Sonoma City Council
April 3, 2023

City Council:

Sandra Lowe, Mayor
John Gurney, Vice Mayor
Jack Ding
Patricia Farrar-Rivas
Ron Wellander
This meeting of the City Council will be conducted in person, and telephonically through Zoom. The City Council will attend the meeting in person. The public is encouraged to attend either in person or remotely through Zoom. The meetings will continue to be live streamed on the City’s CivicWeb Portal (sonomacity.civicweb.net) and YouTube Channel. Please see the agenda below for information on public participation.

REGULAR MEETING AGENDA

OF THE SONOMA CITY COUNCIL
City Council Chambers, 177 First Street West
Monday, April 3, 2023
https://us06web.zoom.us/j/84876986131
6:00PM Regular Meeting
Be Courteous - TURN OFF your cell phones and pagers while the meeting is in session.

The City Council may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.

No new items will begin after 9:00pm unless a majority of the members present vote to allow the items to be heard.

Page
6:00 P.M. – REGULAR MEETING

CONVENE, CALL TO ORDER & PLEDGE OF ALLEGIANCE
ROLL CALL (Farrar-Rivas, Gurney, Wellander, Ding, Lowe)

PUBLIC PARTICIPATION USING ZOOM
Public Comment Process for ZOOM Attendance at Meetings

REPORT ON CLOSED SESSION

APPROVAL OF AGENDA

1. COMMENTS FROM THE PUBLIC
At this time, members of the public may comment on any item not appearing on the agenda. It is recommended that you keep your comments to three minutes or less. Under State Law, unless otherwise permitted under the Ralph M. Brown Act, the merits of the matters presented under this item cannot be discussed or acted upon by the City Council at this time. For items appearing on the agenda, the public will be invited to make comments at the time the item comes up for Council consideration. Upon being acknowledged by the Mayor, please step to the podium and speak into the microphone. Begin by stating and spelling your name.

2. MEETING DEDICATIONS

3. COUNCILMEMBERS’ REPORTS AND COMMENTS

3.1: Committee Reports - Council Members are appointed to various boards and committees - local, county-wide and regional. Any updates from a council member will shared at this time. A list of all appointments is available on our City Website for easy reference.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS

5. CITY ATTORNEY COMMENTS

6. PRESENTATIONS

6.1: Proclamation Recognizing April 1-7, 2023 as The Week of the Young Child (Rebekah Barr, MMC, City Clerk)
The Week of the Young Child Proclamation
5 6.2: Proclamation Recognizing April 2023 as Sexual Assault Awareness Month (Rebekah Barr, MMC, City Clerk)
Sexual Assault Awareness Proclamation
6 6.3: Presentation Regarding the New Teleconferencing Options Under the Brown Act with the Termination of the Statewide COVID Emergency Declaration (David Ruderman, City Attorney)

6.4: Part Three of Five Reports: Presentation of Annual Reports From City of Sonoma Community Services Providers (Lisa Janson, Senior Management Analyst)
RECOMMENDATION: Receive annual reports.

Agenda Report - Community Services Annual Reports - Pdf 7 - 90

7. CONSENT CALENDAR – CITY COUNCIL
All items listed on the Consent Calendar are considered to be routine and will be acted upon by a single motion. There will be no separate discussion of these items unless members of the Council or staff request specific items to be removed for separate action.

7.1: Waive further reading and Authorize Introduction and/or Adoption of Ordinances by Title Only. (Standard procedural action - no backup information provided)

7.2: Receive Minutes from the Regular Meeting of March 15, 2023 (Rebekah Barr, MMC, City Clerk)

03.15.2023 Regular Meeting Minutes
91 - 93

7.3: Adopt a Resolution Authorizing Participation in the TAWWC Opioid Settlement and Authorizing the Interim City Manager to Execute the Related Participation Agreements (Mark Linder, Interim City Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - TAWWC Opioid Settlement - Pdf
94 - 115

8. PUBLIC HEARING

8.1: Conduct a Public Hearing to Consider Adopting a Resolution establishing Housing In-Lieu Fees pursuant to the Inclusionary Housing Ordinance for Fractional Inclusionary Units and Small Residential Projects, and Pursuant to the City’s Residential Component Ordinance, with a Finding that the Adoption of this Resolution Establishing Housing In-Lieu Fees is not a “Project” under the California Environmental Quality Act Guidelines Sections 15378(b)(4) and 15061(b)(3) (Laura Simpson, Interim Planning & Community Services Director) RECOMMENDATION: Conduct the Public Hearing and adopt the resolution.

Agenda Report - Housing In-Lieu Fees - Pdf
116 - 141

8.2: Conduct a Continued Public Hearing to Adopt a Resolution updating the City of Sonoma Master Fee Schedule for the FY 2022-23 (Liz Garcia, Deputy Finance Director)
RECOMMENDATION: Conduct Public Hearing and adopt the resolution.

Agenda Report - Master Fee Schedule - Pdf
142 - 368

9. REGULAR CALENDAR – CITY COUNCIL
(Matters requiring discussion and/or action by the City Council)

9.1: Consideration, Discussion, and Possible Action to Make Appointments to the City of Sonoma Planning Commission, Cultural & Fine Arts Commission, Design Review and Historical Preservation Commission, Parks, Recreation, and Open Space Commission, and Traffic Safety Committee and Possibly Waive Residency Requirement for the Cultural & Fine Arts Commission (Rebekah Barr, MMC, City Clerk)
RECOMMENDATION: Make appointments.

Agenda Report - Commission/Committee Appointments - Pdf 369 - 427

9.2: Consideration, Discussion, and Possible Action to Review Letters of Interest Received and Give Direction to Mayor Lowe or Her Designee Regarding Nominations for Appointees to Regional Commissions & Committees on Behalf of the Mayors' and Councilmembers' Association of Sonoma County and the City Selection Committee (Rebekah Barr, MMC, City Clerk) RECOMMENDATION: Discussion & direction.

Agenda Report - MCMASC Appointments - Pdf
428 - 435

9.3: Consideration, Discussion, and Possible Action to Adopt a Resolution Authorizing the Interim City Manager to Execute a Letter of Engagement with Baker Tilly US, LLP in an Amount not to Exceed $50,000 to Provide Expert Finance Advisory Services Needed to Complete Prior Year Audits and Develop the City's FY2023-24 Budget (Mark Linder, Interim City Manager) RECOMMENDATION: Adopt the resolution.

Agenda Report - Baker Tilly Finance Consultant Contract - Pdf 436 - 449

10. COMMISSION AND COMMITTEE ROSTER
(This is to provide information only - no action will be taken)

11. ADJOURNMENT
I do hereby certify that a copy of the foregoing agenda was posted as legally required. Rebekah Barr, MMC, City Clerk/Executive Assistant.
*********************************************************************************************************************************** Copies of all staff reports and documents subject to disclosure that relate to any item of business referred to on the agenda are normally available for public inspection the Wednesday before each regularly scheduled meeting at City Hall, located at No. 1 The Plaza, Sonoma CA. Any documents subject to disclosure that are provided to all, or a majority of all, of the members of the City Council regarding any item on this agenda after the agenda has been distributed will be made available for inspection at the City Clerk’s office, No. 1 The Plaza, Sonoma CA during regular business hours.

If you challenge the action of the City Council in court, you may be limited to raising only those issues you or someone else raised at the public hearing described on the agenda, or in written correspondence delivered to the City Clerk, at or prior to the public hearing.

The City Council may discuss and/or take action on any or all of the items listed on the agenda irrespective of how the items are described.

APPOINTMENTS TO COMMITTEES: The Council may establish and make appointments to a Council committee (made up of two Council Members) with respect to any item appearing on this agenda.

CLOSED SESSION: If action is taken during a Closed Session meeting which is required to be reported out at this meeting, the Council will return to Open Session and report out immediately. However, if the Council is unable to do so due to time constraints, it will report out at the immediately following Regular Council Meeting under "REPORT ON CLOSED SESSION".

MOTION FOR RECONSIDERATION: A Council Member voting with the majority on any item appearing on this agenda may move for reconsideration of that vote provided the motion is in conformance with the rules adopted by the Council governing such motions.

In accordance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (707) 933-2216. Notification 48-hours before the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

Agenda Item #6.1:

Agenda Item #6.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 Apr 2023
Department
Administration
Staff Contact
Lisa Janson, Senior Management Analyst
Agenda Item Title
Part Three of Five Reports: Receive and Discuss Annual Reports from City of Sonoma Community Services Providers
Summary
This is a continuation of the annual reports provided by the City of Sonoma's recreation and community services partners. On March 1, 2023, we started hearing from our partners, due to the amount of time it took to get through the presentations and questions, City staff is expanding the presentations across five possible six meetings with the reports wrapping up on May 17, 2023. Vintage House Sonoma, Sonoma League for Historic Preservation and the Sonoma Valley Historical Society will be presenting their annual reports during the meeting. Each entity has been asked to prepare a 5-7 minute report to be followed by questions and answer period.

BACKGROUND
The City of Sonoma has a long history of providing funding to various recreation and community service initiatives through annual grant funding, one-time investments in facilities, financial support for leases, and/or low annual lease rates for property or buildings. In addition, the City has traditionally supported many community events and activities by waiving or reducing city fees and at times, providing direct financial support. The City also has supported non-profits through the years for one-time initiatives or opportunities. The City’s support for a variety of recreation and community services is an important component in ensuring a high quality of life for its residents.

In 2017, the City Council directed staff to create a new program that would take the City's hybrid approach and formalize it, by providing multi-year contracts and/or lease agreements to non-profits delivering core recreation and environment services to the community, support for heritage/legacy community events through fee waivers, and an opportunity to fund/support unique projects that are impactful to the community through a discretionary reserve fund.

On March 15, 2018, this new program "Recreation and Community Services Program and Funding and Policy Guidelines" centralized these partnerships in a manner to allow them to be visible to the community especially since many of these investments have occurred through the years. The City Council reviewed and revised the program on August 3, 2022 (Attachment A).

The purpose of the Recreation and Community Services Program is to centralize and bring together the many investments that the City provides. This updated Program has the following five components:

1. Multi-year contracts with key non-profit organizations which provide core recreation and community service programs where there has been a long City partnership;

2. Fee waivers and financial support for events that celebrate our community’s heritage and history;
Agenda Item #6.4:

3. Fee waivers for community events that celebrate seasonal events and bring our community together; and,

4. Discretionary funding to support unique projects that are impactful to the community/City that may arise during the year without tapping into the City’s reserves; and

5. Enhancement of a “Recreation and Community Services” webpage on the City’s website to provide information and links regarding this program, our partners and the City’s investments.

In many cities, there are city employees and a dedicated Recreation and Community Service Department that deliver youth programs, athletic programs, senior services, arts and theater, and the facilities that operate these programs. In Sonoma, these core recreational programs are provided by non-profits; the City has not provided these programs directly. For many decades, the City has provided annual grant funding to key non-profits which over time became known as the “Tier 1” non-profits. Due to these long-term partnerships, the City and its residents have experienced cost savings through the avoidance of creating a City department with appropriate staffing devoted to recreational and community programs. By leveraging the talents, skills, networks, and resources already available in the community, the City has invested in recreation and community programs for decades. This approach has proven to be a cost effective, efficient, and flexible method to meet the changing needs of the community. Non-profit organizations which provide these recreational and community programs are expert at delivering some traditional services provided by city governments elsewhere.

During FY22/23 budget session, City council members requested a deeper dive into these partnerships, to gain a better understanding of the services being provided as well as a better understanding of the value of the support the City provides. The value is not just the monetary contributions but also in financial support of leases and or low annual lease rates of public property.

The agreements between the City and the community partners contain clauses requesting annual reports to City Council. This year City staff has arranged over a series of City Council meetings to have each of the community partners present an annual report. They were each provided an outline of items to cover and staff requested they prepare a 5–7-minute presentation.

Below is the list of items that were asked to be covered during the report to City Council.

Introduction & Background including:
• date of formation
• history
• mission
Populations and number of individuals served annually. If available, please include:
• demographic data or analysis of age, race, and socioeconomic information of your customers/clients
• equity-focused programs, practices, outreach strategies, tools, and/or policies that make your programming and services accessible to community members with access and functional needs, language barriers, and/or who need financial assistance.

Financial Information
• High level overview of revenue/grants and expenses
• How the City’s contribution supports your organization and mission • Any significant expenditures or upgrades to facilities/property planned Agenda Item #6.4:

Community Partnerships
• Highlight any partnerships within the community.

What’s New?
• Discuss any new programs, initiatives and instructors or staff.

Attached to the staff report is a copy of each of the presenting community partners current agreements. The current contracts with Vintage House include both a reinstated least agreement and a 3- year community partner agreement that is scheduled to sunset at the end of fiscal year 23/24. The Sonoma League for Historic Preservation has a lease agreement and a 1st amendment to the lease agreement that extended the agreement to 2030. The Sonoma Valley Historical Society has two agreements with the City of Sonoma one for the use of the Marcy House and another for the use and operation of Depot Park Museum. The Marcy House agreement expires in 2024. City staff will be bringing forth an agenda item this spring for reinstatement of the lease agreement for the Depot Park Museum. After each presentation City Council will have an opportunity to ask questions of the organization.

Additional action can occur during the annual budget discussions during the review of the Community Services budget item.

Recommended Council Action
Receive annual reports and no action required.

Alternative Actions
Financial Impact
All of the community partnerships are funded through the Community Services Budget and at this time no financial changes to note.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
The Vintage House, Amended & Reinstated Ground Lease Agreement 2022-42 Vintage House - 2021-2024
Sonoma League for Historic Pres Maysonnave House Lease.011601 First Amendmentto Maysonnave Residence Lease Agreement
Depot Museum 10 Year Lease.051611
Sonoma Valley Historical Society Marcy House.120814
CC:

Stacie Morales, Executive Director, Vintage House Sonoma Robert Demler, Executive Director, Sonoma League for Historic Preservation Agenda Item #6.4:

Patricia Cullinan, Executive Director, Sonoma Valley Historical Society Agenda Item #6.4:

AMENDED AND RE-STATED GROUND LEASE AGREEMENT

BETWEEN

THE CITY OF SONOMA
AND

THE VINTAGE HOUSE
August 16, 2021
2634352
Agenda Item #6.4:

AMENDED AND RESTATED GROUND LEASE AGREEMENT
This Amended and Restated Ground Lease Agreement (this “Lease”), dated as of the 16th day of August, 2021 (the “Effective Date”), is entered into by and between the City of Sonoma, a Municipal Corporation (“Lessor”), and The Vintage House Senior Multi-Purpose Center of Sonoma Valley, a California not-for—prof1tpublic bene?t corporation(“Lessee”), each a “Party” and collectively, the “Parties.”
Preamble
A. Lessor and Lessee entered into that certain Lease for Senior Citizen Facility dated September 15, 1987, and recorded on April 28, 1988, as Document Number 88033334 in the Official Records of the County of Sonoma, State of California, pertaining to the Premises as described in Section 1 below (the “Original Lease”). Thereafter, Lessee constructed on the Premises a building (the “Building”), parking lot, patios, walkways and other improvements and installed landscaping on the Premises (collectively with the Building and all other improvements now or hereafter located on the Premises, the “Improvements”) for the purpose of establishing and operating a multi-purpose senior citizen center in the City of Sonoma for the bene?t of elderly people who reside in and aroundthe environs of the City of Sonoma.

B. The Lessee desires to further improve and add on to the Improvements to accommodate outdoor use of the Premises and desires to extend the term of the Original Lease.

The term of the Original Lease was 55 years and Lessee desires to extend the last day of the Original Lease to a date 55 years from the Effective Date. The Lessor agrees to such proposals subject to the terms and conditions hereof.

C. Based upon the above, in consideration of the foregoing and the mutual covenants and agreements herein contained,the Parties hereby amend and restate in its entirety the Original Lease with this Lease, as hereinafter provided.

Section 1. Premises; Title to Improvements
(a) Lessor and Lessee hereby agree that the Original Lease is hereby amended and restated in its entirety as of the Effective Date. In consideration of the rents and covenants set forth in this Lease on the part of Lessee to be paid and performed Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, upon and subject to the terms and provisions of this Lease the following (collectively, the “Premises”):
i. that certain parcel of land owned by Lessor and located at 264 First Street East, Sonoma, California and commonly referred to as APN No. 018-131- 027, and as is more particularly describedin Exhibit A, attached hereto and incorporatedby reference (the “Land”); and
ii. all appurtenances, rights, privileges and easements now or hereafter pertaining to such parcel.
263435.2
Agenda Item #6.4:

reason of advancing or advanced age, retirement from employment for monetary gain, or for other reasons, have need for social services rendered to furnish activities of the kind described. In addition,Lessee is permittedto rent rooms or spaces in the Premises for community use or revenue opportunities. For purposes of this Lease, the activities and uses described in this Section 4 are referred to as “the “Permitted Use”).

Section 5. All Uses Must be Lawful.
(a) No part of the Premises shall be used for any purpose other than for the Permitted Use at any time, except as expressly permittedby advance written permission of Lessor. Lessee shall not knowingly do nor permit any act to be done on the Premises that will increase the existing rate, or cause cancellation, of insurance on the Premises. Lessee shall not use the Premises or permit its employees, agents or contractors to do anything in or about the Premises which could reasonably be expected to con?ict, in any way, with any statutes, laws, ordinances, regulations and rules of any governmental authority now in force or which may hereafter be promulgated which are applicableto the Premises and/orthe Improvements. Lessee shall at its sole cost and expense promptly comply with all statutes, laws, ordinances,regulations, rules of any governmental authority and other requirements of all governmental entities that pertain to the occupancy or use of the Premises, and shall at all times maintain the Premises in a good order with all due care for the safety and cleanliness of the Premises. Lessee shall not use the Premises for the conduct of the Permitted Use or any other occupation of the Premises without proper licenses, if any are required, and shall immediately cease any unlicensed use of the Premises in the event any such license is suspended or revoked for any reason and Lessee and Lessor are providedwith notice thereof. Notwithstanding anything to the contrary in this Lease, Lessee shall not be required to comply with or cause the Premises to comply with any laws, rules, regulations or insurance requirementsrequiring the construction of alterations unless such compliance is required -— due to Lessee’s particularuse of the Premises. (b) Lessee shall have the sole right to contest, by appropriate legal proceedingsin the name of Lessee, without cost or expense to Lessor, the validity or application of any statute, law, ordinance, regulation, requirement, or rule of any governmental authority other than Lessor, and if, by the terms of any such statute, law, ordinance,regulation, requirement or rule of any such governmental authority, compliance therewith may legally be held in abeyance pending the prosecutionof any such proceedings without subjecting or threatening to subject Lessee or Lessor to any criminal or civil liability of whatsoever nature for failure so to comply therewith, provided that all such proceedings shall be instituted andprosecutedwith due diligence, and further provided that Lessor shall not be subject to any material cost or liability as a result thereof and Lessee shall indemnify, defend and save Lessor harmless from and against all such costs, and liabilities and expenses incurred in connection with such proceedings, Lessee may decline to comply with the terms of said such statute, law, ordinance, regulation, requirement or rule pending the prosecution of such proceedings.

Section 6. Maintenance and Repairs.
(a) Lessee acknowledges and accepts the Premises and Improvements in their “as is” condition as of the Effective Date and agrees and acknowledges that Lessor makes no 5 2634352
Agenda Item #6.4:

tear and except for changes effected pursuant to Sections 7 and 16 and not required to be removed pursuant to the terms of this Lease.
(f) Lessee shall not cause, maintain or permit any nuisance in, on or about the Premises or Improvements or commit or suffer to be committed any waste in or upon the Premises or Improvements. Lessee shall not permit garbage or other refuse to accumulate or to gather in or about the Premises or Improvements, except in suitable covered garbage receptacles. All parts, equipment, garbage, refuse and other debris shall be stored or discarded in such a manner so as not to be visible by persons located off the Premises.
(g) Discharge of Lessee’s maintenance and repair duties as speci?ed herein shall not requirethe prior approval of the Lessor. However, adding or removing interior walls, constructing stand—alonestructures equal to or less than 400 square feet in area, adding vehicle charging stations, and other additions,improvements and construction not determined to be an Alteration but which require the issuance of a building permit by Lessor shall require the prior, written approval of Lessor’s City Manager (“City Manager”), which said approval shall not be unreasonably withheld, conditioned or delayed. If Lessee requests the City Manager’s approval pursuant to this Section 6(g) and the activity for which the approval is sought does not require issuance of a building permit, the City Manager shall respond to such request within ?fteen (15) business days of receiving Lessee’s written request (accompanied by a complete description of the proposed activity and any applicable plans and/or speci?cations). If the City Manager does not respond to such request within such ?fteen-day period, then the City Manager shall be deemed to have approved such request. On the other hand, if the activity for which Lessee seeks the City Manager’s approval under this Section 6ggt requires issuance of a building permit, then the City Manager’s approval or disapprovalshall be delivered at the same time that the Lessor’s Building Department renders its decision concerning issuance of the building permit. Notwithstanding anything to the contrary stated above, in the event that any of the improvements, additions, construction or other activitiesproposed by Lessee are subject to the Lessor’s land use entitlement and approval procedures, then such proposed activities shall be subject to the City Manager’s written approval which said approval or disapproval shall be communicated to Lessee within the ?fteen (15) business days period speci?ed above, but if said communication does not occur within said ?fteen (15) business days period, then the proposed activity shall be deemed approved. And further, any such approval by the City Manager shall only constitute authorization to the Lessee to initiate the Lessor’s land use entitlement and approval procedures with the ?nal decision of the Lessor regarding said proposed activity being reserved to the outcome of that procedure.

Section 7. Alterations.
(a) Lessee shall not make or permit to be made any Alterations (as de?ned below), without the advance written consent of Lessor’s City Council, which consent Lessor shall not unreasonably withhold, condition or delay. Any Alteration without the advance written consent of Lessor’s City Council shall be a breach of this Lease and, at the option of Lessor, shall be deemeda default, and, after lapse of applicablenotice and cure periods,may result in a termination of this Lease by Lessor. Lessee shall keep the Premises and any Improvements located thereon free and clear from any and all liens and claims arising out of any work performed, materials furnished or obligations incurred by or for the account of Lessee. For the purposes of this Lease, 7 2634352
Agenda Item #6.4:

2634352
iv.

Lessor may, but shall not be requiredto, discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Lessor shall be entitled, if Lessor so elects, to compel the prosecution of an action for foreclosure of such lien by the lienor and to pay the amount of judgment in favor of the lienor with interest, costs and allowances. Lessee shall save and hold Lessor and all of the Premises and all Improvements thereon free and harmless of and from any and all such liens and claims of liens and suits or other proceedings pertaining thereto. Without limiting the generality of the foregoing, within thirty (30) days of receiving an invoice therefor, Lessee shall reimburse Lessor for any and all amounts Lessor incurs and/or pays in the exercise of Lessor’s rights under this subsection (iii).

Before construction of any Alteration is commenced on the Premises, and before any building materials have been delivered to the Premises by Lessee or under Lessee’s authority, Lessee shall have complied with all the following conditions or shall have procured Lessor’s written waiver of the condition or conditions specified in the waiver:

1. Deliver to Lessor for Lessor’s approval two (2) sets of schematics, elevations, floor plans, conceptual designs and project narrative describing and showing the nature, scope, extent, estimated cost and purpose of the Alteration (collectively, the “Alteration Plans”) prepared by an architector engineer licensed to practice as such in the State of California, all suf?cient to enable Lessor to make an informed judgment about the design and quality of construction and about any effect on the Premises and/or the Improvements, or any other agreements which Lessor may have entered into relating to the Premises. All Alterations shall be performed only by contractors and sub-contractors licensed to perform said work in the State of California.

2. Intentionally left blank.

3. Lessor’s City Council shall communicate its approval or disapproval of Alteration Plans in the manner provided herein for notices within ninety (90) calendar days of Lessee’s delivery of the Alteration Plans.

Any failure to provide an approval within said ninety (90) calendar day timeframe shall constitute a denial of such request by Lessor, unless otherwise indicated in writing by Lessor.

4. Lessee shall deliver to Lessor the written approval of the Alteration Plans by the ?nancial institution that shallhave made the commitment for financing the construction, if any.

Agenda Item #6.4:

2634352
l0.

11. I2.
withheld in the exercise of the Lessor’s City Manager’s sole, unfettered discretion.

Prior to commencing any construction or accepting delivery of materials, Lessee shall furnish Lessor°s City Manager reasonable evidence of Lessee’s ability to pay for each Alteration.

Lessee shall furnish or shall cause any contractor performing Alterations on the Premises or Improvements on behalf of Lessee, whenever the estimated cost of said work exceeds one hundred thousand dollars ($100,000.00), to furnish Lessor’s City Manager labor and materialsand performance bonds naming Lessor and Lessee as bene?ciaries. Said bonds shall be issued by a responsible surety company, licensed to do business in California, and reasonably approved by Lessor, and shall be in an amount not less than one hundred percent 100% of the Lessor’s City Engineer’s estimated cost of the Alterations and shall remain in effect until the entire cost of the work shall have been paid in full and the new improvementsshall have been accepted by Lessor’s City Manager and insured as provided in this Lease.

Lessee shall deliver to Lessor certi?cates and endorsements of insurance relating to all Work to be performed for any Alteration, as set forth below and with insurers with a Best rating of no less than A:

VII:

A. Workers’ Compensation Insurance to cover the employees of the general contractor and all subcontractors as required by the Labor Code of the State of California for all of the contractor/subcontractors' employees. Each Workers‘
Compensation policy shall be endorsed with the provision that it will not be canceled or altered without first giving thirty (30) calendar days prior notice to Lessor, or ten (10) calendar days prior notice for non—payment of premium.

Said Worker's Compensation policy shall have the
following endorsement:
"All rights of subrogation are hereby waived against the City of Sonoma, its officers and employees when acting
within the scope of their appointment or employment".

B. Commercial General Liability Insurance coverage at least as broad as ISO CG 00 01, including personal injury and property damage insurance for all activities of Lessee, the general contractor and all subcontractors arising out of or in 11 Agenda Item #6.4:

D. Any deductibleor self~insuredretentions must be declared to and approvedby the Lessor’s City Manager in writing. At the option of the Lessor’s City Manager, insurer shall reduce or eliminate such deductible or self-insured retention as respects Lessor, its of?cers and employees.

E. Lessee shall maintain, keep in force, and pay all premiums requiredto maintain and keep in force all insurance above at all times during which Alteration work is in progress.

V. Within thirty (30) calendardays after obtaining ?nal inspection and certi?cate of occupancy from Lessor, Lessee shall deliver to Lessor, along with the ?nal, as-built Alteration Plans, if any, a veri?ed certi?cation that Lessee has fully paid for such improvements, or waiving payment and waiving any right to a lien in the form of a recordable lien release from all contractors, subcontractors and materialmen who have performed any work or provided any supplies relating to the Alterations.
(d) Lessee shall comply with all applicable laws with regard to any Alteration or other work performed on or with respect to the Premises and/or Improvements. (e) To the extent any Alteration or other improvement to the Premises,Building and/or Improvements proposed by Lessee are governed by Lessor’s land use entitlement and approval procedures,any approvalrequiredto be obtained from Lessor under Section 6gg) and/or Sections 7giv)g1)-131of this Lease shall be deemed preliminary and only for the purpose of authorizing Lessee to commence the entitlement procedures to secure the necessary discretionary land use approvalsfrom Lessor in order to build the proposed improvement. Once obtaining the approvals, if any, required under the Lessor’s land use entitlement and approval procedures for the improvements describedin or subject to Section 61g) and/or Sections 71iv); 1H3 ), Lessee shall be requiredto comply with all of the conditions imposed upon such approvals. (D Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that one of the Lessor’s former City Managers has executed a side letter with Lessee and dated October 6, 2020, and attached hereto as Exhibit C under which the Parties memorialized the Lessor’s City Council’s approval of certain projects described therein. Such projects shall not be subject to additional City Council approval; provided however, to the extent said projects constitute Alterations, the requirements of Section 7 shall apply except for those provisionsin Section 7 requiring City Council approvals; provided further, however, that the Alteration Plans shall be subject to the approval of the City Manager whose approval or disapprovalthereof shallbe subject to subsection 71c)1iv)(3§.

Section 8. Possession; Quiet Enjoyment.
(a) The Parties acknowledge that as of the Effective Date, Lessee is in possession of the Premises and Improvements and shall continue to enjoy possession throughout the Term. 13 263435.2
Agenda Item #6.4:

Other Insurance Provisions:

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

Additional Insured Status
The Lessor, its officers, officials, employees, and volunteers are to be covered as additionalinsureds on the CGL policy with respect to liability arising out of work or operationsperformed by or on behalf of the Lessee including materials, parts, or equipmentfurnished in connection with such Workor operations. General liability coverage can be provided in the form of an endorsement to the Lessee’s insurance (at least as broad as ISO Form CG 20 10).

Primary Coverage
For any claims related to this Lease, the Lessee’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 O104 13 as respects the Lessor, its officers, of?cials, employees, and volunteers. Any insurance or self-insurance maintained by the Lessor, its officers, officials, employees, or volunteers shall be excess of the Lessee’s insurance and shall not contribute with it.

Notice ofCancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Lessor.

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

Cover IndemnificationObligation
The insurance shall cover and include Lessee’s indemnification obligations set forth in Section 19.

AcceptabiliifvofInsurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the Lessor.

SeIf~InsuredRetentions
Self—insuredretentions must be declared to and approved by the Lessor. At the option of the Lessor, either: the Lessee shall obtain coverage to reduce or eliminate such self—insured retentions as respects the Lessor, its officers, officials, employees, and volunteers; or the Lessee shall provide a ?nancial guarantee satisfactory to the Lessor guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self—insuredretention may be satisfied by either the named insured or Lessor.

Veri?cationofCoverage
Lessee shall furnish the Lessor with original Certi?cates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy 15 2634352
Agenda Item #6.4:

(d) terminate this Lease and relet the Premises for any period, and apply the proceeds received during the balance of Term to Lessee's continuing obligations under this Lease; (e) recover from Lessee the damages described in California Civil Code §§l95l.2(a)(l), 195l.2(a)(2), l95l.2(a)(3), and l95l.2(a)(4), the provisions of which are expressly made a part of this Lease;
(t) terminate this Lease and alter the Premises to make the Premises suitable for reletting, all at Lessee's reasonable expense; and (g) enforce by suit or otherwiseall obligations of Lessee under this Lease and recover from Lessee all remedies now or later allowed by law.

Any act that Lessor is entitled to do in exercise of Lessor's rights upon the occurrence and during the continuance of an Event of Default may be done at a time and in a manner deemed reasonable by Lessor in Lessor's sole discretion.

Section 12. Estoppel Certi?cate.

At any time within ten (10) business days after delivery of Writtenrequest by Lessor or Lessee, Lessee or Lessor, as the case may be, shall execute, acknowledge, and deliver to the other Party hereunder, without charge, a written statement certifying that this Lease is unmodi?ed and in full force and effect or, if there have been modi?cations, that this Lease is in full force and effect, as modified. That statement shall also contain the date of commencement of this Lease, the dates to which the Rent and any other charges have been paid in advance, and any other information Lessor or Lessee reasonably requests. It is acknowledged by Lessee and Lessor that any statement may be delivered by a Party to, and relied upon by, prospective purchasers, rnortgagees, deed of trust beneficiaries, and assignees.

Section 13. Severability.

The invalidity of any portion of this Lease shall not affect the remainder, and any invalid portion shall be deemed rewritten to make it valid so as to carry out as near as possible the expressedintention of the Parties.

Section 14. Assignment or Subletting.
(a) Lessee shall not assign the Lease or any interest hereunder, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or permit any person other than the affiliates, agents, employees and visitors of Lessee to occupy the Premises, or any portion thereof (a “Transfer”), without the prior written consent of the Lessor, which consent may be withheld for any reason or no reason whatsoever. Notwithstanding the foregoing, Lessee may, without Lessor’s prior written consent and without constituting a Transfer hereunder, (i) permit use of the Premises for community events, seminars and instruction by persons not employed by the Lessee and (ii) rent rooms or space in the facility for community use or revenue opportunities as providedin Section 14¢).
17 2634352
Agenda Item #6.4:

would materially lessen the value of the leasehold improvements in the Premises;
(iii) if, in the Lessor’s reasonable discretion, it determines that circumstances warrant a consideration of the ?nancial worth of a proposed assignee and the financial worth, in Lessor’s reasonable discretion, does not meet the credit standards applied by Lessor for other lessees under leases with comparable terms; or
(iv) if, in Lessor’s reasonable discretion, it determines that under the circumstances of the proposedTransfer, Lessee will receive proceedsfrom such Transfer which will not be used by Lessee for the purpose of providing elderly persons living in the Sonoma Valley social, recreational, educational, cultural, health care and/or other constructive activities appropriateto the well-being of said persons who by reason of advancing or advanced age, retirement from employment for monetary gain or for other reasons, have the need for social services and activities of the kind described above.
(e) Irrespective of Lessor’s consent, no subletting or assignment shall release Lessee of Lessee’s obligation, or alter the primary liability of Lessee, to pay the Rent and to perform all other obligations to be performed by Lessee hereunder. The acceptance of Rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. In the event of default by an assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, Lessor may proceed directly against Lessee without the necessity of exhausting remedies against such assignee or successor.
(f) Notwithstanding anything to the contrary herein, Lessee may, without Lessor’s prior written consent and without constituting a Transfer hereunder, sublet the Premises or assign this Lease to (i) an entity controlling, controlled by or under common controlwithLessee, or (ii) an entity related to Lessee by merger, consolidation or reorganization. Additionally, notwithstanding anything to the contrary herein, Lessee may, without Lessor’s prior written consent and without constituting a Transfer hereunder, license or sublease for the use of space withinthe Building by other persons or organizations providing services to elderly persons, the nature of which shall coordinate with the services furnished by the Lessee. Notwithstanding anything to the contrary herein,without Lessor’s prior written consent and without constituting a Transfer hereunder space in the Building which remains unused for the Lessee's basic purposes of providing services to elderly citizens and from which there is no immediate prospect of such use may be rented or let on short—termleases by the Lessee to produce income for the support of the Building and activities of the Lessee on the leased Premises. Suchrentals or short-terrn subleases,within the purview of this Section, shall not require prior Lessor approval, but shall be reportedto the office of the City Manager on a monthly basis so that the Lessor may be at all times informed as to the identity and activities of persons and organizations, other than the Lessee, who claim rights to the use of the Premises.
19 263435 .2
Agenda Item #6.4:

Lessee by providing written notice thereof to Lessor. If the Premises are damaged and this Lease is not terminated by Lessee in accordance with this provision, Lessee shall proceedwith repairs to the Improvements and complete same within a reasonable period of time. Lessee waives the benefits of Civil Code §§ 1932(2) and 1933(4).
(b) If all or any material portion of the Premises and/or Improvements are condemned or are transferred in lieu of condemnation, Lessee may, upon written notice given to Lessor Withinsixty (60) days after the taking or transfer, terminate this Lease. The award made for such taking shall be dividedbetween the Parties according to their agreement based on the fair market value of (i) Lessor’s fee interest in the Premises and (ii) Lessee’s interest in the Improvements and the leasehold interest in the Premises, and if they cannot agree, shall be apportionedby a court of competent jurisdiction according to the respective interests of the Parties. Lessee shall have the right to participate in any condemnation proceeding for the purpose of protecting its rights hereunder. In this connection,Lessor expressly reserves the right to condemn Lessee’s interest in this Lease.

Section 19. Indemnity.
(a) Lessee shall indemnify, defend and hold Lessor, its officials, officers, agents, employees, and contractors (hereafter, the “Lessor Indemnitees”) harmless from and against any and all claims arising from Lessee’s use of the Premises and Lessee’s personal property, including use by any of Lessee’s officers, agents, employees, contractors, guests or invitees, and from any activity, work, or other thing done or permitted or suffered by Lessee or Lessee’s officers, agents, employees, contractors, guests or invitees in or about the Premises or by use of Lessee’s personal property, except to the extent caused by the active negligence, willful misconduct or breach of this Lease by Lessor or any of the Lessor Indemnitees. Lessee shall further indemnify and hold the Lessor Indemnitees harmless from and against any and all (1) claims arising from any (i) failure of Lessee to comply with applicablelaws, rules and regulations, including but not limited to claims arising out of any failure or alleged failure of any person or entity (including Lessee) to comply with any applicableprovisions of the California Labor Code and implementing regulations with respect to Alterations or other work performed by Lessee on, in or with respect to the Premises and/or Building and claims that entering into this Lease is a violation of the Surplus Lands Act (Cal. Gov’t Code sec. 54220 et seq.) or (ii) breach or default in the performance of any obligation on Lessee’spart to be performed under the terms of this Lease, or (2) claims arising (XX)from any act or negligence or willful misconduct of Lessee or of any of its officers, agents, employees, contractors, guests, or invitees, and (yy) from and against all actual, out—of~pocl<et costs, judgments, settlements, damages, compensation, ?nes, penalties, reasonable attorney's fees, expenses, other amounts and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and, in any case, any action or proceeding brought against Lessor by reason of any such claim, Lessee, upon notice from Lessor, shall defend the same at Lessee’s expense by counsel reasonably satisfactory to Lessor. Except to the extent caused by the active negligence, willful misconduct or breach of this Lease by Lessor or the Lessor Indemnitees,Lessor shall not be liable for any damage to property entrusted to Lessee’s employees, nor for loss or damage to any property by theft or otherwise, nor for any injury to or damage to persons or property resulting from Lessee’s use of the Premises.
21 2634352
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Agenda Item #6.4:

person or group of persons on account of race, color, creed,religion, sex, sexual preference, source of income, age, marital status, sexual orientation or identi?cation, physical or mental handicap, medical condition, national origin or ancestry in the lease, sublease, use, occupancy, tenure or enjoyment of the Premises or in Lessee’s operationor any other programs or uses conducted at or in the Premises, nor shall Lessee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection,location, number, use or occupancy of tenants, lessees, subtenants, sublessees,Vendees or participantsin Lessee’s operation or any other programs or uses conducted at or in the Premises.

Section 23. Lessor's Right to Perform for Lessee.

If Lessee fails to perform any obligation under this Lease, after delivery to Lessee of five (5) business days’ advance Writtennotice, Lessor shallbe entitled to make reasonable expenditures to cause proper performance on Lessee's behalf and at Lessee's reasonable expense. Lessee promises to reimburse Lessor for any such expenditures not fully satisfied Within thirty (30) calendar days after receipt of Writtennotice from Lessor requesting reimbursement together with reasonable evidence of such expenses, and failure of Lessee to timely make the reimbursement shall be deemed to be a default the same as a failure to pay an installment of Rent when due. All obligations of Lessee to pay money are payable Without abatement, deduction, or offset of any kind and said obligations shall accrue interest at the rate of ten percent (10%) per annum until fully paid.

Section 24. Notices.

All notices, payments, or other communicationsby either Party to the other under this Lease shall be deemed to have been given on the date of service if served personally or by email (with evidence that the email was delivered) or on the fifth business day after mailing if mailed to the party to Whomnotice is to be given by first class mail, registered or certified, return receipt requested, postage prepaid and properly addressedas follows:

To Lessor:

City of Sonoma
No. 1 The Plaza
Sonoma, CA 95476
ATTN: City Manager
[email protected]
Www.sonomacity.org
With a copy to:

Jeffrey Walter
Colantuono Highsmith & Whatley, PC
City Attorney
670 W. Napa St., Suite F
Sonoma, CA 95476
[email protected]
23 263435.2
Agenda Item #6.4:

of such preceding breach at the time of the acceptance of such Rent. The failure of Lessor to enforce a provision of this Lease shall not be deemed a waiver for any purpose.

Section 30. Services and Utilities.

Lessee shall be responsible for obtaining, as necessary, gas, electricity, heating, water, telephone, cable, garbage and janitorial servicesto the Premises at Lessee’s sole cost and expense.

Lessor shall not be liable for, and Lessee not be entitled to any reduction of Rent by reason of the unavailability of any utility service to the Premises.

Section 31. Entire Agreement.

This Lease, together with each attached exhibit, shall constitute the entire agreement of the Parties with respect to the subject matter hereof, and may be modi?ed only by a writing signed by both Parties.

Section 32. Taxes.

Lessee shall pay all personal property taxes assessed against the Lessee’s property located on the Premises. Notice is hereby given pursuant to California Revenue and Taxation Code Section 107.6 that the interest granted to Lessee pursuant to this Lease to occupy the Premises may create a possessory interest in Lessee subject to property taxation and Lessee may be subject to the payment of property taxes levied on such interest. Nothing contained in this Lease shall require Lessee to pay any net income, franchise, corporate, succession, inheritance or capital levy tax of Lessor, if any.

Section 33. Time of the Essence.

Time is of the essence in the performance of the obligations under this Lease.

Section 34. Fee Mortgages.

Lessor represents to Lessee that there are presently no mortgages or deeds of trust encumbering the Premises. There shall be no restriction upon the ability of Lessor to mortgage its fee estate (a “Fee Mortgage”) during the Term providedthat any such Fee Mortgage shall be taken subject to this Lease, and every Fee Mortgage shall state that (i) it is subject and subordinate to this Lease and Lessee’s leasehold interest in the Premises, (ii) the Fee Mortgage attaches only to the fee interest in the Premises, and (iii) that no foreclosure of the Fee Mortgage will impair the interests of the Lessee in or with respect to this Lease or the Premises.

Section 35. Governing Law.

This Lease shall be governed by and construed in accordance with California law. Venue shallbe in the County of Sonoma, State of California.
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Agenda Item #6.4:

The Parties have executed this Lease as of the Effective Date.

LESSEE:

The Vintage House Senior Multi—PurposeCenter of Sonoma Valley, at California not~for—pro?tpublic bene?t corporation
P halsident
By: \_ ? $3
Renee Scott, Executive Director
LESSOR:

City of Sonoma,
a Municipal Corporation Attest:

RebeléahBarr, City Clerk
27 2634352
Agenda Item #6.4:

EXHIBIT B

MEMORANDUM OF GROUND LEASE

RECORDING REQUESTEDBY AND
WHEN RECORDED MAIL TO:

City of Sonoma
Atten: City Clerk
#1 The Plaza
Sonoma, CA 95476
Space Above For Recorders Use

MEMORANDUM OF GROUND LEASE
THIS MEMORANDLHVIOF GROUND LEASE is dated as of August 16, 2021, and is by and between the City of Sonoma (Lessor), and The Vintage House Senior Multi—PurposeCenter of Sonoma Valley, a California not-for—pro?tpublic bene?t corporation(Lessee).

Lessor and Lessee have entered into that certain Amended and Restated Ground Lease Agreement (Lease) for certain real property (the Premises) located in Sonoma County, California, and by recordation of this Memorandum of Ground Lease give notice of the unrecordedLease and place of public record the following information:

Date of Lease: August 16, 2021.

Description of Premises: See attachedExhibit A.

All exhibits attached hereto and referenced herein shall be deemed incorporatedherein by this reference.

This Memorandum of Ground Lease in no way modifies or amends the provisions of the Lease.

The original or true and correct copy of the Lease is permanentlystored in the offices of the City Clerk located at the addressstated above.

IN WITNESS WHEREOF, the partieshave executedthis Memorandumof Ground Lease as of the date first set forth above.
[Signatures on Next Page]
4’ :1
Agenda Item #6.4:

signaturetsy on the instrument the person(sj’, or the entity upon WELLS
FARGO
All-purpose Acknowledgment California
A notary public or other officer completing this certificate verifies only the identity of the individualwho signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Souxtomr-\
On l0 I65]30 :13 before me, E LN\*( l/O 19E2 N OT{—\€<j PUBLIC (here insert name and title of the officer),
personally appeared RENE E MPlKl E 5 Q 0 T l
’
who proved to me on the basis of satisfactory evidence to be the person(s)«whose namemis/arersubscribed to the within instrument and acknowledged to me that he/she/they executed the same £"'"”'"'“"""”“""""""".:
in b4's7her/their authorized capacity(ies), and that by .l=r'rs/her/their E ELMYLOPEZ “ COMM.#2226031
I
2 ';- NOTARYPUBLIC-CALIFORNIA ‘Q
SONOMA COUNTY -_;
“S.

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behalf of which the personca)‘acted, executed the instrument.

MyCommissionExpires12/21/2021
I certify under PENALTYOF PERJURY under the laws of the State IIIIIIIIIIIIIIII|I|||||||||||”'5' of California that the foregoing paragraph is true and correct.

Notary Seal
WITNESS my hand
and officialseal.

Signature 2%
For Bank Purposes Only
Description ofAttached Document ,2 _ L , O
TypeorTitleofDocument MEMOKHNQUM /5”‘ QKOKJNDZ—5’q55;I0/‘lg(«EL 77? 55 1/9955” '70 Vivrnae H0056
Document Date l’\/On/E Number of Pages Z
Signer(s) Other Than Named Above Q1AKK E T7 j o 1
F001-OOODSG535OCA—01
Account Number (if applicable)
DSG5350CA/595577 (Rev 05 - 05/21)
Agenda Item #6.4:

EXHIBIT A
LegalDescription of Premises -I
88033334
JOHNJ.BONNOITTASSOCIATES, INC.
own.smemssns

TELEPHONE
145 EASTNAPASTREET 707-938-4403
SONOMA,GAUFOFINIA95476
PARCELTO BE EEASEDTO VINTAGEHOU3E
All that certain real property situate in the city or Sonoma, county of Sonoma, State or California, described as follows:

BEGINNINGat a point on the Northerly line 01' the parcel of land described as "P.ARGELNo. 1" in the Quitolaim Deed from Northwestern Pacific Railroad company to the city oi‘ Sonoma recorded in Book 5224 01‘ official Records, page 955, Sonoma County Records, said point being the intersection of said Northerly line with the Easterly line of First Street East; running thence, from said Point 01‘ Beginning-, along said Northerly line, S.'7l°l5'I!'.. 602.58 feet to the Westerly line or Second street East; thence, along said Westerly line or Second street East, S.06°3l'50"W. 79.81 feet; thence,
leaving said Westerly line and running parallel with the aforesaid Northerly line‘ or said city of Sonoma parcel, N.'7ZL°l5'W. 604.91 feet to the aforesaid Easterly line or First street_East; thence, along said Easterly 11119.

No08°10’30"Eo 79.55 feet to the P011117Of Beginning.

A.P. l8-1.31.-2'7 (Ptn.)
October 9, 198'? , No. use
Agenda Item #6.4:

SIDE LETTERAGREEMENT BETWEEN

THE CITYOF SONOMAAND VINTAGE HOUSE

FOR CAPITAL IMPROVEMENTSANDMAINTENANCE
Authorized by the City Council on 10/5/2020
Background:

1. Founded in 1977 and incorporated as a non-pro?t in 1983, Vintage House is a diverse and growing membership-based organization dedicated to creating a place for connection, exploration,and belonging for Sonoma Valley seniors.

A lease between the City and Vintage House was approved on September 15, 1987 where the City leased the property to Vintage House for 55 calendar year with the agreement that the non-profit would fundraise and construct a "multi~purpose center for the use of elderly persons in the pursuit ofsocial, recreational, educational, cultural, health care and other constructive activities”.The lease currently runs until2042.

The City and Vintage House have a long and successful partnership to support our community's older population that enhances dignity, promotes well-being and independence, and encourages participationin community life.

The City has been approached by Vintage House with a request to construct building improvements and enhancements to its facility, a multi-purpose senior citizen center, and to extend its current lease withthe City.

On October 5, 2020, the City Council of the City of Sonoma authorized the City Manager to enter into a side letter agreement that approves physical improvements to the Vintage House facility as outlined below.

Thisside letter hereby authorizes Vintage House to make the following capitalimprovements and maintenance upgrades to the facility: (1) expansion and upgrade of outdoor space abutting 2"“ Street East (site of current patio) for outdoor teaching, events and receptions, (2) replacing flooring, repainting and enhancing acoustics of classrooms, (3) updating and improving restrooms, and (4) resurfacing parking lot.
»t ,1 /* m~.»Q:a
Cathy Capriola ‘?e
City Manager, Cityof Sonoma
10/6/2020
Patricia Call Essert Date
Executive Director, Vintage House
5*!
Agenda Item #6.4:

EXHIBIT A
LegalDescription of Premises 4
88033334
JOHNJ.BONNOITTASSOCIATES, INC.

C|V|L ENGINEERS

TELEPHONE
145 EASTNAPASTREET 707-988-4403
SONOMA. CALIFORNIA95476

PARCELTO BE EEASEDTO VINTAGEHOUSE
All that certain real property situate in the city of Sonoma, county of sonoma, state or California, described as follows:

BEGINNINGat a point on the northerly line or the parcel or land described as "PARCELNo. 1" in the Quitclaim need from Northwestern Pacific Railroad company to the city of Sonoma recorded in Book 5224 of official Records, page 955, Sonoma County Records, said point being the intersection of said ‘Northerly line with the Easterly line of First Street East; running thence, from said Point of Beginning, along said Northerly line, S.7l°l5'E. 602.58 rest to the Westerly line or Second street East; thence, along said Westerly line or Second Street East, S.06°3l'50"W. 79.81 feet; thence,
leaving said Westerly line and running parallel with the aforesaid Northerly line or said city of sonoma parcel, N.7l“l5'W. 604.91 rest to the aforesaid Easterly line of First street East; thence, along said Easterly line, - N.O8“lO!30WE£ 79.35 feet to the Point of Beginning.

A.P. 18-151-27 (Ptn.)
October 9, 1987
NO. 1763 ‘W9C
Agenda Item #6.4:

CITYOF SONOMA AGREEMENT
with

VINTAGE HOUSE
Senior Services, Programs and Senior Center Facility
FY2021-2022, FY2022~2023, FY2023-2024
This AGREEMENTmade and entered into on this 12th day of November of 2021, by and between the City of Sonoma, a municipal corporation (hereinafter CITY)and Vintage House, a non—profit entity, (hereinafter VH).

WHEREAS,the VHprovides a valuable service to the CITYthrough its efforts to provide recreation and community service programs for seniors in the community; and, WHEREAS,the CITYdoes not directly provide recreation or community services and historically in the Sonoma, there are key non—profitsthat provides these services and facilities; and, WHEREAS,the CITYhas contributed for years to VHthrough various annual grant programs in recognition of the support and services that the VHprovides to seniors in the City and Valley; and,
WHEREAS,the CITYwould like to structure long~term contractual relationships with key non—profits,likeVH,which provide core municipal type recreation and community services; and WHEREAS,the VHis willing and able to perform the services herein provided.

AGREEMENT

1. NOW, THEREFORE,ITISAGREEDby the parties hereto as follows: The VH will provide the following core recreation and community services to seniors as a contractor to the CITY:
a) Operate and maintain a senior center to provide a gathering place and service center for seniors in the community;
b) Provide access to the community by opening the Senior Center for events and programming for the public or for private rental;
c) Provide enrichment, education, recreational and exercise programs for seniors; d) Provide emotional and health education and support programs; e) Develop outings and events for trips outside of Sonoma;

269331.3
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Agenda Item #6.4:

Vintage House
f) Provide transportation to seniors;
g) Emergency Services and Support;
h) Serve as a key communication and information linkto the senior population during an emergency; and
i) Provide assistance in time of disaster as requested by the C|TY’s Emergency Operations Center. Work cooperatively with the City in times of emergency.

2. The term of this Agreement is three years — FY21/22, FY22/23and FY23/24, commencing with July 1, 2021 and ending on June 30, 2024.

3. Funding from the CITYto VHis based on the RECREATIONANDCOMMUNITYSERVICES PROGRAM Funding and Policy Guidelines Funding Calculation approved by Council on March 5, 2018. The Funding Calculation is based on 1.5% of designated General Fund Tax Revenue sources which are specified as Property Tax-Secured, Property Tax~Unsecured, Property TaxSupplemental, Property Tax—HOPTR,Property Tax~County Collection, ERAF(State Transfer), Sales/UseTax, VLFSwap, Measure J—LocalSales Tax, TOT, Franchise Tax, Business License Tax and Property Transfer Tax. Of this amount, 90% is available to fund contracted recreation and community services.
a. The City reserves the right to determine whether the payment shall be done monthly for each year. For FY21/22, payments will be made to VHon a monthly basis, at the rate of $3,333.33 per month. Prior to the commencement of each fiscal year during the term of this Agreement, the City shall notify VHwhether the amount to be paid hereunder shall be paid monthly and the amount of each payment.

FY21/22
City Sponsorship / Service Contract
$40,000 -Annual
$10,000 —— Quarterly
$3,333.33 ——- Monthly
b. The CITYreserves the right to decrease the amount ofthe above allocation based on a recession or other economic factors that reduces the CITY'Srevenues or a decrease in City operational expenses. In those instances where the CITYreduces VH’sallocation, the CITY will give the VHinformal notice at least 60 days and a formal notice at least 30 days prior to the reduction taking effect and reduce the allocation for a period of time and an amount of the C|TY’s choosing.

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Agenda Item #6.4:

Vintage House

4. In consideration, the VHpromises and agrees to the conditions outlined in Attachment A.

Attachment B provides a broader overview of the programs VHoffers as background and the basis for this contract. In addition, VHagrees to meet the minimum insurance requirements as outline in Attachment C. Attachments A, B and C are incorporated by this reference.

The VHagrees to account for allfunding provided and to keep complete books and records thereof and to make available and to submit to audit by the CITYallsuch records upon the CITY'Srequest and without prior notice.

VHshall hold harmless, defend and indemnify the City and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with VH’sperformance hereunder or its failure to comply with any of its obligations contained in this agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City. During the term of this agreement, VHshall maintain the insurance policies specified in Attachment C, attached hereto and incorporated by this reference, naming the CITYand its officers, officials, employees and volunteers as additional insureds. Prior to the CITYmaking any of the payments specified in Section 3, above, evidence of said insurance, satisfactory to the CITY,shall be delivered to the CITYby VH.

The VHshall comply with all applicable federal, state, and local laws, rules and regulations in regard to non-discrimination in employment because of race, ancestry, color, sex, age, national origin, religion, marital status, medical condition, or disability and in regard to access to facilities, programs and services by persons with disabilities.

Except as above, neither party hereto shall assign, sublet or transfer any interest in or duty under this agreement without written consent of the other, and no assignment shall be of any force or effect whatsoever unless and until the other party shall have so consented. a) At any time and without cause, the CITYshall have the right in its sole discretion to terminate this agreement by giving written notice to the VHat least 60 days in advance of the date of termination. In the event of such termination, CITYshall pay the VHthe monthly amount specified in Section 3 for services rendered to such termination date but shall have no obligation to pay any amount beyond the date of termination. The last months payment shall be prorated to the termination date. Notwithstanding the above language, this agreement shall terminate without advance notice on June 30, 2024, unless extended by mutual, written agreement of the parties.
b) At any time and without cause, VHshall have the right in its sole discretion to terminate this agreement by giving written notice to the CITIYat least 60 days in advance of the date of termination. The last months payment shall be prorated to the termination date. In the event of such termination, CITYshall pay the VHthe monthly amount specified in Section 3 for services rendered to such termination date provided VHcontinues to provide the

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10. 11.

12. 13.

14. 15.

16. 17.
services described herein and otherwise performs its obligations under this Agreement, but the CITYshall have no obligation to pay any amount beyond the date of termination.

Ifthe VHshould fail to perform any of its obligations hereunder within the time and manner herein provided, or otherwise violates any of the terms of this agreement, there shall be deducted from any unpaid amount, the amount of damage, if any, sustained by the CITYby virtue of the breach of the Agreement by the VH. It is understood by the parties that this remedy is not exclusive, and the CITYreserves its rights to other remedies for breach in both law and equity.

The VHcovenants that it presently has no interest and shall not acquire any interest, direct or indirect which would conflict in any manner or degree with the performance of its services hereunder. The VHfurther covenants that in the performance of this contract, no person having any such interest shall be employed.

In the event either party brings an action or proceeding for damages arising out of the other’s performance under this Agreement or to establish the right or remedy of either party, the prevailing party shall be entitled to recover reasonable attorney's fees and costs as a part of such action or proceeding.

Nothing contained in the agreement shall be construed to create and the parties do not intend to create any rights in third parties.

Notices and payments shall be hand delivered or mailed to the parties at the following addresses:

CITY VH
Executive Director
Vintage House
264 First Street East
Sonoma CA95476
City Manager
City of Sonoma
No. 1 The Plaza
Sonoma CA95476
Nothing contained in this agreement or otherwise shall be construed as constituting a partnership orjoint venture between the CITYand the VH. The manner in which VHprovides the services which VH agrees to perform hereunder shall be solely the responsibility of the VH.

This Agreement represents the entire and integrated agreement between CITYand VHand supersedes all prior negotiations, representation or agreements, either written or oral. This Agreement may be modified or amended only by a subsequent written agreement signed by both parties.

The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall also govern the interpretation of this Agreement.

2693313
Agenda Item #6.4:

Vintage House

18. Notwithstanding anything to the contrary stated in this Agreement, the CITYexpressly reserves the right to exercise all authority under its police powers as well as the authority and powers it possesses under the laws applicable to emergencies and declarations of emergencies, including but not limited to the California Emergency Services Act, Cal.Gov’t Code sec. 8550 et seq., and Sonoma Municipal Code Chapter. 2.36, and may so exercise said powers irrespective of the terms and conditions of this Agreement.

INWITNESSWHEREOF,the parties hereto have hereunto set their hands and the day and year first above written.

CITYOF SONOMA
City Manager; City Clerk
,5
tzsl<5‘Z,
Date

VINTAGE HOUSE
E,,_';%co3d=——
Executive Director
l'2.llollozi
Date

269331.3
Agenda Item #6.4:

Vintage House

ATTACHMENT A - ADDITIONAL CONDITIONS
ACCESSAND AFFORDABILITY-- The VH shall maintain affordable membership fees and offer financial aid when necessary.

ANNUALREPORT —— The VHshall provide an annual written and oral report to City Council in a form acceptable to the City to provide sufficient financial and budgetary information to track the accomplishment of the core services provided. The CITYmay provide a more specific deadline during the term of the contract if needed.

CITYUSE OF SPACE—TheVH will provide the City with use of VH’sfacilities at no rental charge for special events, town hall meetings, workshops, or other activities. The use of space is contingent on the availability ofthe space (i.e., not being rented). The City shall reimburse VHfor actual "outof—pocket”expenses to use the space. ”Out—of—pocket expenses are defined as those actual expenses incurred by VH outside the normal businesses to allow the City to use the facility, but not including VH’soverhead costs (or allocations thereof), administrative expenses or other mark-ups.

Examples of ”out-of-pocket” expenses include, but are not limited to, wages for the building attendant to staff the facility during the City's after—hoursevent (i.e., event held outside of normal business hours); actual cost for third party building security to attend the event, if needed; and VH staff time to ”put away” tables and chairs after City events the next day if needed. City Staff will endeavor to limit the use of VHstaff for events. Specifically, City staff will assist in the set-up of the room and the restacking of the chairs and tables after City events. The VH shall not unreasonably withhold approval for the City to use the space.

EMERGENCYSUPPORT—-TheVHacknowledges the City's role as emergency operations lead for the city and its provision of mutual aid support to Sonoma Valley. The CITYreserves the right to request the VHfor assistance (shelter management, use of space, volunteers, etc.) if a declaration of emergency is called by the CITY. The City may enter into a separate more specific emergency support contract if deemed necessary.

SPONSORSHIP —~ VHrecognizes that the CITYis a major financial supporter through this contract and will provide the CITYwith public recognition through sponsorship identification and other means. The CITYwill provide the VHwith a copy of its logo for promotional purposes.

WEBSITE/ COMMUNICATION —TheCITYwill maintain a ”Recreation and Community Services” page on its website to promote and recognize the relationship outlined in this contract. The CITY will linkto the VH to assist in information dissemination to the public. The VHagrees to help the CITYpromote and spread the word about key CITYnews or opportunities. The CITYalso agrees to help communicate about key recreation and service opportunities provided by the VHto the public on an occasional basis.

2693313
Agenda Item #6.4:

Vintage House
COORDINATION MEETINGS—TheVH agrees to participate in regular meetings with the CITYand other key recreational non-profits as requested to help coordinate and further enhance recreation and community services within the community.

FUNDING REDUCTIONSDUETO CITYECONOMICCONDITIONS~~ Ifthe financial condition of the City necessitates funding decreases in City programs, the City Councilshall consider the needs of all City department programs, in light of the City Council's priority setting guidelines, and the Recreational and Community Programs budget willbe considered as one of these department programs. This means that the annual amount of a contribution within a mu|ti~year contract may be reduced based on City budget reductions. The City will provide the non—profitwith notice should this occur.

CONTRACT PAYMENTS —— The CITYreserves the right to pay the VH in a single installment or in "draws” at its sole discretion.

2693313
Agenda Item #6.4:

Vintage House
ATTACHMENT B — PROGRAM OVERVIEW
Please see April—June2021 Vintage

2693313
Agenda Item #6.4:

ATTACHMENT B — PROGRAM OVERVIEW
Activity Schedule April, May, June
:1 __, 2021

VINTAGE HOUSE
CONNECT. EXPLORE. BELONG. Please pre-register for Classes and Events on-line at vintagehouse.org/events Monday
Virtual French Conversation Zoom 10:30 — 11:30 Gerard Bessat Weekly Women’s Support Group 105 10:30 — 12:30 Joan Biersch Weekly COA Meals — 5 pack Parking Lot 11:00 - 12:00 Council on Aging Pre-Order 707.525.0143 ArtWorkshop Stone Hall 11:00 -- 1:00 Carol Davis 4/19, 5/3, 5/17, 6/7, 6/21 Virtual Creative Writing Zoom 2:00 -- 4:00 Ana Manwaring 3/22thru 4/26 Strength & Toning Level I
1 Stone Hall 2:30 - 3:30 VickiJackson 4/5thru 4/26
Tuesday
Senior Basket Food Parking Lot 9:00 — 9:45 Redwood Food Bank 3"‘ Tuesday Coffee at the House Outside 9:00 - 11:00 Volunteers Weekly Virtual SVHHealth Talks Zoom 9:00 -- 10:00 Sonoma Valley Hospital 4/20, 5/25, 6/24 Gentle Yoga Stone Hall 9:30 - 10:30 Sophie Weekly
Virtual Fall Prevention & Zoom 10:00 - 11:00 Ana Alexander & 5/4thru 5/18 Better Balance Dyan Urban
Beginning Pastel Landscape 105 10:00 — 12:0OJWandamae Lombardi | 4/13thru 4j29 KnitHappens 105 10:30 — 12:00 Betty Calabro Weekly Starting 5/11 Library Computer Use LLibrary 12:30 -— 2:30 Weekly
Virtual Strength and Toning Zoom 10:30 - 11:45 Vickie Jackson 3/9thru 4/13 Level II
Jin Shin Jyutsu Stone Hall 11:00 -— 12:00 Sophie Acheson 4/20 Virtual Beginning Spanish 1 Zoom 1:30 - 2:30 Judy Berti Weekly Virtual Green Wisdom Zoom 4:00 -- 5:00 Heidi Beke-Harrigan 4/6, 5/4 Yoga Nidra I
Wednesday
Virtual Italian Conversation Zoom 10:00 -11:00 Franco Zacchia Weekly Virtual Beginning French Zoom 11:00 -- 12:00 Jeri Bessat Weekly Supper’s On Parking Lot 11:00 — 12:00 Chef Bruce Yelner Weekly Library Computer Use Library 12:30 - 2:30 Weekly
VirtualSpanish ll Zoom 1:30 — 2:30 Judy Berti Weekly
Strength & Toning Level 1 Stone Hall 2:30 -— 3:30 VickiJackson 4/5thru 4/26 Thursday
Coffee at the House Outside 9:00 - 11:00 Volunteers Weekly Beginning Pastel Landscape 105 10:00 — 12:00 Wandamae Lombardi 4/13thru 4/29 Library Computer Use VHLibrary 12:30 — 2:30 Weekly
Virtual No Time Likethe Zoom 10:00 - 11:30 Mary Flett 3/4thru 4/29 Present
Gentle Yoga Stone Hall 1 11:00 - 12:00 Helene Silver Weekly Starting 5/6 Virtual Feldenkrais Zoom 12:00 - 1:00 Margot Schaal Weekly Zumba Gold Stone Hall 1:00 - 2:00 Becky Jo Peterson Weekly Starting 5/6 F?day
BirdWatching Outside 8:00 — 11:00 Jim Rosso Weekly
Virtual Gentle Yoga Zoom 9:30 -- 10:30 Sophie Acheson Weekly California Cares A Lot Zoom 10:00 - 11:00 Anthony Valluzzo 4/16 Soup's On Parking Lot 11:00 - 12:00 Volunteers Weekly
Closed
Memorial Day - Monday, May 31
Vintage House fosterslifelong learning, well-being, connection, personal growth, and support. We believe in living our best possible quality oflifeat any age. We are a vibrant community hub, o?ering diverse classes and events each week.

Everyone is welcome at Vintage House. Come connect, explore, and belong! »r-_m~.-—‘.~...-.«.., ...,.....:..._.................,,..........~..._..._..a_.,-, ._.,.,.....,.-...........»,—..,.,,_,,,,,,,,_,,,,,_,,,,._,W,_‘_m_____ _,_ _ ‘
Agenda Item #6.4:

Vintage House
ATTACHMENT C — INSURANCEREQUIREMENTS
Insurance Requirements for Most Contracts
Contractor 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 and the results of that work by the Contractor, his agents,representatives, employees or subcontractors.

MINIMUMSCOPE AND LIMITOF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal &advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limitapplies, either the general aggregate limitshall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limitshall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non—ownedautos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limitof no less than $1,000,000 per accident for bodily injury or disease.

Ifthe contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or the higher limitsmaintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The Entity, 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 Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liabilitycoverage can be provided in the form of an endorsement to the Contractor’s insurance (at least (as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).

Primary Coverage

269331.3
Agenda Item #6.4:

Vintage House
For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 O1O4 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or seif~insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity.

Waiver of Subrogation
Contractor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Contractor may acquire against the Entity by virtue of the payment of any loss under such insurance. Contractor 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 Entity has received a waiver of subrogation endorsement from the insurer. . However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and subcontractors.

Self-Insured Retentions
Self—insuredretentions must be declared to and approved by the Entity. The Entity may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses withinthe retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

Acceptability of Insurers
insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:Vil, unless otherwise acceptable to the Entity.

Claims Made Policies (note — should be applicable only to professional liability, Verification of Coverage
Contractor shall furnish the Entity with original Certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances

2693313
Agenda Item #6.4:

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

2693313
Agenda Item #6.4:

MAYSONNAVE RESIDENCE LEASE AGREEMENT
THIS LEASE is executed at Sonoma, California, on January 2001 by and between the CITY OF SONOMA, a municipal corporation (“CITY”),and the SONOMA LEAGUE FOR HISTORIC PRESERVATION, a California non-profit corporation (“TENANT”).

1. CITYhereby leases to TENANT and TENANT leases from CITY, on the terms and conditions hereinafter set forth, those certain premises situated in the CITY OF SONOMA, State of California, described as the Henri Maysonnave House located at 291 FirstStreet East, Sonoma being a 1,350 square foot three bedroom house (referred to as “the Premises” herein). The Premises shall include the house and surrounding areas as shown on map which shall be Exhibit A, including the lot south of the existing house. TENANT shall be entitled to gain access to the Premises from any existing driveway leading to the house or from any public walkway or sidewalk.

2. The term of this Lease shall be for twenty-five (25) years, commencing upon the date the agreement is executed by CITY and TENANT. Tenant is hereby granted an option to extend the term hereof by two additional five year periods, bygiving notice to CITYof its intent to do so, said notice given to CITYduring the last year of each term. Said notice shall be effective so long as TENANT is not in default of any provision of this Lease at the time of giving such notice.

3. TENANTshall pay rent to the CITY OF SONOMA in the sum of $1 .00 each year, payable by January 1, as consideration for the use of the Premises herein described.

4. The Premises are leased to TENANTfor the purpose of establishing and maintaining a museum and a research library, open to the public during established office hours. Other uses customarily associated with museums such as offices, meetings,and social events are also permitted. TENANTshall not use, or permit the Premises, or any part thereof to be used, for any purpose or purposes other than the purpose or purposes for which the Premises are hereby leased.

5. TENANTshall not make, or suffer to be made, any alterations of the Premises, or any part thereof, without the written consent of the CITY. This provision allows TENANTto change inside display rooms by 1 Agenda Item #6.4:

the use of moveable furnishings and to make non-structural modifications to the interior of the structure without prior consent.

6. TENANTshall pay for all water, gas, sewer, electricity, telephone service, and all other service supplied to the Premises. If property taxes are assessed, only taxes on the structure and its contents will be passed through to the tenant.

7. TENANTshall not vacate or abandon the Premises at any time during the term, and ifTENANT shall abandon, vacate or surrender the Premises, or be dispossessed by process of law, or otherwise, any personal property belonging to TENANT and left on the Premises shall be deemed to be abandoned, at the option of the CITY, except such property as may be secured by a third party.

8. a. TENANTshall, at its sole cost, keep and maintain the interior and the exterior of the Premises, together with exterior walkways, site utilities and exterior appurtenances and landscaping of the premises, and any permitted alteration or exterior sign, in good and sanitary order, condition and repair. b. CITY and TENANTunderstand that the premises are in need of upgrading, repair and maintenance to make it available for the intended purposes of this Lease. TENANT agrees to perform any and all repair and maintenance required to make it available for its intended uses under this Lease and such repairs and maintenance as is reasonably required by ClTY's Building Official to bring the building into compliance with local, state and federal building and accessibility codes and laws as they might and do apply to the use, maintenance and operation of the house for the purposes of this Lease.

TENANTagrees to perform‘ such work prior to occupying the Premises for the purposesof this Lease.

9. Subject to the understanding that the Maysonnave House is currently in needof upgrading, maintenance and repair as described in paragraph 8.b. above, by entry hereunder, TENANTaccepts the Premises as is. TENANTagrees on the last day of said term, orsooner termination of this lease, to surrender unto CITY all and singular Premises with said appurtenances in the samecondition as when restored, reasonable use and wear thereof and damage by ?re, Act of God, or by the elements excepted, and to remove all of TENANT's historical material from the Premises. 2 Agenda Item #6.4:

10. TENANT, as a material part of the consideration to be rendered to CITY, herebywaives all claims against CITY for damages to goods, wares, merchandise, and historical artifacts in, upon or about the Premises and for injuries to TENANT, its agents or third persons in or about the Premises from any cause arising at any time, unless such damage is the proximate result of a negligent or intentional act of the CITY, its agents or employees. TENANTwill hold CITY exempt and harmless from any damage or injury to any person, or to the goods, wares, merchandise and historical artifacts of any person, arising from the use of the Premises by TENANT, or from the failure of TENANTto keep the Premises in good condition and repair, as herein provided.

11. TENANTagrees at all times during the term of this Lease to keep, at TENANT'ssole expense, all of the personal property that may be in or on the leased Premises insured against loss or damage by fire, theft, vandalism, and any other peril included within fire and extended coverage. CITYagrees at all times during the term of this Lease to insure the museum building against loss by fire, earthquakes, and any other Acts of God for which other City buildings are insured.

12. TENANTfurther agrees to take out and keep in force during the life hereof at TENANT's expense public liability insurance in companies recognized by CITY's insurance carrier to protect against any liabilityto the public incident to the use of or resulting from any accident occurring in or about the Premises, the liability under such insurance to be not less than FIVE HUNDRED"HOUSAND DOLLARS ANDNO/100 ($500,000.00) for any one person injured, or ONE MILLIONDOLLARSANDNO/100 ($1,000,000.00) for any one accident or TWENTYFIVETHOUSANDDOLARSANDNO/100 ($25,000.00) for property damage. TENANTshall cause the CITYto be named as an additional insured on such policy or policies and to have copiesof such policies delivered to the CITY, containing the endorsement or agreement of the insuring company(ies) that such policies will not be canceled or modified without prior written notice to the CITY at least ten (10) days in advance.

13. TENANTshall permit CITY and its agents to enter into and upon the Premises at all reasonable times, after prior request to TENANT's Board of Directors for the purpose of inspecting the same. 3 Agenda Item #6.4:

14. TENANTshall not assign this Lease, or any interest therein, and shall not sublet the Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person to occupy or use the Premises, or any portion thereof, without the written consent of the CITY. Consent shall not be unreasonably withheld.

15. TENANTwillstaff the Premises at no cost to CITY, and will maintain and post its scheduled hours of operation. At CITY request and upon prior arrangement, TENANTwill provide_staffto open the building during non-of?ce hours so thatthe Premises can be shown to visiting dignitaries, school children, etc., at no charge or cost to CITY.

16. Waiver by either party of a breach of any covenant of this Lease willnot be construed to be a continuing waiver of any subsequent breach. No waiver by either party of a provision of thisLease will be considered to havebeen made unless expressed in writing and signed by all parties.Termination for cause may be made upon ten (10) days written notice to TENANT. 1 17. Default and Termination:

A. The occurrence of any one or more of the following events shall constitute a material default, breach of this Lease, and good cause to terminate the Lease:
(i) The vacating or closure (without mutual agreement) for more than sixty (60) consecutive days or the abandonment of the Premises by TENANT, other than closure due to fire, earthquake, or Acts of God.
(ii) The failure by TENANTto make any payment of rent or other financial obligations (stated elsewhere in lease), as and when due; (iii) The failure by TENANT to observe or perform any of the covenants,conditions or provisions of this Lease to be observed or performed by TENANT, where such failure shall continue for a period of ten (10) days after written notice thereof by CITYto TENANT; provided, however, that if the nature of the default is such that it cannot reasonably be cured within such (10) day period, TENANTshall not be in default hereunder if itshall within such period of time commence such and thereafter diligently 4 Agenda Item #6.4:

prosecute the same to completion;
(iv) The making of TENANTof any general assignment or general arrangement for the bene?t of creditors; or the filing by or against TENANTof a petition to have ‘IENANT adjudged ‘ bankrupt, or a petition for reorganization or arrangement under any law, now existing or hereafter amended or enacted, relating to bankruptcy or insolvency (unless, in the case of an involuntary petition ?led against TENANT, that TENANThas not consented to, or admitted the material allegation of said petition and the same is dismissed withinthirty (30) days); ortheappointment of a trustee or a receiver (other than in a bankruptcy or insolvency proceeding) to take possession of substantiallyall of TENANT’s assets located at the Premises or of TENANT’s interest in this Lease, where pose; zssion is not restored to TENANTwithin thirty (30) days.

B. In the event of any such material default or breach by TENANT, CITY may, at any time thereafter, with ten (10) days written notice to TENANTdemand andwithout limiting CITY in the exercise of any right or remedy which CITY may have hereunder, or othewvise at law or in equity by reason of such default of breach, terminate the:TENANT’s right to possession of the Premises by notice to TENANTor any other lawful means, in which case this Lease shall terminate and TENANTshall immediately surrender possession of the Premises to CITY. In such event CITY shall be entitled to recover from TENANTall sums due and owing under this Lease as of the date of TENANT’s default and all damages incurred by CITY by reason of TENANT’s default.

I
In the event of termination of this lease by the City for reasons other than breach or default, the City willreimburse the tenant for all costs of restoration at the amortized value of the improvements at the time of termination. Such reason specifically shall be the City's intended use of the building for museum or park purposes. In that event, the TENANTshall be given 24 months notice to vacate and find other suitable premises. The term may be shorter only ifthe TENANTchooses to vacate sooner. 5 Agenda Item #6.4:

18. Notwithstanding any other provision of this Lease, TENANTmay terminate this Lease without cause, by the giving of one hundred eighty (180) days written notice of an intent to terminate. The term may be shorter by mutual agreement.

19. Upon termination of this Lease for any reason TENANT shall be allowed forty-five (45) days after termination to remove all property belonging to TENANT, or in their care and possession other than those owned by CITY.

20. Nothing contained in this Lease shall be construed as making ClTY and TENANTjoint venturers or partners.

21. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators, legal representatives and assigns of the parties hereto.

22. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

23. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way effect, impair, or invalidate any other provision hereof and all such other provisions shall remain in fullforce and effect.

INWITNESS WHEREOF, the parties have executed this agreement.

CI
Pamela Gibson
City Manager _ Dated: Chm .at (.9 , 2001
Agenda Item #6.4:

First Street East
Maysonnave Lease
291 First Street East
Exhi it "A"
A.P.N. 018-131-006
Agenda Item #6.4:

cry of Sonoma& Sonoma Leaguefor HistoricPreservation
THISFIRSTAMENDMENT TOMAYSQNNAVEBESIDENCE LEASEAGREEMENT(this “Amendment”)is effectiveas of the day of Bf’ 7' 2020,betweenthe City of Sonoma,a municipalcorporation(Lessor”),andthe SonomaLeague for HistoricPreservation,a Californianon-pro?t corporation(“Tenant”)and is enteredintobaseduponthefollowingfacts:

RECITALS
WHEREAS,LessorandTenant enteredintoa MaysonnaveResidenceLeaseAgreement. dated,Januaiy 16,2001,(the -“Lease”)coveringthe real property describedin theLeaseas the “Premises”andbothdesireto amendthe Leasein accordancewiththe terms set forthbelow; WHEREAS,theUsePermit(“UsePermit”)granted to theTenantforthePremisesbythe PlanningCommissionon March14,2019,allowstheuse of thesiteas a museum, officerand/or forspecialevents; and WHEREAS,the Use Permitalso allowsthe continueduse of the site for the Tenant’s headquarters,of?ce use, a museum,variousspecialevents, all as detailedin the Use Permitand its Conditions of Approval a true and correct copy of whichare attached as Exhibit A and incorporatedbythisreference.

AGREEMENT
NOW THEREFORE,in considerationof the facts recited above and the covenants, conditionsandterms set forthbelow,Lessor andTenantherebyagree as follows:

1. Section2 of the Lease shallbeamended in its entiretyto read as follows:
“Theterm ofthisLeaseshallexpireon Janua1y’26,2030.Tenant is herebygranted an optionto extendthe term hereof by two additionalfive~yearperiods,by giving writtennoticeto Lessorof its intentto do so;saidnoticeshallbe given to Lessor no laterthan 180daysbefore any expirationdate.Saidnoticeshallbe effectiveso longas Tenantis not in defaultof any provisionof thisLease at the timeof giving suchnoticeand at the time of commencement of theextendedterm. The City Managerhasthe authorityto execute a formalextensionto the term whennoticeis provided.”

2. Section4 of theLeaseshallbe amended to readas follows:

ThePremisesare leaseto Tenantforthepurposeof establishingandmaintaininga museumanda researchlibrary, opento thepublic during establishedof?ce hours. 1 Agenda Item #6.4:

Other uses customarilyassociatedwith museums such as offices, meetings,and social events are alsopermitted.Alluses shallbe inaccordancewithandsubject to theUsePermitanditsconditionsof approval,astheymay be amendedfromtime to time.In the event any conflictarisesbetweentheterms andconditionsofthis LeaseandthoseoftheUsePermitanditsconditionsof approval,themore stringent conditionor term shallobtain.Tenantshallnot use, or permitthe Premises,or any part thereof to be used, for any purpose or purposes otherthan the purposeor purposesfor whichthe Premisesare herebyleased.

3. Section6 oftheLeaseshallbe amendedto addthe following provisionsthereto:

ThisLease may create a possessoiy property interestsubjectto property taxation pursuant to Cal.Rev. & Tax.Code section107.6.Any propertytax liabilitycreated by thisLease shallbe the exclusiveliabilityof and shallbe paidby the Tenant.

4. Section8(c)is addedto theLease to readasfollows:

Thefollowingrequirementsare includedhereinby Cityto complywithCiv.

Code, § 1938:

E!ThePremiseshavenot undergoneinspectionby a Certi?edAccessSpecialist (CASp).

CIThePremiseshaveundergoneinspectionby a CertifiedAccessSpecialist (CASp).

ElAttachedheretois a copy ofthe current disabilityaccessinspectioncerti?cate.

IZJTenant acknowledgesthatit hasreceivedat least48 hourspriorto the execution of thisAmendmenta copy of the report preparedby the CertifiedAccess Specialist(CASp)dated[I/28/2020],a copy of Whic ' '1 ch dheretoas ExhibitB (the“CASpReport”).Tenants’initials _
,9 ) . Lil[éiiiy/Tenant] shallbearthecost of anyworkcalleer theCASpReport.

E21Tenanthereby agreesto keep andmaintainthe confidentialityofthe CASp Reportandwillnot disclosethecontentsthereofto any thirdparty without?rst -obtainingthe writtenconsent of City, whichconsent City may grant or withhold in itssoleand absolutediscretion,except as necessary forTenant to complete repairsand correctionsof violationsof construction~relatedaccessibilitystandards thatTenant agrees to make.

E] Tenant acknowledgesand agrees thatja Certi?ed AccessSpecialist(CASp) can inspectthesubjectPremisesanddeterminewhetherthe subjectPremises complywithallof the applicableconstruction-relatedaccessibilitystandards understate law. Althoughstate lawdoesnot requirea CASp inspectionofthe subjectPremises,the City may not prohibitthe Tenant from obtaininga CASp inspectionofthe subjectPremisesforthecontinuedoccupancybytheTenant, ifrequested by the Tenant.Thepartiesshallmutuallyagree on the arrangements for the timeandmanneroftheCASpinspection.The Tenant shallpay the fee for the CASpinspectionandpayforthecost of makingany repairsnecessary to correct violationsof construction-relatedaccessibility standardswithinthe Premises.

Agenda Item #6.4:

5. Section9-Ais addedto theLeaseto readasfollows:
a. Tenantshall,at itssolecost andexpense,complywithalloftherequirements of allmunicipal,state and federalauthoritiesnow in force, or whichmay hereafterbe inforce,pertainingto thePremises,andshallfaithfully observein the use or occupancyof the Premisesallmunicipalordinancesandstate and federalstatutes, lawsandregulationsnowor hereafterin force,including, withoutlimitation,the “EnvironmentalLaws”(ashereinafterdefined), andthe AmericanswithDisabilitiesAct,42 U.S.C.A.§§ 12101to 12213(andany ’
rules,regulations,restrictions,guidelines,requirementsor publications promulgatedor publishedpursuant thereto),whetheror not any ofthe foregoingwereforeseeableor unforeseeableat the timeof theexecutionofthis Lease.Tenant'sobligationto complywithandobservesuchrequirements,‘ ordinances,statutesandregulationsshallapplyregardlessof whethersuch requirements,ordinances,statutes and‘regulationsregulateorrelateto Tenant's particularuse ofthe Premisesor regulate or relateto the use of premisesin general,andregardlessof the costthereof.Thejudgmentof' any court of competentjurisdiction,or the admissionof Tenantin any actionor proceeding againstTenant,whetherCitybe a party theretoor not, that any such requirement,ordinance,statuteor regulationpertainingto thePremiseshas beenviolated,shallbe conclusiveof thatfact as betweenCity andTenant. b. Theterm “EnvironmentalLaws” shallbe deemedto include,without limitation,33 U.S.C.A.Section1251et seq., 42U.S.C.A.Section6901et seq.. 42U.S.C.A.Section7401et seq., 42 U.S.C.A.Section9601 et seq., and CaliforniaHealthandSafetyCodeSection25100et seq.,and25300et seq., CaliforniaWaterCode,Section13020etseq., orany successor(s)thereto,all local,state and federallaws,judgments,ordinances,orders,‘rules,regulations, codesandothergovernmentalrestrictions,guidelinesandrequirements,any amendmentsand successorsthereto,replacementsthereofandpublications promulgated‘pursuant thereto,whichdealwithor otherwisein any manner relateto, medicalor biologicalwaste, air or water quality,air emissions,soil or groundconditionsor otherenvironmentalmatters of any kind. c. Tenant agreesthatduringtheTerm ofthisLease,thereshallbe no use, presence,disposal,storage, generation,leakage,treatment,manufacture, import,handling,processing,release,or threatenedreleaseof Hazardous Materialson,from or underthePremises(individuallyand
collective1y,'“HazardousUse”) except to the extent that,andin accordance withsuchconditionsas City may have previouslyapprovedin writingin its soleandabsolutediscretion.However,withouthenecessityof obtainingsuch priorwrittenconsent,Tenantshallbe entitledto use andstore only those HazardousMaterialswhichare(i)typicallyused inthe ordinarycourse of businessina museumor-office for use inthemannerfor whichthey were designedandin suchlimitedamounts as may be normal,customary and necessaryforTenant'smuseumand/or officebusinessin the Premises,and (ii) Agenda Item #6.4:

in full compliancewithEnvironmental Laws,and alljudicialand administrativedecisionspertainingthereto.For thepurposesof this Section9~ A,the term HazardousUseshallincludeHazardousUse(s)on,fromor under thePremisesbyTenantor any ofits directors,officers,employees, ' shareholders, partners, invitees,agents, contractors,occupants, or subtenants (collectively,“Tenant'sParties”), whetherknownor unknownto Tenant, and whetheroccurring and/orexisting duringor prior to the commencement of the TermofthisLease.
. Tenantagrees that duringtheTermof thisLeaseTenantshallnot be in violationof any federal,state or locallaw, ordinanceor regulationrelatingto industrialhygiene,soil,water, or environmentalconditionson,underor about the Premisesincluding,butnot limitedto, theEnvironmentalLaws.

City shallhavethe right at alltimesduringthe termof thisLeaseto (i) inspect thePremisesandto (it) conductests andinvestigationsto determinewhether Tenantisin compliancewiththeprovisionsofthisSection.Exceptin case of emergency,Cityshallgive reasonablenoticeto Tenantbeforeconductingany inspections,tests, or investigations.Thecost of allsuchinspections,tests and investigationsshallbe borneby Tenantif Tenantisinbreachof Section9-Aof thisLease.Neitherany actionnor inactionon the part of City pursuant to this Section9-Ashallbe deemedinanyway to releaseTenant from, or in any way modifyor alter, Tenant'sresponsibilities,obligations,and/orliabilitiesincurred pursuant to Section9—Ahereof.

Tenantshallindemnify,holdharmless,and,at City'soption(with‘such attorneys as Citymay approvein advanceand in writing),defendCity and City's officers,electedofficials,employeesand agents (“CityEntities”)from andagainst any andall“Losses”(hereinafterdefined)arisingfromor related to: (a_)any violationor allegedviolationby Tenant or any of Tenant's Partiesof any of therequirements,ordinances,statutes,regulationsor otherlawsreferred to inthis Section9-A, including,withoutlimitation,theEnvironmentalLaws; (b) any breachof the provisionsof thisSection9—Aby Tenant or any of Tenant's Parties;or (c) any HazardousUse on, aboutor from the Premisesof anyHazardousMaterial approvedby City underthisLease.The term “Losses”shallmeanall claims,demands,expenses,actions,judgments, damages(whetherconsequential,director indirect,knownor unknown, foreseenor unforeseen),penalties,tines,liabilities,lossesof everykindand nature (including,withoutlimitation,property damage,diminutionin valueof City‘sinterestinthePremises,damagesforthe lossor restrictionon use of any space or amenitywithinthe Premises,sumspaidin settlement of claims,fines andany costs andexpensesassociatedwithinjury, illnessor deathto or of any person,suits,administrativeproceedings,costs andfees,including,but not limitedto, attorneys‘andconsultants’feesandexpenses,andthe costs of cleanup,remediation,removalandrestoration,that are in any way relatedto anymattercoveredby the foregoingindemnity.

Agenda Item #6.4:

6. Section12of theLeaseis amendedinits entiretyto read as follows:
a. Tenantshall,at Tenant'sexpense,obtainandkeepinforce duringtheterm of thisLease,a commercialgeneralliabilityinsurancepolicy insuringTenant andprotectingCityandtheCityEntitiesagainst any liabilityto the publicor to any inviteeofTenant or a CityEntityagainsttherisksof, bodilyinjtuy and property damage,personalinjury,contractualliability,completedoperations, productsliability,hostliquorliability,ownedand non-ownedautomobile liabilityarisingout of theownership,use, occupancyor maintenanceofthe Premisesand all areas appurtenant thereto.Suchinsuranceshallbe a combinedsingle limitpolicy in an amount not lessthantwo milliondollars ($2,000,000)per occurrencewitha two milliondollars($2,000,000)annual aggregate. Cityand theCityEntitiesshallbe namedas additionalinsured(s). Thepolicyshallcontaincrossliabilityendorsementswithcoveragefor City forthe negligenceof Tenant eventhoughCityis namedas an additional insured;shallinsureperformanceby Tenant of the indemnityprovisionsof thisLease;shallbeprimary,not contributingwith,andnot inexcessof coverage whichCitymaycarry;shallprovidefor severabilityofinterest;shall providethatan act or omissionof one of the insuredor additionalinsureds whichwouldvoid or otherwisereducecoverage shallnot voidor reduce coverages asto the otherinsuredor additionalinsureds;andshallafford coverage afterthe Tenn ofthisLease (byseparate policyor extensionif necessary)for all claimsbasedon acts, omissions,injuryor damagewhich occurredor arose (or the onset of whichoccurredor arose)in wholeor inpart duringtheterm ofthisLease.Thelimitsof said insuranceshallnot limitany liabilityof Tenanthereunder.Not morefrequentlythanevery year, if,inthe reasonableopinionof City,the amount of liabilityinsurancerequired hereunderisnot adequate,Tenantshallpromptlyincrease‘saidinsurance coverageasrequiredbyCity.
b. Tenantshallcarry Workers’Compensationinsuranceas required by law, includingan employers’liabilityendorsement.
c. Tenant shallkeepin force throughouttheTerm all otherinsurancepolicies reasonably.requiredbytheCity’spoolingauthority.

7. Section14of theLeaseis amendedin its entiretyto readas follows:
a. Tenantshallnot assign,mortgage, pledge,encumber,or hypothecatethisLease or any interest herein(directly,indirectly,voluntarilyor involuntarily,byoperationof law, or otherwise)or subletthePremises or any part thereof,or permittheuse ofthe Premisesby anyone otherthan Tenantwithoutthe priorwrittenconsent ofthe CityManager first being obtained.Anyof the foregoingacts withoutsuchconsentshallbe voidiand,at thesole optionof City,constitutean Agenda Item #6.4:

Eventof DefaultentitlingCityto terminatethisLease and to exerciseall otherremedies availableto CityunderthisLease andat law.
b. In the event thatTenantshoulddesireto subletthe Premisesor any part thereof,or assignthis Lease,TenantshallprovideCitywithwrittennoticeofsuch desireat leastsixty (60) daysin advanceof the proposedeffectivedate of such sublettingor assignment.Suchnotice shall include: ‘ '
(i)the name ofthe proposedsubtenant or assignee;
(ii)the nature of businessto be conductedbythe proposedsubtenantor assignee inthe Premises;
(iii)the terms andconditionsof theproposedassignmentorsubleaseincluding but not limitedto a detaileddescriptionof allcompensationin cashorotherwisewhichTenant wouldbe entitledto receivein connectionwithsuchassignmentor sublease;and (iv) themost recent ?nancialstatements or otherfinancialinformationconcerningthe proposedsubtenantor assigneeas the CityManagermay require.At any timewithinthirty (30) daysfollowingreceiptof Tenant'snotice,theCityManagermay by writtennoticeto Tenant electto:
(aa)consent to theproposedsublettingofthePremisesor assignmentofthis Lease; or -
(bb)disapproveofthe proposedsublettingor assignment.
c. The Tenanthas an approvedUse Permit(datedMarch14,2019)whichallowsthe Maysoimaveproperty to be usedfor primarilyfor a museum, but alsoforspecialevents and of?ce._Cityshallnot unreasonablywithholdits consent to a proposedsubletting or assignment.

Withoutlimitingothersituationsinwhichit may be reasonablefor Cityto withholdits consent to any proposedassignmentor sublease,City andTenantagreethatit shallbe reasonablefor City to withholdits consent inany one or more of thefollowingsituations:
(i) in City'sreasonablejudgment,the proposedsubtenantor assignee orthe proposeduse ofthe Premiseswoulddetractfrom the status of the structures on the Premisesas historicaland usablefor museumpurposes or wouldgenerate foot traffic or density materiallyin excess of the amount generatedby Tenant's operationson the Premisesor wouldotherwisebe inexcess of that customary forthe structureson thePremisesor wouldimposea materiallygreater loadupon janitorial,securityor otherservicesthanis generatedby Tenant'sbusinessor wouldotherwisebe inexcess of thatwhichis customary for thePremisesor wouldviolatethe Use Permitand/orits conditionsof approval;
(ii)in City'sreasonablejudgment,the ?nancialworthofthe proposedsubtenantor assigneedoes not meet the creditstandardsappliedby City in consideringothertenants under leaseswithcomparableterms,or Tenantshallhavefailedto provideCitywithreasonableproof . of thefinancialworthofthe proposedsubtenantor assignee; or (iii)in City'sreasonablejudgment,the businesshistory andreputationin the community ofthe proposedsubtenantor assignee does‘notmeet the standardsappliedby City in considering othertenants in otherpropertiesownedbythe‘City.

Agenda Item #6.4:

d. Subjectto obtainingCity'sconsent in accordancewiththerequirementsofthisSection,in orderfor any assignmentorsubleaseto be bindingon City, Tenantmustdeliverto City, promptlyafterexecutionthereof,an executedcopy ofsuchsubleaseor assignmentwherebythe subtenantor assigneeshallexpresslyassume allobligationsof TenantunderthisLease as to the portionof thePremisessubjectto such assignmentorsublease.Any purportedsubleaseor assigmnentwillbe of no legal force or effect unlessanduntilthe proposedsubleasehas been consentedto, in writing,by theCityManageranda fullyexecutedcopythereofhas been receivedby City.
e. CityandTenant agreethat zero (0%)of any rent or otherconsiderationreceivedor to be receivedby or on behalfof or for thebenefitofTenantas a resultof any assignmentor sublettlng,in excessof thebasicrent and operatingexpensesandproperty taxes whichTenant is _ obligatedto pay underthisLeaseshallbe payableto Cityasadditionalrent underthis Lease. f.RegardlessofCity's consent, no sublettingor assignmentshallreleaseTenantor any guarantor ofTenant, of its‘or their obligations,oralterthe primaryliabilityof Tenantand itsguarantor(s), if any, to pay rent andto_performall otherobligationsto be performedbyTenanthereunder.The acceptance of payments byCityfromany otherperson shallnot be deemedto be a waiverby Cityof any provisionhereof.Consentto one assignmentor sublettingshallnot be deemed consent to any subsequentor furtherassignment,subletting,hypothecationor third-partyuse or occupancy.In the event of defaultby any assigneeorsuccessorof Tenant in theperformanceof any of the terms hereof,Citymay proceeddirectlyagainstTenant and/oritsguarantor(s),if any, without thenecessityof exhaustingremediesagainstsaidassigneeor successor.Citymay consent to subsequentassignmentsor sublettingof thisLease or amendmentsormodi?cationsto thisLease withassigneesofTenant, withoutnotifyingTenant and/orits guarantor(s),if any, or any successorof Tenant,andwithoutobtainingits or theirconsent theretoandsuchactionshall not relieveTenant and/oritsguarantor(s),if any, or any successorofTenantof liabilityunder thisLease.
g. Cityshallhavethe unconditionalright to sell,encumber,pledge,convey, transfer,and/or assignany and all of itsrights andobligationsundertheLeasewithoutthe consent of or noticeto Tenant or any guarantor(s)of Tenant'sobligationshereunder.

8. Section24is addedto theLease to readas follows:

Tenantshallprotect, indemnity,defend(withcounsel1'easonablyapprovedby the City)andhold CityEntitiesharmlessfromand againstany andallloss,claims,damages,expense,liabilityor costs (includingcourt costsandattorney'sfees)incurredby reason of (a) any damageto any property(includingbut not limitedto property of anyCityEntity)or any injury(includingbut not limitedto death)to any person occurringin,on or aboutthePremises,to the extent thatsuch injuryordamageshallbe causedby or arisefromany actualor allegedact,neglect,fault,or emissionby orofTenant or any of Tenant's agents, contractors, employees,licensees,assignees, subtenants or invitees(collectively,the “TenantEntities”)to meet any standardsimposedby any dutywithrespect to the injuryor damage; (b)theconductor management of any workor thing whatsoeverdoneby the Tenantinor aboutthePremisesor from transactionsoftheTenant concerningthePremises;(c)Tenant'sfailureto complywithany and all governmental laws, ordinancesandregulationsapplicableto the conditionor use of the Premisesor its occupancy;or (d) any breachor defaultonthe part of Tenant in theperformance of any covenant or agreement 7 Agenda Item #6.4:

onthe part of theTenanttobe performedpursuantto thisLease;provided,howeverthe foregoingindemnityshallnot applyto any loss,claims,liabilityor coststo theextent arisingin connection withthe solenegligenceorwillfulmisconduct oftheLandlordEntities.The provisionsofthisArticleshallsurvivetheterminationof thisLeasewithrespectto any-claimsor liabilltyaccruingpriorto suchtermination. ’

9. CapitalizedtermsusedinthisAmendmentshallhavethesamemeaningssuchterms aregiven intheLease.Exceptas specificallysetforthherein,thisAmendmentshallinnoway modify,alter oramendtheremainingtermsof theLease,allofwhichare ratifiedby thepartiesandshallremain infullforce andeffect.To theextent thereis any con?ict betweenthetonne andconditionsofthe LeaseandthisAmendment, the,terms andconditionsofthisAmendmentwillgovern andcontrol. i0.Thesignatoriesheretowarrant andrepresent thattheyhavebeendulyauthorizedbytheentity whichs/herepresentsto executethisAmendmentandthatthisAmendmentisbindingontheentity whichs/herepresentsinaccordancewithitstermsandconditions.

INWITNESSWHEREOF,thepartieshaveexecutedthisAmendmenton thedayandyear ?rst writtenabove.

Cityof Sonoma,amunicipalcorporation Sonoma Historic Preservation League, a Californianon-pro?t
By:
4 By: ?ag‘; (fé 2;-4%,/(» 5,23.

Name: q_W}/"D{A/ Name: A_liceP.Duffee'
Title: ‘ Wi VIZ Title: Bresident,BoardofDirectors
Date: 1‘@ Date: I 2-0
Agenda Item #6.4:

ExhibitA: UsePermit for 291First Street East
Agenda Item #6.4:

_® AL
Cityof SonomaPlanningCommission

CONDITIONSOF PROJECTAPPROVAL
MaysonncveUsePermit
291FirstStreetEast
March14,2019
i. ThisUsePermitapprovalauthorizesthe useofthe 1,400—square footMaysonneveHouseanddetached CarriageHousefor an office,museumandforspecialevents. Theprojectshalloperatein substantial conformancewithapplicationmaterials submittedon February21, 2019, includingthe project narrative,projectplans,specialeventshistory,andproposedguidelinesonMaysonnaveproperty use, exceptasmodi?edbytheseconditions.

2. indemnity,FeeNotice,andTimeLimitations:
:1. in~aecerdancewitli€evernmentGedeSeetiorr6644‘4:9,-t’_Iji1e appliccntldeveloper andanysuccessorininterest,whetherinwholeorinpart,shalldefend,indemnify,andholdharmlesstheCityandits agents, o?icers,attorneys, andemployeesfromany claim,action,or proceedingbroughttiguinst the Cityor its agents, officers,attorneys, or employeesto attack,set aside,void,or annnlthe BignningCommission’sdecisiongt issueherein,includingany approyglof any portionof the projectortheenyironmentg]reyieyydccumeptis)for theProject.Thisindemni?cationshallinclude damagesorfees'awz'1rded agalnsttheCity,if any,costsofsuit, attorney'sfees, andothercosts and expensesincurredin connectionwithsuchactionwhetherincurredby the developer,the City, and/orpartiesinitiatingorbringingsuchaction. b. The appiicgnt/dgye1ope1'and any successorininterest.whetherin whole or in part,shalldefend, indemni?g,andholdharmlesstheCity,itsagents, employees,andattorneysfor oil costsinc3j1:re¢_;i inadditionalinyestiggtigpof or studyof, or forsupplementing, preparing,redrafting,royising,or mncgdlpganydocument (includedbutnot limitedto anvenvircnmental documentor madenecessaryby saidlegalactiongridthedeyeloperdesirestopursuesecuringsuchgpproypl, utter initiationof suchiitiggtion, whichare conditionedonthe approvalof suchdocumentsin a formandunderconditions approyedbytheCityAttorney,
o. In the event that a claim,action,or proceedingdescribedin subsectionnumbera ci_'_habove is brought,theCityshallpromptlynotifythe developerof the existenceof the claim,action,or proceeding,andtheCitywillcooperatefullyinthedefenseofsuchclaim,action,orproceeding. Nothing hereinshallprohibitthe City from participatinginthe defenseof any claim,action,or proceeding; theCityshallretainthe rightto (i) approvethecounselto so defendtheCity,(ii) approveallsignificantdecisionsconcerningthemannerinwhich‘thedefenseis conducted,and(iii) approveanyandallsettlements, whichapprovalshallnot beunreasonablywithheld.TheCityshall alsohavetherightnotto participateinsaiddefense,except thatthe Cityagreesto cooperatewith thedeveloper‘inthedefenseofsaidclaim,action,or proceeding.IftheCitychoosesto havecounsel of its owntodefendany claim,action,or proceedingwherethe developerhas alreadyretained counsel to defendtheCity in suchmatters,the fees andexpensesof the counselselectedby the Cityshallbepaidbytheappiicantldevcioper.
10 Agenda Item #6.4:

i?sercieveleper-rrnsLany—sueeesser-isa—tnteresi,—wi1ether=ia—wheleer—in—partyslaaiidefend,-iradernnity; mdhdd4rmnieu4heGlw?m-agema4mpleww?ndn#emwefeHdieMMnwrmd4HddiHenm investigstieno?eremdye?eeferisupplemeating,-preperingrredrattingrrevisingreeamendiegtauy deenmm?fmsdemwmmybyemdlegalee?mendwedewhpcedwimehpwweww?ngctteh appmvahpa?eHmdaderHHnoh—h?gsHenrwhidHw-wndidoaedamhwppmvebe?meh deeumenteina4enneed+radeeeendltieneoppreved—by4heGlty—AtteHreyr Theapplicant/developer andanysuccessorininterest,whetherinwholeor inpart,indemnifiesthe City for all the Clty’scosts,fees, and damageswhichtheCity incursin enforcingthe above indemni?cationprovisions.
. Unlessa shorterlimitationperiodapplies,thetimewithinwhichjudicialreviewof thisdecision mustbesoughtis governedbyCaliforniaCodeof CivilProcedure,Section1094.6. « Theconditionsofprojectapprovalsetforthhereinincludecertainfoes,dedicationrequirements, reservationrequirements, andotherexsctions.PursuanttoCtovemmant Ccdesection 66020(d)(1). theconditionsconstitutewrittennoticeof a statementoftheamount ofsuchfeesandupdescription of dedtoattous. reservations,andotherexacticns.You arehereby?rr1her.noti?ed’tlmt the 90-day approval"periodinwhichyoumayprotestthesefees,dedicatlons,reservations,andotherexactlons pursuanttoGovernment CodeSection6602001), hasbegun.If you fallto file a protestwithinthis 90-dayperiodcomplyingwithalloftherequirementsofsection66020,youwillbelegallybarred ?om laterchallengingsuchexactlons.

En/brcennm! Responsibility.‘ PlanningDepartmentq/tarreviewbyGltvAttorney Timing: PriortoJssuanasofaBuildingPermit
TheMayscnnaveHouseshalloperateinconformancewiththeprojectnarrative,exceptasmodifiedby theseconditionsand"thefollowing:
it.
b.

Specialeventsshallbelimitedto amaximumofo largeoutdooreventsperyear(andnomorethan two [2]permonth)andamaximumof i00 guestsper eyent.

Otherspecialeventsshallbe limitedandshalloccurno more?equentiythan26weekendevents percalendar year.Innocaseslraiispecialeventsoccurnomorethantwotimesperweek.

Hoursof operationfor generalpublicaccessshallnot exceed11:00a.m.to 10:00p.m. . Hoursforvisitsby appointmentandby invitation-onlyfunctions(e.g.,Leagueevents,meetings, privateparties)shallnotexceed8:00s.m.to 10:00pm.
_ No amplifiednoise is allowed.Noise shallbe in compliancewithChapter9.56,Noiseot‘the ScaomaMunlcipalCode.
'i‘lre__kitchenshallonlybe usedbythe League for HistoricPreservationfor incidentaluse.If the kitchenis to beusedforspecialevents,reviewandapprovalwouldbe requiredbythcscnoma CountyDepartmentof?ealth Services.

TireScnomaLeaguefor HistoricPreservationshallsubmitan annualspecialevent summary, documentingcompliancewiththeeventlimitationsto thePlanningDirector forschedulingbefore thePlanningCommission.

TheSonomaLeagueforHistoricPreservationshallpreparea specialeventmanagementplanthat outlinestheoperationallimitsof thevarioustypes ofspecialevents,noiserestrictions(including hoursof operation,theSonomaNoisoOrdinance, andprohibitionson ampli?edmusicandsound), anddirectionsforparkingina formatthatiseasilydistributedto eventattendees.Themanagement planshallcontaina listofpreferredvendorsthatareirrfcrrncdoftheoperationallimitations. The managementplanshallcontaina logfordocumentirrgnoisecomplaintsandestablishedprocedures for addressingcomplaintsina timelyfashionanda contactfor ccmpiahrtants. 11 Agenda Item #6.4:

Er;/‘arcamenlRespanslblliiy: Plrmm‘ngDepm'Iman!
Timing: Annualandongafng

4. The appllogul/Jens:hallmaiglnin a galnglgimitinsurancepollgywj1h a $2,909,000limitjhgt ls occurrencebasedandshallgame 1119Cityand theapplicantas additionallusgxed, E71/b)'aemanlRegponslblllbll 1’Iann‘IngDeparrmen/
Timing: Annualandongoing
12 Agenda Item #6.4:

§
i
§
3 EXHIBITB: 291First Street East, Sonoma, CA — AccessReport, .1/28/20(CASE) Agenda Item #6.4:

Thisdocumentisan accessibilityinspectionreportforthe accessorystructure,parking space.and interiorandexterioraccessroutesservingthe structurelocatedat 291First Street East, sonoma,CA.Thestructureis a one-story, wood-framedbuildingbuiltin 2003.currentlyutilizedas a Uoccupancy. and fallsunderADATitleiiregulations becauseitis owned orleasedby a governmental agency. This buildingis accessory to a single-familydwelling.whichis listedona historicbuildingregistrylist.

Siteinspectiondate:January28,2020.

Exceptas otherwisenoted,these correctionsare requiredfor any proposednewwork orchange ofoccupancy:
/ A. s SiteArrlvalgnd Parking:

1. Barrier: ExistingVan-accessibleparkingspace is ingeneral compliance; however,access aisleborderis not paintedblue,painted ISAonpavement within stall is,faded.van—accesslbleparking signage is not mountedminimum60"AFF or gradeand lacks“MinimumFine$250"verbiage, there is noadditionalwarning ‘sign locatedeitherinfrontofstallorat anotherconspicuous locatedalongthe vehicularwayleadingto the accessibleparkingstall.and thereare pavement surfacecracksanddeformationswithinthe access aislewithslopes exceeding 2% inany direction.
correction:1.) Paintaccessaisle borderblueper CBC'i1B~502.3.3;repaintISA withinstall perCBC 'i1B~502.6.4.1inwhitewitha bluebackground a minimumof 36"wide by 36"highwithits centerlineno morethan 6" fromthe centerlineofthe stall;raise parkingidenti?cationsign(s) to minimum60"AFFand add "Minimum Fine $ 250”verblage per CBC t1B—502.6.2,2.) Fillor otherwisesmooth out surface imperfectionsin access aisleto ensuremaximumslope deviationsof 2% orless andrepainthatched linesas necessary.3.) installadditionalwarning sign Infrontofstall(there does notappear tobe anothersuitablelocation)measuring not less than 17incheswide by 22 incheshighstating withlettersa minimum1 inchhigh: "Unauthorizedvehiclesparked indesignated accessible stalls not displayingdistinguishingplacards or special license plates Issued for persons withdisabilitieswillbe towedawayat owne?s expense. Towedvehicles may be reclaimedat: orby telephoning
I) n
14 ExhibitB: CASQReport, 1/2s/20
Agenda Item #6.4:

xhibit °CAS Re o

2. Barrier:Gate separatingaccessibleparkingareafromaccessroute leadingto site structuresmeasures65 inohaswide. lackskickplate on push-side. and has non—comp|iant operatinghardware.
correction: Replaceswinginggate leafwithonecompliantwithCBC 1010.2 ' (between 36 and48 inchesinwidth),providesmoothsurfaceonpush-sideof gate (kickplate)foritsfullwidthandthatmeasures minimum10 incheshighAFF perCBC11B—404.2.10, and provideoperatinghardwarethatis operablewithone handandthatdoes not requiretightgrasping.pinching,ortwistingofthewrist perCBC11B-404.2,? and 11B-1309.4. Positionoperableparts ofsuchhardware 34 inchesminimumand 44 inchesmaximumAFF. . Barrier;Entrygate at front(main entrance) of propertylackskickplates onpushside and compliantoperatinghardware.[Revised3/14/2020] correction: See Item2 above.Note:verifyproposed repairsforcompliancewith historicalregistryrequirements.
§)_tg_e_Lio[ Routes: . Barrier:Concretewalkways(access routes)leadingfromfrontentrance and accessibleparkingarea toaccessory structurehas elevationchanges exceeding ‘Alnc_hineeveraiareasnd a wayflndingsign indictingan incorrectdirectionto the structure.
correction: Replace, resurface, orrepaireurfaces alongaccess routesso that elevationchanges are a maximumof‘Ainchor‘/2inchwitha 45 degree bevel per cBC11B-403.2and 118-302.Addsecond arrowshowingdirectionoftravelin oppositedirection(toward accessory structure) at access route tee. Signage to complywith11B-703.5. . Barrier:Anabruptchange inlevel(over 4 Inches)occureat outcioorfountain areaalongthe accessroute leadingto the bench.
correction: PerCBC11B-303.6,installa warningcurbat ieaete inchesin heightabovethewalkwaysurface and locatedimmediatelyadjacentto the abruptchange inlevel(ontop ofthe retainingwall)or, per Exception2, installa guard orhandrailwitha guardrailpositioned2 inchesminimumand4 inches maximumabove the surface ofthe walk.
820
15 Agenda Item #6.4:

C. Entrancesand interiorDoorways:
. Barrier:Mainentry slidingdooropeningforce.measuredat 9 pounds,operating and lockinghardwareis notsingle-acting,is hotoperablewithonehand,and requirestightgrasping,pinching,ortwlstlngofthewristto operate.

Correction:Counter balanceorotherwiseoffsetdoorweightso thatitopens with5 pounds or less opening force per CBC11B’-404.2.-9. Replace operating hardwarewithsingle-actingtypethatmeetsthe requirementsofCBC11B—309 and that is positioned between34 inchesminimumand 44 inchesmaximumAFF per CBC'i'iB-4042.7.
. Barrier: Rearentrancehas same issues as #1 aboveand has an exterior‘ landingthatslopes morethan2%away frombuildingand thatdoes notextend underdooroperatinghardwarewheninthe closedposition.

Correction: 1.) Provideminimum4-foot—deeplevel(maximum2% lrfany direction) exteriorlandingthe fullwidthofthe dooropening,includingthe operatinghardware,and installrampas necessaryto servethe landingwith maximum8.33%slopedowntograde levelperCBC'i1B-405and 405.8,Exc.4 (handrailexception).2.) See correctionsas foritem#1 above. . Barrier:Doubleslidingdoorsleadingintoproposed officeareahavesame issues as foritem#1 above.

Correction:See correctionsforitem#1 above.
. Barrier:Swingingdoorleading intobreakroomlacks'l8~inchlatch—side clearanceon itspull~side(refrigeratorandcounter encroaches intorequired landing area).

Correction:Removeor alter buildingelementsencroaching intorequired door landingorreplace withcompliantpocket(in-the-wallsllding)door meeting the requirementsof 11B-404.2. ‘
Bestroom:
. Barrier:Toiletis centered 18-1/2 inchesto 19inchesofsidewall,flushcontrol requires 10 pounds force to operate, toiletpaperdispenseris positioned 14 inchesinfrontoftoiletbowl.andmirrorabove lavatorymeasures44-‘/4inches AFFto the lowestreflectivesurfaceedge.
16 ExhibitB: CASpReport, 1/28/20
Agenda Item #6.4:

correction: Repositiontoiletso itis centered17to 18 inchesfromside wallper 11B-604.2. adjust orreplace ?ush controlmechanismso itcanbe operatedwith 5 pounds orlessforceper 11B-604.6,repositiontoiletpaperdispei1ser7inches A minimumand 9 inchesmaximumfromitscenterlineto frontoftoiletbowlwithits outletmeasuring 14inchesminimumand 19inchesmaximumAFF.Altermirror ’ frame as necessaryso that the bottomedge ofthe reflectingsurfaceismaximum 40 InchesAFF.
?ltchenette:
. Barrier: Sinkrimheightmeasuredat 36-1/4inchesand itiacksroli-under provisionsandadequatekneeandtoe space.
correction: Repositionsinkso rimheightismaximum34 inchesAFFandmodify cabinetryso that kneeand toe space is adequate to allowforroll-underuse per 11B-606.2and11B-306.insulatewaste andhotwaterriserpipesper 11B-606.5.

NOTE:correction‘mayrequireuse ofanalternates_lnkunitwithdrainoutlets locatedto the rearand sides ofeachbowlto allowforadequate knee space.

GeneralComments:
. Barrier:Some general use electricalreceptacle outletswerenotedat lessthan 16‘inchesAFFto the bottomofthe outletbox.

Correction: Ensureall receptacleand switchoutletsare positioned minimum15inchesmeasured to the bottomofthe outletboxAFFand maximum 48 inchesmeasureto the top ofthe outletboxper CBC 11B~308.1.1.

Reportprepared by FredLustenberger. CASp#148
17 _r;xhiblt13;CASQReport, mezzo
Agenda Item #6.4:

DEPOT MUSEUM LEASE AGREEMENT
This lease agreement is executed at Sonoma, California, on Ma~ I G, , 2011, between the CITY OF SONOMA, a municipal corporation, ("CITY"), and e SONOMA VALLEY HISTORICAL SOCIETY, a non-profit corporation, ("TENANT").

MATERIAL FACTS

1. The "Depot Park Property" is located in the County of Sonoma, designated as Assessor's Parcel# 18-131-23, and owned by the CITY. The Depot Park Property is improved with, among other things, a former railroad depot building and railroad platfonn.

2. On or about October 14, 1993, the CITY and TENANT entered into the Depot Railroad Car Contract, dated August 18, 1993, for maintenance and display of three railroad cars owned by TENANT on a portion of the Depot Park Prope1ty.

3. On or about February 16, 1994, the CITY and TENANT entered into the Depot Museum Lease Agreement, for the maintenance and operation of a museum by TENANT on the Depot Park Property.

4. Both the CITY and the TENANT desire to renew the existing Depot Railroad Car Contract and Depot Museum Lease Agreement by combining them into a single new lease with additional provisions ("Lease"). This Lease will embody and extend the relationship between the CITY and the TENANT for an additional ten (10) years. TENANT has and will continue to provide services to the City as a repository of and exhibitor of historical documents, writings, photos, artifacts and as a library and museum for the City of Sonoma and the entire Sonoma Valley.

5. The "Leased Premises" are located on the Depot Park Property and contain the reconstructed railroad depot building of approximately 2,444 sq. ft., being a 26 by 94 foot building and associated appurtenances; a IO by 52 foot wood-framed railroad platform; together with land for the adjacent three-car railroad exhibit. The Leased Premises occupies a combined total footprint area (including the railroad depot building, railroad platform and railroad car exhibit) of approximately 6,670 sq. ft.

6. It is the mutual desire of the parties to seek and obtain grants of funds from governmental agencies and private agencies, individuals and groups for the purpose of improving the Depot Park Prope1iy, including the leased premises, and enhancing the functions of the Sonoma Valley Historical Society.

7. TENANT desires to sell books, pamphlets, and other writings as well as other items relating to the history of Sonoma Valley and its inhabitants in support of the TENANTS purpose of conducting a museum.

Agenda Item #6.4:

THEREFORE IT IS AGREED:

1. The CITY hereby leases to TENANT and TENANT leases from CITY, on the tenns and conditions hereinafter set forth, Leased Premises which is defined in paragraph 5 above and further depicted in EXHIBIT A attached hereto.

2. The tenn of this Lease shall be for ten (10) years, commencing after execution of this lease by CITY and TENANT, and upon the approval by the Sonoma City Council.

3. TENANT shall pay rent to the CITY in the sum of $1.00 each year, payable on January 1 each year, as consideration for the use of the Leased Premises.

4. The Leased Premises are leased to TENANT for the purpose of operating and maintaining a museum which shall include pioneer crafts and restoration activities. TENANT shall be permitted to sell books, pamphlets, other writings and items relating to the history, inhabitants, ambiance, and locations within Sonoma Valley. TENANT shall not use or permit the Leased Premises, or any part thereof, to be used for any purpose other than the purpose set forth herein.

5. TENANT shall not make, or suffer to be made, any alterations of the Leased Premises, or any part thereof, without the express written consent of CITY. This provision does not prevent TENANT from maintaining the Leased Premises, changing inside display rooms by the use of moveable walls and paiiitions or from making minor modifications which do not involve strnctural changes to the building or the removal of any part of the strncture. TENANT shall obtain and pay for all required pennits and agency approvals for any such work.

6. TENANT shall pay for all water, gas, sewer, electricity, telephone, data, cable TV and all other services supplied to the Leased Premises.

7. TENANT shall not vacate or abandon the Leased Premises at any time during the term. If TENANT does abandon or vacate the Leased Premises for more than sixty (60) days; sun-ender the Leased Premises; or is dispossessed by process oflaw or otherwise, any personal property belonging to TENANT and left on the Leased Premises ( except such property as may be mo11gaged to TENANT) may be deemed abandoned at the option of the CITY. The CITY may require removal of abandoned prope11y by TENANT or the CITY at the sole cost and expense of TENANT.

8. TENANT shall, at its sole cost, keep and maintain in good and sanitary order, condition and repair all interior and the exterior portions of said the Leased Premises and appurtenances thereto, including, but not limited to, structures, exterior signs, fire sprinkler systems and electrical, plumbing and mechanical systems within or serving the Leased Premises. 2 Agenda Item #6.4:

9. By entry in to this Lease, TENANT accepts the Leased Premises as being in good and sanitary order, condition and repair. TENANT further agrees that on the last day of the term of this Lease (or sooner tennination of this Lease) TENANT will surrender to the CITY possession of the Leased Premises with appurtenances in the same condition as when received ( excepting reasonable use and wear, damage by fire, Act of God, or by the elements). TENANT further agrees to remove all of TENANT'S historical material from the Leased Premises at or before the time of smTender.

10. TENANT, as a material part of the consideration to be rendered to CITY, hereby waives all claims against CITY for damages to goods, wares, merchandise, and historical artifacts in, upon or about the Leased Premises and for injuries to TENANT, its agents or hired persons in or about the Leased Premises from any cause arising at any time, and TENANT will hold CITY exempt and hannless from any damage or injury to any person, or to the goods, wares, merchandise and historical artifacts of any person, arising from the use of the Leased Premises by TENANT, or from the failure of TENANT to keep the Leased Premises in good condition and repair, as herein provided.

11. During the term of this Lease, TENANT agrees to take out and keep in force at TENANT'S sole expense public liability insurance to protect against any liability to the public incident to the use of or resulting from any accident occurring in or about the Leased Premises.

The liability under such insurance is to be not less than ONE MILLION DOLLARS ($1,000,000.00). Further, such insurance shall be in companies and through brokers approved by CITY and on CITY provided insurance endorsement fom1s. TENANT shall cause the CITY to be named as an additional insured on such policy or policies and to have copies of such policies delivered to the CITY, containing the endorsement or agreement of the insming company(ies) that such policies will not be canceled or modified without prior written notice to the CITY at least thi1iy (30) days in prior to such cancelation. Should City insurance standards and requirements change during the life of this Lease, TENANT agrees to make the necessary changes to their insurance policies in effect as of the date of the notice from the CITY regarding such changes.

I 2. TENANT shall permit CITY and its agents to enter into and upon the Leased Premises and railroad cars at all reasonable times for inspecting the same, and shall provide the means for access to the CITY by providing keys, locks, combinations or other devices that will enable access in the event of an emergency.

13. TENANT shall not assign this Lease, or any interest therein, and shall not sublet the Leased Premises, or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the agents and servants of the CITY excepted) to occupy or use the Leased Premises, or any portion thereof, without the express written consent of CITY.

14. TENANT will staff the Leased Premises as a museum at no cost to the CITY and will maintain and post its scheduled hours of operation. At the CITY's request and upon prior 3 Agenda Item #6.4:

arrangement, TENANT will provide staff to open the Leased Premises so that the CITY may show the Leased Premises to visiting dignitaries, school children, etc., at no charge or cost to the CITY.

15. Railroad Cars: TENANT owns, maintains and displays three railroad cars on the Leased Premises ("Cars"). One of the cars may be used as a storage facility for TENANT.

TENANT shall not use, or permit the use of the Leased Premises or the Cars for any purpose other than the purpose set forth herein.

16. TENANT shall not abandon, vacate or transfer the TENANT'S ownership of the Cars. However, if TENANT does abandon or vacate the Cars for more than sixty (60) days, surrender ownership of the Cars, or be dispossessed of the Cars by process of law, or otherwise, the Cars, including all personal property of TENANT located therein, may be deemed abandoned at the option of the CITY. The CITY may require the removal and disposition of said property by TENANT at TENANT's sole cost and expense. TENANT agrees to hold the CITY haimless from any damage to the Cars or the personal property of TENANT located therein.

17. TENANT shall, at its sole cost and expense, keep and maintain the exterior and interior of the Cars in good condition and repair. TENANT shall also maintain the Cars in a safe condition so as not to endanger the health and safety of any person.

18. Railroad Car Platfonn. TENANT has constructed and maintained a wooden railroad car platfonn existing between the railroad depot building and the Cars. This is a fixture and improvement to the real property leased herein, and is therefore now a part of the real property of the CITY.

19. Waiver by either party of a breach of any covenant of this Lease will not be constrned to be a continuing waiver of any subsequent breach. No waiver by either paiiy of a provision of this Lease will be considered to have been made unless expressed in writing and signed by all parties. Tennination for cause may be made upon ten (10) days' w1itten notice to TENANT.

20. Default and Te1mination:

A. The occurrence of any one or more of the following events shall constitute a material default, breach of this Lease, and good cause to terminate the Lease:
(i) The vacating or closure (without mutual agreement) or the abandonment of the Leased Premises for more than sixty (60) consecutive days by TENANT, other than closure due to fire, earthquake, or Acts of God.
(ii) The failure by TENANT to make any payment ofrent or other financial obligations (stated elsewhere in this Lease), as and when due; 4 Agenda Item #6.4:

(iii) The failure by TENANT to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by TENANT, where such failure shall continue for a period of ten (10) days after written notice thereof by CITY to TENANT; provided, however, that if the nature of the default is such that it cannot reasonably be cured within such ten- ( I 0) day pe1iod, TENANT shall not be in default hereunder if it shall within such period of time commence such and thereafter diligently prosecute the same to completion;
(iv) The making by TENANT of any general assignment or general anangement for the benefit of creditors; or the filing by or against TENANT of a petition to have TENANT adjudged bankrupt, or a petition for reorganization or arrangement under any law, now existing or hereafter amended or enacted, relating to bankruptcy or insolvency (unless, in the case of an involuntary petition filed against TENANT, that TENANT has not consented to, or admitted the mate1ial allegation of said petition and the same is dismissed within thiliy (30) days); or the appointment of a trustee or a receiver ( other than in a bankruptcy or insolvency proceeding) to take possession of substantially all of TENANT' s assets located at the Leased Premises or of TENANT's interest in this Lease, where possession is not restored to TENANT within thirty (30) days.

B. In the event of any such mate1ial default or breach by TENANT, CITY may, at any time thereafter, terminate the TENANT'S right to possession of the Premises by ten ( 10) days· written notice to TENANT. Within 10 days after receipt of such notice, this Lease shall tenninate and TENANT shall sunender possession of the Leased Premises to CITY. The CITY's right to tenninate this Lease shall not limit the CITY in the exercise of any right or remedy which the CITY may have hereunder, or otherwise at law or in equity by reason of such default of breach.

The CITY shall be entitled to recover from TENANT all sums due and owing under this Lease as of the date ofTENANT's default and all damages incurred by the CITY by reason of TENANT'S default.

C. In the event of termination of this Lease by the CITY for reasons other than breach or default, the CITY will reimburse the TENANT for all costs of restoration at the amortized value of the improvements at the time of tennination. Such reason specifically shall be the CITY' s intended use of the Leased Premises for museum or park purposes. In that event, the TENANT shall be given 24 months' notice to vacate and find other suitable premises. The tern1 may be shorter only if the TENANT chooses to vacate sooner.

21. Notwithstanding any other provision of this Lease, TENANT may terminate this Lease without cause, by the giving of one hundred eighty (180) days' written notice of intent to tenninate. The tern1 may be shorter by mutual agreement.

22. Upon termination of this Lease for any reason, TENANT shall be allowed fortyfive (45) days after tennination to remove all prope1iy belonging to TENANT, or in their care and possession other than those owned by CITY.
5 Agenda Item #6.4:

23. Nothing contained in this Lease shall be construed as making CITY and TENANT joint venturers or partners.

24. The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators, legal representatives and assigns of the parties hereto.

25. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

26. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way effect, impair, or invalidate any other provision hereof and all such other provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this agreement. "TENANT"

SONOMA VALLEY HISTORICAL SOCIETY
Dated:~/~ ,201 I
"CITY"
CITY OF SONOMA, a Municipal Corporation
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6 Agenda Item #6.4:

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Exhibit A
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-~.wlWIIIIIIIIWIW.WIWWl~~~.wlWllll.wlWIIIIIWlllL...11:W:1:1~--....w.lllWII....-....J- __._I--- 59'-0" -- _ -- __ ---+ 30'-0"
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Agenda Item #6.4:

Iilliiliittliitlihllillti
lliiillllllll City of Sonoma
Official Records Of‘ Sonoma County
ldilliam F. Rousseau
12/03/2015 09:35 RI’!

SONOHQ CITY
When Recorded Return to: LSE 18 P95
City of Sonoma Fee‘ $0 '00
Attn: City Clerk
No. 1 The Plaza
Sonoma, CA 95476
Lease and options less than 35 years
APN: 018-121-015
Official Business: Exempt from Recording Fees pursuant to CA Gov. Code 6103

LEASE AGREEMENT
This Lease?reement (‘‘Lease’’ or “Agreement”) is executed at Sonoma, California, on g.)g,g E2m éme,g_,«3) , 2014, between the CITY OF SONOMA, a municipal corporation, (“CITY"), and the SONOMA VALLEY HISTORICAL SOCIETY, a California non-pro?t corporation, ("SOCIETY”).

MATERIAL FACTS
The property to be leased is an historic building along with designated surrounding yards, walkways, driveways and parking area which is owned by the CITY and located at 205 First Street West in Sonoma. The leased Premises(de?ned below) is 75 feet wide by 154 feet long and is located on a portion of a parcel of land designated as Assessor’s Parcel Number (APN) 018-121-015 on Sonoma County Assessor’s Map 18-12 and further depicted in Exhibits A and B attached hereto and incorporatedby this reference. The remaining portion of the parcel is leased to the Sonoma Valley Field of Dreams. The subject Premises includes a building, commonly known as the "Marcy House” that has approximately 950 square feet of enclosed space plus approximately 260 square feet of covered front and rear porch area.

The Premises being leased has not undergone inspection by a Ceiti?ed Access Specialist (CASp).

The Marcy House was formerly leased to the Sonoma Sister Cities Association for of?ce use.

The Sonoma Sister Cities Association has terminated its lease with the CITY.

The SOCIETY has determined that it needs additional of?ce, storage, research and meeting space to conduct its activities.

The statedmission of the Sonoma Valley Historical Societyis “To provide a forum and a resource for the study and dissemination of Sonoma Valley history for present and future generations by identifying, collecting, preserving and sharing artifacts, documents and images.” In order to promote this mission and help preserve the historic and archaeological Agenda Item #6.4:

resources of the community, it would be mutually bene?cial to the CITY and the SOCIETY to use, operate and maintain the building in support of said mission.

This Lease will embody and extendthe relationship between the CITY and the SOCIETY for a ten-year period with an option to renew the lease after ten (10) years.

SOCIETY has and will continue to provide historic research and otherservicesto the City as a repository of and exhibitor of historical documents, writings, photos, artifacts and as a library and museum for the citizens of the City of Sonoma and the entire Sonoma Valley.

THEREFORE IT IS AGREED by and betweenthe CITY and the SOCIETY as follows:

I. PREMISES. CITY agrees to lease to the SOCIETY the exclusive use of the Premises.

For the purposes of this Lease, “Premises” shall mean the land and all improvements, including structures and any future improvements to the land or to the buildings and any yards, driveways, walkways, pavements, ?xtures, equipment, casework or other appurtenance affixed to or maintained on the land or the building (“building”) located at 205 First Street West, Sonoma, California as further depicted in Exhibits A and B and attached hereto.

2. TERM. CITY shall lease the Premises to the SOCIETY, for a term of ten (IO) years, commencing December I, 2014 and terminating on November 30, 2024(“Initial Term”). The SOCIETY shall have the option to renew the Lease for one additionalterm of ten (10) years, commencing December I, 2024 and terminating on November 30, 2034, subject to terms and conditionsmutually acceptable to the parties. To exercise this option, SOCIETY must give CITY written notice of exercise of the option (“Option Notice”) no earlier than six months and no later than three months prior to the expiration of the InitialTerm. However, if, as of CITY'S receipt of the OptionNotice, SOCIETY is in default underthis Lease, or has committed or failed to perform acts that with the giving of notice or the lapseof time would constitute a default under this Lease (“Potential Default”), the Option Notice shall be totally ineffective. If after giving the Option Notice, SOCIETY is in default under this Lease, or if a PotentialDefault has occurred, and that default or Potential Default remains uncuredas of the expiration of the Initial Tenn, this Lease shall, at the election of CITY, terminate as of the expiration of the Initial Term.

3. CONSIDERATION. In consideration of SOCIETY’S rights to use the Premises, SOCIETY shall pay to CITY One Dollar ($1.00) each year during the term beginning December I, 2014 and on the first day of Decemberof each year thereafter through December I, 2023, and during the ten—yearadditionalterm if SOCIETY elects to extend the Lease pursuant to Section 2.

4. USE. The Premises are leased to the SOCIETY for office, storage and research space for the purpose of conducting historical archival curation, including conservation and preservation of historic documents images and artifacts, bookkeeping, small meetings, storage, artifact restoration, research, training and other similar SOCIETY activities.

SOCIETY shall not use, or permit said Premises, or any part thereof to be used, for any purpose or purposes other than the purpose or purposes for which the said Premises are hereby leased without express writtenpermission by the CITY.

5. ENTRY BY CITY. SOCIETY shall permit CITY and its agents to enter into and upon Premises at all reasonabletimes for the purpose of inspecting the Premises to determine compliance with the terms of this Lease. SOCIETY shall also provide a means for emergency 2 Agenda Item #6.4:

access by the CITY by providing keys, locks, combinationsor other devices that will enable access in the event of an emergency.

6. UTILITIES. SOCIETY shall pay for all utilities, including, but not limited to, water, telephone, natural gas, electricity, television, data and sewer service.

7. PROPERTY TAX AND OTHER ASSESSMENTS. Within thirty (30) days of written request by CITY, SOCIETY shall reimburse CITY for direct charges, taxes and special assessments that CITY receives and pays pursuant to the property tax bill for the property identified as (APN) 018-121-015. Direct charges, taxes and special assessments, or portions thereof, not directly attributable to the leased Premises or SOCIETY’s use of the Premises shall not be a payment or reimbursementobligation of SOCIETY. Without limiting the generality of the foregoing, the leaseholdestate created by this Lease may be subject to a possessory interest property tax pursuant to Cal. Rev. & Tax. Code Section 107.6 and SOCIETY may be subject to the payment of such tax.

8. GARBAGE AND RECYCLING. SOCIETY shall pay for the cost and expense of the proper and legal disposal of all garbage and recyclable materials generated during its use and operation of the facility.

9. CONDITION OF PREMISES. SOCIETY accepts the Premises in “as is” condition with all of its faults and defects and as being in the condition in which CITY is obligated to deliverthe Premises. SOCIETY waives allrights to make repairs at the expense of CITY or instead to vacate the Premises, and SOCIETY further waives the provisions of Civil Code sectionsl941 and 1942 with respect to CITY'S obligations underthis Lease. CITY has no obligation and has made no promise to alter, remodel, improve, repair, decorate, or paint the Premises or any part of them, except as specifically set forth in this Lease. This Lease shall be subject to any and all easements, rights-of-way, covenants, liens, conditions, restrictions, and outstanding mineral or royalty interests, if any, relating to the Premises, to the extent the same still may be in force and effect.

10. HAZARDOUS SUBSTANCES.

A. SOCIETY agrees that any and all handling, transportation, storage, treatment, disposal, or use of Hazardous Substances by SOCIETY in or about the Premisesshall strictly comply with all applicablerules, regulations, codes and laws (“Environmental Laws”).

B. SOCIETY agrees to indemnify, defend and hold the CITY harmless from any liabilities, losses, claims, damages, penalties, ?nes, attorney's fees, expert fees, court costs, remediation costs, investigation costs, or other expenses resulting from or arising out of the use, storage, treatment, transportation, release, or disposal of Hazardous Substances on or about the Premises by SOCIETY during its tenancy. This indemni?cation shall survive termination of this Lease.

C. If the presence of HazardousSubstances on the Premises caused or permitted by SOCIETY, , results in the contamination or deteriorationof the Premises, any water or soil beneath the Premises, or any other property, SOCIETY shall promptly take all action necessary to investigate and remedy that contamination.

D. CITY and SOCIETY each agree to promptly notify the other of any communication received from any governmental entity concerning Hazardous Substances or the violation of EnvironmentalLaws that relate to the Premises.

Agenda Item #6.4:

ll.

E. SOCIETY shall not use, handle, store, transport, generate, release, or dispose of any HazardousSubstances on, under, or about the Premises, except that SOCIETY may use (i) small quantities of common chemicals such as adhesives, lubricants, and cleaning fluids in order to conduct its permitted uses at the Premises and (ii) other Hazardous Substances that are necessary for the operation of SOCIETY's enterprise and for which CITY gives written consent prior to the Hazardous Substances being brought onto the Premises. At any time during the term of this Lease, SOCIETY shall, within ten (10) days after Writtenrequest from CITY, disclose in writing all Hazardous Substances that are being used by SOCIETY on the Premises, the nature of the use, and the mannerof storage and disposal. ‘
F. “Hazardous Substances” includes without limitation:
i) Those substances includedwithin the de?nitions of “hazardous substance,” “hazardous waste,” “hazardous material,” “toxic substance,” “solid Waste,” or “pollutant or contaminan ” in the Comprehensive Environmental Response, Compensationand Liability Act of 1980, Resource Conservation and Recovery Act of 1976, Toxic Substances Control Act or under any other EnvironmentalLaw;
ii) Those substances listed in the United States Department of Transportation (DOT) Table [49 C.F.R. l72.lOl], or by the Environmental Protection Agency (EPA), or any successor agency, as hazardous substances [40 C.F.R. Part 302];
iii) Other substances, materials, and Wastes that are or become regulated or classified as hazardousor toxic under federal, state, or local laws or regulations; and
iv) Any material, waste, or substance that is:
(1) a petroleumor re?ned petroleum product,
(2) asbestos,
(3) polychlorinatedbiphenyl,
(4) designated as a hazardous substance pursuant to 33 U.S.C.A § 1321 or listed pursuant to 33 U.S.C.A § 13l 7,
(5) a ?ammable explosive, or
(6) a radioactive material.

MAINTENANCE AND REPAIRS.

A. All maintenance and repair of the Premises shall be performed at SOCIETY’S own cost and expense. SOCIETY shall keep the entire leased Premises in a clean, safe and sanitary conditionto the satisfaction of CITY. SOCIETY shall maintain and repair as necessary the entire leasedPremises or portions thereof including those improvements, ?xtures, appliances, components, piping, wiring, parts, equipment and apparatus located on or made a part of the Premises in a good and safe operating condition. SOCIETY shall repair any breakage of glass and shall maintain doors and Windows in good and securable operating condition. SOCIETY shall furnish and maintain all necessary materials and supplies, including light bulbs, ?lters, paper goods, soap, fire extinguishers, ?ags and other supplies and components designed to be replaced or as may be necessary to keep the Premises in good and safe operating 4 Agenda Item #6.4:

orderfor its intended purpose. SOCIETY shall be responsible for all necessary or desirable treating, cleaning, washing, painting or other similar treatment or repairs needed to maintain the building in a clean and aesthetically pleasing condition, free of rot, deteriorationor insect damage to wood members and free of peeling, blistering or mildewing painted surfaces. SOCIETY shall be responsible for the maintenance and repair of all buildings on the Premises including, but not limited to, the roof, exposed materials, the structure, interior and exterior painting, foundation and the plumbing, electrical and mechanical systems serving said building and shall maintain the same at its own expense to the extent necessary to keep the building free of damage and usable ' for the purposes intended by the Lease. SOCIETY shall maintain in good working order all landscapingirrigation systems and shall maintain all yards, landscaping, fences, roof gutters, roof drains, walkways, public sidewalks, bike racks, driveway approaches,parking lots and other site improvements on the Premises in a good, clean, safe and sanitary condition. SOCIETY shall maintain the landscaping in a viable, thriving, and visually aesthetic condition and shall promptly replace landscaping improvements that die or are not viable or thriving. SOCIETY shall obtain any required building or other permits or approvals for maintenance, repair or works of improvement if required by law or CITY ordinances. All repairs or works of improvement performed on the Premises shall be subject to ?nal approval by the CITY. Notwithstanding the foregoing provisions of this paragraph, CITY acknowledges that the Marcy House building on the Premises is in need of repairs and upgrades, and that the SOCIETY intendsto make repairs and improvements to the Premises over the term of this Lease, and that the repair and maintenance obligations of SOCIETY underthis paragraph are subject to that understanding and the understanding that any such repairs and maintenance shall be effected in accordance with this Lease.

B. Not laterthan December I, 2015, SOCIETY shall repair or replace and paint the exterior roof flashings, exterior cornice trim and exterior fascia boards at the roof edges of the building in accordance with plans and speci?cations prepared by SOCIETY and approved in advance by the CITY.

C. Not later than December 1, 2016, SOCIETY shall plant a minimum of eight (8) new trees on the Premises in the yard north of the building in a location approved by CITY. The tree size shall not be less than 24” box and shall be of a type and species approved by the City Planning and Community Services Director or his/her successor.

SOCIETY shall install and maintain automatic irrigation to the trees for a minimumof 5 years.

D. Not later than December 1, 2017 and prior to use of any portion of the Premises for any program, service or activity offered to the general public on the Premises, SOCIETY, in order to comply with the ADA (de?ned below) and its counterpart legislation adopted by the State of California (collectively referred to as “ADA-Laws”), shall complete the installation, modi?cation, construction, erection and/or building the improvements and works described as Priority 1 — Accessibility Improvement Measures on Exhibit C attached hereto and incorporated by this reference. Said improvements and works shall be installed in accordancewith the specific provisions governing historic properties as applicable in the California Historical Building Code and the Secretary of Interior Standardsfor Preservation.

Notwithstanding the foregoing, to the extent that at any time during the Term of this Lease, the ADA—Lawsrequire the alterationof the Premises and/or the construction of 5 Agenda Item #6.4:

improvements or works in order for the Premises to comply with said ADA-Laws, SOCIETY shall be solely responsible for effecting such alteration and/or improvements, and shall defend, indemnify and hold the CITY harmless from any claims, damages, expenses (including attorneys’ fees) or liabilities of any kind arising out of SOCIETY’s failure to effect such alteration and/or improvements. This provision shallsurvive the termination of this Lease.

E. Not laterthan December 1, 2018 and prior to use of any portion of the Premises for any program, service or activity offered to the general public on the Premises, SOCIETY shall complete the installation, construction, erection and/or building the improvements and works described as Priority 2 — Accessibility Improvement Measures on Exhibit C.

F. Not later than December 1, 2019 and prior to use of any portion of the Premises for any program, service or activity offered to the general public on the Premises, SOCIETY shall complete the installation, construction, erection and/or building the improvements and works described as Priority 3 - Accessibility Improvement Measures on Exhibit C.

G. Not later than December 1, 2020, SOCIETY shall reroof the building with a new composition shingle roof of color similar to that extant with a 30-year minimum manufacturer’s material warranty. Upon completion of said work, SOCIETY shall provide a copy of said warranty to the CITY.

H. Not laterthan December 1, 2021, SOCIETY agrees to repaint all exterior painted surfaces of the building in accordancewith plans and colors approved in advance by the CITY.

12. ALTERATIONS AND ADDITIONS. SOCIETY shall not make, or cause to be made to the Premises, or any part thereof, any structural or other alterations or additions that require a building permit, withoutthe prior written consent of CITY. Any additionsto, or alterations oi the Premises, except movable furniture, play equipment, freestanding shelving and casework, shall become at once a part of the realty and belong to the CITY. Upon the termination of this Lease, SOCIETY shall remove such furniture, play equipment, freestanding shelving, casework and trade ?xtures as may have been installed by SOCIETY during the term of this Lease and shall repair or replace any areas damaged by such ' installationor removal to its original conditions, subject to reasonable wear and tear only.

Any such fixtures or furnishings not removed within five (5) calendar days of the termination of the Lease shall become at once a part of the realty and belong to the CITY. SOCIETY shall keep the demisedPremises and the property in which the demisedPremises are situated free from any liens arising out of any work performed,materialfurnished or obligations incurred by SOCIETY, including but not limited to mechanic's, materialmen's, contractor's or subcontractor‘s liens. SOCIETY shall obtain, at its own cost and expense, any required building or other permits or approvals for addition or alteration work as required by law.

Alterations or additions made to the Premises shall be subject to final approval by the CITY.

13. COMPLIANCE WITH APPLICABLE LAWS.

A. SOCIETY shall comply with all applicable state and federal laws, local ordinances, rules and orders of the City of Sonoma, County of Sonoma and State of California, including but not limited to the ADA-Laws, pertaining to the use, cleanliness, safety, occupancy, maintenance and improvement of the demised Premises.

Agenda Item #6.4:

B. SOCIETY, at its own cost and expense, shall make and maintain the program, services and activities provided by SOCIETY or made available to the public, accessibleto individuals with disabilitiesin accordance with the applicableprovisions of Title II and Title III of the Americans with Disabilities Act (“ADA”) and all ADALaws. SOCIETY shall consult with CITY and obtain CITY'S written consent, before making any renovationsto the Premises that would trigger any required ADA or State mandated accessibility upgrades or renovations.

I4. ABANDONMENT; TERMINATION. SOCIETY shall not vacate or abandonthe leased Premises at any time during the term of the Lease. Notwithstanding the foregoing, SOCIETY may terminate this Lease at any time by providing no less than six months’ advance written notice to CITY, in which event SOCIETY shall be relieved of all further obligations under this Lease as of the effective date of the termination. If SOCIETY does abandon or vacate the leased Premises for more than sixty (60) days; surrender the leased Premises pursuant to SOCIETY’S termination; or is dispossessed by process of law or otherwise, any personal property belonging to SOCIETY and left on the leased Premises (except such property as may be mortgaged to SOCIETY) may be deemed abandonedat the option of the CITY. The CITY may require removal of abandoned property by SOCIETY or the CITY at the sole cost and expense of SOCIETY.
l5. PREMISES ARE DAMAGED OR DESTROYED. If the Premisesor any part thereof are damaged or destroyed by any cause whatsoever, SOCIETY shall not be entitled to any compensation or damages from CITY for loss of use of the whole or any part of the Premises, from being displaced from the Premises eithertemporarily or permanently, for SOCIETY‘s personal property or for any inconvenience or annoyance occasioned by such damage, repair, reconstructionor restoration of the Premises. In addition, CITY may, at its sole discretion:

A. terminate the Lease, in which case CITY shall have the right to receive all insurance proceeds, including insurance owned by and payable to SOCIETY, excepting any insuranceproceeds specificallyfor SOCIETY relocation or personal property ownedby SOCIETY; or
B. rebuild the Premises so destroyed or damaged similar to the building or portion thereof so damaged and destroyed, in which case CITY shall have the right to receive all insurance proceeds, including insurance owned by and payable to SOCIETY, excepting any insurance proceeds specifically for SOCIETY’s relocation or personal property owned by SOCIETY; or
C. may allow SOCIETY, at its own cost and expense and at its election, to promptlyrepair and restore the same to a building substantially similar or better than the building or portion thereof damaged or destroyed. Without limiting such obligation of SOCIETY, it is agreed that the proceeds of any insurance, including insurance owned by and payable to CITY, covering the damage or destructionshall be made available to SOCIETY for such repair or replacement. However, in the case of destruction of the building, or damage thereto from any cause so as to make it untenable, SOCIETY may elect to terminate this Lease by written notice served on CITY within ninety (90) days after the occurrence of such damage or destruction.In the event of such termination, there shall be no obligation on the part of SOCIETY to repair or restore the building and improvements, but in such event, CITY shall be entitled to all of the insurance proceeds collected under any insurance policies covering said building or any part thereof, including insurance owned and payable to the SOCIETY.

Agenda Item #6.4:

I6. INSURANCE. SOCLETY shall procure and maintain for the duration of the Lease insurance against claims for injuries to persons or damages to property which may arise from or in connection with SOCIETY’s operation and use of the leased Premises. The cost of such insurance shall be borne by the SOCIETY. The provisions of this section shall survive the termination of this Lease.

A. MINIMUM SCOPE OF INSURANCE. Coverage shall be at least as broad as:
i) Commercial General Liability (CGL): Insurance Services Of?ce Form CG 00 01 covering CGL on an “occurrence” basis, including property damage, bodily injury and personal injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separatelyto this Premises/location or the general aggregate limit shallbe twice the required occurrence limit. The insurance shall include broad form property damage, blanket contractual, completed operations, vehicle coverage, products liability and employer's non-ownership liability coverage.
ii) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease. (for lessees with employees).
iii) Property insurance against all risks of loss to any SOCIETY improvements or betterments, at full replacement cost with no coinsurance penalty provision.

B. OTHER INSURANCE PROVISIONS. The policies are to contain, or to be endorsed to contain, the following provisions:
i) For General Liability, the CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of ownership, maintenance, or use of that part of the Premises leasedto the SOCIETY.
ii) The SOC[ETY’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers.Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteersshall be excess of the SOCIETY’S insurance. iii) Each insurance policy required above shall contain, or be endorsedto contain, a waiver of all rights of subrogation against the CITY. iv) Each insurance policy shall be endorsedto state that coverage shall not be canceledexcept after thirty (30) days’ prior written notice (10 days for nonpayment) has been given to the CITY.

V) The SOCIETY’S property insuranceagainst all risks of loss to any SOCIETY improvements or betterments shall name either the CITY or the SOCIETY as Loss Payee as its interests may appear.

C. ACCEPTABILITY OF INSURERS. Insurance isto be placed with insurers with an A.M. Best's rating of no less than A: VII unless otherwise acceptable to the CITY.
00 Agenda Item #6.4:

D. DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, either: SOCIETY shall obtain coverage to reduce or eliminate such deductibles or self—insuredretentions as respects the CITY, its officers, of?cials, employees, and volunteers; or SOCIETY shall provide a financial guarantee satisfactoryto CITY guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

E. VERIFICATION OF COVERAGE. SOCIETY shall furnish CITY with certi?cates of insurance andwith original endorsements effecting coverage required, by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certi?cates and endorsements are to be on forms approved by the CITY. All certi?cates and endorsements are to be received and approved by the CITY within 10 days following execution of this Lease. CITY reserves the right to require complete, certi?ed copies of all required policies, at any time.

F. WAIVER OF SUBROGATION. SOCIETY hereby grants to CITY a waiver of any right to subrogation which any insurer of said SOCIETY may acquire against CITY by virtue of the payment of any loss under such insurance.This provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.

I7. INDEMNIFICATION. SOCIETY waives all claims against CITY for damages to property or injury or death to any person on the Premises arising at any time and from any ' cause other than the sole negligence or willful misconduct of CITY. SOCIETY shall indemnify, hold harmless and defend CITY against and from any and all claims arising from SOCIETY’s use of the Premises, for conduct of its business or from any activity, Work, or other thing done, permitted or suffered by SOCIETY in or about the Premises, and shall further indemnify, defend and hold harmless CITY against and from any and all claims arising from any breach or default in the performance of any obligation on SOCIETY’s part to be performedunder the terms of this Lease, SOCIETY’s failure to comply with all applicable laws in its performance under this Lease or arising from any act or negligence of SOCIETY, or any officer, agent, employee, guest or invitee of SOCIETY, and from all and against all costs, attorney’s fees, expenses and liabilities incurred in or about any such claim or any action or proceedingbrought against CITY by reason of any such claim; provided that such indemnity shall not extend to any loss arising from CITY'S sole negligence or willful misconduct. SOCIETY, upon notice from CITY, shall defend same at SOCIETY’s expense by counsel reasonably satisfactory to CITY. The provisions of this section shall survive the terminationof this Lease.

I8. LOSS OR DAMAGE TO PERSONAL PROPERTY. CITY shall not be liable for any damage to SOCIETY’s property used or stored on the Premises, for any damage to property entrusted to SOCIETY's employees, for any loss or damage to any property by theft or otherwise, or for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or any other cause whatsoever unless caused by or due to the sole negligence of CITY, its agents, servants or employees.

19. FIRE INSURANCE. CITY, at its own expense, shall maintain in effect throughout the term of the Lease, a policy or policies of insurance on the building which is part of the leasedPremises, providing protection against any peril of ?re, exclusive of trade ?xtures and equipment of SOCIETY.

Agenda Item #6.4:

20. DEFAULT. CITY and SOCIETY agree that every condition, covenant and provision of this Lease is material and reasonable. Any breach by SOCIETY of a condition, covenant or provision of this Lease will constitute a material breach. For any material breach by SOCIETY, CITY may provide SOCIETY with a Written notice that describes the breach and demandsthat SOCIETY cure the default (if a cure is possible). If SOCIETY does not cure the default within thirty (30) days (or within five (5) days for SOCIETY’s failure to timely pay rent), or if a cure is not possible, this Lease will be terminated. Termination of this Lease for a breach by SOCIETY will not occur unlessthe foregoing events occur.

A default by SOCIETY under this Lease shall includebut shall not be limitedto: Failure to pay rent when due;
A. Use of the Premises for any unlawful purpose in violation of this Lease or any City, State or Federal law or regulation;
B. Abandonment of the Premises for more than 90 days;
C. Assigning or subletting the leased Premises without the prior written consent of CITY;
D. Maintaining, committing or permitting the maintenance or commissionof a nuisance on the leased Premises;
E. Any materialfailure to keep the Premisesin a sanitary condition or to dispose of all trash, debris, yard waste, recycling and garbage; F. Altering the Premises in any manner, except as provided in this Lease Agreement;
G. Failure to maintain, repair, remove barriers or improve the Premises in accordance with the applicable requirements of ADA—Lawsand the California Historical Building Code.

H. Failure to make the repairs or improve the Premises within the time deadlines set forth in Section ll herein.

I. Failure to maintain, repair or improve the Premises or failure to perform or meet any other provision, covenant or condition of this Lease. 2l. TERMINATION. Upon termination of this Lease, SOCIETY shall quit and surrender the Premises thereby demised in as good a state and condition as they were at the commencement of the term, reasonable use and Wear thereof and damage by the elements excepted.

22. ASSIGNIVIENT OF LEASE TO OTHERS. SOCIETY shall have no right to encumberthe Premises in any manner and shall not assign, sublet, hypothecate or otherwise transfer whether voluntarily, involuntarily, or by operation of law, its interest in this Lease or any part thereof without the prior written consent of CITY, which said consent may be withheld in the reasonable discretion of CITY. No such assignment or transfer shall be valid or binding without the CITY'S prior written consent. An attempted assignment or transfer not in compliance with the provisions of this paragraph shall be grounds for CITY'S termination of this Lease. If CITY consents to an assignment or sublease under which SOCIETY shall receive rent or other consideration, said rent or other considerationshall be retained in full by SOCIETY and will be restricted to use by SOCIETY for the upkeep and improvements to the Premises.

I0
Agenda Item #6.4:

23. BINDING ON SUCCESSORS. Subject to the provisions of this Lease regarding assignments, each of the covenants and conditionsof this Lease shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto.

24. RECOVERY OF ATTORNEY'S FEES. In the event that either party thereto shall commerce any legal action or proceeding, including an action for declaratory relief, against the other by reason of the alleged failure of the other to perform or keep any term, covenant or condition of this Lease by it to be performed or kept, the party prevailing in said action or proceeding shall be entitled to recover, in additionto its court costs, a reasonable attorney's fee to be ?xed by the court, and such recovery shallinclude court costs and attorney's fees on appeal, if any.

25. WAIVER OF BREACH OR COVENANT. Waiver by either party of a breach of any covenant of this Lease Agreement will not be construed to be a continuing waiver of any subsequent breach. No waiver by either party of a provision of this Lease Agreement will be consideredto have been made unless expressed in writing and signed by all parties.

26. INTEGRATION CLAUSE. The CITY and the SOCIETY agree that this instrument containsthe entire, sole and only agreement betweenthem concerning the demisedPremises and correctly sets forth their rights and obligationsto each other concerning the demised Premises as of its date. Any agreement or representations respecting the demised Premises or the duties of either CITY or SOCIETY in relation thereto not expressly set forth in this instrument is null and Void.

27. NOTICE. For the purpose of service of process and service of notices and demands, SOCIETY’S addressis:

Sonoma Valley Historical Society
270 First Street West
Sonoma, CA 95476
Notices, demands and service of process for the CITY shall be served on the City Manager at the following address:

City Hall
No. 1 The Plaza
Sonoma, CA 95476

28. MERGER. This Lease is intended as the ?nal expression of the agreement between the parties hereto with respect to the includedterms, and as a complete and exclusive statement of the terms of the agreement, pursuant to Code of Civil Procedure Section 1856.

No modification of this Lease shall be effective unless and until such modification is evidencedby a writing signed by both parties. Each party has relied on its own examination of this Lease, the counsel of its own choosing, and the warranties, representations and covenants of the Lease itself. The failure or refusal of either party to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction, constitutes a waiver of any objection, contentionor claimthat might have been based on such reading, inspection or advice.

29. RECORDING OF LEASE. This Lease shall be recorded in the Sonoma County Recorder’s Office immediately after it is fully executed, pursuant to California Government Code Section 37393.
11 Agenda Item #6.4:

30. AUTHORIZATION TO EXECUTE. Each signatory to this Lease represents and warrants that s/he has been fully authorized by the entity that s/he represent to execute this Lease and that this Lease is a legally binding obligation on the part of the entity s/he represents and is enforceable against that entity, consistent with the Lease’s terms and conditions.

31. RELOCATION BENEFITS. SOCIETY, on behalf of itself and its successors and assigns, acknowledges, agrees and con?rms that at the time SOCIETY entered into this Lease that SOCIETY was a “post-acquisition tenant with notice” pursuant to California law, including but not limited to, Title 25 California Code of Regulations Section 6034(b), and that SOCIETY shall not be entitled to relocation bene?ts or assistance from CITY upon expiration of this Lease or upon the earlier terminationof the Lease for any reason. SOCIETY further expressly waives and relinquishes any and all claims to relocation bene?ts or assistance from CITY under any law, including but not limited to, California Government Code Section 7260 et seq. and Title 25 California Code of Regulations Section 6000 et seq., upon expiration of this Lease or upon the earlier termination of the Lease for any reason.

32. INCORPORATION. The “Material Facts” set forth at the beginning of this Lease are hereby incorporated by this reference.

33. EXEMPTFROM SONOMA COUNTYDOCUMENTARYTRANSFERTAX. This lease is exempt from the transfertax because its term is less than 35 yea TS.

Executed on 4?)
Sonoma, County of Sonoma, California.
,2o14, in the City of

CITY OF SONOMA SONOMA VALLEY HISTORICAL SOCIETY
ii? By‘ C? E (i By: «K,»
‘
, Cazl,Q WA / r 56%‘C
r Mayor President, Sonoma Valley Historical/Society
/I ‘/7City Clerk Treasuret or CFO, Sonoma Valley Historical Society
Agenda Item #6.4:

CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
County of Sonoma }
On 12-8-2014 before me, Gay Johann, Notary Public, personally appeared David Cook, Carol Giovanatto, Carol Page and Joanne Millerwho proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WlTNESS my hand and official seal.

Signature "
’ qr /'
GayJ n
(Seal) i
,
‘ GAYJOHANN
commissionav2059536
‘
9 N
I Not:ry»Publ|c - California
SonomaCounty
M comm. Ex Ire: Mar1, 2018
lVN A
Agenda Item #6.4:

EXHIBIT — A
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Agenda Item #6.4:

EXHIBIT - B
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Agenda Item #6.4:

EXHIBIT — C
Accessibility Improvement Measures
Priority 1 - Accessibility Improvement Measures

1. The building is not provided with an accessible route of travel from the public sidewalk to the interior of the building. Provide an accessible route from the public sidewalk to the interior of the building through the front entrance door in accordancewith the California Historical Building Code. This includes,but is not limited to:
a. Adding an accessible pathway from public sidewalk to the bottom landing of the ramp for the building.
b. Providing level landings (2% max slope) at the top and bottom of the ramp. The level landing at the top of the ramp shall be 60 inches by 60 inches;the landing at the bottom of the ramp shall be 72 inchesin the direction of travel and shall be the width of the ramp.
c. Replacing and adding ramp handrails to comply with the accessibilityrequirements of the California HistoricalBuilding Code.
d. Repairing (setting ?ush) the protruding nails on the existing ramp that are a potential tripping hazard.
e. Recon?guring or adding a power operated door at the main entrance. The existing main entry at the front porch (East elevation) does not have the required 18 inch strike—side clearance on the interior side of the door. Additionally, the bottom l0 inches of the door is not a smooth, uninterrupted surface. The width of the door is sufficient but due to the lack of the strike—sideclearance and the lack of a 10 inch door bottom, the door will require installationof a power operated door or recon?guration of the existing door to comply with the accessibility requirements of the California Historical Building Code. a. Revising the 3/:inch vertical offset between the floor of the exterior front porch and the interior floor of the building at the front entrance. The threshold and ?oor level must be recon?gured to meet the accessibility requirements of the California HistoricalBuilding Code.
b. Providing an International Symbol of Accessibility sign near the front entry door. i Priority 2 - Accessibility Improvement Measures

2. The facility is not providedwith an accessible off—siteparking space or an accessible pathfrom an accessible parking space to the building. Provide a van accessible parking space connecting to an accessible route to the building. This includes, but is not limited to:
a. Providing a stable, firm and slip resistant parking surface and access aisle with a slope of not more than 2% and that is painted and provided with required striping and signage pursuant to the accessibility requirements of the California HistoricalBuilding Code. b. Providing pole mounted accessibility signage for the parking space and the parkinglot pursuant to the accessibility requirements of the California Historical Building Code. 15 Agenda Item #6.4:

EXHIBIT — C
Priority 3 — AccessibilitvImprovement Measures

3. Remove accessibility barriers from the interior of the space. This includes but is not limited to the following:
a. Removing interior door and hinges from the doorway leading from main room to the dining/kitchen area, as the current con?guration does not provide the California Historical Building Code allowed minimum clear width of 29 ‘/2inches. b. Changes in ?oor level shall not exceed 1/4 inch unless beveled at a 1:2 gradient in which case the change in floor level may bel/2 inch. The kitchen and bathroom floor elevations are l‘/2inches above the other floor levels and the transition must be corrected. Installing threshold transitions to meet the maximum gradients of threshold at the kitchen entrance and bathroom entrance may meet this requirement.
c. Installing lever type door hardware on all doors (except where the removal of the existing door hardware would threaten or destroy the historical signi?cance or character—de?ning features of the building).
cl. Modifying the location of all controls, switches and receptacles intendedto be used by the occupant to be no more than 48 inches or less than 15 inches from the finished ?oor. e. Replacingthe existing curtain rod grab bars in the restroom with appropriate steel grab bars complyingwith the requirements of the California Historical Building Code. f. Relocating the water closet to provide a clearance to the side wall of between 17 — 18 inches measured to the centerline of the water closet.
g. Relocating the existing bathroom door latch hardware to an accessible height of not more than 48 inches above the ?nished ?oor.
h. Modifying the base cabinet directly under the kitchen sink counter area to be removable without the use of special tools or knowledge in order to provide ?oor space clearance under the sink for a wheelchair. Unobstructed knee clearance shall be provided under the kitchen sink counter area that is a minimum of 30 inches wide and 27 inches in height. A 30 inch by 48 inch clear floor space is also required in front of the kitchen sink to accommodate a wheelchair.
i. Modifying the kitchen counter height and the cooktop/range to meet accessible reach range requirements of the California Historical Building Code. One alternative would be to remove all kitchen counters, base cabinets and the range and reinstall a single counter for the sink Witha counteitop not exceeding 34 inches above the finish ?oor. j. Modifying the faucet for the kitchen sink to be accessible by providing a lever—operated, push—type,electronically activated or other approved accessible mechanism. k. Providing a restroom identi?cation signage (unisex) located on the wall adjacent to the latch side of the door 60 inches above ?oor.
l. Providing the required accessibility signage depicting a unisex facility on the door of the restroom 60 inches above ?nished ?oor.
m. Insulating hot water and drainpipes under accessible lavatories and sinks. .5
Repositioningthe toilet roll holder to be located on the side wall below the grab bar within 7 — 9 inches of the front edge of the toilet seat and at a height of 19 inches from the floor to the centerline of the dispenser.
l6
Agenda Item #6.4:

EXHIBIT — C
Repositioningthe mirrors in the restroom to be located so the bottom edge of the re?ective surface is at 40 inchesmaximum above the ?nish ?oor. Installing a full length restroom mirror or hanging the existing mirror tilted down at the top may meet this requirement.
17 Agenda Item #6.4:

City Council:

Sandra Lowe, Mayor
John Gurney, Vice Mayor
Jack Ding
Patricia Farrar-Rivas
Ron Wellander

REGULAR MEETING MINUTES

OF THE SONOMA CITY COUNCIL
City Council Chambers
177 First Street West
Wednesday, March 15, 2023

6:00 PM Regular Meeting
6:00 P.M. – REGULAR MEETING

CONVENE, CALL TO ORDER, & PLEDGE OF ALLEGIANCE
Mayor Lowe called the meeting to order at 6:00 pm.

PUBLIC COMMENT PROCESS FOR ZOOM ATTENDANCE AT MEETINGS
Public Comment Process for ZOOM Attendance at Meetings

ROLL CALL
PRESENT: Mayor Lowe, Council Member Ding, Council Member Farrar-Rivas, Vice Mayor Gurney, Council Member Wellander

REPORT ON CLOSED SESSION
There were no reportable actions taken in Closed Session, which was held on March 10, 2023.

APPROVAL OF AGENDA
Motion by Council Member Farrar-Rivas, seconded by Council Member Ding, to approve the agenda as presented. Motion carried unanimously.

1. COMMENTS FROM THE PUBLIC
Laurie Sebesta provided public comment.

2. MEETING DEDICATIONS
Vice Mayor Gurney dedicated the meeting to Angelo Sangiacomo, Lorraine Sangiacomo, and Rob Lions. Mayor Lowe dedicated the meeting to Lynne Malouf.

3. COUNCILMEMBERS’ REPORTS AND COMMENTS
Council Member Wellander reported that he attended the first Park’s Recreation, and Open Space Commission meeting. He is encouraged by the quality and energy of the commission.

Vice Mayor Gurney attended the Sonoma Tourism Improvement District Board meeting where general and financial updates were provided.

Council Member Ding reported he attended the Sonoma Valley Continuum of Care meeting where he gave a brief overview of our local homeless service providers.

Council Member Farrar-Rivas reported she attended a Sonoma Clean Power Board meeting where they approved project agreements with three firms to expand the geothermal capabilities at the geyser.

Mayor Lowe signed the Monarch Butterflies Mayor’s Pledge today, an ongoing commitment to increase the number of monarch butterflies in the State of California. Mayor Lowe stated the City will be applying for a grant with the Local Aging and Disability Action Planning to make Sonoma an age and disabled friendly city along with Santa Rosa. She also attended the Sonoma County Transportation Authority meeting, where they reviewed the details of the roundabout being installed at Highways 116 and 121.

Since Covid Emergency regulations have been lifted, any body subject to the Brown Act is required to hold their meetings in person once again. With no objections from Council, Mayor Lowe stated a letter will be drafted and sent to legislators in favor of Senate Bill 144, which would allow agencies the option to hold their meetings either in person or virtually. Mayor Lowe also met with the Sonoma Valley Chamber of Commerce regarding installing bike racks in the City. This will be a joint effort by local businesses, Sonoma Valley Chamber of Commerce, Sonoma Vitiator’s Center, and the City of Sonoma. Mayor Lowe also followed up on the Plaza and Depot Park bathrooms reporting that there has been great process made to date.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS
Agenda Item #7.2:

Interim City Manager Linder gave updates on both the Plaza and Depot park bathrooms which will be completed in the next couple of weeks. Mr. Linder also stated that the second cannabis dispensary request for proposal (RFP) item has been moved from the April 3rd council meeting to the April 19th council meeting.

5. CITY ATTORNEY COMMENTS
None.

6. PRESENTATIONS
Item 6.1: Proclamation Proclaiming March 2023 as Youth Arts Month in the City of Sonoma (Rebekah Barr, MMC, City Clerk)
Item 6.2: Proclamation Proclaiming March 19-25, 2023 as National Surveyors Week in the City of Sonoma (Rebekah Barr, MMC, City Clerk)
Item 6.3: Presentation from Sonoma Water Agency on the FY 2023-2024 Proposed Budget, Rates and Water Transmission System by Lynne Roselli, Administrative Services Division Manager and Jake Spaulding, Finance Manager (Mike Berger, Public Works Director/City Engineer)
Item 6.4: Presentation on the City of Sonoma Regulations Pertaining to Vacation Rentals (Kristina Tierney, Associate Planner)

7. CONSENT CALENDAR – CITY COUNCIL
Motion by Vice Mayor Gurney, seconded by Council Member Farrar-Rivas, to approve the agenda as presented with items 7.3 and 7.5 being pulled for separate consideration. Motion carried unanimously.

Item 7.1: Waive further reading and Authorize Introduction and/or Adoption of Ordinances by Title Only. (Standard procedural action - no backup information provided)
Item 7.2: Accept the City of Sonoma Housing Element 2022 Annual Progress Report and Direct Staff to Distribute to the California Department of Housing and Community Development (HCD) and the Governor’s Office of Planning and Research (OPR) (Kristina Tierney, Associate Planner)
Action: Report accepted and Staff directed to distribute.

Item 7.3: Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with R3 Consulting Group Inc. to Prepare a Solid Waste Franchise Fee Assessment (Travis Wagner, Sustainability Coordinator) Action: Pulled for separate consideration; Adopted as Resolution #16-2023.

Motion by Council Member Farrar-Rivas, Seconded by Vice Mayor Gurney, to Adopt a Resolution Authorizing the City Manager to Execute a Professional Services Agreement with R3 Consulting Group Inc. to Prepare a Solid Waste Franchise Fee Assessment. Motion carried unanimously.

Item 7.4: Receive Minutes from the Regular Meetings of February 15, 2023 and March 1, 2023 (Rebekah Barr, MMC, City Clerk)
Action: Action: Minutes were received.

Item 7.5: Accept the Expenditure Report for the Month of February 2023 (Liz Garcia, Deputy Finance Director)
Action: Pulled for separate consideration; Expenditure report was accepted.

Motion by Council Member Wellander, Seconded by Council Member Ding, to Accept the Expenditure Report for the Month of February 2023. Motion carried unanimously.

Mayor Lowe called for a recess at 7:55 pm; Council reconvened at 8:02 pm.

8. PUBLIC HEARING
Item 8.1: Conduct a Public Hearing to Adopt a Resolution updating the City of Sonoma Master Fee Schedule for the FY 2022-23 (Liz Garcia, Deputy Finance Director) Action: Public Hearing was continued to the April 3, 2023, regular council meeting.

Open Public Hearing: 8:15 pm
Public Comment: Robert Demler
Close Public Hearing: 8:17 pm
Agenda Item #7.2:

Motion by Council Member Wellander, Seconded by Council Member Ding, to continue the public hearing to the April 3rd council meeting. Motion carried 3-2 with Council Member Ding, Council Member Wellander, and Council Member Farrar-Rivas voting YES; and Vice Mayor Gurney and Mayor Lowe voting NO.

9. REGULAR CALENDAR – CITY COUNCIL
Item 9.1: Part Two of Four Reports: Receive and Discuss Annual Reports from City of Sonoma Community Services Providers (Mark Linder, Interim City Manager) Action: Annual reports were received.

10. COMMISSION AND COMMITTEE ROSTER
Informational only; no action will be taken.

11. ADJOURNMENT
Mayor Lowe adjourned the meeting at 9:01 pm.

I HEREBY CERTIFY that the foregoing minutes were duly and regularly adopted at a regular meeting of the Sonoma City Council on the ____ day of April 2023. ___________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 Apr 2023
Department
Administration
Staff Contact
Mark Linder, Interim City Manager
Agenda Item Title
Adopt a Resolution Authorizing Participation in the TAWWC Opioid Settlement and Authorizing the Interim City Manager to Execute the Related Participation Agreements Summary
On July 22, 2021, a settlement was announced in a multi-district federal litigation based in Ohio against opioid manufacturers and distributors. Over 4,000 lawsuits have been filed against opioid manufacturers and distributors in both federal and state courts. On December 15, 2021, the City of Sonoma City Council approved Resolution #89-2021, authorizing the City Manager to enter into the settlement agreements with McKesson Corporation, Cardinal Health, Inc., Amerisource Bergen Corporation, Johnson and Johnson, Jannsen Pharmaceuticals, Inc., Ortho McNeil-Jannsen Pharmaceuticals, Inc.

The proposed Resolution would authorize the Interim City Manager to enter into the settlement agreement with TEVA, Allergan, Walmart, Walgreens and CVS, referred to as the TAWWC settlement.

The estimated payout for this settlement to states and local subdivisions is a maximum of $20.2 billion, California's allocation is 9% or $1.8 billion. Of this share, 15% is allocated to state government, 15% to litigation subdivisions, and 70% to an "Abatement Fund" for qualifying cities. Similar to the prior settlement, the total amount distributed to each qualifying city depends on how many subdivisions decide to participate in the TAWWC settlement. A "critical mass" of subdivisions accepting the terms of the settlement is required to be met prior to the settlement distributions going into effect. There is no current timeline for payment distribution, although it is estimated to be sooner than the previous settlement distribution timeline as processes have been established.

It is anticipated that the distribution amounts will be $245,000, which is approximately 70-80% of the prior settlement allocations. The previous settlement payout was $26 billion, with the City of Sonoma's maximum allocation to be approximately $350,000 over 11-18 years.

Detailed information about the Settlements, including each Settlement Agreement can be found here:
https://nationalopioidsettlement.com
The settlements will allow for a broad range of approved abatement uses by state and local governments. Developed in consultation with the nation’s leading public health experts, the list of pre-approved uses includes a wide range of intervention, treatment, education, and recovery services so that state and local governments can decide what will best serve their communities.

Despite not participating in the litigation against the opioid distributors and manufacturers, the City has two options. It can:

Agenda Item #7.3:

1. opt-in to the settlement; or

2. not to opt-in to the settlement
If the City opts-in to the settlement, it must release its claims against the opioid distributors and manufacturer participating in the settlement. In exchange, the City will receive funds(or direct the funds to be paid directly to the County), which can be used to combat opioid abuse in the City. Under the terms of the settlement, the City would have to report how it spends funds received from the settlement.

By not acting, the City will not be a participant in the settlement. By not entering into the settlement agreements and allocation agreements, the City would retain the ability to pursue its own litigation against these opioid distributors and manufacturer. As the City will not be pursuing its own litigation, we recommend the City participate in these settlement and allocation documents.

Recommended Council Action
Adopt a resolution authorizing participation in the TAWWC Opioid Settlement and authorizing the Interim City Manager to execute the related participation agreement.

Alternative Actions
Council discretion
Financial Impact
The City may receive up to $245,000 (estimated high based on 100% local government participation in California), by participating in the TAWWC Settlement Agreement over multiple years.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution- TAWWC Opioid Settlement
Resolution 89-2021
Exhibit E-Eligible Opioid Abatement Programs
Agenda Item #7.3:

City of Sonoma
RESOLUTION # _____ - 2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA

AUTHORIZING CITY MANAGER TO ENTER INTO THE SETTLEMENT

AGREEMENTS WITH TWOPHARMACEUTICAL MANUFACTURERS, TEVA AND ALLERGAN ("MANUFACTURERS") AND THREE PHARMACIES, CVS, WALGREENS AMD WALMART ("PHARMACIES") AND PROPOSED AGREEMENTS

ALLOCATING SETTLEMENT PROCEEDS AMONG CALIFORNIA

POLITICAL SUBDIVISIONS
WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death. The State of California and California local governments spend billions of dollars each year to address the direct consequences of this crisis; and WHEREAS since 2017, state and local governments in California and around the United States have been pursuing litigation against certain manufacturers, distributors, and retailers of opioid pharmaceuticals (the “Opioid Defendants”) in an effort to hold the Opioid Defendants financially responsible for the impact of the Opioid Epidemic on the City of Sonoma (“the City”) and resources necessary to combat the opioid epidemic; and WHEREAS, negotiations to settle claims against several of the Opioid Defendants, specifically two manufacturers, Teva and Allergan, and three pharmacies, Walgreens, Walmart and CVS (the “Settling Defendants”) have been ongoing for several years; and WHEREAS, negotiations with the Settling Defendants have resulted in proposed nationwide settlements of state and local government claims to settle the litigation; and WHEREAS, the proposed terms of those proposed nationwide settlements have been set forth in the Distributors Master Settlement Agreement and the J&J Master Settlement Agreement (collectively “Settlement Agreements”); and WHEREAS, copies of the Settlement Agreements as well as summary of the main terms of the Settlement Agreements, the deadlines for submitting the Participation Agreements to the Settlement Agreements and the MDL Court’s Order setting deadlines for any Plaintiff who declines to enter into the Settlement Agreements, have been provided to the Council with this Resolution; and
WHEREAS, the Settlement Agreements provide, among other things, for the payment of a certain sum to settling government entities in California including to the State of California and Participating Subdivisions upon occurrence of certain events as defined in the Settlement Agreements (“California Opioid Funds”); and
WHEREAS, California local governments as well as the attorneys representing those local governments have engaged in extensive discussions with the State Attorney General’s Office (“AGO”) as to how the California Opioid Funds will be allocated, which has resulted in the Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- Distributor Settlement and the Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds- collectively the “Allocation Agreements,” which are agreements between all of the entities identified in the Allocation Agreements; and Agenda Item #7.3:

WHEREAS, the Allocation Agreements can be accessed at the following link:
https://nationalopioidsettlement.com/; and
WHEREAS, the Allocation Agreements propose to allocate the California Opioid Funds 15% to a State Fund; 70% to local governments in an Abatement Accounts Fund; and 15% to litigating local governments in a Subdivision Fund. For the avoidance of doubt, all funds allocated to California from the Settlements will be combined pursuant to Allocation Agreements, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”), 70% to the California Abatement Accounts Fund (“CA Abatement Accounts Fund Allocation”), and 15% to the California Subdivision Fund (“CA Subdivision Fund Allocation”); and
WHEREAS, any city that is an Eligible Local Government will be allocated its Local Allocation share only when it becomes a Participating Subdivision by signing the Participation Agreements to the Settlements. The Local Allocation share for a city that is a Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a Participating Subdivision, and (b) the City has not advised the Settlement Fund Administrator that it requests direct payment at least 60 days prior to a Payment Date as defined in the Settlement Agreements.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma does hereby approves and authorizes the City Manager to do everything necessary and appropriate to settle and release the City’s claims against the Settling Defendants in exchange for the consideration set forth in the Settlement Agreements and Allocation Agreements including taking the following measures:

1. The execution of the Participation Agreement to the National Opioid Settlements:

Teva, Allergan, Walgreens Walmart and CVS (TAWWC) and any and all documents ancillary thereto.

BE IT FURTHER RESOLVED, that all actions heretofore taken by the City Council and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution are hereby ratified, confirmed and approved.

PASSED AND ADOPTED, by the City Council of the City of Sonoma, County of Sonoma, State of California on April 3, 2023, by the following vote:

AYES:

NOES:

ABSENT:
___________________________
Sandra Lowe, Mayor

ATTEST:
____________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.3:

Qtityof Snnnma
RESOLUTION # -2021

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA

AUTHORIZING CITY MANAGER TO ENTER INTOTHE SETTLEMENT
AGREEMENTS WITHMCKESSON CORPORATION, CARDINAL HEALTH, INC.,

AMERISOURCE BERGEN CORPORATION, JOHNSON & JOHNSON, JANSSEN PHARMACEUTICALS, INC., ORTHO-MCNEIL-JANSSEN PHARMACEUTICALS, INC., AND JANSSEN PHARMACEUTICA,INC., AND PROPOSED AGREEMENTS

ALLOCATING SETTLEMENT PROCEEDS AMONG CALIFORNIA

POLITICAL SUBDIVISIONS
WHEREAS, the United States is facing an ongoing public health crisis of opioid abuse, addiction, overdose, and death. The State of California and California local governments spend billions of dollars each year to address the direct consequences of this crisis; and
WHEREAS since 2017, state and local governments in California and around the United States have been pursuing litigation against certain manufacturers, distributors, and retailers of opioid pharmaceuticals (the “Opioid Defendants”) in an effort to hold the Opioid Defendants financially responsible for the impact of the Opioid Epidemic on the City of Sonoma (“the City”)and resources necessary to combat the opioid epidemic; and WHEREAS, negotiations to settle claims against several of the Opioid Defendants, specifically McKesson Corporation, Cardinal Health, lnc., AmerisourceBergen Corporation, Johnson &Johnson, Janssen Pharmaceuticals, lnc., Ortho—McNei|—Janssen Pharmaceuticals, lnc., and Janssen Pharmaceutica, Inc. (the “Settling Defendants”) have been ongoing for several years; and
WHEREAS, negotiations with the Settling Defendants have resulted in proposed nationwide settlements of state and local government claims to settle the litigation; and WHEREAS, the proposed terms of those proposed nationwide settlements have been set forth in the Distributors Master Settlement Agreement and the J&J Master Settlement Agreement (collectively “Settlement Agreements”); and WHEREAS, copies of the Settlement Agreements as well as summary of the main terms of the Settlement Agreements, the deadlines for submitting the Participation Agreements to the Settlement Agreements and the MDLCourt’s Order setting deadlines for any Plaintiff who declines to enter into the Settlement Agreements, have been provided to the Council with this Resolution; and
WHEREAS, the Settlement Agreements provide, among other things, for the payment of a certain sum to settling government entities in California including to the State of California and Participating Subdivisions upon occurrence of certain events as defined in the Settlement Agreements (“CaliforniaOpioid Funds"); and WHEREAS, California local governments as well as the attorneys representing those local governments have engaged in extensive discussions with the State Attorney Agenda Item #7.3:

General’s Office (“AGO") as to how the California Opioid Funds will be allocated, which has resulted in the Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Distributor Settlement and the Proposed California State-Subdivision Agreement Regarding Distribution and Use of Settlement Funds— Janssen Settlement (collectively the “Allocation Agreements,”) which are agreements between all of the entities identified in the Allocation Agreements; and WHEREAS, the AllocationAgreements can be accessed at the following link:
https://nationalopioidsettlement.com/; and
WHEREAS, the Allocation Agreements propose to allocate the California Opioid Funds 15% to a State Fund; 70% to local governments in an Abatement Accounts Fund; and 15% to litigating local governments in a Subdivision Fund. Forthe avoidance ofdoubt, all funds allocated to California from the Settlements will be combined pursuant to Allocation Agreements, and 15% of that total shall be allocated to the State of California (the “State of California Allocation”),70% to the CaliforniaAbatement Accounts Fund (“CA Abatement Accounts Fund Allocation”), and 15% to the California Subdivision Fund (“CA Subdivision Fund Allocation”); and
WHEREAS, the funds in the CA Abatement Accounts Fund (the California Abatement Accounts Fund Allocation) will be allocated based on an allocation model developed in connection with the proposed negotiating class in the National Prescription Opiate Litigation (MDL No. 2804). The percentage from the CA Abatement Accounts Fund allocated to each eligible local government (any county or city above 10,000 in population) “Eligible Local Government”) is set forth in Appendix 1 to each Allocation Agreement and provided to the Council with this Resolution. The City’s share of the CA Abatement Accounts Fund is a product of the total in the CA Abatement Accounts Fund multiplied by the City’s percentage set forth inAppendix 1 (the “Local Allocation”); and WHEREAS, any city that is an Eligible Local Government willbe allocated its Local Allocation share only when it becomes a Participating Subdivision by signing the Participation Agreements to the Settlements. The Local Allocation share for a city that is a Participating Subdivision will be paid to the county in which the city is located, rather than to the city, so long as: (a) the county is a Participating Subdivision, and (b) the City has not advised the Settlement Fund Administratorthat itrequests direct payment at least 60 days prior to a Payment Date as defined in the Settlement Agreements.

NOW THEREFORE BE IT RESOLVED, that the City Council of the City of Sonoma does hereby approves and authorizes the City Manager to do everything necessary and appropriate to settle and release the City’s claims against the Settling Defendants in exchange for the consideration set forth in the Settlement Agreements and Allocation Agreements including taking the following measures:

1. The execution of the Participation Agreement to the Distributors Settlement Agreement and any and all documents ancillary thereto.

2. The execution of the Participation Agreement to the Janssen Settlement Agreement and any and all documents ancillary thereto.

3. The execution of the Proposed California State~Subdivision Agreement Regarding Distribution and Use of Settlement Funds—Distributor Settlement by executing the signature pages to that Allocation Agreement.

Agenda Item #7.3:

4. The execution of the Proposed California State—Subdivision Agreement Regarding Distribution and Use of Settlement Funds~ Janssen Settlement Allocation Agreements by executing the signature pages to that Allocation Agreement.

BE IT FURTHER RESOLVED, that all actions heretoforetaken by the City Council and other appropriate public officers and agents of the City with respect to the matters contemplated under this Resolution are hereby ratified, confirmed and approved.

PASSED AND ADOPTED, by the City Council of the City of Sonoma, County of Sonoma, State of California on December 15"‘,2021, by the following vote:

AYES: AGRIMONTI,BARNETT, FELDER, LOWE, DING
NOES:

ABSENT:

ABSTAIN:
_
AT ST:

Rebekah Barr, MMC,CityClerk
Agenda Item #7.3:

EXHIBIT E
List of Opioid Remediation Uses
Schedule A
Core Strategies
States and Qualifying Block Grantees shall choose from among the abatement strategies listed in Schedule B.

Strategies”).
‘4
A.
owever, priority shall be given to the following core abatement strategies (“Core

NALOXONE OR OTH R FDA-APPROVED RUG TO

REVERSE OPIOID OVERDOSES

1. Expand training for first responders, schools, community support groups and families; and

2. crease distribution to individuals who are uninsured or whose insurance does not cover the needed service.

M DICATION-ASSISTED TREATM NT §“MA T”)

DISTRIBUTION AND OTHER OPIOI -RELATED

TREATMENT

1. Increase distribution of MAT to individuals who are
uninsured or whose insurance does not cover the needed
service;

2. Provide education to school-based and youth-focused
programs that discourage or prevent misuse;

3. Provide MAT education and awareness training to
healthcare providers, EMTs, law enforcement, and other
?rst responders; and
treatment recovery support services such as residential and inpatient treatment, intensive outpatient treatment, outpatient therapy or counseling, and recovery housing that allow or integrate medication and with other support services. '4 As used in th
is
SA, words like “expand,” “fund,” or “provide” the like shall not aindicate for preference c
h
e
d
ul
e
new or existing
E-1
DIS
T
UTS’ 10.22.21

OIBITU ATES
P
Agenda Item #7.3:

‘rs:

D RIB

PREGNANT & POSTPARTUM WOMEN

1. Expand Screening, Brief Intervention, and Referral to Treatment (“SBIRI”) services to non-Medicaid eligible or uninsured pregnant women;
Expand comprehensive evidence-based treatment and
recovery services, includingMAT, for women with cooccurring Opioid Use Disorder (“0UD”) and other Substance Use isorder (“SUD”)/Mental ealth disorders
for uninsured individuals for up to 12 months postpartum; and
Provide comprehensive wrap-around services to individuals with OUD, including housing, transportation, job
placement/training, and childcare.

EXPANDING TREATMENT FOR NEONATAL
ABSTINENCE SYNDROME §“NAS”[

1. Expand comprehensive evidence-based and recovery
support for NAS babies;
Expand services for better continuum of care with infantneed dyad; and Expand long-tenn treatment and services for medical
EXPANSION OF WARM HAND-OF F PROGRAMS AND RECOVERY SERVIC S 1. Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments; Expand warm hand-off services to transition to recovery services; roaden scope of recovery services to include co-occurring SU or mental health conditions; Provide comprehensive wrap-around services to individuals in recovery, includinghousing, transportation, job placement/training, and childcare;and ire additional social workers or other behavioral health workers to facilitate expansions above.

IST U10.22.21
T[BIT DATES
O
RS
’ Agenda Item #7.3:

TREATMENT FOR INCARCERATED POPULATION

1. Provide evidence-based treatment and recovery support, including MAT for persons with OUD and co-occurring
SU /M disorders within and transitioning out of the
criminal justice system; and

2. Increase funding forjails to provide treatment to inmates with OUD.

PREVENTION PROGRAMS

1. Funding for media campaigns to prevent opioid use (similar to the FDA’s
“ eal Cost” campaign to prevent youth from
misusing tobacco);

2. Funding for evidence-based prevention programs in
schools;

3. Funding for medical provider education and outreach
regarding best prescribing practices for opioids consistent with the 2016 CDC guidelines, including providers at
hospitals (academic detailing);

4. Funding for community drug disposal programs; and

5. Funding and training for ?rst responders to participate in to behavioral health services and supports. EXPANDING SYRINGE SERVICE PROGRAMS 1. Provide comprehensive syringe services programs with more wrap-around services, including linkage to OUD treatment, access to sterile syringes and linkage to care and treatment of infectious diseases. EVI ENCE-BASED DATA COLLECTION AND RESEARCH ANALYZING THE EFFECTIVENESS OF THE ABATEM NT STRATEGIES WITHIN THE STATE DIS
TRI
BU
TO
RS’

10.22.21 EIBIT UPDATESAgenda Item #7.3:

H!
A. TREAT OPIOID USE ISORDER§OU [
Support treatment of Opioid Use isorder (“0UD”) and any co-occurring Substance U s
e
isorder or Mental ealth (“SUD/M ’) conditions through evidence-basedor evidenc e- informed programs or strategies that may include,but are not limited to, those that:'5

1. Expand availability of treatment for OUD and any co-occurring SUD/M conditions, including all forms of Medication-AssistedTreatment (“ AT”) approved by the U.S. Food and Drug Administration.

Support and reimburse evidence-based services that adhere to the American Society of Addiction Medicine (“ASAM”) continuum of care for OUD and any occurring SUD/M conditions.

Expand telehealth to increase access to treatment for OUD and any cooccurring SUD/M conditions, including MAT, as well as counseling, psychiatric support , and other treatment and recovery support services.

Improve oversight of Opioid Treatment Programs (“OTPS”) to assure evidencebased or evidence-informedpractices such as adequate methadone dosing and l o threshold approaches to treatment.

Support mobile intervention,treatment, and recovery services, offered by quali?ed professionals and service providers, such as peer recovery coaches, fo r persons with OUD and any co-occurring SUD/M conditions and for persons who have experienced an opioid overdose.

Provide treatment of trauma for individuals with OUD (e.g., violence,sexual assault, human traf?cking, or adverse childhood experiences) and family members (e.g., surviving family members after an overdose or overdose fatality ), and training of health care personnel to identify and address such trauma.

Support evidence-basedwithdrawal management services for people with O and any co-occurring mental health conditions.

PART ONE:

Schedule B
Approved Uses
Support treatmen
t
of Opio Use Disorder (OUD) andy co-occurring Substance Disorder Use id or Mental ealt
h
()conditions through evidence—based or evidence-informed programs S or strategies tha t
but inclu are limited not theo, following: de,
‘5 As used in thi
s
SB, words like “expand,” “fund,” or “provide" the like shall not indicate apreference for c
h
e
d
u
l
e
new or existing
E-4
DIS
T
UT10.22.21

ORS ITUPDATES
’ Agenda Item #7.3:

UD.

Rli

8. Provide training on MAT for health care providers, ?rst responders, students, or other supporting professionals, such as peer recovery coaches or recovery outreach specialists, including telementoringto assist community-based providers in rural or underservedareas.

9. Support workforce development for addiction professionals who work with persons with OUD and any co-occurring S /M conditions.

10. Offer fellowships for addiction medicine specialists for direct patient care, instructors,and clinical research for treatments.

11. Offer scholarshipsand supports for behavioral health practitioners or workers involved in addressing OUD and any co-occurring SUD/M or mental health conditions, including,but not limited to, training, scholarships,fellowships, loan repayment programs, or other incentives for providers to work in rural or underserved areas.

12. Provide funding and training for clinicians to obtain a waiver under the federal Drug Addiction Treatment Act of 2000 (“DATA 2000”) to prescribe MAT for OU , and provide technical assistance and professional support to clinicianswho have obtained a DATA 2000 waiver.

13. Disseminateof web-based training curricula,such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service—Opioidsweb-based training curriculum and motivational interviewing.

14. evelop and disseminate new curricula,such as the American Academy of Addiction Psychiatry’s Provider Clinical Support Service for Medication Assisted Treatment.

SUP ORT PEOPLE IN TREATMENT AN RECOVERY
Support people in recovery from OU and any co-occurring SUD/M conditions through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the programs or strategies that:

1. Provide comprehensive wrap-around services to individuals with OUD and any co-occurring SUD/M conditions, including housing, transportation, education, job placement, job training, or childcare. 2. Provide the ?ill continuum of care of treatment and recovery services for OUD and any co-occurring SUD/M conditions, including supportive housing, peer support services and counseling, community navigators, case management, and connections to community-based services. 3. Provide counseling, peer-support, recovery case management and residential treatment with access to medications for those who need it to persons with OUD and any co-occurring SUD/M conditions.

DIS
T
UT10.22.21

ORS IBIT UPDATES
’ Agenda Item #7.3:

HE P
R‘
HIB

10. ll.

12. 13.

15.4. CONNECT PEOPLE WHO NEED
Provide access to housing for people with OUD and any co-occurring SUD/M conditions, including supportive housing, recovery housing, housing assistance programs, training for housing providers, or recovery housing programs that allow or integrate FDA-approved mediation with other support services.

Provide community support services, including social and legal services, to assist in deinstitutionalizingpersons with OUD and any co-occurring SUD/M conditions.

Support or expand peer-recovery centers, which may include support groups, social events, computer access, or other services for persons with O and any co-occurring SUD/M conditions.

Provide or support transportation to treatment or recovery programs or services for persons with OUD and any co-occurring SU /M conditions.

Provide employment training or educational services for persons in treatment for or recovery from OUD and any co-occurring SUD/M conditions.

Identify successful recovery programs such as physician, pilot, and college recovery programs, and provide support and technical assistance to increase the number and capacity of high-quality programs to help those in recovery.

Engage non-pro?ts, faith-based communities, and community coalitions to support people in treatment and recovery and to support family members in their efforts to support the person with OUD in the family.

Provide training and developmentof procedures for government staff to appropriately interact and provide social and other services to individuals with or in recovery from OUD, includingreducing stigma.

Support stigma reduction efforts regarding treatment and support for persons with OUD, including reducing the stigma on effective treatment.

Create or support culturally appropriate services and programs for persons with Create and/or support recovery high schools. ire or train behavioral health workers to provide or expand any of the services or supports listed above. L TO THE HELP THEY NEED §CONNECTIONS TO CARE) Provide connections to care for people who have—or are at risk of developing OUD and any co-occurring SUD/M conditions through evidence-based or evidence-inforrned programs or strategies that may include, but are not limited to, those that:

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10. 13. ll. 12.

Ensure that health care providers are screening for OUD and other risk factors and know how to appropriately counsel and treat (or refer if necessary) a patient for OU treatment.

Fund SBI T programs to reduce the transition from use to disorders, including S IRT services to pregnant women who are uninsured or not eligible for Medicaid.

Provide training and long-term implementation of SBIRT in key systems (health, schools, colleges, criminal justice, and probation), with a focus on youth and young adults when transition from misuse to opioid disorder is common.

Purchase automated versions of SBIRT and support ongoing costs of the technology.

Expand services such as navigators and on-call teams to begin MAT in hospital emergency departments.

Provide training for emergency room personnel treating opioid overdose patients on post-discharge planning, including community referrals for MAT, recovery case management or support services.

Support hospital programs that transition persons with O and any co-occurring SUD/l\/I conditions, or persons who have experienced an opioid overdose, into clinically appropriate follow-up care through a bridge clinic or similar approach.

Support crisis stabilization centers that serve as an alternative to hospital emergency departmentsfor persons with OUD and any co-occurring SUD M conditions or persons that have experienced an opioid overdose.

Support the work of Emergency Medical Systems, including peer support specialists, to connect individuals to treatment or other appropriate services Provide funding for peer support specialists or recovery coaches in emergency departments, detox facilities,recovery centers, recovery housing, or similar settings; offer services, supports, or connections to care to persons with OUD and any co-occurring SU /M conditions or to persons who have experienced an opioid overdose. Expand warm hand-off services to transition to recovery services. Create or support school-based contacts that parents can engage with to seek immediate treatment services for their child; and support prevention, intervention, treatment, and recovery programs focused on young people. Develop and support best practices on addressing OUD in the workplace.

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10.22.21 ITUPDATESAgenda Item #7.3:

UD

15. 16.

Support assistance programs for health care providers with OUD.

Engage non-profits and the faith community as a system to support outreach for treatment.

Support centralized call centers that provide information and connections to appropriate services and supports for persons with O and any co-occurring SUD/M conditions.

ADDRESS TH NE DS OF CRIMINAL JUSTICE-INVOLVED P RSONS
Address the needs of persons with OUD and any co-occurring S /M conditions who are involved in, are at risk of becoming involved in, or are transitioning out of the criminal justice system through evidence-based or evidence-informed programs or strategies that may include,but are not limited to, those that:

1. Support pre-arrest or pre-arraignment diversion and de?ection strategies for persons with OUD and any co-occurring SUD/M conditions, including established strategies such as:

1. Self-referral strategies such as the Angel Programs or the Police Assisted Addiction Recovery Initiative (“PAAR1”);

2. Active outreach strategies such as the Drug Abuse Response Team (“DART”) model;

3. “Naloxone Plus” strategies, which work to ensure that individuals who have received naloxone to reverse the effects of an overdose are then linked to treatment programs or other appropriate services;

4. Of?cer prevention strategies, such as the Law Enforcement Assisted Diversion (“LEAD”) model;
Civil Citation Network or the Chicago Westside Narcotics iversion to Treatment Initiative; or 6. Co-responder and/or alternative responder models to address OUD-related 911 calls with greater SUD expertise. Support pre-trial services that connect individuals with OU and any co- occurring SU /M conditions to evidence-informed treatment, including MAT, and related services. Support treatment and recovery courts that provide evidence-based options for persons with OUD and any co-occurring SUD/M conditions.

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S Agenda Item #7.3:

EE
Provide evidence-informedtreatment, including MAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any cooccurring SUD/M conditions who are incarceratedin jail or prison.

Provide evidence-inforrned treatment, includingMAT, recovery support, harm reduction, or other appropriate services to individuals with OUD and any cooccurring SUD/MH conditions who are leavingjail or prison or have recently le? jail or prison, are on probation or parole, are under community corrections supervision, or are in re-entry programs or facilities.

Support critical time interventions(“CTI’’), particularly for individualsliving with dual-diagnosisOUD/serious mental illness, and services for individualswho face immediate risks and service needs and risks upon release from correctional settings.

Provide training on best practices for addressing the needs of criminal justiceinvolved persons with OUD and any co-occurring SUD/M conditions to law enforcement, correctional, or judicial personnel or to providers of treatment, recovery, harm reduction, case management, or other services offered in connection with any of the strategies describedin this section.

ADDRESS THE N DS OF REGNANT OR ARENTING WOMEN AND

THEIR FAMILIES, INCL ING BABIES WITH N ONATAL ABSTINENCE

SYNDROME
Address the needs of pregnant or parenting women with OU and any co-occurring SUD/M conditions, and the needs of their families, including babies with neonatal abstinence syndrome (“NAS”), through evidence-basedor evidence-inforrnedprograms or strategies that may include, but are not limited to, those that:

1. Support evidence-basedor evidence-inforrnedtreatment, includingMAT, recovery services and supports, and prevention services for pregnant women—or women who could become pregnant—who have OUD and any co-occurring SU /M conditions, and other measures to educate and provide support to Expand comprehensive evidence-based treatment and recovery services, including MAT, for uninsured women with OUD and any co-occurring SUD/M conditions for up to 12 months postpartum. Provide training for obstetricians or other healthcare personnel who work with pregnant women and their families regarding treatment of OUD and any co- occurring SU /M conditions. Expand comprehensive evidence-based treatment and recovery support for NAS babies; expand services for better continuum of care with infant-need dyad; and expand long-term treatment and services for medical monitoring of NAS babies and their families.

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5. Provide training to health care providers who work with pregnant or parenting women on best practices for compliance with federal requirements that children born with NAS get referred to appropriate services and receive a plan of safe care.

6. Provide child and family supports for parenting women with O and any cooccurring SUD/M conditions.

7. Provide enhanced family support and child care services for parents with OU and any co-occurring SUD/M conditions.

8. Provide e anced support for children and family members suffering trauma as a result of addiction in the family; and offer trauma-informed behavioral health treatment for adverse childhood events.

9. Offer home-based wrap-around services to persons with OUD and any cooccurring SU /M conditions, including, but not limited to, parent skills training.

10. Provide support for Children’s Services Fund additional positions and services, including supportive housing and other residential services,relating to children being removed from the home and/or placed in foster care due to custodial opioid use.

PART TWO: PREVENTION _j

REVENT OVER-PRESCRIBING AND ENS RE A PROPRIAT

PRESCRIBING AND DISPENSING OF OPIOIDS
Support efforts to prevent over-prescribing and ensure appropriate prescribing and dispensing of opioids through evidence-basedor evidence-informed programs or strategies that may include,but are not limited to, the following:

Chronic Pain from the U.S. Centers for isease Control and Prevention, including providers at hospitals(academic detailing). 2. Training for health care providers regarding safe and responsible opioid prescribing, dosing, and tapering patients off opioids. 3. Continuing Medical Education (CME) on appropriate prescribing of opioids. 4. Providing Support for non-opioid pain treatment alternatives, including training providersto offer or refer to multi-modal,evidence-informedtreatment of pain. 5. Supporting enhancements or improvements to Prescription Drug Monitoring Programs (“PDMPs”), including, but not limited to, improvements that:

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7. 8.

1. Increase the number of prescribers using PDMPs;

2. Improve point-of-care decision-making by increasing the quantity, quality, or format of data available to prescribers using PDMPs, by improving the interface that prescribers use to access PDMP data, or both; or

3. Enable states to use PDMP data in support of surveillance or intervention strategies, including AT referrals and follow-up for individuals identi?ed within PDMP data as likely to experience OU in a manner that complies with all relevant privacy and security laws and rules.

Ensuring PDMPS incorporate available overdose/naloxone deploymentdata, including the United States Department of Transportation’s Emergency Medical Technician overdose database in a manner that complies with all relevant privacy and security laws and rules.

Increasing electronic prescribing to prevent diversion or forgery.

Educating dispensers on appropriate opioid dispensing.

PREVENT MISUSE OF OPIOI S
Support efforts to discourage or prevent misuse of opioids through evidence-based or evidence-inforrnedprograms or strategies that may include,but are not limited to, the following:

1. 2.

Funding media campaigns to prevent opioid misuse.

Corrective advertising or affirmative public education campaigns based on evidence.

Public education relating to drug disposal.

Drug take-back disposal or destruction programs.

Supporting community coalitions in implementing evidence-inforrnedprevention, such as reduced social access and physical access, stigma reduction—including staf?ng, educational campaigns, support for people in treatment or recovery, or training of coalitions in evidence-inforrnedimplementation,includingthe Strategic Prevention Framework developed by the U.S. Substance Abuse and Mental ealth Services Administration (“SAMHSA”). Engaging non-pro?ts and faith-based communities as systems to support prevention.

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8. Funding evidence-based prevention programs in schools or evidence-informed school and community education programs and campaigns for students,families, school employees, school athletic programs, parent-teacher and student associations,and others.

9. School-based or youth-focused programs or strategies that have demonstrated effectiveness in preventing drug misuse and seem likely to be effective in preventing the uptake and use of opioids.

10. Create or support community-based education or intervention services for families, youth, and adolescents at risk for OUD and any co-occurring SU /M conditions.

11. Support evidence-informed programs or curricula to address mental health needs of young people who may be at risk of misusing opioids or other drugs, including emotional modulation and resilience skills.

12. Support greater access to mental health services and supports for young people, including services and supports provided by school nurses, behavioral health workers or other school staff, to address mental health needs in young people that (when not properly addressed) increase the risk of opioid or another drug misuse.

PREVENT OVERDOSE DEATHS AND OTH R HARMS 1 ARM RED CTION) Support efforts to prevent or reduce overdose deaths or other opioid-related harms through evidence-based or evidence-informed programs or strategies that may include, but are not limited to, the following:

1. Increased availability and distribution of naloxone and other drugs that treat overdoses for first responders, overdose patients, individuals with OUD and their friends and family members,schools, community navigators and outreach workers, persons being released from jail or prison, or other members of the general public.

2. Public health

3. Training and education regarding naloxone and other drugs that treat overdoses for ?rst responders, overdose patients, patients taking opioids, families, schools, community support groups, and other members of the general public. 4. Enabling school nurses and other school staff to respond to opioid overdoses, and provide them with naloxone,training, and support. 5. Expanding, improving, or developing data tracking software and applications for overdoses/naloxone revivals. 6. Public education relating to emergency responses to overdoses.

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Public education relating to immunity and Good Samaritan laws.

Educating ?rst responders regarding the existence and operation o f
and i
Good Samaritan laws.

Syringe service programs and other evidence—inforrnedprograms trharms e
d
u
c
e
associated with intravenous drug use, including supplies, staf?ng, peer support services, referrals to treatment, fentanyl checking, connect ions
tocare,
and the full range of ha reduction and treatment services provid ed
bythese
programs.

Expanding access to testing and treatment for infectious diseasessasnd IV epatitis C resulting from intravenous opioid use.

Supporting mobile units that offer or provide referrals to harm red ucti
on
servic
es, treatment, recovery supports, health care, or other appropriate serv ices
toperson
s that use opioids or persons with OUD and any co-occurring SUD con diti
ons
. Providing training in harm reduction strategies to health care provi ders,
stude
nts, peer recovery coaches,recovery outreach specialists, or other prof essi
onal
s
that
provide care to persons who use opioids or persons with OU and cooccurring SUD/MH conditions.

Supporting screening for fentanyl in routine clinical toxicology tes tin
g.

FIRST RESPONDERS
In addition to items in section C, D and relating to ?
r
s
t
res the support
po
nd
ers
,
following:

1. Education of law enforcement or other first res
po
nd
ers
regardin appropriate
g practices and precautions when dealing with fe
nt
a
n
yl
otherr dugs.

2. Provision of wellness and support services for resp and others wo ond
ers
experience secondary trauma associated with o
p
i
o
i
d
-
r
e
l
a
t
e
d
emergency events.

LEADERSHIP, PLANNING AND COORDINATI
ON
Support efforts to provide leadership, planning, coordi nation
,
facilita training and
tions, technical assistance to abate the opioid epidemic throu gh
acprograms, or
tiv
iti
es,
strategies that may include,but are not limited to, the f

1. Statewide, regional, local or community region
al
pl identify torot causes
a
n
ni
n
g
of addiction and overdose, goals for reducing h
a
r
relate the opioid to
d epidemic, and areas and populations with the g
r
e
a
t
e
st
needs for treatment
PART THREE: STRATE
GIES
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intervention services, and to support training and technical assistance and other strategies to abate the opioid epidemic described in this opioid abatement strategy list.

A dashboard to (a) share reports, recommendations, or plans to spend opioid settlement funds; (b) to show how opioid settlement funds have been spent; (c) to report program or strategy outcomes; or (d) to track, share or visualize key opioidor health-related indicators and supports as identi?ed through collaborative statewide, regional, local or community processes.
vest in infrastructure or staf?ng at government or not-for-pro?t agencies to support collaborative,cross-system coordination with the purpose of preventing overprescribing, opioid misuse, or opioid overdoses,treating those with OUD and any co-occurring SUD/M conditions,supporting them in treatment or recovery, co ecting them to care, or implementingother strategies to abate the opioid epidemic described in this opioid abatement strategy list.

Provide resources to staff government oversight and management of opioid abatement programs.

TRAINING
addition to the training referred to throughout this document,support training to abate the opioid epidemic through activities, programs, or strategies that may include, but are not limited to, those that:

1. Provide funding for staff training or networking programs and services to improve the capability of government, community, and not-for-pro?t entities to abate the opioid crisis.

Support infrastructure and staf?ng for collaborative cross-system coordination to prevent opioid misuse, prevent overdoses, and treat those with OUD and any cooccurring SUD/M conditions, or implement other strategies to abate the opioid epidemic described in this opioid abatement strategy list (e.g., health care, primary care, pharmacies, PDMPs, etc.).

Support opioid abatement research that may include, but is not limited to, the following: 1. Monitoring, surveillance,data collection and evaluation of programs and strategies described in this opioid abatement strategy list. 2. Research non-opioid treatment of chronic pain. 3. Research on improved service delivery for modalities such as S I T that demonstrate promising but mixed results in populations vulnerable to opioid use disorders.

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Research on novel harm reduction and prevention efforts su ch
the as
provision of fentanyl test strips.

Research on innovative supply-side enforcement efforts suc h
aim
spro
ved
detection of mail-based delivery of synthetic opioids.

Expanded research on swift/certain/fair models to reduce an d
dopioid
e
t
e
r
misuse within criminaljustice populations that build upon p r
o
approaches used to address other substances (e.g., awaii and Dakota 24/7).

Epidemiologicalsurveillance of OUD-related behaviorsin c ri
ti
c
a
l
populations, including individuals entering the criminal justi ce
sy
ste
m,
including, but not limited to approaches modeled on the Arr este
e
rug
Abuse Monitoring (“ADAM”)system.

Qualitativeand quantitative research regarding public healthand harm reduction opportunities within illicit drug markets,inc lud
ing
surve
ys of market participants who sell or distribute illicit opioids.

Geospatial analysis of access barriers to MAT and their asso ciati
on
with
treatment engagement and treatment outcomes.

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City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 Apr 2023
Department
Planning and Community Services
Staff Contact
Laura Simpson, Interim Planning & Community
Services Director
Agenda Item Title
Consider Adopting a Resolution establishing Housing In-Lieu Fees pursuant to the Inclusionary Housing Ordinance for Fractional Inclusionary Units and Small Residential Projects, and pursuant to the City’s Residential Component ordinance, with a finding that the adoption of this resolution establishing housing in-lieu fees is not a “Project” under the California Environmental Quality Act Guidelines Sections 15378(b)(4) and 15061(b)(3).

Summary
In January 2023, the City contracted with Keyser Marston Associates (KMA) to prepare an updated analysis to the 2018 housing and commercial fee study commissioned by the City of Sonoma. The update was requested to support Housing In-Lieu Fees required under the City’s revised Inclusionary Housing Ordinance adopted on July 7, 2021, and the Residential Component ordinance the City Council adopted in March 1, 2023. The following are development scenarios under which these Housing In-Lieu Fees may be applied:

1. If the 25% inclusionary housing requirement for a new residential development results in requiring a fractional unit of below 0.5, the developer may pay a fractional in-lieu fee instead of rounding up to the next whole number and providing that affordable unit on site. For example, a 13 unit development would be required to provide 3.25 affordable units and therefore the developer could opt to pay a fractional in-lieu fee for the 0.25 affordable units required (and build the other 3).

2. If a residential project consists of 4 or fewer units, the developer may pay an in-lieu fee instead of providing the affordable housing unit or units.

3. Where a new commercial development in Mixed Use or certain Commercial Zones meets particular requirements, upon approval from the Planning Commission, the developer may choose not to build the required Residential Component of the development and may voluntary pay an in-lieu fee based on the square footage of the Residential Component the developer would otherwise be required to build. If the developer proposed constructing a portion of the required Residential Component, the fee may be paid for the balance of the required residential square footage.

Background
On July 7, 2021, the City’s Inclusionary Housing Ordinance was revised and took effect to require the following Below Market Rate unit requirements in new residential development.

Rental Projects:
• 5% Extremely Low Income (ELI)
• 10% Very Low Income (VLI)
• 10% Low Income (LI)
Ownership Projects:

Agenda Item #8.1:

• 5% Low Income (LI)
• 10% Moderate Income (M)
• 10% Middle Income (MI)
In the implementation of the Inclusionary Ordinance, there were two scenarios where fees could be applied:
• A development containing four or fewer parcels or units shall pay a fee pursuant to SMC § 19.44.030 - In-Lieu Fees; and
• Fractional Units. When the application of the percentages specified above results in a number that includes a fraction, the fraction shall be rounded up to the next whole number if the fraction is 0.50 or more. If the result includes a fraction below 0.50, the developer shall have the option of rounding up to the next whole number and providing the affordable unit on-site, or paying an in lieu fee instead of providing an additional affordable unit.

For projects of four or fewer units, the attached KMA analysis recommends phasing in a full in lieu fee, which could be up to $97/sf for For Sale units, and $110/sf for Rental Units, in the following manner:
• For 1, 2, 3 or 4 units $25 /SF for both Rental and For Sale For the Fractional Unit, KMA recommends multiplying the fraction of the unit owed by $97/SF for For Sale, and $110/SF for Rental units.

The Residential Component Ordinance (in certain Commercial and Mixed-Use zoning districts), adopted on March 1, 2023, requires that a residential component be built equal to 100% of the proposed commercial floor area within a project. The ordinance allows for an inlieu fee option if a developer opts not to construct the residential component. The in-lieu fee per square foot is multiplied by the square footage of the required residential component that is not built. If a portion of the residential component is built, a fee may be paid based upon the balance of the residential square footage required.

The KMA analysis for the Residential Component Ordinance determined that an in-lieu fee of $93.50/SF multiplied by the required Residential Component square footage, or balance thereof, could be charged. For ease of facilitation of this requirement, the Council may reasonably round up the fee to $100/SF.

Recommended Council Action
Adopt the attached Housing In-Lieu Fee Resolution.

Alternative Actions
Council Discretion.

Financial Impact
None.

Agenda Item #8.1:

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Housing In-Lieu Fee Resolution
Sonoma - In Lieu Fees - Keyser Marston Associates, Inc.

Alignment with Council Goals:

Compliance with Climate Action 2020 Target Goals:

CC:
n/a
Agenda Item #8.1:

Error! Unknown document property name.

City of Sonoma
RESOLUTION _____ 2023

A RESOLUTION OF THE CITY OF SONOMA ESTABLISHING HOUSING IN-LIEU FEES PURSUANT TO THE

INCLUSIONARY HOUSING ORDINANCE AND RESIDENTIAL COMPONENT ORDINANCE IN THE SONOMA

DEVELOPMENT CODE
WHEREAS, the California Legislature has declared that there is a severe shortage of affordable housing and has changed laws to expedite the local residential development process, including regulations requiring the modification of local regulations to streamline housing development and for clarity; and WHEREAS, on March 1, 2023, the City amended its local regulatory scheme to facilitate the construction of housing to comply with State law through the Residential Component Ordinance 3-23, which requires development within certain C and MX zoning districts to construct a residential component equal in floor area to the proposed commercial floor area, and which allows option for a housing in-lieu fee to be paid for any and all portions of the residential component the developer voluntarily chooses not to construct; and
WHEREAS, on July 7, 2021, the City revised its Inclusionary Housing requirements to require 25% of new residential projects to meet Affordability Requirements, and under which, Housing In-Lieu Fees were permitted to be paid if application of the Inclusionary percentages resulted in a fractional unit below

0.5, and also in the case of projects of four or fewer residential units or parcels; and WHEREAS, the Interim Planning and Community Services Director has submitted a report prepared by Keyser Marston Associates (KMA), which updates KMA’s 2018 fee nexus study and further analyzes facts necessary to support adoption of reasonable in-lieu fees for fractional inclusionary units and small residential projects pursuant to the City’s Inclusionary Housing Ordinance, and an in-lieu fee for the Residential Component Ordinance for certain commercial properties (the KMA Housing In-Lieu Fee Study); and
WHEREAS, all housing in-lieu fees collected through implementation of these two ordinances will be held in the City’s Affordable Housing Trust Fund to be used for the future construction, rehabilitation or preservation of affordable rental and ownership housing in the City of Sonoma and to enhance the public welfare by promoting the use of available land for the development of housing that would be available to low- and moderate-income households; and
WHEREAS, the City Council held a noticed public hearing on April 3, 2023 to consider the KMA Housing In-Lieu Fee Study, which Study was available for public review in advance of the hearing, and the proposed housing in-lieu fees.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Sonoma as follows:

SECTION 1. The City Council of the City of Sonoma hereby approves the KMA Housing In-Lieu Fee Study and adopts the housing in-lieu fees reflected below for the implementation of the City’s Inclusionary and Residential Component Ordinances.
1) Inclusionary Housing In-Lieu Fee – pursuant to the City’s Inclusionary Housing Ordinance Agenda Item #8.1:

Error! Unknown document property name.
a) Fractional Unit Fee - The Fractional Unit Fee is calculated based on Full In-Lieu Fees that are then prorated based on the portion of the inclusionary unit obligation to be satisfied with in-lieu fees.

Proration is calculated by multiplying the Full In-Lieu Fee rate by a fraction, with the numerator of such fraction equal to the fractional number of units for which in-lieu fees are proposed to be paid, and the denominator of such fraction equal to the total number of inclusionary units that are required. The Full In-Lieu Fees are as follows:
i) For-Sale $97 per net habitable square foot
ii) Rental $110 per net habitable square foot
b) Projects of 4 units or fewer: $25 per net habitable square foot 2) Residential Component In-Lieu Fee – pursuant to the Residential Component Ordinance for Mixed Use and Commercial Zoning Districts
a) $100 per square foot of Required Residential Component SECTION 2. The fees imposed by this Resolution shall take affect 60 days after the adoption of this Resolution.

SECTION 3. If any section or any portion thereof of this Resolution or the fees imposed herein is held to be unconstitutional, invalid, or unenforceable by any court of competent jurisdiction, said ruling shall negate only the applicable section, or portion thereof, and the balance of this Resolution shall stand as written and shall remain in full force and effect.

SECTION 4. Adoption of this Resolution establishing housing in-lieu fees is not a “Project” under the California Environmental Quality Act Guidelines sections 15378(b)(4) and 15061(b)(3) as it relates solely to the creation of government funding mechanisms, which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

SECTION 5. The City Clerk of the City of Sonoma shall certify to the passage and adoption of this resolution and its approval by the City Council and shall cause the same to be listed in the records of the City.

PASSED, APPROVED, AND ADOPTED this 3rd day of April 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
SANDRA LOWE, Mayor
ATTEST:
_____________________________________
Agenda Item #8.1:

Error! Unknown document property name.

Rebekah Barr, MMC, City Clerk
Agenda Item #8.1:

2130 Center Street, SUITE 301  BERKELEY, CALIFORNIA 94704  PHONE: 415 398 3050  FAX: 415 397 5065 001-002; jf
WWW.KEYSERMARSTON.COM 19331.004
ADVISORS IN:

REAL ESTATE

AFFORDABLE HOUSING

ECONOMIC DEVELOPMENT

BERKELEY
A. JERRY KEYSER
TIMOTHY C. KELLY
DEBBIE M. KERN

DAVID DOEZEMA

LOS ANGELES
KATHLEEN H. HEAD
JAMES A. RABE
GREGORY D. SOO-HOO
KEVIN E. ENGSTROM
JULIE L. ROMEY

TIM BRETZ

SAN DIEGO
PAUL C. MARRA

LINNIE GAVINO

MEMORANDUM
To: Laura Simpson, Interim Planning & Community Services Director City of Sonoma
From: Keyser Marston Associates, Inc.

Date: March 23, 2023
Subject: In-Lieu Fees for Fractional Inclusionary Units, Small Residential Projects, and the Residential Component
The following memorandum was prepared for the City of Sonoma by Keyser Marston Associates, Inc., (KMA) to support adoption of in-lieu fees for fractional inclusionary units and small residential projects pursuant to the City’s inclusionary housing program, and an in-lieu fee for the proposed amendment to the Residential Component zoning requirement for certain commercial properties. This memorandum presents KMA’s findings.

SUMMARY OF FINDINGS
In-lieu fees for the inclusionary program are expressed per habitable square foot within the project. Applying in-lieu fees on a per square foot basis allows the amount of the fee to scale with unit size and is a well-established approach used in many jurisdictions. Inlieu fees for the Residential Component requirement are expressed per square foot of Required Residential Component, as specified in the proposed zoning amendment.

A. Fractional Inclusionary Units In-Lieu Fee
When the application of the 25% inclusionary percentage results in a number that includes a fraction below 0.50, the developer has the option of providing the affordable unit onsite or paying an in-lieu fee for the fractional unit owed. For projects that choose to meet the fractional unit inclusionary requirements by paying an in-lieu fee, the amount is determined based on a per square foot “Full” in-lieu fee multiplied by the share of the inclusionary unit requirement to be satisfied with in-lieu fee payment. The Full in-lieu fee reflects the entire affordability gap assuming no inclusionary units are provided within the Agenda Item #8.1:

To: Laura Simpson, Interim Planning Director March 23, 2023 Subject: In-Lieu Fees Page 2
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project. The Full in-lieu fees are calculated based on the onsite inclusionary requirements and the gaps between market-rate and affordable sales prices and rents.

Table 1. Full In-Lieu Fees, If No Affordable Units Provided Per Habitable Square Foot (1)
For-Sale Rental
Full In-Lieu Fee $97 /SF $110 /SF
(1) Excludes garages, parking area, common areas and common amenities, and other non-livable space.

To calculate the fractional unit in-lieu fees, the Full in-lieu fee amounts must be reduced to reflect the share of the inclusionary requirement to be satisfied with in-lieu fee payment, as shown in Table 2.

Table 2. Fractional Unit In-Lieu Fees, Projects with Five or More Units ForSale
Units
$97 𝑃𝑃𝑃𝑃𝑃𝑃 𝐹𝐹𝐹𝐹𝐹𝐹 𝑓𝑓𝑓𝑓𝑓𝑓 ×
𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹 𝐼𝐼 𝐼𝐼 𝐼𝐼 𝑈𝑈 𝑂𝑂𝑂𝑂 𝑂𝑂
𝑇𝑇 𝐼𝐼 𝐼𝐼 𝐼𝐼 𝑈𝑈 𝑅𝑅 𝑅𝑅
× 𝐻𝐻 𝐻𝐻 𝐻𝐻 𝐹𝐹 = 𝑇𝑇 𝐷𝐷
Rental
Units $110 𝑃𝑃𝑃𝑃𝑃𝑃 𝐹𝐹𝐹𝐹𝐹𝐹 𝑓𝑓 ×
𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹𝐹 𝐼𝐼 𝐼𝐼 𝐼𝐼 𝑈𝑈 𝑂𝑂𝑂𝑂 𝑂𝑂
𝑇𝑇 𝐼𝐼 𝐼𝐼 𝐼𝐼 𝑈𝑈 𝑅𝑅 𝑅𝑅
× 𝐻𝐻 𝐻𝐻 𝐻𝐻 𝐹𝐹 = 𝑇𝑇 𝐷𝐷
Appendix Table 1 provides a sample calculation.

B. Small Projects (Four or Fewer Units) In-Lieu Fee
The City’s inclusionary ordinance allows projects with four or fewer units to pay an in-lieu fee instead of providing affordable units. When establishing inclusionary housing in-lieu fees for small residential projects (particularly one- or two-unit projects), it is typically advised that the in-lieu fee be set at a level below the maximum supported by a residential nexus analysis. This is because, for one- and two-unit projects, providing onsite inclusionary units is not generally a true compliance option; therefore, it is recommended that the fee be set at a level consistent with the requirements of a mitigation impact fee.

KMA prepared a residential nexus analysis for the City of Sonoma as part of a prior work effort completed in February 2018. The nexus analysis quantifies the increase in demand for affordable housing generated by new market rate housing and then estimates the cost to mitigate the increased need for affordable housing. To estimate nexus maximums for the purpose of this in-lieu fee analysis, KMA prepared updated mitigation costs and applied them to the demand estimates from the 2018 analysis. The results are presented in Table 3.

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Table 3. 2018 Residential Nexus Maximums with Updated Affordability Gaps Per Habitable Square Foot (1)
Larger Lot
Single Family
Detached
Smaller Lot
Single Family
Detached
Townhome /
Condominium
Rental
Apartments
Nexus Cost Per
Square Foot (2) $30.30 /SF $31.30 /SF $36.30 /SF $29.40 /SF (1) Excludes garages, parking area, common areas and common amenities, and other non-livable space. (2) Updated affordability gaps are presented in Appendix Table 7 and the updated nexus cost calculation is presented in Appendix Table 9. The remainder of the nexus analysis was not updated.

Source: February 2018 Residential Nexus Analysis, prepared for the City of Sonoma by KMA.

It is recommended that the City’s in-lieu fee for one- or two-unit projects be set at a level below these nexus maximums. The City might consider a phasing in of the in-lieu fee by project size, where the in-lieu fee per square foot increases with the number of units in the project. The fee for one- and two-unit projects should be set below the nexus maximums, while the fees for three- and four-unit projects could exceed the nexus maximums. An example of this type of phasing in is shown in Table 4 below. The Full inlieu fees presented in Table 1 and shown again in Table 4 represent the estimated cost of complying with the ordinance onsite.

Table 4. Sample Phasing-In of In-Lieu Fees for Projects with Four or Fewer Units Number of Units in Project For-Sale Rental Nexus
One Unit $25 /SF $25 /SF below nexus max
Two Units $25 /SF $25 /SF below nexus max
Three Units $50 /SF $50 /SF above nexus max
Four Units $75 /SF $75 /SF above nexus max
Full In-Lieu Fee $97 /SF $110 /SF
Per net habitable sf. Excludes garages, parking area, common areas and common amenities, and other non-livable space.

The above table is just one example of a phasing-in approach. Again, it is typically advised that the fees on one- and two-unit projects be set below the residential nexus maximums. Fees for larger projects, in this case three- and four-unit projects, are generally not constrained by the nexus maximums.

C. Residential Component In-Lieu Fee
The City's Zoning Code requires parcels zoned for Mixed Use, and parcels one-half acre and larger zoned for Commercial and Commercial Gateway provide a "Residential Component" within the project in an amount equal to the square footage of commercial development. The City is considering an amendment that allows for the voluntary Agenda Item #8.1:

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payment of an in-lieu fee for the residential development in certain circumstances. The Residential Component would be subject to the inclusionary ordinance. Forgoing the residential development would therefore result in a loss of new inclusionary units. The inlieu fee is based on the affordable units not produced if the Residential Component is not included in the project.

Residential Component fee revenues would be deposited into the Housing Trust Fund, which is earmarked for the advancement and development of affordable housing.

Establishing the in-lieu fee based on the loss of affordable units is consistent with the use of the fee revenue.

As specified in the proposed zoning amendment, in-lieu fees for the Residential Component are expressed per square foot of Required Residential Component. Per City staff, the Required Residential Component in the ordinance is expressed based on gross residential square footage, which includes common areas and amenity spaces, but does not include parking garages or parking spaces.

Table 5. Residential Component In-lieu Fee
Per Square Foot of Required Residential
Component for Commercial Projects
In-Lieu Fee $93.50 /SF
More detail on all of the in-lieu fee calculations is contained in the following section, with supporting tables showing the calculations included in the Appendix.

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SUPPORTING ANALYSES
The following sections walk through the calculation of the in-lieu fees presented above.

A. Full In-Lieu Fee Calculation for For-Sale Projects
KMA calculated the Full in-lieu fee based on a review of recent market rate sales and an estimate of the affordable sales prices for comparable units. The analysis is summarized below and in Appendix Table 2.

To estimate the market rate sales price of a new unit in Sonoma, KMA calculated the median sales price of units sold since January 2022, using data for the City of Sonoma from CoreLogic. There were 333 units that sold during this time, representing a mix of single family detached and attached units. Using the median sales price for all units in Sonoma is a conservative estimate of sales prices for new units, as newer units typically sell for a premium over older units. The median number of bedrooms, unit size and sales prices are shown in Table 6.

Table 6. Median Price of Units Sold in City of Sonoma Since January 2022 Median Sales Price $1,050,000
Median Number of Bedrooms 3.00 bedrooms
Median Net Square Footage 1,606 sq ft
Source: CoreLogic
The median market rate sales prices for for-sale housing in the City of Sonoma is the first component of the for-sale affordability gap calculation.

The City’s Inclusionary Housing program requires for-sale projects to set aside 10% of units at prices affordable to Middle Income (up to 160% of Area Median Income (AMI)), 10% at Moderate Income (up to 120% of AMI), and 5% at Low Income (up to 80% AMI).

When establishing an in-lieu fee, the affordable prices should be calculated in a manner consistent with the pricing of inclusionary units that are built to comply with the program.

Therefore, KMA estimated the affordable sales prices for a unit comparable to the median market rate unit based on the City’s inclusionary housing requirements and the methodology employed by Rise Housing Solutions, which administers the City’s program and calculates the City’s inclusionary sales prices. Appendix Table 6 provides the supporting calculations, including illustrating the methodology and documenting the assumptions.

The pricing is set to be affordable to households with 35% of income set aside for housing costs (30% for Low Income households). Housing costs include mortgage payments, property taxes, insurance, HOA dues, maintenance and utilities. Per City Agenda Item #8.1:

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policy, the Moderate and Low Income pricing levels are set at 110% AMI and 70% AMI to be consistent with California Health & Safety Code. California Health & Safety Code does not include the Middle Income category and Rise Housing has not calculated prices for this income category. For the purposes of this analysis, KMA selected the midpoint of the income range, 140% of AMI, for pricing the units.

Table 7 presents the affordable sales prices for the three income categories, and the weighted average sales price based on the inclusionary obligation.

Table 7. Affordable Sales Prices

Middle
Income
Moderate
Income
Low
Income
Weighted
Average(1)
3BR Affordable Price $556,200 $417,700 $197,100 $428,980 (1) Weighted to reflect the inclusionary requirement (10% Middle, 10% Moderate, 5% Low).

See Appendix Table 6.

The for-sale affordability gap is the difference between the market rate sales price (Table 6) and the weighted average affordable sales prices (Table 7). The affordability gap represents the forgone revenue to the developer from setting aside a unit as affordable.

The calculation is shown in Table 8.

Table 8. For-Sale Affordability Gap
Market Price $1,050,000
Less: Affordable Price ($428,980)
Affordability Gap $621,020
Using the affordability gap, KMA calculated a per-square-foot in-lieu fee. The fee is calculated based on the onsite inclusionary requirement (25% of units) and the average size of the market rate units (1,606 square feet). The calculation is shown in Table 9.

Table 9. Calculation of Full For-Sale In-Lieu Fee

Affordability
Gap
Inclusionary
Percentage
Average Unit
Square Feet
Full In-Lieu
Fee
Full For-Sale In-Lieu Fee $621,020 x 25% ÷ 1,606 sq ft = $97 /SF Fractional in-lieu fees are based on the Full in-lieu fee per square foot in Table 9. A sample fractional fee calculation is provided in Appendix Table 1.

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B. Full In-Lieu Fee Calculation for Rental Projects
KMA calculated the Full in-lieu fee for rentals based on a review of market rate rents and an estimate of the affordable rents for comparable units. Appendix Table 3 presents the calculations. The analysis is summarized below.

KMA reviewed current market rate asking rents in Sonoma. There were three projects with rental units advertised at the time of our analysis. One was built in 2020 and the others two were recently renovated. There is one project in the development process in Sonoma for which programmatic details were available. To supplement this data, KMA analyzed effective rent data for newer apartment units in Santa Rosa (effective rents include incentives and other discounts from asking rents). The rental data is summarized in Appendix Table 4. KMA’s estimate of current average market rent for new units in Sonoma is shown in Table 10.

Table 10. Estimated Market Rate Rent for New Units in Sonoma

Avg Number
of BRs
Avg
Unit SF
Avg Effective
Rent Per Month
Effective Market Rate Rent, New Units in Sonoma 1.8 1,000 $2,700 The estimated market rate rent for new apartments in Sonoma presented in Table 10 is the first component of the rental affordability gap calculation.

The City’s Inclusionary Housing program requires rental projects to set aside 10% of units at rents affordable to Low Income (up to 80% of Area Median Income (AMI)), 10% at Very Low Income (up to 50% of AMI), and 5% at Extremely Low Income (up to 30% AMI). KMA estimated the affordable rents for a unit comparable to the market rate unit based on the City’s inclusionary housing requirements and the methodology employed by Rise Housing Solutions. The rents are set to be affordable to households with 30% of income set aside for housing costs, which includes rents and utilities. Consistent with California Health & Safety Code, Low Income rents are set at 60% of Area Median Income (AMI), Very Low at 50% AMI, and Extremely Low at 30% AMI. The results are summarized in Table 11. The supporting calculations are presented in Appendix Table 3.

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Table 11. Affordable Monthly Rent
1 BR/
2-p HH
2 BR/
3-p HH
Weighted
Average (1)
Low Income $1,303 $1,449 $1,420
Very Low Income $1,066 $1,181 $1,158
Extremely Low Income $591 $646 $635
Weighted Average, All Income Levels $1,158
(1) Weighted to reflect the inclusionary requirement (10% Low, 10% VL, 5% Extremely Low).

See Appendix Table 3.

The difference between market rate rents (Table 10) and the affordable rents (Table 11) is shown in Table 12.

Table 12. Net Difference: Market vs. Affordable Rents
Market
Rent
Affordable
Rent
Rent Difference
Per Month
Rent Difference
Per Year
Net Difference:

Market and Affordable Rents $2,700 $1,158 $1,542 $18,506

The rental affordability gap is calculated based on the annual difference between market rate and affordable rents in Table 12, divided by a capitalization rate of 4.2%, to identify forgone project value associated with setting aside a unit as affordable. The capitalization rate is based on the market capitalization rate for the Santa Rosa submarket (which includes Sonoma), according to CoStar as of February 2023. The calculation is shown in Table 13.

Table 13. Rental Affordability Gap (Capitalized value of rent difference)

Rent Difference
Per Year
Capitalization
Rate (1)
Capitalized Value
of Rent Difference
Affordability Gap $18,506 ÷ 4.20% = $441,000
(1) Costar. Santa Rosa area market cap rate, February 2023.

Using the affordability gap, KMA calculated the Full in-lieu fee. The fee is calculated based on the affordability gap, the onsite inclusionary requirement (25% of units), and the average size of the new market rate units (1,000 square feet). The calculation is shown in Table 14.

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Table 14. Calculation of Full Rental In-Lieu Fee

Affordability
Gap
Inclusionary
Percentage
Average Unit
Square Feet
Full In-Lieu
Fee
Full Rental In-Lieu Fee $441,000 x 25% ÷ 1,000 sq ft = $110 /SF Fractional in-lieu fees are based on the Full in-lieu fee per square foot in Table 14. An example of the fractional fee calculation is provided in Appendix Table 1.

C. Updated Mitigation Costs for 2018 Residential Nexus Analysis KMA prepared a residential nexus analysis for the City of Sonoma as part of a prior work effort completed in February 2018. The nexus analysis quantifies the increase in demand for affordable housing generated by new market rate housing and then estimates the cost to mitigate the increased need for affordable housing. The mitigation costs represent the cost to provide new affordable housing units and are based on affordability gaps for new affordable housing. To estimate nexus maximums for the purpose of the small project in-lieu fee, KMA prepared updated mitigation costs and applied them to the demand estimates from the 2018 analysis.

Development Costs. The mitigation costs assume that the City will provide funding assistance for the development of affordable rental units. To estimate the development costs of affordable rental units, KMA reviewed tax credit applications for recent affordable projects in Sonoma County. Development costs for the most relevant projects are summarized in Appendix Table 8. For the purposes of the mitigation cost analysis, prevailing wages are assumed because the project receives financial assistance from the City. Based on the review of recent projects summarized in Appendix Table 8, KMA estimates that a new affordable multi-family tax-credit apartment unit in the City of Sonoma would have a total development cost of approximately $715,000. Details of this estimate are shown in Appendix Table 7.

Unit Values. Unit values are based upon the funding sources assumed to be available for the project. For the Extremely Low, Very Low, and Low-Income rental units, the funding sources include permanent debt financing supported by the project’s operating income, a deferred developer fee, and equity generated by 4% federal low income housing tax credits. For the Moderate-Income rental units, the funding sources include permanent debt financing supported by the project’s operating income, a deferred developer fee and developer equity supported by the remaining project value after debt financing. Details for these calculations are presented in Appendix Table 7.

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Affordability Gaps. The affordability gap is the difference between the cost of developing an affordable unit and the unit value based on the restricted affordable rent.

The resulting affordability gaps are shown in Table 15.

Table 15. Affordability Gaps for Nexus Maximums
Moderate
Income
Low
Income
Very Low
Income
Extremely
Low Income
Supported Permanent Financing $418,000 $466,000 $426,000 $347,000 (Less) Total Development Costs ($715,000) ($715,000) ($715,000) ($715,000) Affordability Gap ($297,000) ($249,000) ($289,000) ($368,000) Total Nexus Cost / Maximum Fee Levels. To calculate the updated maximum nexussupported fee levels, the affordability gaps are multiplied by the demand for new affordable housing generated by the market rate development and divided by the square footage of the market rate units. The calculations are shown in Appendix Table 9 and the results are summarized in Table 16.

Table 16. 2018 Residential Nexus Maximums with Updated Affordability Gaps Per Habitable Square Foot (1)
Larger Lot
Single Family
Detached
Smaller Lot
Single Family
Detached
Townhome /
Condominium
Rental
Apartments
Nexus Cost Per Square Foot (2) $30.30 /SF $31.30 /SF $36.30 /SF $29.40 /SF (1) Excludes garages, parking area, common areas and common amenities, and other non-livable space. (2) See Appendix Table 9. Updated affordability gaps are presented in Appendix Table 7. The remainder of the nexus analysis was not updated.

Source: February 2018 Residential Nexus Analysis, prepared for the City of Sonoma by KMA.

D. Residential Component Calculation
The City's Zoning Code requires parcels zoned for Mixed Use, and parcels one half acre and larger zoned for Commercial and Commercial Gateway provide a "Residential Component" within the project in an amount equal to the square footage of commercial development. The City is considering an amendment that allows for the voluntary payment of an in-lieu fee for the residential development in certain circumstances. The units in the Residential Component would be subject to the inclusionary housing ordinance. Forgoing the residential development would therefore result in a loss of new inclusionary units. The in-lieu fee is based on the affordable units not produced if the Residential Component is not included in the project. It is assessed based on the square footage of the required Residential Component. Any funds collected through the Residential Component in-lieu fee would be put into the City’s Housing Trust Fund, earmarked for the advancement and development of affordable housing.

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The in-lieu fee for the Residential Component is based on the Full In-Lieu Fee for Rental Units. For the purpose of estimating the fee, it is assumed that the residential units built onsite in mixed use projects in Sonoma would more typically be rental units than forsale. The Full In-Lieu Fee is estimated per habitable square foot, while the Residential Component in-lieu fee would be assessed per gross square foot of required residential development. A simple conversion must be made to the Full In-Lieu Fee in order to apply it to the Residential Component. Appendix Table 5 walks through the conversion using a hypothetical project with 10,000 square feet of commercial development, for ease of understanding the arithmetic. The steps are summarized below.

A project with 10,000 square feet of commercial development that is subject to the Residential Component requirement would be required to also provide 10,000 square feet of gross residential development onsite or voluntarily pay an in-lieu fee if the development meets certain criteria. The residential development would be subject to the inclusionary housing ordinance. If the commercial project does not provide the Residential Component, however, then the inclusionary units are not provided as well.

The in-lieu fee for the inclusionary units not provided is estimated by the Full In-Lieu Fee for rental units at $110 per habitable square foot (Appendix Table 3). A typical rental building efficiency of 85% is assumed to convert gross residential square footage to net habitable square footage for rental units (gross residential square footage includes common areas and amenity spaces, but does not include parking garages or parking spaces). In the case of our example, this results in 8,500 square feet of habitable square footage. At $110 per square foot, the total in-lieu fee owed for the forgone inclusionary units is $935,000 for the project. Applying this total fee owed to the full 10,000 square feet of gross residential square footage (the required Residential Component) results in an in-lieu fee of $93.50 per square foot of required Residential Component.

Table 17. Residential Component In-lieu Fee
Per Square Foot of Required Residential
Component for Commercial Projects
In-Lieu Fee $93.50 /SF
If a project provides some residential units onsite, but not in an amount equal to the Required Residential Component, the project would owe the residential component inlieu fee for the portion of the Required Residential Component that is not built. For example, if the Required Residential Component is 6,000 square feet and the project includes 5,000 square feet of residential development onsite, the project would owe the in-lieu fee for the remaining 1,000 square feet of residential not built.

If a project satisfies the Residential Component by building 4 or fewer units onsite and does not provide an inclusionary unit onsite, then the project would owe the Small Project inclusionary in-lieu fee for the forgone inclusionary unit in the residential development.

Agenda Item #8.1: