Agenda — Santa Maria City Council, September 17, 2024 (part 1 of 2)

Mayor Alice Patino
Mayor Pro-Tem Gloria Soto
Councilmember Mike Cordero
Councilmember Carlos Escobedo
Councilmember Maribel Aguilera-Hernandez

CITY COUNCIL AGENDA

CITY OF SANTA MARIA, CALIFORNIA

Tuesday, September 17, 2024
CLOSED SESSION - 4:30 P.M.

REGULAR SESSION - 5:30 P.M.

Oral Comments during the meeting:

In-person format. Attend the meeting in-person in the City Hall Council Chambers at 110 East Cook Street, Santa Maria, and submit a request to speak to the Clerk or City staff. •
Zoom Meeting Portal. Participate via Zoom to register to speak during the Public Comment portion of the meeting or on a particular Agenda Item. Use the Zoom link below or dial-in via telephone.
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Webinar ID #: 822 6556 8238
**Press *6 to un-mute your phone. Press *9 to raise your hand to speak.

Watch an instructional Video on Participating using Zoom.

Public Written Comments prior to the meeting (must be received by 2:00 p.m. in advance of the meeting*):

Email - Submit Comments via email to [email protected]. In the body of your email, please include the date of the meeting and the item number (if applicable). Emails will not be read aloud during the meeting.
•
Mail - Delivered by the U.S. Postal Service. Address letters to the City Council, Attn.: City Clerk's Office at 110 East Cook Street, Santa Maria, CA 93454. Letters will not be read aloud during the meeting.
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*All written correspondence will be distributed to Councilmembers and attached to the associated meeting agenda (under Public Comment or Agenda Item); however, submissions received after the deadline will not be processed until the following day.

How to watch the meeting from home:

Comcast Channel 23 - Live during the meeting, and rebroadcast on Thursday at 9:00 a.m. after the meeting and again on Tuesday at 5:30 p.m. the following week.

1. Live Webcast - Online from the Agenda Center & Meetings Portal (select meeting date) or at https://video.isilive.ca/santamaria/live.html. Note - When no meeting is streaming, the window will read "Searching for live stream."

2. You Tube Live Stream - You Tube Webcast.

Note: Live Webcast and You Tube Live are typically available within 15 minutes before the start of the meeting. There is a delay of about 15-30 seconds with both the Live Webcast and You Tube Live Stream.

3. Zoom Meeting Portal - Registration is required (link above) even for observing the meeting.4.

American Disability Act Accommodations:

Any member of the public who needs accommodations should email the City Clerk’s Office at [email protected] or call 805-925-0951 x2306. The City Clerk’s Office will use its best efforts to provide reasonable accommodation by request at least 48 hours ahead of the meeting.

CLOSED SESSION

1. CALL TO ORDER
ROLL CALL: Councilmember Aguilera-Hernandez, Councilmember Cordero, Councilmember Escobedo, Mayor Pro Tem Soto, and Mayor Patino

2. PUBLIC COMMENT PERIOD
In-person oral comments will be accepted during this time. There is no Zoom participation available for the Closed Session Public Comment period. Written comments may be submitted per the instructions above.

3. RECESS-CLOSED SESSION
The City Council will immediately recess to a closed session for the following:

3.a Conference with Labor Negotiators, Pursuant to California Government Code §54957.6
Agency Representatives: Interim City Manager Alex Posada, Interim Human Resources Manager Dawn Jackson, and Negotiations Team.

Employee Organizations: All bargaining units, unrepresented employees, managers, and executives.

3.b Conference with Legal Counsel - Existing Litigation, Pursuant to California Government Code §54956.9(d)(1)
Mark Streker v. City of Santa Maria, Workers' Compensation Claim Number ADJ15920901 and ADJ16570405.

3.c Public Employee Performance Evaluation, Pursuant to California Government Code §54957(b)(1)
Title: Interim City Manager & City Attorney

4. RECONVENE TO OPEN SESSION
OPEN SESSION - 5:30 P.M.

5. INVOCATION

6. PLEDGE OF ALLEGIANCE

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7. CALL TO ORDER
ROLL CALL: Councilmember Aguilera-Hernandez, Councilmember Cordero, Councilmember Escobedo, Mayor Pro Tem Soto, and Mayor Patino

8. REPORT BY THE CITY ATTORNEY FROM CLOSED SESSION

9. PUBLIC COMMENT PERIOD (Not to exceed 15 Minutes)
The City Council values your input. Instructions are provided above (page 1) for communicating with the City Council. Individual speakers are limited to three minutes or as directed by the Mayor.

10. CONSENT CALENDAR
The following routine items are presented for City Council approval without discussion as a single agenda item in order to expedite the meeting. The Consent Calendar is approved by roll call vote with one motion. These items are discussed only on request of Councilmembers. Members of the public may speak on Consent Calendar items during the Public Comment Period.

SHOULD A COUNCILMEMBER WISH TO DISCUSS OR DISAPPROVE ANY ITEM, it must be dropped from the blanket motion of approval and considered as a separate item.

RECOMMENDATION:

Adopt the Consent Calendar as submitted.

10.a CITY MANAGER/CITY CLERK DEPARTMENT

10.a.1 Ordinances and Resolutions
RECOMMENDATION:

Waive the reading in full of all Ordinances and Resolutions. Ordinances on the Consent Agenda will be adopted by the same vote cast at the first meeting, unless City Council indicates otherwise.

10.a.2 Approval of Minutes
RECOMMENDATION:

Approve the Minutes of the regular City Council meeting of August 20, 2024, and the special City Council meeting of September 10, 2024.

10.a.3 Adoption of a Resolution Approving Revisions to the Citywide Records Retention Schedule
The City Council will consider approving revisions to the Citywide Records Retention Schedule.

Environmental Notice: This activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.

RECOMMENDATION:

Adopt a Resolution approving revisions to the Citywide Records Retention Schedule.

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10.a.4 Adoption of a Resolution Approving an Amendment to the Employment Agreement for Interim City Manager Services
The City Council will consider approving an amendment to the Employment Agreement with Alex Posada for Interim City Manager Services.

RECOMMENDATION:

Adopt a Resolution approving an amendment to the Employment Agreement for Interim City Manager Services.

10.a.5 Adoption of Resolutions Approving Operating Agreements with Various Outside Agencies
The City Council will consider adopting Resolutions approving operating agreements with the Santa Maria Chamber of Commerce, Santa Maria Valley Historical Museum, United Way of Northern Santa Barbara County, and Santa Maria Valley Museum of Flight.

RECOMMENDATION:

1. Adopt a Resolution approving operating agreements with the Santa Maria Valley Chamber of Commerce for Economic Development Services and Visitors and Convention Bureau Services; and
RECOMMENDATION:

2. Adopt a Resolution approving an operating agreement with the Santa Maria Valley Historical Society and Museum; and
RECOMMENDATION:

3. Adopt a Resolution approving an operating agreement with United Way of Northern Santa Barbara County for the Home for Good program; and RECOMMENDATION:

4. Adopt a Resolution approving an operating agreement with the Santa Maria Valley Museum of Flight.

10.a.6 Conflict of Interest Code Biennial Notice
The City Council will receive and file the 2024 Conflict of Interest Code Biennial Notice.

10.a.7 Designation of Voting Delegate and Alternate for the 2024 League of California Cities Annual Conference
The City Council will consider designating Mayor Alice M. Patino as the voting delegate and Assistant City Manager Chuen Wu as the alternate for the League of California Cities Annual Conference.

Environmental Notice: The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.

RECOMMENDATION:

By way of Minute Order, the City Council designates Mayor Alice M. Patino as the voting delegate and Assistant City Manager Chuen Wu as the alternate for the League of California Cities Annual Conference.

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10.b CITY ATTORNEY DEPARTMENT

10.b.1 Adoption of a Resolution Approving the City's Public Risk Innovation, Solutions, and Management Membership and Appointing a Delegate The City Council will consider approving a membership to Public Risk Innovation, Solutions and Management and appointing the City Manager, or their designee as Public Risk Innovation, Solutions, and Management delegate.

Environmental Notice: The Activity is not a “Project” as defined under Section 15378(b) of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.

RECOMMENDATION:

Adopt a Resolution approving Public Risk Innovation, Solutions and Management membership and appointing the City Manager, or their designee as Public Risk Innovation, Solutions, and Management delegate for authority to act on the City's behalf in all matters pertaining to the membership.

10.b.2 Adoption of a Resolution Authorizing the Increase in Contract and Settlement Authority for the City Manager, City Attorney, and Risk Manager The City Council will consider an increase in contract and settlement authority for the City Manager, City Attorney, and Risk Manager.

RECOMMENDATION:

Adopt Resolution authorizing contract and settlement authority for the City Manager, City Attorney, and Risk Manager.

10.c COMMUNITY DEVELOPMENT

10.c.1 Community Development Block Grants Final Consolidated Annual Performance and Evaluation Report for the 2023-2024 Fiscal Year The City Council will receive and file information concerning the Final Consolidated Annual Performance and Evaluation Report for the 2023-2024 Fiscal Year.

10.d FINANCE DEPARTMENT

10.d.1 Payment of Warrants
RECOMMENDATION:

Order ratified subject to having been certified as being in conformity with the budget and having been approved for payment by the Director of Finance.

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10.d.2 Payment of Payroll
RECOMMENDATION:

Order ratified subject to having been certified by the proper Department Directors, as shown on records on file in the Department of Finance, and having been approved for payment by the Director of Finance.

10.e FIRE DEPARTMENT

10.e.1 Adoption of a Resolution Approving Regional Task Force Training and Mobilization Exercises Agreement and Appropriations
The City Council will consider authorizing the City Manager or designee to enter into agreements with the California Governor’s Office of Emergency Services to conduct annual California Regional Task Force 12 Training and Mobilization Exercises and authorizing the Director of Finance or designee to appropriate and expend funds associated with current and future activities.

Environmental Notice: The Project qualifies for an Exemption pursuant to Section 15061(b)(3) (common sense exemption) of the California Environmental Quality Act State Guidelines.

RECOMMENDATION:

Adopt a Resolution authorizing the City Manager or designee to enter into agreements with California Governor’s Office of Emergency Services to conduct annual California Regional Task Force 12 training and Mobilization Exercises and authorizing the Director of Finance or designee to appropriate and expend funds associated with current and future activities.

10.f POLICE DEPARTMENT

10.f.1 Adoption of a Resolution Approving the Donation of Drone Equipment from the Santa Maria Police Council
The City Council will consider approving the receipt of a donation of drone equipment from the Santa Maria Police Council to enhance the safety operation capabilities of the Santa Maria Police Department in high-risk exterior operations, area searches, and crime scene and traffic collision diagramming.

RECOMMENDATION:

Adopt a Resolution approving the donation of a drone to the Santa Maria Police Department from the Santa Maria Police Council.

10.g PUBLIC WORKS DEPARTMENT

10.g.1 Adoption of a Resolution Awarding a Bid for Citywide Sewer Manhole Rehabilitation, Project, Bid No. 2024-02
The City Council will consider approving the award of Bid No. 2024-02 to Sancon Technologies, Inc. for the construction of the Citywide Sewer Manhole Rehabilitation Project. This project will consist of relining existing manholes owned by the City at various locations throughout the City, including preparing and implementing traffic control.

Environmental Notice: The Project qualifies for a Statutory Exemption

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pursuant to Section 15301 - Class 1 pursuant to the California Environmental Quality Act State Guidelines.

RECOMMENDATION:

Adopt a Resolution authorizing an award of bid to Sancon Technologies, Inc., in the amount of $472,520, for the construction of Citywide Sewer Manhole Rehabilitation Project, Bid No. 2024-02.

10.g.2 Adoption of a Resolution Approving the Proposed Establishment of Angle Parking on West Boone Street
The City Council will consider approving the establishment of angled parking throughout the 700 through 900 block of West Boone Street.

RECOMMENDATION:

Adopt a Resolution establishing angle parking from the 700 block through the 900 block of West Boone Street between South Depot Street and South Western Avenue.

11. APPOINTMENTS

11.a Appointment to Central Coast Commission for Seniors, Area on Aging – September 2024
The City Council will consider making appointments to the Central Coast Commission for Seniors, Area Agency on Aging.

RECOMMENDATION:

Central Coast Commission for Seniors, Area Agency on Aging Current term ended July 2024. The Mayor will have the opportunity to make one nomination for a new term of two years ending July 2026.

Incumbent: Nomination to be made by:

Vacant Mayor Patino
New Applicant(s):

Midge Nicosia

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12. REGULAR BUSINESS
ORDER OF PROCEEDINGS FOR REGULAR BUSINESS ITEMS:

Council Agenda Report to be given.

Questions from the City Council.

Written communications/Public input.

City Council discussion and action.

ITEM CONTINUED FROM AUGUST 20, 2024, CITY COUNCIL MEETING

12.a Adoption of a Resolution Approving a Sales and Disposition Agreement Between the City of Santa Maria and Vernon Property Group, LLC for City Surplus Land in Downtown
The City Council will consider adopting a Resolution approving the Sales and Disposition Agreement between the City of Santa Maria and Vernon Property Group, LLC, which includes the sale of surplus land on various parcels in Downtown.

RECOMMENDATION:

Adopt a Resolution approving a Sales and Disposition Agreement between the City of Santa Maria and Vernon Property Group, LLC for various surplus land in Downtown, including parcels identified as Lots 1 through 4.

12.b General Fund Fiscal Forecast Update and Fiscal Year 2024-26 Budget Balancing Analysis
The City Council will receive an update on the City’s General Fund Forecast, Fiscal Year 2024-26 Budget Balancing Analysis, and overview of Revenue Enhancement Options.

RECOMMENDATION:
1) Receive General Fund long-term fiscal sustainability forecast update; and 2) Receive staff analysis and recommendations for closing the structural budget gap including revenue enhancement options; and
3) Provide general policy direction to staff.

13. REPORT BY INTERIM CITY MANAGER

14. ORAL REPORTS OF COUNCILMEMBERS AND OFFICERS (INCLUDING AB1234

REPORTS)

CLOSED SESSION

15. RECESS - CLOSED SESSION
The City Council will recess to a Closed Session to the following:

15.a Public Employee Recruitment - City Manager, Pursuant to California Government Code §54957(b)(1)

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16. REPORT BY THE CITY ATTORNEY FROM CLOSED SESSION

17. ADJOURNMENT

PLEASE NOTE:

The next regular meeting of the City Council will be held on October 1, 2024, at 5:30 p.m.

The deadline for submitting items for the October 1st meeting is September 18th.

City Council Meetings are televised live on Comcast cable television channel 23 and are rebroadcast at 9:00 a.m. on the next Thursday and on the following Tuesday at 5:30 p.m.

Council Meeting videos are also available for viewing on the City’s website. Your attendance at this public meeting may result in the recording and broadcast of your image and/or voice.

If you challenge a determination made on a matter on this agenda in court, you may be limited to raising only those issues you or someone else raised at the public hearing described on this agenda, or in written correspondence to the city council at, or prior to, the public hearing.

CITY COUNCIL MEETING INFORMATION AND PROCESS:

This agenda is prepared and posted pursuant to Government Code Section 54954.2. By listing a topic on this agenda, the City Council has expressed its intent to discuss and act on each item. In addition to any action identified in the summary description of each item, the action that may be taken by the City Council shall include: a referral to staff with specific requests for information; continuance; specific direction to staff concerning the policy or mission of the item; discontinuance of consideration; authorization to enter into negotiations and execute agreements pertaining to the item; adoption or approval; and disapproval. Items not on the agenda may not be discussed or acted upon except under emergency circumstances. (Government Code Section 54954.2).

Copies of the staff reports or other documentation relating to each item of business referred to on the agenda are on file in the Office of the City Clerk and available for public inspection during City Hall business hours the Friday before the meeting. Any written correspondence or documents provided to a majority of the City Council after distribution of the Agenda will also be available for public inspection in the Office of the City Clerk. If requested, the agenda and supporting documents shall be made available in alternative formats to persons with a disability. The City Clerk’s Office will answer any questions regarding the agenda.

Materials related to an item on this agenda submitted after distribution of the agenda packet will also be available with the agenda material for public inspection during normal business hours in the City Clerk’s Office, 110 E. Cook Street, Santa Maria. Subject to the ability to post the documents prior to the meeting, such documents will also be available on the City’s meetings website portal for the current City Council meeting at https://cityofsantamaria.org/meetings.

The City of Santa Maria welcomes orderly participation at its meetings from all members of the public. Orderly participation means speaking only on items of City business or on subjects within the City’s control. Though the City Council wants to hear your concerns and values your input, it is inappropriate to defame, yell, use profane language, interrupt, or

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disrupt the meeting. All cellular telephones are to be turned off or set to vibrate, and signs are not to be displayed in a manner that violates the rights of others or prevents others from watching or fully participating in the Council meeting. Pursuant to Government Code Section 36813, the Mayor is authorized to prohibit such conduct, up to and including ordering anyone that disrupts the meeting to be removed from the City Council Chambers.

To receive reasonable accommodation under the Americans with Disabilities Act during the meeting, please notify the City Clerk’s office of your needs during business hours at least 48 hours in advance of the meeting (typically before 3 p.m. on the Thursday before the meeting). The Office of the City Clerk is located at 110 East Cook Street in Santa Maria; telephone (805) 925-0951, extension 2306. The City will give primary consideration to your request in providing assistance. Examples of assistance may include exhibits in large-sized format, use of assisted listening equipment, use of the California Relay Service, texting by cellular phone, or the services of a live interpreter.

Assisted listening equipment can also be used for interpretation by Spanish-only speaking persons. To allow the City to coordinate and request a Spanish interpreter from the volunteer corps, contact the Office of the City Clerk by 1:00 p.m. on Monday before the meeting.

Equipo también puede ser utilizado para la asistencia de interpretación para esas personas que solamente hablan español. Para permitirle a la Ciudad que coordine y solicite un interprete de un grupo de voluntarios, llame al (805) 925-0951 extensión 2307 a la 1:00 de la tarde el lunes antes de la junta.

I, Donna G. Schwartz, hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted not less than 72 hours at the following locations: City of Santa Maria City Hall and Library and made available at https://www.cityofsantamaria.org/services/departments/city-clerk-records/agendas-reports- meeting-videos on this 13th day of September 2024.
/s/ DONNA G. SCHWARTZ
Chief Deputy City Clerk

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1 CITY COUNCIL MEETING MINUTES CITY OF SANTA MARIA, CALIFORNIA

August 20, 2024, 5:30 p.m.

City Hall Council Chambers
110 East Cook Street
Santa Maria

Roll Call: Mayor Alice Patino, Councilmember Maribel Aguilera-Hernandez, Councilmember Mike Cordero, Councilmember Carlos Escobedo

Members Absent: Mayor Pro Tem Gloria Soto

Staff Present: Interim City Manager Alex Posada, City Attorney Thomas Watson, Assistant City Manager Chuen Wu, Fire Chief Bradley Dandridge, Director of Public Works Brett Fulgoni, Interim Director of Finance Xenia Bradford, Principal Civil Engineer Mark Mueller, Interim Chief Human Resources Officer Dawn Jackson, Interim Director of Recreation and Parks Angela Oslund, Interim Assistant Director of Recreation & Parks Dennis Smitherman, Interim Director of Community
Development Dana Eady, Community Programs Manager Rosa Rojo, Chief of Police Marc Schneider, Director of Utilities Shad Springer, Chief Deputy City Clerk Donna Schwartz, Assistant City Clerk Alexandra Valadez

_____________________________________________________________________

CLOSED SESSION

1. CALL TO ORDER
At 4:35 p.m. Mayor Patino called the meeting to order.

ROLL CALL:

MEMBERS PRESENT:

Councilmembers Maribel Aguilera-Hernandez, Mike Cordero, Carlos Escobedo, and Mayor Alice Patino.

Councilmember Escobedo arrived at 4:59 p.m. and joined Closed Session.

MEMBERS ABSENT:

Mayor Pro Tem Soto.

STAFF MEMBERS PRESENT:

Interim City Manager Alex Posada, City Attorney Thomas Watson, and Chief Deputy City Clerk Donna G.

Schwartz (for roll call only).

2. PUBLIC COMMENT PERIOD
Mayor Patino opened public comment, there being none, closed public comment.

3. RECESS-CLOSED SESSION
At 4:36 p.m. Mayor Patino recessed to Closed Session.

3.a Conference with Labor Negotiators, Pursuant to California Government Code §54957.6

3.b Public Employee Recruitment - City Manager, Pursuant to California Government Code §54957(b)(1)

3.c Public Employee Performance Evaluation, Pursuant to California Government Code §54957(b)(1)

4. RECONVENE TO OPEN SESSION

2 OPEN SESSION - 5:30 P.M.

5. INVOCATION
Pastor Kaelyn Lara of Santa Maria Foursquare Church gave the Invocation.

6. PLEDGE OF ALLEGIANCE
Councilmember Escobedo led the Pledge of Allegiance.

7. CALL TO ORDER
Mayor Patino convened the meeting and called the meeting to order at 5:33 p.m.

8. REPORT BY THE CITY ATTORNEY FROM CLOSED SESSION
City Attorney Watson reported that instructions were provided to staff on items 3.a and 3.b. Item 3.c will be carried to after the open session.

9. PROCLAMATIONS

9.a Proclamation – “Women’s Equality Day” – August 26, 2024 The City Council presented a Procl amation recognizing August 26, 2024, as "Women's Equality Day" in the City of Santa Maria. The Proclamation was accepted by Sandra Boyd representing League of Women Voters of Santa Barbara County and the Santa Maria American Association of University Women.

9.b Proclamation – "Library Card Sign-Up Month" - September 2024 The City Council presented a Proclamation to recognize September 2024 as "Library Card Sign -Up Month" in the City of Santa Maria. The Proclamation was accepted by Laura Arteaga, Executive Director of the Central Coast Literacy Council.

10. PRESENTATIONS

10.a Santa Maria’s Hometown Heroes
The City Council received a presentation of the Summer 2024 Class of Honorees for the Hometown Heroes program, recognizing Santa Maria residents who are act ively serving in the military, first responders, or essential workers. The Summer 2024 Class of Honorees include, Robert Castillo (Army); Arnold Feher (Pioneer Valley High School English Teacher); Courtney Starr (SMJUHSD Administrative Assistant); Ivan F. Cordero (Army); Eddie Hernandez (Pioneer Valley High School Security Coordinator); Eric Blanco (Righetti High School Counselor); Carlos C. Haro (Army); Kevin Barbarick (Righetti High School Athletic Director); Monica Garcia (Santa Maria High School Adminis trative Assistant); Chad Gayda (Navy); Russell Thomas (Mark Richardson Career Technical Education Center & Agricultural Farm Culinary Teacher); Robert Gene Bunkelman (Navy); Shannon Powell (Santa Maria High School Agriculture Teacher); and Dominic Delmendo (Coast Guard).

10.b Caltrans Clean CA Post Construction Overview
The City Council received a presentation regarding the Downtown Streetscape Pedestrian Enhancements. The presentation was given by Interim Assistant Director of Recreation & Parks Dennis Smitherman.

11. PUBLIC COMMENT PERIOD (Not to exceed 15 Minutes)
Mayor Patino invited public comment. Speaking from the public was Gary Hall, Scott Bramsen, and Andrew Kline.

12. CONSENT CALENDAR
Consent Calendar Items 12.a.1 through 12.d.1 were approved as presented, including the adoption of Resolution Nos. 2024-99, 2024-100, and 2024-101. The recorded vote appears with each item below.

Councilmember Escobedo announced that he will abstain from item 12.a.2 due to his absence at the July 16, 2024, regular City Council meeting.

3 Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Adopt the Consent Calendar as submitted.

For (4): Mayor Patino, Councilmember Aguilera-Hernandez, Councilmember Cordero, and Councilmember Escobedo
Absent (1): Mayor Pro Tem Councilmember Soto
Motion carried by a recorded vote (4 to 0)

12.a CITY MANAGER/CITY CLERK DEPARTMENT

12.a.1 Ordinances and Resolutions
Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Waive the reading in full of all Ordinances and Resolutions. Ordinances on the Consent Agenda will be adopted by the same vote cast at the first meeting, unless City Council indicates otherwise.

Motion carried by a recorded vote

12.a.2 Approval of Minutes
Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Approved the Minutes of the regular City Council meeting of July 16, 2024, and special City Council meeting of August 1, 2024.

For (3): Mayor Patino, Councilmember Aguilera-Hernandez, and Councilmember Cordero Abstain (1): Councilmember Escobedo
Absent (1): Mayor Pro Tem Councilmember Soto
Motion carried by a recorded vote (3 to 0)

12.a.3 Responses to 2023-2024 Santa Barbara County Grand Jury Report – Individuals in Crisis Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
The City Council reviewed and approved staff’s recommended responses addressing the finding and recommendation from the Grand Jury report titled “Individuals in Crisis” and authorized the Mayor to sign and transmit the City’s Response to the Presiding Judge of the Superior Court with a copy to the current impaneled Civil Grand Jury and file a copy with the City Clerk’s Office.

Motion carried by a recorded vote

12.a.4 Adoption of a Resolution Cancelling the September 3, 2024, City Council Meeting Action: Adopted as Resolution No. 2024-99.

Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Adopted a Resolution canceling the regular City Council meeting on September 3, 2024.

Motion carried by a recorded vote

12.b FINANCE DEPARTMENT

4 12.b.1 Payment of Warrants
Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Order ratified subject to having been certified as being in conformity with the budget and having been approved for payment by the Director of Finance.

Motion carried by a recorded vote

12.b.2 Payment of Payroll
Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Order ratified subject to having been certified by the proper Department Directors, as shown on records on file in the Department of Finance, and having been approved for payment by the Director of Finance.

Motion carried by a recorded vote

12.c PUBLIC WORKS DEPARTMENT

12.c.1 Adoption of a Resolution Approving the Proposed Establishment of Limited Time Parking Zone on Airpark Drive
Action: Adopted as Resolution No. 2024-100.

Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Adopted a Resolution establishing a limited-time parking zone on Airpark Drive.

Motion carried by a recorded vote

12.d UTILITIES DEPARTMENT

12.d.1 Adoption of a Resolution Designating an Authorized Representative for a Financial Agreement with the State Water Resources Control Board for the Ray Water Company Consolidation
Action: Adopted as Resolution No. 2024-101.

Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Adopted a Resolution designating an Authorized Representative for a Financial Agreement with the State Water Resources Control Board for the Ray Water Company Consolidation.

Motion carried by a recorded vote

13. APPOINTMENTS

13.a Annual Boards & Various Appointments – August 2024 Chief Deputy City Clerk Schwartz announced that a new application was received from Midge Nicosia for Central Coast Commission on Aging after the agenda was posted. Staff plans to revisit this item at the regular City Council meeting on September 17, 2024, f or Council to have an opportunity to consider appointing the new applicant. This will provide Councilmember Soto the opportunity to make appointments and allow for the receipt of additional applications.

Moved by: Mayor Patino
Seconded by: Councilmember Escobedo
Block Grants Advisory Committee

5 Each Councilmember considered appointments for a new term of three years ending in July 2027.

Mayor Pro Tem Soto has an additional vacancy for an unexpired term ending in July 2025.

One application was received from incumbent Patricia Solorio (previously appointed by Mayor Pro Tem Soto). One application was received by Carla Marrel and Monica Gonzalez.

Mayor Pro Tem Soto was absent and unable to make any appointments.

Councilmember Aguilera-Hernandez appointed Monica Gonzalez.

Councilmember Cordero appointed Carla Marrel.

Library Board of Trustees
The Mayor considered one appointment for a new term of three years ending in July 2027.

One application was received from incumbent Hunter J ameson (previously appointed by Mayor Patino).

Mayor Patino appointed incumbent Hunter Jameson to serve a term of three years.

Recreation and Parks Commission
Councilmember Escobedo considered one appointment for an unexpired term ending in January 2025.

Three new applications were received by Isaac Berumen, Cynthia Gudino, and Steve Lougee.

Councilmember Escobedo appointed Cynthia Gudino to serve the unexpired term ending January 2025.

For (4): Mayor Patino, Councilmember Aguilera-Hernandez, Councilmember Cordero, and Councilmember Escobedo
Absent (1): Mayor Pro Tem Councilmember Soto
Motion carried by a recorded vote (4 to 0)

14. PUBLIC HEARING

14.a Adoption of a Resolution Approving Fiscal Year 2025-2026 Community Development Block Grant Funding Priorities
The City Council received a staff report regarding the Community Development Block Grant Funding Priorities for Fiscal Year 2025-2026. Staff report made by Community Programs Manager Rosie Rojo.

Mayor Patino opened the public hearing at 6:28 p.m., having no public comment, Mayor Patino immediately closed the public hearing.

Action: Adopted as Resolution No. 2024-102.

Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Cordero
Adopted a Resolution approving the Community Development B lock Grant funding priorities for the 2025-2026 Fiscal Year Funding Process.

For (4): Mayor Patino, Councilmember Aguilera-Hernandez, Councilmember Cordero, and Councilmember Escobedo
Absent (1): Mayor Pro Tem Councilmember Soto
Motion carried by a recorded vote (4 to 0)

15. REGULAR BUSINESS

15.a Review of the Financial Report for the Fourth Quarter Ending June 30, 2024 The City Council reviewed and filed the 2023-24 Fourth Quarter Financial Report. Staff report given by Interim Director of Finance Xenia Bradford.Mayor Patino invited public comment.

Speaking from the public was Matt Chircop.

6 15.b Stormwater Basin Policy
The City Council received a presentation on stormwater basins and provided direction for policy implementation. The staff report was given by Assistant City Manager Chuen Wu.

Moved by: Councilmember Escobedo
Seconded by: Councilmember Aguilera-Hernandez
Implemented a policy not to accept ownership and maintenance of any stormwater basins, with exception on a case -by-case basis, provided the basin serves an agreed upon public benefit with an identified funding source for basins moving forward. Staff is dire cted to continue work on a policy for basins already maintained by City of Santa Maria.

For (3): Councilmember Aguilera-Hernandez, Councilmember Cordero, and Councilmember Escobedo Noes (1): Mayor Patino
Absent (1): Mayor Pro Tem Councilmember Soto
Motion carried by a recorded vote (3 to 1)

15.c Adoption of a Resolution Approving a Sales and Disposition Agreement Between the City of Santa Maria and Vernon Property Group, LLC for City Surplus Land in Downtown Staff report given by Assistant City Manager Chuen Wu. Representatives from the Vernon Property Group, LLC also made a presentation and was available for questions from City Council.

Mayor Patino invited public comment. Speaking from the public was Matt Chircop and Lulu Luna (zoom).

Following discussion and requests for data, the City Council did not adopt the Resolution as presented.

Moved by: Councilmember Aguilera-Hernandez
Seconded by: Councilmember Escobedo
Continue this item to the next City Council meeting on September 17, 202 4, with data and information as requested by the City Council.

For (3): Mayor Patino, Councilmember Aguilera-Hernandez, and Councilmember Escobedo Noes (1): Councilmember Cordero
Absent (1): Mayor Pro Tem Councilmember Soto
Motion carried by a recorded vote (3 to 1)

16. REPORT BY INTERIM CITY MANAGER
Interim City Manager Posada reported that the City Council Meeting on September 3rd has been cancelled and the next City Council Meeting will occur on September 17th, 2024. Item s on the agenda would include Closed Session items on City Manager Recruitment and items on the Consent Calendar such as Annual Appointments, Budget Follow -Up, an also bringing back the Regular Business item on the Vernon Property Group.

17. ORAL REPORTS OF COUNCILMEMBERS AND OFFICERS (INCLUDING AB1234 REPORTS) Councilmember Cordero reported that he attended the Central Coast Water Authority Meeting.

Councilmember Escobedo had nothing to report.

Councilmember Aguilera -Hernandez reported that she attended t he Women Lawyers Association Meeting, Marian Regional Center Foundation Meeting, and will attend the event for Day of Hope.

Councilmember Soto was absent.

Mayor Patino reported that she attended the SBCAG Monthly Meeting, Econalliance Healthcare Forum, California Alliance of Local Elected Meeting, Joint Cities County Affordable Housing Task Group,

7 Meeting with Bridge Central Coast, Solomon Hills Tour, and the Sidewalk Office Hours with Assemblymember Gregg Hart.

18. REPORT BY THE CITY ATTORNEY FROM CLOSED SESSION
City Attorney Watson reported that the City Council discussed item 3.c and has continued the item to a later date to be determined.

19. ADJOURNMENT
There being no further business before the City Council, Mayor Patino declared the City Council meeting adjourned at 10:23 p.m.

Chief Deputy City Clerk Alice M. Patino, Mayor

1 SPECIAL CITY COUNCIL MEETING MINUTES CITY OF SANTA MARIA, CALIFORNIA

September 10, 2024, 11:30 a.m.

City Hall Council Chambers
110 East Cook Street
Santa Maria

Roll Call: Mayor Alice Patino, Mayor Pro Tem Gloria Soto, Councilmember Maribel Aguilera-Hernandez, Councilmember Mike Cordero, Councilmember Carlos Escobedo

Staff Present: Interim City Manager Alex Posada, Assistant City Attorney Jeffrey Patrick, Chief Deputy City Clerk Donna Schwartz

_____________________________________________________________________

CLOSED SESSION

1. CALL TO ORDER
Mayor Patino called the meeting to order at 11:30 a.m.

ROLL CALL:

MEMBERS PRESENT:

Councilmembers Maribel Aguilera -Hernandez, Mike Cordero, Carlos Escobedo, Mayor Pro Tem Gloria Soto, and Mayor Alice Patino
Councilmember Carlos Escobedo arrived at 11:34 a.m.

Councilmember Maribel Aguilera-Hernandez arrived at 11:46 a.m.

STAFF MEMBERS PRESENT:

Interim City Manager Posada, Assistant City Attorney Patrick, and Chief Deputy City Clerk Schwartz (for roll call only).

2. PUBLIC COMMENT PERIOD
Mayor Patino invited public comment. No public comment was received.

3. RECESS-CLOSED SESSION

3.a Public Employee Recruitment - City Manager, Pursuant to California Government Code §54957(b)(1) Mayor Patino recessed to a Closed Session at 11:30 a.m.

2 4. RECONVENE TO OPEN SESSION
Mayor Patino reconvened the meeting to open session at 1:50 p.m.

5. REPORT BY THE CITY ATTORNEY FROM CLOSED SESSION
Assistant City Attorney Patrick reported that discussions ensued regarding the Closed Session Item 3.a with no reportable action at this time.

6. ADJOURNMENT
There being no further business before the City Council, Mayor Patino declared the City Council meeting adjourned at 1:55 p.m.

_________________________
Chief Deputy City Clerk

_________________________
Alice M. Patino, Mayor

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Chief Deputy City Clerk Donna G. Schwartz

SUBJECT: Adoption of a Resolution Approving Revisions to the Citywide Records Retention Schedule

Description:

The City Council will consider a pproving revisions to the Citywide Records Retention Schedule.

RECOMMENDATION:

Adopt a Resolution approving revisions to the Citywide Records Retention Schedule.

BACKGROUND:

On July 17, 2001, the City Council approved a Document Management Program, including an updated Records Retention Schedule that established uniform guidelines for the minimum retention and disposition of records throughout the City. Since tha t time, the City Council has approved numerous revisions to the Retention Schedule. The last update was approved by the City Council on January 18, 2022.

DISCUSSION:

City departments have been using the Records Retention Schedule regularly and have found that from time to time changes are needed. The Clerk’s Office has committed to bringing forward amendments to the Records Retention Schedule as they are needed to keep the schedule current and operational. Currently, changes are being proposed to the following sections: Police/Administration/Investigations Background and All Departments/Investigations (Safety Employees: Police), Personnel Files (Safety Employees: Police) and, Discipline Records (Safety Employees: Police).

Fiscal Considerations
Regular updates to the Records Retention Schedule allow for the legal destruction of records, resulting in better storage space utilization . Additional costs would be incurred for the storage of records that were retained beyond their useful life. 2 Impact to the Community
Maintaining a Records Retention Schedule that is current and conforms to existing law ensures that City records are retained for the benefit of the public and destroyed properly in accordance with legal requirements; and minimizes additional cos ts for storage of obsolete records.

Attachment:

A - Request for Amendments

Page 1 of 3 ends

Rev 9-17-2024

ATTACHMENT A

REQUEST FOR RETENTION SCHEDULE AMENDMENTS

RETENTION

SCHEDULE
NAME
SUB-

CATEGORY
NAME
RECORD SERIES TITLE Add
New?
Delete
Record
Series?
Descrp
Chg?

ASSIGN(ED)

RETENTION
PERIOD

CITATION(S)

PROVIDE EXACT DESCRIPTION
(as it is to appear in the Retention Sch. Description. Include all existing text (verbatim) within the current description.

Redline/Strikeout new/obsolete text.)

REASON FOR CHANGE
(in detail for City Attorney
review & consideration)

ALL DEPARTMENTS

Investigations (Safety
Employees: Police)
Internally Initiated
Complaint of misconduct

Civilian’s Complaint
involving misconduct (Not
Sustained)

Civilian’s Complaint
involving misconduct
(Sustained)
☒ ☐ ☐

CL+4

CL+5

CL+15

GC 12946

PC 832.5

PC 832.5
Investigation files arising out of civilian complaints or internally generated complaints.

To coincide with updates to PC 832.5
and GC 12946. Requesting to “add
new” to provide a clearer description of
investigation type, disposition, and its
retention.

Personnel Files
Safety Employees: Police ☒ ☐ ☐ T+4 29 CFR 1627.3, 1602.14, 30 & 32, 516.6 et. Seq,
EVC 145(b)(1), PC
832.5, LC 1174, LC
1198.5(c)(1), GV 12946,
and 11 CCR 1953
Official personnel file kept in Human Resources and/or
Departmental copies of employee files and supervisor files kept by individual departments which may include
attendance records, evaluations, drafts, worksheets,
postings, release authorizations, certifications,
reassignments, outside employment, official
commendations, terminations, training and attendance
records, Oaths of Office, pre-employment medical,
fingerprints, identification cards
Requesting to separate these records
from other Safety Employees to avoid
confusion. Safety Employees (Police)
personnel files retention is T+4 per GV
12946, and 11 CCR 1953. Reference to
“disciplinary actions” is removed from
the description and is being requested
in its own category.

Date
Requested: 10/19/2023 Dept. Head Approval:

Name of
Requester: Tiffany Alvarez Div. Head Approval:

Department: Police
Extension: 2272
1) A Request for Changes to Retention Schedule form can be submitted to request amendments to the All Departments or the specific requester’s Department Retention Schedules only. A department may not request changes to another department’s Retention Schedule without approval.

2) Use this form to request a new Record Series be added to the Retention Schedule and/or to amend or remove an existing Records Series title, description, or retention period. Refer to the existing Retention Schedule for details. Use red font and underline for new or added text, and use strikeout to delete text.

3) Submit requested changes via email with a printed, signed hardcopy sent to the City Clerk’s Office in interoffice mail .

The City Clerk’s Office will prepare the changes for Council approval. For questions or assistance, please c ontact the City Clerk’s Office for assistance at Ext. 307.

Page 2 of 3 ends

Rev 9-17-2024

ATTACHMENT A

RETENTION

SCHEDULE
NAME
SUB-

CATEGORY
NAME
RECORD SERIES TITLE Add
New?
Delete
Record
Series?
Descrp
Chg?

ASSIGN(ED)

RETENTION
PERIOD

CITATION(S)

PROVIDE EXACT DESCRIPTION
(as it is to appear in the Retention Sch. Description. Include all existing text (verbatim) within the current description.

Redline/Strikeout new/obsolete text.)

REASON FOR CHANGE
(in detail for City Attorney
review & consideration)

ALL DEPARTMENTS

Personnel Files
Safety Employees ☐ ☐ ☒ T+3 29 CFR 1627.3, 1602.14,
30 & 32, 516.6 et. Seq,
EVC 145(b)(1), PC
832.5, LC 1174, and LC
1198.5(c)(1)
Official personnel file kept in Human Resources and/or
Departmental copies of employee files and supervisor files kept by individual departments which may include
attendance records, evaluations, drafts, worksheets,
postings, release authorizations, certifications,
reassignments, outside employment, official
commendations, disciplinary actions (Police – CL+5),
terminations, training and attendance records, Oaths of Office, pre-employment medical, fingerprints,
identification cards
Remove reference to police
disciplinary actions. Three new record
series specific to Police Safety
Employees is requested: 1) complaint
investigation retentions, 2) overall file
retention, and 3) disciplinary records.

Discipline Records Safety
Employees (Police)
Sustained Internally Initiated
Complaint of misconduct

Sustained Civilian’s
Complaint involving
misconduct
☒ ☐ ☐

CL+4

CL+15

GC 12946

PC 832.5, PC 13510.8(b)

Discipline records, including copies of sustained personnel complaints.

To coincide with updates to PC 832.5
and GC 12946. SB449 amended PC
13510.8(b) to define serious
misconduct. Requesting to “add new”
to provide a clearer description of
investigation type and its retention.

POLICE
Administration Investigations
Background – Not Hired ☐ ☐ ☒ CL+3
CL+4
GC 12946 Pre-employment background checks The updated retention period aligns with the SMPD’s Lexipol Policy
manual.

Administration Investigations
Background – Hired ☐ ☐ ☒ T+5
T+4
GC 12946 Pre-employment background checks The updated retention period aligns with the SMPD’s Lexipol Policy
manual.

☐ ☐ ☐

Page 3 of 3 ends

Rev 9-17-2024

ATTACHMENT A

RETENTION

SCHEDULE
NAME
SUB-

CATEGORY
NAME
RECORD SERIES TITLE Add
New?
Delete
Record
Series?
Descrp
Chg?

ASSIGN(ED)

RETENTION
PERIOD

CITATION(S)

PROVIDE EXACT DESCRIPTION
(as it is to appear in the Retention Sch. Description. Include all existing text (verbatim) within the current description.

Redline/Strikeout new/obsolete text.)

REASON FOR CHANGE
(in detail for City Attorney
review & consideration)

☐ ☐ ☐

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

MARIA, CALIFORNIA, APPROVING REVISIONS TO THE CITYWIDE

RECORDS RETENTION SCHEDULE

WHEREAS, California Government Code Section 34090 et seq. sets forth specific legal requirements relating to the management and retention of certain municipal records; and

WHEREAS, on July 17, 2001, the City Council approved a Document Management Program which included a Citywide Records Retention Schedule; and

WHEREAS, the Records Retention Schedule was last updated on January 18, 2022, and additional revisions are now needed.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1) Approve those certain revisions to the Citywide Records Retention Schedule attached as Exhibit A, and on file in the office of the Records/City Clerk Division; and

2) The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

EXHIBIT A – Retention Schedule Updates

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

EXHIBIT A

RETENTION SCHEDULE UPDATES
September 17, 2024

New language is shown in red, while deletions are shown with strikeouts.

LEGEND

RECORDS RETENTION

A = Active E = Election
AD = Adoption L = Life
AN = As needed O = Obsolete
AU = Audit P = Permanent
C = Current Year S = Superseded
CL = Closed T = Termination or Term of Office
CO = Completion
2 = No. of years (2 used for example only)

Note: Audit means 7/1, one complete year following the last day of the fiscal year. Retention Periods listed need to be strictly adhered to with the occasio nal exception of records that need to be retained longer than listed for legal, personnel, and administrative and/or operational purposes.

CITATIONS – CALIFORNIA CODES

B&P = Business & Professions Code
CAC = California Administrative Code
CCP = Code of Civil Procedure
EC = Elections Code
EVC = Evidence Code
FC = Financial Code
GC = Government Code
H & S = Health and Safety Code
LC = Labor Code
PC = Penal Code
VC = Vehicle Code
WIC = Welfare and Institutions Code

CITATIONS – OTHER SOURCES

CC = California Constitution
CCR = Code of California Regulations
CEQA = California Environmental Quality Act
CFR = Code of Federal Regulations
FMLA = Family and Medical Leave Act, 1993
HUD = Housing and Urban Development
OMB = Federal Office of Management and Budget
OSHA = Occupational Safety and Health Agency
POST = Police Officers Standards Training
UFC = Uniform Fire Code
USC = United States Code

EXHIBIT A

ALL DEPARTMENTS

Record Series Title Retention Citation Description
Credit Card Statements and
Reconciliation Logs and
Supporting Receipts, Petty
Cash, Reimbursement
Receipts
C+1 GC 34090 Copies retained for department purposes
Discipline Records Safety
Employees (Police)
Sustained Internally Initiated
Complaint of misconduct

Sustained Civilian’s Complaint
involving misconduct
CL+4

CL+15
GC 12946

PC 832.5, PC
13510.8(b)

Discipline records, including copies of sustained
personnel complaints.

Employee Benefit Usage
Reports
AN GC 34090 Copies from Administrative Services. Retain as necessary for department purposes
Equipment Records L GC 34090 Equipment over $100 includes listing of equipment assignments, operating manuals &
records, warranties and maintenance records
Grants
CL+36 GC 8546.7 Records and supporting documentation
pertaining to the performance of Proposition 1,
Proposition 50, Proposition 84, and other
State-funded grant agreements; also refer to
grant application close-out procedures.

Interdepartmental Billing AN GC 34090 Copies of interdepartmental billings for services provided by one department to
another department. Originals on file in
Administrative Services.

Internal Use Forms AN GC 34090 Department-use only forms for staff such as overtime, standby, time-off, call-back reports,
staff on duty, shift and vacation bid forms,
etc.

Insurance Certificates
Contracts &
Agreements

Unidentifiable

T+5

C+2
GC 34090 Certificates required for contracts or
agreements with outside entities, vendors and
consultants to be retained 5 years after
termination of the contract/agreement the
same as the file.

Certificates that cannot be linked to any City
contract or agreement to be retained for 2
years after expiration date.

Investigations
Internal Employees or
external initiated
Safety & Non-Safety
CL+5 PC 832.5
GC 12946
PC 801.5,
803(c),
VC 2547
Initiated by citizen complaints or internally
initiated investigations, includes complaint,
reports, findings, audio recordings (tapes,
CDs, digital formats).

EXHIBIT A
All Departments continued

Record Series Title Retention Citation Description
Investigations (Safety
Employees: Police)
Internally Initiated
Complaint of
misconduct

Civilian’s Complaint
involving misconduct
(Not Sustained)

Civilian’s Complaint
involving misconduct
(Sustained)
CL+4

CL+5

CL+15
GC 12946

PC 832.5

PC 832.5
Investigation files arising out of civilian
complaints or internally generated complaints.

Invoices AN GC 34090,
GC 34090.7
Copies of invoices and supporting
documentation including bills of lading,
shipping documents, packing slips, and
correspondence, excludes grant purchases
which may require a longer retention period.

Outside Billing Rate
Reports
AN GC 34090 Employee outside billing rate reports from
Administrative Services. Retain as necessary
for department purposes
Recruitment Files

CL+3 GC 12946
29 CFR
1607.4; 29
CFR 1627.3
Recruitments files which may include
applications, resumes, alternate lists/logs,
indices; ethnicity disclosures; examination
materials; examination answer sheets, job
bulletins; eligibility; electronic database.

Departments retain their recruitment files.

Personnel Files
Non-Safety Employees
T+3 29 CFR 516.6
et seq and
1627.3, 29
USC 516.5,
and LC
1198.5(c)(1)
Official personnel file kept in Human
Resources and/or Departmental copies of
employee files and supervisor files kept by
individual departments which may include
attendance records, evaluations, drafts,
worksheets, postings, release authorizations,
certifications, reassignments, outside
employment, official commendations,
disciplinary actions, terminations, training
attendance records, Oaths of Office, pre-
employment medical, fingerprints,
identification cards

EXHIBIT A

All Departments continued

Record Series Title Retention Citation Description
Personnel Files
Safety Employees: Police
T+4 29 CFR
1627.3,
1602.14, 30 &
32, 516.6 et.

Seq, EVC
145(b)(1), PC
832.5, LC
1174, LC
1198.5(c)(1),
GV 12946,
and 11 CCR
1953
Official personnel file kept in Human
Resources and/or Departmental copies of
employee files and supervisor files kept by
individual departments which may include
attendance records, evaluations, drafts,
worksheets, postings, release authorizations,
certifications, reassignments, outside
employment, official commendations,
terminations, training and attendance records,
Oaths of Office, pre-employment medical,
fingerprints, identification cards
Personnel Files
Safety Employees
T+3 29 CFR
1627.3,
1602.14, 30 &
32, 516.6 et.

Seq, EVC
1045(b)(1),
PC 832.5, LC
1174, and LC
1198.5(c)(1)
Official personnel file kept in Human
Resources and/or Departmental copies of
employee files and supervisor files kept by
individual departments which may include
attendance records, evaluations, drafts,
worksheets, postings, release authorizations,
certifications, reassignments, outside
employment, official commendations,
disciplinary actions (Police – CL+5),
terminations, training and attendance records,
Oaths of Office, pre-employment medical,
fingerprints, identification cards
Public Records Requests CL+2 GC 34090
Public Service
Announcements (PSAs)
AN GC 34090 Short videos that educate and inform about
municipal services.

Publications AN

GC 34090 Professional publications and other
publications used for reference. Retain as
necessary for department purposes
Purchase Orders AN GC 34090 Department copies. Originals on file in Administrative Services Department
Reports/Studies AN GC 34090 Copies of reports/studies from other departments for review and comment or
information only. Retain as necessary for
department purposes
Social Media Postings 2 years GC 34090 All content (including text, images, audio, and video) posted to a social media website such
as Facebook and Twitter.

EXHIBIT A
POLICE

Record Series Title Retention Citation Description

ADMINISTRATION
Asset Forfeiture &
Expenditure Reporting
CL+5 GC 34090
Booking Fee Collection
Documentation
C+2 Credit Bureau data, State Intercept data
Business License C+2 GC 34090 Background files for business license applications
Claim Files – Duplicate
File of what is maintained
by City Attorney
CL+2 GC 34090 Claim copy, correspondence, photographs,
supporting documents relative to involving
the Police Department filed by citizens
Civil Subpoena Witness Fee
Billings
CL+2 GC 34090
Department Manual –
OPS Directives
S Changes to manual are recorded in the
General Orders (permanent)
Fixed Asset Inventory C+2 GC 34090 Copies
General Orders P
Grant Documentation CL+5 Expenditures, purchases orders, invoices, revenue. Exception: Retention period as
required by Grant Agency.

Grant Documentation –
Unsuccessful
CL+2 GC 34090 Application, denial documentation.

Grievance Files CL+2 GC 34090 Grievance filed by employees, supporting documentation
Holding Cell – Inspection
Files
CL+6 Inspections by various agencies
Investigations
Background – Not Hired

CL+3
CL+4

GC 12946

Pre-employment background checks
Background – Hired T+5
T+4
GC 12946 Pre-employment background checks
Monthly Activity Reports C+5
Licenses
Bingo
Entertainment

C+2
C+5

GC 34090

Investigation/Administrative Review
Police investigations for Entertainment
Licenses applications
Parades and Special
Events File
CL+2 GC 34090 Reports, memos, correspondence, scripts,
supplier information, assignments,
deployments, supporting documentation
Permits
Alcoholic Beverage
Control License

L+2

GC 34090

Copies of applications, memos related to
Police Department position
Photographs S+2 GC 34090 Will be maintained by electronic system

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

SUBJECT: Adoption of a Resolution Approving an Amendment to the Employment Agreement for Interim City Manager Services

Description:

The City Council will consider approving an amendment to the Employment Agreement with Alex Posada for Interim City Manager Services.

RECOMMENDATION:

Adopt a Resolution approving an amendment to the Employment Agreement for Interim City Manager Services.

BACKGROUND:

On June 4, 2024, the City Council approved an agreement with Alex Posada to continue serving as the Interim City Manager. This agreement was to allow time for a second recruitment to occur in search of a permanent City Manager.

The new agreement did not take into consideration the end of the pay period. This amendment is to cover the remaining four days from the end of the agreement on September 30, 2024, to the end of the pay period on October 4, 2024.

DISCUSSION:

The City is in its second round of recruitment seeking a City Manager. The agreement that was approved on June 4 was to cover this additional recruitment period. This amendment is to align the current contract with the pay period ending date.

Fiscal Considerations
The City will continue to realize an annual salary savings as the Interim City Manager’s salary is lower than an anticipated incoming permanent City Manager.

ATTACHMENTS
Attachment A – Amendment to Employment Agreement – Interim City Manager

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF SANTA MARIA, CALIFORNIA, TO AMEND THE

EMPLOYMENT AGREEMENT FOR INTERIM CITY MANAGER

SERVICES

WHEREAS, Alex Posada entered into an agreement to serve as Interim City Manager until September 30, 2024, and the City Council ratified that agreement on June 4, 2024;

WHEREAS, Mr. Posada’s current contract terminates on September 30, 2024 , prior to the end of a pay period, and

WHEREAS, the agreement is being extended to align with the pay period ending on October 4, 2024.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The City Council of the City of Santa Maria approves an extension of the Employment Agreement with Alex Posada through October 4, 2024, and authorizes the Mayor to sign and execute the Agreement; and

2. The Chief Deputy City Clerk is hereby authorized to make m inor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

///

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 17th day of September 2024

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES
T
his Amendment No. 1 to Interim City Manager Services is made on the 17th day of September 2024, by and between the City Council of the City of Santa Maria, a municipal corporation, hereinafter referred to as “City,” and Alex Posada, an individual, hereinafter referred to as “Employee,” with reference pursuant to the following:

W
HEREAS, on June 4, 2024, the City Council of the City of Santa Maria established a new contract with Employee to continue serving as the Interim City Manager, effective through September 30, 2024; and
W
HEREAS, the City Council desires to extend this A greement to the end of the pay period on October 4, 2024; and
W
HEREAS, the Employee wishes to serve the City Council as its Interim City Manager through October 4, 2024.

NO
W, THEREFORE, in consideration of the promises, terms and conditions contained in the original A greement and this Amendment, City and Employee agree to the extension of the Agreement, and unless otherwise terminated under the provisions of Section 7, shall remain in effect through October 4, 2024.

I
N WITNESS WHEREOF, this Agreement is executed by the parties on the date first written above.

EMPLOYEE CITY OF SANTA MARIA
___
_________________________
By:
___
________________________
By:

ATTEST:
___
________________________
Donna G. Schwarz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
____
__________________
City Attorney
______________________
Risk Manager
Attachment A
FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

SUBJECT: Adoption of Resolutions Approving Operating Agreements with Various Outside Agencies

Description:

The City Council will consider adopting Resolutions approving operating agreements with the Santa Maria Chamber of Commerce, Santa Maria Valley Historical Museum, Unite d Way of Northern Santa Barbara County, and Santa Maria Valley Museum of Flight.

RECOMMENDATIONS:

1. Adopt a Resolution a pproving operating agreements with the Santa Maria Valley Chamber of Commerce for Economic Development Services and Visitors and Convention Bureau Services; and

2. Adopt a Resolution approving an operating agreement with the Santa Maria Valley Historical Society and Museum; and

3. Adopt a Resolution approving an operating agreement with United Way of Northern Santa Barbara County for the Home for Good program; and

4. Adopt a Resolution approving an operating agreement with the Santa Maria Valley Museum of Flight.

BACKGROUND:

The City provides financial support to outside agencies, such as the Santa Maria Valley Chamber of Commerce (Chamber), Santa Maria Valley Historical Society and Museum (Historical Society), United Way of Northern Santa Barbara County ( United Way), Santa Maria Valley Museum of Flight ( Museum of Flight), and the County for specific services to the community. The financial contribution to the Chamber is used to promote and increase the trade, commerce, and tourism activity within the City by way of funding the Visitor and Convention Bureau services. The financial contribution to the Historical Society is used for operations, maintenance, and for the purpose of promoting the historical and cultural resources of the City.

Currently, the City and the Chamber have been engaged in economic development services for a number of years. The Chamber has special knowledge, experience, and skills for promotional and advertising work related to attracting businesses to Santa Maria. Under the terms of the agreement, the Chamber determines the method, details, and means of advertising, providing information, and conducting activities designed to retain and expand existing businesses, as well as attract new businesses to the City.

2 The City extended the Chamber’s 2022-2024 contract for both the Visitor and Convention Bureau services and Economic Development services for 90 days, until September 30, 2024. This new Economic Development contract will last for 9 months, while the new Visitor and Convention Bureau contract will be for 21 months. Both of the contracts will end on June 30, 2026.

DISCUSSION:

On the June 18, 2024, City Council agenda, the City Council deliberated on the 2024-26 Budget, and approved the following allocations pending execution of the Operating Agreements:

Adopted Proposed Proposed
2024-25 2024-25 2025-26
Chamber of Commerce $608,000 $608,000 $588,600
Economic Development (Chamber) 222,500 222,500 222,500 Historical Society 20,000 20,000 20,000
Museum of Flight 20,000 20,000 20,000
United Way (Home for Good) 30,000 30,000 30,000 Total Allocation $900,500 $880,000 $900,500

Fiscal Considerations
The above funding is budgeted in the 2024-26 Budget, and the services to be provided are outlined in the attached agreements . For City Council’s review, the 20 24-25 spending plans/budgets for each agency are incorporated as Exhibit A to the Agreements. The spending plans/budgets for each agency are in addition to the Chamber’s annual audits, and the Historical Society’s and Museum of Flight’s Statement of Revenues and Expenditures that the City receives on each agency’s actual revenues and expenditures for the prior year.

Impact to the Community
Approving the Operating Agreements will increase the well-being of the City through the development of tourism, conventions, preservation, and exhibition of the historical, cultural, and aviation resources of the Santa Maria Valley. The Operating Agreement for services to be performed by United Way for Home for Good will allow funding for additional coordinated outreach efforts. Approving the agreement for economic development services will increase opportunities for employment through job attraction and retention.

ATTACHMENTS
A) Operating Agreement with the Chamber of Commerce for Economic Development Services B) Operating Agreement with the Chamber of Commerce for Visitors and Convention Bureau Services C) Operating Agreement with the Historical Society
D) Operating Agreement with the Museum of Flight
E) Operating Agreement with United Way for Home for Good Services

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA,

CALIFORNIA, APPROVING OPERATING AGREEMENTS WITH THE SANTA

MARIA VALLEY CHAMBER OF COMMERCE FOR

ECONOMIC DEVELOPMENT SERVICES AND

VISITORS AND CONVENTION BUREAU SERVICES

WHEREAS, the City has for many years contracted with outside entities for economic development services to attract new and retain and expand existing industries to the City and its environment; and

WHEREAS, the Santa Maria Valley Chamber of Commerce (Chamber) has special knowledge, experience, skills, and facilities for promotional and advertising work related to attracting businesses to Santa Maria; and
WHEREAS, the City is desirous of increasing the well-being of the City through the development of tourism, conventions , and general retail sales within the City, thereby increasing the transient occupancy tax and sales tax revenues to the City; and

WHEREAS, the Chamber was organized for the purpose of promoting tourism, conventions, and retail sales within the City and has special knowledge, expertise, skills, and facilities for promotional work; and

WHEREAS, the City desires to secure the services of the Chamber to perform certain services to develop and maintain tourism, conventions, and retail sales within the City.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1) The City Manager, or designee, is hereby autho rized and directed to pay the Chamber for Economic Development Services the sum of:

Prior to January 1, 2025 ...................................................... $ 111,250 After January 1, 2025, and prior to June 30, 2025 .................. 111,250 2024-25 Total $222,500

3) The City Manager, or designee, is hereby authorized and directed to pay the Chamber for Visitors and Convention Bureau Services the sum of:

Prior to January 1, 2025 ........................................................ $304,000 After January 1, 2025, and prior to June 30, 2025 ................ 304,000 2024-25 Total $608,000

Prior to January 1, 2026 ........................................................ $288,800 After January 1, 2026, and prior to June 30, 2026 ................ 288,800 2025-26 Total $577,600

4) The Mayor is hereby authorized and directed to execute the Operating Agreement on behalf of the City; and
5) The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA,

CALIFORNIA, APPROVING AN OPERATING AGREEMENT WITH THE

SANTA MARIA VALLEY HISTORICAL SOCIETY AND MUSEUM

WHEREAS, the City is desirous of increasing the well-being of the City through the preservation, exhibition, and promotion of the historical and cultural resources of the City; and
WHEREAS, the Santa Maria Valley Historical Society and Museum (Historical Society) is operating a historical museum within a building constructed on land made available to it by the City.

THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1) An Operating Agreement with the Historical Society is hereby approved, retroactive to July 1, 2024; and
2) The City Manager, or designee, is hereby authorized and directed to pay the Historical Society the sum of:

Prior to January 1, 2025 ............................................................... $ 10,000 After January 1, 2025, and prior to June 30, 2025 ....................... 10,000 2024-25 Total $20,000
Prior to January 1, 2026 ................................................................ $ 10,000 After January 1, 2026, and prior to June 30, 2026 ....................... 10,000 2025-26 Total $20,000
3) The Mayor is hereby authorized and directed to execute the Operating Agreement on behalf of the City; and
4) The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

///

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA,

CALIFORNIA, APPROVING AN OPERATING AGREEMENT WITH THE

SANTA MARIA VALLEY MUSEUM OF FLIGHT

WHEREAS, the City is desirous of increasing the well-being of the City through the preservation, exhibition, and promotion of the historical and cultural resources of the City; and
WHEREAS, the Santa Maria Valley Museum of Flight (Museum of Flight) is operating a historical museum within a building constructed on land made available to it by the City.

THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1) An Operating Agreement with the Museum of Flight is hereby approved, retroactive to July 1, 2024; and
2) The City Manager, or designee, is hereby authorized and directed to pay the Museum of Flight the sum of:

Prior to January 1, 2024 ............................................................... $ 10,000 After January 1, 2025, and prior to June 30, 2025 ....................... 10,000 2024-25 Total $20,000
Prior to January 1, 2025 ................................................................ $ 10,000 After January 1, 2026, and prior to June 30, 2026 ....................... 10,000 2025-26 Total $20,000
3) The Mayor is hereby authorized and directed to execute the Operating Agreement on behalf of the City; and
4) The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

///

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA,

CALIFORNIA, APPROVING AN OPERATING AGREEMENT WITH UNITED WAY OF

NORTHERN SANTA BARBARA COUNTY

WHEREAS, the City is committed to reducing homelessness and minimizing the impacts of homelessness in Santa Barbara County by collaborating with neighboring agencies and sharing resources; and
WHEREAS, Home for Good has special knowledge and expertise.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:
1) The Operating Agreement with United Way is hereby approved, retroactive to July 1, 2024; and
2) The City Manager, or designee, is hereby authorized and directed to pay the United Way the sum of:

Prior to January 1, 2025 ................................................................. $15,000 After January 1, 2025, and prior to June 30, 2025 ........................... 15,000 2024-25 Total $30,000

Prior to January 1, 2026 ................................................................. $15,000 After January 1, 2026, and prior to June 30, 2026 ........................... 15,000 2025-26 Total $30,000
3) The Mayor is hereby authorized and directed to execute the Operating Agreement on behalf of the City; and
4) The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chi ef Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

///

///
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

Page 1 of 8 ends

AGREEMENT FOR PROFESSIONAL SERVICES
Economic Development

This Agreement is made on October 1, 2024, by and between the Santa Maria Valley Chamber of Commerce, a California nonprofit 501(c)(3) Corporation (“Chamber”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:

WHEREAS, the City is desirous of increasing the well -being of the City through economic development and general retail sales within the City, thereby increasing sales tax revenues to the City; and
WHEREAS, the Chamber previously provided economic development services to the City on an annual basis and the City wishes to contract for up to one year, while the City conducts an independent appraisal of economic development services; and WHEREAS, the details of this “month to month” extension follow:

NOW, THEREFORE, IT IS AGREED:

1. Recitals true. T
he above recitals are true.

2. General.

2.01. Term and Termination. 2.01. Term and Termination. The term of this Agreement commences on October 1, 2024 until June 30, 2025. This Agreement may be terminated by either party without cause with 30 day’s written notice. A review will occur during the first six months to determine the City’s future plan for Economic Development Services.

2.02. Services to be Performed. Cham ber shall determine the method, details, and means of economic development services. More specifically, Chamber agrees to perform the specific services listed in Exhibit “A.”

2.03 City’s Duties. Ci ty’s duties under this Agreement are to cooperate with Chamber in the performance of the contract and timely pay invoices.

2.04. Payment. Pay ment terms under this Agreement are listed in Exhibit “B.”

2.05. Insurance. Chamber shall provide insurance as listed in Exhibit “C.”

2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.

3. C
hamber ’s Obligations.

3.01. Minimum Amount of Service. Chamber shall devote sufficient time to perform services under this agreement efficiently and effectively. Chamber may represent, perform services for, and be employed by additional individuals or entities, in Chamber’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.

3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Chamber will supply all tools and equipment necessary to perform this Agreement.

3.03 . Status. Chamber (including its employees) is an independent contractor.

No employer/employee relationship exists between Chamber and the City. Chamber's assigned personnel shall not be entitled to any benefits payable to employees of the City.

Attachment A

Page 2 of 8 ends

The City is not required to make any deductions or withholdings from the compensation payable to Chamber under this agreement.

3.04. Indemnification. To the fullest extent permitted by law, the C hamber shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternativ e dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Chamber or the acts or omissions of an employee, agent or subcontractor of the C hamber. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.

4. Miscellaneous

4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of CHAMBER, listed below . All notices shall be addressed as follows unless a written change is filed with the City:

To City: To Chamber:

Attn: City Manager Attn: President/CEO
City of Santa Maria Chamber of Commerce
110 East Cook Street 614 South Broadway
Santa Maria, CA 93454 Santa Maria, CA 93454

If the designated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used.

4.02. Compliance With Laws, etc. Chamber shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.

4. 03. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties.

4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.

4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.

4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.

4.07. No Waiver. F ailure to enforce with respect to a default shall not be construed as a waiver.

Page 3 of 8 ends

4.08. Severability. The provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.

4.09. Submittals. I
n addition to any other submittals required by this
agreement, Chamber shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.

4. 10 Prevailing Wage. Prevailing Wage. If applicable, Chamber and all sub- contractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined , and specified are referred to and made a part hereof as though fully set forth herein.

IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.

SANTA MARIA VALLEY CHAMBER OF
COMMERCE, a California nonprofit
501c3 corporation

___________________________

MICHAEL BOYER
President/CEO

CITY OF SANTA MARIA, a political
subdivision of the State of California

ALICE M. PATINO
Mayor

ATTEST:

Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:

_______________________________
Risk Manager
_______________________________
City Attorney

Page 4 of 8 ends

EXHIBIT “A”

SCOPE OF WORK

1) The Chamber shall, through its Economic Development Commission shall proactively work to engage new or increased activity in the following specific tactical areas:
a) Enhancing the Menu of Experiential Businesses
b) Improve Local Talent Pipeline
c) Increase Business Attraction Marketing
d) Strengthening Engagement with Existing Businesses
2) The Chamber shall maintain complete financial records of all revenues and expenditures related to its activities under this Agreement. The Chamber shall provide to the City:
a) Quarterly itemized billings for service;
b) A written monthly report of its activities and progress on the scope of services benefitting the City within 30 days of the end of the reporting period; and c) A complete audit of all revenue and expenditures of the Economic Development Commission hereunder as follows:

For the 2024-25 period......................................... No later than October 15, 2025 For the 2025-26 period......................................... No later than October 15, 2026

Chamber staff will collaborate and consult City staff assigned to act as the Economic Development liasion for the City.

A minimum of quarterly meetings/reports are to be produced by the Chamber Economic Development staff for the City review. Chamber stafff shall work with the City Economic Development liasion on securing and conducting a completed analys is of the current Economic Development model for improvements, modifications and/or changes by the end of 2024.

Page 5 of 8 ends

EXHIBIT “B

PAYMENT

1) The Chamber shall present quarterly detailed billings for all economic development services provided and any overhead costs incurred providing economic development services.
2) The 2024-2025 Professional Service Agreement’s costs for the nine-month period will be $122,906.25. Detailed billings shall be provided to the City, not to exceed an average of $40,968.75, per quarter for the term of this contract extension.

Page 6 of 8 ends

EXHIBIT “C”

INSURANCE REQUIREMENTS

Chamber shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Chamber, his/her agents, representatives, or employees. If the Chamber maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Chamber.

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury.

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Chamber has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Chamber 's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

B. Minimum Limits of Insurance

Chamber shall maintain limits no less than:

1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

Page 7 of 8 ends

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions

Self-insured retentions must be declared to and approved by the City. The City may require the Chamber to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

D. Other Insurance Provisions

The liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Chamber including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Chamber’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).

2. For any claims related to this project, the Chamber's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Chamber's insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or reduced, except with notice stating the title of this contract to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested.

4. Chamber hereby grants to City a waiver of any right to subrogation which any insurer of said Chamber may acquire against the City by virtue of the payment of any loss under such insurance. Chamber agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but

Page 8 of 8 ends

this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Chamber must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

F. Verification of Coverage

Chamber shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Chamber’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

G. Special Risks or Circumstances

The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Page 1 of 8 ends

AGREEMENT FOR PROFESSIONAL SERVICES
Visitor’s Bureau
T
his Agreement is made on October 1, 2024, by and between the Santa Maria Valley Chamber of Commerce, a California nonprofit 501(c)(3) Corporation (“Chamber”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:

WHEREAS, the City is desirous of increasing the well-being of the City through the development of tourism, conventions, and general retail sales within the City, thereby increasing the transient occupancy tax and sales tax revenues to the City; and W
HEREAS, the Santa Maria Valley Chamber of Commerce (Chamber) has organized for the purpose of promoting tourism, conventions, and retail sales within the City and has special knowledge, expertise, skills, and facilities for promotional work; and W
HEREAS, the City desires to secure the services of the Chamber to perform certain services to develop and maintain tourism, conventions, and retail sales within the City.

NO
W, THEREFORE, IT IS AGREED:

1. R ecitals true. The above recitals are true.

2. General.

2. 01. Term and Termination. The term of this contract is from October 1, 2024 to June 30, 2026. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law. This Agreement may be terminated by either party without cause with 30 day’s written notice.

2.02. Services to be Performed. Ch
amber shall determine the method, details,
and means of providing tourism services. More specifically, Chamber agrees to perform the specific services listed in Exhibit “A.”

2.03 City’s Duties. C ity’s duties under this Agreement are to cooperate with Chamber in the performance of the contract and timely pay invoices.

2.04. Payment. P ayment terms under this Agreement are listed in Exhibit “B.”

2.05. Insurance. Chamber shall provide insurance as listed in Exhibit “C.”

2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.

3. C hamber ’s Obligations.

3. 01. Minimum Amount of Service. Chamber shall devote sufficient time to perform services under this agreement efficiently and effectively. Chamber may represent, perform services for, and be employed by additional individuals or entities, in Chamber’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.

3.02 . Tools and Equipment. Except as otherwise stated in this Agreement, Chamber will supply all tools and equipment necessary to perform this Agreement.

Attachment B

Page 2 of 8 ends

3.03. Status. Chamber (including its employees) is an independent contractor.

No employer/employee relationship exists between Chamber and the City. Chamber's assigned personnel shall not be entitled to any benefits payable to employees of the City.

The City is not required to make any deductions or withholdings from the compensation payable to Chamber under this agreement.
3 .04. Indemnification. To the fullest extent permitted by law, the C hamber shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternativ e dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Chamber or the acts or omissions of an employee, agent or subcontractor of the C hamber. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.

4. Miscellaneous

To City: To Chamber:

Attn: City Manager Attn: President/CEO
City of Santa Maria Chamber of Commerce
110 East Cook Street 614 South Broadway
Santa Maria, CA 93454 Santa Maria, CA 93454

4.02. Compliance With Laws, etc. Chamber shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.

4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.

4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.

4.06. Warranty of authority. Each person signing this agreement on behalf of

Page 3 of 8 ends

a party warrants that he or she has authority to do so.

4.07. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.

4.08. Severability. T he provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.

IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.

SANTA MARIA VALLEY CHAMBER OF
COMMERCE, a California nonprofit
501c3 corporation

___________________________

MICHAEL BOYER
President/CEO

CITY OF SANTA MARIA, a political
subdivision of the State of California

ALICE M. PATINO
Mayor

ATTEST:

Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:

_______________________________
Risk Manager
_______________________________
City Attorney

Page 4 of 8 ends

EXHIBIT “A”

SCOPE OF WORK

1) The Chamber shall, through its Visitor Convention Bureau (VCB), determine the method, details, and means of advertising, marketing and otherwise making known to the public, the resources of the City for the express purpose of inducing and increasing the trade, commerce, and tourist and convention activity within the City. The Chamber shall advertise or exhibit for such purposes as showcasing the agricultural, horticul tural, mineral, industrial, commercial, climatic, educational, recreational, and cultural resources and advantages of the City. Such activities shall generally include, but not be limited to:
a) Working in conjunction with City departments, the development and execution of periodic events and/or campaignsdesigned to attract tourists, conventions, and retail shoppers to the City;
b) newspapers, magazines, radio, television, direct-mail advertising, and the Internet; c) participation at travel trade shows and missions;
d) development and distribution of generalized and specialized brochures and other publications featuring the City and its resources;
e) solicitation of group conference and event business travel, including assistance to the planners and organizers thereof; and
f) liaison with other State and local groups involved in the promotion of tourism and retail sale.
2) The Chamber shall specifically provide (not an all-inclusive list):
a) Such staff, employed or contracted by the Chamber, as is reasonably necessary to support and complete the work of the VCB as described herein; and b) Office space, equipment, furniture, consumable supplies, and other materials necessary to carry out the scope of services described herein. 3) The Chamber shall maintain complete financial records of all revenues and expenditures related to its activities under this Agreement. The Chamber shall provide to the City:
a) A written semi-annual report of its activities and progress on the scope of services pertaining to the City within 30 days of the end of the reporting period; and b) A complete audit of all revenue and expenditures of the VCB hereunder as follows:

For the 2024-25 period......................................... No later than October 15, 2025 For the 2025-26 period......................................... No later than October 15, 2026

Page 5 of 8 ends

EXHIBIT “B

PAYMENT

1) In consideration of the Chamber's services, the City agrees to pay the Chamber for Visitor’s Bureau Services:

Prior to January 1, 2025 ......................................................................... $151,999.99 After January 1, 2025, and prior to June 30, 2025 ................................. 304,000.00 .00 2024-25 Total $ 455,999.99

Prior to January 1, 2026 ......................................................................... $304,000.00 After January 1, 2026, and prior to June 30, 2026 ................................. 304,000.00 2025-26 Total $ 608,000.00

Each said payment shall be allocated exclusively for the purposes of promoting tourism, conventions, and retail sales in the City, as described herein, during the term of this Agreement. Said payment shall be allocated, used and accounted for in accordance with Exhibit A. The City shall have the ability to withhold payment if payment is not allocated, used and accounted for in accordance with Exhibit A, or if the Chamber is in breach per Section 2.01 of this Agreement.

Page 6 of 8 ends

EXHIBIT “C”

INSURANCE REQUIREMENTS

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Chamber has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Chamber 's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

B. Minimum Limits of Insurance

Chamber shall maintain limits no less than:

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

Page 7 of 8 ends

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions

D. Other Insurance Provisions

The liability policies are to contain, or be endorsed to contain, the following provisions:

Page 8 of 8 ends

this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

F. Verification of Coverage

G. Special Risks or Circumstances

The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Atty. Rev. 2018 Page 1 of 9

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement is made on July 1, 2024, by and between Santa Maria Valley Historical Society, a California nonprofit 501(c)(3) Corporation (“Society”) , and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:

WHEREAS, the City is desirous of increasing its well-being of the City through the preservation and exhibition of the historical resources of the Santa Maria Valley; and WHEREAS, the Society is operating a historical museum in accordance with the terms and conditions of this Agreement: and
WHEREAS, the terms and conditions of this Agreement are in the best interest of the City, and agreeable to the Society.

NOW, THEREFORE, IT IS AGREED:

1. R
ecitals true. The above recitals are true.

2. Ge neral.

2.01. Term and Termination. The term of this contract is for two years, beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law.

Termination is effective 14 days after deposit of notice as specified in this Agreement.

2.02. Services to be Performed. Soc
iety shall determine the method, details ,
and means of providing historical museum resource services. More specifically, Society agrees to perform the specific services listed in Exhibit “A.”

2.03 City’s Duties. C ity’s duties under this Agreement are to cooperate with Society in the performance of the contract and timely pay invoices.

2.04. Payment. P ayment terms under this Agreement are listed in Exhibit “B.”

2.05. Insurance. Society shall provide insurance as listed in Exhibit “C.”

2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.

3 . Society’s Obligations.

3.01. Minimum Amount of Service. Society shall devote sufficient time to perform services under this agreement efficiently and effectively. Society may represent, perform services for, and be employed by additional individuals or entities, in Society’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.

3.02 . Tools and Equipment. Except as otherwise stated in this Agreement, Society will supply all tools and equipment necessary to perform this Agreement.

3.03 . Status. Society (including its employees) is an independent contractor.

No employer/employee relationship exists between Society and the City. Society 's assigned personnel shall not be entitled to any benefits payable to employees of the City.

The City is not required to make any deductions or withholdings from the compensation payable to Society under this agreement.

Attachment C
Atty. Rev. 2018 Page 2 of 9

3.04. Indemnification. To the fullest extent permitted by law, the Society shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternativ e dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of Society or the acts or omissions of an employee, agent or subcontractor of the Society . The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.

4. Miscellaneous

4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of SOCIETY, listed below . All notices shall be addressed as follows unless a written change is filed with the City:

To City: To Society:

Attn: City Manager Attn: Brooke Bradley, President
City of Santa Maria Santa Maria Valley Historical Society 110 East Cook Street 616 South Broadway
Santa Maria, CA 93454 Santa Maria, CA 93455

4.02. Compliance With Laws, etc. Society shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.

4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.

4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.

4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.

4.07. No Waiver. F ailure to enforce with respect to a default shall not be construed as a waiver.

4.08. Severability. T he provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of Atty. Rev. 2018 Page 3 of 9

the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.

4.09. Submittals. In addition to any other submittals required by this agreement, Society shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.

4. 10 Prevailing Wage. Prevailing Wage. If applicable, Society and all sub - contractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined , and specified are referred to and made a part hereof as though fully set forth herein.

IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.

SANTA MARIA VALLEY HISTORICAL
SOCIETY, a California nonprofit
501(c)(3)
Corporation

___________________________

BROOKE BRADLEY
President

CITY OF SANTA MARIA, a political
subdivision of the State of California

ALICE M. PATINO
Mayor

ATTEST:

Donna Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:

_______________________________
Risk Manager
_______________________________
City Attorney

Atty. Rev. 2018 Page 4 of 9

EXHIBIT “A”

SCOPE OF WORK

1) During the term of this Agreement, the Society shall operate and maintain a historical museum in the facility constructed by it and owned by the City, located at 616 South Broadway. The purpose of this museum is for the promotion of the historical and cultural resources of the City. Such activities shall generally include, but not be limited to:
a) collecting and preserving artifacts relevant to the cultural, economic, and military history of the Santa Maria Valley;
b) developing and providing exhibits and displays which educate the community and demonstrate the cultural, economic, and military history of the Santa Maria Valley; and
c) providing tours of the Society to school groups and other special groups to educate these groups regarding the cultural, economic, and military history of the Santa Maria Valley.
2) The Society shall provide personnel and responsible supervision to operate the said historical museum pursuant to and in accordance with any regulations adopted by the Society during the term of this Agreement, on Tuesdays through Saturdays, from 12:00 p.m. to 5:00 p.m., and may, by arrangements made at the discretion of the Society, schedule special tours for schools and special groups on said days or other days; provided further, however, that upon approval by the Society said hours of operation may be changed.
3) The Society shall provide all interior facility custodial services and shall maintain the interior of the facility in first -class condition, subject only to normal wear and tear.
4) The Society shall pay the cost of all utilities provided to the said facility, other than the water and refuse collection herein referred to in Exhibit “B.” 5) The Society shall further obtain all risk and fine arts coverage to protect all exhibits within the facility in an amount approved by the Society, which coverage shall be so drawn as to apply to all materials on exhibit whether owned by the Society, the City, or private persons.
6) The Society shall be responsible to maintain the security of the facility, so that doors and all entrances are locked and secured when the facility is not open to the public. 7) The Society shall maintain complete financial records of the revenue received from the City and other sources related to its activities and all sums expended pursuant hereto. The Society shall provide to the City a Statement of Revenues and Expenditures of the Society, hereunder as follows:

Atty. Rev. 2018 Page 5 of 9

For the 2024-25 period......................................... No later than October 15, 2025 For the 2025-26 period......................................... No later than October 15, 2026

8) The Society understands and agrees that the parking areas are utilized and shared by the Society and the Santa Maria Valley Chamber of Commerce pursuant to a development plan approved by the City Council of the City of Santa Maria and in accordance with the terms and conditions of the Lease Agreement between the City and the Society. Documents related to and ancillary thereto; and that the landscaping in and about the parcel of land upon which the Society’s and the Society’s facilities are situated is complementary each to the other and that the said landscaping work is done by a single entity and that entity shall be the Society. 9) Upon acceptance of this agreement by the CITY, the Society shall receive disbursement in full, upon satisfaction of the following conditions:
a) The Society shall prepare the following exhibits:

EXHIBIT A – GOALS AND OBJECTIVES
EXHIBIT B – PROGRAM BUDGET SUMMARY
EXHIBIT C – CERTIFICATE OF INSURANCE
b) Said exhibits shall be attached to this contract upon submittal to the CITY. The Society shall not obligate or expend funds for purposes other than those shown in the approved budget.

Atty. Rev. 2018 Page 6 of 9

EXHIBIT “B

PAYMENT

1) In consideration of the Society's services, the City agrees to pay the Society:

Prior to January 1, 2025 .......................................................................... $ 10,000 After January 1, 2025, and prior to June 30, 2025 .................................. 10,000 $20,000
Prior to January 1, 2026 .......................................................................... $ 10,000 After January 1, 2026, and prior to June 30, 2026 .................................. 10,000 $20,000
Each said payment shall be allocated exclusively for the operation and maintenance of the Society and promoting the historical and cultural resources of the City. Said payment shall be allocated, used, and accounted for in accordance with Exhibit "A", hereto and incorporated. The City shall have the ability to withhold payment if payment is not allocated, used, and accounted for in accordance with Exhibit “A” or if the Society is in breach per Section 2.01 of this Agreement.

2) For the operation of the Society, the City shall provide at no cost:
a) water to the said facility for the landscaping allocable thereto to the Society; b) refuse collection and sewer service; and
c) fire and extended insurance coverage by suitable amendment, endorsement or rider to its existing policy covering the facility and grounds at 616 South Broadway, Santa Maria, California.

Atty. Rev. 2018 Page 7 of 9

EXHIBIT “C”

INSURANCE REQUIREMENTS

Society shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Society, his/her agents, representatives, or employees. If the Society maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Society.

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Society has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Society's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

B. Minimum Limits of Insurance

Society shall maintain limits no less than:

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

Atty. Rev. 2018 Page 8 of 9

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions

Self-insured retentions must be declared to and approved by the City. The City may require the Society to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

D. Other Insurance Provisions

The liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Society including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Society’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).

2. For any claims related to this project, the Society's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees , and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Society's insurance and shall not contribute with it.

4. Society hereby grants to City a waiver of any right to subrogation which any insurer of said Society may acquire against the City by virtue of the payment of any loss under such insurance. Society agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision Atty. Rev. 2018 Page 9 of 9

applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Society must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

F. Verification of Coverage

Society shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Society’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

G. Special Risks or Circumstances

The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Atty. Rev. 2018 Page 1 of 8

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement is made on July 1, 2024, by and between the Santa Maria Museum of Flight, a California nonprofit 501(c)(3) Corporation (“Museum”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:

WHEREAS, the City is desirous of increasing its well-being of the City through the preservation and exhibition of the historical resources of the Santa Maria Valley; and WHEREAS, the Museum has special knowledge, expertise, skill, and facilities for preservation, exhibit, and promotional work; and
WHEREAS, the City desires to employ or secure the services of the Museum to perform certain services to preserve the aviation history of the Santa Maria Valley;

NOW, THEREFORE, IT IS AGREED:

1. R
ecitals true. The above recitals are true.

2. Ge neral.

2.01. Term and Termination. The term of this contract is for two years ], beginning on the date first written above. This contract may be extended by mutual consent of the parties. This contract may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state or federal law.

Termination is effective 14 days after deposit of notice as specified in this Agreement.

2.02. Services to be Performed. Mus
eum shall determine the method, details,
and means of providing historical resource services. More specifically, Museum agrees to perform the specific services listed in Exhibit “A.”

2.03 City’s Duties. C ity’s duties under this Agreement are to cooperate with Museum in the performance of the contract and timely pay invoices.

2.04. Payment. P ayment terms under this Agreement are listed in Exhibit “B.”

2.05. Insurance. Museum shall provide insurance as listed in Exhibit “C.”

2.06. Exhibits. Exhibits “A,” “B,” and “C” are attached and incorporated.

3 . Museum’s Obligations.

3.01. Minimum Amount of Service. Museum shall devote sufficient time to perform services under this agreement efficiently and effectively. Museum may represent, perform services for, and be employed by additional individuals or entities, in Museum’s sole discretion, as long as the performance of these extra-contractual services does not interfere with or present a conflict with City's business.

3.02 . Tools and Equipment. Except as otherwise stated in this Agreement, Museum will supply all tools and equipment necessary to perform this Agreement.

3.0 3. Status. Museum (including its employees) is an independent contractor.

No employer/employee relationship exists between Museum and the City. Museum 's assigned personnel shall not be entitled to any benefits payable to employees of the City.

The City is not required to make any deductions or withholdings from the compensation payable to Museum under this agreement.

Attachment D
Atty. Rev. 2018 Page 2 of 8

3.04. Indemnification. To the fullest extent permitted by law, the Museum shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of the Museum or the acts or omissions of an employee, agent or subcontractor of the Museum . The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.

4. Miscellaneous

4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of MUSEUM, listed below . All notices shall be addressed as follows unless a written change is filed with the City:

To City: To
Museum:

Attn: City Manager Attn: Esmeralda Mendoza/CEO
City of Santa Maria Santa Maria Museum of Flight
110 East Cook Street 3015 Airpark Drive
Santa Maria, CA 93454 Santa Maria, CA 93455

4.02. Compliance With Laws, etc. Museum shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.

4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.

4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.

4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.

4.07. No Waiver. F ailure to enforce with respect to a default shall not be construed as a waiver.

4.08. Severability. T he provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual Atty. Rev. 2018 Page 3 of 8

written consent of the parties.

4.09. Submittals. In addition to any other submittals required by this agreement, Museum shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.

4. 10 Prevailing Wage. Prevailing Wage. If applicable, Museum and all sub- contractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined , and specified are referred to and made a part hereof as though fully set forth herein.

IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.

SANTA MARIA MUSEUM OF FLIGHT, a
California nonprofit 501(c)(3)
Corporation

___________________________

ESMERALDA MENDOZA
CEO

CITY OF SANTA MARIA, a political
subdivision of the State of California

ALICE M. PATINO
Mayor

ATTEST:

Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:

_______________________________
Risk Manager
_______________________________
City Attorney

Atty. Rev. 2018 Page 4 of 8

EXHIBIT “A”

SCOPE OF WORK
1) During the term of this Agreement, the Museum shall determine the method, details, and means of advertising, and otherwise making known to the public, the historical aviation resources of the City for the express purpose of preserving the historical aviation resources of the City. Such activities shall generally include, but not be limited to:
a) collecting and preserving artifacts relevant to the aviation history of the Santa Maria Valley;
b) developing and providing exhibits and displays, which educate the community and demonstrate the aviation history of the Santa Maria Valley; c) encouraging school classes and adult groups to schedule tours of these exhibits; and
d) scheduling periodic displays of currently flying aircraft of historical significance to the residents of the Santa Maria Valley.

2) The Museum shall, during the term of this Agreement, provide all facilities, tools, and equipment and shall use its special knowledge, expertise, and organization to carry out the terms of this Agreement.
3) The Museum shall specifically provide (not an all-inclusive list):
a) volunteer staff as reasonably necessary to support and complete the work as described herein including but not limited to the supervisory and management services of the Board of Directors and such outside contract services necessary to provide accounting support.
4) The Museum shall maintain complete financial records of the revenue received from the City and other sources related to its activities and all sums expended pursuant hereto.

The Museum shall provide to the City a Statement of Revenues and Expenditures of the Museum, hereunder as follows:

For the 2024-25 period .............................................. No later than October 15, 2025 For the 2025-26 period .............................................. No later than October 15, 2026

5) The Museum shall maintain a count of all visitors to the Museum and report the total visitor count for the period to the City, as part of the Statement of Revenues and Expenses.

Atty. Rev. 2018 Page 5 of 8

EXHIBIT “B

PAYMENT
In consideration of the Museum's services, the City agrees to pay the Museum:

Prior to January 1, 2025 .................................................................................... $ 10,000 After January 1, 2025, and prior to June 30, 2025 ............................................ 10,000 $20,000

Prior to January 1, 2026 .................................................................................... $ 10,000 After January 1, 2026 and prior to June 30, 2026 ............................................. 10,000 $20,000

Each said payment shall be allocated exclusively for the purposes of preserving and exhibiting the aviation history of the Santa Maria Valley, as described herein during the term of this Agreement. Said payment shall be allocated, used , and accounted for in accordance with Exhibit A. The City shall have the ability to withhold payment if payment is not allocated, used, and accounted for, in accordance with Exhibit A or if the Museum is in breach per Section 2.01 of this Agreement.

Atty. Rev. 2018 Page 6 of 8

EXHIBIT “C”

INSURANCE REQUIREMENTS

Museum shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Museum, his/her agents, representatives, or employees. If the Museum maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Museum.

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Museum has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Museum 's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

B. Minimum Limits of Insurance

Museum shall maintain limits no less than:

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

Atty. Rev. 2018 Page 7 of 8

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions

Self-insured retentions must be declared to and approved by the City. The City may require the Museum to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

D. Other Insurance Provisions

The liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Museum including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Museum’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).

2. For any claims related to this project, the Museum's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees , and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Museum's insurance and shall not contribute with it.

4. Museum hereby grants to City a waiver of any right to subrogation which any insurer of said Museum may acquire against the City by virtue of the payment of any loss under such insurance. Museum agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but Atty. Rev. 2018 Page 8 of 8

this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Museum must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

F. Verification of Coverage

Museum shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Museum’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

G. Special Risks or Circumstances

The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Atty. Rev. 2018 Page 1 of 8

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement is made on July 1, 2024, by and between the Northern Santa Barbara County United Way AmeriCorps/Home for Good, a California nonprofit 501(c)(3) Corporation (“Home for Good”) , and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:

WHEREAS, the City is desirous of increasing its well-being of the City through the coordination of homeless outreach services in the City of Santa Maria; and WHEREAS, the Home for Good is transitioning from outreach and data collection to a focus on housing retention: and
WHEREAS, the terms and conditions of this Agreement are in the best interest of the City, and agreeable to the Home for Good.

NOW, THEREFORE, IT IS AGREED:

1. Recitals true. Th
e above recitals are true.

2. General.

Termination is effective 14 days after deposit of notice as specified in this Agreement.

2.02. Services to be Performed. Home
for Good shall determine the method,
details, and means of providing homeless outreach services. More specifically, Home for Good agrees to perform the specific services listed in Exhibit “A.”

2.03 City’s Duties. Cit y’s duties under this Agreement are to cooperate with Home for Good in the performance of the contract and timely pay invoices.

2.04. Payment. Paym ent terms under this Agreement are listed in Exhibit “B.”

2.05. Insurance. Home for Good shall provide insurance as listed in Exhibit “C.”

2.06. Exhibits. Exhi bits “A,” “B,” and “C” are attached and incorporated.

3. Home for Good’s Obligations.

3.01. Minimum Amount of Service. Home for Good shall devote sufficient time to perform services under this agreement efficiently and effectively. Home for Good may represent, perform services for, and be employed by additional individuals or entities, in Home for Good’s sole discretion, as long as the performance of these extra- contractual services does not interfere with or present a conflict with City's business.

3.02. Tools and Equipment. Except as otherwise stated in this Agreement, Home for Good will supply all tools and equipment necessary to perform this Agreement.

3.03. S tatus. Home for Good (including its employees) is an independent contractor. No employer/employee relationship exists between Home for Good and the City. Home for Good's assigned personnel shall not be entitled to any benefits payable Attachment E
Atty. Rev. 2018 Page 2 of 8

to employees of the City. The City is not required to make any deductions or withholdings from the compensation payable to Home for Good under this agreement.

3.04. Indemnification. To the fullest extent permitted by law, Home for Good shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternat ive dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of Home for Good or the acts or omissions of an employee, agent or subcontractor of Home for Good. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this Section are not limited by the provisions of the Section relating to insurance.

4. Miscellaneous

4.01. Notices. All communication relating to the day -to-day activities of this Agreement shall be exchanged between a designated representative of the CITY and a representative of HOME FOR GOOD , listed below. All notices shall be addressed as follows unless a written change is filed with the City:

To City: To Home for Good:

Attn: City Manager Attn: Eddie Taylor/CEO
City of Santa Maria Northern Santa Barbara County
110 East Cook Street Americorp/Home for Good
Santa Maria, CA 93454 P.O. Box 947
Santa Maria, CA 93456

4.02. Compliance With Laws, etc. Home for Good shall comply with all laws, including but not limited to the rules and policies of the City, in performing this agreement.

4. 04. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.

4.05. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.

4.06. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.

4.07. No Waiver. F ailure to enforce with respect to a default shall not be Atty. Rev. 2018 Page 3 of 8

construed as a waiver.

4.09. Submittals. I
n addition to any other submittals required by this
agreement, Home for Good shall submit copies of its current business license and current certificate of workers’ compensation coverage to the City before beginning work on this project.

4. 10 Prevailing Wage. Prevailing Wage. If applicable, Home for Good and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.

IN WITNESS WHEREOF , this agreement is executed by the parties on the date first written above.

NORTHERN SANTA BARBARA

COUNTY UNITED WAY AMERICORP/
HOME FOR GOOD, a California
nonprofit
501(c)(3) Corporation

___________________________

EDDIE TAYLOR
CEO

CITY OF SANTA MARIA, a political
subdivision of the State of California

ALICE M. PATINO
Mayor

ATTEST:

Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:

_______________________________
Risk Manager
_______________________________
City Attorney

Atty. Rev. 2018 Page 4 of 8

EXHIBIT “A”

SCOPE OF WORK

1) The Home for Good shall provide homeless outreach services and focus on housing retention.

2) The Home for Good shall maintain complete financial records of the revenue received from the City and other sources related to its activities and all sums expended pursuant hereto. The Home for Good shall provide to the City a Statement of Revenues and Expenditures of the Home for Good, hereunder as follows:

For the 2024-25 period......................................... No later than October 15, 2025 For the 2025-26 period......................................... No later than October 15, 2026

3) Upon acceptance of this agreement by the CITY, the Home for Good shall receive disbursement in full, upon satisfaction of the following conditions:
a) The Home for Good shall prepare the following exhibits:

EXHIBIT A – GOALS AND OBJECTIVES
EXHIBIT B – PROGRAM BUDGET SUMMARY
EXHIBIT C – CERTIFICATE OF INSURANCE
b) Said exhibits shall be attached to this contract upon submittal to the CITY. The Home for Good shall not obligate or expend funds for purposes other than those shown in the approved budget.

Atty. Rev. 2018 Page 5 of 8

EXHIBIT “B

PAYMENT

1) In consideration of the Home for Good's services, the City agrees to pay the Home for Good:

Prior to January 1, 2025 .......................................................................... $ 15,000 After January 1, 2025, and prior to June 30, 2025 .................................. 15,000 $30,000
Prior to January 1, 2026 .......................................................................... $ 15,000 After January 1, 2026, and prior to June 30, 2026 .................................. 15,000 $30,000
Each said payment shall be allocated exclusively for the operation and maintenance of the Home for Good and promoting the historical and cultural resources of the City.

Said payment shall be allocated, used, and accounted for in accordance with Exhibit "A", hereto and incorporated. The City shall have the ability to withhold payment if payment is not allocated, used, and accounted for in accordance with Exhibit “A” or if the Home for Good is in breach per Section 2.01 of this Agreement.

Atty. Rev. 2018 Page 6 of 8

EXHIBIT “C”

INSURANCE REQUIREMENTS

Home for Good shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Home for Good , his/her agents, representatives, or employees. If the Home for Good maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Home for Good.

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Home for Good has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Home for Good's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

B. Minimum Limits of Insurance

Home for Good shall maintain limits no less than:

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

Atty. Rev. 2018 Page 7 of 8

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions

Self-insured retentions must be declared to and approved by the City. The City may require the Home for Good to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

D. Other Insurance Provisions

The liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Home for Good including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Home for Good’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).

2. For any claims related to this project, the Home for Good 's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees , and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Home for Good's insurance and shall not contribute with it.

4. Home for Good hereby grants to City a waiver of any right to subrogation which any insurer of said Home for Good may acquire against the City by virtue of the payment of any loss under such insurance. Home for Good agrees to obtain any endorsement that may be necessary to affect this waiver Atty. Rev. 2018 Page 8 of 8

of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Home for Good must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

F. Verification of Coverage

Home for Good shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences . However, failure to obtain the required documents prior to the work beginning shall not waive the Home for Good’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance pol icies, including endorsements effecting the coverage required by these specifications at any time.

G. Special Risks or Circumstances

The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Chief Deputy City Clerk Donna G. Schwartz

SUBJECT: Conflict of Interest Code Biennial Notice

The City Council will receive and file the 2024 Conflict of Interest Code Biennial Notice.

BACKGROUND:

The Political Reform Act of 1974, as amended, requires that local government agencies adopt a Conflict of Interest Code (COIC) listing those employees who make or participate in the making of governmental decisions which may foreseeably have a material effect on any financial interest and are not covered by Section 87200 of the Government Code.

Section 87200 of the Government Code specifies those positions which are required by State law to file Statements of Economic Interest. They include the Mayor, City Council, City Treasurer, City Manager, City Attorney, and Planning Commission.

The Political Reform Act also requires that the COIC be reviewed every even -numbered year to ensure it is still valid and includes all the classifications that should be filing Statements of Economic Interest. This Biennial Notice must be submitted to the Code Reviewing Body (the City Council) no later than July 1st of even-numbered years. Due to recent staff changes in the City Clerk’s Office, we are issuing this notice at this time.. Any changes to the COIC must then be submitted to the City Council by October 1st.

The last amendment to the COIC was made by the City Council on September 20, 2022, by adopting Resolution No. 2022 -96, based on recommended revisions and approved amendments to position classifications and job specifications on December 7, 2021, abolishing the Management Analyst classification to create a new Business Progr am Leader broad band classification. May 17, 2022, approving the Confidential Technician III and Business Program Leader classifications and adding a Confidential Secretary in the City Manager’s Office/Administration Division. August 2, 2022, approved and adopted new classifications: Automotive Service Writer, SharePoint Developer, and Transit Planner. August 16, 2022, adding to the COIC Digital Forensics Examiner based upon the duties provided in the job specifications.

The City Council on June 21, 2022 , adopted Resolution No. 2022 -64, approving the Organizational/Enterprise Leader (Non -Safety/Safety) and the Department/ Corporate/Executive Leader (Non-Safety/Safety) Classifications, and their corresponding 2 job specifications. These positions were included in the September 20, 2022, amendment to the COI.

DISCUSSION:

Prior to submitting the Biennial Notice to the City Council, staff is to determine if amendments are necessary to include new positions, delete positions that manage public investments from the list of designated positions, review disclosure categories, review the title of existing positions, or delete titles of positions that have been abolished. This procedure ensures that the COIC remains current and consistent with the classifications and positions held by City employees.

On August 15, 2023, the City Council adopted Resolution No. 2023 -116, approving the establishment of GIS Analyst classification and corresponding job specification (via Resolution No. 2023-103).

On November 21, 2023, the City Council adopted Resolution No. 2023 -145, approving the establishment of Lead Police Services Technician and Investigative Specialist I/II Flex Series classifications and corresponding job descriptions (via Resolution No. 2023-103).

On December 19, 2023, the City Council adopted Resolution No. 2023 -160, approving the establishment of Legal Office Specialist classification and corresponding job specification (via Resolution No. 2023-103).

On February 20, 2024, the City Council adopted Resolution No. 2024-21, approving one full-time Deputy City Attorney/City Prosecutor position, for the City Attorney’s Office, one full-time Deputy Building Official, for the Community Development Department , and one full-time Account Clerk I/II for the Recreation and Parks Department. Additional positions were approved but the three positions noted would be required to file under the COIC.

On February 20, 2024, the City Council adopted Resolution No. 2024 -22, approving the establishment of three new job classifications of Administrative Leader, Program Leader, and Business Leader and corresponding job specifications.

Therefore, this Biennial Notice is being submitted to the City Council noting that amendments are required to the City’s COIC to include new position s, revise titles of existing positions, and delete titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions in accordance with the law.

Fiscal Considerations
There is no foreseeable fiscal impact to the City’s General Fund as a result of this agenda item.

3 Impact to the Community
The Biennial Notice ensures that agencies’ COIC is updated regularly to provide the general public with information on designated employees’ economic interests.

ATTACHMENTS

A. 2024 Local Agency Biennial Notice

Attachment A
FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

SUBJECT: Designation of Voting Delegate and Alternate for the 2024 League of California Cities Annual Conference

Description:

The City Council will consider designating Mayor Alice M. Patino as the voting de legate and Assistant City Manager Chuen Wu as the alternate for the League of California Cities Annual Conference.

RECOMMENDATION:

BACKGROUND:

Each year, as a component of the City’s membership in the League of California Cities (League), Voting Delegates are appointed to represent the City’s position on resolutions at the Annual Business Meeting of the League’s Annual Conference. This year’s annual conference is being held Wednesday, October 16th through Friday, October 18th, 2024, in Long Beach, California.

DISCUSSION:

Before the League meeting, a city must have its City Council designate a voting delegate and alternate (in the event the voting delegate cannot serve in that capacity) to vote at the Annual Business Meeting.

The League membership considers and takes action on resolutions that establish League policy. The League will finalize and distribute a packet of resolutions by the end of September.

2 Fiscal Considerations
Sufficient funds are budgeted for participation in this conference.

Impact to the Community
The conference provides valuable networking and educational opportunities.

Attachments:

A – 2024 Voting Delegate Information Packet

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org

DATE: Wednesday, July 10, 2024

TO: Mayors, Council Members, City Clerks, and City Managers

RE: DESIGNATION OF VOTING DELEGATES AND ALTERNATES
League of California Cities Annual Conference and Expo, Oct. 16-18, 2024 Long Beach Convention Center

Every year, the League of California Cities convenes a member-driven General Assembly at the Cal Cities Annual Conference and Expo. The General Assembly is an important opportunity where city officials can directly participate in the development of Cal Cities policy.

Taking place on Oct. 18, the General Assembly is comprised of voting delegates appointed by each member city; every city has one voting delegate. Your appointed voting delegate plays an important role during the General Assembly by representing your city and voting on resolutions.

To cast a vote during the General Assembly, your city must designate a voting delegate and up to two alternate voting delegates, one of whom may vote if the designated voting delegate is unable to serve in that capacity. Voting delegates may either be an elected or appointed official.

Action by Council Required. Consistent with Cal Cities bylaws, a city’s voting delegate and up to two alternates must be designated by the city council. Please note that designating the voting delegate and alternates must be done by city council action and cannot be accomplished by individual action of the mayor or city manager alone.

Following council action, please submit your city’s delegates through the online submission portal by Wed., Sept. 25. When completing the Voting Delegate submission form, you will be asked to attest that council action was taken. You will need to be signed in to your My Cal Cities account when submitting the form.

Submitting your voting delegate form by the deadline will allow us time to establish voting delegate/alternate records prior to the conference and provide pre-conference communications with voting delegates.

Conference Registration Required. The voting delegate and alternates must be registered to attend the conference. They need not register for the entire conference; they may register for Friday only. Conference registration is open on the Cal Cities website.

Council Action Advised by September 25, 2024
Attachment A

For a city to cast a vote, one voter must be present at the General Assembly and in possession of the voting delegate card and voting tool. Voting delegates and alternates need to pick up their conference badges before signing in and picking up the voting delegate card at the voting delegate desk. This will enable them to receive the special sticker on their name badges that will admit the voting delegate into the voting area during the General Assembly.

Please view Cal Cities’ event and meeting policy in advance of the conference.

Transferring Voting Card to Non-Designated Individuals Not Allowed. The voting delegate card may be transferred freely between the voting delegate and alternates, but only between the voting delegate and alternates. If the voting delegate and alternates find themselves unable to attend the General Assembly, they may not transfer the voting card to another city official.

Seating Protocol during General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

The voting delegate desk, located in the conference registration area of the Long Beach Convention Center in Long Beach, will be open at the following times: Wednesday, Oct. 16, 8:00 a.m.-6:00 p.m. and Thursday, Oct. 17, 7:30 a.m.-4:00 p.m. On Friday, Oct. 18, the voting delegate desk will be open at the General Assembly, starting at 7:30 a.m., but will be closed during roll calls and voting.

The voting procedures that will be used at the conference are attached to this memo.

Please share these procedures and this memo with your council and especially with the individuals that your council designates as your city’s voting delegate and alternates.

Once again, thank you for submitting your voting delegate and alternates by Wednesday, Sept. 25. If you have questions, please contact Zach Seals at [email protected].

Attachments:
• General Assembly Voting Guidelines
• Information Sheet: Cal Cities Resolutions and the General Assembly

1400 K Street, Suite 400, Sacramento, CA 95814 • 916.658.8200 • calcities.org

General Assembly Voting Guidelines

1. One City One Vote. Each member city has a right to cast one vote on matters pertaining to Cal Cities policy.

2. Designating a City Voting Representative. Prior to the Cal Cities Annual Conference and Expo, each city council may designate a voting delegate and up to two alternates; these individuals are identified on the voting delegate form provided to the Cal Cities Credentials Committee.

3. Registering with the Credentials Committee. The voting delegate, or alternates, may pick up the city's voting card at the voting delegate desk in the conference registration area. Voting delegates and alternates must sign in at the voting delegate desk. Here they will receive a special sticker on their name badge and thus be admitted to the voting area at the General Assembly.

4. Signing Initiated Resolution Petitions. Only those individuals who are voting delegates (or alternates), and who have picked up their city’s voting card by providing a signature to the credentials committee at the voting delegate desk, may sign petitions to initiate a resolution.

5. Voting. To cast the city's vote, a city official must have in their possession the city's voting card and voting tool; and be registered with the credentials committee. The voting card may be transferred freely between the voting delegate and alternates but may not be transferred to another city official who is neither a voting delegate nor alternate.

6. Voting Area at General Assembly. At the General Assembly, individuals with a voting card will sit in a designated area. Admission to the voting area will be limited to the individual in possession of the voting card and with a special sticker on their name badge identifying them as a voting delegate.

7. Resolving Disputes. In case of dispute, the credentials committee will determine the validity of signatures on petitioned resolutions and the right of a city official to vote at the General Assembly.

Sixty days before the
Annual Conference
and Expo, Cal Cities
members may submit
policy proposals on
issues of importance
to cities. The resolution must
have the concurrence of at least
five additional member cities or
individual members.

How it works: Cal Cities
Resolutions and the General Assembly
General Assembly
General Resolutions Policy Committees
Developing League of California Cities policy is a dynamic process that engages a wide range of members to ensure Cal Cities represents cities with one voice. These policies directly guide Cal Cities’ advocacy to promote local decision-making, and lobby against statewide policies that erode local control.

The resolutions process and General Assembly is one way that city officials can directly participate in the development of Cal Cities policy. If a resolution is approved at the General Assembly, it becomes official Cal Cities policy. Here’s how resolutions and the General Assembly work.

The petitioned
resolution is an
alternate method
to introduce policy
proposals during
the annual conference. The
petition must be signed by
voting delegates from 10% of
member cities, and submitted to
the Cal Cities President at least
24 hours before the beginning
of the General Assembly.

Petitioned Resolutions
The Cal Cities
President assigns
general resolutions
to policy committees
where members
review, debate, and recommend
positions for each policy proposal.

Recommendations are forwarded
to the Resolutions Committee.

Who’s who
The Resolutions Committee
includes representatives
from each Cal Cities
diversity caucus, regional
division, municipal
department, and policy
committee, as well as
individuals appointed by
the Cal Cities president.

Voting delegates
are appointed by each
member city; every city
has one voting delegate.

The General Assembly is a
meeting of the collective
body of all voting
delegates —one from
every member city.

Seven policy committees
meet throughout the year
to review and recommend
positions to take on bills
and regulatory proposals.

Policy committees include
members from each Cal
Cities diversity caucus,
regional division, and
municipal department,
as well as individuals
appointed by the Cal
Cities president.

During the General Assembly, voting delegates
debate and consider general and petitioned
resolutions forwarded by the Resolutions
Committee. Potential Cal Cities bylaws
amendments are also considered at this meeting.

Cal Cities policy
development is a member-
informed process,
grounded in the voices and
experiences of city officials
throughout the state.

For more information visit www.calcities.org/general-assembly Prior to the Annual Conference and Expo
Resolutions Committee
The Resolutions
Committee considers
all resolutions. General
Resolutions approved1 by
either a policy committee
or the Resolutions Committee are next
considered by the General Assembly.

General resolutions not approved, or
referred for further study by both a
policy committee and the Resolutions
Committee do not go to the General
Assembly. All Petitioned Resolutions
are considered by the General
Assembly, unless disqualified.2
During the Annual Conference and Expo
1 The Resolution Committee can amend a general resolution prior to sending it to the General Assembly. 2 Petitioned Resolutions may be disqualified by the Resolutions Committee according to Cal Cities Bylaws Article VI. Sec. 5(f).

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: City Attorney Thomas T. Watson

BY: Risk Manager Mellissa Guerrero

SUBJECT: Adoption of a Resolution Approving the City’s Public Risk Innovation, Solutions, and Management Membership and Appointing a Delegate for Authority to Act on City’s Behalf

Description:

The City Council will consider approving a membership to Public Risk Innovation, Solutions, and Management and appointing the City Manager, or their designee as Public Risk Innovation, Solutions, and Management delegate.

RECOMMENDATION:

Adopt a Resolution approving Public Risk Innovation, Solutions, and Management membership and appoint ing the City Manager, or their designee as Public Risk Innovation, Solutions, and Management delegate for authority to act on the City’s behalf in all matters pertaining to the membership.

BACKGROUND:

The City is a member of the Exclusive Risk Management Authority of California (ERMAC).

ERMAC was founded in 2003 specifically for the purpose of providing risk -sharing and risk-transfer for municipal liability protection to California Governmental Agencies.

ERMAC has secured the City’s direct Public Risk Innovation, Solutions, and Management (PRISM) membership for excess insurance coverage as of July 1, 2024.

Public Risk Innovation, Solutions, and Management (PRISM) is a self -insured joint powers authority, comprised of various public entities, created for the purposes of providing access to various insurance and excess insurance coverages.

DISCUSSION:

PRISM requires City Council approval for membership and each member is to determine a delegate with authority to act on the member’s behalf relating to all matters with PRISM to ensure excess insurance coverage.
2 Fiscal Considerations
There are no fiscal impacts to the City of Santa Maria at this time.

Impact to the Community
Pooling insurance provides effective coverage at a managed cost

RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SANTA MARIA, CALIFORNIA, APPROVING PUBLIC RISK

INNOVATION, SOLUTIONS AND MANAGEMENT MEMBERSHIP AND APPOINTING

THE CITY MANAGER, OR THEIR DESIGNEE AS PUBLIC RISK INNOVATION,

SOLUTIONS AND MANAGEMENT DELEGATE FOR AUTHORITY TO ACT ON THE CITY’S BEHALF IN ALL MATTERS PERTAINING TO THE MEMBERSHIP.

WHEREAS, Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permits two or more public agencies by agreem ent to exercise joint powers common to the contracting parties; and

WHEREAS, the City of Santa Maria desires to join together with the members of the Public Risk Innovati on, Solutions and Management (PRISM) for the purpose of jointly funding and/or establishing excess and other insurance programs as determined; and

WHEREAS, PRISM has determined that it is necessary for each member of PRISM to delegate to a person [s] or position[s] authority to act on the member’s behalf in matters relating to the member and PRISM;

NOW THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The above recitals are true and correct and incorporated herein; and

2. The membership of the Public Risk Innovation, Solutions and Man agement is approved; and

3. Authorizes execution of the Public Risk Innovation, Solutions and Management Joint Powers Agreement , and e xcept as to actions that must be approved by the City Council, the City Manager or their designee is hereby appointed to act in all matters relating to the member and PRISM.

4. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance with the intent of this document is maintained. In doing so, the C hief Deputy City Clerk shall consult with the City Manager and City Attorney concerning changes deemed necessary.

///

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: City Attorney Thomas T. Watson

BY: Risk Manager Mellissa Guerrero

SUBJECT: Adoption of a Resolution Authorizing the Increase in Contract and Settlement Authority for the City Manager, City Attorney , and Risk Manager

Description:

The City Council will consider an increase in contract and settlement authority for the City Manager, City Attorney, and Risk Manager.

RECOMMENDATION:

Adopt Resolution authorizing contract and settlement authority for the City Manager, City Attorney, and Risk Manager.

BACKGROUND:

Under Resolution No. 2020 -18, the City Council granted the Risk Manager authority to settle claims against the City not to exceed $10,000, the Risk Manager and City Attorney to settle claims against the City not to exceed $50,000 and the City Attorney and City Manager to settle claims against the City not to exceed $100,000. For the expedient settlement of claims against the City, it is necessary that an increase in settlement and contract authority be adopted as claim values against the City have grown substantially.

DISCUSSION:

Pursuant to Government Code Section 935.4, the City Council may divest settleme nt authority in any one employee for claims received pursuant to the Government Claims Act in an amount not to exceed $50,000. The City Council can authorize a higher settlement amount for claims not governed by the Government Claims Act, or where settlements are approved by more than one single employee.

The proposed Resolution authorizes the following settlement authority:

2 1. $50,000 to the Risk Manager (or, during periods when that position is unfilled, an employee designated by the City Manager) to settle claims against the City of Santa Maria, including claims through the workers’ compensation system against the City of Santa Maria, not in excess of $50,000.

2. $100,000 to the Risk Manager (or, during periods when that position is unfilled, an employee designated by the City Manager), together with the City Attorney, to settle both claims and other legal liabilities, including claims through the workers' compensation system agains t the City of Santa Maria, not in excess of $100,000.

3. $175,000 to the City Ma nager, together with the City Attorney, to settle both claims and other legal liabilities, including claims through the workers' compensation system agains t the City of Santa Maria, not in excess of $175,000.

Alternative(s)
The City Council may maintain its current authority levels or suggest other increased or decreased levels of authority.

Currently, under Resolution No. 2020-18, the Risk Manager is authorized to settle claims against the City up to $10,000, the Risk Manager and the City Attorney are authorized to settle claims against the City, and other legal liabilities including workers’ compensation claims up to $50,000 and the City Manager and the City Attorney are authorized to settle claims against the City and other legal liabilities including workers’ compensation claims up to $100,000.

Keeping authority levels at the current values will not allev iate delays in the settlement process and will hinder the evolution of the claim’s management process.

Fiscal Considerations
The increase in settlement authority will allow the City to handle claims management and contracting processes more efficiently . Government claims, workers' compensation claims, and contracting amounts have all risen since the previous Resolution. Increasing authorities will lessen delay, and streamline staff time in the processing of settlements.

Impact to the Community
Increased settlement authority levels will streamline service delivery to internal and external customers.

RESOLUTION NO. _

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA,

CALIFORNIA, AUTHORIZING CONTRACT AND SETTLEMENT AUTHORITY FOR

THE CITY MANAGER, CITY ATTORNEY AND RISK MANAGER

WHEREAS, in Resolution No. 2020-18, the City Council established contract and settlement limits for the Risk Manager, City Attorney, and City Manager; and

WHEREAS, for the expedient settlement of claims against the City, it has become necessary, as claim values against the City have grown and claim handling responsibilities within the City have evolved, that increased settlement and contract authority limits be adopted; and

WHEREAS, pursuant to Government Code section 935.4, the City may by Resolution divest settlement authority in any one employee for claims received pursuant to the Government Claims Act in an amount not to exceed $50,000; and

WHEREAS, the City Council can authorize a higher settlement amount for claims not governed by the Government Claims Act or where settlements are a pproved by my than a single employee.

NOW, THEREFORE, IT I S HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The findings above are true.

2. All prior Resolutions, to the extent they grant settlement or contract authority which is in conflict with the authority granted by this Resolution, are hereby rescinded.

3. Pursuant to Government Code section 934.5, the Risk Manager (or, during periods when that position is unfilled , an employee designated by the City Manager) is authorized to settle claims against the City of Santa Maria, including claims through the workers’ compensation system against the City of Santa Maria not in excess of $50,000.

4. The Risk Manager (or, during periods when that position is unfilled, an employee designated by the City Manager ), together with the City Attorney, are authorized to settle both claims and other legal liabilities, including claims through the workers’ compensation system, against the City of Santa Maria, not in excess of $100,000.

5. The City Manager, together with the City Attorney, are authorized to settle both claims and other legal liabilities, including claims through the workers’ compensation system, against the City of Santa Maria, not in excess of $175,000.

6. All settlements of claims or legal liabilities against the City of Santa Maria in excess of $175,000 shall be approved by the City Council.

7. The City Manager is further authorized to enter into contracts without City Council approval in an amount not to exceed the informal bidding limits for the type of agreement as indicated in the City’s Purchasing Guidelines or th eir successor document.

8. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance with the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held on this 17th of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Head
_______________________________
City Manager

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Interim Director of Community Development Dana Eady

SUBJECT: Community Development Block Grants Final Consolidated Annual Performance and Evaluation Report for the 2023-2024 Fiscal Year

Description:

The City Council will receive and file information concerning the Final Consolidated Annual Performance and Evaluation Report for the 2023-2024 Fiscal Year.

BACKGROUND:

The Consolidated Annual Performance and Evaluation Report (CAPER) is required of local governments that receive Federal funds under certain housing and community development programs, such as the Community Development Block Grant (CDBG) administered by the U.S. Department of Housing and Urban Development (HUD).

Fundamentally, the CAPER allows HUD, local officials, and the public to assess the grantee’s overall performance, including whether activities during the preceding year made an impact on the goals and needs identified in the Five -Year Consolidated Plan and the Annual Action Plan.

DISCUSSION:

The purpose of the CAPER is to report the achievement of the 202 3-2024 Fiscal Year (July 1, 2023 – June 30, 2024) goals established in the Annual Action Plan portion of the Five-Year Consolidated Plan (2020 -2025). A 15 -day public review period was offered from Saturday, August 31 st to Tuesday, September 1 7, 202 4. A recap of the CDBG accomplishments is listed below.

2  During the reporting period, 1 1 non-profit activities were served with public services. The non -profit subrecipients served under public services fell under “Priority #1 - Prevent homelessness and address critical emergency, at-risk youth, and special population needs.” In addition to the public services activities, two capital project s fell under this priority. The Good Samaritan Shelter’s Family Transitional Center Improvements and the VTC Sidewalk Improvement project.

 Under “Priority #2 – Expand educational and youth development opportunities”, no activities took place during the reporting period.

 Under “Priority #3 - Provide affordable housing” , two agencies received capital funding during the reporting period to provide minor home repairs to Santa Maria residents so that they c an continue living comfortably and safely in their homes and prevent them from being displaced. These agencies include Community Action Partnership of San Luis Obispo County (CAPSLO) and CommUnify. In addition, FY 2023-2024 capital funding was used to assist with the administrative costs to offer the City's Tenant Based Rental Assistance (TBRA) program. The actual program itself is funded with HOME funds obtained by the County of Santa Barbara. The TBRA program provides up to $2,500 towards a person's renta l deposit within the City limits. The person must fall under 60 percent or below the area median income (AMI).

 Under “Priority #4 – Revitalize existing neighborhoods”, 13 percent of the funding was used to carry out an ADA and pedestrian safety and accessibility improvement program that benefitted primarily low to moderate income areas.

Due to the size of the report, it is not being provided as an attachment; however, a copy of the 202 3-2024 Fiscal Year CAPER is available on the City’s website at www.cityofsantamaria.org/CAPER or a copy can be e-mailed upon request.

Alternative(s)
No alternatives to this report are applicable, although recommendations may be made to adjust future accomplishments related to CDBG activities and projects.

Fiscal Considerations
There are no negative fiscal impacts because of this report if it is submitted to HUD in a timely fashion. It is due by September 27th.

Impact to the Community
The proposed ac tion will inform the public and HUD about the accomplishments that occurred during FY 2023-2024.

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Fire Chief Bradley Dandridge

SUBJECT: Adoption of a Resolution Approving Regional Task Force Training and Mobilization Exercises Agreement and Appropriations

Description:

The City Council will consider authorizing the City Manager or designee to enter into agreements with the California Governor’s Office of Emergency Services to conduct annual California Regional Task Force 12 Training and Mobilization Exercises and authorizing the Director of Finance or designee to appropriate and expend funds associated with current and future activities.

Environmental Notice: The Project qualifies for an Exemption pursuant to Section 15061(b)(3) (common sense exemption) of the California Environmental Quality Act State Guidelines.

RECOMMENDATION:

BACKGROUND:

California Governor’s Office of Emergency Services (CalOES) has Urban Search and Rescue Task Forces (RTF) in 12 regions. The Santa Maria Fire Department is one of six member agencies in RTF-12, along with Santa Barbara County, Santa Barbara City, City of Lompoc, Vandenberg Space Force Base Fire Departments, and Montecito Fire Protection District. Urban search and rescue is considered a “multi-hazard” discipline, as it may be needed for a variety of emergencies or disasters, including earthquakes, hurricanes, typhoons, storms and tornadoes, floods, dam failures, technological accidents, terrorist activities, mudslides, and hazardous materials releases. Responding to these varied disasters requires a significant level of specialized training.

2 DISCUSSION:

The CalOES annual budget allocates funding for each of the 12 RTFs to conduct and participate in skills training and Mobilization Exercises (MOBEX). The MOBEX provides training for new team members and continuing education for existing personnel to maintain competency. Santa Maria Fire Department, as the lead agency for RTF-12, will coordinate the training and be responsible for all project tasks and deliverables, including purchasing of consumables, planning, delivery, evaluation , and after-action reporting of all training and MOBEX. The six agencies have entered a memorandum of understanding outlining the responsibilities of each agency . This includes providing the necessary apparatus and personnel documentation for reporting and reimbursement purposes.

Fiscal Considerations
Funding allocated by CalOES shows their commitment to maintaining the skills of task force members and provides the opportunity to conduct annual training without an added fiscal burden on participating agencies.

Impact to the Community
The residents of California will benefit from first responders who are trained to respond to all manner of disasters, both natural and man-made.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF SANTA MARIA, CALIFORNIA, AUTHORIZING THE CITY

MANAGER OR DESIGNEE TO ENTER INTO AGREEMENTS
WITH CALIFORNIA GOVERNOR’S OFFICE OF EMERGENCY

SERVICES TO CONDUCT ANNUAL CALIFORNIA REGIONAL
TASK FORCE 12 TRAINING AND MOBILIZATION EXERCISES

AND AUTHORIZING THE DIRECTOR OF FINANCE OR

DESIGNEE TO APPROPRIATE AND EXPEND FUNDS
ASSOCIATED WITH CURRENT AND FUTURE ACTIVITIES.

WHEREAS, the State of California Governor’s Office of Emergency Services (CalOES) has committed annual funding for the 12 Regional Urban Search and Rescue Task Forces (RTF-12); and

WHEREAS, CalOES funding will be used to provide training for new team members and continuing education for existing personnel to maintain competency; and

WHEREAS, the Santa Maria Fire Department is one of six member agencies in RTF-12, along with Santa Barbara County, Santa Barbara City, City of Lompoc, Vandenberg Space Force Base Fire Departments and Montecito Fire Protection District; and

WHEREAS, as the lead agency for RTF -12, Santa Maria Fire Department will coordinate the training and be responsible for all project tasks and deliverables; and

WHEREAS, the citizens of California will benefit from first responders who have been trained to respond to all manner of disasters, both natural and man-made.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The City Manager or designee is authorized to enter into agreements with California Governor’s Office of Emergency Services to conduct annual California Regional Task Force 12 training and mobilization exercises and the Director of Finance or designee is authorized to appropriate and expend funds associated with current and future training and exercises; and

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Chief of Police Marc Schneider

SUBJECT: Adoption of a Resolution Approving the Donation of Drone Equipment from the Santa Maria Police Council

Description:

The City Council will consider approving the receipt of a donation of drone equipment from the Santa Maria Police Council to enhance the safety operation capabilities of the Santa Maria Police Department in high-risk exterior operations, area searches, and crime scene and traffic collision diagramming.

RECOMMENDATION:

Adopt a Resolution approving the donation of a drone to the Santa Maria Police Department from the Santa Maria Police Council.

BACKGROUND:

The Santa Maria Police Council (SMPC) is a 501(c)(3) non -profit corporation with the mission to serve and support the Santa Maria Police Department (SMPD) by way of purchasing safety materials, equipment, and supplies for the men and women of the department over and above what the City’s operating budget has allocated. Since the SMPC’s formation in August 2007, they have donated many items of equipment and supplies to the SMPD.

Government Code Section 37354 provides that the City Council may accept any gift, bequest, or devise made to or for the City, or to or for any of its offices in their official capacity, or in trust for any public purpose. City Administration Memo CAM 2017-01 sets forth procedures for reviewing, accepting, and acknowledg ing gifts and/or donations offered to the City in order to: 1) establish compliance with the law in a consistent manner regardless of the source of the donation; 2) establish uniform procedures for the receipt of donations to the City; 3) cultivate an environment where residents and businesses want to contribute to the City’s programs and facilities; 4) promptly acknowledge and express appreciation for donations; and 5) assure donations are properly inventoried and accounted for.

2 DISCUSSION:

This drone equipment donation will significantly benefit the department. It is an overwatch drone which has capabilities that will greatly enhance the safety of operations, including high-risk exterior SWAT operations, area searches, and crime scene and traffic coll ision diagramming. The addition of this new drone will give the department two drones of this type, allowing for one to replace the other when batteries need to be replaced, without a gap in overwatch capabilities. Having the ability to swap batteries between two drones of the same type will allow coverage to continue, uninterrupted throughout the duration of lengthy operations. Ultimately, this equipment will enhance safety by allowing officers to maintain distance, thus reducing their exposure to dangerous situations.

Fiscal Considerations
There is no fiscal impact to the General Fund associated with this donation. Should any damage occur outside of warranty, there could be minor expenses to repair, however, they would be absorbed within the department’s existing budget. The total cost of th e drone equipment is estimated at $29,902 and will be paid in full by the SMPC. In accordance with the City’s Gift and/or Donation Policy, offers of donations valued at more than $25,000 must be accepted by the City Council.

Impact to the Community
This donation validates the important contribution that the City of Santa Maria Police Department makes to the community as recognized by the Santa Maria Police Council.

This generous donation to the Police Department will greatly assist staff in providing and maintaining a high level of service to the community.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF SANTA MARIA, CALIFORNIA, APPROVING THE

DONATION OF A DRONE TO THE CITY OF SANTA MARIA

POLICE DEPARTMENT FROM THE SANTA MARIA POLICE

COUNCIL

WHEREAS, the Santa Maria Police Council has donated drone equipment with an estimated value of $29,902; and

WHEREAS, Government Code Section 37354 provides that the City Council may accept any gift, bequest, or devise made to or for the City, or to or for any of its officers in their official capacity or in trust for any public purpose; and

WHEREAS, the City’s Gift and/or Donation Policy CAM 2017-01 requires offers of monetary donations or items valued more than $25,000 must be accepted by the City Council.

NOW, THEREFORE, IT IS HEREBY RESOLVE D by the City Council of the City of Santa Maria, California, as follows:

1. Accept the donation of drone equipment from the Santa Maria Police Council in the estimated amount of $29,902, and direct the City Manager or designee, to prepare a letter of appreciation to the Santa Maria Police Council; and

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, California, held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Director of Public Works Brett Fulgoni

SUBJECT: Adoption of a Resolution Awarding a Bid for Citywide Sewer Manhole Rehabilitation, Project, Bid No. 2024-02

Description:

The City Council will consider approving the award of Bid No. 2024 -02 to Sancon Technologies, Inc. for the construction of the Citywide Sewer Manhole Rehabilitation Project. This project will consist of relining existing manholes owned by the City at various locations throughout the City, including preparing and implementing traffic control.

Environmental Notice: The Project qualifies for a Statutory Exemption pursuant to Section 15301 - Class 1 pursuant to the California Environmental Quality Act State Guidelines.

RECOMMENDATION:

Adopt a Resolution authorizing an award of bid to Sancon Technologies, Inc., in the amount of $472,520, for the construction of Citywide Sewer Manhole Rehabilitation Project, Bid No. 2024-02.

BACKGROUND:

Under the direction of the City of Santa Maria Utilities Department, the project was designed by the Public Works Department. The scope of work for relining existing manholes owned by the City at various locations throughout the City includes preparing and implementing traffic control, preparing and removing existing lining materials, repairing concrete surfaces for polyurethane lining material, lining concrete surfaces with polyurethane lining material, and maintaining sanitary sewer service, as well as bypassing raw sewage around the work area (if necessary).

DISCUSSION:

The project was extensively advertised for bids. The City received three bids, which were opened on August 8, 2024. A summary of the bids submitted are as follows:

Bidder Bid Amount
Sancon Technologies, Inc. $472,520.00
V. Lopez Jr. & Sons G.E.C., Inc. $522,490.00
Joseph Engineering, Inc. $648,189.42

2 A detailed tabulation of the bids received is attached (Attachment A). Signed proposals and bid bond forms are available for viewing in the office of the Public Works Director located at 110 South Pine Street, Suite 221, Santa Maria, CA 93458.

The lowest responsive, responsible bid was submitted by Sancon Technologies, Inc., in the amount of $472,520.

Sancon Technologies, Inc. from Huntington Beach, CA has performed and successfully completed similar work for many cities throughout Southern California and on the Central Coast. In addition, they have submitted references for their work history. City staff has checked the firm’s refer ences and are comfortable with the ability of the contractor to perform the work successfully. Therefore, the recommended action is to award the bid to Sancon Technologies, Inc. in the amount of $472,520.

Alternative
The alternative to the recommended action would be to reject all bids.

Environmental Review
The Project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 – Existing facilities (operation, repair, maintenance, leasing, etc.) of the California Environmental Quality Act State Guidelines because the scope of work to be conducted is an existing public facility with negligible expansion of the existing uses.

Fiscal Considerations
Water Resources Fund 004 line item “Sewer Manhole Program” has $600,000 budgeted this fiscal year. The total price is estimated at $534,772.

Available Budget Account Amount
Water Resources Fund 004 $ 600,000
Estimated Expenditures Amount
Award
Contingency (10%)
$ 472,520
$ 47,252
Inspection, Testing, Staff Time $ 15,000
Total $ 534,772

Impact to the Community
Continual upkeep of the sewer system ensures a secure and robust system, ultimately benefiting the community.

ATTACHMENTS

A. Detailed Bid Results
B. Agreement

City of Santa Maria
Bid Results for Project CITYWIDE SEWER MANHOLE REHABILITATION PROJECT (2024‐02) Issued on 07/02/2024
Bid Due on August 08, 2024 2:00 PM (PDT)
BASE BID SCHEDULE
Item Num Description Unit of Measure Quantity Unit Price Line Total Unit Price Line Total Unit Price Line Total 1 Mobilization and Demobilization LS 1 $14,250.00 $14,250.00 $6,216.00 $6,216.00 $31,712.81 $31,712.81 2 Storm Water Compliance LS 1 $2,500.00 $2,500.00 $1,680.00 $1,680.00 $220,110.00 $220,110.00 3 Traffic Control LS 1 $76,820.00 $76,820.00 $61,840.00 $61,840.00 $103,744.78 $103,744.78 4 Rehabilitate Existing SSMH Depth < 5 ft EA 2 $5,025.00 $10,050.00 $3,432.00 $6,864.00 $4,186.87 $8,373.74 5 Rehabilitate Existing SSMH Depth > 5 ft and < 10 ft EA 22 $6,770.00 $148,940.00 $7,386.00 $162,492.00 $4,785.00 $105,270.00 6 Rehabilitate Existing SSMH Depth > 10 ft and < 15 ft EA 22 $6,780.00 $149,160.00 $11,344.00 $249,568.00 $5,383.12 $118,428.64 7 Remove, Replace, and Adjust to Grade Existing SSMH Frame and Cover EA 15 $4,620.00 $69,300.00 $2,252.00 $33,780.00 $3,637.88 $54,568.20 8 Record Drawings LS 1 $1,500.00 $1,500.00 $50.00 $50.00 $5,981.25 $5,981.25 Total $472,520.00 $522,490.00 $648,189.42
Sancon Technologies V. Lopez Jr. & Sons Joseph Construction Attachment A

Attachment B

AGREEMENT

THIS AGREEMENT, made and entered into this 17th day of September 2024, by and between Sancon Technologies, Inc., hereinafter referred to as "Contractor," and the City of Santa Maria in the County of Santa Barbara, California, hereinafter referred to as "Owner."

WITNESSETH:

That for and in consideration of the promises and agreements hereinafter made and exchanged, Owner and Contractor agree as follows:

1. That Contractor shall complete the work generally described as follows: 2023 Citywide Sewer Manhole Rehabilitation Project (PW 2024-02), in accordance with the Contract Documents therefore, adopted by the City Council, of Owner, as prepared by City of Santa Maria.

2. That Owner will pay Contractor progress payments and the final payment, in accordance with the provisions of the contract documents, with warrants drawn on the appropriate fund or funds as required, at the prices bid on the proposal form accepted by Owner and set forth in this agreement.

Total Bid of FOUR-HUNDRED SEVENTY-TWO THOUSAND AND FIVE HUNDRED AND

TWENTY DOLLARS

Contract Price in Figures $472,520.00

3. Contractor agrees to complete said work within the contract time of sixty (60) working days, from the day following the issuance of the Notice to Proceed, and approved extensions thereof, to the satisfaction of Owner before final payment is made.

4. Time is of the essence on this contract.

5. It is mutually understood and agreed that time is of the essence of this agreement and that it is difficult to ascertain the amount of damages required to properly compensate Owner for failure by Contractor to comply with all the contract requirements within the time fixed in the agreement.

In accordance with California Government Code, Section 53069.85, the amount of liquidated damages to be paid to Owner for each day completion is delayed beyond the time for completion, shall be five hundred ($500) dol lars. Contractor hereby acknowledges that it has reviewed said provisions relating to liquidated damages and the amount thereof and accepts the same as being reasonable under the circumstances and as a material part of the consideration for this contract. Contractor also acknowledges that progress payments made after the scheduled completion date do not constitute a waiver of liquidated damages.

Attachment B

6. That, in accordance with Section 1774 of the California Labor Code, Contractor will pay, and will require subcontractors to pay, employees on the project a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations and wage standards applicable to this work, contained in or referenced in the contract documents.

7. That, in accordance with Section 1775 of the California Labor Code, Contractor shall forfeit to Owner, as a penalty, not more than two hundred dollars ($200) for each day, or portion thereof, for each worker paid, either by Contractor or any subcontractor, less than the prevailing rates as determined by the Director of the California Department of Industrial Relations for the work.

8. That, in accordance with Section 1777.5 of the Labor Code, this agreement fixes the responsibility of compliance with said Section 1777.5 for all apprenticeable occupations with the prime Contractor.

9. That, except as provided in Section 1815 of the California Labor Code, in the performance of the work not more than eight (8) hours shall constitute a day's work, and not more than forty (40) hours shall constitute a week's work; that Contractor shall not require more than eight (8) hours of labor in a day nor more than forty (40) hours of labor in a week from any person employed by Contractor or any subcontractor; that Contractor shall conform to Division 2, Part 7, Chapter 1, Article 3 (Section 1810, et seq.) of the California Labor Code; and that Contractor shall forfeit to Owner, as a penalty, the sum of twenty-five dollars ($25) for each worker employed in the execution of the work by Contractor or any subcontractor for each day during which any worker is required or permitted to labor more than eight (8) hours in violation of said Article 3.

10. That Contractor shall carry workers' compensation insurance and require subcontractors to carry workers' compensation insurance as required by the California Labor Code.

11. That Contractor shall have furnished, prior to execution of the contract, three bonds approved by Owner: (1) the faithful performance bond in the amount of one-hundred percent (100%) of the contract price, to guarantee the faithful performance of the work; (2) the labor and material bond in the amount of one-hundred percent (100%) of the contract price, to guarantee payment of all claims for labor and materials furnished; and (3) the guarantee and defective material bond in the amount of ten percent (10%) of the contract price, to guarantee the one year maintenance of public improvements.

This contract shall not become effective until such bonds are supplied to and approved by Owner.

12. That Contractor, prior to execution of the contract shall comply with the following Department of Industrial Relations requirements.

Attachment B

1. No contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

2. No contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

3. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

13. That this agreement, by reference, includes the contract documents defined in Document 00700, General Conditions.

14. That Contractor agrees to devote the time necessary to perform the services set forth in this agreement in an efficient and effective manner. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor's sole discretion, as long as the performance of these extra -contractual services does not interfere with or present a conflict with City's business.

15. The agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this section shall be construed as consent by City to any assignment of this agreement or any interest in this agreement.

(REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.)

Attachment B
IN WITNESS WHEREOF, said Contractor and the Mayor of Santa Maria, by Resolution No. 2024-xxx of the City Council, of Owner thereunto duly authorized, have caused the names of said parties to be affixed hereto, each in triplicate, the day and year first above written.

CONTRACTOR:

___________________________
Ricardo Ayala
President

OWNER:

Alice Patino
Mayor

ATTEST:

Donna G. Schwartz
Chief Deputy City Clerk
APPROVED AS TO FORM:

_______________________________
Risk Manager
_______________________________
City Attorney

Attachment B
EXHIBIT “A”

INSURANCE REQUIREMENTS

Provider shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Provider, his/her agents, representa tives, or employees. If the Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Provider.

A. Minimum Scope of Insurance

Coverage shall be at least as broad as:

2. Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1), or if Provider has no owned autos, covering hired (Code 8) and non-owned autos (Code 9).

3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

4. Errors and Omissions liability insurance appropriate to the Provider's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability.

5. Cyber Liability Insurance, Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, al teration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

Attachment B

B. Minimum Limits of Insurance

Provider shall maintain limits no less than:

1. General Liability - $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability - $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Statutory limits.

4. Employer's Liability - $1,000,000 per accident for bodily injury or disease.

5. Errors and Omissions Liability - $1,000,000 per occurrence or claim, $2,000,000 aggregate.

6. Cyber Liability- $2,000,000 per occurrence or claim, $2,000,000 aggregate.

C. Self-insured Retentions

Self-insured retentions must be declared to and approved by the City.

The City may require the Provider to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention.

D. Other Insurance Requirements

The liability policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials, parts or equipment furnished in connection with such work or
operations. General liability coverage can be provided in the

Attachment B
form or an endorsement to the Provider’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used).

2. For any claims related to this project, the Provider's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Provider's insurance and shall not contribute with it.

4. Provider hereby grants to City a waiver of any right to subrogation which any insurer of said Provider may acquire against the City by virtue of the payment of any loss under such insurance. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. If any of the required policies provide claims-made coverage:
a. The Retroactive Date must be shown, and must be
before the date of the contract or the beginning of contract work. b. Insurance must be maintained and evidence of
insurance must be provided f or at least five (5) years after completion of the contract of work.
c. If coverage is canceled or non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Provider must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

E. Acceptability of Insurers

Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.

Attachment B

F. Verification of Coverage

Provider shall furnish the City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

G. Special Risks or Circumstances

The City reserves the right to modify these requirements, including limits, ba sed on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MARIA, CALIFORNIA, AWARDING A BID TO SANCON TECHNOLOGIES, INC., IN THE AMOUNT OF $472,520 FOR THE CONSTRUCTION OF THE CITYWIDE SEWER MANHOLE REHABILITATION PROJECT, BID NO. 2024-02

WHEREAS, the City of Santa Maria formally advertised Citywide Sewer Manhole Rehabilitation Project, Bid No. 2024-02 (“Project”); and

WHEREAS, the Notice Inviting Bids was published and posted in compliance with applicable sections of the Public Contract Code; and

WHEREAS, the bids were publicly opened at 2:00 p.m. on August 8, 2024; and

WHEREAS, Sancon Technologies , Inc. , was determined to be the lowest responsive, responsible bidder who included all required documentation, bid bonds, and signatures; and

WHEREAS, the project qualifies for a Class 1 Categorical Exemption pursuant to Section 15301 – Existing (operation, repair, maintenance, leasing, etc.) of the California Environmental Quality Act State Guidelines because the scope of work to be conducted is an existing public facility, with negligible expansion of the existing uses.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The Mayor is hereby authorized and directed to execute, for and on behalf of the City of Santa Maria, a n Agreement with Sancon Technologies, Inc., for the Citywide Sewer Rehabilitation Project, Bid No. 2024-02; and

2. The award of the bid is conditional upon execution of the Agreement by the successful bidder in the form and terms set forth therein by the City; and

3. The City Manager, or designee, is hereby authorized and directed to designate funds from the following identified account: Water Resources Fund 004 “Sewer Manhole Program” for the approved project in the amount of $472,520; and

4. The City Manager, or designee, is hereby authorized to approve Contract Change Orders so long as expenditures do not exceed funding approved for the project; and

2 5. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager a nd City Attorney concerning any changes deemed necessary.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 17th day of September 2024.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Director of Public Works Brett Fulgoni

SUBJECT: Adoption of a Resolution Approving the Proposed Establishment of Angle Parking on West Boone Street

Description:

The City Council will consider approving the establishment of angled parking throughout the 700 through 900 block of West Boone Street.

RECOMMENDATION:

Adopt a Resolution establishing angle parking from the 700 block through the 900 block of West Boone Street between South Depot Street and South Western Avenue.

BACKGROUND:

City of Santa Maria Code Enforcement staff contacted Engineering staff regarding the establishment of angled parking along the 700 through 900 blocks of West Boone Street.

The request is an effort to deter mobile car-washers who have been documented working without City permits and appropriate environmental controls.

DISCUSSION:

Per City Council Resolution No. 2061 and CAM 63-15, a Traffic Committee was formed to “be responsible for the review, approval or denial, and recommendations to City Council on all matters and requests relating to traffic circulation and safety within the public right -of- way.” The Traffic Committee has reviewed the r equest for the angle parking zone and recommends the establishment of the angle parking zone. The City Council has the authority to locate, establish, or eliminate parking zones within the City.

The angled parking zone recommended to be established is described as follows:

1. Boone Street, along the northerly curb face, between South Depot Street and South Railroad Avenue beginning 85 linear feet west of the northwesterly curb return and continuing 90 linear feet west. 2 2. Boone Street, along the northerly curb face, between South Railroad Avenue and South Oakley Avenue beginning 30 linear feet west of the northwesterly curb return and continuing 45 linear feet west.

3. Boone Street, along the northerly curb face, between South Railroad Avenue and South Oakley Avenue beginning 140 linear feet west of the northwesterly curb return and continuing 400 linear feet west.

4. Boone Street, along the northerly curb face, between South Oakley Avenue and South Western Avenue beginning 40 linear feet west of the northwesterly curb return and continuing 160 linear feet west.

5. Boone Street, along the northerly curb face, between South Oakley Avenue and South Western Avenue beginning 340 linear feet west of the northwesterly curb return and continuing 90 linear feet west.

6. Boone Street, along the southerly curb face, between South Railroad Avenue and South Oakley Avenue beginning 30 linear feet west of the southwesterly curb return and continuing 450 linear feet west.

7. Boone Street, along the southerly curb face, between South Oakley Avenue and South Western Avenue beginning 35 linear feet west of the southwesterly curb return and continuing 80 linear feet west.

8. Boone Street, along the southerly curb face, between South Oakley Avenue and South Western Avenue beginning 220 linear feet west of the southwesterly curb return and continuing 190 linear feet west.

Alternative(s)
City Council may elect to deny or modify the proposed angled parking zone.

Fiscal Considerations
The parking on West Cypress Street between South Depot Street and South Western Avenue is currently not striped. Staff has estimated that striping the angled parking stalls on West Boone Street between South Depot Street and South Western Avenue will cost $3,000. Additionally, signs will need to be posted on each si de of the street, at the beginning, middle, and end of each block, which is estimated to require the installation of 24 signs at a cost of approximately $2,400. The total cost of striping and sign installation is estimated at $5,400 which will be withdrawn from an existing Street Improvement Account.

3 Impact to the Community
Angle parking on West Boone Street between South Depot Street and South Western Avenue will provide a total of 168 angled parking spots.

ATTACHMENTS

A. Proposed Angle Parking on Wes t Boone Street between South Depot Street and South Western Avenue

STOPSTOPSTOPSTOP
25 STOPSTOPSTOPSTOP
25 S. Western AvenueS. Western Avenue
S. Oakley Avenue
S. Railroad Avenue
S. Depot Street
W. Boone Street900 Block900 Block800 Block800 Block700 Block700 Block Luis A. MagallónProposed Angled Parking Zone700 - 900 Block of W. Boone StreetTitle Drawing No.Scale:Sheet:

City of Santa MariaDepartment of Public Works110 South Pine StreetSanta Maria, CA 93458Drawn By:Approved By:NTS1 of 1 N David BeasAttachment ATC-24-14
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA MARIA, CALIFORNIA, ESTABLISHING ANGLE
PARKING FROM THE 700 BLOCK THROUGH THE 900

BLOCK OF WEST BOONE STREET BETWEEN SOUTH
DEPOT STREET AND SOUTH WESTERN AVENUE.

WHEREAS, it is in the best interest of the City of Santa Maria to establish angle parking on certain streets within the City; and

WHEREAS, the City of Santa Maria Traffic Committee has reviewed and is recommending establishment of angle parking at the location described below;

NOW, THEREFORE, IT IS HEREBY RESOLVED that pursuant to Section 7-5.24 of the Santa Maria Municipal Code, angle parking shall be established at the following location:

1. Boone Street, along the northerly curb face, between South Depot Street and South Railroad Avenue beginning 85 linear feet west of the northwesterly curb return and continuing 90 linear feet west.

2. Boone Street, along the northerly curb face, between South Railroad Avenue and South Oakley Avenue beginning 30 linear feet west of the northwesterly curb return and continuing 45 linear feet west.

7. Boone Street, along the southerly curb face, between South Oakley Avenue and South Western Avenue beginning 35 linear feet west of the southwesterly curb return and continuing 80 linear feet west.

BE IT FURTHER RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The foregoing shall constitute traffic regulations pursuant to City Ordinance.

2. All work is to be accomplished using the standards and methods approved by the Director of Public Works/City Engineer. This shall be in accordance with standard City specifications, and the provisions of this resolution are to be carried out by erecting signs and poles , painting marks and temporary markers, and by such other indicators or devices as may be under provisions of the Vehicle Code of the State of California and regulations adopted pursuant thereto.

3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substa ntial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria, held this 17th day of September.

ATTEST:

Chief Deputy City Clerk

Mayor

APPROVED AS TO FORM:
_______________________________
City Attorney
APPROVED AS TO CONTENT:
_______________________________
Department Director
_______________________________
Interim City Manager

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Chief Deputy City Clerk Donna G. Schwartz

SUBJECT: Annual Boards & Various Appointments – September 2024

Description:

The City Council will consider making appointments to Block Grants Advisory Committee, and the Central Coast Commission for Seniors, Area Agency on Aging.

RECOMMENDATIONS:

Central Coast Commission for Seniors, Area Agency on Aging Current term ended July 2024. The Mayor will have the opportunity to make one nomination for a new term of two years ending July 2026.

Incumbent: Nomination to be made by:

Vacant Mayor Patino

New Applicant(s):

Midge Nicosia

Appointments to the Block Grants Advisory Committee are being deferred at this time until further notice.

Members of the Block Grants Advisory Committee, Boards of Appeals, Library Board of Trustees, Measure U Citizens Oversight Committee, Planning Commis sion, and Recreation and Parks Commission are required by the Political Reform Act (Govt. Code Section 81000 -91014), and the City’s Conflict of Interest Code, to file Statements of Economic Interest, Form 700, disclosing personal assets and income within 30 days of appointment, annually thereafter, and upon leaving office. Board Members must also disqualify themselves from participating in decisions which may affect their personal economic interests. Statements of Economic Interests are public documents and may 2 be inspected by any member of the public and copied if requested. The Fair Political Practices Commission (FPPC) is the State agency which interprets the law’s provisions.

Copies of the applications may be obtained from the City Clerk's Office upon request.

Vacancies continue to exist on the Measure U Citizens’ Oversight Committee and the Santa Barbara County Library Advsiory Committee. Staff will continue to advertise Board and Committee vacancies until sufficient applications have been received and remaining vacancies may be filled.

Alternative(s)
A Councilmember could decide to withhold their nomination to a Board, Commission, or Committee until such time as additional applications coul d be received or there is sufficient opportunity for the Councilmember to make contact with the existing applicant(s) to be considered for nomination.

Impact to the Community
Having members of the public serve on the City’s Advisory Bodies provides a posi tive impact to the community, enabling the City to obtain input from all segments of the community and ensures that the community receives information regarding the activities of the City’s Boards, Committees, and Commissions.

FOR THE COUNCIL MEETING OF SEPTEMBER 17, 2024

COUNCIL AGENDA REPORT

TO: City Council

FROM: Interim City Manager Alex Posada

BY: Assistant City Manager Chuen Wu

SUBJECT: Adoption of a Resolution Approving a Sales and Disposition Agreement Between the City of Santa Maria and Vernon Property Group, LLC for City Surplus Land in Downtown

Description:

The City Council will consider adopting a Resolution approving the Sales and Disposition Agreement between the City of Santa Maria and Vernon Property Group, LLC, which includes the sale of surplus land on various parcels in Downtown.

RECOMMENDATION:

Adopt a Re solution approving a Sales and Disposition Agreement between the City of Santa Maria and Vernon Property Group, LLC for various surplus land in Downtown, including parcels identified as Lots 1 through 4.

BACKGROUND:

The City Council has consistently identified the revitalization and redevelopment of Santa Maria’s downtown as a goal and priority. The City has adopted plans to establish a vision and to facilitate the redevelopment of downtown, including an update to the Downtown Specific Plan in 2015 and the adoption of the Downtown Streetscape Plan in 2019.

To further stimulate Downtown redevelopment, the City identified specific City -owned parcels for development, including the northerly parking lot adjacent to the former Fallas/Mervyn’s building and Broadway (Lot 1), the northeast and southeast corners of Main and Broadway (Lot 2 and 3, respectively), and the parking lot east of the Ruffoni building adjacent to Lincoln (Lot 4). The City and the Chamber of Commerce worked together to issue a Request for Proposals (RFP) in September 2020, and four proposals were received in response to the RFP. In January 2021, the City selected the Vernon Property Group, LLC (Vernon Group) based on their submitted project design and team qualifications.

2 The proposed project design included several hundred multi-family housing units, ground- floor commercial retail, and other public amenities, including plazas and open spaces (see Attachment A). This mix of housing, commercial, and gathering spaces, within proximity to each other, meets the vision of a vibrant and pedestrian -friendly downtown.

In the summer of 2021, the City completed initial State Surplus Lands Act requirements, including all required notifications and good-faith negotiations.

In 2022 and 2023, City staff and Vernon Group continued to work together toward a global sales and disposition agreement that includes all four identified City-owned lots. The City and Vernon Group also discussed Surplus Lands Act requirements with State H ousing and Community Development (HCD), including the requirement of setting aside minimum 25 percent of all proposed housing units as income -restricted affordable housing. State HCD had initially communicated to the City that each City -owned lot would nee d a 25 percent housing set -aside, but after additional discussion, HCD agreed that the requirement for affordable housing could be achieved through consolidation by building one affordable housing development on Lot 2.

While Lot 2 will include affordable apartments, Lot 1 will include most of the community amenities of commercial uses, plazas and open spaces, thereby mitigating the displacement of open space at Perlman Park. During the past two years, Downtown Permits were approved for other projects in d owntown, including Heritage Walk Lofts (former Fallas/Mervyn’s), Alvin Newton Apartments (Lot 3), and Cook Street Apartments.

The construction plans for both Heritage Walk Lofts and Alvin Newton Apartments are currently in review by the City. Both projects could break ground later in 2024.

DISCUSSION:

On May 7, 2024, City staff provided an overview of the project design and drawings drafted for Lot 1 and Lot 2. As mentioned, Lot 3 includes the previously approved project of Alvin Newton Apartments. Lot 4 is considered as a future option after progress on Lots 1, 2, and 3.

The overall project design includes reduced parking compared to what is typically required in the City’s development standards. The Downtown Specific Plan allows for reduced parking if the project is located within proximity to the Ci ty’s existing parking garages located at Town Center. Staff also recognizes the necessary tradeoffs for achieving the stated downtown vision of a pedestrian -friendly city center. This tradeoff includes the addition of housing, commercial uses, and gathering spaces in exchange for land and spaces that would otherwise be used for creating parking spaces. The development proposal incorporates an approach that maximizes the value and potential of a limited infill land area. This pedestrian -friendly, urbanized environment simply could not be achieved if typical parking standards for apartments at two spaces per unit, were applied. However, future residents will have the privilege of having many amenities within a short walking distance, including access to public transit, offering a lifestyle that is an alternative to car dependency.
3 The proposed Sales and Disposition Agreement (SDA) includes four City-owned parcels.

The proposed agreement includes project descriptions, design expectations, affordability components, and performance measures for completion. Detailed information for each lot is as follows:

Lot 1:

Lot 1 (APN 123 -280-026) is approximately two acres in size and is currently an underutilized parking lot for Town Center West, although it is used for the weekly farmer’s market. This lot will include most of the amenities proposed for the overall Downtown revitalization project, including ample plazas, open space, and a reconstruction of Heritage Walk, which serves as a paseo extending west from Broadway. Ground floor commercial uses, including food establishments , will be integrated into these gathering areas, creating an inviting destination environment where visitors can enjoy a meal and gather. The SDA requires a minimum of 10,000 sq. ft. for commercial uses, with a minimum of 5,000 sq. ft. for dining and food establishments. As part of a 6 -story mixed- use structure, residential uses will be built over ground floor parking and commercial uses, up to 375 housing units, which may include microunits and con dominiums. The ground floor commercial uses are located in a manner that will minimize the view of the podium parking spaces. On-site parking will meet the Downtown Specific Plan requirements.

Lot 2:

Lot 2 (APN 121-224-035) is approximately 1.12 acres in size and is currently the location for Perlman Park, just south of Union Plaza Apartments. A 6-story apartment building with up to 160 affordable housing units is proposed on this site (Attachment B). 75 parking spaces will be available on-site, with remaining parking spaces provided in nearby parking areas, including the parking structure on the south side of Main Street, which includes 1,078 spaces. There is recognition of a loss of park space; however, this loss is mitigated by the addition of plazas an d open space on the other lots, particularly Lot 1, with new plazas and paseos. The SDA will require that the housing remain affordable to lower - income households, with a minimum overall affordability of 60 percent of the area median income. The SDA will a lso require landscaped paths connecting the corner of Main and Broadway to Central Plaza Park, maintaining access for those areas north and east of the proposed apartments.

Lot 3:

Lot 3 (APN: 125-320-050) is approximately 0.62 acre in size and is currently a plaza area that includes the Firefighters’ and Four Corners’ memorials. The plaza area is north of Bank of America and west of the parking garage on the south side of Main Street. The City Council approved Alvin Newton Apartments at this location in O ctober 2023. The project is a six -story, 75,340-square-foot mixed-use building with 5,760 square feet of ground floor commercial, 82 apartment units, and an open space/plaza area for the Firefighters’ Memorial (Attachment C). This project is currently in building plan check.

4 Lot 4:

Lot 4 (APNs: 123 -043-007, 008, 010, 011, 013, 014) is approximately 0.84 acre in size and is currently a parking lot serving the Ruffoni building that houses various City offices, including Community Development and City Engineering. The parking lot also serves other nearby businesses fronting West Main Street. This lot is considered as a future option after progress on Lots 1, 2, and 3.

Summary Terms
The City proposes terms to incentivize and stimulate new development on these identified surplus lots to advance City goals of Downtown revitalization and economic development.

The terms are summarized in a table in Attachment D and are detailed in the exhibits for the Sales and Disposition Agreement in Attachment E. The Lots are listed in the table in the order of development timing, with Lot 3 scheduled for completion first, then Lots 2 and

1. Vernon Group proposes to construct new mixed -use development, including housing (with 25 percent of the units as income -restricted affordable), commercial uses such as restaurants, and added plazas and open space.

To incentivize development, the City offers the following key incentives:
 Discounted price for each Lot at $120,000
 Use of the Town Center parking structure on Main Street  50 percent discount on Planning and Building fees, and growth mitigation fees for City Hall, Consolidated Corporation Yard, Police, Fire, Traffic, and Library (depending on final unit count and square footage constructed, is estimated to be over $2 million)

These concessions are subject to performance requirements, including adherence to proposed timing for milestones. While not necessarily a part of the agreement, the City is also spending approximately $3.5 million (in REAP 2.0 and ARPA grant funding combined) on Downtown infrastructure, including sewer line upgrades, a bus rapid transit station, and other pedestrian improvements.

Timing
For each lot, one year is allot ted for Planning review and approval, and preparation of construction plans. Six months are allotted for construction plan review and three years are allotted for construction following construction plan approval. Given the time set aside for plan preparation, review processes, and construction, we could see completion of the following:
 Lot 3 (Alvin Newton Apartments) before January 2028
 Lot 2 (Perlman Apartments) before March 2029
 Lot 1 before December 2031
 Lot 4 (as an option) after Lots 1, 2, and 3

Alternative(s)
The City Council can choose not to approve the agreement and provide further direction to staff, which could include further negotiations with the Vernon Group. 5 Fiscal Considerations
The City’s partnership with Vernon Group for the redevelopment of these parcels would result in economic benefits through new housing, commercial activities, and generating increased sales and property taxes. The enhancement of the City’s Downtown will have broader impacts, as new amenities are built and Downtown is seen as a key destination on the Central Coast, inviting added business and tourism. The City is providing several million dollars in concessions, in the form of fee reductions, infrastructure i nvestments, and reduced land prices, but recognizes the investments of the development group. The Vernon Group reports that total Downtown investment is over $150 million.

Impact to the Community
This SDA is a turning point in the progress of the City’s D owntown, with a proposal to change the Downtown into a place that brings in new housing, new commercial uses, and inviting plazas and open spaces for gathering. Existing businesses should see additional foot traffic and increased sales revenue. Residents and visitors will be able to enjoy new activities introduced by the redeveloped spaces. Enhancing the City’s urban core will also have a positive impact to surrounding neighborhoods, as downtown becomes an attractive and vibrant destination. The City will a lso work with downtown businesses to ensure a greater sense of safety in Downtown, with more “eyes on the street,” and a commitment to keep Downtown clean and safe. The approval of the SDA with Vernon Group will provide a path for transformative redevelopm ent to be completed within the next eight years.

ATTACHMENTS
Attachment A: Overall Site Plan
Attachment B: Lot 2 Plans
Attachment C: Lot 3 Plans (Alvin Newton Apartments)
Attachment D: Summary Terms
Attachment E: Sales and Disposition Agreement between City of Santa Maria and Vernon Group

RESOLUTION

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA

MARIA, CALIFORNIA, APPROVING A SALES AND DISPOSITION

AGREEMENT BETWEEN THE CITY OF SANTA MARIA AND VERNON

PROPERTY GROUP, LLC FOR VARIOUS SURPLUS LAND IN
DOWNTOWN, INCLUDING PARCELS IDENTIFIED AS LOTS 1
THROUGH 4

WHEREAS, the City of Santa Maria (property owner) and Vernon Property Group, LLC, wish to enter into a Sales and Disposition Agreement ( SDA) pertaining to City - owned surplus land, associated with multiple mixed -use developments, with housing, commercial uses, plazas and open space , to be located on the following Downtown parcels:
 Approximately 2 acres located south of Main Street and west of Broadway Avenue in Santa Maria, California, known as Santa Barbara County As sessor’s Parcel Nos. (“APN”) 123-280-026, known as “Lot 1”;
 Approximately 1.12 acres located at the intersection of Main Street and Broadway Avenue on the northeast corner, in Santa Maria, California, known as Santa Barbara County Assessor’s Parcel Nos. (“APN”) 121-224-035, known as “Lot 2”;  Approximately 0.62 acre located at the intersection of Main Street and Broadway Avenue on the southeast corner, in Santa Maria, California, known as “Lot 3”;  Approximately 0.84 acre located at the intersection of Lincoln and Church Streets on the northwest corner, in Santa Maria, California, known as Santa Barbara County Assessor’s Parcel Nos. (“APN”) 123 -043-007, 008, 010, 011, 013, 014, known as “Lot 4”);
(Lots 1, 2, 3 4 collectively referred to as “City Property” or separately referred to as “Lot”); and
WHEREAS, the City has adopted plans to establish a vision and develop regulations and guidelines to facilitate the redevelopment of the Downtown area (Downtown), including an update to the Downtown Specific Plan in 2015 and the adoption of the Downtown Streetscape Plan in 2019; and
WHEREAS, on June 1, 2021, through the adoption of Resolution 2021-54, the City Council designated City Property as described above as surplus land, and subsequently completed Surplus Land Act requirements (Government Code § 54221), including statutory notifications and good-faith negotiations with interested parties; and WHEREAS, City staff worked with Vernon Property Group, LLC on project and design expectations to meet the Downtown Specific Plan’s vision of a pedestrian-oriented city center, and principles of enhancing downtown identity and economic viability; and WHEREAS, a duly noticed meeting was held to discuss the terms of the SDA by the Santa Maria City Council on August 20, 2024; and
WHEREAS, the City Council heard and considered all evidence, including evidence presented in the staff report and all written and oral comments, and considered all written and oral comments; and
WHEREAS, the City Council finds the following:
 The SDA is consistent with the goals, objectives, policies, general land uses , and programs specified in the City’s General Plan.
 The SDA is compatible with the uses authorized in and the regulations prescribed in the 2015 Downtown Specific Plan.
 The SDA is in conformity with public convenience, general welfare , and good land use practice.

NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Santa Maria, California, as follows:

1. The City Council hereby approves the Sales and Disposition Agreement, substantially in the form incorporated herein by reference and attached as Attachment E to the August 20, 2024, Council Agenda Report, subject to such minor and clarifying changes consistent with the terms thereof as may be approved by the City Attorney prior to execution thereof.

2. The City Manager and/or his designee is hereby authorized and directed to perform al l acts required by the City in the administration of the Sales and Disposition Agreement pursuant to the terms of the Sales and Disposition Agreement. The City Manager, or designee, is further authorized and directed to perform all other acts, enter into all other agreements, and execute all other documents necessary or convenient to carry out the purposes of this Resolution and the Sales and Disposition Agreement.

3. The Chief Deputy City Clerk is hereby authorized to make minor changes herein to address cle rical errors, so long as substantial conformance of the intent of this document is maintained. In doing so, the Chief Deputy City Clerk shall consult with the City Manager and City Attorney concerning any changes deemed necessary.

///

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Santa Maria held this 20th day of August 2024.

Mayor

ATTEST:

Chief Deputy City Clerk

APPROVED AS TO FORM:

BY:

CITY ATTORNEY
CONTENTS:

BY:

DEPARTMENT DIRECTOR
BY:

INTERIM CITY MANAGER

3 4
2 4
a2

TOWN CENTER

PLACEMAKING

AMENITIES
overall site plan

EXISTING BUILDING
(maya restaurant)

EXISTING

BUILDING

SPANISH
STEPS

EXISTING
parking
structure

EXISTING

BUILDING

EXISTING

BUILDING

EXISTING

BUILDING EXISTING

BUILDING

EXISTING

BUILDING

EXISTING

BUILDING

EXISTING

BUILDING

HERITAGE WALK
Lobby/Amenity
Commercial Space
Flex Space
Vertical Circulation
1 EXISTING

BUILDING
S. BROADWAY
W. MAIN STREET
67 5
lincoln street
church street
town center
plaza
town center
plaza
1 2
5 3
6 4
7 LOT 1
LOT 2 - Affordable
LOT 3 - Alvin Newton Apts.

LOT 4
The Lofts
Boot Barn
222 W Main St

EXISTING BRIDGE CONNECTION
Attachment A
4 4
1 2
5 3
6 4
7 LOT 1
LOT 2 - Affordable
LOT 3 - Alvin Newton Apts.

LOT 4
The Lofts
Boot Barn
222 W Main St
2 3
6 S. BROADWAY
5 1
town center
plaza
lot 1
podium
level
podium
level
public
courtyard
Public Lot Imp.

Private Lot Imp.

Building Area
216,500
25,900
229,600
46%
5%
49%
a3

TOWN CENTER

PLACEMAKING

AMENITIES
W. MAIN STREET
improvements area
lincoln street
heritage walk
7 church street
public
courtyard
1 EXISTING BRIDGE CONNECTION
spanish
steps
public
courtyard
Date01-30-2024
Job No.

Scale
2023-0592
Date
Job No.

Scale
100 N BROADWAY
Santa Maria, CA
Conceptual 3D ViewAX.X
1" = 20'
20'40'60' 080'
Southwest Corner - E. Main Street and N. Broadway
Attachment B
Date01-30-2024
Job No.

Scale
2023-0592
Date
Job No.

Scale
100 N BROADWAY
Santa Maria, CA
Conceptual 3D ViewAX.X
1" = 20'
20'40'60' 080'
South Elevation - E. Main Street
8'-1"
10'-2"
9'-6"
8'-2"
8'-1"
7'-10"
7'-7"
10'-2"
###
0 000
10'-0" x 20'-0"
UP
DN
BOILER
ROOM

LEASING
OFFICE

PARKING
ENTRY5 STORY OVER 1 LEVEL OF PODIUM
±76 STALLS
MAIL

ELECTRICAL

ROOM ELEV
ROOM

STORAGE
STRG.

TRASH

COLLECTION
ELEV
ROOM

MAINTENANCE
ROOM
MPOE
###
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0 10'-0" x 20'-0"
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10'-0" x 20'-0"
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0 000
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0 000
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0 000
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PASSAGEWAY
6'-6"
150'-0"
77'-7"
75'-11"
5' DIA.
###
0 000
10'-0" x 20'-0"
###
0 000
10'-0" x 20'-0"
###
0 000
10'-0" x 20'-0"

N BROADWAY

E MAIN STREET

PROJECT DATA
LOCATION:100 N. BROADWAY
SANTA MARIA, CA 93454
EXISTING USE: PARK
5-STORY RESIDENTIAL OVER 1 LEVEL OF RAISED PODIUM
SITE AREA: ± 1.2 ACRE
DENSITY: ± 125.8 DU/AC
OVERALL FAR:± 3.84
TOTAL UNIT COUNT: ± 151 UNITS
STUDIOS:± 15 UNITS (10%)
1-BDRM:± 54 UNITS (36%)
2-BDRM:± 37 UNITS (25%)
± 1 UNIT (MANAGER'S
UNIT)
3-BDRM:± 43 UNITS (29%)
± 1 UNIT (MANAGER'S
UNIT)
PARKING PROVIDED : ± 76 STALLS
PARKING RATIO :0.5 STALLS/DU
RESIDENTIAL FLOOR AREA:± 159,288 SF
NON-RESIDENTIAL FLOOR AREA*: ± 41,400 SF
TOTAL FLOOR AREA:± 200,688 SF
*NON-RESIDENTIAL FLOOR AREA INCLUDES PODIUM
PARKING, MAIL ROOM, AND LEASING OFFICE.

Date01-30-2024
Job No.

Scale
2023-0592
Date
Job No.

Scale
100 N BROADWAY
Santa Maria, CA
Conceptual Site PlanA1.0
1" = 20'
20' 40'60' 080'
NORTH

PROJECT

LOCATION

E MAIN STREET

N BROADWAY
HWY
101
VICINITY MAP (N.T.S.)
NORTH
5' DIA.
48'-10"
71'-8"
61'-5"
42'-5"
8'-1"
13'-10"
16'-6"
6'-2"
7'-1"
6'-0"
7'-6"
6'-0"
11'-10"
11'-1"
6'-6"

E MAIN STREET

N BROADWAY
A2 B1
A2
A2
A2

COURTYARD
A2
A1
A1
B1

COURTYARD

LAUNDRY
A1
C1
S1 S1
C1
B1

PASSAGEWAY
C2
C2

PASSAGEWAY
A1
B1
C2
A2
A1
JAN
S1
C2 C2
B1
C1
B1
C1
B1

AMENITIES
B1

AMENITIES
Date01-30-2024
Job No.

Scale
2023-0592
Date
Job No.

Scale
100 N BROADWAY
Santa Maria, CA
Conceptual
Typical Upper Plan
A1.1
1" = 20'
20'40'60' 080'
NORTH

PROJECT

LOCATION

E MAIN STREET

N BROADWAY
HWY
101
VICINITY MAP (N.T.S.)
NORTH

LEVEL 1
(+0")
13'-2" 10'-11" 10'-11" 10'-11" 10'-11"
LEVEL 2
(+13'-2")
LEVEL 3
(+24'-1")
LEVEL 4
(+35'-0")
LEVEL 5
(+45'-11")
T.O. ROOF
(+67'-9")
78'-6"
AVG. PARAPET
(+71'-9")
4'-0"
T.O. STAIR
(+78'-6")
10'-11" LEVEL 5
(+56'-10")
10 6126617 1513 91 95
LEVEL 1
(+0")
13'-2" 10'-11" 10'-11" 10'-11" 10'-11"
LEVEL 2
(+13'-2")
LEVEL 3
(+24'-1")
LEVEL 4
(+35'-0")
LEVEL 5
(+45'-11")
T.O. ROOF
(+67'-9")
78'-6"
AVG. PARAPET
(+71'-9")
4'-0"
T.O. STAIR
(+78'-6")
10'-11" LEVEL 5
(+56'-10")
10 361287107 1143 15 9 3
LEVEL 1
(+0")
13'-2" 10'-11" 10'-11" 10'-11" 10'-11"
LEVEL 2
(+13'-2")
LEVEL 3
(+24'-1")
LEVEL 4
(+35'-0")
LEVEL 5
(+45'-11")
T.O. ROOF
(+67'-9")
78'-6"
AVG. PARAPET
(+71'-9")
4'-0"
T.O. STAIR
(+78'-6")
10'-11" LEVEL 5
(+56'-10")
8 9632797 10235 51 110 1
LEVEL 1
(+0")
13'-2" 10'-11" 10'-11" 10'-11" 10'-11"
LEVEL 2
(+13'-2")
LEVEL 3
(+24'-1")
LEVEL 4
(+35'-0")
LEVEL 5
(+45'-11")
T.O. ROOF
(+67'-9")
78'-6"
AVG. PARAPET
(+71'-9")
4'-0"
T.O. STAIR
(+78'-6")
10'-11" LEVEL 5
(+56'-10")
9 611691165 51 15 5
1STUCCO - SAND FINISH
2STOREFRONT
3METAL RAILING
4WOOD RAILING
5ARCHITECTURAL TRIM
6VINYL WINDOWS
7CERAMIC TILE
8METAL AWNING
9ROOF TILE
10MURAL (TBD)
Date01-30-2024
Job No.

Scale
2023-0592
Date
Job No.

Scale
100 N BROADWAY
Santa Maria, CA
Conceptual
Building Elevations
A2.0
1" = 20'

1. South Elevation - Main St
20' 40'60' 080'

KEY MAP

MAIN STREET

N BROADWAY

BUILDING

2. East Elevation
1 2
3 4

3. North Elevation

4. West Elevation - Broadway
LEGEND
01-GROUND FLOOR
0' - 0"
02 - SECOND FLOOR
16' - 0"
07-ROOF
67' - 3 5/8"
08-T.O. PARAPET
73' - 4 5/8"
03-THIRD FLOOR
26' - 1 5/8"
04 - FOURTH FLOOR
36' - 4 3/4"
05 - FIFTH FLOOR
46' - 7 7/8"
06 - SIXTH FLOOR
57' - 1 1/8"

01.1-GROUND FLOOR 2
0' - 6"

MAX HT PER CBC
85' - 0"

PENTHOUSE PLATE
77' - 4 5/8"

01.2-GROUND FLOOR 3
2' - 0"
rrmdesign.com | (805) 543-1794

CONSULTANT
AGENCY
NO. REVISION DATE

PROJECT MANAGER

DRAWN BY CHECKED BY
DATE

PROJECT NUMBER
SHEET
NOT FO
R
CO
NS

TRUCTIO
N
NOT FO
R
CO
NS

RRM IS A CALIFORNIA CORPORATION

THE INCLUDED DRAWINGS, SPECIFICATIONS, IDEAS, DESIGNS AND ARRANGEMENTS

REPRESENTED THEREBY ARE AND SHALL REMAIN THE PROPERTY OF RRM DESIGN

GROUP AND NO PART THEREOF SHALL BE COPIED, DISCLOSED TO OTHERS OR

USED IN CONNECTION WITH ANY WORK OR PROJECT OTHER THAN THE SPECIFIED

PROJECT FOR WHICH THEY HAVE BEEN PREPARED AND DEVELOPED WITHOUT THE WRITTEN CONSENT OF RRM DESIGN GROUP. VISUAL CONTACT WITH THESE DRAWINGS

OR SPECIFICATIONS SHALL CONSTITUTE CONCLUSIVE EVIDENCE OF ACCEPTANCE OF THESE RESTRICTIONS. SUBMITTAL OF THESE DOCUMENTS FOR PUBLIC AGENCY REVIEW SHALL NOT BE CONSIDERED A WAIVER OF RRM DESIGN GROUP'S RIGHTS.

Autodesk Docs://2121_SM Downtown REdev/2121-04-RS23_Alvin Newton Mixed-Use Building_V22.rvt 6/6/2024 2:35:48 PM

SOUTH ELEVATION

ALVIN NEWTON MIXED-USE

EAST MAIN ST & SOUTH BROADWAY,
SANTA MARIA, CA 93454
2121-04-RS23
A-1
MAY 30, 2024
DJC
JM
SCALE: 1/8" = 1'-0"A-1
SOUTH ELEVATION-DESIGN DEVELOPMENT1
SCALE: 1/8" = 1'-0"A-1
SOUTH ELEVATION-ENTITLEMENTS2
WINDOW

AWNINGS

STANDARDIZED FOR

DURABILITY AND

CONSTRUCTABILITY

CONCERNS

WINDOWS RESIZED,

ADDED, OR

REMOVED PER UNIT
LAYOUT

DEVELOPMENT
Attachment C
01 -GROUND FLOOR
0' - 0"
02 - SECOND FLOOR
16' - 0"
07 -ROOF
67' - 3 5/8"
08 -T.O. PARAPET
73' - 4 5/8"
03 -THIRD FLOOR
26' - 1 5/8"
04 - FOURTH FLOOR
36' - 4 3/4"
05 - FIFTH FLOOR
46' - 7 7/8"
06 - SIXTH FLOOR
57' - 1 1/8"

MAX HT PER CBC
85' - 0"

PENTHOUSE PLATE
77' - 4 5/8"
rrmdesign.com | (805) 543-1794

CONSULTANT
AGENCY
NO. REVISION DATE

PROJECT MANAGER

DRAWN BY CHECKED BY
DATE

PROJECT NUMBER
SHEET
NOT FO
R
CO
NS

TRUCTIO
N
NOT FO
R
CO
NS

RRM IS A CALIFORNIA CORPORATION

THE INCLUDED DRAWINGS, SPECIFICATIONS, IDEAS, DESIG NS AND ARRANGEMENTS

REPRESENTED THEREBY ARE AND SHALL REMAIN THE PROPER TY OF RRM DESIGN

GROUP AND NO PART THEREOF SHALL BE COPIED, DISCLOSE D TO OTHERS OR

USED IN CONNECTION WITH ANY WORK OR PROJECT OTHER T HAN THE SPECIFIED

PROJECT FOR WHICH THEY HAVE BEEN PREPARED AND DEVEL OPED WITHOUT THE WRITTEN CONSENT OF RRM DESIGN GROUP. VISUAL CONTACT WITH THESE DRAWINGS

OR SPECIFICATIONS SHALL CONSTITUTE CONCLUSIVE EVIDE NCE OF ACCEPTANCE OF THESE RESTRICTIONS. SUBMITTAL OF THESE DOCUMENTS FO R PUBLIC AGENCY REVIEW SHALL NOT BE CONSIDERED A WAIVER OF RRM DESIGN GROU P'S RIGHTS.

Autodesk Docs://2121_SM Downtown REdev/2121-04-RS23_Alvin Newton Mixed-Use Building_V22.rvt 6/6/2024 2:35:57 PM

NORTH ELEVATION

ALVIN NEWTON MIXED-USE

EAST MAIN ST & SOUTH BROADWAY,
SANTA MARIA, CA 93454
2121-04-RS23
A-2
MAY 30, 2024
DJC
JM
SCALE: 1/8" = 1'-0" A-2
NORTH ELEVATION-DESIGN DEVELOPMENT 1
SCALE: 1/8" = 1'-0" A-2
NORTH ELEVATION-ENTITLEMENTS2

WINDOWS RESIZED,

ADDED, OR

REMOVED PER UNIT
LAYOUT

DEVELOPMENT

RECESSES

INCORPORATED

FOR UNIT

BALCONIES

BALCONY RAILING

INCORPORATED

FOR UNIT

BALCONIES

MASSING PUSHED

BACK DUE TO TESLA

CHARGING

STATION CONFLICT

TESLA CHARGING

STATION LOCATION
01 -GROUND FLOOR
0' - 0"
02 - SECOND FLOOR
16' - 0"
07 -ROOF
67' - 3 5/8"
08 -T.O. PARAPET
73' - 4 5/8"
03 -THIRD FLOOR
26' - 1 5/8"
04 - FOURTH FLOOR
36' - 4 3/4"
05 - FIFTH FLOOR
46' - 7 7/8"
06 - SIXTH FLOOR
57' - 1 1/8"

MAX HT PER CBC
85' - 0"

PENTHOUSE PLATE
77' - 4 5/8"
01 -GROUND FLOOR
0' - 0"
02 - SECOND FLOOR
16' - 0"
07 -ROOF
67' - 3 5/8"
08 -T.O. PARAPET
73' - 4 5/8"
03 -THIRD FLOOR
26' - 1 5/8"
04 - FOURTH FLOOR
36' - 4 3/4"
05 - FIFTH FLOOR
46' - 7 7/8"
06 - SIXTH FLOOR
57' - 1 1/8"

MAX HT PER CBC
85' - 0"

PENTHOUSE PLATE
77' - 4 5/8"
rrmdesign.com | (805) 543-1794

CONSULTANT
AGENCY
NO. REVISION DATE

PROJECT MANAGER

DRAWN BY CHECKED BY
DATE

PROJECT NUMBER
SHEET
NOT FO
R
CO
NS

TRUCTIO
N
NOT FO
R
CO
NS

RRM IS A CALIFORNIA CORPORATION

THE INCLUDED DRAWINGS, SPECIFICATIONS, IDEAS, DESIG NS AND ARRANGEMENTS

REPRESENTED THEREBY ARE AND SHALL REMAIN THE PROPER TY OF RRM DESIGN

GROUP AND NO PART THEREOF SHALL BE COPIED, DISCLOSE D TO OTHERS OR

USED IN CONNECTION WITH ANY WORK OR PROJECT OTHER T HAN THE SPECIFIED

PROJECT FOR WHICH THEY HAVE BEEN PREPARED AND DEVEL OPED WITHOUT THE WRITTEN CONSENT OF RRM DESIGN GROUP. VISUAL CONTACT WITH THESE DRAWINGS

OR SPECIFICATIONS SHALL CONSTITUTE CONCLUSIVE EVIDE NCE OF ACCEPTANCE OF THESE RESTRICTIONS. SUBMITTAL OF THESE DOCUMENTS FO R PUBLIC AGENCY REVIEW SHALL NOT BE CONSIDERED A WAIVER OF RRM DESIGN GROU P'S RIGHTS.

Autodesk Docs://2121_SM Downtown REdev/2121-04-RS23_Alvin Newton Mixed-Use Building_V22.rvt 6/6/2024 2:36:11 PM

WEST AND EAST ELEVATION

ALVIN NEWTON MIXED-USE

EAST MAIN ST & SOUTH BROADWAY,
SANTA MARIA, CA 93454
2121-04-RS23
A-3
MAY 30, 2024
DJC
JM
SCALE: 1/8" = 1'-0" A-3
WEST ELEVATION-DESIGN DEVELOPMENT 1
SCALE: 1/8" = 1'-0" A-3
WEST ELEVATION-ENTITLEMENTS2
SCALE: 1/8" = 1'-0" A-3
EAST ELEVATION-DESIGN DEVELOPMENT 3
SCALE: 1/8" = 1'-0" A-3
EAST ELEVATION-ENTITLEMENTS4

MASSING PUSHED

BACK DUE TO TESLA

CHARGING

STATION CONFLICT

TESLA CHARGING

STATION LOCATION

OPENING AMOUNT

REDUCED FOR

CODE DUE TO

PROXIMITY TO

PROPERTY LINE

NEW OPENINGS

DUE TO MASSING

BEING PUSHED

BACK TO AVOID

CONFLICT WITH

TESLA CHARGING

STATION

WINDOWS RESIZED,

ADDED, OR

REMOVED PER UNIT
LAYOUT

DEVELOPMENT

WINDOWS RESIZED,

ADDED, OR

REMOVED PER UNIT
LAYOUT

DEVELOPMENT
rrmdesign.com | (805) 543-1794

CONSULTANT
AGENCY
NO. REVISION DATE

PROJECT MANAGER

DRAWN BY CHECKED BY
DATE

PROJECT NUMBER
SHEET
NOT FO
R
CO
NS

TRUCTIO
N
NOT FO
R
CO
NS

RRM IS A CALIFORNIA CORPORATION

THE INCLUDED DRAWINGS, SPECIFICATIONS, IDEAS, DESIG NS AND ARRANGEMENTS

REPRESENTED THEREBY ARE AND SHALL REMAIN THE PROPER TY OF RRM DESIGN

GROUP AND NO PART THEREOF SHALL BE COPIED, DISCLOSE D TO OTHERS OR

USED IN CONNECTION WITH ANY WORK OR PROJECT OTHER T HAN THE SPECIFIED

PROJECT FOR WHICH THEY HAVE BEEN PREPARED AND DEVEL OPED WITHOUT THE WRITTEN CONSENT OF RRM DESIGN GROUP. VISUAL CONTACT WITH THESE DRAWINGS

OR SPECIFICATIONS SHALL CONSTITUTE CONCLUSIVE EVIDE NCE OF ACCEPTANCE OF THESE RESTRICTIONS. SUBMITTAL OF THESE DOCUMENTS FO R PUBLIC AGENCY REVIEW SHALL NOT BE CONSIDERED A WAIVER OF RRM DESIGN GROU P'S RIGHTS.

Autodesk Docs://2121_SM Downtown REdev/2121-04-RS23_Alvin Newton Mixed-Use Building_V22.rvt 6/6/2024 2:36:18 PM
TYPICAL 2ND THROUGH 6TH
FLOOR

ALVIN NEWTON MIXED-USE

EAST MAIN ST & SOUTH BROADWAY,
SANTA MARIA, CA 93454
2121-04-RS23
A-4
MAY 30, 2024
DJC
JM
SCALE: 1/8" = 1'-0" 1
TYPICAL 2ND THROUGH 6TH FLOOR

PLAN-DESIGN DEVELOPMENT

THIS MASSING HAS

BEEN PUSHED BACK

TO AVOID

CONFLICT WITH

TESLA CHARGING

STATION
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS
DS

OPEN ROOF

DECK BELOW
5" / 1'-0"
5" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
5" / 1'-0" 5" / 1'-0"
5" / 1'-0"
5" / 1'-0"
6" / 1'-0"
6" / 1'-0"
5" / 1'-0"
5" / 1'-0"
5" / 1'-0"
5" / 1'-0"
6" / 1'-0"
5" / 1'-0"
5" / 1'-0"
1/2" / 1'-0" 1/2" / 1'-0"
1/2" / 1'-0" 1/2" / 1'-0"
3 1/2" / 1'-0"
6" / 1'-0"
1/2" / 1'-0" 1/2" / 1'-0"
1/2" / 1'-0" 1/2" / 1'-0"
1/2" / 1'-0" 1/2" / 1'-0"
1/2" / 1'-0" 1/2" / 1'-0"
1/2" / 1'-0"
1/2" / 1'-0"
5" / 1'-0" 5" / 1'-0"
5" / 1'-0" 5" / 1'-0"
5" / 1'-0"
5" / 1'-0" 5" / 1'-0"
5" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
6" / 1'-0"
rrmdesign.com | (805) 543-1794

CONSULTANT
AGENCY
NO. REVISION DATE

PROJECT MANAGER

DRAWN BY CHECKED BY
DATE

PROJECT NUMBER
SHEET
NOT FO
R
CO
NS

TRUCTIO
N
NOT FO
R
CO
NS

RRM IS A CALIFORNIA CORPORATION

THE INCLUDED DRAWINGS, SPECIFICATIONS, IDEAS, DESIG NS AND ARRANGEMENTS

REPRESENTED THEREBY ARE AND SHALL REMAIN THE PROPER TY OF RRM DESIGN

GROUP AND NO PART THEREOF SHALL BE COPIED, DISCLOSE D TO OTHERS OR

USED IN CONNECTION WITH ANY WORK OR PROJECT OTHER T HAN THE SPECIFIED

PROJECT FOR WHICH THEY HAVE BEEN PREPARED AND DEVEL OPED WITHOUT THE WRITTEN CONSENT OF RRM DESIGN GROUP. VISUAL CONTACT WITH THESE DRAWINGS

OR SPECIFICATIONS SHALL CONSTITUTE CONCLUSIVE EVIDE NCE OF ACCEPTANCE OF THESE RESTRICTIONS. SUBMITTAL OF THESE DOCUMENTS FO R PUBLIC AGENCY REVIEW SHALL NOT BE CONSIDERED A WAIVER OF RRM DESIGN GROU P'S RIGHTS.

Autodesk Docs://2121_SM Downtown REdev/2121-04-RS23_Alvin Newton Mixed-Use Building_V22.rvt 6/6/2024 2:36:20 PM

ROOF PLAN

ALVIN NEWTON MIXED-USE

EAST MAIN ST & SOUTH BROADWAY,
SANTA MARIA, CA 93454
2121-04-RS23
A-5
MAY 30, 2024
DJC
JM
SCALE: 1/8" = 1'-0" A-1 A-5
ROOF PLAN-ENTITLEMENTS2
SCALE: 1/8" = 1'-0" A-1 A-5
ROOF PLAN-DESIGN DEVELOPMENT 1
Attachment D

City of Santa Maria and Vernon Construction Group – Sales and Disposition Agreement Summary of Terms
Property Project Description Timing (subject to
meeting milestones)
City Concessions (subject
to meeting milestones)
Lot 3 – Alvin
Newton
• 82 apartments
• Ground ﬂoor
commercial, with
minimum 4,500 sq. ft.
for dining/food
establishments
• Fireﬁghters’ memorial
plaza
• Planning entitlements
approved 10/3/23
• Submit building plans
by 7/25/24
• Approval of building
plans by 1/25/25
• Complete
construction 3 years
from building plan
approval (1/25/28)
• 50% discount on
Planning and Building
fees and selected
growth mitigation fees
• Water and sewer public
improvements (or
reimbursement of
infrastructures costs
up to $800,000)
• Use of Town Center
parking structure
• Purchase price of
$120,000
Lot 2 –
Perlman

• 160 affordable
apartments (overall 60
percent AMI)
• Pedestrian connection
from Central Plaza
Park to corner of Main
and Broadway
• Submit planning
application by 9/20/24
• Submit building plans
by 9/20/25
• Approval of building
plans by 3/20/26
• Complete
construction 3 years
from building plan
approval (3/20/29)
• 50% discount on
Planning and Building
fees and selected
growth mitigation fees
• Use of Town Center
parking structure
• Purchase price of
$120,000
Lot 1 – Town
Center West
• Up to 375 residential
units
• 10,000 sq. ft. of
commercial uses,
with minimum of
5,000 sq. ft. for
dining/food
• Reconstruction of
Heritage Walk, plazas
and outdoor gathering
areas

• Submit planning
application by
12/31/26
• Submit building plans
by 6/30/28
• Approval of building
plans by 12/30/28
• Complete
construction 3 years
from building plan
approval (12/30/31)
• 50% discount on
Planning and Building
fees and selected
growth mitigation fees
• Use of Town Center
parking structure
• Purchase price of
$120,000

1 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Donna G. Schwartz
Chief Deputy City Clerk
City of Santa Maria
110 E. Cook Street, Room 3
Santa Maria, CA 93454

No Fee Per Government Code Section 6103

______________________________________________________________________________

SALES AND DISPOSITION AGREEMENT

by and among

THE CITY OF SANTA MARIA
And
Vernon Property Group, LLC
A California limited liability company

August 20, 2024

Attachment E

2 THIS SALES AND DISPOSITION AGREEMENT (this “Agreement”) is entered into effective as of August 20, 2024 (“Effective Date”) by and among the City of Santa Maria , a municipal corporation (“City”) and VERNON PROPERTY GROUP, LLC, a California limited liability company (“VERNON” or “Developer”). City and VERNON are collectively referred to herein as the “Parties.”

RECITALS
A. The City is the owner of the real prope rty located south of Main Street and west of Broadway Avenue in Santa Maria, California, known as Santa Barbara County Assessor’s Parcel Nos. (“ APN”) 123-280-026, and more particularly described in Exhibit A -1 and depicted in Exhibit A-2 attached hereto ("Lot 1").

B. The City is the owner of the real property located at the intersection of Main Street and Broadway Avenue on the northeast corner, in Santa Maria, California, known as Santa Barbara County Assessor’s Parcel Nos. (“APN”) 121-224-035, and more particularly described in Exhibit A-4 and depicted in Exhibit A-5 attached hereto ("Lot 2").

C. The City is the owner of the real property located at the intersection of Main Street and Broadway Avenue on the southeast corner, in Santa Maria, California, known as Santa Barbara County Assessor’s Parcel Nos. (“APN”) 125-320-050, and more particularly described in Exhibit A-7 and depicted in Exhibit A-8 attached hereto ("Lot 3").

D. The City is the owner of the real property located at the intersection of Lincoln and Church Streets on the northwest corner, in Santa Maria, California, known as Santa Barbara County Assessor’s Parcel Nos. (“ APN”) 123-043-007, 008, 010, 011, 013, 014 , and more particularly described in Exhibit A-10 and depicted in Exhibit A-11 attached hereto ("Lot 4") (Lot 1, 2, 3 4 collectively referred to as "City Property" or separately referred to as "Lot").

E. Following the City’s evaluation of proposals submitted in response to a Request for Developer Qualifications and following the City's compliance with the State Surplus Land Act, the City and the Developer entered into an Exclusive Negotiating Rights Agreement dated as of March 9, 2022 (the “ENA”), pursuant to which the Parties agreed to negotiate the terms for the proposed conveyance and development of the City Property along with adjacent privately owned parcels owned or controlled by Developer.

F. Project Description: Developer has proposed : For Lot 1, the development of a mixed-use project with residences, commercial uses, and outdoor plazas. The real property on 3 which the Lot 1 Project is to be developed consists of approximately a one hundred and fifty (150) room "micro-hotel" and two hundred and eighty (280) residential units and is more particularly described in Exhibit A-3 and depicted in Exhibit A-2 attached hereto (the “Lot 1 Project”). For Lot 2, the development of an affordable apartment project . The real property on which the Lot 2 Project is to be developed consists of approximate one hundred and fifty 150 residential units in a five-story high structure over a podium structure with 75 parking stalls provided onsite with the balance to be provided in the adjacent City -owned parking structure and is more particularly described in Exhibit A-6 and depicted in Exhibit A-5 attached hereto (the "Lot 2 Project"). For Lot 3, the development of a mixed -use project. The real property on which the Lot 3 Project is to be developed consists of ap proximately 5 ,000-6,000 square feet of commercial property and 82 residential units in a six-story high structure and is more particularly described in Exhibit A-9 and depicted in Exhibit A-8 attached hereto (the “Lot 3 Project”). For Lot 4, the real property on which the Lot 4 Project is to be developed consists of approximately 100 residential units and is more particularly described in Exhibit A-11 attached hereto (the "Lot 4 Project") (Lot 1 Project, Lot 2 Project, Lot 3 Project, Lot 4 Project collectively referred to as the " Downtown Development Project"). For the avoidance of doubt, each of the individual projects which are all within the jurisdiction of the City of Santa Maria Downtown Specific Plan may be combined with the other projects described herein. In addition to the above, for the Lot 1 Project and the Lot 4 Project, Developer may seek to create condominium maps for some or all of the residential units that are encompassed within those projects.

G. In connection with the proposed Proj ects, Developer will apply to City for a Downtown Permit and all other necessary permits (such as Planned Development zoning amendment, a Parcel Map approval, Use Permit, and Design Review ) for each of the Downtown Development Projects. Discretionary approvals by any applicable City body, other than for general design review, may be approved if the proposed project is in accordance with the terms set forth in Exhibits A-3, A-6 and A-9. Additionally, discretionary review may be limited to design review and no story poles will be required to be erected prior to the approval of any permits. (collectively, the “Entitlements”).

H. Upon satisfaction of the conditions precedent set forth in this Agreement and subject to the terms and conditions set forth herein, the City will convey Lot 1, Lot 2 and Lot 3 to Developer for development of the Project on the schedule set forth herein . On or after the Completion Date for each respective project , as defined herein, Developer may sell or lease the City Property associated with that particular project and the improvements located thereon to a third party.

I. Upon Developer's satisfaction of th e schedule for construction of Lot 1, Lot 2 and Lot 3 , Developer shall be given an option to purchase Lot 4 from the City on the terms and conditions set forth herein so long as that option is exercised within six (6) years of execution of this Agreement.

4 J. In accordance with Government Code Section 65864 et seq., the City enacted Santa Maria Municipal Code Chapter 12-51, setting forth the required process for reviewing, processing and approving development agreements.

K. A material inducement to City to enter into this Agreement is the agreement by Developer to develop the Downtown Development Projects within the time periods specified herein and in accordance with the provisions hereof, and the City would be unwilling to enter into this Agreement in the absen ce of an enforceable commitment by Developer to take such actions and complete such work in accordance with such provisions and within such time periods.

L. City published a notice of intention to consider the adoption of this Agreement pursuant to Government Code Section 65090 and 65091 and duly held a public hearing.

M. The City finds the following:

1. This Agreement is consistent with the goals, objectives, policies, general land uses and programs specified in the City’s General Plan.

2. This Agreement is compatible with the uses authorized in and the regulations prescribed in the 2015 Downtown Specific Plan.

3. This Agreement is in conformity with public convenience, general welfare and good land use practice.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

ARTICLE I
DEFINITIONS; EXHIBITS; RECITALS; ANNUAL REVIEW

1.1 Definitions. The following terms shall have the meanings set forth below and, in the Sections, referenced below whenever used in this Agreement and the Exhibits attached hereto.

Additional terms are defined in the Recitals and text of this Agreement. “Affiliate” means any corporation, limited liability company, partnership or other entity which directly or indirectly controls, is controlled by, or is under common control with Developer and/or Developer’s Key Principals.
5 “Applicable Laws” is defined in Section 5.15
“Assignment of Intangible Property” is defined in Section 3.7. “Authorized Representative” means the City Manager of the City of Santa Maria, or his or her designee.

“CEQA” means the California Environmental Quality Act, Public Resources Code section 21000 et seq.
“Certificate of Completion” is defined in Section 5.12. “City” means the City of Santa Maria, California, a municipal corporation. “City Council” means the City Council of the City of Santa Maria, California. “City Documents” means collectively, this Agreement, the Memorandum, and the Grant Deed, and such other and further documents as may reasonably be required to complete the Close of Escrow.
"City Property" shall mean the real property collectively known as Lot 1, Lot 2, Lot 3 and more particular described as: ______________________. "City Option Property" shall mean the real property known as Lot 4 and more particularly described as: ____________________.
“Claims” is defined in Section 5.11.
“Closing Date ” or “ Close of Escrow ” shall be the date(s) that escrow closes for the conveyance of the Subject Property from City to Developer. “Commencement Date ” means , for each lot's particula r project, the date two (2) years after Developer’s acquisition of that particular Lot and the close of escrow on th at particular Lot, subject to Force Majeure.
“Completion Date” in defined in Section 5.1
“Conditions of Approval” is defined in Section 5.4.
“Construction Plans” is defined in Section 5.6.
“Developer Documents ” means collectively, this Agreement, the countersigned Grant Deed, and such other and further documents as may reasonably be required to complete the Close of Escrow.
“Design Documents” is defined in Section 2.4.
“Developer” means, VERNON Property Group LLC, a California limited liability company, or its assignee.

6 “Developer’s Permitted Exceptions” is defined in Section 3.1. “Economic Force Majeure” is defined in Section 11.2.2.
“ENA” is defined in Recital B.
“Entitlements” is defined in Recitals B-C.
“Environmental Laws” is defined in Section 6.9.2.
“Escrow Agent” is defined in Section 3.3.
“Force Majeure” is defined in Section 11.2.
“Good Faith Deposit” means the good faith deposit provided by the Developer (or an Affiliate of Developer) for each particular Lot, in the amount of Ten Thousand and 00/100 Dollars ($10,000.00) for each particular Lot, and all interest that is earned on the Good Faith Deposit after the City deposits the Good Faith Deposit in an interest-bearing account. “Grant Deed” is defined in Section 3.1.
“Hazardous Material” is defined in Section 6.9.1.
“Improvements” means the improvements to be constructed on the Property pursuant to this Agreement.
“Indemnitees” is defined in Section 5.11.
“Independent Consideration” is defined in Section3.3(a). “Key Principals” is defined as the shareholders and/or principals of Developer, i.e., Brad Vernon, Brett Vernon or any other officer, director, or majority shareholder or member of Developer as of the date of this Agreement.
“Lender’s Title Policy” is defined in Section 3.8.
"Lot 1" is defined in Recital A
"Lot 2" is defined in Recital A
"Lot 3” is defined in Recital A
"Lot 4" is defined in Recital A
“Memorandum” is defined in Section 3.7(e).
“Official Records” means the Official Records of Santa Barbara County. 7 “Owner’s Title Policy” is defined in Section 3.8.
“Permitted Transfer” is defined in Section 7.3
“Planning Commission” means the Planning Commission of the City of Santa Maria.
“Downtown Development Project” is defined in Recital C. “Project CEQA Documentation” is defined in Recital E.
“Project Site” means the real property that consists of the Subject Property. “Repurchase Option” is defined in Section 9.9.

“Title Company” is defined in Section 3.3.

“Title Report” is defined in Section 3.1.

“Transfer” is defined in Section 7.2.

1.2 Exhibits. The following Exhibits are attached hereto and incorporated into this Agreement by this reference:

A-1 Legal Description – Lot 1
A-2 Site Map – Lot 1
A-3 Developers Representation and Project Description – Lot 1 A-4 Legal Description – Lot 2
A-5 Site Map – Lot 2
A-6 Developers Representation and Project Description – Lot 2 A-7 Legal Description – Lot 3
A-8 Site Map – Lot 3
A-9 Developers Representation and Project Description – Lot 3 A-10 Legal Description – Lot 4
A-11 Site Map – Lot 4
B-1 Performance Schedule and Incentives – Lot 1
B-2 Performance Schedule and Incentives – Lot 2
B-3 Performance Schedule and Incentives – Lot 3
C Form of Certificate of Completion
D Form of Memorandum of Option
E Form of Grant Deed and Reservation of Easement

1.3 Recitals. The above recitals are hereby incorporated into this Agreement as though set forth in full herein.

8 1.4 Annual Review. City shall in compliance with Section 12-51.05 of the Santa Maria Municipal Code, not less than every twelve months from the Effective Date, review Developer’s compliance with the terms and conditions of this Agreement.

ARTICLE II
REPRESENTATIONS; EFFECTIVE DATE; FINANCIAL CAPACITY

2.1 Representations.

2.1.1 Developer’s Representations. Developer covenants that until the issuance of a Certificate of Occupancy for each of the respective Lot Projects upon reasonable discovery of any fact or condition that would cause any of the warranties and representations in Section 2.1.1 to be untrue, Developer shall promptly, and no later than thirty (30) days, give written notice of such fact or condition to City for that particular Lot Project . Developer acknowledges that City shall rely upon Developer’s representations made herein notwithstanding any investigation made by or on behalf of City. Developer acknowledges that City shall rely upon Developer’s representations made herein notwithsta nding any investigation made by or on behalf of City. Developer hereby represents, warrants, and covenants that the following are true and correct as of the Effective Date.

(a) Organization. Developer is a limited liability company, duly organized and in good standing under the laws of the State of California.

(b) Authority of Developer. Developer has full power and authority to execute and deliver this Agreement and all other documents or instruments executed and delivered by Developer, or to be executed and delivered by Developer pursuant to or in connection with this Agreement, and to perform and observe the terms and provisions of all of the foregoing. (c) Authority of Persons Executing Documents. This Agreement and all other documents or instruments that have been or that will be executed and delivered by Developer pursuant to or in connection with this Agreement, have been or will be executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of Developer, and all actions required under Developer’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments that have been or that will be executed and delivered by Developer pursuant to or in connection with this Agreement, have been duly taken or will have been duly taken (to the extent such actions are required) as of the date of execution and delivery of such documents.

(d) Valid and Binding Agreements. This Agreement and all other documents or instruments that have been or that will be executed and delivered by Developer pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of Developer, enforceable in accordance with their respective terms, subject to laws affecting creditors’ rights and principles of equity.
9 (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or any other documents or instruments that have been or that will be executed and delivered by Developer pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on Developer, or any provision of the organizational do cuments of Developer, or will conflict with or constitute a breach of or a default under any agreement to which Developer is a party, or will result in the creation or imposition of any lien upon any assets or property of Developer, other than liens established pursuant hereto. (f) Pending Proceedings. Except as disclosed in writing to the City prior to execution of this Agreement, Developer is not in default under or in violation of any law or regulation or under any order of any court, board, commission or agency whatsoever, and to the best knowledge of the Key Principals of Developer, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the Key Principals of Developers, threatened against or affecting Developers, or the City Property, at law or in equity, before or by any court, board, commission or agency. Developer is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of Developer’s assets has been made.

2.1.2 City’s Representations. City covenants that until the first to occur of the expiration or earlier termination of this Agreement or the Close of Escrow for any particular Lot , upon learning of any fact or condition that would cause any of the warranties and representations in Section 2.1.2 to be untrue, City shall promptly give written notice of such fact or condition to Developer. City acknowledges that Developer shall rely upon City’s representations made herein notwithstanding any investigation made by or on behalf of Developer. City hereby represents, warrants, and covenants that the following are true and correct as of the Effective Date.

(a) Organization. City is a municipal corporation, duly organized under the laws of the State of California.

(b) Authority of City. City has full power and authority to execute and deliver this Agreement and all other documents or instruments executed and delivered by City, or to be executed and delivered by City pursuant to or in connection with this Agreement, and to perform and observe the terms and provisions of all of the foregoing.

(c) Authority of Persons Executing Documents. This Agreement, and all other documents or instruments that have been or that will be executed and delivered by City pursuant to or in connection with t his Agreement, have been or will be executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of City, and all actions required under City’s governing documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and all other documents or instruments that have been or that will be executed and delivered by City pursuant to or in connection with this Agreement, have been duly taken or will have been duly taken (to the extent such actions are required) as of the date of execution and delivery of such documents.

(d) Valid and Binding Agreements. This Agreement and all other documents

10 or instruments that have been or that will be executed and delivered by City pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered, constitute legal, valid and binding obligations of City, enforceable in accordance with their respective terms, subj ect to laws affecting creditors’ rights and principles of equity. Subject to the provisions and conditions of this Agreement, the City hereby agrees that the City is granting, and grants herewith, a fully vested entitlement and right to develop the City Property and the Downtown Project in accordance with the terms and conditions of this Agreement. The Owner’s vested right to proceed with the development of the City Property and Downtown Project is subject to an approval process as set forth in this Agree ment; provided that any conditions, terms, restrictions and requirements for such subsequent actions shall not prevent development of the City Property and the Downtown Project for the uses set forth in the Project Description, or reduce the intensity or d ensity of development, or limit the rate or timing of development set forth in this Agreement, unless so requested by the Owner and so long as the Owner is not in default under this Agreement.

(e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or any other documents or instruments that have been or that will be executed and delivered by City pursuant to or in connection with this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency binding on City, or any provision of the governing documents of City, or will conflict with or constitute a breach of or a default under any agreement to which City is a party, or will result in the creation or imposition of any lien upon any assets or property of City, other than liens established pursuant hereto.

(f) Pending Proceedings. Except as disclosed in writing to Developer prior to execution of this Agreement, neither City nor the Subject Property is in default under or in violation of any law or regulation or under any order of any court, board, commission or agency, and to the best knowledge of City, there are no claims, actions, suits or proceedings pending or, to the best knowledge of City, threatened in writing against or affecting City or the City Property, at law or in equity, before or by any court, board, commission or agency, in a ny such case where such default or violation or claim, action, suit or proceeding is reasonably likely to have a material adverse effect on the Subject Property or any portion thereof or the City’s ability to perform its obligations under this Agreement. City is not the subject of any bankruptcy or insolvency proceeding, and no general assignment or arrangement for the benefit of creditors or the appointment of a trustee or receiver to take possession of all or substantially all of City’s assets has been made.

(g) Condemnation. No condemnation proceedings relating to the Subject Property or its access to or from public streets or utilities are pending, nor has the City received written notice of any threatened condemnation proceedings relating to the foregoing.

(h) Other Agreements. Except as disclosed in writing to Developer, and except for matters of public record or matters shown as exceptions to title to the City Property in the Title Report City has not made any commitment or entered into any agreement of any kind with any governmental authority, or any adjoining property owner, group or other third party, which 11 would in any way be binding on Developer or all or any portion of the City Property after the Close of Escrow.

(i) Environmental. With the exception of those matters disclosed in that certain Covenant to Restrict Use of Property Environmental Restriction recorded in the Official Records of Santa Barbara County on or about March 23, 2016 as Instruments No. 2016-025567 and 2016-025568, City has no knowledge of any violation of Environmental Laws related to the Subject Property or the presence or release of Hazardous Material on or from the Property. To the best of City’s knowledge, neither the Property nor any portion thereof has been used for the generation, treatment, storage, handling or disposal of any Hazardous Material, in violation of any Environmental Laws, by the City or its predecessors-in-interest.

(j) No Tenants. There are no leases or occupancy agreements or licenses affecting the City Property or any portion thereof or conferring on any person or entity the right to use, occupy or enter onto the Subject Property except those existing in the chain of title.

(k) No Service Contracts . There are no service contracts or other agreements affecting the City Property or any portion thereof that will remain in effect after Close of Escrow except those existing in the chain of title.

(l) Property Information. To the best of City’s knowledge, the items of Property Information delivered to Developer are true and complete copies of such items and such items contain no material information actually known by City to be false.

2.2 Effective Date. The obligations of Developer and City hereunder shall be effective as of the Effective Date which date is set forth in the preamble to this Agreement.

2.3 Intentionally omitted.

2.4 Environmental Review; Design Review; Conditions of Approval. The City Council determined that the Project CEQA Documentation for Lot 3 has adequately considered the environmental effects of the Downtown Project, and that no further analysis of the Downtown Project is required under CEQA.

Any additional environmental studies required by the City in connection with environmental review of the Downtown Project in accordance with CEQA shall be completed at the Developer’s expense. Developer acknowledges that approval or disapproval of the Downtown Project following completion of any such additional required environmental review is within the sole and absolute discretion of the City without limitation by or consideration of the terms of this Agreement, and that the City makes no representation r egarding the ability or willingness of the City to approve a modified Downtown Project at the conclusion of any supplemental environmental review process required by CEQA, or regarding the imposition of any mitigation measures required as a result thereof. Prior to the Close of Escrow, Developer shall have the right to terminate this Agreement by delivery of written notice to City if the City disapproves the Downtown Project following completion of any required supplemental environmental review or Developer determines that implementation of any additional environmental mitigation measures required as a result of such supplemental review or new and additional Conditions of Approval imposed in connection

12 with such supplemental review would cause development o f the Downtown Project to become economically infeasible.

2.5 Financial Capacity. Developer has submitted to City sufficient information and data to establish the financial capacity of Developer to perform its obligations under this Agreement. To the extent that Developer intends to secure financing for the construction of the Downtown Project, Developer shall submit copies of all loan documents for the City’s approval, which shall not be unreasonably withheld, conditioned, or delayed.

ARTICLE III

DISPOSITION OF THE CITY PROPERTY; CONDITIONS

PRECEDENT TO CLOSING

3.1 Purchase and Sale of City Property; Review of Title. Developer acknowledges receipt of a preliminary title report for the City Property issued by First American Title Company on or about __________ and dated _________ for Lot 2. City shall provide to Developer a preliminary title report and an ALTA survey for the remaining lots within sixty (60) days of execution of this Agreement (collectively the “Title Report”). Provided that all conditions precedent set forth in this Agreement have been satisfied or waived, City shall sell to Developer, and Developer shall purchase from City, the fee interest in the City Property in accordance with and subject to the terms, covenants and conditions of this Agreement subject to: (a) the provisions and effects of the City Documents, (b) applicable building and zoning laws and regulations, (c) any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Grant Deed and Reservation of Easement, (d) exceptions numbers 1 through 7 as shown on the Title Report, (e) liens and encumbrances created or permitted by Developer or Developer’s Affiliates, employees, or agents, and (f) such other conditions, liens, encumbrances, restrictions, easements and exceptions as Developer may approve in writing, which approval shall not be unreasonably withheld. All of the foregoing are collectively hereinafter referred to as “Developer’s Permitted Exceptions.” The City Property shall be conveyed by grant deed(s) substantially in the form s attached hereto as Exhibit G (the “Grant Deed”).

3.2 Purchase Price. City shall sell the City Property to Developer for the sum of :
$120,000 for Lot 1; $ 120,000 for Lot 2 ; $120,000 for Lot 3 after initial payments and refunds following completion of the projects in accordance with the construction schedule; $120,000 for Lot 4, if the option for its purchase is exercised (the “Purchase Price”) which is the agreed upon value, based upon the intent of the Buyer to provide a mixed use project in the Downtown Project.

The value is priced less than the appraised value in recognition of the requirements of this agreement.

3.3 Independent Consideration; Good Faith Deposit.
(a) Independent Consideration. In addition to the Good Faith Deposit, below, Developer shall deposit with the Escrow Agent, within three (3) business days after the Effective Date an initial earnest money deposit in the amount of One Hundred and 00/100 Dollars ($100.00) for each of the Lots (“Independent Consideration ”). The Independent Consideration is non - 13 refundable to Developer under any circumstances as independent consideration for the rights extended to Developer under this Agreement. The Independent Consideration shall be released to City immediately following Developer deposit of this Agreement into Escrow. The Independent Consideration shall not be applicable towards the Purchase Price.

(b) Good Faith Deposit
(i) As of the Effective date of this Agreement, the Developer has delivered to the City the Good Faith Deposit, consisting of the sum of Ten Thousand and 00/100 Dollars ($10,000.00) in cash. The City shall promptly deposit the Good Faith Deposit in a short - term interest -bearing account, such as the Local Agency Investment Fund or another fund or account in which the City typically invests funds on a short-term basis.

(ii) The Developer may elect not to proceed with construction of the Downtown Project. In such event, or in the event of termination of the Agreement, the Good Faith Deposit will be handled pursuant to Section 9 below. If this Agreement is terminated as a result of an Event of Default by Developer, the City shall retain the Good Faith Deposit. If this Agreement is terminated as a result of an Event of Default by the City, the Good Faith Deposit shall be returned to Developer.

(c) When the Closing occurs, the Good Faith Deposit shall be applied against the Purchase Price due the City from the Developer for the particular Lot that is closing. Within thirty (30) days of the closing of a particular Lot, Developer shall deposit with the City an additional Ten Thousand Dollars ($10,000) to serve as the Good Faith Deposit for the sale of the next particular Lot to Developer. This practice shall continue until all of the City Property has been sold t o Developer.

3.4 Escrow. City and Developer shall open escrow at the office of First American Title Company, located at 3780 State Street , Santa Barbara, CA 93105 , or such other title company as the Parties may agree upon (“ Escrow Agent” or “Title Company”) in order to consummate the conveyance of each of the Lots of the City Property to Developer and the closing of escrow for the transactions contemplated hereby.

3.5 Costs of Closing and Escrow; Legal Fees. Developer shall pay all title insurance premiums for policies Developer elects to purchase in connection with the acquisition of the City Property and the financing of the Project, and Developer shall pay all recording fees, transfer taxes, escrow fees and closing costs incurred in connection with the acquisition of the City Property and the financing of the Downtown Project. Property taxes and assessments shall be prorated as of the Closing Date. City and Developer shall provide Escrow Agent with a cop y of this Agreement, which together with such supplemental instructions as City or Developer may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Developer, shall serve as escrow ins tructions for the Close of Escrow. By not later than the Close of Escrow, Developer shall pay City’s reasonable consulting fees incurred in connection with the transactions contemplated by this Agreement.

14 3.6 Closing. The Closing Dates for Developer’s acquisition of each of the Lots of City Property shall be a date(s) that is/are mutually acceptable to the Parties, which shall occur no later than (a) one-hundred-eighty (180) days following the Parties’ satisfaction or waiver of all conditions precedent to conveyance of each of the respective Lots of the City Property as set forth in Sections

3.9 and 3.10, or (b) fifteen (15) days after issuance of building permits for that particular Lot. Prior to the Close of Escrow and provided all conditions precedent to Close of Escrow have been satisfied or waived, Developer shall deposit into escrow the City Documents, executed and acknowledged as applicable, and full payment of closing costs for that particular Lot. Provided that all conditions precedent to Close o f Escrow have been satisfied or waived, City shall deposit into escrow the executed Grant Deed and executed copies of the City Documents for that particular Lot . On the Closing Date, the Escrow Agent shall cause the Grant Deed for that particular Lot and the Memorandum for such to be recorded in the Official Records.

3.7 Tax Free Exchange. If Developer notifies City prior to the Close of Escrow that Developer intends to effectuate a “tax -free” exchange pursuant to Section 1031 of the Internal Revenue Code in connection with the transaction s contemplated in this Agreement, City will cooperate with Developer, at no cost, expense, or liability to City, in Developer’s attempt to effectuate such exchange, but City makes no representations to Developer that any such exchange shall be treated as “tax-free” by the Internal Revenue Service. Developer agrees to indemnify City from all liability with respect to any action which Developer requests City to take pursuant to this Section, and to reimburse City for all fe es, costs, and expenses (including reasonable attorneys’ fees) incurred by City as a result of Developer’s election to participate in a Section 1031 exchange.

City shall not be required to hold title to any real estate or other assets in order to cooperat e with Developer’s Section 1031 exchange.

3.8 Delivery of Disclosures/Property Information . City represents and warrants that it has disclosed to Developer all material information that impacts on the value or desirability of the City Property, and has del ivered to Developer the following items relating to the City Property (collectively, “Property Information”), to the extent within City’s possession, custody, or control (but excluding any items that are protected from disclosure by the attorney -client pri vilege, or otherwise statutorily protected ): (a) any environmental reports and a schedule listing any such reports; (b) all existing and currently effective plans, specifications, permits, approvals maps and surveys (including, without limitation, archaeological, boundary, topographic and tree surveys); (c) any soils and engineering reports; (d) all currently effective agreements with any governmental authority with respect to any zoning modification, variance, exception, platting or other matter relating to the zoning, use, development, subdivision or platting of the City Property; (e) copies of all agreements, studies, reports, correspondence and other documents relating to the presence or absence of any endangered species or environmentally sensitive areas on the City Property; and (f) any leases, contracts or agreements relating to the City Property or services being provided or to be provided to the City Property, including, without limitation, any agreements with electric, cable, gas, telephone or other utility providers. City shall provide to Developer any documents described above and coming into City’s possession, custody, or control, or generated by City after the initial delivery above and prior to the Close of Escrow.

3.9 City’s Conditions to Closing. City’s obligations to convey each of the Lots of City Property to Developer is conditioned upon the satisfaction of the terms and conditions set forth in 15 this Section 3.9 prior to the conveyance of that particular Lot, unless any such condition is waived in writing by the City acting in the discretion of its Authorized Representative.

(a) No Default . There shall exist no condition, event or act which would constitute a material breach or default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default.

(b) Representations. All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow for that particular Lot.

(c) Due Authorization and Good Standing. Developer shall have delivered to City copies of all of the following, including updated versions of any of the following that have been amended or modified since the date of any prior delivery to City: (i) certificates of good standing, certified by the California Secretary of State, indicating that Developer is properly organized and in good standing under the laws of California; and (ii) certified copies of Developer’s articles of incorporation; (iii) copies of Developer’s bylaws, if any, certified by an authorized officer of each entity as accurate, complete, and in full force and effect; and (iv) resolutions adopted by Developer’s Board of Direct ors, certified by an authorized officer of each entity, authorizing the execution of, and performance under, this Agreement and the other City Documents.

(d) Execution, Delivery and Recordation of Documents. Developer shall have executed, acknowledged as a pplicable, and delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation, a Memorandum of Option substantially in the form attached hereto as Exhibit C (the “Memorandum”), and a counter -signed original of the Grant Deed for that particular Lot .

Concurrently with the Close of Escrow for each Lot, the Grant Deed, and the Memorandum for that particular Lot shall be recorded in the Official Records.

(e) Approval of Financing Documents; Evidence of Availability of Funds. City shall have approved the loan documents for all financing sources for the Downtown Project, if any.

At such time as Developer secures construction financing for phase of the Downtown Project, Developer shall provide evidence reasonably satisfactory to City that (i) all conditions to the release and expenditure of the initial draw of funds from each construction financing source for that particular phase of the Downtown Project have been met and that such funds will be available, and (ii) all construction financing (including draws subsequent to the initial draw of funds) will be available upon the satisfaction of the conditions set forth in the applicable documents.

(f) Construction Contract, Plans, Budget and Schedule. City shall have approved the general contractor, the construction budget and schedule, and the construction contract for each phase of the Downtown Project, and City shall have approved the final Construction Plans and specifications for each phase of the Downtown Project. Developer shall have delivered an

16 executed copy of the construction contract for each phase of the Downtown Project to the City. If City has not provided written objections to Developer regarding the general contractor, the construction budget and schedule, or the construction contract for th at particular phase of the Downtown Project within fifteen (15) business days following their submittal to the City, such items shall be deemed to have been approved.

(g) Land Use Approvals. Developer shall have delivered evidence satisfactory to City that Developer has obtained all land use approvals required to construct each particular phase of the Downtown Project. Other than terms set forth in Exhibits A-3, A-6, A-9, B-1, B -2, and B -3, Developer agrees to conform to all required residential development requirements, including those for affordable housing units. Developer shall be permitted to offset development requirements for the Property by providing such on its a djacent projects in the Downtown Project. For example, Developer, in its sole discretion, may provide required parking and/or affordable units for this Project on any of its neighboring developments in the Downtown Project which are covered by this Agreem ent, in addition to those require for any such project in order to satisfy the requirements for development of each particular Lot . Developer has commenced seeking land use approvals for the Downtown Project prior to the execution of this Agreement. City hereby ratifies any and all approvals previously conferred by any City agency to Developer for the Downtown Project that predate this Agreement. (h) Payment of Fees. Developer shall have paid when due all fees and charges in connection with the processing of all applicable City permits and approvals for that particular phase of the Downtown Project , and Developer shall have paid City’s escrow fees pursuant to Section 3.4 associated with such phase . The City and Developer will negotiate in good faith regarding incentives to be credited out of the fees paid, following the submission by the Developer of the final proposed commercial spaces, including proposed tenants. The maximum gross amount of fees, prior to the issuance of any incentive credits for each pha se of the Pro ject will be the remaining amount after fee discounts as described in Exhibits B-1, B-2, and B-3.

(i) Insurance; Payment and Performance Bonds. Developer shall have provided evidence satisfactory to City that Developer has obtained insurance coverage meeting the requirements set forth in Article X for that particular phase of the Downtown Project. If Developer obtains payment and performance bonds in connection with construction of the Project, City shall be named as co-obligee thereunder in which event Developer shall provide City with copies of such bonds promptly after the same are obtained.

(j) Mechanics’ Liens . Developer shall have provided evidence reasonably satisfactory to City that there are no mechanics’ liens or stop notices related to the City Property or the Downtown Project as a result of activities of Developer or its employees, contractors, or agents, and Developer’s provision of full waivers or releases of lien claims if required by City.

(k) Other Documents. Developer’s delivery to City, and City approval of such other documents related to the development and financing of each phase of the Downtown Project as City may reasonably request.

17 (l) Deposit of Funds. Developer shall have deposited into escrow the Purchase Price and funds in the amount of all other costs and expenses required to be paid by Developer through escrow for the purchase of each particular Lot. (m) Settlement Statement . City shall have approved the final settlement statement for the Close of Escrow.

3.10 Developer’s Conditions to Closing. Developer’s obligation to proceed with the acquisition of each Lot of the City Property is subject to the satisfaction or Developer’s waiver of the conditions stated in this Section 3.10 for each particular Lot , unless any such condition is waived in writing by Developer:

(a) No Default. City shall not be in default under the terms of this Agreement, and all representations and warranties of City contained herein shall be true and correct in all material respects;

(b) Due Authorization and Good Standing . City shall have delivered to Developer resolutions or other evidence certified by an authorized officer or agent of City authorizing City’s execution of and performance under this Agreement and the other City Documents.

(c) Execution of Documents. City shall have executed and acknowledged the Grant Deed and the Memorandum, and all other City Documents to which the City is a party, and shall have delivered such documents into escrow;

(d) Parcel Map Approval . City shall have approved a Parcel Map, lot line adjustment, or other action as may be necessary to convey each particular Lot of the City Property to Developer.

(e) Title Policies. The Title Company shall have committed, upon payment of the premium ther efor, to issue an such Title Insurance Policies for the benefit and protection of Developer (“Owner’s Title Policy”) and/or Developer’s Lender, if any (“Lender’s Title Policy”) showing title to each particular Lot of the City Property vested in Developer, subject only to Developer’s Permitted Exceptions and containing such endorsements as Developer may reasonably require, with the cost of such Owner’s Title Policy to be paid by Developer.

(f) Mechanics’ Liens. City shall have provided evidence reasonably satisfactory to Developer and/or the Title Company that no mechanics’ liens or stop notices have been served and/or recorded relating to the City Property or the Downtown Project as a result of activities of City or its employees, contractors, or agents, and Developer’s provision of full waivers or releases of lien claims if reasonably required by Developer and/or Title Company (or, in the alternative, verification that no construction activities have been performed on the City Property within the sixty (60) days prior to Closing).

(g) Land Use Approvals. Developer shall have obtained the Entitlements and all other land use approvals required to construct the portions of the Project on the particular Lot of the City Property, subject only to such conditions a s are reasonably acceptable to Developer, and all

18 such approvals shall have been given by all required actions conducted in accordance with all applicable laws, ordinances, statutes, rules and regulations, and all appeal periods or periods within which such approvals can be challenged shall have expired without any appeal or challenge having been filed or any appeal or challenge (“Final Approval Date”).

(h) Settlement Statement. Developer shall have approved the final settlement statement for the Close of Escrow.

ARTICLE IV

[Intentionally omitted]

ARTICLE V

DEVELOPMENT AND USE OF THE CITY PROPERTY AND

DOWNTOWN PROJECT

5.1 Development Schedule.
(a) Subject to Force Majeure, Developer shall commence construction of each phase of the Downtown Project no later than the Commencement Date for each Lot and shall diligently prosecute to completion the construction of each phase of the Downtown Project to enable City to issue certificates of occupancy or equivalents for the each phase of the Downtown Project within thirty-six (36) months following the Commencement Date for each phase , except as such date may be extended by written agreement of the Parties (“Completion Date”). No extension may be granted without additional consideration being paid by Developer. Developer shall use diligent and commercially reasonable efforts to perform Developer’s obligations under this Agreement within the times periods set forth herein, and if no such time is provided, within a reasonable time, designed to permit issuance of final certificates of occupancy for each phase of the Project by the date specified in this Section 5.1. Subject to Force Majeure, Developer’s failure to commence or complete construction of each phase of the Downtown Project in accordance with the time periods specified in this Section 5.1 shall be an Event of Developer Default hereunder.

(b) Notwithstanding anything to the contrary herein, Developer’s shall have no obligation to develop that portion of the Subject Property other than the Project Site. (c) Upon Developer's timely completion of construction of Lot 1, Lot 2 and Lot 3, and so long as that completion has occurred within six (6) years of execution of this Agreement, Developer shall be granted the option to purchase Lot 4 from the City for $120,000 on the same terms and conditions as the purchase of the other City Lots as set forth herein.

5.2 Tolling and Extension During Legal Challenge or Moratoria. In the event this Agreement, any of the land use entitlements related to the Downtown Project, or any subsequent 19 approvals or permits required to implement the land use entitlements for the Downtown Project or this Agreement are subjected to legal challenge and the Develope r is unable to proceed with development of the Downtown Project due to such legal challenge (or the Owner provides written notice to the City that it is electing not to proceed with development of the Downtown Project until such legal challenge is resolved to the Owner’s satisfaction), the Term of this Agreement and timing for obligations imposed by this Agreement shall be extended and tolled during such legal challenge until the entry of a final order or judgment upholding this Agreement, or the land use e ntitlements, approvals, or permits related to this Agreement, or the litigation is dismissed by stipulation of the parties; provided, however, that notwithstanding the foregoing, the Developer shall have the right to elect, in the Developer’s sole and abso lute discretion and risk, to proceed with development of each phase of the Downtown Project at any point by providing the City written notice that it is electing to proceed, in which event the tolling of the Term of this Agreement shall cease as of the date of such notice. Similarly, if the Developer is unable to develop any phase of the Downtown Project due to the imposition by the City or other public agency of a development moratoria for a public health and safety reason unrelated to the performance of the Developer ’s obligations under this Agreement (including without limitation, moratoria imposed due to the unavailability of water or sewer to serve the City Property), then the Term of this Agreement and the timing for obligations imposed pursuant to this Agreement shall be extended and tolled for the period of time that such moratoria prevents development of the City Property.

5.3 Cost of Acquisition and Construction. Developer shall be solely responsible for all direct and indirect costs and expenses incurred in connection with the acquisition of the City Property, including without limitation appraisal fees, title reports and any environmental assessments Developer elects to undertake. All costs of designing, developing and constructing the Downtown Project and compliance with the Conditions of Approval, including without limitation all offsite and on-site improvements required by City in connection therewith, shall be borne solely by Developer and shall not be an obligation of the City.

5.4 Permits and Approvals; Payment of Fees; Cooperation. Developer acknowledges that the execution of this Agreement by the City does not constitute City approval for the purpose of the issuance of building permits, does not limit in any manner the d iscretion of City in such approval process, and does not relieve Developer from the obligation to apply for and to obtain from the City and all other agencies with jurisdiction over the Downtown Project, all necessary approvals, entitlements, and permits for the development of the Downtown Project and the construction of the Downtown Project (including without limitation, the approval of architectural plans, the issuance of any certificates regarding historic resources required in connection with the develo pment of the Downtown Project (if any), and the approval of the Downtown Project in compliance with CEQA and if applicable, NEPA), nor does it limit in any manner the discretion of the City or any other agency in the approval process. Prior to the Close o f Escrow on each Lot of the City Property, Developer shall have obtained all entitlements, permits, licenses and approvals required for the construction of that particular Lot, or shall provide evidence satisfactory to City that receipt of such permits and approvals is subject only to such conditions as City may reasonably approve. Developer shall pay when due all customary and usual fees and charges in connection with the processing of all applicable permits and approvals. Developer shall not commence co nstruction work on that particular phase of the Downtown Project prior to issuance of building permits required for such work. City staff shall work cooperatively with Developer to assist in coordinating the expeditious

20 processing and consideration of all permits, entitlements and approvals necessary for the development and operation of the Project as contemplated by this Agreement.

5.5 Conditions of Approval. Developer shall develop the Downtown Project in accordance with the terms and conditions of this Agreement, including the Exhibit requirementsand in compliance with the terms and conditions of all approvals, entitlements and permits that the City or any other governmental body or agency with jurisdiction over the Downtown Project or the City Property has granted or issued as of the date hereof or may hereafter grant or issue in connection with development of the Downtown Project, including without limitation, all mitigation measures imposed in connection with environmental review of the Downtown Project and all conditions of approval imposed in connection with any entitlements, approvals or permits (all of the foregoing approvals, entitlements, permits, mitigation measures and conditions of approval are hereafter collectively referred to as the “Conditions of Approval”).

5.6 Fees. Developer shall be solely responsible for, and shall promptly pay when due, all customary and usual fees and charges of City and all other agencies with jurisdiction over development of the Downtown Project in connection with obtaining building permits and other approvals for the Downtown Project, including without limitation, those related to the processing and consideration of amendments, if any, to the current entitlements, any related approvals and permits, environmental review, architectural review, historic review, and any subsequent approvals for the Downtown Project. The City shall grant Developer a fee reduction of 50% of all such plan check fees.

5.7 Construction Plans. Developer shall submit to City’s Building Division detailed construction plans meeting or exceeding the requirements of the Exhibits for each phase of the Downtown Project (the “ Construction Plans”). As used herein “ Construction Plans” means all construction documents upon which Developer and Developer’s contractors shall rely in developing each phase of the Downtown Project (including the landscaping, parking, and common areas) and shall include, without limitation, the site development plan, final archi tectural drawings, landscaping, exterior lighting and signage plans and specifications, materials specifications, final elevations, and building plans and specifications. The Construction Plans shall be based upon the scope of development set forth herein and upon the approvals issued by the City for each phase of the Downtown Project and shall not materially deviate therefrom without the express written consent of City.

5.8 Construction Pursuant to Plans. Developer shall develop each component and phase of the Downtown Project in accordance with the approved Construction Plans, the Conditions of Approval, and all other permits and approvals granted by the City pertaining to each phase of the Downtown Project. Developer shall comply with all directions, r ules and regulations of any fire marshal, health officer, building inspector or other officer of every governmental agency having jurisdiction over the properties that are encompassed in the Downtown Project. Each element of the work shall proceed only af ter procurement of each permit, license or other authorization that may be required for such element by any governmental agency having jurisdiction. All design and construction work on the Downtown Project shall be performed by licensed contractors, engin eers or architects, as applicable.

21 5.9 Change in Construction Plans. If Developer desires to make any material change in the approved Construction Plans, Developer shall submit the proposed change in writing to the City Community Development Director for the City's written approval, which approval shall not be unreasonably withheld, conditioned, or delayed if the Construction Plans, as modified by any proposed change, substantially conform to the requirements of this Agreement and any approvals issued by th e City after the Effective Date. Unless a proposed change is rejected by City within sixty (60) days, it shall be deemed approved. If rejected, the previously approved Construction Plans shall continue to remain in full force and effect. Any change in the Construction Plans required in order to comply with applicable codes shall be deemed approved, so long as such change does not substantially nor materially change the architecture, design, function, use, or amenities of the Project as shown on the latest approved Construction Plans. Nothing in this Section is intended to or shall be deemed to modify the City’s standard plan review procedures.

5.10 Intentionally omitted.

5.11 City Disclaimer. Developer acknowledges that the City is under no obligation, and the City neither undertakes nor assumes any responsibility or duty to Developer or to any third party, to in any manner review, supervise, or inspect the progress of construction or the operation of the Downtown Project. Developer and all third parties shall rely entirely upon its or their own supervision and inspection in determining the quality and suitability of the materials and work, the performance of architects, subcontractors, and material suppliers, and all other matters relating to the construction and operation of the Downtown Project. Any review or inspection undertaken by the City is sole ly for the purpose of determining whether Developer is properly discharging its obligations under this Agreement and shall not be relied upon by Developer or any third party as a warranty or representation by the City as to the quality of the design or con struction of the Project or otherwise.

5.12 Defects in Plans. The City shall not be responsible to Developer or to any third party for any defect in the Construction Plans or for any structural or other defect in any work done pursuant to the Construction Pla ns. To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold harmless the City and its elected and appointed officers, officials, employees, agents, consultants, and contractors (all of the forego ing, collectively, the “Indemnitees”) from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising out of, or relating to, or alleged to arise from or relate to defects in the Construction Plans or defects in any work done pursuant to the Construction Plans whether or not any insura nce policies shall have been determined to be applicable to any such Claims.

Developer’s indemnification obligations set forth in this Section shall survive the expiration or earlier termination of this Agreement and the recordation of each Certificate of Completion.

Developer’s indemnification obligations pursuant to this Section shall not extend to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 10.2 below.

5.13 Certificate of Completion for Project. Promptly after completion of each phase of construction of the Downtown Project, and City’s issuance of a final Certificate of Occupancy for that phase, the City will provide a certificate substantiall y in the form attached hereto as Exhibit E (“Certificate of Completion”) so certifying, provided that at the time such certificate is requested

22 all applicable work has been completed for that phase of the Downtown Project. The Certificate of Completion shall be conclusive evidence that Developer has satisfied its obligations regarding the development of that phase of the Downtown Project. At Developer’s option, each Certificate of Completion shall be recorded in the Official Records. The Certificate of C ompletion shall not constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a deed of trust or mortgage securing money loaned to finance any phase of construction of the Downtown Project or any part thereof an d shall not be deemed a notice of completion of construction under the California Civil Code, nor shall such Certificate provide evidence that Developer has satisfied any obligation that survives the expiration of this Agreement.

5.14 Equal Opportunity. There shall be no discrimination on the basis of race, color, religion, creed, sex, sexual orientation, marital status, ancestry or national origin in the hiring, firing, promoting or demoting of any person engaged in construction work on the Downtown Project, and Developer shall direct its contractors and subcontractors to refrain from discrimination on such basis.

5.15 Prevailing Wage Requirements. If required by applicable federal and state law, Developer and its contractors, subcontractors and agents shall comply with the California Labor Code Section 1720 et seq. and the regulations adopted pursuant thereto (and if applicable, the federal Davis Bacon Act and implementing regulations) (all of the foregoing, collectively, “ Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. If applicable, Developer shall submit to City a plan for monitoring paymen t of prevailing wages and at Developer’s expense shall implement such plan and comply with all applicable reporting and recordkeeping requirements.

To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against all Claims that directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the pa yment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bi dding in connection with the Downtown Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to the Prevailing Wage Laws, or any act or omission of Developer related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. The provisions of this Section 5.14 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Project. Developer’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 10.2 below.

5.16 Compliance with Laws. Developer shall carry out and shall cause its contractors and subcontractors to carry out the construction of the Downtown Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations (“ Applicable Laws ”), including without limitation, all applicable Environmental Laws, all applicable federal and state labor laws and standards, applicable provisions of the California Public Contracts Code, the City’s 23 zoning and development standards, building, plumbing, mechani cal and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, 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. To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold harmless th e Indemnitees from and against any and all Claims arising in connection with the breach of Developer’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. Developer’s indemnification obligations set forth in this Section shall not apply to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees. Developer’s defense and indemnification obligations set forth in this Section 5.15 shall survive the expiration or earlier termination of this Agreement and the issuance of a Certificate of Completion for the Downtown Project and shall be subject to the additional terms set forth in Section 10.2 below.

5.17 Liens and Stop Notices. Until a Certificate of Completion has been issued for that particular phase of construction, and subject to Developer’s ability to dispute payment applications submitted by contractors, as permitted by California Civil Code sections 8800 and 8812, Developer shall not allow to be placed on th at particular Lot of the City Property or any part thereof any lien or stop notice on account of materials supplied to or labor performed on behalf of Developer. If a claim of a lien or stop notice is given or recorded affectin g the City Property or any part thereof prior to conveyance of such to Developer, Developer shall within twenty (20) days of such recording or service: (a) pay and discharge (or cause to be paid and discharged) the same; or (b) effect the release thereof by recording and delivering (or causing to be recorded and delivered) to the party entitled thereto a surety bond in sufficient form and amount; (c) provide other assurance satisfactory to City that the claim of lien or stop notice will be paid or discharged or take such other or additional action as the parties may agree in writing

5.18 Right of City to Satisfy Liens on the Property; Notice of Completion. Until a Certificate of Completion has been issued for that particular Lot , if Developer fails to satisfy o r discharge any lien or stop notice on that particular Lot of City Property or any part thereof pursuant to and within the time period set forth in Section 5.16 above, the City shall have the right, but not the obligation, to satisfy any such liens or sto p notices at Developer’s expense and without further notice to Developer and all sums advanced by City for such purpose shall be an indebtedness owed by Developer to City. In such event Developer shall be liable for and shall immediately reimburse City for such paid lien or stop notice. Alternatively, the City may require Developer to immediately deposit with City the amount necessary to satisfy such lien or claim pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Developer. Nothing contained in this Section 5.17 shall prevent Developer from challenging or contesting the validity of such liens and/or stop notices.

Developer shall file a valid notice of cessation or notice of completion upon cessation of construction work on each Lot of the City Property for a continuous period of thirty (30) days or more and shall take all other reasonable steps to forestall the assertion of claims or liens against the City Property. The City may (but has no obligation to) record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the City Property.

24 5.19 Insurance Requirements. Until such time as Developer’s const ruction obligations under this Agreement are satisfied, Developer shall maintain and shall cause its contractors to maintain all applicable insurance coverage specified in Article X.

5.20 Quarterly Performance Reporting . During construction of each phase of the Downtown Project, Developer shall submit to City a quarterly performance report within 30 days of the end of each quarter. The report shall be in the form of a narrative description of all activities performed in relation to the Downtown Project including all development activities. The report shall include a Downtown Project timeline for that particular phase , including a schedule for completing milestones and/or tasks, and indicate the status of th at phase of the Downtown Project in relation to this timeline. Developer shall provide the quarterly reports described in this Section until construction of the Downtown Project is complete.

5.21 Maintenance. Commencing upon Developer’s acquisition of each Lot of the City Property, Developer shall at its own expense, maintain th at particular Lot of the City Property and the Improvements, including the landscaping and common areas, in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable liv ing conditions in conformity with all Applicable Laws. Without limiting the foregoing, Developer agrees to maintain each Lot of the City Property and the Improvements (including without limitation, landscaping, driveways, parking areas, and walkways) after its acquisition of such in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on that particular Lot of the City Property . Developer shall prevent and/or rectify any physical deterioration of the Improvements and shall make all repairs, renewals and replacements as may be reasonably necessary to keep that particular Lot of City Property and the Improvements in good condition and repair. Developer shall also agree to enter into a landscape maintenance district, property and business improvement district, or some other mechanism to collect the funds necessary to sufficiently perform maintenance work.

5.22 Taxes and Assessments. Commencing upon Developer’s acquisition of each Lot of the City Property, Developer shall pay all real and personal property taxes, and other taxes assessed against that particular Lot of the City Property and/or the Improvements, at such times and in such manner as to prevent any lien or charge from attaching to that particular Lot of the City Property or Improvements; provided, however, Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge, the Developer, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

5.23 Designation as Point of Sale. Developer and its successors and assigns shall maintain such licenses and permits as may be required by any governmental agency to conduct taxable sales arising from any project on the City Property and, to the extent permitted by law, shall designate City as the “point of sale” for all taxable sales and lease transactions occurring from any project on the City Property in all reports to the California State Board of Equalization in accordance with the Bradley-Burns Uniform Sales and Use Tax Law (Revenue and Taxation Code 72000 et seq.), as it may be amended or substituted from time to time, and on sales tax returns to the State of California for all taxable sales occurring at any project on the City Property. 25 ARTICLE VI

CONDITION OF THE SITE; ENVIRONMENTAL MATTERS

6.1 Access to Site; Inspections. Prior to the Close of Escrow on each particular Lot , Developer and Developer’s authorized representatives may enter upon and conduct reviews and assessments of the physical and environmental condition of that particular Lot and the condition of the existing improvements. City may require Developer to execute a commercially reasonable right of entry agreement satisfactory to City prior to entry onto the City Property for such purpose and shall require Developer to provide proof of liability insurance acceptable to City.

Developer’s inspection, examination, survey and review of the City Property shall be at Developer’s sole expense. Developer shall provide City with copies of all third -party reports and test results promptly following completion of such reports and testin g. Developer hereby agrees to notify the City twenty-four (24) hours in advance of its intention to enter the City Property and will provide workplans, drawings, and descriptions of any intrusive sampling it intends to do. Developer must keep the City Property in a safe condition during its entry. Developer shall substantially repair, restore and return the City Property to its condition immediately preceding Developer’s entry thereon at Developer’s sole expense. Developer will not permit any mechanics l iens, stop notices or other liens or encumbrances to be placed against any of the Lots prior to Close of Escrow on that particular Lot, in connection with its site access and/or inspections as provided by this Section 6.1.

Without limiting any other indemnity provisions set forth in this Agreement, to the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against all Claims resulting from or arising in connection with entry upon the City Property by Developer or Developer’s agents, employees, consultants, contractors or subcontractors pursuant to this Section 6.1 except to the extent arising from the gross negligence or willful misconduct of the Indemnitees. Develop er’s indemnification obligations set forth in this Section 6.1 shall survive the Close of Escrow and the termination of this Agreement and shall be subject to the additional terms and conditions set forth in Section 10.2 below.

6.2 Environmental Disclosure. To the extent the City has possession, custody or control of investigative reports concerning the City Property, it will provide copies to Developer; but the Parties acknowledge that City will not be conducting a public records search of any regulatory agency files —although the City urges Developer to do so to satisfy itself regarding the environmental condition of the City Property. By execution of this Agreement, Developer: (i) acknowledges its receipt of the foregoing notice respecting the environmental condition of the City Property; (ii) acknowledges that it will have an opportunity to conduct its own independent review and investigation of the City Property prior to the Close of Escrow; and (iii) agrees to rely solely on its own experts in assessing the environmental condition of the City Property and its sufficiency for its intended use.

6.3 Property Sold and Conveyed “AS IS.” Developer specifically acknowledges that the City is selling and Developer is purchasing the City Property on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS” basis and that Developer is not relying on any representations or warranties of any kind whatsoever, express or implied, from City, its employees, board members, agents, or brokers as to any matters concerning the City Property. The City makes no representations or warranties as to any matters concerning the City Property, including without limitation: (i) the

26 quality, nature, adequacy and physical condition of the City Property or the improvements (if any) located thereon , including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities, and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, (ii) the quality, na ture, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the City Property, (iv) the development potential of the City Property , and the use, ha bitability, merchantability, or fitness, suitability, value or adequacy of the City Property for any particular purpose, (v) the zoning or other legal status of the City Property or any other public or private restrictions on use of the City Property , (vi) the compliance of the City Property or its operation with any Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous Material , substances or wastes on, under or about the City Property or the adjoining or neighboring property; (viii) the quality of any labor and materials used in any improvements on the City Property, (ix) the condition of title to the City Property, (x) the leases, service contracts, or other agreements (if any) affecting the City Property, or (xi) the economics of the operation of the City Property.

6.4 Developer to Rely on Own Experts. Developer understands that notwithstanding the delivery by Ci ty to Developer of any materials, including, without limitation, third party reports, Developer will rely entirely on Developer’s own experts and consultants and its own independent investigation in proceeding with the acquisition of the City Property.

6.5 Release by Developer. Effective upon the Close of Escrow for the final Lot of the City Property , Developer WAIVES, RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Indemnitees and any person acting on behalf of the City, from any and all Claims, direct or indirect, known or unknown, foreseen or unforeseen, which Developer now has or which may arise in the future on account of or in any way arising out of or in connection with the physical condition of the City Property, the presence of Hazardous Materi al in, on, under or about the City Property , or any law or regulation applicable thereto including, without limiting the generality of the foregoing, all Environmental Laws.

DEVELOPER ACKNOWLEDGES THAT DEVELOPER IS FAMILIAR WITH 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.

BY INITIALING BELOW, DEVELOPER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE:
27 Developer’s initials: _____________

Notwithstanding the foregoin g, the releases and waivers set forth in Sections 6.1 through 6.5 , inclusive, shall not relieve City of its liability for (a) any breach of City’s Representations; (b) any breach of any of City’s covenants in this Agreement that expressly survive the Closing; and/or (c) City’s fraud or willful misconduct in connection with the Property or this Agreement.

6.6.1 City’s Post-Closing Obligations. City hereby covenants and agrees that after Close of Escrow on each particular Lot it will cooperate with De veloper’s reasonable requests to cause the removal of certain of-record easements and other encumbrances that burden the Property, to the extent that they may hamper or impede development of the Project. This obligation shall survive the Close of Escrow.

6.6.2 Developer’s Post-Closing Obligations. Developer hereby covenants and agrees that:

(a) Developer shall not knowingly permit the City Property, or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Material or otherwise knowingly permit the presence or release of Hazardous Material in, on, under, about or from the City Property with the exception of limited amounts of cleaning supplies and other materials customarily used in construction, use or maintenance of commercial properties and related parking facilities similar in nature to the Project, and used, stored and disposed of in compliance with Environmental Laws.

(b) Developer shall keep and maintain the City Property and each portion thereof in compliance with and shall not cause or permit the Downtown Project or the City Property, or any portion of the foregoing to be in violation of, any Environmental Laws.

(c) Upon receiving actual knowledge of the same, Developer shall immediately advise City in writing of: (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer, or the Property pursuant to any applicable Environmental Laws; (ii) any and all claims made or threatened by any third party against the Developer or the City Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Material; (iii) the presence or release of any Hazardous Material in, on, under, about or from the Property; or (iv) Developer’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Project classifie d as “Border Zone Property” under the provisions of California Health and Safety Code, Sections 25220, et seq., or any regulation adopted in connection therewith, that may in any way affect the City Property pursuant to any Environmental Laws or cause it or any part thereof to be designated as Border Zone Property. The matters set forth in the foregoing clauses (i) through (iv) are hereinafter referred to as “Hazardous Materials Claims”). The City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claim.

(d) Developer shall permit City to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Developer.

28 6.7 Environmental Indemnity. To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold Indemnitees harmless from and against all Claims resulting, arising, or based directly or indirectly in whole or in part, upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Material on, under, in or about the City Property, or the transportation of any such Hazardous Material to or from, the City Property, or (ii) the failure of Developer, Developer’s employees, agents, contractors, subcontractors, or any person acting on behalf of or as the invitee of any of the foregoing to comply with Environmental Laws, except to the extent caused by the City’s gross negligence or willful misconduct. The foregoing indemnity shall further apply to any residual contamination in, on, under or about the City Property or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with Environmental Laws.

Developer’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Docum ent; (ii) any extensions of time for performance required by any City Document; (iii) the accuracy or inaccuracy of any representation and warranty made by Developer under this Agreement or by Developer or any other party under any City Document, and (iv) the release of Developer or any other person, by City or by operation of law, from performance of any obligation under any City Document.

The provisions of this Section 6.7 shall be in addition to any and all other obligations and liabilities that Developer may have under applicable law, and each Indemnitee shall be entitled to indemnification under this Section without regard to whether City or that Indemnitee has exercised any rights against the City Property or any other security, pursued any rights against any guarantor or other party, or pursued any other rights available under the City Documents or applicable law. The obligations of Developer to indemnify the Indemnitees under this Section shall survive any foreclosure proceeding, any foreclosure s ale, and any delivery of any deed in lieu of foreclosure. Developer’s indemnification obligations under this Section shall not extend to Claims to the extent arising from the gross negligence or willful misconduct of the Indemnitees and are subject to the additional terms set forth in Section 10.2 below.

6.8 No Limitation. Developer hereby acknowledges and agrees that Developer’s duties, obligations and liabilities under this Agreement are in no way limited or otherwise affected by any information the City may have concerning the Property and/or the presence in, on, under or about the Property of any Hazardous Material, whether the City obtained such information from the Developer or from its own investigations.

6.9 Definitions.

6.9.1 “Hazardous Material” means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a “hazardous substance”, “hazardous material”, “hazardous waste”, “extremely hazardous waste”, infectious waste”, toxic substance”, toxic pollutant”, or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carci nogenicity, or toxicity. The 29 term “hazardous material” shall also include asbestos or asbestos -containing materials, radon, chrome and/or chromium, polychlorinated biphenyls, petroleum, petroleum products or by - products, petroleum components, oil, mineral spirits, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable as fuel, perchlorate, and methyl tert-butyl ether, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws.

6.9.2 “Environmental Laws” means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations or directives, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Material, or the protection of the environment or human, plant or animal h ealth, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601), the Hazardous Materials Transportation Act (4 9 U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Oil Pollution Act (33 U.S.C. § 2701 et seq.), the Emergency Planning and Community Right -to-Know Act (42 U.S.C. § 11001 et seq .), the Porter-Cologne Water Quality Control Act (Cal. Water Code § 13000 et seq.), the Toxic Mold Protection Act (Cal. Health & Safety Code § 26100, et seq.), the Safe Drinking Water and Toxic Enforcement Act of 1986 (Cal. Health & Safety Code § 25249.5 et seq.), the Hazardous Waste Control Act (Cal. Health & Safety Code § 25100 et seq .), the Hazardous Materials Release Response Plans & Inventory Act (Cal. Health & Safety Code § 25500 et seq.), and the Carpenter- Presley-Tanner Hazardous Substances Account Act (Cal.

Health and Safety Code, Section 25300 et seq.).

ARTICLE VII

LIMITATIONS ON CHANGE IN OWNERSHIP, MANAGEMENT

AND CONTROL OF DEVELOPER

7.1 Identity of Developer; Changes Only Pursuant to this Agreement. Developer and its Key Principals have represented that they possess the necessary expertise, skill and ability to carry out the development of the Downtown Project pursuant to this Agreement. The qualifications, experience, financial capacity and expert ise of Developer and its Key Principals are of particular concern to the City. It is because of these qualifications, experience, financial capacity and expertise that the City has entered into this Agreement with Developer. No voluntary or involuntary successor, assignee or transferee of Developer shall acquire any rights or powers under this Agreement, except as expressly provided herein.

7.2 Prohibition on Transfer. Prior to City’s issuance of final certificates of occupancy or equivalent for each particular Lot of the Project, Developer shall not, except as expressly permitted by this Agreement, directly or indirectly voluntarily involuntarily or by operation of law make or attempt any total or partial sale, transfer, conveyance, encumbrance, ass ignment (including without limitation, any assignment for security purposes) or lease (collectively, “Transfer”) of the whole or any part of that particular Lot of the Downtown Project, or this Agreement, without the prior written

30 approval of City which approval shall not be unreasonably withheld. Any such attempt to assign this Agreement without the City’s consent shall be null and void and shall confer no rights or privileges upon the purported assignee. In addition to the foregoing, prior to City’s issuance of final certificates of occupancy or equivalent for the Project, except as expressly permitted by this Agreement, Developer shall not undergo any significant change of ownership without the prior written approval of City. For purposes of this Agreement, a “significant change of ownership” shall mean a transfer of the beneficial interest of more than twenty -five percent (25%) in aggregate of the present ownership and /or control of Developer, taking all transfers into account on a cumulative basis.

7.3 Permitted Transfers.

7.3.1. Notwithstanding any contrary provision hereof, the prohibitions set forth in this Article shall not be deemed to prevent: (a) conveyance of any Lot of the Downtown Project after certificate of completion is issued for that particular Lot , (b) the granting of temporary easements or permits to facilitate development of the City Property ; (c) the dedication of any property required pursuant to this Agreement; (d) the lease or rental of commercial and retail space in the Downtown Project, (e) assignments creating security interests for the purpose of financing the acquisition of the City Property or the construction or permanent financing of the Downtown Project, as may be approved by the City, and subject to the requirements of Article VIII, or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (f) a Transfer to an entity under the direct control of or under common control with Developer, a Key Principal, or Affiliate; (g) a Transfer to a limited partnership (or a limited liability company) in which Developer, a Key Principal, or an Affiliate of Developer is the managing general partner (or managing member); (h) the admission of limited partners (or non-managing members), and any transfer of limited partnership (or non -managing member) interests in accordance with Developer’s agreement of limited partnership or limited liability company operating agreement, as applicable; (i) transfers by individu al shareholders or members of Developer, or any of its Key Principals for estate planning purposes; or (j) the removal of the general partner (or managing member) of Developer by the investor limited partners (or non -managing members) for a default under D eveloper’s partnership agreement (or limited liability company operating agreement), provided that the replacement general partner (or managing member) is an entity reasonably satisfactory to City. Developer shall provide notice to City of the occurrence of a Permitted Transfer within ten (10) business days after such Permitted Transfer. Notwithstanding the above, Developer may partner with a third party, who may hold a more than fifty percent (50%) partnership interest, whether as a general or limited partner, in such venture for the purposes of developing Lot 2 only.

7.3.2 To the extent that any Lot of the City Property is leased at time prior to the recording of the Certificate of Completion for that particular Lot as permitted by Section 7.3.1(b) of this Agreement, the lease documents shall require the lessee to provide a commercially - reasonable estoppel to City at any time, and from time to time, within fifteen (15) days after receipt of written request from City to Developer, certifying that (i) the lease is in full force and effect and binding on the parties (if such be the case), (ii) the lease has not been modified or amendment, or if so amended, identifying the amendments, and (iii) Developer is not in default in the performance of its obligations under the lease, or if in default, describing the nature of any such defaults. In the 31 event that the relevant lease is terminated, Developer shall notify City within fifteen (15) business days after such termination.

7.4 Requirements for Proposed Transfers. City will consent to a proposed Transfer of this Agreement, the City Property , the Improvements or part thereof if all of the following requirements are met (provided however, the requirements of this Section 7.4 shall not apply to Transfers described in Section 7.3):
(i) The proposed transferee demonstrates to the City’s satisfaction that it has the qualifications, experience and financial resources necessary and adequate as may be reasonably determined by the City to competently complete and manage the Project and to othe rwise fulfill the obligations undertaken by the Developer under this Agreement.

(ii) The Developer and the proposed transferee shall submit for City review and approval all instruments and other legal documents proposed to effect any Transfer of all or any part of or interest in the City Property, the Improvements or this Agreement, including without limitation, the organizational documents and authorizing resolution of the proposed transferee, and such documentation of the proposed transferee’s qualifications and development capacity as the City may reasonably request.

(iii) The proposed transferee shall expressly assume all of the rights and obligations of the Developer under this Agreement and the other City Documents arising after the effective date of the Transfer and all obligations of Developer arising prior to the effective date of the Transfer (unless Developer expressly remains responsible for such obligations), and shall agree to be subject to and assume all of Developer’s obligations pursuant to the Conditions of Approval and all other conditions, and restrictions set forth in this Agreement. The assumption of such obligations shall be documented in an assignment and assumption agreement in form approved by City.
(iv) The Transfer shall be effectuated pursuant to a written instrument satisfactory to the City in form recordable in the Official Records.

Consent to any proposed Transfer may be given by the City’s Authorized Representative unless the Authorized Representative, in his or her discretion, refers t he matter of approval to the City Council. If the City has not rejected a proposed Transfer or requested additional information regarding a proposed Transfer in writing within thirty (30) days following City’s receipt of written request by Developer, the proposed Transfer shall be deemed approved.

7.5 Effect of Transfer without City Consent.

7.5.1 In the absence of specific written agreement by the City, no Transfer by Developer shall be deemed to relieve the Developer or any other party from any obligation under this Agreement.

7.5.2 It shall be an Event of Developer Default hereunder entitling City to pursue remedies including without limitation, termination of this Agreement if without the prior written approval of the City, Developer assigns or Transfers this Agreement, the Improvements, or the City Property, or any part thereof or interest therein, or undertakes any other Transfer (including without

32 limitation any assignment for security or encumbrance of the Property or any part thereof) in violation of Article VII. This Section 7.5.2 shall not apply to Transfers described in Section 7.3).

7.6 Recovery of City Costs. Within ten (10) days following City’s delivery to Developer of an invoice detailing such costs, Developer shall reimburse City for all City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer of this Agreement, the City Property or the Improvements, or part thereof or interest therein, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee.

7.7 Termination of Transfer Restrictions on Project Completion . After the Completion Date, or certificate of occupancy, which ever is sooner or upon Developer’s Transfer of the Project to a third party, Developer shall have no further obligations or liabilities under this Agreement except with respect to matters arising during such Developer’s period of ownership of the City Property, which matters expressly survive the termination or expiration of this Agreement.

ARTICLE VIII

SECURITY FINANCING AND RIGHTS OF MORTGAGEES

8.1 Mortgages and Deeds of Trust for Development. Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the City Property or the Improvements only for the purpose of securing loans for the purpose of financing the acquisition of the City Property , the design and construction of the Improvements, and other expenditures reasonably necessary for the development of the Project p ursuant to this Agreement. Developer shall not enter into any conveyance for such financing without the prior written approval of the City, provided by the City’s Authorized Representative or his or her designee, which shall not be unreasonably withheld, conditioned, or delayed. As used herein, the terms “mortgage” and “deed of trust” shall mean any security instrument used in financing real estate acquisition, construction and land development.

8.2 Holder Not Obligated to Construct. The holder of any mort gage or deed of trust authorized by this Agreement shall not be obligated to complete construction of any portion of the Downtown Project or to guarantee such completion. Nothing in this Agreement shall be deemed to permit or authorize any such holder to devote the City Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses, or improvements provided for or authorized by this Agreement.

8.3 Notice of Default and Lender Right to Cure. Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the City Property or the Improvements, provided that City has been provided with the address for d elivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the right, but not the obligation, at its option, to cure or remedy any such default or breach 33 within the cure period provided to Developer. In the event that possession of the City Property or the Improvements (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the City Property or Improvements, as applicable, within the applicable cure period, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure or remedy. A holder who chooses to exercise its right to cure or remedy a default or breach shall first notify City of its intent to exercise such right prior to commencing to cure or remedy such default or breach. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction of any portion of the Downtown Project (beyond the extent necessary to conserve or protect the same) without first having expressly assumed in w riting Developer’s obligations to City under this Agreement. The holder in that event must agree to complete, in the manner provided in this Agreement, the portion of the Downtown Project encompassed by the Lot which the holder holds an interest to and the Improvements and submit evidence reasonably satisfactory to City that it has the development capability on staff or retainer and the financial capacity necessary to perform such obligations. Any such holder properly completing any portion of the Downtown Project pursuant to this Section shall assume all rights and obligations of Developer under this Agreement.

8.4 Failure of Holder to Complete Improvements. In any case where, six (6) months after default by Developer in completion of construction of any phase of the Downtown Project, the holder of record of any mortgage or deed of trust has not exercised its option to construct that portion of the Downtown Project, or having first exercised such option, has not proceeded diligently with such work, City s hall be afforded those rights against such holder that it would otherwise have against Developer under this Agreement.

8.5 City Right to Cure Defaults. In the event of a breach or default by Developer under a mortgage or deed of trust secured by the City Property or the Improvements, City may cure the default, without acceleration of the subject loan, following prior notice thereof to the holder of such instrument and Developer. In such event, Developer shall be liable for, and City shall be entitled to reimbursement from Developer for all costs and expenses incurred by City associated with and attributable to the curing of the default or breach.

8.6 Holder to be Notified. Developer agrees to use best efforts to ensure that each term contained herein dealing with security financing and rights of holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged and accepted in writing by the holder prior to its creating any security right or interest in the City Property or the Improvements.

8.7 Modifications to Agreement. City shall not unreasonably withhold its consent to modifications of this Agreement requested by Downtown Project lenders or investors provided such modifications do not alter City’s substantive rights and obligations under this Agreement.

8.8 Estoppel Certificates. Either Party shall, at any time, and from time to time, within fifteen (15) days after receipt of written request from the other Party, execute and deliver to such Party a written statement certifying that, to the knowledge of the certifying Party: (i) this Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), (ii) this Agreement has not been amended or modified, or if so amended, identifying the amendments, and (iii) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature of any such defaults.

34 ARTICLE IX

DEFAULTS, REMEDIES AND TERMINATION

9.1 Event of Developer Default. The following events shall constitute an event of default on the part of Developer hereunder (“Event of Developer Default”):
(a) Developer fails to commence or complete construction of each phase of the Downtown Project within the time period s set forth in Section 5.1, or subject to Force Majeure, abandons or suspends construction of any phase of the Downtown Project prior to completion for a period of one-hundred and twenty (120) days or more;

(b) A Transfer occurs, either voluntarily or involuntarily, in violation of Article VII;
(c) Developer fails to maintain insurance as required pursuant to this Agreement, and Developer fails to cure such default, after notice, within five (5) days; (d) Subject to Developer’s rights pursuant to Section 5.24 above, Developer fails to pay prior to delinquency taxes or assessments due on the City Property or the Improvements, or fails to pay when due any other charge that may result in a lien on the City Property or the Improvements, and Developer fails to cure such default within twenty (20) days after notice of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon;

(e) A default arises under any loan secured by a mortgage, deed of trust or other security instrument recorded against the City Property and remains uncured beyond any applicable cure period such that the holder of such security instrument has the right to accelerate repayment of such loan;

(f) Any representation or warranty contained i n this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made and continues to be materially adverse to the City;

(g) If Developer, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”): (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due;

(h) A court of competent jurisdiction shall have made or entered any decree or order (1) adjudging Developer to be bankrupt or insolvent, (2) approving as properly filed a petition 35 seeking reorganization of Developer seeking any arrangement for Developer under bankruptcy law or any other applicable debtor’s relief law or statute of the United States or any state or other jurisdiction, (3) appointing a receiver, trustee, liquidator, or assignee of Developer in bankruptcy or insolvency or for any of its properties, or (4) directing the winding up or liquidation of Developer, in each case if such decree, order, petition, or appointment is not removed or rescinded within sixty (60) days;

(i) Developer shall have assigned its assets for the benefit of its creditors (other than pursuant to a mortgage loan) or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within sixty (60) days after such event (unless a lesser time period is permitted for cure pursuant to paragraphs (h) or (i) above or pursuant to any other mortgage on the Property, in which event such lesser time period sh all apply under this subsection as well) or prior to any sooner sale pursuant to such sequestration, attachment, or execution; (j) Developer shall have voluntarily suspended its business or Developer shall have been dissolved or terminated;
(k) An event of material default arises under any City Document and remains uncured beyond any applicable cure period; or

(l) Developer defaults in the performance of any term, provision, covenant or agreement contained in this Agreement other than an obligation enumerated in this Section 9.1 and unless a shorter cure period is specified for such default, the default continues for ten (10) days in the event of a monetary default or thirty (30) days in the event of a nonmonetary default after the date upon which City shall have given written notice of the default to Developer; provided however, if the default is of a nature that it cannot be cured within thirty (30) days, an Event of Developer Default shall not arise hereunder if Developer, as applicable, commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default with due diligence and in good faith to completion.

9.2 City Default. An event of default on the part of City (“Event of City Default”) shall arise hereunder if City fails to keep, observe, or perform any of its covenants, duties, or obligations under this Agreement, and the default continues for a period of thirty (30) days [cure periods to mirror each other] after written notice there of from Developer to City, or in the case of a default which cannot with due diligence be cured within sixty (60) days, City fails to commence to cure the default within sixty (60) days of such notice and thereafter fails to prosecute the curing of such default with due diligence and in good faith to completion.

9.3 City’s Right to Terminate Agreement. If an Event of Developer Default shall occur and be continuing beyond any applicable cure period, then City shall, in addition to other rights available to i t under law or this Agreement, have the right to terminate this Agreement. If City makes such election, City shall give written notice to Developer and to any mortgagee entitled to such notice specifying the nature of the default and stating that this Agr eement shall expire and terminate on the date specified in such notice, and upon the date specified in the notice, this Agreement and all rights of Developer under this Agreement, shall expire and terminate.

36 9.4 City’s Remedies and Rights Upon an Event of Developer Default. Upon the occurrence of an Event of Developer Default and the expiration of any applicable cure period, City shall have all remedies available to it under this Agreement or under law or equity, including, but not limited to the following , and City may, at its election, without notice to or demand upon Developer, except for notices or demands required by law or expressly required pursuant to the City Documents, exercise one or more of the following remedies:
(a) Seek specific performance to enforce the terms of the City Documents; (b) Terminate this Agreement pursuant to Section 9.3 and recover the Property; and
(c) Pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of the City Documents and City’s rights thereunder.

9.5 Developer’s Remedies Upon an Event of City Default. Upon the occurrence of an Event of City Default, Developer may, at its election, exercise one or more of the following remedies: (a) bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, (b) terminate this Agreement, and/or (c) pursue any and all other remedies available under this Agreement or under law or equity to enforce the terms of this Agreement and Developer’s rights hereunder.

9.6 Remedies Cumulative; No Consequential or Punitive Damages. Except as otherwise expressly stated in this Agreement, 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 time, of any other rights or remedies for the same or any other default by the other Party. Notwithstanding anything to the contrary contained in this Agreement, the Parties each expressly waive all rights to seek or recover consequential or punitive damages in connection with any default in the performance of this Agreement, or breach thereof.

9.7 Inaction Not a Waiver of Default. No failure or delay by either Party in asserti ng any of its rights and remedies as to any default shall operate as a waiver of such default or of any such rights or remedies, nor deprive either Party of its rights to institute and maintain any action or proceeding which it may deem necessary to protec t, assert or enforce any such rights or remedies in the same or any subsequent default.

9.8 Power of Termination. If following conveyance of any of the Lots of the City Property to Developer, Developer (i) fails to begin construction of th at particular Lot o f the Downtown Project within the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, (ii) abandons or suspends construction work for a period of sixty (60) days after written notice from City, (iii) fails to complete construction of that particular Lot of the Downtown Project by the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers that Lot of the City Property or part thereof or this Agreement in violation of Article VII, the City may re-enter and take 37 possession of that particular Lot of the City Property or any portion thereof with all improvements thereon without payment or compensation to Developer, and revest in the City the estate theretofore conveyed to the Developer. The interest created pursuant to this Section 9.8 shall be a “power of termination” as defined in California Civil Code Section 885.010, and shall be separate and distinct from the City’s option to purchase that particular Lot of the City Property under the same or similar conditions specified in Section 9.9. City’s rights pursuant to this Section 9.8 shall not defeat, render invalid or limit any mortgage or deed of trust permitted by this Agreement or any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deeds of trust.

Upon revesting in the City of title to the particular Lot of the City Property or any portion thereof as provided in this Section 9.8, the City shall use its best efforts to resell the Lot of the City Property or applicable portion thereof and as soon as possible, in a commercially reasonable manner to a qualified and responsible pa rty or parties (as determined by the City) who will assume the obligation of completing and operating th at portion of the Downtown Project in accordance with the uses specified for such property in this Agreement and in a manner satisfactory to the City.

Upon such resale of the particular Lot of the City Property or any portion thereof, the sale proceeds shall be applied as follows:
(a) First, to reimburse the City for all costs and expenses incurred by City, including but not limited to salaries of personnel and legal fees incurred in connection with the recapture and resale of the particular Lot of the City Property; all taxes and assessments payable prior to resale, and all applicable water and sewer charges; any payments necessary to discharge any encumbrances or liens on the particular Lot of the City Property at the time of revesting of title thereto in the City or to discharge or prevent from attaching any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the completion of the Project or any part thereof on the particular Lot of the City Property; and any other amounts owed to the City by Developer and its successors or transferee pursuant to the City Documents or otherwise.

(b) Second, to reimburse the City for damages to which it is entitled under this Agreement by reason of the Developer’s default (which shall not include consequential or punitive damages).

(1) The payment made to the City for that particular Lot of the City Property; plus

(2) The fair market value of any new improvements constructed by Developer and existing on that particular Lot of the City Property at the time of City’s exercise of its rights under this Section; less

(3) Any gains or income withdrawn or made by the Developer from that particular Lot of the City Property or applicable portion thereof or the improvements thereon.

Notwithstanding the foregoing, the amount calculated pursuant to this subsection (c) shall not exceed the fair market value of that particular Lot of the City Property or applicable portion

38 thereof, together with the improvements thereon as of the date of the default or failure which gave rise to the City’s exercise of the power of termination.

(4) Any balance remaining after such reimbursements shall be retained by the City.

The rights established in this Section 9.8 are to be interpreted in light of the fact that the City will convey each particular Lot of the City Property to the Developer for completion of the Project as specified herein and not for speculation.

Notwithstanding anything in this Section 9.8, if City gives notice to Developer of a breach, City shall send a copy of the notice to each holder of record of any deed of trust on the portion of the Property in which Developer has a legal interest ("Financier"), provided that the Financier has given prior written notice of its name and mailing address to City and the notice makes specific reference to this section. The copies shall be sent by United States mail, reg istered or certified, postage prepaid, return receipt requested, and shall be deemed received upon the third (3rd) day after deposit.

Each Financier that has given prior notice to City pursuant to this section shall have the right, at its option and insofar as the rights of City are concerned, to cure any such breach within eighteen (18) days after the giving of the notice by City. If such breach cannot be cured within such time period, the Financier shall have such additional period as may be reasonably required to cure the same, provided that the Financier gives notice to City of its intention to cure and commences the cure within eighteen (18) days after giving of the notice by City and thereafter diligently prosecutes the same to completion. City shall not commence legal action against Developer by reason of Developer's breach without allowing the Financier to cure the same as specified herein. Notwithstanding any cure by Financier, this Agreement shall be binding and effective against the Financier and every owner of the Property, or part thereof, whose title thereto is acquired by foreclosure, trustee sale or otherwise; provided, however, Financier and such owner shall not be responsible for any matters that occurred prior to their acquisition of the Project.

9.9 Option to Purchase, Enter and Possess Upon Default . The City shall have the additional right at its option to purchase, enter and take possession of that particular Lot of the City Property with all improvements thereon (the “ Repurchase Option”), if after conveyance of the Property, Developer (i) fails to begin construction of the Project on that particular Lot within the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, (ii) abandons or suspends construction of that particular Lot of the Downtown Project for a period of sixty (60) days after written notice from City, (iii) fails to complete construction of the Project by the time specified in Section 5.1 as such date may be extended pursuant to the terms hereof, or (iv) directly or indirectly, voluntarily or involuntarily Transfers the City Property or part thereof or this Agreement in violation of Article VII. If it exercises Repurchase Option A, the City shall pay to the Developer cash in an amount equal to:
(i) The Purchase Price; plus

39 (ii) The fair market value of solely any new improvements constructed on the particular Lot of the City Property by Developer and existing on the particular Lot of the City Property at the time of exercise of the Option; less

(iii) Any gains or income withdrawn or made by the Developer from the applicable Lot of the City Property or the improvements thereon; less

(iv) The value of any liens or encumbrances on the applicable Lot of the City Property which the City assumes or takes subject to; less

(v) Any amounts owed to the City by Developer and its successors or transferee pursuant to the City Documents or otherwise; less

(vi) All taxes, assessments and utility charges payable with respect to the applicable Lot of the City Property for the period prior to the date the City acquires title to the applicable Lot of the City Property; less

(vii) The amount of any payments necessary to discharge or prevent from attaching any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; less

(viii) Any damages to which the City is entitled under this Agreement by reason of Developer’s default.

In order to exercise the Repurchase Option, the City shall give Developer written notice of such exercise, and Developer shall, within thirty (30) days after receipt of such notice, provide City with a summary of all of Developer’s costs incurred as described in this Section 9.9. Within thirty (30) days of City’s receipt of such summary, City shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 9.9, and Developer shall execute and deposit into such escrow a grant deed transferring to City all of Developer’s interest in the applicable Lot of the City Property , or portion thereof, as applicable, and the improvements located thereon.

9.10 Memorandum of Power of Termination/Option to Purchase. The Parties shall cause a memorandum of the rights granted the City in Sections 9.8 and 9.9 of this Agreement to be recorded in the Official Records at the time of the Close of Escrow for conveyance of each particular Lot of the City Property to Developer. In addition, the rights afforded City pursuant to Sections 9.8 and 9.9 may be described in the Grant Deed.

9.11 Rights of Mortgagees. Any rights of the City under this Article IX shall not defeat, limit or render invalid any mortgage or deed of trust permitted by this Agreement or any rights provided for in this Agreement for the protection of holders of such instruments. Any conveyance or return of a particular Lot of the City Property to the City pursuant to this Article IX shall be subject to mortgages and deeds of trust permitted by this Agreement.

9.12 Prohibition on Assignment. The City shall not have the right to assign the Repurchase Option to any other governmental entity or private party.

40 ARTICLE X

INDEMNITY AND INSURANCE

10.1 Indemnity. To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold the Indemnitees harmless from and against any and all Claims (incl uding without limitation, Claims arising from any injury, death, illness, property damage, or loss of property) arising directly or indirectly, in whole or in part, as a result of or in connection with the development, construction, improvement, operation, ownership or maintenance of the Downtown Project or the City Property, or any part thereof by Developer or Developer’s contractors, subcontractors, agents, employees or any other party acting for or on behalf of Developer, or otherwise arising out of or i n connection with Developer’s performance or failure to perform under this Agreement, including without limitation, Claims arising or alleged to have arisen in connection with any violation of Applicable Laws in connection with the development, operation or management of the Project, or relating to approval of the Project or approval of this Agreement. Developer’s indemnification obligations under this Section 10.1 shall not extend to Claims to the extent arising from the gross negligence or willful miscon duct of Indemnitees and are subject to the additional terms set forth in Section 10.2 below. The provisions of this Section 10.1 shall survive the expiration or earlier termination of this Agreement. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement. Notwithstanding the above, no duty to indemnify shall arise for third party claims arising from the negotiation or execution of this Agreement.

10.2 Terms Applicable to Indemnity Provisions. The terms set forth in this Section

10.2 shall apply to all provisions of this Agreement that pertain to Developer’s obligations to indemnify City and the other Indemnitees, including without limitation, Sections 5.11, 5.14,

5.15, 6.1, 6.7, 10.1, and 11.1. In connection with each such provision, all of the following shall apply:
(a) City does not and shall not waive any rights against Developer that it may have by reason of any indemnity and hold harmless provision set forth in this Agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insur ance policies described in this Agreement.
(b) Developer’s obligation to indemnify the Indemnitees shall not be limited or impaired by any of the following: (i) any amendment or modification of any City Document; (ii) any extensions of time for performance r equired by any City Document; (iii) the accuracy or inaccuracy of any representation and warranty made by Developer under this Agreement or by Developer or any other party under any City Document, and (iv) the release of Developer or any other person, by City or by operation of law, from performance of any obligation under any City Document.
41 10.3 Liability, Workers Compensation, and Property Insurance. (a) Commercial General Liability . Developer (and until issuance of the final certificate of occupancy or equivalent for the Project all contractors working on behalf of Developer on the Project) shall maintain a commercial general liability policy including coverage for bodily injury, property damage, products, completed operations and contractual liabilit y coverage with coverage limits in the greater of: (a) the amounts required by the construction and permanent lenders for the Project, or (b) Two Million Dollars ($2,000,000) each occurrence, Two Million Dollars ($2,000,000) annual aggregate, together wit h Five Million Dollars ($5,000,000) excess liability coverage, or such other policy limits as City may require in its reasonable discretion. Such policy or policies shall be written on an occurrence basis and shall name the Indemnitees as additional insureds.

(b) Automobile. Developer (and until issuance of the final certificate of occupancy or equivalent for the Project all contractors working on behalf of Developer on the Project) shall maintain a comprehensive automobile liability coverage in the amount of Two Million Dollars ($2,000,000), combined single limit including coverage for owned and nonowned vehicles. Automobile liability policies shall name the Indemnitees as additional insureds.

(c) Worker’s Compensation; Employer’s Liability. Developer shall furnish or cause to be furnished to City evidence satisfactory to City that Developer, and any contractor with whom it has contracted for the performance of work on the Property or otherwise pursuant to this Agreement, carries statutory Workers’ Compensati on insurance and Employer’s Liability insurance in a minimum amount of Two Million Dollars ($2,000,000) per accident.

(d) Builder’s Risk. On or before the Commencement Date and continuing until issuance of the final certificate of occupancy or equivalent for the Project, Developer and all contractors working on behalf of Developer shall maintain a policy of builder’s all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee as its interests may appear in an amount to be approved by the City.

(e) Professional Liability/Errors and Omissions . Professional Liabilit y/Errors and Omissions insurance as appropriate for design/build operations with limits not less than Two Million Dollars ($2,000,000) each claim. If the professional liability/errors and omissions insurance is written on a claims made form: (i) the retro active date must be shown and must be before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Project construction, and (iii) if coverage is cancelled or non -renewed and not replaced with another claims made policy form with a retroactive date prior to the Effective Date, Developer must purchase extended period coverage for a minimum of three (3) years after completion of construction.

(f) Property. From and after closing on each particular Lot of the City Property, and through the Completion Date, Developer shall maintain property insurance covering all risks of loss including earthquake (if required) and flood (if required) for 100% of the replacement value of that particular Lot with deductible, if any, in an amount acceptable to City, naming City as loss payee as its interests may appear.

42 (g) Insurance Providers. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A: VII. (h) Evidence of Insurance; Endorsements; Policies . From and after closing on each Lot of
the City Property, and through the Completion Date, Developer shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (a), (b), (c), and (e) above, duly executed endorsements evidencing the In demnitees’ status as additional insured, and all other endorsements and coverage required hereunder pertaining to such coverage. Prior to the Commencement Date, Developer shall furnish City with certificates of insurance and endorsements in form acceptabl e to City evidencing the insurance coverage required under paragraph (d) above.

All insurance certificates shall contain a statement of obligation on the part of the carrier to notify City of any material adverse change, cancellation, termination or no n-renewal of the coverage at least thirty (30) days in advance of the effective date of any such material adverse change, cancellation, termination or non -renewal. Upon City’s request, Developer shall, within thirty (30) days of the request, provide or ar range for the insurer to provide to City, complete certified copies of all insurance policies required under this Agreement. City’s failure to make such request shall not constitute a waiver of the right to require delivery of the policies in the future.

(i) Reinstatement. If any insurance policy or coverage required hereunder is canceled or reduced, Developer shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Developer’s expense, and Developer shall promptly reimburse City for such expense upon receipt of billing from City.

(j) Primary Coverage; Waiver of Subrogation; Annual Aggregate Limits. All coverage shall be primary insurance and shall not be contributing with any insurance, or self insurance maintained by City, and the policies shall so provide. Each insurance policy shall contain a waiver of subrogation for the benefit of the City. If any of the required insurance is provided under a form of coverage that includes an annual aggreg ate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the occurrence limits specified above. (k) Deductibles/Retentions. Any deductibles or self-insured retentions shall be declared to, and be subject to the approval by, City’s Risk Manager, which approval shall not be unreasonably withheld, conditioned, or delayed. To the extent that payment of deductibles or self-insured retentions is required as a prerequisite to a defense or indemnity being provided by an insurance carrier, such shall be funded by Developer.
43 (l) Adjustments. The limits of the liability coverage and, if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstances that may include increases in the cost of construction that may impact builders’ risk or c asualty coverage(s). City shall give written notice to Developer of any such adjustments, and Developer shall provide City with amended or new insurance certificates or endorsements evidencing compliance with such adjustments within thirty (30) days follo wing receipt of such notice.

(m) Additional Insured Coverage; Liability Limits. For all liability insurance required by this Agreement, Developer (and Developer’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Developer (and Developer’s contractors) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Developer (or Developer’s contractors, as a pplicable), but in no event less than the minimum amounts specified in this Agreement. In the event that Developer (or Developer’s contractors as applicable) obtains insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement.

Nothing contained in this Article X shall prohibit Developer from satisfying its insurance obligations by means of an Owner Controlled Insurance Program, provided that the coverage under such policy satisfies the minimum requirements herein and is approved by the City.

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 No Brokers. Each Party warrants and represents to the other that no person or entity can properly claim a right to a real estate commission, brokerage fee, finder’s fee, or other compensation with respect to the transactions contemplated by this Agreement. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or liabilities arising in connection with a breach of this warranty and representation. The terms of this Section shall survive the close of escrow and the expiration or earlier termination of this Agreement.

11.2 Enforced Delay; Extension of Times of Performance. The time for performance of provisions of this Agreement by either Party shall be extended for a period equal to the period of any delay directly affecting the Project or this Agreement which is caused by any of the following (“Force Majeure”): war, insurrection, strikes, lockouts or other labor disturbances, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, epidemics, pandemics, quarantine restrictions, freight embargoes, lack of transportation, court order, suits or litigation filed by unrelated third parties concerning or arising out of this Agreement, provided the Party subject to such litigation is actively mounting a defense to such litigation; unusually severe weather

44 conditions; inability to secure necessary materials, provided that the Party claiming such as an event of Force Majeure has taken reasonable action to obtain such materials on a timely basis; delays resulting from changes in Applicable laws or the imposition of a development moratorium, as defined in section 66452.6(f) of the California Government Code; subject to the limitations set forth below, delays resulting from Economic Force Majeure or Hazardous Material Delay; and any other causes affecting the develop ment and/or construction of the Project which are beyond the reasonable control of the Party claiming any extension of time.

11.2.1 Notice; Duration of Force Majeure Delay . An extension of time for any of the above specified causes will be deemed gra nted only if written notice by the Party claiming such extension is sent to the other Party within sixty (60) calendar days after Developer obtains actual knowledge of the commencement of the cause. In the event that the period of Force Majeure exceeds twelve (12) months, City and Developer shall meet and confer in good faith regularly for the duration of the event to discuss mutually acceptable changes to the Project that will allow development of the Project to proceed to the extent possible notwithstand ing the event or events causing such Force Majeure.

11.2.2 Economic Force Majeure; Hazardous Material Delay. “Economic Force Majeure” means a significant decline in the real estate market during the preceding twelve (12) month period, measured on a quarterly basis. Economic Force Majeure shall commence upon Developer’s delivery of written notice to City of the Ec onomic Force Majeure (together with appropriate backup evidence). Economic Force Majeure shall continue prospectively on a quarterly basis and remain in effect until the commercial real estate market increases for three (3) successive quarters during the preceding twelve (12) month period; provided that the cumulative total Economic Force Majeure shall not exceed thirty six (36) months.

City and Developer acknowledge that, with the exception of Economic Force Majeure as defined above, adverse changes in economic conditions, either of the affected Party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing to complete the Project shall not constitute grounds of Force Majeure pursuant to this Section. Each Party expressly assumes the risk of such adverse economic or market changes and/or financial inability (not constituting Economic Force Majeure), whether or not foreseeable as of the Effective Date. Without limiting the generality of the foregoing, Developer’s inability or failure to obtain financing shall not be deemed to be a cause outside the reasonable control of the Developer and shall not be the basis for an excused delay unless such inability, failure, or delay is a result of Economic Force Majeure or another event of Force Majeure.

“Hazardous Material Delay ” means delay caused by (1) the req uirement by an environmental regulatory agency to perform investigation or remedial action beyond the segregation, characterization and proper disposal (including reuse) required by any applicable Site Management Plan for any Hazardous Materials (A) not pr eviously identified at the City Property (based on information included in the Hazardous Materials documents obtained by Developer prior to the Effective Date), (B) previously identified at the City Property , but that are encountered in a previously unidentified location or in concentrations in excess of those previously identified (each 45 based on information included in the Hazardous Materials documents obtained by Developer prior to the Effective Date), or (C) encountered in the construction of any off -site infrastructure or other improvements and not previously identified at the Property as described in clause (A) or clause (B) preceding; (2) the requirement by an environmental regulatory agency to perform investigation or remedial action for Hazardous Mat erials beyond the preparation of work plans for additional sampling or investigation, the implementation of such approved work plans and the preparation of closure reports necessary to address or obtain closure for non-CERCLA Hazardous Materials located at the City Property to the extent such investigation or remedial action is necessary to permit the uses identified in the Development Agreement; or (3) the requirement by and environmental regulatory agency to perform investigation or remedial action for Hazardous Materials that are the result of any additional remediation required at a formerly closed site by any regulatory agency due to resolution in accordance with Applicable Law by any regulatory agency of the applied remediation strategy or any change in law or regulation related to remediation standards, including without limitation any change in risk screening levels.

11.2.3 Agreement to Extend Time of Performance . Times of performance under this Agreement may also be extended in writing by the mutual agreement of Developer and City (acting in the discretion of the Authorized Representative unless he or she determines in his or her discretion to refer such matter to the City Council).

11.3 Notices. Except as otherwise specified in this Agree ment, all notices to be sent pursuant to this Agreement or any other City Document shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service.

City:

City of Santa Maria
110 E. Cook
Santa Maria, CA 93454
Attention: City Manager

Copy to:

City of Santa Maria
204 E. Cook
Santa Maria, CA 93454
Attention: City Attorney

Developer:

VERNON Property Group, LLC,
706 East Haley
Santa Barbara, CA 93103

46 Copy to:

Robert Forouzandeh, Esq.

Reicker Pfau Pyle & McRoy, LLP
1421 State Street, Suite B
Santa Barbara, CA 93101

11.4 Attorneys’ Fees. If either Party fails to perform any of its obligations under this Agreement, or if any dispute arises between the Parties concerning the meaning or interpretation of any provision hereof, then the prevailing Party in any proceeding in connection with su ch dispute shall be entitled to the reasonable costs and expenses it incurs on account thereof and in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees and disbursements, whether such action sounds in tort or contract, and irrespective of whether the action proceeds to final judgment.

11.5 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. An extension of time for performance of any obligation or act shall not be deemed an extension of the time for performance of any other obligation or act, and no extension shall be valid unless in writing and executed by the Party granting the extension. This Agreement may be amended or modified only by a written instrument executed by the Parties. For purposes of the City, any modification need not be approved by the City Council but may instead be approved at the City staff level.

11.6 Binding on Successors. Subject to the restrictions on Transfers set forth in Article VII, this Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any permitted successor and assign of such Party who has acquired an interest in compliance with this Agreement or under law.

11.7 Survival. All representations made by Developer hereunder, Developer’s obligations pursuant to Sections 5.11, 5.14, 5.15, 6.1, 6.5, 6.7, 10.1 and 11.1, and City’s rights under Section 9.8 and 9.9 , and all other provisions that expressly so state, shall survive the expiration or termination of this Agreement. Except as otherwise expressly provided in this Agreement, Developer’s obligations under this Agreement s hall cease to be effective at such time as Developer is entitled to the issuance of the Certificate of Completion.

11.8 Headings; Interpretation; Statutory References. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. All references in the City Documents to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Santa Maria shall be deemed to include the same statute, 47 regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject.

11.9 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City’s Authorized Representative or his or her designee may act on and/or approve such matter unle ss specifically provided otherwise, or unless the Authorized Representative determines in his or her discretion that such action or approval requires referral to the City Council for consideration.

11.10 Entire Agreement. This Agreement, including Exhibits A through E attached hereto and incorporated herein by this reference, together with the other City Documents, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral ag reements, understandings, representations or statements between the Parties with respect to the subject matter hereof. If the Exhibits to this Agreement are inconsistent with this Agreement, the more restrictive requirements shall control, as determined by the City’s Authorized Representative. In the event of a conflict between this Agreement and the other City Documents, the more restrictive requirements shall control, as determined by the Authorized Representative.

11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto having additional signature pages executed by the other Party. Any executed counterpart of this Agreement may be delivered to the other Party by facsimile and shall be deemed as binding as if an originally signed counterpart was delivered.

11.12 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder o f this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.

11.13 No Third-Party Beneficiaries. Except as expressly set forth herein, nothing contained in this Agreement is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

11.14 Parties Not Co-Venturers; Independent Contractor; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Developer and City is and shall remain solely that of a buyer and seller, and shall not be con strued as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Agreement) or to any third party with respect to the Project or the City financing described herein. Developer and its employees are not employees of City but rather are and shall always be considered independent contractors. Furthermore, Developer and its employees shall at no time hold themselves out as employees or agents of City. Except as City may specify in writing, Developer shall not have any authority to act as an agent of City or to bind City to any obligation.

48 11.15 Time of the Essence; Calculation of Time Periods. Time is of the essence for ea ch condition, term, obligation and provision of this Agreement. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be inclu ded and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run until the next business day. The final day of any such period shall be deemed to end at 5:00 p.m., local time at the Property. For purposes of this Agreement, a “business day” means a day that is not a Saturday, Sunday, a federal holiday or a state holiday under the laws of the State of California.

11.16 Governing Law; Venue. This Agreement shall be governe d by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws.

Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Santa Barbara County, Californ ia or in the Federal District Court for the Central District of California.

11.17 Maintenance and Inspection of Books and Records. Developer shall keep and maintain at the Property or elsewhere with City’s consent, full, complete, and adequate books, records and accounts relating to the Project, including such books, records, and accounts necessary to document Developer’s compliance with this Agreement and the City Documents.

11.18 Political Activity. None of the materials, property or services provided by City to Developer under this Agreement shall be used for any partisan political activity or the election or defeat of any candidate for public office.

11.19 Non-Liability of City Officials, Employees and Agents . No member, official, employee or agent of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to the Developer or its successor or on any obligation under the terms of this Agreement.

11.20 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in subsection (b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision- making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person’s tenure. The Developer shall exercise due diligence to ensure that the prohibition in this Section is followed. (b) In accordance with Government Code Section 1090 and the Political Reform Act, Government Code Section 87100 et seq., no person who is a director, officer, partner, tru stee or employee or consultant of Developer, or immediate family member of any of the preceding, shall make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or the Developer. Interpretation of this Section 49 shall be governed by the definitions and provisions used in the Political Reform Act, Government Code Section 87100 et seq., its implementing regulations manual and codes, and Government Code Section 1090.

SIGNATURES ON FOLLOWING PAGES.

50 IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above.

DEVELOPER:

VERNON Property Group, LLC,
a California limited liability company

___________________________________
By: Brett Vernon
Its: President

CITY:

City of Santa Maria, a municipal corporation

By: _______________________________
Alex Posada, City Manager

APPROVED AS TO FORM:

______________________________
Thomas Watson, City Attorney

Exhibit A-1
Legal Description – Lot 1

A part of Parcel 1 of Parcel Map Towncenter West II Parcel Map Tract 5522, recorded July 26, 1988, in Book 41 of Parcel Maps at pages 90 through 94, Santa Barbara County Records.

Described as the following:

Beginning at the Northwesterly corner of Parcel 7 of said Parcel Map; thence North 89° 31’ 09" West a distance of 300.60 feet along said northerly line of said Parcel; thence South 0° 9’ 30" West a distance of 151.42 feet;
thence along a curve to the right, with a radius of 94.00 feet, an arc length of 5.21 feet, through a central angle of 3°10' 26'';
thence along a curve to the left, with a radius of 106.00 feet, an arc length of 36.91 feet, through a central angle of 19°56' 56'';
thence South 0° 9’ 30" West a distance of 60.00 feet;
thence along a curve to the left, with a radius of 56.00 feet, an arc length of 22.55 feet, through a central angle of 23°04' 24'';
thence along a curve to the right, with a radius of 94.00 feet, an arc length of 10.33 feet, through a central angle of 06°17'57'';
thence South 0° 09’ 30" West a distance of 174.96 feet; thence North 89° 31’ 09" West a distance of 159.72 feet; thence North 44° 50’ 28" West a distance of 204.00 feet; thence along a curve to the left, with a radius of 14.50 feet, an arc length of 22.78 feet, through a central angle of 90°00'00'';
thence South 45° 09’ 32" West a distance of 107.35 feet; thence North 0° 08’ 49" East a distance of 200.06 feet; thence South 89° 30’ 59" East a distance of 100.18 feet; thence North 0° 17’ 14" East a distance of 200.33 feet, to the point of beginning.

(The developer/contractor is conditioned to prepare a more detailed legal description and physical survey upon application of a building permit, including setting property corners for the proposed lot.)

Exhibit A-2
Site Map – Lot 1

Exhibit A-3
Developers Representation and Project Description – Lot 1

Lot 1 – Town Center West Plaza
Project Shall Provide:

Number of Units and Square Footage
 Up to 375 apartments, micro units, condominiums, or hotels, all of which will be subject to the same zoning conditions as apartments.

Architecture/Massing
 Up to 7 story building from ground elevation that should incorporate parking, apartments and amenities to provide the highest and best use of the site.  Commercial uses shall be located toward plaza areas, and used to minimize the garage parking façade

Plazas/Gathering spaces
 Re-construction of Heritage Walk between Broadway and Lincoln Street  Additional plaza areas between Heritage Walk and the Heritage Walk Lofts (former Fallas/Mervyn’s building)
 Plaza area and pedestrian path connecting to the existing pedestrian bridge over Broadway  Rehabilitation of Lincoln Street, including sidewalk repairs, new landscape and hardscape, and resurfacing of Lincoln Street
 Ample use of landscaping, patios/gazebos, and appropriate furniture for sitting and gathering  Vernon Group will contribute to and participate in future Downtown Property and Business Improvement District or other district for maintaining enhancements and improvements in Downtown

Commercial space
 All ground floor for commercial, with exception to utility spaces, lobby for apartments  Minimum 10,000 sq. ft. for commercial uses, including minim um 5,000 sq. ft. for bar/dining/food establishments
 The use of commercial kiosks to activate paseos and plazas

Parking Concession
 On-site parking to meet the D owntown Specific Plan minimum parking ratio for residential uses
 Pedestrian connection to existing bridge providing access to Town Center parking garage  Vernon Group will engage in negotiations and be party to a new negotiated Reciprocal Easement and Access Agreement (REA) for parking and access that will govern Town Center

Exhibit A-4
Legal Description – Lot 2

A part of Parcel 4 of Central Plaza Neighborhood Development Subdivision Tract 5077, recorded January 17, 1973, in Book 79 of Maps, at pages 55 through 60, Santa Barbara County Records.

Described as the following:

Beginning at the Northwesterly corner of Parcel 4 of said Map; thence South 89° 23’ 29" East a distance of 223.88 feet along said northerly line of said Parcel; thence South 0° 01’ 05" East a distance of 72.13 feet;
thence South 0° 38’ 23" West a distance of 144.01 feet; thence South 89° 37’ 05" West a distance of 209.36 feet; thence along a curve to the right, with a radius of 15.00 feet, an arc length of 23.82 feet, through a central angle of 90°59'26'';
thence North 0° 36’ 31" East a distance of 204.76 feet, to the point of beginning.

Exhibit A-5
Site Map – Lot 2

Exhibit A-6
Developers Representation and Project Description – Lot 2

Lot 2 – Perlman Apartments
Project Shall Provide:

Number of Units and Square Footage
 Up to 160 apartments

Architecture/Massing
 Six-story building with five floors of apartments over raised podium parking and lobby

Plazas/Gathering spaces
 Pedestrian connections along the north and east frontages of the proposed building, from Central Plaza park to the intersection of Main and Broadway  Minimum 5,000 sq. ft. in landscaped courtyards for tenants  Vernon Group will contribute to and participate in future Downtown Property and Business Improvement District or other district for maintaining enhancements and improvements in Downtown

Parking Concession
 75 on-site parking spaces
 City to provide remaining parking spaces in Santa Maria Town Center at a rate consistent with the Downtown Specific Plan minus the 75 on-site spaces
 Vernon Group will engage in negotiations and be party to a new negotiated Reciprocal Easement and Access Agreement (REA) for parking and access that will govern Town Center

Affordability
(Consistent with the City’s authority and privileges in the Reciprocal Easement Agreement (REA) for Town Center)
 Overall affordability of 60 percent of Area Median Income (AMI), and may include housing units at 80, 60, 50 and 30 percent AMI
 All residential units, except for the manager’s unit, shall be income -restricted by deed for a minimum of 55 years

In order to facilitate the complexities and nuances associated with affordable housing finance, the City Manager is hereby empowered to authorize and approve a separate but related development agreement. This authorization is contingent upon the determinat ion by both the developers and affordable housing partners that such an agreement is necessary. The purpose of this provision is

to ensure that all financial and logistical aspects of affordable housing projects are comprehensively addressed, enabling the successful and timely completion of these projects.

Conditions for Authorization:

The City Manager’s authority to approve a related development agreement is subject to the following conditions:

1. Necessity: The developers and affordable housing partners mu st jointly determine that a separate agreement is essential to address specific financial or operational needs related to the affordable housing project.

2. Consistency: The proposed related development agreement must be consistent with the goals and objectives of the primary development agreement.

3. Transparency: All parties must ensure that the terms and conditions of the related development agreement are transparent and do not conflict with the primary agreement.

4. Approval Process: The related development agreement must undergo a thorough review process, including but not limited to legal, financial, and operational assessments, to ensure its viability and compliance with applicable regulations.

By including this provision, the parties acknowledge the importance of flexibility in addressing the unique challenges of affordable housing finance and commit to working collaboratively to achieve the project’s success.

Exhibit A-7
Legal Description – Lot 3

A part of Parcel 1 of Parcel Map Santa Maria Town Center East Parcel Map Tract 5561, recorded December 12, 1990, in Book 46 of Parcel Maps at pages 23 through 27, Santa Barbara County Records.

Described as the following:

Beginning at the Northwesterly corner of Parcel 1 of said Parcel Map; thence North 89° 37’ 05" East a distance of 190.00 feet along said northerly line of said Parcel; thence South 0° 23’ 38" West a distance of 95.00 feet;
thence South 89° 37’ 05" West a distance of 200.00 feet; thence North 0° 23’ 38" East a distance of 85.00 feet;
thence on a curve a distance of 15.57 feet, to the right, having a radius of 10.00 feet, to the point of beginning.

Exhibit A-8
Site Map – Lot 3

Exhibit A-9
Developers Representation and Project Description – Lot 3

Lot 3 – Alvin Newton Apartments and Firefighters Memorial Project Shall Provide:

Number of Units and Square Footage
 77-95 Apartments
 4,500-11,000 SF of Commercial and Live/work.

Architecture/Massing
 70 foot maximum height, six-story can be considered with eastward extension over existing driveway and connecting to parking garage (to avoid a narrow building mass that might not blend in with the adjacent structures)

Plazas/Gathering spaces
 Minimum 2,000 sq. ft. ground floor outdoor patio seating open to public during business hours  Roof-top patio/deck for apartment tenants only
 Vernon Group will contribute to and participate in future Downtown Property and Business Improvement District or other district for maintaining enhancements and improvements in Downtown

Commercial space
 All ground floor for commerc ial, including dining/food establishment(s), with exception to utility spaces, lobby for apartments

Signage/Monuments
 Re-establish firefighters and four-corners memorials in coordination with stakeholders

Parking Concession
 City to access to Santa Maria Town Center parking garage for use by both commercial and residential users of the Property
 City to provide parking spaces in Santa Maria Town Center at a rate of 2 spaces per unit for the residential units at the Property
 Vernon Group will engage in negotiations and be party to a new negotiated Reciprocal Easement and Access Agreement (REA) for parking and access that will govern Town Center

Infrastructure
 City will fund, design, and install the following offsite infrastructure to the lot line at mutually agreed locations;
o Water supply and Offsite Hydrants
o Sewer supply
o Any regional drainage that is not required to be treated onsite stormwater.  Developer will pay for any offsite upgrades to Electrical Infrastructure, Phone and Cable Systems, Natural Gas Infrastructure.

Exhibit A-10
Legal Description – Lot 4

A part of Parcels 19 through 28 of Thornburg’s Division recorded October, 1908, in Book 5 of Maps at pages 5 through 6, Santa Barbara County Records.

Described as the following:

Beginning at the Northwesterly corner of Parcel 19 of said Parcel Map; thence South 0° 42’ 26" West a distance of 144.65 feet along said westerly line of said Parcel;
thence South 89° 17’ 11" East a distance of 250.00 feet; thence North 0° 42’ 26" East a distance of 144.65 feet; thence North 89° 17’ 11" West a distance of 250.00 feet, to the point of beginning.

Exhibit A-11
Site Map – Lot 4

Exhibit B-1
Performance Schedule and Incentives – Lot 1

Action Performance Target Incentive with Target Met

1. Submission of
Downtown Permit
application.

Before completion of projects
on Lot 2 and Lot 3, and no
later than 12/31/2026.

Waive 50% of Planning
application fees, including
Downtown Permit and
environmental clearance
fees.

2. Approval of
Downtown Permit
application.

Within 6 months of submittal
and determination of
complete Downtown Permit
application. This time period
shall be tolled at any time
that the application has been
submitted to the City until
such time as the application
is returned by the City to the
Developer.

3. Opening of escrow for
property.

Within 30 days of approval of
Downtown Permit
application.

Payment of $50,000 deposit
to the City for the property.

4. Submission of
construction
drawings, including
grading, landscaping,
and construction
plans.

Within 12 months after
Downtown Permit approval.

Waive 50% of all Building
plan check fees. Fees shall
be vested to date of
approval of SDA.

5. Approval of
construction
drawings, including
grading, landscaping,
and construction
plans for first phase
and issuance of
building permits.

Within 6 months after receipt
by the City. Developer's
deadline to perform shall be
tolled at any time that the
application has been
submitted to the City until
such time as the application
is returned by the City to the
Developer.

Waive 50% of growth
mitigation fees for City Hall,
Consolidated Corporation
Yard, Police, Fire, Traffic,
and Library.

6. Submission of
evidence
documenting equity
capital and financing.
30 days prior to the close of
escrow.

7. Acceptance of
evidence
documenting equity
capital and financing.
30 days prior to the close of
escrow.

8. Close of escrow for
property.

Upon completion of all
conditions to close escrow.

Payment of remaining
$70,000 of purchase price.

9. Commencement of
construction.

Within 30 days after
conveyance of the property
by the City to the Developer.

10. Completion of
construction and
issuance of
certification of
occupancy.

Within 36 months after
building permit issuance.

Waive remaining 50% of
growth mitigation fees for
City Hall, Consolidated
Corporation Yard, Police,
Fire, Traffic, and Library.

Exhibit B-2
Performance Schedule and Incentives – Lot 2

Action Performance Target Incentive with Target Met

1. Submission of
Downtown Permit
application.

Within 30 days after
execution of Development
Agreement.

Waive 50% of Planning
application fees, including
Downtown Permit and
environmental clearance
fees.

2. Approval of
Downtown Permit
application.

3. Opening of escrow for
property.

Within 30 days of approval of
Downtown Permit
application.

Payment of $50,000 deposit
to the City for the property.

4. Submission of
construction
drawings, including
grading, landscaping,
and construction
plans.

Within 12 months after
Downtown Permit approval.

Waive 50% of all Building
plan check fees. Fees shall
be vested to date of
approval of SDA.

5. Approval of
construction
drawings, including
grading, landscaping,
and construction
plans for first phase
and issuance of
building permits.

Waive 50% of growth
mitigation fees for City Hall,
Consolidated Corporation
Yard, Police, Fire, Traffic,
and Library.

6. Submission of
evidence
documenting equity
capital and financing.
30 days prior to the close of
escrow.

7. Acceptance of
evidence
documenting equity
capital and financing.
30 days prior to the close of
escrow.

8. Close of escrow for
property.

Upon completion of all
conditions to close escrow.

Payment of remaining
$70,000 of purchase price.

9. Commencement of
construction.

Within 30 days after
conveyance of the property
by the City to the Developer.

10. Completion of
construction and
issuance of
certification of
occupancy.

Within 36 months after
building permit issuance.

Waive remaining 50% of
growth mitigation fees for
City Hall, Consolidated
Corporation Yard, Police,
Fire, Traffic, Library.

Exhibit B-3
Performance Schedule and Incentives – Lot 3

Action Action Performance Target Incentive with Target Met

1. Execution of
Development
Agreement, including
Phasing Plan, between
Developer and City.

Not later than 6 months after
entering exclusive
negotiating agreement.

2. Submission of
Downtown Permit
application.

Within 30 days after
execution of Development
Agreement.

Waive 50% of Planning
application fees, including
Downtown Permit and
environmental clearance
fees ($6,935 of $13,869,
subject to change).

3. Approval of Downtown
Permit application.

4. Submission of evidence
documenting equity
capital and financing.
30 days prior to the close of
escrow.

5. Acceptance of evidence
documenting equity
capital and financing.
30 days prior to the close of
escrow.

6. Opening of escrow for
property.

Within 30 days of approval of
Downtown Permit
application.

Payment of $50,000 deposit
to the City for the property.

7. Submission of
construction drawings,
including grading,
landscaping, and
construction plans.

Within 6 months after
Downtown Permit approval.

Waive 50% of all Building
plan check fees ($127,075
of $254,149, subject to
change).

8. Approval of construction
drawings, including
grading, landscaping,
and construction plans
for first phase and
issuance of building
permits.

Within 4 months after receipt
by the City. Developer's
deadline to perform shall be
tolled at any time that the
application has been
submitted to the City until
such time as the application
is returned by the City to the
Developer.

Waive 50% of growth
mitigation fees for City Hall,
Consolidated Corporation
Yard, Police, Fire, Traffic,
and Library ($194,966 of
$389,932, subject to
change).

9. Close of escrow for
property.

Upon completion of all
conditions to close escrow.

Payment of remaining
$190,000 of purchase price.

10. Commencement of
construction.

Within 30 days after
conveyance of the property
by the City to the Developer.

11. Completion of
construction and
issuance of certification
of occupancy.

Within 36 months after
building permit issuance.

1.Refund $120,000 of the
purchase price of the
property to Developer.

2. Refund of 50% of the
cost of public improvements
performed on Lot 3 up to a
maximum refund of
$400,000.

3. Refund of the remaining
50% of the cost of public
improvements performed on
Lot 3 up to a maximum
amount of an additional
$400,000 upon
commencement of
construction by Developer
on Lot 1.

4. Waive remaining 50% of
growth mitigation fees for
City Hall, Consolidated
Corporation Yard, Police,
Fire, Traffic, and Library.

Exhibit E
Form Certificate of Completion

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

_____________________________________________________________________________ (Space above line for Recorder’s use only)
APN:

EXEMPT FROM RECORDING FEES PER
CAL. GOVN’T CODE §§ 6103 and 27383

The undersigned grantor(s) declare(s):

Documentary Transfer Tax is: $0.00
( ) computed on full value of property conveyed, or
( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( x ) City of Santa Maria

CERTIFICATE OF COMPLETION

This Certificate of Completion (this “ Certificate”) is made by the City of Santa Maria, a California municipal corporation (“City”) effective as of __________ ___, 20___.

A. City and VERNON Enterprises LLC, a California limited liability company (“Developer”), entered into that certain Sales and Disposition Agreement dated as of __________ ___, 20___. (the “SDA”) concerning the development of certain real property located in the City of Santa Maria, Santa Barbara County, California and more particularly described in Exhibit A attached hereto (the “Property”). A Memorandum of the SDA was recorded in the Official Records of Santa Barbara County (“ Official Records ”) on __________ ___, 20___, as Instrument No. ____ , Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the DDA

B. Pursuant to Section 5.12 of the SDA, the City is required to furnish the Developer or its successors with a Certificate of Completion upon completion of development of the Project in accordance with the SDA.

C. The City has determined that the development of the Project has been satisfactorily completed in accordance with the SDA.

NOW, THEREFORE, City hereby certifies as follows:

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Santa Maria City CouncilSeptember 17, 2024

Santa Maria City Council
September 17, 2024