 302. Development Approvals ...................................................................................... 20 302.1 Project Approvals..................................................................................... 20 302.2 Subsequent Project Approvals ................................................................. 20 Item 9.a
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(Continued)
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302.3 Public Improvement Agreement; Public Improvement Bonds………….20 303. Schedule of Performance ..................................................................................... 20 304. Design Review ..................................................................................................... 21 304.1 Schematic Plans ....................................................................................... 21 304.2 Construction Drawings and Related Documents ..................................... 21 304.3 Revisions .................................................................................................. 21 304.4 Consultation and Coordination ................................................................ 21 304.5 Defects in Plans........................................................................................ 22 305. Construction Requirements .................................................................................. 22 305.1 General Contractor; Construction Contract ............................................. 22 305.2 Costs of Development and Construction ................................................. 22 305.3 Construction Oversight ............................................................................ 22 305.4 Waste Reduction and Recycling .............................................................. 22 305.5 Construction Reports ............................................................................... 22 306. Insurance Requirements ....................................................................................... 23 307. Rights of Access .................................................................................................. 23 308. Compliance with Laws ........................................................................................ 23 308.1 Compliance with Laws ............................................................................ 23 308.2 Prevailing Wage Requirements................................................................ 24 309. Taxes and Assessments ........................................................................................ 24 310. Certificate of Completion .................................................................................... 25 311. Mortgage and Deed of Trust Financing ............................................................... 25 311.1 No Encumbrances Except Mortgages and Deeds of Trust ...................... 25 311.2 Holder Not Obligated to Construct Project Improvements...................... 25 311.3 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure .......................................................................................................... 25 400. COVENANTS, RESTRICTIONS AND AGREEMENTS.............................................. 26 401. Use Covenants ..................................................................................................... 26 402. Affordable Units .................................................................................................. 26 402.1 Rent and Income Restrictions .................................................................. 26 402.2 General Requirements for Affordable Units ............................................ 26 402.3 Marketing of Affordable Units ................................................................ 26 402.4 Supportive Services to Residents ............................................................. 27 402.5 On-Site Property Manager; Site Management Plan……………………..27 403 Maintenance Covenants…………………………………………………………27
404. Nondiscrimination Covenants .............................................................................. 28 404.1 No Discrimination .................................................................................... 28 404.2 Nonsegregation Clause ............................................................................ 28 405. Affordable Housing Covenant ............................................................................. 29 406. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction……………………………………………………..29
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500. FINANCIAL PROVISIONS ........................................................................................... 30 501. Preliminary Financing Report, Evidence of Financing, and Loan Closings........ 30 501.1 Preliminary Financing Report .................................................................. 30 501.2 Evidence of Financing ............................................................................. 30 501.3 City Approval........................................................................................... 30 501.4 Loan Closings, Financing, and Notice of Default to City........................ 31 600. DEFAULTS AND REMEDIES ...................................................................................... 31 601. Default; Notice and Cure ..................................................................................... 31 602. Institution of Legal Actions ................................................................................. 31 603. Termination .......................................................................................................... 31 604. Assignment of Developer Plans ........................................................................... 31 605. Option to Repurchase ........................................................................................... 32 606. Acceptance of Service of Process ........................................................................ 33 607. Rights and Remedies Are Cumulative ................................................................. 33 608. Inaction Not a Waiver of Default......................................................................... 33 700. GENERAL PROVISIONS .............................................................................................. 33 701. Notices, Demands and Communications Between the Parties ............................ 33 702. Enforced Delay; Extension of Times of Performance ......................................... 34 703. Successors and Assigns........................................................................................ 35 704. Recordation of Memorandum of Agreement ....................................................... 35 705. Relationship Between City and Developer .......................................................... 35 706. City Approvals and Actions ................................................................................. 35 707. Counterparts ......................................................................................................... 35 708. Integration ............................................................................................................ 35 709. Titles and Captions .............................................................................................. 35 710. Interpretation ........................................................................................................ 36 711. Modifications ....................................................................................................... 36 712. Severability .......................................................................................................... 36 713. Computation of Time ........................................................................................... 36 714. Legal Advice ........................................................................................................ 36 715. Time of Essence ................................................................................................... 36 716. Cooperation .......................................................................................................... 36 717. Conflicts of Interest.............................................................................................. 36 718. Time for Acceptance of Agreement by City ........................................................ 37 719. Developer’s Indemnity......................................................................................... 37 720. Nonliability of Officials and Employees of City ................................................ 37 721. Assignment by City.............................................................................................. 37 722. Applicable Law .................................................................................................... 37 723. Cooperation in the Event of Legal Challenge ...................................................... 37 724. Termination of Exclusive Negotiation Rights Agreement………………………38 Item 9.a
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ATTACHMENTS
Attachment No. 1 Site Map
Attachment No. 2 Site Legal Description
Attachment No. 3 Intentionally Omitted
Attachment No. 4 Memorandum of Agreement
Attachment No. 5 Schedule of Performance
Attachment No. 6 Affordable Housing Agreement & Declaration of Restrictive Covenants Attachment No. 7 Grant Deed
Attachment No. 8 Certificate of Completion
Attachment No. 9 Storm Drain Easement Deed
Attachment No. 10 Emergency Vehicle Access Easement Deed Attachment No. 11 Intentionally Omitted
Attachment No. 12 Intentionally Omitted
Attachment No. 13 Title Report
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DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (“Agreement”) is entered into by and between the CITY OF HEALDSBURG, a California municipal corporation (“City”), and BURBANK HOUSING DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation (“Developer”), as of the Date of Agreement (as defined in Section 101).
RECITALS
The following recitals are a substantive part of this Agreement; capitalized terms used herein and not otherwise defined are defined in Section 101 of this Agreement:
A. City is the owner of certain real property located at 155 Dry Creek Road, in the City of Healdsburg, County of Sonoma, State of California, APN 089-071-002 (“Site”), as depicted on the map of the Site attached hereto as Attachment No. 1 (“Site Map”), and more particularly described in the legal description of the Site attached hereto as Attachment No. 2 (“Site Legal Description”).
B. On January 15, 2021, the City issued a Request for Qualifications for the development of affordable housing on the Site. The City received five responses, including one from Developer.
C. On April 19, 2021, City and Developer entered into an Exclusive Negotiation Rights Agreement (“ENA”) which established procedures and standards for the submittal and processing of applications for land use entitlements needed to develop the Site with affordable housing and the negotiation by the City and the Developer of this Agreement pursuant to which the City will convey the Site to Developer on the condition that certain specified development activities will be undertaken by Developer on the Site.
D. Pursuant to the ENA, Developer has submitted an application to the City for approval of design review (“DR 2022-01”) to secure the land use entitlements necessary to develop the Project Improvements, as defined in Section 301 of this Agreement, on the Site (the “Project”).
E. The City has taken numerous actions in connection with the approval of the development of the Project Improvements on the Site. These include:
(1) Planning Commission consideration of the Initial Study / Mitigated Negative Declaration prepared for the Project (“Dry Creek IS/MND”) pursuant to the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.) (“CEQA”), and adoption of the Dry Creek IS/MND by the Planning Commission on September 27, 2022, pursuant to Resolution No. 2022-13 (“CEQA Resolution”); and (2) Planning Commission approval of DR 2022-01 for the Project, as evidenced by Planning Commission Resolution No. 2022-14, adopted on September 27, 2022 (“DR Resolution”).
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F. City and Developer desire to enter into this Agreement to set forth the terms and conditions relating to: (i) the disposition of the Site to Developer; (ii) the development and maintenance of the Project Improvements by Developer; and (iii) the imposition of covenants running with the land to ensure the long-term affordability of the Affordable Units on the Site.
G. The fulfillment of this Agreement is in the vital and best interests of City and the health, safety and welfare of its residents and in accord with the provisions of applicable federal, state and local law.
AGREEMENT
NOW, THEREFORE, City and Developer hereby agree as follows:
100. DEFINITIONS; REPRESENTATIONS AND WARRANTIES
101. Definitions.
“Adjusted for family size appropriate to the unit” shall have the meaning set forth in Section 50052.5 of the California Health and Safety Code, as amended or any successor statute thereto.
“Affiliate of Developer” means an entity or entities in which Developer retains more than fifty percent (50%) in the aggregate, directly or indirectly, of the ownership or beneficial interest and retains full management and control of the day-to-day affairs of the transferee entity or entities, either directly or indirectly through another entity, subject only to certain major events requiring the consent or approval of the other owners of such entity. “Affordable Housing Covenant,” as defined in Section 405, means the Affordable Housing Agreement and Declaration of Restrictive Covenants, attached hereto as Attachment No. 6.
“Affordable Rent” shall mean rental rates no greater than that considered as affordable rent for Extremely Low Income Households, Very Low Income Households and Lower Income Households, as applicable to the Eligible Household, adjusted for family size appropriate to the unit, determined in accordance with California Health and Safety Code section 50053, as amended, or any successor statute thereto; provided, however, in no event shall the maximum affordable rent be higher than 20 percent below the median market rate rents for the neighborhood in which the Site is located.
“Affordable Unit” and “Affordable Units” are defined in Section 402. “Agreement” means this Disposition and Development Agreement between City and Developer.
“Area Median Income” means the median household income (adjusted for family size appropriate to the unit) of the Metropolitan Statistical Area in which Sonoma County is located, as established pursuant to California Health and Safety Code sections 50093 and 50105, as amended or any successor statute thereto.
“CEQA” is defined in Recital E. (1).
“CEQA Resolution” is defined in Recital E. (1).
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“Certificate of Completion,” as defined in Section 310, means the document evidencing Developer’s satisfactory completion of construction and installation of the Project Improvements, attached hereto as Attachment No. 8.
“City” means the City of Healdsburg, a California municipal corporation. “City Consultant Cost Deposit” is defined in Section 210. “City Council” means the City Council of the City of Healdsburg. “City Manager” means the City Manager of the City of Healdsburg, or his or her designee.
“City Municipal Code” means the Municipal Code of the City of Healdsburg. “City Parties” is defined in Section 306.
“City’s Conditions Precedent to Closing” is defined in Section 205.1. “Claims” means demands, lawsuits, liabilities, obligations, claims, damages, fines, penalties, expenses, costs, and cause of actions (including reasonable attorneys’ fees), whether at law or in equity.
“Closing” is defined in Section 202.4.
“Closing Costs” is defined in Section 202.1.
“Closing Date” is defined in Section 202.4.
“Commence Construction” and “Commencement of Construction” are defined in Section 303.
“Complete Construction” and “Completion of Construction” are defined in Section 303. “Condition of Title” is defined in Subsection.
“Conditions of Approval” means the conditions of approval adopted by the Planning Commission in connection with their approval of DR 2022-01 pursuant to the DR Resolution. “Construction Contract” is defined in Section 305.1.
“Construction Drawings” is defined in Section 304.2.
“Consultant Costs” is defined in Section 210.
“Conveyance” means the conveyance of fee title to the Site by City to Developer. “County” means the County of Sonoma.
“Date of Agreement” means the date on which this Agreement is signed by the City Manager on behalf of City as indicated on the signature page hereof.
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“Davis-Bacon” is defined in Subsection 308.2(a).
“Default” is defined in Section 601.
“Developer” means Burbank Housing Development Corporation, a California non-profit public benefit corporation.
“Developer Plans” is defined in Section 604.
“Developer’s Conditions Precedent to Closing” is defined in Section 205.2. “DR Resolution” is defined in Recital E. (2).
“Dry Creek IS/MND” is defined in Recital E. (1).
“DR 2022-01” is defined in Recital D.
“Eligible Household” means an Extremely Low Income Household, Very Low Income Household, or Lower Income Household qualified in accordance with the terms of this Agreement, the Affordable Housing Covenant and Sections 50106, 50105 and 50079.5, respectively, of the California Health and Safety Code, as amended or any successor statute thereto.
“Emergency Vehicle Access Easement Deed” is defined in Section 301(a) and attached hereto as Attachment No. 10.
“ENA” is defined in Recital C.
“Escrow” is defined in Section 202.
“Escrow Agent” is defined in Section 202.
“Evidence of Financing” is defined in Section 501.2.2.
“Exceptions” is defined in Section 203.
“Extremely Low Income Household” is defined in Section 50106 of the California Health and Safety Code section, as amended or any successor statute thereto. “Financial Assistance” is defined in Section 102.2 (f). “Grant Deed” means the document effecting the Conveyance to be recorded in the Official Records at Closing, attached hereto as Attachment No. 7. “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including any material or substance which is: (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under sections 25115, 25117 or 25122.7, or listed pursuant to section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (ii) defined as a “hazardous substance” under Item 9.a
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section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (CarpenterPresley-Tanner Hazardous Substance Account Act); (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as a “hazardous substance” under section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) friable asbestos; (vii) polychlorinated biphenyls; (viii) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (ix) designated as “hazardous substances” pursuant to section 311 of the Clean Water Act (33 U.S.C. § 1317); (x) defined as a “hazardous waste” pursuant to section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, (42 U.S.C. § 6903); or (xi) defined as “hazardous substances” pursuant to section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., as the foregoing statutes and regulations now exist or may hereafter be amended.
“Implementing Agreements” is defined in Section 210.
“Interest” and “Interests” are defined in Section 103.1. “Laws” means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees, of the United States, the State of California, County, City, any other political subdivision in which the Site is located, and of any other political subdivision, City or instrumentality exercising jurisdiction over City, Developer, the Site or the Project Improvements, including all applicable state labor laws and standards (including prevailing wages, as applicable); all applicable public contracts requirements, zoning and development standards; building, plumbing, mechanical and electrical codes; all other provisions of the City Municipal Code; and all applicable disabled and handicapped access requirements, including the Americans With Disabilities Act, 42 U.S.C. section 12101, et seq., Government Code section 4450, et seq., Government Code section 11135, et seq., and the Unruh Civil Rights Act, Civil Code section 51, et seq.
“Lender’s Title Policy” is defined in Section 204.
“Lower Income Household” is defined in Section 50079.5 of the California Health and Safety Code, as amended or any successor statute thereto. “Marketing Plan” is defined in Section 402.3.
“Memorandum of Agreement,” as defined in Section 704, means the Memorandum of Disposition and Development Agreement, attached hereto as Attachment No. 4. “MMRP” means the Mitigation Monitoring and Reporting Program dated September 12, 2022, and included within the Dry Creek IS/MND approved pursuant to the CEQA Resolution. “Notice” is defined in Section 701.
“Official Records” means the official records of the Office of the County Clerk-Recorder of the County of Sonoma.
“Option Price” is defined in Section 605 (d).
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“Outside Date” is defined in Section 202.4.
“Owner” means the owner of fee title to the Site.
“Owner’s Title Policy” is defined in Section 204.
“Planning Commission” means the City of Healdsburg Planning Commission. “Pre-Approved Exceptions” is defined in Section 203.
“Preliminary Financing Report” is defined in Section 501.2.1. “Project” is defined in Recital D.
“Project Approvals” is defined in Section 302.2.
“Project Improvements” means the improvements to be designed and constructed by Developer on-Site and off-Site as provided herein and described in Section 301. “Property Manager” is defined in Section 402.5.
“Property Manager Unit” is defined in Section 402.2.
“Public Financing” is defined in Section 501.1.
“Public Improvement Agreement” is defined in Section 302.3. “Public Improvement Bonds” means the performance bond and payment bond required to be provided by Developer to City pursuant to the Public Improvement Agreement. “Public Improvement Plans” is defined in Section 302.3. “Public Improvements” is defined in Section 301 (b).
“Purchase Price” is defined in Section 0.
“Schedule of Performance” means the Schedule of Performance attached hereto as Attachment No. 5, setting out the dates and/or time periods by which certain obligations of City and Developer set forth in this Agreement must be accomplished. “Schematic Plans” is defined in Section 304.1.
“Site” is defined in Recital A.
“Site Improvements” is defined in Section 301 (a).
“Site Legal Description,” as defined in Recital A, means the legal description of the Site attached hereto as Attachment No. 2.
“Site Management Plan” is defined in Section 402.5.
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“Site Map,” as defined in Recital A, means the map of the Site attached hereto as Attachment No 1.
“State Labor Code” is defined in Subsection 308.2(a).
“Storm Drain Easement Deed” is defined in Section 301(a) and attached hereto as Attachment No. 9.
“Subordination Agreement – Affordable Units” is defined in Section 405. “Subsequent Project Approvals” is defined in Section 302.2. “Supportive Services Plan” is defined in Section 402.4. “Title Company” is defined in Section 203.
“Title Report” is defined in Section 203 and attached hereto as Attachment No. 13. “Transfer” is defined in Section 605(d).
“Updated Title Report” is defined in Section 203.
“Very Low Income Household” is defined in Section 50105 of the California Health and Safety Code, as amended or any successor statute thereto. “Waste Management Compliance Report” is defined in Section 305.4. “Waste Management Plan” is defined in Section 305.4.
102. Representations and Warranties.
102.1 City Representations. City represents and warrants to Developer as follows:
(a) Authority. City is a California municipal corporation, which has been authorized to transact business pursuant to action of the City Council of the City. City has full right, power and lawful authority to perform its obligations hereunder and the execution, performance and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City.
(b) No Conflict. To the best of City’s knowledge, City’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound. 102.2 Developer Representations. Developer represents and warrants to City as follows:
(a) Authority. Developer is a non-profit public benefit corporation, duly organized under, and qualified to do business and in good standing under, the laws of the State of California. Developer has full right, power and lawful authority to perform its Item 9.a
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obligations hereunder and the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of Developer. (b) No Conflict. To the best of Developer’s knowledge, Developer’s execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound.
(c) No Developer Bankruptcy. Developer is not the subject of any voluntary or involuntary bankruptcy proceeding, and there has been no general assignment or general arrangement for the benefit of any of Developer’s creditors, and no trustee or receiver has been appointed to take possession of substantially all of the assets of Developer. (d) Litigation. To the best of Developer’s knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Site or any portion thereof, at law or in equity before any court or governmental City, domestic or foreign.
(e) No City Member Financial Interest. No member, official or employee of City has any personal interest, direct or indirect, in this Agreement, the Site, the Improvements to be constructed thereon, or in any other development project or business venture in which Developer is the controlling or managing member, general partner or majority shareholder.
(f) Need for Financial Assistance. The Project Improvements are not financially feasible without the Conveyance of the Site to Developer pursuant to the provisions set forth in Section 201 (the “Financial Assistance”). The pro forma dated June 29, 2023, which supports Developer’s need for Financial Assistance is true, correct and complete in all material respects as of the date of the pro forma.
102.3 Material Changes. Until the issuance of a Certificate of Completion for the Project Improvements, Developer, upon learning of any fact or condition that would cause any of the warranties and representations in Section 102.2 not to be true in material respects, shall give written notice of such fact or condition to City within five (5) days of Developer learning such fact or condition.
103. Prohibition Against and Limitations on Change in Ownership, Management and Control of Developer.
103.1 General. The qualifications and identity of the Developer are of particular concern to City. It is because of such demonstrated qualifications and identity that City has entered into this Agreement with Developer. No voluntary or involuntary successor in interest of Developer shall acquire any interest in the Site or Project Improvements or any portion thereof, or any rights or powers under this Agreement (each of the foregoing is referred to herein as an “Interest” and collectively as “Interests”), except as expressly set forth herein.
It is expressly stipulated and agreed that any assignment, sale, transfer or other disposition of all or any portion of the Site or any interest therein or any rights or powers under this Agreement in violation of this Section 103 shall be null, void and without effect and shall be ineffective to relieve Developer of its obligations under this Agreement. After issuance of the Certificate of Item 9.a
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Completion, this Section 103 shall no longer apply and the restrictions on transfer shall be as set forth in the Affordable Housing Covenant.
103.2 Assignment.
(a) Except for pre-approved transfers described in Section 103.3, prior to issuance of a Certificate of Completion with respect to the Project Improvements, Developer shall not assign or transfer any Interest without the prior written approval of the City Manager, in his or her sole discretion. The City Manager shall have the right to disapprove any transfer or assignment that would materially diminish or otherwise materially impair the ability of Developer to fulfill its duties and obligations under this Agreement. (b) Developer shall promptly notify City in advance of any proposed transfer or assignment of any Interest. The City Manager shall approve or disapprove the requested transfer or assignment within sixty (60) days after receipt of a written request for approval, together with such documentation as may be reasonably requested by the City Manager in order to evaluate the proposed assignee’s/transferee’s experience and qualifications, including all loan documents in connection with any proposed financing or refinancing and all documentation which the City Manager determines is reasonably necessary to evaluate the proposed transaction and the proposed assignee’s/transferee’s experience and qualifications.
Notice of a proposed transfer or assignment shall not be required with respect to those preapproved transfers listed in Subsections 103.3(b) or 103.3(d). While pre-approved transfers described in Subsections 103.3(a), 103.3(c) and 103.3(e) do not require the prior approval of the City, Developer is required to provide notice of a proposed transfer or assignment of those preapproved transfers described in Subsections 103.3(a), 103.3(c) and 103.3(e). (c) In addition, Developer shall deliver to the City Manager a proposed written assignment and assumption agreement in which the assignee would expressly agree to assume all rights and obligations of Developer under this Agreement which arise after the effective date of the assignment, and in which the assignee would agree to assume, or Developer would expressly remain responsible for, all performance of Developer which arose prior to the effective date of the assignment. The assignment and assumption agreement shall be in a form reasonably acceptable to City’s legal counsel. Promptly following the date the assignment becomes effective, Developer shall deliver to City a fully executed counterpart of the assignment and assumption agreement.
103.3 Pre-Approved Transfers. Notwithstanding any other provision of this Agreement to the contrary, City approval of a transfer or assignment of any Interest shall not be required in connection with any of the following:
(a) Subject to Developer submitting and obtaining City’s approval of the assignment and assumption agreement referred to in Subsection 103.2(c), any transfer or assignment of any Interest to an Affiliate of Developer; (b) The granting of temporary or permanent easements or permits to facilitate development of the Project Improvements;
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(c) Any mortgage, deed of trust, or assignment for purposes of financing construction (including design, planning, permitting, remediation, site preparation and horizontal and vertical construction) of the Project Improvements; (d) Leasing of Rental Affordable Units to Eligible Households at Affordable Rents; and
(e) Subject to Developer submitting and obtaining City’s approval of the assignment and assumption agreement referred to in Subsection 103.2(c), a transfer of Developers ownership interests into an entity in which Developer maintains full management and control of the day-to-day affairs of the transferee entity or entities, either directly or indirectly through another entity, and which transfer is completed only for the purpose of facilitating financing for the Project Improvements.
In the event of an assignment or transfer by Developer under Subsection 103.3(a), 103.3(c), or 103.3(e) not requiring City’s prior approval, Developer nevertheless agrees that it shall give at least sixty (60) days prior written Notice to City of such assignment or transfer. In addition, City shall be entitled to review such documentation as may be reasonably required by the City Manager for the purpose of determining compliance of such assignment or transfer with the requirements of Subsection 103.3(a), 103.3(c) or 103.3(e). 103.4 Mortgagee Protection. Nothing in this Section 103 or elsewhere in this Agreement shall prohibit (i) the sale or transfer of all or any portion of the Site or Project Improvements through foreclosure of a mortgage or deed of trust permitted pursuant to Subsection 103.3(c), (ii) the transfer of all or any portion of the Site to the holder of such permitted mortgage or deed of trust by deed in lieu of foreclosure, or (iii) the transfer of all or any portion of the Site by any such holder subsequent to acquisition by foreclosure or deed in lieu, so long as such transfer complies with Section 311. 200. CITY DISPOSITION OF THE SITE TO DEVELOPER
201. Purchase and Sale of the Site. Developer shall purchase the Site from City and City shall sell the Site to Developer in accordance with and subject to all of the terms, covenants and conditions of this Agreement for the sum of One Dollar ($1.00) (“Purchase Price”). 202. Escrow. Within the time set forth in the Schedule of Performance, City shall open escrow (“Escrow”) with Old Republic Title Company, Julie Massey, 55 12th Street, Suite 202, Oakland, CA 94607 “Escrow Agent”), for Conveyance of the Site to Developer. 202.1 Closing Costs. Any and all usual fees, charges, and costs chargeable by Escrow Agent for the Escrow, including the costs of the premium for the Title Policy and any endorsements thereto, recording fees, and documentary transfer taxes, if any, due with respect to the Conveyance of the Site (collectively, the “Closing Costs”), shall be paid by Developer. 202.2 Supplemental Escrow Instructions. Prior to Conveyance of the Site to Developer, the parties shall submit appropriate supplemental escrow instructions to Escrow Agent for the close of the Escrow in accordance with the terms and conditions of this Agreement. The parties shall use reasonable good faith efforts to close Escrow in the shortest possible time. Insurance policies for fire or casualty are not to be transferred, and City will Item 9.a
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cancel its own policies, if any, after the Closing. All funds received in the Escrow shall be deposited in interest-bearing accounts for the benefit of the depositing party in any state or national bank doing business in the State of California. All disbursements shall be made by check or wire transfer from such account. The Closing shall take place when both City’s and Developer’s Conditions Precedent to Closing as set forth in Section 205 hereof have been satisfied or waived by the party benefitted by such condition. Escrow Agent is instructed to release City’s escrow closing and Developer’s escrow closing statements to the respective parties.
202.3 Authority of Escrow Agent. Escrow Agent is authorized to, and shall:
(a) Title Policy. Pay and charge Developer for the premium of the Owner’s Title Policy and Lender’s Title Policy as set forth in Section 204 hereof and any amount necessary to place title in the condition necessary to satisfy Section 203 of this Agreement. (b) Endorsements. Pay and charge Developer for any endorsements to the Title Policy that are requested by Developer as set forth in Section 204 hereof. (c) Fees. Pay and charge Developer for the Closing Costs. (d) Purchase Price. Deliver the Purchase Price to City. (e) Grant Deed. Record the Grant Deed conveying fee title to the Site to Developer.
(f) Memorandum of Agreement. Record the Memorandum of
Agreement against the Site.
(g) Affordable Housing Covenant. Record the Affordable Housing Covenant against the Site.
(h) Subordination Agreement – Affordable Units. Record the Subordination Agreement – Affordable Units against the Site. (i) Public Improvement Agreement. Record the Public
Improvement Agreement against the Site.
(j) Disbursement. Disburse funds and deliver and record the Grant Deed, Memorandum of Agreement, Affordable Housing Covenant, Subordination Agreement – Affordable Units, and Public Improvement Agreement when both Developer’s and City’s Conditions Precedent to Closing have been fulfilled or waived in writing by Developer and/or City, as applicable.
(k) Other Actions. Do such other actions as necessary, including obtaining the Owner’s Title Policy, to fulfill its obligations under this Agreement. (l) Additional Documents. Direct City and Developer to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state act and regulations promulgated Item 9.a
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thereunder. City shall execute a Certificate of Non-Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent, on the form to be supplied by Escrow Agent. (m) Closing Statement. Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law.
202.4 Closing. The Conveyance of the Site by City to Developer shall take place within ten (10) days after the satisfaction or waiver, as applicable, of all of City’s and Developer’s Conditions Precedent to Closing as set forth in Section 205, below. “Closing” shall mean the time and day the Grant Deed is filed for record in the Official Records of Sonoma County. The “Closing Date” shall mean the date on which the Closing occurs. Notwithstanding anything herein to the contrary, if, for any reason, Closing has not occurred prior to September 27, 2025 (“Outside Date”), this Agreement shall automatically terminate and, thereafter, neither party shall have any further rights or obligations hereunder except for those provisions which by their terms survive expiration or termination of this Agreement. Notwithstanding Section 702 below, the Outside Date is not subject to extension for any enforced delays. 202.5 Closing Procedure. Escrow Agent shall close Escrow for the Site as follows:
(a) Grant Deed. Record the Grant Deed conveying fee title to the Site to Developer in the Official Records, with instructions to deliver the Grant Deed to Developer.
(b) Memorandum of Agreement. Record the Memorandum of
Agreement against the Site in the Official Records immediately following recordation of the Grant Deed.
(c) Affordable Housing Covenant. Record the Affordable Housing Covenant against the Site in the Official Records immediately following recordation of the Deed of Trust.
(d) Subordination Agreement – Affordable Units. Record the Subordination Agreement – Affordable Units against the Site in the Official Records immediately following recordation of the Affordable Housing Covenant. (e) Public Improvement Agreement. Record the Public
Improvement Agreement against the Site in the Official Records immediately following recordation of the Subordination Agreement - Affordable Units. (f) Purchase Price. Deliver the Purchase Price to City. (g) Owner’s Title Policy. Instruct the Title Company to deliver the Owner’s Title Policy to Developer.
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(h) Informational Reports. File any informational reports required by Internal Revenue Code section 6045(e), as amended, and any other applicable requirements. (i) FIRPTA Certificate. Deliver the FIRPTA Certificate, if any, to Developer.
(j) Accounting. Forward to both Developer and City a separate accounting of all funds received from and disbursed to each party and conformed copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon.
203. Review of Title. In accordance with the ENA, the City and Developer caused Old Republic Title Company (“Title Company”), to deliver to Developer and City a standard preliminary title report dated January 13, 2023, Order No. 1117026213-JM, with respect to the title to the Site (“Title Report”), attached hereto as Attachment No. 13, together with legible copies of the documents underlying the exceptions set forth in the Title Report (“Exceptions”).
Within thirty (30) calendar days following the Date of Agreement, the City and Developer shall cause Title Company to update the Title Report (“Updated Title Report”) and deliver the Updated Title Report and Exceptions set forth in the Updated Title Report to City and Developer. Further, within the time set forth in the Schedule of Performance, Developer shall cause a survey of the Site to be prepared by a licensed civil engineer, certified to Title Company, Developer and City, sufficient to enable Title Company to issue the Owner’s Title Policy and Lender’s Title Policy at Closing. Any matter on such survey shall be included in the Exceptions subject to Developer’s review and approval under this Section 203. Developer shall have the right to reasonably approve or disapprove the Exceptions and the Subordination Agreement – Affordable Units and Public Improvement Agreement; provided, however, Developer hereby approves the following Exceptions which shall be referred to herein as the “Pre-Approved Exceptions”:
(a) The lien of any non-delinquent property taxes and assessments; (b) Exception Nos. 1 through 17 as set forth in the Title Report; (c) The conditions, including repurchase option, set forth in the Grant Deed;
(d) The Memorandum of Agreement;
(e) The Affordable Housing Covenant;
(f) Matters created by, through, or under Developer, including, but not limited to, the Storm Drain Easement Deed and Emergency Vehicle Access Easement Deed required to be recorded against the Site in the Official Records prior to issuance of a certificate of occupancy for the Site Improvements;
(g) Such other exceptions to title as may hereafter be mutually approved by City and Developer.
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Within the time set forth in the Schedule of Performance, Developer shall give written Notice to City, Title Company and Escrow Agent of Developer’s approval or disapproval of any of the Exceptions (except the Pre-Approved Exceptions). Developer’s failure to give written disapproval of the Exceptions within such time limit shall be deemed approval of the Exceptions.
If Developer notifies City of its disapproval of any Exceptions, City shall have the right, but not the obligation, to cause any disapproved Exceptions to be removed within sixty (60) days after receiving written Notice of Developer’s disapproval or provide assurances satisfactory to Developer that such Exceptions will be removed on or before the Closing. City’s failure to notify Developer within such sixty (60) day period shall be deemed an election not to remove the disapproved Exceptions. City’s election not to remove any disapproved Exceptions shall not be a Default under the provisions of this Agreement. If City cannot or does not elect to remove any of the disapproved Exceptions within such sixty (60) day period, Developer shall have ten (10) days after the expiration of such sixty (60) day period to either give City written Notice that Developer elects, in its sole discretion, to proceed with the purchase of the Site subject to the disapproved Exceptions or to give City written Notice that Developer elects to terminate this Agreement. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the “Condition of Title.” If any Exceptions other than Pre-Approved Exceptions are reported by the Title Company after Developer has approved the Condition of Title for the Site pursuant to the foregoing procedures, then any such new Exception shall be subject to the same procedures for review and approval set forth above for Exceptions constituting the Condition of Title.
204. Title Insurance. Concurrently with recordation of the Grant Deed conveying to Developer fee title to the Site, the Title Company shall issue to Developer an ALTA owner’s policy of title insurance in the amount of Two Million Six Hundred Ten Thousand and 00/100 Dollars ($2,610,000.00) (“Owner’s Title Policy”), together with such endorsements as are reasonably requested by Developer, insuring that title to Developer’s interest in the Site acquired as of the date of issuance of the Owner’s Title Policy is vested in Developer. Title Company shall provide City with a copy of the Owner’s Title Policy. The premium for the Owner’s Title Policy, plus any additional costs, including the cost of the survey, if prepared, and any endorsements requested by Developer shall be borne by Developer. 205. Conditions of Closing. The Closing is conditioned upon the satisfaction of the following terms and conditions within the times designated below:
205.1 City’s Conditions of Closing. City’s obligation to proceed with the Closing of the Conveyance of the Site is subject to the fulfillment or waiver by City of each and all of the conditions precedent described below (“City’s Conditions Precedent to Closing”), which are solely for the benefit of City, and which shall be fulfilled or waived within the time periods provided for herein:
(a) No Default. Prior to the Closing, Developer shall not be in Default under the terms of this Agreement, no event shall have occurred which with the passage of time or giving of notice or both would constitute a Default hereunder, and all representations and warranties of Developer contained herein shall be true and correct in all material respects. (b) Public Improvement Agreement; Public Improvement Bonds.
Developer shall have prepared, processed and secured City approval of plans and specifications Item 9.a
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for the Public Improvements, executed and acknowledged the Public Improvement Agreement, and delivered the Public Improvement Agreement into Escrow. Developer shall also have delivered the Public Improvement Bonds required pursuant to the Public Improvement Agreement to the City.
(c) Execution of Documents. Developer shall have (i) executed and acknowledged the Grant Deed, Memorandum of Agreement, Affordable Housing Covenant and any other documents required hereunder and delivered such documents into Escrow, and (ii) caused its lienholders to execute and acknowledge the Subordination Agreement – Affordable Units and deliver such documents into Escrow.
(d) Purchase Price. Developer shall have delivered the Purchase Price into Escrow.
(e) Costs of Closing. Developer shall have delivered the Closing Costs into Escrow.
(f) Evidence of Financing. City shall have approved Developer’s Evidence of Financing as provided in Section 501.2 hereof. (g) Insurance. Developer shall have provided proof of insurance as required by Section 306 hereof.
(h) General Contractor/Construction Contract. City shall have approved Developer’s general contractor and the Construction Contract as provided in Section 305.1 hereof.
(i) Construction Loan Closing. Developer’s construction loan(s) shall have closed or shall be ready to close concurrently with the Closing. (j) Permits and Land Use Approvals. Developer shall have obtained all City and other governmental permits and land use approvals required pursuant to Section 302 hereof and all other entitlements for the Project Improvements, and the period for administrative and legal challenge to such land use approvals and entitlements shall have expired and City shall be ready to issue building permits for the construction of the Project Improvements upon the payment of the applicable fees by Developer. (k) Payment of Development Fees. Developer shall have paid all or be current on payments to City of all development fees due City pursuant to the Project Approvals to enable Developer to commence development and construction of the Project Improvements unless City has otherwise agreed in writing to defer Developer’s payment of development fees to the issuance of a certificate of occupancy for the Project. (l) Design Review. City shall have reviewed and approved the Construction Drawings for the Project as provided in Section 304.4 hereof. 205.2 Developer’s Conditions of Closing. Developer’s obligation to proceed with the Conveyance of the Site is subject to the fulfillment or waiver by Developer of each and all of the conditions precedent described below (“Developer’s Conditions Precedent to Item 9.a
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Closing”), which are solely for the benefit of Developer, and which shall be fulfilled or waived within the time periods provided for herein:
(a) No Default. Prior to the Closing, City shall not be in Default of any of its obligations under the terms of this Agreement, no event shall have occurred which with the passage of time or giving of notice or both would constitute a Default hereunder, and all representations and warranties of City contained herein shall be true and correct in all material respects.
(b) Execution of Documents. City shall have authorized, executed and acknowledged the Grant Deed, Memorandum of Agreement, Affordable Housing Covenant, Public Improvement Agreement, and any other documents required hereunder, and delivered such documents into Escrow.
(c) Review and Approval of Title. Developer shall have reviewed and approved the Condition of Title, as provided in Section 203 hereof. (d) Owner’s Title Policy. The Title Company shall, upon payment of Title Company’s regularly scheduled premium, be ready to issue the Owner’s Title Policy upon recordation of the Grant Deed in accordance with Section 204 hereof. 206. Property Taxes and Assessments. Ad valorem taxes and assessments levied, assessed or imposed on the Site for any period prior to Conveyance of the Site to Developer shall be borne by City. Ad valorem taxes and assessments levied, assessed or imposed on the Site for the period after Conveyance thereof shall be borne by Developer. 207. Access to Site Prior to Conveyance of Site. Prior to Conveyance of the Site, City and Developer shall cooperate to enable representatives of Developer to obtain the right of access to all portions of the Site for the purpose of obtaining data and making surveys and tests, including the investigation of the soils and environmental condition of the Site. Developer agrees to notify City in writing at least twenty-four (24) hours prior to undertaking any studies or work upon the Site. City may require Developer to execute one or more right of entry agreements satisfactory to City’s legal counsel prior to commencing such studies or work. Any preliminary work by Developer shall be undertaken only after securing all required insurance under this Agreement and any and all necessary permits from the appropriate governmental agencies. Developer shall indemnify, defend, protect and hold City and City Parties harmless from any claims, losses, liabilities and damages arising out of the activities of Developer as set forth in this Section 207. In addition, in the event that Developer causes any damage to any portion of the Site or the existing improvements thereon, Developer shall promptly restore the Site and existing improvements thereon as nearly as possible to the physical condition existing immediately prior to Developer’s entry onto the Site.
208. Condition of the Site.
208.1 Investigation of the Site. During the term of the ENA, Developer was provided the right, at its sole cost and expense, to engage its own as Developer deems necessary, to determine whether the Site is suitable for development of the Project Improvements, taking into account the geotechnical and soils conditions; the presence or absence of toxic or other hazardous materials; the zoning of the Site; the massing of the proposed Project Improvements; Item 9.a
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traffic, circulation and parking requirements, issues and constraints imposed on developments of this type that may affect development of the Site; assessment of major public and private utility capacities and connections for providing service to the Project Improvements; assessment of Site drainage; assessment of creek and wetland issues that may affect development of the Project Improvements; and assessment of any other environmental and regulatory factors that the Developer deems relevant. In accordance with the ENA, Developer notified City and does hereby confirm in this Agreement that, in the Developer’s judgment, based on its investigations and analyses, the Site is suitable for development.
Developer acknowledges that City makes no representations or warranties with respect to the accuracy, completeness, methodology of preparation or otherwise concerning the contents of any information or reports made available to Developer regarding any inspections, engineering, environmental or other matters pertaining to the Site. Developer acknowledges that City has requested that Developer inspect fully all portions of the Site and investigate all matters relevant thereto and to rely solely upon the results of Developer’s own inspections or other information obtained or otherwise available to Developer, rather than any information that may have been provided by City to Developer.
208.2 No Further Warranties as to Site; Release of City. Notwithstanding any provision of this Agreement to the contrary, the Site shall be conveyed by City to Developer in its “AS IS” condition, “WITH ALL FAULTS,” with no warranty expressed or implied by City regarding the presence of Hazardous Materials or the condition of the soil, its geology, the presence of known or unknown seismic faults, or the suitability of the Site for the development purposes intended hereunder. To the extent authorized by contract or law, City shall assign to Developer all warranties and guaranties with respect to the Site, if any, that City may receive from the prior owner of the Site.
Developer hereby waives, releases and discharges forever City and City Parties from all present and future Claims, known and unknown, arising out of or in any way connected with the condition of the Site or the existing improvements thereon or any Hazardous Materials on, under or about the Site or existing improvements, however they came to be placed there.
Developer is aware of and familiar with the provisions of section 1542 of the California Civil Code which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” As such relates to this Section 208.2, Developer hereby waives and relinquishes all rights and benefits which it may have undgr s¢g¢fon 1542 of the California Civil Code.
Developer
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209. Hazardous Materials.
209.1 Duty to Prevent Hazardous Materials Contamination. After the Conveyance, Developer shall take all reasonably necessary precautions to prevent the release of any Hazardous Materials onto or from the Site. Such precautions shall include compliance with all Laws with respect to Hazardous Materials. In addition, Developer shall install and utilize such equipment and implement and adhere to such procedures as are consistent with all Laws with respect to the disclosure, storage, use, removal and disposal of Hazardous Materials. 209.2 Environmental Inquiries. If a release of any Hazardous Materials onto or from any portion of the Site occurs at any time after the Conveyance, Developer shall, as soon as possible after the release, furnish to City a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. 209.3 Environmental Indemnification. From and after the Conveyance, Developer shall indemnify, defend and hold City and City Parties harmless from and against any Claims resulting from, arising out of, or based upon the release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Site in violation, or alleged violation, of any Laws, no matter when occurred, except that the foregoing indemnity obligation shall not apply to any matters that arise out of the active negligence or willful misconduct of City or City Parties. This indemnity shall include any damage, liability, fine, penalty, parallel indemnity, cost or expense arising from or out of any claim, action, suit or proceeding for bodily injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, trespass, contamination, leak, spill, release or other adverse effect on the environment. 210. City Consultant Cost Deposit. Developer acknowledges that the City shall expend resources implementing this Agreement and performance of the tasks required of City in the Schedule of Performance. Within the time established in the Schedule of Performance, Developer shall submit to the City an initial deposit of TWENTY-FIVE THOUSAND Dollars ($25,000) (“City Consultant Cost Deposit”). The City Consultant Cost Deposit shall be placed in a separate City deposit account and any subsequent deposits shall be added to the total City Consultant Cost Deposit amount and may be used in accordance with this Agreement.
The City Consultant Cost Deposit shall be used by the City to pay for the City’s third party consultant costs and expenses incurred to implement this Agreement and negotiate and prepare agreements necessary to implement this Agreement (collectively, the “Implementing Agreements”). Such costs may include, but are not limited to, reasonable fees and services of third party consultants and attorneys, selected by the City in its sole discretion, relating to the implementation of this Agreement and the negotiation and preparation of the Implementing Agreements (“Consultant Costs”). Developer acknowledges that City’s Consultant Costs include its city attorney services provided by the firm of Burke Williams & Sorensen, LLP, who will assist City with the negotiation and drafting of the Implementing Agreements.
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300. DEVELOPMENT OF SITE
301. Project Improvements. Consistent with the Project Approvals, the “Project Improvements” to be constructed and developed by Developer on-Site and off-Site shall generally consist of and be defined as the following:
a) The Site shall be improved with two, four-story residential buildings of a height not to exceed 47 feet, as measured at the roof ridge and parapet, and 56 feet, as measured at the stairwells, containing 58 residential units totaling approximately 61,470 square feet and comprised of twenty-eight (28) one-bedroom units, fifteen (15) two-bedroom units, and fifteen (15) three-bedroom units, 104 surface parking spaces, 60 bicycle spaces (50 in a secured indoor room), approximately 6,225 square feet of common outdoor space, approximately 2,273 square feet of indoor common space, preservation and restoration of the Foss Creek riparian corridor, creation of wetlands on the Site, and associated hardscape and landscaping improvements (“Site Improvements”), with the exception of one (1) Manager’s Unit, the residential units shall be restricted for rental to and occupancy by lower income households, very low income households and extremely low income households, at an affordable rent, for a minimum period of 55 years, as more particularly set forth in the Affordable Housing Covenant attached hereto as Attachment 6. Further, in accordance with the Conditions of Approval, the Site shall be subject to (i) a ten foot (10’) wide public storm drain easement in the location of existing storm drain pipes and outfalls on, over and across the northerly portion of Site, in perpetuity, as more particularly set forth in the “Storm Drain Easement Deed” attached hereto as Attachment 9, and (ii) a twenty foot (20’) wide emergency vehicle access easement on, over and across the Site, in perpetuity, as more particularly set forth in the “Emergency Vehicle Access Easement Deed” attached hereto as Attachment 10, each of which shall be executed and acknowledged by Developer and City and delivered to City for recording in the Official Records against the Site prior to the issuance of a certificate of occupancy by City for the Site Improvements. b) Public improvements shall include (i) frontage improvements (curb, gutter, sidewalk, street lights, street trees, etc.) along the Dry Creek Road frontage of the Site as shown on the Schematic Plan, (ii) undergrounding of existing overhead utilities along the Dry Creek Road frontage of the Site, (iii) abandonment of existing 8-inch and 12-inch storm drain lines in Dry Creek Road, (iv) replacement of existing 24-inch storm drain line within the drive aisle and parking area, if required, following a condition analysis/assessment, (v) connection of sewer line serving the Site to either an existing or new sanitary sewer manhole in Dry Creek Road, (vi) installation of a City standard fire hydrant along the Dry Creek Road frontage of the Site, and (vii) installation of “no left turn” signage within Dry Creek Road right-of-way (“Public Improvements”).
Developer shall develop and construct the Project Improvements in accordance with the Conditions of Approval required by City, the MMRP, and those plans, drawings and documents (including Construction Drawings) submitted by Developer and approved by City, as applicable, all as provided herein. All work of Project Improvements shall be performed in a first-class, Item 9.a
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workmanlike manner by qualified, professional contractor(s) duly licensed in California and in good standing under applicable Laws.
302. Development Approvals. Except as otherwise expressly provided in this Agreement, Developer shall, at its sole cost, construct and install the Project Improvements onSite and off-Site in accordance with the Project Approvals, Subsequent Project Approvals, and the Construction Drawings to be submitted by Developer and approved by City as provided in Section 304.2.
302.1 Project Approvals. “Project Approvals” means the DR Resolution and CEQA Resolution, inclusive of the MMRP, approved by the Planning Commission on September 27, 2022, including the Conditions of Approval thereto, and all other approvals that may be required by the City Municipal Code or other applicable Laws. 302.2 Subsequent Project Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Project Approvals, will be necessary or desirable for implementation of the Project Improvements (“Subsequent Project Approvals”). The Subsequent Project Approvals may include, without limitation, the following: 401 Permit from the North Coast Regional Water Quality Control Board, 404 Permit from the U.S. Army Corps of Engineers, amendments of the Project Approvals, grading permits, encroachment permits, building permits, sewer and water connection permits, sign permits, certificates of occupancy, lot line adjustments and/or subdivision maps, and any amendments to, or repealing of, any of the foregoing. Within the time provided in the Schedule of Performance, Developer, at its expense, shall secure or cause to be secured any and all Subsequent Project Approvals, including those listed in Section 302.3 below, which may be required by City and any other governmental entity exercising jurisdiction, including compliance with CEQA and/or NEPA, if applicable. City staff will work cooperatively with Developer to assist in coordinating the expeditious processing and consideration of all necessary Subsequent Project Approvals for the Project Improvements. 302.3 Public Improvement Agreement; Public Improvement Bonds. Within the time provided in the Schedule of Performance Developer shall (i) prepare and file with City, for its review and approval in accordance with the Conditions of Approval, final public improvement plans in conformance with the Conditions of Approval (“Public Improvement Plans”), (ii) execute and deliver to Escrow an agreement governing Developer’s obligation to construct the Public Improvements in conformance with the Public Improvement Plans (“Public Improvement Agreement”), in the form prepared by and acceptable to the City Attorney, (iii) deliver to City performance and labor and material bonds, in an amount and form approved by the City Engineer, to guarantee Developer’s obligations relating to the Public Improvements as set forth in the Public Improvement Agreement (“Public Improvement Bonds”). 303. Schedule of Performance. Subject to the provisions of Section 702 hereof, Developer shall commence and complete construction of the Project Improvements and satisfy all other obligations and conditions of this Agreement with respect thereto within the times established in the “Schedule of Performance,” attached hereto as Attachment No. 5. “Commence Construction” or “Commencement of Construction” shall be deemed to have occurred when City has issued one or more permits for the construction of the Site Improvements and Developer has commenced excavation and grading on the Site in reliance on the permits issued; and such date shall be memorialized in writing by the parties. “Complete Item 9.a
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Construction” or “Completion of Construction” shall be deemed to have occurred when Developer has completed the work of the Project Improvements in conformity with this Agreement and therefore has the right to submit a request for a Certificate of Completion to City pursuant to Section 310. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between Developer and the City Manager, and the City Manager is authorized to make such revisions from time to time as he or she deems reasonably necessary. The foregoing notwithstanding, the City Manager has no authority to revise the Outside Date without the consent and approval of the City Council. 304. Design Review.
304.1 Schematic Plans. City hereby approves the plans prepared by Van Meter Williams Pollack, LLP, dated April 20, 2022, as updated April 22, 2022, and approved by the Planning Commission on September 27, 2022, pursuant to the DR Resolution (“Schematic Plans”), which illustrate the overall development concept of the Project Improvements. 304.2 Construction Drawings and Related Documents. Within the time set forth in the Schedule of Performance, Developer shall prepare and submit to City detailed construction drawings and plans with respect to the Project Improvements, including a grading plan, which shall be consistent with the Schematic Plans and be prepared by a registered civil engineer and/or licensed architect (“Construction Drawings”). 304.3 Revisions. If, after approval of the Construction Drawings, Developer desires to propose any material revisions to such Construction Drawings, it shall submit such proposed changes to City, and shall also proceed in accordance with any and all Laws regarding such revisions. If any material change to the Project Improvements is proposed which deviates from the basic concept for the Project Improvements set forth in the Schematic Plans as originally approved by City, then City’s approval of any revisions to such Construction Drawings may be conditioned upon the renegotiation of the economic terms of this Agreement.
If the Construction Drawings, as modified by the proposed change, generally and substantially conform to the Schematic Plans and the Project Improvements, the City Manager shall review the proposed change and notify Developer in writing within fifteen (15) days after submission to City as to whether the proposed change is approved or disapproved; provided, however, that the City Manager is authorized to and shall approve changes to the approved Construction Drawings provided such changes do not reduce the number or size of the Affordable Units or significantly reduce the quality of materials to be used, as determined by the City Manager in his or her reasonable discretion. Any and all change orders or revisions required by City and its inspectors which are required under City Municipal Code and all other applicable codes (e.g., Building, Plumbing, Fire, Electrical, etc.) and Laws shall be included by Developer in its Construction Drawings and completed during construction of the Project Improvements. 304.4 Consultation and Coordination. During preparation of the Construction Drawings, City staff and Developer shall hold progress meetings on an as-needed basis to coordinate the preparation, submission, and review of such Construction Drawings. City staff and Developer shall communicate and consult informally as frequently as is necessary to ensure that the formal submittal of any documents to City can receive timely and thorough consideration.
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304.5 Defects in Plans. City shall not be responsible to Developer or to any third parties in any way for (i) any defects in any Schematic Plans or Construction Drawings, (ii) any defects in any of the Project Improvements, or (iii) any structural or other defects in any work done according to the approved Schematic Plans or Construction Drawings. 305. Construction Requirements.
305.1 General Contractor; Construction Contract. Within the time established in the Schedule of Performance, Developer shall notify City of the Developer’s selection of a general contractor and the final construction contract (“Construction Contract”), which shall be a guaranteed maximum price contract in a form acceptable to City. The City Manager shall approve or disapprove the proposed general contractor and the Construction Contract for the Project Improvements within the time established in the Schedule of Performance. The City Manager shall not withhold approval of a proposed general contractor who in the reasonable opinion of the City Manager is financially capable and has the qualifications and experience to perform its duties and obligation under a guaranteed maximum price contract acceptable to City.
305.2 Costs of Development and Construction. All costs of preparing the Site, and planning, designing, and constructing the Project Improvements shall be borne solely by Developer.
305.3 Construction Oversight. City may retain a third party consultant to monitor the construction, and ensure that Developer maintains adequate funding for completion of the Project Improvements.
305.4 Waste Reduction and Recycling. Developer shall, and shall require its general contractor to, arrange the segregation of recyclable construction-generated solid waste from non-recyclable waste, and divert at least seventy percent (70%) of all construction debris.
Within the time established in the Schedule of Performance, Developer shall submit to City a waste management plan, in a form acceptable to City, outlining the estimated amount and types of waste to be generated, reused, recycled, and disposed of (“Waste Management Plan”). The City Manager shall approve or disapprove the proposed Waste Management Plan within the time established in the Schedule of Performance. If the City Manager disapproves the Waste Management Plan, the City Manager shall do so by written Notice to Developer stating the reasons for such disapproval. The City Manager shall approve or disapprove any newly submitted Waste Management Plan in the same manner and within the same time established in the Schedule of Performance for the approval or disapproval of the Waste Management Plan initially submitted to City. Upon Completion of Construction, Developer shall, or shall require the general contractor to, submit a report evidencing compliance with the Waste Management Plan, including evidence of the amounts and types of materials that have been recycled or reused for the Project Improvements (“Waste Management Compliance Report”). 305.5 Construction Reports. Upon Commencement of Construction and until Completion of Construction, Developer shall submit to City written progress reports of the construction within five (5) days following City’s request (not to be made more frequently than once a month). The progress reports shall be in such form and detail as may reasonably be required by City for proper review and oversight of the Project Improvements, and shall include Item 9.a
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a reasonable number of construction photographs taken since the last submitted progress report to visualize progress on the construction of the Project Improvements. 306. Insurance Requirements. Developer shall take out and maintain, and/or shall cause its contractor to take out and maintain, throughout the term of this Agreement, a commercial general liability policy in an amount not less than Two Million Dollars ($2,000,000) combined single limit, including contractual liability together with a comprehensive automobile liability policy in the amount of One Million Dollars ($1,000,000), combined single limit. Such policy or policies shall be written on an occurrence form. During any period in which construction is being undertaken, Developer shall maintain or shall cause its contractor to maintain builder’s all-risk insurance in an amount not less than the full insurable value of the Improvements under construction on a replacement cost basis; and Developer, shall cause to be furnished to City evidence reasonably satisfactory to City that any contractor with whom Developer has contracted for the performance of work on the Site carries workers’ compensation insurance as required by law. Companies writing the insurance required hereunder shall be approved to conduct business in the State of California. Developer’s insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A-:VII. Developer shall furnish appropriate certificate(s) of insurance evidencing the insurance coverage required hereunder, and City and its officers, officials, and employees (collectively, “City Parties”) shall be named as additional insured parties under the liability policies required hereunder. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination (ten (10) days advance notice in the case of cancellation for nonpayment of premiums), if the insurance carrier provides such notices in its normal course of business. Coverage provided hereunder by Developer shall be primary insurance and shall not be contributing with any insurance, selfinsurance or joint self-insurance maintained by City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of City. The required certificate and endorsements shall be furnished by Developer to City within the time provided in the Schedule of Performance, and throughout the term of the Agreement within ten (10) business days following City’s request therefor. 307. Rights of Access. During the period of construction of the Project Improvements, representatives of City shall have the reasonable right of access to the Site, without charges or fees, at normal construction hours for the purposes of inspecting the Site and Project Improvements being constructed thereon and ensuring compliance with this Agreement, so long as City and its representatives comply with all safety and security rules. City and its representatives shall, except in emergency situations, notify Developer at least twenty-four (24) hours in advance of exercising its rights pursuant to this Section 307. Nothing herein shall be deemed to limit the ability of City to conduct code enforcement and other administrative inspections of the Site and Project Improvements in accordance with applicable Laws. 308. Compliance with Laws.
308.1 Compliance with Laws. Developer shall carry out the construction of the Project Improvements and all other work pursuant to this Agreement in conformity with all applicable Laws. All such work shall be performed by one or more qualified contractors duly licensed in and in good standing under the laws of the State of California.
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308.2 Prevailing Wage Requirements.
(a) Developer acknowledges and agrees that the Project Improvements may constitute “public works” as defined in Labor Code section 1720 in that such Project Improvements may involve construction, alteration, demolition, installation, or repair work done under contract and paid for in whole or in part out of public funds under Labor Code section 1720, et seq. (“State Labor Code”); however, depending on Project Financing, the Project Improvements may nevertheless be exempt from the requirements of the State Labor Code. Accordingly, in the event the Project Improvements to be constructed remain subject to the requirements of the State Labor Code, Developer shall comply with all applicable State Labor Code requirements, including provisions requiring the payment of prevailing wages in connection with construction of the Project Improvements. If applicable, Developer shall require its general contractor to post at the Site prevailing wage rates for all applicable trades and to submit copies of payroll records to Developer to ensure compliance with State Labor Code requirements pertaining to “public works.” Developer shall provide such payroll records to City promptly following City’s request therefor. Developer shall also include in the Construction Contract with its general contractor a provision, in a form reasonably acceptable to City, obligating such general contractor to require its contractors and/or subcontractors to comply with all State Labor Code requirements pertaining to “public works” (as defined in Labor Code section 1720). If Developer receives federal funding or assistance and the financing source requires compliance Developer shall also comply with any applicable federal labor requirements, including the Davis-Bacon Act of 1931 as codified in 40 U.S.C §§ 3141 through 3148 (“DavisBacon”). (b) If applicable, Developer shall defend (with counsel reasonably acceptable to City) City and City Parties from and against any and all Claims made by a third party or parties arising out of Developer’s obligation to comply with all State Labor Code and Davis-Bacon requirements pertaining to public works and payment of prevailing wages in connection with the Improvements, as required pursuant to the immediately preceding paragraph, and indemnify and hold harmless City and City Parties with respect to all final judgments or settlements in actions brought by any “contractor” in which City or City is (i) determined to be an “awarding body” and (ii) damages are awarded, pursuant to Labor Code sections 1726 or 1781 or applicable portions of Davis-Bacon. Developer’s indemnity obligations under this Section 308.2 shall survive expiration or termination of this Agreement and issuance of the Certificate of Completion.
(c) Developer hereby waives, releases and discharges forever City and City Parties from any and all present and future Claims arising out of or in any way connected with Developer’s obligation to comply with all State Labor Code and Davis-Bacon requirements pertaining to public works and payment of prevailing wages pursuant to the first paragraph of this Section 308.2.
309. Taxes and Assessments. During its period of ownership of the Site and the Project Improvements thereon, Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the Site and the Project Improvements thereon, or any portion thereof, subject to Developer’s right to contest in good faith any such taxes or seek a welfare exemption. Developer shall remove or have removed any levy or attachment made on the Site or Item 9.a
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the Project Improvements thereon or any part thereof; or shall assure the satisfaction thereof within thirty (30) days following the date of attachment or levy. 310. Certificate of Completion. Following Developer’s satisfactory completion of the work of Project Improvements, as evidenced by City’s issuance of a certificate of occupancy and execution and recordation of Subordination Agreements in conformity with Section 405.1 of this Agreement, Developer may request that City issue the Certificate of Completion with respect to such work. The “Certificate of Completion” shall be substantially in the form of Attachment No. 8 attached hereto. City shall not unreasonably withhold the Certificate of Completion. If City refuses or fails to furnish the Certificate of Completion, City shall, within ten (10) business days after Developer’s written request therefor, provide Developer with a written statement of the reasons City refused or failed to furnish the Certificate of Completion. The statement shall also contain City’s opinion of the actions Developer must take to obtain the Certificate of Completion. The Certificate of Completion shall be a conclusive determination of Developer’s satisfactory completion of the work of Project Improvements. Any party then owning or thereafter purchasing or otherwise acquiring any interest in the Site shall not (because of such ownership, purchase, or acquisition) incur any obligation or liability under this Agreement, except for those continuing covenants as set forth in the Affordable Housing Covenant.
Notwithstanding anything in this Agreement to the contrary, the Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to the holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the construction of the Project Improvements, or any part thereof; nor shall the Certificate of Completion constitute a notice of completion as referred to in section 3093 of the California Civil Code.
311. Mortgage and Deed of Trust Financing.
311.1 No Encumbrances Except Mortgages and Deeds of Trust. Prior to issuance of the Certificate of Completion, mortgages, deeds of trust and any other financing instrument will be permitted on the Site only for the purpose of financing construction and development of the Project Improvements (including but not limited to, design, planning, permitting, remediation, site preparation and horizontal and vertical construction). Following issuance of the Certificate of Completion, mortgages, deeds of trust and any other financing instrument shall be permitted for any purpose, and City shall have no approval or disapproval rights with respect thereto. The words “mortgage” and “deed of trust” as used herein shall include sale and lease-back financing.
311.2 Holder Not Obligated to Construct Project Improvements. The holder of any mortgage or deed of trust on the Site shall not be obligated by the provisions of this Agreement to construct or complete the Project Improvements or to guarantee such construction or completion. Nothing in this Agreement shall be deemed to or be construed to permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon other than those uses and Project Improvements provided for or authorized by this Agreement, the Affordable Housing Covenant, and the Project Approvals. 311.3 Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage, deed of trust or other financing instrument granted by Developer on the Site, whenever City shall deliver any Notice or demand to Developer with Item 9.a
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respect to any breach or default by Developer hereunder, City shall at the same time deliver to each holder of record of any mortgage, deed of trust or other financing instrument on the Site a copy of such Notice or demand. No Notice of default shall be effective as to the holder unless such Notice is given. Each such holder shall (insofar as the rights of City are concerned) have the right, at its option, within one hundred twenty (120) days after the receipt of the Notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. In the event possession of the Site (or portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within one hundred twenty (120) days, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy (the foregoing time periods being subject to extension during the period that such holder is precluded from taking or pursuing any such action as a consequence of any bankruptcy stay or other court order). Nothing in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project Improvements (beyond the extent necessary to conserve or protect such Project Improvements or construction already made) without first having expressly assumed Developer’s obligations to City by written agreement reasonably satisfactory to City. Any such holder properly completing such Project Improvements shall be entitled, upon compliance with the requirements of Section 310, to a Certificate of Completion. 400. COVENANTS, RESTRICTIONS AND AGREEMENTS
401. Use Covenants. The Site shall be used for the uses set forth in the Project Approvals for the Site, as the same may be amended or modified from time to time. All uses on the Site shall conform to the Project Approvals, this Agreement, and the Affordable Housing Covenant.
402. Affordable Units. As more particularly set forth in the Affordable Housing Covenant, all of the residential units constructed on the Site (with the exception of one (1) unit which shall be reserved for the Property Manager [as defined in the Affordable Housing Covenant]) shall be rented to and occupied by an Eligible Household at an Affordable Rent (each, an “Affordable Unit” and, collectively, the “Affordable Units”). 402.1 Rent and Income Restrictions. As more particularly set forth in the Affordable Housing Covenant, the Affordable Units shall be rented to and occupied by Eligible Households at Affordable Rents for a period of fifty-five (55) years. 402.2 General Requirements for Affordable Units. As more particularly set forth in the Affordable Housing Covenant, the Fifty-Eight (58) Affordable Units constructed on the Site shall consist of twenty-eight (28) one-bedroom units, fifteen (15) two-bedroom units, and fifteen (15) three-bedroom units. The foregoing notwithstanding, one (1) of the Affordable Units shall be rented to and occupied by the Property Manager (the “Property Manager Unit”), who is required to reside on the premises pursuant to Section 402.5 below, however, the rental of the Property Manager Unit to the Property Manager shall not be subject to the income and rent restrictions set forth herein
402.3 Marketing of Affordable Units. Developer shall be responsible for marketing the Affordable Units, as more particularly set forth in the Affordable Housing Covenant. Within the time established in the Schedule of Performance, Developer shall submit Item 9.a
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to City a residential marketing plan, in a form acceptable to City and consistent with the provisions of the Affordable Housing Covenant (“Marketing Plan”). The City Manager shall approve or disapprove the proposed Marketing Plan within the time established in the Schedule of Performance. Approval shall not be unreasonably withheld. If the City Manager disapproves the Marketing Plan, the City Manager shall do so by written Notice to Developer stating the reasons for such disapproval. The City Manager shall approve or disapprove any newly submitted Marketing Plan in the same manner and within the same time established in the Schedule of Performance for the approval or disapproval of the Marketing Plan initially submitted to City.
402.4 Supportive Services to Residents. Developer shall be responsible for ensuring that adequate supportive services are provided to residents of the Affordable Units, as more particularly set forth in the Affordable Housing Covenant. Within the time established in the Schedule of Performance, Developer shall submit to City a residential supportive services plan, in a form acceptable to City and consistent with the provisions of the Affordable Housing Covenant (“Supportive Services Plan”). The City Manager shall approve or disapprove the proposed Supportive Services Plan within the time established in the Schedule of Performance.
Approval shall not be unreasonably withheld. If the City Manager disapproves the Supportive Services Plan, the City Manager shall do so by written Notice to Developer stating the reasons for such disapproval. The City Manager shall approve or disapprove any newly submitted Supportive Services Plan in the same manner and within the same time established in the Schedule of Performance for the approval or disapproval of the Supportive Services Plan initially submitted to City.
402.5 On-Site Property Manager; Site Management Plan. Developer shall be responsible for ensuring that a person with the requisite skill and experience managing multi-family residential developments (“Property Manager”) lives on the Site in one (1) of the Affordable Units. Further, Developer shall be responsible for addressing in detail their plan to provide for the maintenance, repair (both routine and extraordinary), and rehabilitation of the Affordable Units, replacement of capital items in the Affordable Units, and implementation of the requirements of the Conditions of Approval and MMRP (“Site Management Plan”). Within the time established in the Schedule of Performance, Developer shall submit to City a Site Management Plan. The City Manager shall approve or disapprove the proposed Site Management Plan within the time established in the Schedule of Performance. Approval shall not be unreasonably withheld. If the City Manager disapproves the Site Management Plan, the City Manager shall do so by written Notice to Developer stating the reasons for such disapproval. The City Manager shall approve or disapprove any newly submitted Site Management Plan in the same manner and within the same time established in the Schedule of Performance for the approval or disapproval of the Site Management Plan initially submitted to City.
403. Maintenance Covenants. Developer hereby covenants and agrees that it shall be responsible for ensuring that the Project Improvements on the Site are maintained in a clean and orderly condition and in good physical and aesthetic condition and repair, and that the Site shall be kept in a decent, safe, sanitary, habitable and tenantable living condition, free from any accumulation of debris, waste, unmaintained landscaping, graffiti, disrepair, abandoned vehicles and appliances, and illegal activity, and in conformity with all applicable federal, state and local laws, ordinances, codes and regulations, including the Conditions of Approval Item 9.a
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404. Nondiscrimination Covenants.
404.1 No Discrimination. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site, any improvements thereon, or any part thereof, nor shall the grantee or any person claiming under or through Developer, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants and all other provisions of this Section 404 shall run with the land and shall be contained in each subsequent grant deed conveying title to the Site, any improvements thereon, or any part thereof, to any subsequent owner, and the provisions of this Section 404 shall survive expiration or other termination of this Agreement.
404.2 Nonsegregation Clause. Developer shall refrain from restricting the rental, sale or lease of the Site or any improvements thereon, or any part thereof, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code. All such deeds, leases or contracts for the rental, sale or lease of the Site or any improvements thereon, or any part thereof, made by Developer after the Date of Agreement, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.” (b) In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with Item 9.a
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reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.”
(c) In contracts: “There shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of section 12955 of the Government Code, as those bases are defined in sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of section 12955, and section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises.” 405. Affordable Housing Covenant. Developer’s covenants with respect to the development, use, maintenance, and operation of the Site shall be more particularly set forth in the Affordable Housing Covenant, which shall run with the land and be binding on Developer and its successors and assigns for the period of time set forth therein.
Within the time provided in the Schedule of Performance, the Affordable Housing Agreement and Declaration of Restrictive Covenants (“Affordable Housing Covenant”), attached hereto as Attachment No. 6, shall be executed and acknowledged by City and Developer, subject to non-substantive formatting and/or clerical modifications, and delivered into Escrow for recordation in the Official Records. Further, prior to Closing, City and Developer shall agree on the allocation of one-bedroom units, two-bedroom units and threebedroom units for rental to Extremely Low Income Households, Very Low Income Households and Lower Income Households as provided in Sections 4, 5.a., 6.a., and 7.a. of the Affordable Housing Covenant, which allocation shall otherwise conform with the requirements of California Government Code § 37364. The Affordable Housing Covenant shall be recorded against the Site immediately following delivery and recordation of the Grant Deed and shall have priority over the liens of all mortgages, deeds of trust and other liens (other than the lien for current, unpaid property taxes). Within the time provided in the Schedule of Performance, Developer shall cause all such mortgagees, deed of trust beneficiaries and other lien holders to execute and deliver to Escrow for recordation in the Official Records a subordination agreement in a form reasonably acceptable to City unconditionally subordinating such mortgages, deeds of trust and other liens to the Affordable Housing Covenant (“Subordination Agreement – Affordable Units”). 406. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction. City is deemed the beneficiary of the terms and provisions of this Agreement, including the Affordable Housing Covenant, and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement, including the Affordable Housing Covenant, and the covenants running with the land have been provided, without regard to whether City has been, remains or is an owner of any land or interest therein in the Site. City shall have the right, if this Agreement, Affordable Housing Covenant, or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement, Affordable Housing Covenant and covenants may Item 9.a
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be entitled. The covenants contained in this Agreement shall remain in effect until the issuance of the Certificate of Completion, except for the following:
(a) The covenants pertaining to the Affordable Units, use and maintenance of the Site and all Project Improvements thereon, as set forth in Sections 401, 402, 403 and 405, shall remain in effect for the time period set forth in the Affordable Housing Covenant.
(b) The covenants against discrimination, as set forth in Section 404 shall remain in effect in perpetuity.
500. FINANCIAL PROVISIONS
501. Preliminary Financing Report, Evidence of Financing, and Loan Closings. 501.1 Preliminary Financing Report. Within the time established in the Schedule of Performance, Developer shall prepare and submit to City its plan for debt financing that, coupled with the proposed equity financing, are sufficient to undertake the design and construction of the Project Improvements in accordance with this Agreement (“Preliminary Financing Report”). The Preliminary Financing Report shall include the following: (i) cost of design and construction of Project Improvements; (ii) initial amount of Twenty Nine Thousand and 00/100 Dollars ($29,000.00) to make up the annual capital reserve fund for replacement of Project Improvements; and (iii) private and public sources of funding for the design and construction of the Project Improvements, amount of funding to be provided by each source, and phasing and timing of funding applications, award and disbursements, including the sources of public funding (the “Public Financing”).
501.2 Evidence of Financing. Within the time established in the Schedule of Performance, Developer shall obtain and submit to City written evidence satisfactory to City that Developer has submitted applications for Public Financing and obtained firm commitments for debt and equity financing necessary to undertake the design and construction of the Project Improvements in accordance with this Agreement (“Evidence of Financing”). The Evidence of Financing shall include the following: (i) cost of construction of Project Improvements based on 100% Construction Drawings and a guaranteed maximum price Construction Contract; (ii) initial amount of Twenty Nine Thousand and 00/100 Dollars ($29,000.00) to make up the annual capital reserve fund for replacement of Project Improvements; and (iii) written evidence of private funding and Public Financing committed to the Project Improvements, amount of funding to be provided by each source, and phasing and timing of funding disbursements. 501.3 City Approval. The City Manager shall approve or disapprove the Preliminary Financing Report and Evidence of Financing within the times established in the Schedule of Performance. Approval shall not be unreasonably withheld. If the City Manager shall reasonably disapprove any portion of the Preliminary Financing Report or Evidence of Financing, the City Manager shall do so by written notice to Developer stating the reasons for such disapproval and, thereafter, Developer shall utilize good faith, diligent efforts to promptly obtain and submit to City a new Preliminary Financing Report or Evidence of Financing, as applicable. The City Manager shall approve or disapprove such new Preliminary Financing Report or Evidence of Financing in the same manner and within the same times established in the Schedule of Performance for the approval or disapproval of the Preliminary Financing Report Item 9.a
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or Evidence of Financing, as applicable, as initially submitted to City. In the event City disapproves Developer’s Preliminary Financing Report or Evidence of Financing or Developer fails to obtain and deliver the Preliminary Financing Report or Evidence of Financing to City as provided above, then either party may terminate this Agreement as provided herein by Notice to the other party and, thereafter, neither party shall have any rights or obligations hereunder. 501.4 Loan Closings, Financing, and Notice of Default to City. Prior to or simultaneous with the Closing, Developer’s construction loan(s) shall have closed and all other financing shall have been provided to Developer. Developer shall ensure that any and all parties, public and private, providing financing for design and development of the Project Improvements shall provide written notice to City (concurrent with notice to Developer) of any breach or default of Developer under their respective financing documents. 600. DEFAULTS AND REMEDIES
601. Default; Notice and Cure. Subject to permitted extensions of time as provided in Section 702, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following Notice and expiration of any applicable cure period, shall constitute a “Default” under this Agreement. A party claiming a Default shall give written Notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if (a) in the case of a monetary Default, such party cures the monetary Default within ten (10) business days following receipt of such Notice of Default, or (b) in the case of a non-monetary Default, such party cures, corrects or remedies the non-monetary Default within thirty (30) days following receipt of such Notice of Default, or if the non-monetary Default cannot reasonably be cured within such thirty (30) day period, said party commences to cure the non-monetary Default within said thirty (30) day period and thereafter completes such cure, correction or remedy with diligence.
602. Institution of Legal Actions. Except as otherwise specifically provided herein, upon the occurrence of a Default, and the expiration of the applicable cure period pursuant to Section 601 above, the non-defaulting party shall have the right, in addition to any other rights or remedies, to institute any action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Sonoma, State of California, or in the Federal District Court for the Northern District of the State of California. Notwithstanding anything herein to the contrary, a party’s right to recover damages in the event of a Default by the other party shall be limited to recovery of actual damages and neither party shall have the right to recover any special, punitive, or consequential damages.
603. Termination. This Agreement may be terminated: (i) if there is an uncured Default, by written Notice from the party not in Default, (ii) if there is a failure of an express condition (which is not waived by the party whom the condition benefits) by Notice from the party whom the condition benefits, or (iii) in accordance with the provisions of Sections 202.4, 203, or 501.3 hereof.
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604. Assignment of Developer Plans. In addition to City’s other rights and remedies hereunder, upon City’s request which may be made at any time following occurrence of a Developer Default, Developer shall assign and deliver to City, without charge, all plans, drawings, designs, surveys, soils reports, engineering reports, environmental studies, specifications and cost estimates prepared by or on behalf of Developer in connection with the Project Approvals and Project Improvements (collectively, “Developer Plans”). Developer hereby agrees that City may use any such Developer Plans in connection with any similar project or other development of the Site. City shall have the right to work with all architects, engineers and other consultants retained by Developer or with whom Developer has worked in connection with the Project Approvals and Project Improvements, and Developer shall not discourage any such architects, engineers and other consultants from working with City. Developer’s obligations under this Section 604 shall survive expiration or termination of this Agreement. 605. Option to Repurchase. City shall have the additional right, at its option, to repurchase the Site or any portion thereof with all improvements thereon, if after Conveyance of the Site and prior to the issuance of the Certificate of Completion for the Project Improvements:
(a) Failure to Commence Construction. Developer fails to Commence Construction of the Project Improvements on the Site within the time set forth in the Schedule of Performance; or
(b) Failure to Diligently Prosecute Construction to Completion.
Once Developer Commences Construction, Developer fails diligently to prosecute construction of the Project Improvements to completion within the time set forth in the Schedule of Performance; or
(c) Abandonment. Developer abandons or substantially suspends construction of the Project Improvements for a period of three (3) months after Developer’s receipt of written Notice of such abandonment or suspension from City; or (d) Unauthorized Sale or Transfer. Developer directly or indirectly, voluntarily or involuntarily sells, assigns, transfers, disposes of or further encumbers or agrees to sell, assign, transfer, dispose of or further encumber or suffer to exist any other lien against all or any portion of or any interest in the Site (“Transfer”), except in accordance with the terms of this Agreement. For the purpose of this provision, Transfer shall include, in addition to the common and ordinary meaning of those terms and without limiting their generality, transfers made to subsidiary or affiliated entities, and any “change in ownership” as that term is used from time to time in California real property taxation law, except as allowed under this Agreement.
This option shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit: (i) any mortgage, deed of trust or other security instrument permitted by this Agreement; or (ii) any rights or interests provided in this Agreement for the protection of the holder of such mortgages, deeds of trust or other security instruments.
To exercise its option to purchase with respect to the Site or any portion thereof, City shall pay to Developer in cash an amount equal to: (A) the Purchase Price originally paid by Developer; plus (B) the out-of-pocket costs actually incurred by Developer for labor and materials for the construction and design of the Project Improvements or that portion thereof existing at the time City exercises the option to purchase (exclusive of amounts financed by third Item 9.a
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parties, if any, to the extent such financing obligations are assumed by City); less (C) any net gains or net income withdrawn or made by Developer from the Site or such portion thereof or the Project Improvements thereon; and less (D) the amount of unpaid liens on the Site or such portion thereof which City agrees to pay or assume, and any unpaid current or past-due installments of taxes or assessments against the Site or such portion thereof which City agrees to pay or assume (collectively, the “Option Price”).
In order to exercise such purchase option, City shall give Developer Notice of such exercise and Developer shall, within forty-five (45) days after Developer’s receipt of such Notice, provide City with a detailed accounting of all of Developer’s costs incurred as provided above, supported by executed contracts, invoices and evidence of payment. City, within thirty (30) days thereafter, shall pay to Developer in cash (through an escrow if desired by City) all sums owing pursuant to this Section 605, and Developer shall thereupon execute and deliver to City a grant deed transferring to City all of Developer’s interest in the Site or portion thereof and improvements thereon, as applicable. The foregoing notwithstanding, the City shall have the continuing right to conduct an audit of all of Developer’s records pertaining to the Option Price for a period of two (2) years following Developer’s execution and delivery to City of the grant deed; accordingly, Developer shall maintain accurate books and records supporting its costs of design, construction and installation of the Project Improvements until the earlier of (i) issuance of a Certificate of Completion for the Project Improvements or (ii) two years following termination of this Agreement.
606. Acceptance of Service of Process. If any legal action is commenced by Developer against City, service of process on City shall be made by personal service upon the City Manager or in such other manner as may be provided by law. If any legal action is commenced by City against Developer, service of process on Developer shall be made by personal service upon Lawrance Florin, CEO, or in such other manner as may be provided by law.
607. Rights and Remedies Are Cumulative. Except as otherwise expressly provided herein, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other party, except as otherwise expressly provided herein. 608. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
700. GENERAL PROVISIONS
701. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice (“Notice”) which either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means, including via facsimile or via overnight courier, to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. Any Notice shall be deemed received on the date of Item 9.a
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delivery if delivered by hand or by first class mail, postage prepaid or if sent via nationally recognized overnight courier; and upon receipt of verification of transmission if sent via facsimile (provided a copy is sent the same day via first-class mail). Notices sent by a party’s attorney on behalf of such party shall be deemed given by such party.
To City: City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: Jeff Kay, City Manager
Telephone: (707) 431-3317
Email: [email protected]
With copies to: Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attention: Michael G. Biddle, Esq.
Telephone: (510) 273-8780
Email: [email protected]
To Developer: Burbank Housing Development Corporation
1425 Corporate Center Parkway
Santa Rosa, CA 95407
Attention: Lawrance Florin, CEO
Telephone: (707) 526-9782
Email: [email protected]
With a copy to: Pelosi Ziblatt Law Group
24 Kearney Street, Ninth Floor
San Francisco, CA 94108
Attention: Peter Ziblatt, Esq.
Telephone: (415) 273-9670
Email: [email protected]
702. Enforced Delay; Extension of Times of Performance. Subject to the limitations set forth below, performance by either party hereunder shall not be deemed to be in Default, and all performance and other dates specified in this Agreement, excepting the Outside Date, shall be extended, where delays or failures to timely perform are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation; unusually severe weather; acts or omissions of the other party; or acts or failures to act on the part of City or any other public or governmental City or entity (other than the acts or failures to act of City which shall not excuse performance by City). An extension of time for any such cause shall be for the period of the enforced delay provided the party claiming such extension shall provide Notice to the other party within thirty (30) days of commencement of such cause and the total time period of such enforced delays shall in no event exceed eighteen Item 9.a
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(18) months. Any party claiming such extension shall notify the other(s) promptly after becoming aware of the existence of any event or condition giving rise to such claim. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Developer, excepting the Outside Date. Developer expressly agrees that adverse changes in economic conditions, either of Developer specifically or the economy generally, changes in market conditions or demand, and/or Developer’s inability to obtain financing or other lack of funding to complete the Project Improvements shall not constitute grounds of enforced delay pursuant to this Section 702. Developer expressly assumes the risk of such adverse economic or market changes and/or inability to obtain financing, whether or not foreseeable as of the Date of Agreement.
703. Successors and Assigns. Subject to the prohibitions set forth in Section 103 against changes in the ownership, management and control of Developer prior to issuance of the Certificate of Completion, all of the terms, covenants and conditions of this Agreement shall be binding upon Developer, and Developer’s permitted successors and assigns. Whenever the term “Developer” is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided.
704. Recordation of Memorandum of Agreement. Within the time provided in the Schedule of Performance, the “Memorandum of Agreement” shall be executed and acknowledged by City and Developer in the form attached as Attachment No. 4, and delivered into Escrow for recordation against the Site in the Official Records upon Closing. 705. Relationship Between City and Developer. It is hereby acknowledged that the relationship between City and Developer is not that of a partnership or joint venture and that City and Developer shall not be deemed or construed for any purpose to be the agent of the other.
Accordingly, except as expressly provided herein or in the Attachments hereto, City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Site or the Project Improvements.
706. City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by City, the City Manager is authorized to act on behalf of City unless specifically provided otherwise or the context would require otherwise. The City Manager is hereby authorized to extend times for performance set forth in the Schedule of Performance and to make other minor changes to this Agreement, and to negotiate and execute such other agreements as are called for in this Agreement, or that are necessary to carry out the intent of this Agreement. Except as otherwise provided in this Agreement, whenever City is required to provide an approval or disapproval, City shall give such approval or disapproval within fifteen (15) business days of a Developer’s request. If City fails to give such approval or disapproval with such 15-business day period, the request shall be deemed disapproved.
Notwithstanding anything herein to the contrary, any change or modification to the Outside Date shall require an amendment to this Agreement approved by the City Council, which approval may be granted or denied in its sole discretion.
707. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. 708. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous Item 9.a
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agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect.
709. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers is to sections in this Agreement, unless expressly stated otherwise.
710. Interpretation. As used in this Agreement, 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.” This Agreement shall be interpreted as though prepared jointly by City and Developer.
711. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
712. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
713. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day and including the last day, unless the last day is a holiday, Saturday or Sunday, or a Friday on which City offices are closed, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.
714. Legal Advice. Each party represents and warrants to the other the following: it has carefully read this Agreement, and in signing this Agreement, it does so with full knowledge of any right which it may have; it has received independent legal advice from its respective legal counsel as to the matters set forth in this Agreement, or has knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, it has freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or its respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.
715. Time of Essence. Time is of the essence with respect to the performance by City and Developer of each and every obligation and condition of this Agreement. 716. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, shall execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement.
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717. Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
718. Time for Acceptance of Agreement by City. This Agreement, when executed by Developer and delivered to City, must be authorized, executed and delivered by City on or before forty-five (45) days after signing and delivery of this Agreement by Developer or this Agreement shall be void, except to the extent that Developer shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement by City. 719. Developer’s Indemnity. Developer shall defend (with counsel reasonably acceptable to City), indemnify, assume all responsibility for, and hold City and City Parties harmless from all Claims arising directly or indirectly from: (a) any of Developer’s acts, omissions, negligence or willful misconduct, whether such acts, omissions, negligence or willful misconduct be by Developer or by anyone directly or indirectly employed or contracted with by Developer, and (b) performance of the work of Project Improvements (including design, development, and construction); whether such Claims shall accrue or be discovered before or after expiration or termination of this Agreement or issuance of a Certificate of Completion.
Developer’s indemnity obligations under this Section 719 shall not extend to Claims to the extent occasioned by the active negligence or willful misconduct of City or City Parties.
Notwithstanding the foregoing sentence, Developer shall be required to defend City and City Parties against any and all Claims, regardless of the extent to which (or if at all) City or any City Parties is or are alleged or found to have partially caused or contributed to the Claim. The provisions of this Section 719 shall survive termination or expiration of this Agreement or any portion thereof.
720. Nonliability of Officials and Employees of City. No member, official or employee of City or City Parties shall be personally liable to Developer, or any successor in interest, in the event of any Default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Agreement.
Developer hereby waives and releases any claim it may have against the members, officials or employees of City with respect to any Default or breach by City or for any amount which may become due to Developer or its successor, or on any obligations under the terms of this Agreement.
721. Assignment by City. City may assign or transfer any of its rights or obligations under this Agreement with the approval of Developer, which approval shall not be unreasonably withheld; provided, however, that City may assign or transfer any of its interests hereunder to any entity controlled by City at any time without the consent of Developer. 722. Applicable Law. The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement. 723. Cooperation in the Event of Legal Challenge. City and Developer, at Developer’s sole cost and expense, shall cooperate in the event of any court action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, and City shall, upon request of Developer, appear in the action and defend its Item 9.a
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decision. To the extent Developer determines to contest or defend such litigation challenges or requests that City cooperate in those defense efforts, Developer shall reimburse City, within ten (10) days following City’s written demand therefor, which may be made from time to time during the course of such litigation, all costs incurred by City in connection with the litigation challenge, including City’s administrative, legal and court costs. If Developer opts to defend any such legal challenge, Developer shall indemnify, defend, and hold harmless City and City Parties from and against any Claims assessed or awarded against City or City by way of judgment, settlement, or stipulation. Nothing herein shall authorize Developer to settle such legal challenge on terms that would constitute an amendment or modification of the Project Approvals or this Agreement, unless such amendment or modification is approved by the City Council in accordance with applicable legal requirements, and City reserves its full legislative discretion with respect thereto.
724. Termination of Exclusive Negotiation Rights Agreement. City and Developer acknowledge and agree that upon execution of this Agreement, the ENA referenced in Recital C of this Agreement is thereby terminated and of no further force or effect and neither City nor Developer shall have any further rights or obligations thereunder. [Signatures follow on next page]
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IN WITNESS WHEREOF, City and Developer have executed this Agreement on the respective dates set forth below. Dated: September 21, 2023 CITY:
[Date of Agreement]
CITY OF HEALDSBURG,
a California municipal corporation
By:
Jeffrey Kay, City Manager
APPROVED AS TO FORM:
Samantha Zutler, City Attorney
09/20/2023
Dated: DEVELOPER:
BURBANK HOUSING DEVELOPMENT
CORPORATION,
a “UP public benefit corporation By:
Lawrance Florin, CEO
4878-8989-9840 v4 39
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Attachment No. 1
Site Map
4878-8989-9840 4878-8989-9840 v4v4 Attachment No. 1 Attachment No. 1 Attachment No. 1
Site Map
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Dry Creek Commons Project Initial Study/Mitigated Negative Declaration (DR 2022-01)
Chapter
1. Project Description ===
aR ‘ E MU ENERO WE ee
IZonING EE DISTRICT (I)
¿1 SITE - EXISTING CONDITIONS Pat 7 LE
ONING DISTRICT (Ife Bee, ZONING | | : : % af DISTRICT = 5, ~ ZONING DISTRICT (SC).
as)
ZONING DISTRICT (MU):
Dry
Creek Project
Project #: 72075
Healdsburg, Sonoma, CAUSGS | 0 70 140 7.5' Quadrangle: 38122-F7NAD | MONDO Feet 1983 UTM Zone 10N38.627°N 122,8749°W [Credits: Data Sources if Nesded] Base Map: ESR! ArcGIS Online, accessed April 2022 Updated: 4/22/2022
Project No. 72078 Layout
Dry Creek Project 72075 images ENVIRONMENTAL CONSULTANTS
Figure 2: Project Location
Dry Creek Commons Project Initial Study/Mitigated Negative Declaration (DR 2022-01) Chapter 1. Project Description
4 Figure 2: Project Location
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Attachment No. 2
Site Legal Description
4878-8989-9840 4878-8989-9840 v4v4 Attachment No. 2 Attachment No. 2 Attachment No. 2
Site Legal Description
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ATTACHMENT NO. 2
SITE LEGAL DESCRIPTION
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:
Beginning on the section line between Sections 17 and 16 in Township 9 North, Range 9 West, M.D.B. & M., 29 feet and 4 inches West of the point where said section line crosses the Northwestern Pacific Railroad (formerly the S.F. & N.P.R.R.); running thence West 363 feet and 10 inches; thence South 595 feet; thence East 363 feet and 10 inches; thence North 595 feet to the place of beginning.
Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.
Also excepting therefrom all that portion described in the deed to Marie Lorraine Evart, dated November 3, 1967 and recorded November 8, 1967 in Book 2298 of Official Records, Page 790, Serial No. K-75021.
Also excepting therefrom all that portion described in the deed to the County of Sonoma, dated November 3, 1967 and recorded March 25, 1968 in Book 2321 of Official Records, Page 655, Serial No. K-72016.
Also excepting therefrom Lot 1 and the Dry Creek Road right of way and the Grove Street right of way dedications as shown on City of Healdsburg Parcel Map #142, filed in the Office of the County Recorder of the County of Sonoma, State of California on August 29, 1997 in Book 569 of Maps, Pages 10 and 11, Sonoma County Records.
APN: 089-071-002
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Attachment No. 3
Intentionally Omitted
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Intentionally Omitted
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Attachment No. 4
Memorandum of Agreement
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Memorandum of Agreement
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ATTACHMENT NO. 4
4888-5797-0754 v3
1 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Clerk
APN: 089-071-002
)
)
)
)
)
)
)
)
The document is exempt from recording fees per
Government Code § 27383 and Building Homes & Jobs
Trust Fund Fee per Government Code § 27388.1(a)(2)(D).
MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT
THIS MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT (“Memorandum of Agreement”), dated for identification purposes as of __________, 20__, is entered into by and between the CITY OF HEALDSBURG, a California municipal corporation (“City”), and BURBANK HOUSING DEVELOPMENT CORPORATION, a California non-profit public benefit corporation (“Developer”).
1. Disposition and Development Agreement. City and Developer are parties to a Disposition and Development Agreement dated for identification purposes as of _________, 20__ (“DDA”), for: (i) City’s disposition and sale to Developer of certain real property located in the City of Healdsburg, County of Sonoma, State of California, legally described in Exhibit A, attached hereto and incorporated herein by this reference (“Site”); (ii) the development by Developer of Fifty-Eight (58) (57 Affordable Units and one (1) unrestricted Manager’s Unit) multi-family residential units, with ancillary parking and community amenities (“Affordable Units”), which shall be available for rental to households of extremely low, very low, and lower income, on the Site (“Project”); and (iii) Developer to own, use, operate and maintain the Project, including the Affordable Units, in accordance with the terms of the DDA and the Affordable Housing Covenant. The DDA is available for public inspection and copying at the office of the City Clerk, City of Healdsburg, City Hall, 401 Grove Street, Healdsburg, California 95448. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum of Agreement by reference as though written out at length herein, and the DDA and this Memorandum of Agreement shall be deemed to constitute a single instrument or document. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the DDA.
2. Purpose of Memorandum of Agreement. This Memorandum of Agreement is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum of Agreement and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail.
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ATTACHMENT NO. 4
4888-5797-0754 v3
2 The parties have executed this Memorandum of Agreement on the dates specified immediately adjacent to their respective signatures.
Dated: _____________, 20__
APPROVED AS TO FORM:
___________________________
Samantha Zutler, City Attorney
Dated: _______________, 20__
CITY:
CITY OF HEALDSBURG,
a California municipal corporation
By: _______________________________
Jeffrey Kay, City Manager
[notary acknowledgment required]
DEVELOPER:
BURBANK HOUSING DEVELOPMENT
CORPORATION, a California non-profit public
benefit corporation
By: __________________________
Lawrance Florin, CEO
[notary acknowledgment required]
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4888-5797-0754 v3
EXHIBIT A
LEGAL DESCRIPTION OF SITE
The land referred to is situated in the County of Sonoma, City of Healdsburg, State of California, and is described as follows:
Beginning on the section line between Sections 17 and 16 in Township 9 North, Range 9 West, M.D.B. & M., 29 feet and 4 inches West of the point where said section line crosses the Northwestern Pacific Railroad (formerly the S.F. & N.P.R.R.); running thence West 363 feet and 10 inches; thence South 595 feet; thence East 363 feet and 10 inches; thence North 595 feet to the place of beginning.
Excepting therefrom all that portion described in the deed to the County of Sonoma, dated August 12, 1961 and recorded November 7, 1961 in Book 1857 of Official Records, Page 354, Serial No. G-71491.
Also excepting therefrom all that portion described in the deed to Marie Lorraine Evart, dated November 3, 1967 and recorded November 8, 1967 in Book 2298 of Official Records, Page 790, Serial No. K-75021.
Also excepting therefrom all that portion described in the deed to the County of Sonoma, dated November 3, 1967 and recorded March 25, 1968 in Book 2321 of Official Records, Page 655, Serial No. K-72016.
Also excepting therefrom Lot 1 and the Dry Creek Road right of way and the Grove Street right of way dedications as shown on City of Healdsburg Parcel Map #142, filed in the Office of the County Recorder of the County of Sonoma, State of California on August 29, 1997 in Book 569 of Maps, Pages 10 and 11, Sonoma County Records.
APN: 089-071-002
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Attachment No. 5
Schedule of Performance
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Schedule of Performance
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1 4880-9644-3202 v4
ATTACHMENT NO. 5
SCHEDULE OF PERFORMANCE
Action Date
1. Escrow Opening.
City shall open Escrow with Escrow Agent
for the Conveyance of the Site to Developer.
(§ 202)
Within 15 days following the
Date of Agreement.
2. City Consultant Cost Deposit.
Developer shall deposit the City
Consultant Cost Deposit in an initial amount
of $25,000 with City. (§ 210)
Within 15 days following the
Date of Agreement.
3. Survey
Developer shall cause a survey of the Site to
be prepared and delivered to City and Title
Company. (§ 203)
Within 30 days following the
Date of Agreement.
4. Preliminary Title Report.
Developer and City shall cause the Title
Company to deliver the Updated Title
Report to Developer and City. (§ 203)
Within 45 days following the
Date of Agreement.
5. Approval/Disapproval of Exceptions.
Developer shall provide Notice to City of
Developer’s approval or disapproval of
Exceptions. (§ 203)
Within 30 days following the
Date of Agreement.
6. Submittal of Preliminary Financing
Report.
Developer shall submit its Preliminary
Financing Report for development of the
Site to City. (§ 501.1)
Within 30 days following the
Date of Agreement.
7. Approval of Preliminary Financing
Report.
City shall review the Preliminary Financing
Report and provide Developer with notice of
approval or disapproval. (§ 501.3)
Within 10 days following
submittal.
8. Public Financing Application.
Developer shall provide City with evidence
of submittal of application for Public No later than March 31, 2024.
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Action Date
Financing. (§ 501.2)
9. Approval of Public Financing
Application.
Developer shall provide City with evidence
of approval of Public Financing. (§ 501.2)
No later than 180 days after
submittal of Public Financing
Application.
10. Submittal of Evidence of Financing.
Developer shall submit its Evidence of
Financing for development of the Site.
(§ 501.2)
Within 60 days following Public
Financing approval.
11. Approval of Evidence of Financing.
City shall review the Evidence of Financing
and provide Developer with notice of
approval or disapproval. (§ 501.3)
Within 10 days following
submittal of Evidence of
Financing.
12. Approval of General Contractor and
Construction Contract.
Developer shall obtain approval of the
selected general contractor and the
Construction Contract to be entered into for
the work of Project Improvements. (§ 305.1)
Within 30 days following
submittal of Evidence of
Financing.
13. Submittal of Public Improvement Plans
Developer shall submit the Public
Improvement Plans to City for review and
approval. (§ 302.3)
Within 180 days following the
Date of Agreement.
14. Approval of Public Improvement Plans
City shall review the Public Improvement
Plans and provide Developer with Notice of
approval. (§ 302.3)
Prior to Closing.
15. Submittal of Marketing Plan.
Developer shall prepare and submit
Marketing Plan to City for review and
approval. (§ 402.3)
Within 180 days following the
Closing.
16. Approval of Marketing Plan.
City shall review the Marketing Plan and
provide Developer with notice of approval or
disapproval. (§ 402.3)
Within 45 days following
submittal.
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Action Date
17. Submittal of Supportive Services Plan.
Developer shall prepare and submit
Supportive Services Plan to City for review
and approval. (§ 402.4)
Within 180 days following the
Closing.
18. Approval of Supportive Services Plan.
City shall review the Supportive Services
Plan and provide Developer with notice of
approval or disapproval. (§ 402.4)
Within 45 days following
submittal.
19. Submittal of Site Management Plan.
Developer shall prepare and submit a Site
Management Plan to City for review and
approval. (§ 402.5)
Within 180 days following the
Closing.
20. Approval of Site Management Plan.
City shall review the Site Management Plan
and provide Developer with notice of
approval or disapproval. (§ 402.5)
Within 45 days following
submittal.
21. Insurance.
Developer shall furnish evidence of required
insurance to City. (§ 306) Prior to Closing.
22. Subsequent Project Approvals.
Developer shall secure all Subsequent
Project Approvals, including the 401 Permit
and 404 Permit, for development of the
Project Improvements. (§ 302.2)
Prior to Closing.
23. Closing of Construction Loan.
Developer’s construction loan shall have
closed. (§ 501.4)
Prior to or simultaneous with
Closing.
24. Closing.
City and Developer shall close Escrow and
Convey the Site to Developer. (§202.4)
Within 30 days following
satisfaction of all of City’s and
Developer’s Conditions
Precedent to Closing, but in no
event later than the Outside Date
of September 27, 2025.
25. Deposit Purchase Price and Closing Costs.
Developer shall have delivered the Purchase
Price and Closing Costs into Escrow.
Concurrent with Closing.
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Action Date
(§ 205.1 (d) and (e))
26. Record Grant Deed.
City and Developer shall execute the Grant
Deed and deliver to Escrow for recording in
Official Records.
Concurrent with Closing.
27. Record Memorandum of Agreement.
City and Developer shall execute the
Memorandum of Agreement and provide to
Escrow for recording in Official Records.
(§ 704)
Concurrent with Closing.
28. Record Affordable Housing Covenant.
City and Developer shall have agreed on the
allocation of Affordable Units amongst the
Eligible Households, execute the Affordable
Housing Covenant, and provide to Escrow
for recording in Official Records. (§405)
Concurrent with Closing.
29. Record Subordination Agreement –
Affordable Units.
Developer shall cause all lienholders to
execute and acknowledge a Subordination
Agreement – Affordable Units (§405) and
provide to Escrow for recording in Official
Records.
Concurrent with Closing.
30. Record Public Improvement Agreement.
City and Developer shall execute the Public
Improvement Agreement and provide to
Escrow for recording in Official Records.
(§ 302.3)
Concurrent with Closing.
31. Public Improvement Bonds.
Developer shall have delivered directly to
City performance and labor and material
bonds required by Public Improvement
Agreement. (§ 302.3)
Concurrent with Closing.
32. Construction Drawings.
Developer shall prepare and submit to City
Construction Drawings for the Project
Improvements. (§ 304.2)
Concurrent with submittal of
application to the City for
building permit for the Project
Improvements.
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5 4880-9644-3202 v4
Action Date
33. Approval of Waste Management Plan.
Developer shall obtain approval of Waste
Management Plan for the work of Project
Improvements. (§ 305.4)
Prior to issuance of a building
permit for the Project
Improvements.
34. Commencement of Construction of
Project Improvements.
Developer shall Commence Construction of
the Project Improvements. (§ 303)
Within 30 days following
Closing.
35. Complete Construction of Project
Improvements.
Developer shall Complete Construction of
the Project Improvements. (§ 303)
Within twenty four (24) months
following Commencement of
Construction of Project
Improvements.
36. Waste Management Compliance Report
for Project Improvements.
Developer shall provide to City Waste
Management Compliance Report for
construction of Project Improvements.
(§ 305.4)
Prior to the issuance of
Certificate of Occupancy for the
Site Improvements.
37. Record Storm Drain Easement
Agreement.
City and Developer shall execute the Storm
Drain Easement Agreement and City shall
record it in Official Records. (§ 203 (j) and
§301 (a))
Prior to the issuance of
Certificate of Occupancy for the
Site Improvements.
38. Record Emergency Vehicle Access
Easement Agreement.
City and Developer shall execute the
Emergency Vehicle Access Easement
Agreement and City shall record it in
Official Records. (§ 203 (j) and § 301 (a))
Prior to the issuance of
Certificate of Occupancy for the
Site Improvements.
Item 9.a
305 of 503
6 4880-9644-3202 v4
Action Date
39. Certificate of Completion for Project
Improvements.
City shall provide a Certificate of
Completion for the Project Improvements to
Developer. (§ 310)
Within 30 days following satisfactory
completion of the Project
Improvements, as evidenced by
City’s issuance of a certificate of
occupancy, and Developer’s request
therefor.
Item 9.a
306 of 503
Attachment No. 6
Affordable Housing Agreement & Declaration of Restrictive Covenants 4878-8989-9840 4878-8989-9840 v4v4 Attachment No. 6 Attachment No. 6 Attachment No. 6
Affordable Housing Agreement & Declaration of Restrictive Covenants Item 9.a
307 of 503
ATTACHMENT NO. 6
4858-7615-1874 v4
Affordable Housing Covenant