Sonoma City Council
May 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
Wednesday, May 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 (Wellander, Ding, Farrar-Rivas, Gurney, 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: Part Four of Five Reports: Receive and Discuss Annual Reports From City of Sonoma Community Services Provider (Lisa Janson, Senior Management Analyst)
RECOMMENDATION: Receive annual reports; no action is required.

Agenda Report - Community Services Annual Reports - Pdf 5 - 32

6.2: Proclamation Proclaiming the Month of May 2023 as Jewish American Heritage Month in the City of Sonoma
Jewish Heritage Month 2023
33 6.3: Proclamation Recognizing April 30 - May 6, 2023, as Municipal Clerks Week in the City of Sonoma
Municipal Clerks Week 2023
34 6.4: Recognition of Past City Commissioners and Committee Members on their Service to the City of Sonoma (Rebekah Barr, MMC, City Clerk)

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: Adopt a Resolution Approving an Updated Job Description for the City Clerk, New Job Classification, Job Description, Salary Range for a Deputy City Clerk, and Reclassification of the Budgeted Management Analyst Position (Mark Linder, Interim City Manager and Rebekah Barr, MMC, City Clerk) RECOMMENDATION: Adopt the resolution.

Agenda Report - Reclassification - Management Analyst - Pdf 35 - 48

7.3: Adopt a Resolution Authorizing the City Manager to Execute an Agreement with the Lowest Responsive Bidder for the Construction of the Chase Street Replacement Bridge Project, Federal Project No. CML-5114(016) (Project), for an Amount Not to Exceed $2,500,000.00 (Mike Berger, Public Works Director/City Engineer)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Chase Street Bridge Construction Contract - Pdf 49 - 56

7.4: Adopt a Resolution Approving the Parcel Map No. 158 for the 4-Lot Residential Development Known as Bijan Minor Subdivision Located at 1211 Broadway Street, and Authorizing the City Manager to Execute the Subdivision Improvement Agreement (Oriana Hart, Public Works Administrative and Project Manager)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Bijan Minor Parcel Map & Improvement Plan - Pdf Letter from Bob Sanders - PROVIDED AT COUNCIL MEETING BY ROBERT

SANDERS
57 - 112

7.5: Adopt a Resolution Authorizing the City Manager to Execute an Agreement with C.V. Larsen Co. for Construction of the Well No. 1 Vault Cover and Air Exchange System Improvement Project (CIP W13) for an Amount Not to Exceed $159,292.00 (Mike Berger, Public Works Director) RECOMMENDATION: Adopt the resolution.

Agenda Report - CV Larsen Co for Well No. 1 Vault Project - Pdf 113 - 135

7.6: Adopt an Ordinance Amending the Sonoma Municipal Code Title 19 of the Sonoma Municipal Code, to Move Section 19.50.090 (Accessory Dwelling Units) from Chapter 19.50 (Special Use Standards) to New Chapter 19.45 (Accessory Dwelling Units) and Amending the Section to Allow Second Story ADUs Without a Use Permit and to Comply with New State Laws and Finding the Proposed Amendments are Exempt from the California Environmental Quality Act (CEQA) Pursuant to Public Resources Code Section 21080.17 and Section 15061(B)(3) – General Rule – of the CEQA Guidelines (Kristina Tierney, Associate Planner)
RECOMMENDATION: Adopt the ordinance.

Agenda Report - Accessory Dwelling Unit (ADU) Ordinance - Pdf 136 - 158

7.7: Adopt a Resolution Approving and Consenting to the Use of City Streets for the July 4th Parade on Monday, July 4, 2023 (Lisa Janson, Senior Management Analyst)
RECOMMENDATION: Adopt the resolution.

Agenda Report - July 4th Parade - Pdf
159 - 165

7.8: Adopt a Resolution Approving the Full Employment Terms and Conditions for Non-Represented Confidential Personnel and Executive/At-Will, Management and Administrative Personnel (Mark Linder, Interim City Manager) RECOMMENDATION: Adopt the resolution.

Agenda Report - Employment Terms - Non-Represented Confidential, Executive/At-Will, Management and Administrative Personnel - Pdf 166 - 187

8. PUBLIC HEARING

8.1: Discussion, Consideration, and Possible Action to Introduce an Ordinance Amending Sonoma Municipal Code Title 2 (Administration and Personnel), Chapter 2.60 (Design Review and Historic Preservation Commission); Title 14, Section 14.32.070 (Review Requirements and Procedures); Title 19, Chapter

19.52 (Applications: Filing and Processing), Chapter 19.54 (Planning Permit Approval or Disapproval), and Chapter 19.88 (Public Hearings) to streamline the Design Review Process, and finding the proposed amendments are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(B)(3) – General Rule – of the CEQA Guidelines (Kristina Tierney, Associate Planner)
RECOMMENDATION: Introduce the ordinance.

Agenda Report - Ordinance Introduction - Design Review Streamlining - Pdf 188 - 220

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

9.1: Receive and Discuss the City Council 5-Month Priorities Status Report From the Interim City Manager (Mark Linder, Interim City Manager) RECOMMENDATION: Receive report; no action is required.

Agenda Report - City Council 5 Month Priorities - Pdf
221 - 226

9.2: Discussion, Consideration, and Possible Action to Make an Appointment to the City of Sonoma Traffic Safety Committee (Rebekah Barr, MMC, City Clerk) RECOMMENDATION: Make an appointment.

Agenda Report - Commission/Committee Appointments - Pdf 227 - 235

9.3: Receive Sonoma Valley's Three-Year Action Plan to End Homelessness from the City's Homelessness Consultant Andrew Hening and Discussion, Consideration, and Possible Action to Adopt the Plan (Lisa Janson, Senior Management Analyst)
236 - 286

RECOMMENDATION: Receive and adopt the plan.

Agenda Report - Homelessness Strategic Report to City Council - Pdf

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.

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 May 2023
Department
Administration
Staff Contact
Lisa Janson, Senior Management Analyst
Agenda Item Title
Part Four of Five Reports: Receive and Discuss Annual Reports From City of Sonoma Community Services Provider
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, and possibly six, meetings with the reports wrapping up on May 17, 2023. Sonoma Valley Visitors Bureau will be presenting its annual report during this meeting. They have been asked to prepare a 5 to 7 minute report to be followed by a 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 #6.1:

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, as well as 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 fiscal year 22/23 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 to 7-minute presentation.

Below is a copy of 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 #6.1:

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 the current contracts with Sonoma Valley Visitors Bureau which includes a commercial sublease agreement which expired on June 30, 2020, and a service agreement that expires on June 30, 2024. As part of the reorganizational assessment of City Staff, the City will be exploring the use of the Carnegie Library and how best to utilize the space, which could include switching the areas of use between the City's finance team and the SVVB staff. More information will be brought back at a later date.

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. At this time, there are no financial changes to note.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Signed Agreement_Visitors Bureau-Signed Agreement FY21-24 Carnegie Library Lease July 2016
Carnegie Library SVVB 2010 Lease Amdmnt 1 2019
Alignment with Council Goals:

Compliance with Climate Action 2020 Target Goals:

CC:

Tim Zahner, Executive Director, Sonoma Valley Visitors Bureau Agenda Item #6.1:

CITYOF SONOMA

PROFESSIONAL SERVICES AGREEMENT

CITYOF SONOMA & SONOMAVALLEYVISITORS BUREAU
THiS AGREEMENTis entered into as of the first day of October, 2021, by and between the CITYOF SONOMAherein called the “City,”and Sonoma Valley Visitors Bureau, a non-profit corporation, herein called the “Bureau."
Recitals
WHEREAS, the Bureau provides a valuable service to the City of Sonoma through its efforts to maintainand enhance the economic viabilityof the community; and WHEREAS, the City desires to obtain services listed in ExhibitA; and WHEREAS, Bureau hereby warrants to the City that Bureau is skilledand able to provide such services described in Section 1 of this Agreement; and WHEREAS, the BUREAUhas maintained an on-going partnership relationship with the Citythrough an agreement withthe former Sonoma Community DevelopmentAgency of the City of Sonoma untilthe dissolution of redevelopment by the Governor in 2011; and WHEREAS, the City desires to retain Bureau pursuant to this Agreement to provide the services described in Section 1 of this Agreement.

Agreement
NOW, THEREFORE, THEPARTIES HERETOAGREE AS FOLLOWS:

1. Scope of Services. Subject to such policy direction and approvals as the City through its staff may determine from time to time, Bureau shall perform valuable service to the City of Sonoma through its efforts to maintain and enhance the economic viability of the community as outlined in the services set out in Exhibit “A," which is attached hereto and incorporated herein by reference.

2. Time of Performance. The services of Bureau are to commence upon receipt of a written notice to proceed from City, but in no event priorto receiving a fully executed agreement from City and obtaining and delivering the required insurance coverage under Section 17 of this Agreement, and satisfactory evidence thereof, to City. Bureau shall perform its services from July 1, 2021 through June 30, 2024. Any changes to these dates must be approved in writingby the City Manager or his or her designee and Bureau.

3. Standard of Quality. City relies upon the professional abilityof Bureau as a material inducement to entering intothis Agreement. Allwork performed by Bureau under this Agreement shall be performed 1) with due diligence, using its best efforts to perform and coordinate all activities in a timely manner; 2) in accordance with all applicable legal requirements; and 3) with the standard of quality ordinarily expected of competent professionals in Bureau's field of expertise. Bureau shall correct, at its own expense, all errors made in the provision of services ProfessionalServices Agreement 1
2650142.

Agenda Item #6.1:

under this Agreement. in the event that Bureau falls to make such correction in a timely manner, Citymay make the correction and charge the cost thereof to Bureau.

4. Compensation and Method of Payment.

A. Compensation. The compensation to be paid to Bureau for professional services as outlined in ExhibitA, shall be at the rate and schedules more particularly described below.The Cityof Sonoma shall pay the Bureau the maximumsum of $100,000 annually forthree years, payable in 12 monthly increments of $8,333.33 for services to be performed. City's obligation to pay compensation to Bureau as provided herein is contingent upon Bureau's compliance with the terms and conditions of this Agreement and any amendments thereto.

Payment by City under this Agreement shall not be deemed a waiver of defects, even ifsuch defects were known to the City at the time of payment.

B. Timing of Payment. Billingand payment for said services are outlined above in monthly payments of $8,333.33 for three years. Payments shall be made no later than the 10"‘day of each month.

C. Changes in Compensation. Bureau will not undertake any work that will incur costs in excess of the amount of set forth in Section 4(A) of this Agreement without prior writtenamendment to this Agreement. City shall have the right to amend the Scope ofWork within the Agreement by writtennoti?cation to the Bureau. in such event, the compensation and time of performance shall be subject to renegotiation upon written demand of either party to the Agreement. Bureau shall not commence any work exceeding the Scope of Work without prior writtenauthorization fromthe City. Failure of the Bureau to secure City's writtenauthorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the contract price or time due, whether by way of compensation, restitution, quantum meruit, etc. for work done withoutthe appropriate City authorization.

D. Taxes. Bureau shall pay alltaxes, assessments, and premiums under the federal Social Security Act, any applicable unemployment insurance contributions, Workers Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes or assessments now or hereafter in effect and payable by reason of or in connection with the services to be performed by Bureau.

E. No Overtime or Premium Pay. Bureau shall receive no premium or enhanced payment for work normally understood as overtime, i.e., hours that exceed forty (40) hours per work week, or work performed during non-standard business hours, such as in the evenings or on weekends. Bureau shall not receive a premium or enhanced payment for work performed on a recognized holiday.

F. Litigation Support. Bureau agrees to testify at City's request if litigation is brought against City in connection with Bureau's work product. Unless the action is brought by Bureau or is based upon Bureau's negligence, City willcompensate Bureau for the preparation and the testimony at Bureau's standard hourly rates, if requested by City and not part of the litigationbrought by City against Bureau.

5. inspection.

Professional ServicesAgreement 2
2650142
Agenda Item #6.1:

A. Bureau shall furnish City with every reasonable opportunity for City to ascertain the services of Bureau are being performed inaccordance with the requirements and intentionsof this Agreement. Allworkdone and all materials furnished by Bureau, ifany, shall be subject to the Project Manager's inspection and approval. The inspection of such work shall not relieve Bureau of any of its obligations to fulfillthe requirement of this Agreement.

B. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hallwhen it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Bureau’s address indicatedfor receipt of notices inthis Agreement.

C. Pursuant to Government Code Section 8546.7, if the amount of public funds expended underthis Agreement exceeds ten thousand dollars, allsuch documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under the Agreement.

6. Ownership of Documents. Basic survey notes and sketches, charts, computations, and other data prepared or obtained underthe Agreement shall be made available, upon request, to City without restriction or limitationson their use. Bureau may retain ownership of the abovedescribed information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement ifrequested by the City during the term of this Agreement, unless required by law. Bureau shall assume no responsibility forthe unintended use by others ofsuch finalwork products which are not related to the scope of the services described under this Agreement.

7. Conflict of Interest. Bureau (including principals, associates, and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment whichwould be affected in any manner or degree by the performance of Bureau's services hereunder. Bureau further covenants and represents that inthe performance of its duties hereunder no person having any such interest shall perform any services under this Agreement. Bureau agrees at alltimes to avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the City in the performance of the Agreement. Bureau shall comply with all applicable federal, state and local laws and regulations, including the con?ict-of-interest provisions of Government Code Section 1090 and the PoliticalReform Act (Government Code Section 81000 et seq.).

8. interest of Members and Employees of City. No member of the City and no other officer, employee, or agent of the City who exercises any functions or responsibilities in connection withthe carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, inthis Agreement, nor shall any such person participate in any decision relating to this Agreement which affects his/her personal interests or the interest of any corporation, partnership, or association in whichhe/she is directly or indirectlyinterested.

9. Liabilityof Members and Emgloyees of City. No member of the City and no other officer, elected of?cial, employee, or agent of the City shall be personally liable to Bureau or Professional Services Agreement 3
2650142
Agenda Item #6.1:

othen/vise in the event of any default or breach of the City, or for any amount which may become due to Bureau or any successor in interest, or for any obligations directly or indirectly incurred under the terms ofthis Agreement. The Cityhas no liabilityor responsibilityfor any accident, loss, or damage to any work performed under this Agreement whether prior to its completion or acceptance or otherwise.

10. lndemnig.

A. Indemnification. To the fullest extent permitted by law, Bureau shall, at its own expense, indemnify, protect, defend (by counsel reasonably satisfactory to the City) and hold harmless City and any and all of its officers, officials, employees, agents and volunteers ("lndemnifiedParties") from and against any and all liability(includingliabilityfor claims, demands, damages, obligations, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged, or threatened), which arise out of, pertain to, or relate to the performance pursuant to, or failure to comply, withthis Agreement, regardless of any fault or alleged fault of the Indemnified Parties.

The only exception to Bureau’s responsibility to indemnify, protect, defend, and hold harmless the Indemni?ed Parties from Liabilityis due to the active negligence or willfulmisconduct of City or its elective or appointive boards, officers, agents, and employees.

B. Scope of Obligation. Bureau’s duty to indemnify, protect, defend, and hold harmless as set forth in this Section 12 shall include the duty to defend (by counsel reasonably satisfactory to the City)as set forth inCaliforniaCivilCode § 2778. This indemnification obligation is not limitedin any way by any limitation on the amount or type of damages or compensation payable by or for Bureau under worker's compensation, disability, or other employee benefit acts or the terms, applicability, or limitationsof any insurance held or provided by Bureau and shall continue to bind the parties after termination/completion of this agreement. This indemni?cation shall be regardless of and not in any way limitedby the insurance requirements of this contract.

This indemni?cation is for the full period of time allowed by law and shall survive the termination of this agreement. Bureau waives any and all rights to express or implied indemnity against the IndemnifiedParties concerning any Liabilityof the Bureau arising out of or in connection withthe Agreement or Bureau’sfailure to comply withany of the terms of this Agreement.

Bureau's duty to indemnify, protect, defend, and hold harmless as set forth inthis Section 11 shall not be excused because of the Bureau’s inability to evaluate Liability, or because the Bureau evaluates Liabilityand determines that the Bureau is not or may not be liable. The Bureau must respond withinthirty (30) calendar days to any tender by the City, unless the time for responding has been extended by an authorized representative of the City in writing. ifthe Bureau fails to timely accept such tender, in addition to any other remedies authorized by law, as much of the money due or that may become due to the Bureau under this Agreement as shall reasonably be considered necessary by the City may be retained by the City until disposition has been made of the matter subject to tender, or untilthe Bureau accepts the tender, whichever occurs ?rst. Bureau agrees to fullyreimburse all costs, including but not limitedto attorney's fees and costs and fees of litigation incurred by the City in responding to matters prior to Bureau’s acceptance of the tender.

11. Bureau Not an Agent of City. City retains all rights of approval and discretion with respect to the projects and undertakings contemplated by this Agreement. Bureau, its of?cers, employees, and agents shall not have any power to bind or commit the City to any decision.

I’rofessional ServicesAgreement 4
2650142
Agenda Item #6.1:

12. independent Contractor. itis expressly agreed that the Bureau, inthe performance of the work and services agreed to be performed by Bureau, shall act as and be an independent entity and not an agent or employee of City and shall have responsibilityfor and control over the details and means of providingitsservices under this Agreement. Bureau shallfurnish, at its own expense, all labor, materials, equipment, tools, transportation, and services necessary for the successful completion of the services under this Agreement. As an independent contractor, Bureau shall obtain no rights to retirement benefits or other benefits which accrue to City's employees, and Bureau hereby expressly waives any claim to may have to any such rights.

Bureau, its officers, employees, and agents shall not have any power to bind or committhe City to any decision. Bureau shall not receive payment for time offfor days not worked, whether it be inthe form ofsick leave, administrationleave, or for any other form of absence.

13. Compliance withLaws.

A. General. Bureau shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations. Bureau represents and warrants to City that it has all licenses, permits, quali?cations, insurance, and approvals of whatsoever nature which are legally required for Bureau to practice its profession.

Bureau represents and warrants to City that Bureau shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required for Bureau to practice its profession. City is not responsible or liable for Bureau's failure to comply with any or all of the requirements contained in this paragraph or in this Agreement.

B. Workers’ Compensation. Bureau certifies that it is aware of the provisions of the California Labor Code which require every employee to be insured against liabilityfor workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and Bureau certifies that it will comply with such provisions before commencing performance of this Agreement and at alltimes inthe performance of the Agreement.

C. lniumand illness Prevention Program. Bureau certifies that it is aware of and has complied with the provisions of CaliforniaLabor Code Section 6401.7, which requires every employer to adopt a writteninjuryand illness prevention program.

D. Prevailing Wage. Bureau and Bureau's subcontractors (ifany) shall, to the extent required by the California Labor Code, pay not less than the latest prevailing wage rates to workers and professionals as determined by the Directorof industrialRelations of the State of California pursuant to CaliforniaLabor Code, Part 7, Chapter 1, Article 2.

E. City's LivingWage Ordinance. Nonprofitservice contractors whichreceive contracts from the CITY of $75,000 or more in a 12-month period, and for-pro?t service contractors who receive contracts from the CITY of $10,000 or more in a 12-month period, provided they have more than six employees, may be subject to the CITY'S LivingWage Ordinance. Sub-contractors with$50,000 or more in annual gross receipts may also be subject to the LivingWage Ordinance. Unless otherwise exempt in accordance withthe provisions of the Ordinance (Soncma Municipal Code Section 2.70), this Agreement is subject to applicable provisions of the LivingWage Ordinance (LWO) of the CITYas amended from time to time and available on the ClTY's website.

ProfessionalServices Agreement 5
2650142
Agenda Item #6.1:

F. Non-Discrimination.Bureau shall comply withall applicable federal, state, and local laws, rules and regulations in regard to non-discriminationon the basis of race, color, ancestry/national origin, religion/creed, age, sex/gender, gender identity, sexual orientation, physical or mental disability, medical condition (cancer related or genetic characteristics), marital status, familial status, or military/veteran status, including the City of Sonoma’s NonDiscriminationPolicy adopted as Resolution #24—2019and available on the CITY'S website, or any other basis prohibited by law.

G. Egual Employment Opportunity. Bureau is an equal opportunity employer and agrees to comply with all applicable state and federal regulations governing equal employment opportunity. Bureau will not discriminate against any employee or applicant for employment because of race, color, ancestry, national origin, religion, disability (mental or physical), sex, gender, sexual orientation, gender identity, gender expression, genetic information, marital status, family status, source of income, age or creed. Bureau will take affirmative action to ensure that employees are treated during such employment without regard to race, color, ancestry, national origin, religion, disability(mental or physical), medical condition, sex, gender, sexual orientation, gender identity, gender expression, genetic information, marital status, family status, military or veteran status, source of income, age or creed. Such action shall include, but shall not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; lay-offs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Bureau further agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscriminationclause.

H. Business Licenses. Except as othen/vise allowed by City in its sole discretion, Bureau and all sub-contractors shall have acquired, at Bureau's expense, a business license from the City inaccordance with Chapter 5.04 of the Sonoma MunicipalCode, prior to City's issuance of an authorization to proceed with the Services. Such license(s) shall be kept valid throughout the term of this Agreement. City may withhold compensation from Bureau until such time as Bureau complies withthis section.

I. City Not Responsible. The City is not responsible or liable for Bureau's failure to comply with any and all ofsaid requirements.

14. Confidential Information. Alldata, documents, discussions, or other information developed or received by or for Bureau in performance ofthis Agreement are confidential and not to be disclosed to any person except as authorized by City, or as required by law.

15. Assignment; Subcontractors; Employees
A. Assignment. Bureau shall not assign, delegate, transfer, or convey its duties, responsibilities,or interests in this Agreement or any right, title, obligation, or interest in or to the same or any part thereof withoutthe City's priorwritten consent, which shall be in the City's sole and absolute discretion. Any assignment without such approval shall be void and, at the City's option, shall immediately cause this Agreement to terminate.

B. Subcontractors; Employees. Bureau shall be responsible for employing or engaging all persons necessary to perform the services of Bureau hereunder. No sub-contractor of the Bureau shall be recognized by the City as such; rather, allsubcontractors are deemed to be employees of the Bureau, and Bureau agrees to be responsible for their performance. Bureau shall give its personal attention to the fulfillmentof the provisions of this Agreement by all of its Professional Services Agreement 6
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Agenda Item #6.1:

employees and subcontractors, ifany, and shall keep the work under its control. if any employee or sub-contractor of the Bureau fails or refused to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, itshall be discharged immediatelyfrom the work under this Agreement on demand of the Project Manager.

16. Insurance.

A. MinimumScope of insurance.
(1) Bureau agrees to have and maintain, for the duration of the contract, a General Liabilityinsurance policy insuring itto an amount not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence and Two Million Dollars ($2,000,000) general aggregate for bodilyinjury,personal injuryand property damage. (2) Bureau agrees to have and maintainforthe duration of the contract an AutomobileLiabilityinsurance policy insuring itto an amount not less than One MillionDollars ($1,000,000.00) combined single limitper accident for bodily injuryand property damage. (3) A Workers‘ Compensation and Employers’ Liabilitypolicywritten in accordance with the laws of the State of California and providing coverage for any and all employees of Bureau:
(4) (a) This policy shall provide coverage for Workers’ Compensation (Coverage A).
(b) This policy shall also provide coverage for One Million Dollars($1,000,000.00) Employers’ Liabilityper accident for bodilyinjury or disease (Coverage B). .
(c) Bureau and Bureau’s insurance company agree to waive all rights of subrogation against City, its officers, elected officials, employees, agents, and volunteers for losses paid under Bureau’s workers’ compensation insurance policywhich arise fromthe work performed by Bureau for City.
(5) Allof the following endorsements are required to be made a part of each of the required policies, except for the Professional Liabilityand Workers’ Compensation and Employers’ Liabilitypolicies, as stipulated below:
(a) "The City of Sonoma, its employees, officers, officials, agents, volunteers and contractors are hereby added as additional insureds, as respects work done by, for or on behalf of the named insured."
(b) “This policy shall be considered primary insurance as respects any other valid and collectibleinsurance or coverage the City may possess, including any self-insured retention or insurance pooling arrangement the City may have, and any other insurance the City does possess shall be considered excess insurance only and shall not contributewithIt.'’
ProfessionalServicesAgreement 7‘
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Agenda Item #6.1:

(c) “This insurance shall act for each insured and additional insured as though a separate policy had been written for each. This, however, will not act to increase the limitof liabilityof the insuring company.” (6) Bureau agrees to have and maintain forthe duration of the contract an Errors and Omissions Liabilityinsurance policyinsuring him/her and his/her staff to an amount not less than One MillionDollars($1,000,000.00) per occurrence. (7) Bureau shall provide to the City all certificates of insurance with original endorsements affecting coverage required by this paragraph. Certi?cates of such insurance and endorsements in a form acceptable to the City shall be filed with the City on or before commencement of performance of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.

B. General Liability.
(1) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees, or volunteers. (2) Bureau's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limitsof the insurer's liability.

C. All Coverages. Each insurance policy required in this item shall provide that coverage shall not be canceled, except after 30 days’ priorwritten notice by certified mail, return receipt requested, has been given to the City. Current certi?cation of such insurance shall be kept on filewiththe City Secretary at all times during the term ofthis Agreement.

D. Accegtability of Insurers. Insurance is to be placed with insurers with a Best's rating of no less than A:Vll.

E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Bureau shall demonstrate financial capability for payment of such deductibles or self-insured retentions.

17. Assignment Prohibited. Neither the City nor Bureau may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation hereunder shall be void and of no effect.

18. Termination of Agreement.

A. This Agreement and all obligations hereunder may be terminated at any time, with or withoutcause, by the City to the Bureau upon 30 days’ written notice.

B. ifBureau fails to perform any of its obligations under this Agreement within the time and in the manner herein provided or otherwise violates any of the terms of this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately uponwritten notice. Insuch event, Bureau shall be entitledto receive as full payment for allservices satisfactorily rendered and expenses incurred hereunder.an amount which bears the same ratio to the total fees specified in the Agreement as the services satisfactorily rendered hereunder by the Bureau bear to the total services otherwise required to be performed for such Professional Services Agreement 8
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Agenda Item #6.1:

total fee; provided, however, that the Cityshall deduct from such amount the amount of damages, ifany, sustained by City by virtue of the breach of the Agreement by the Bureau.

C. in the event this Agreement isterminated bythe Citywithoutcause, Bureau shall be entitledto any compensation owing to it hereunder up to the time of such termination, it being understood that any payments are fullcompensation of services rendered prior to the time of payment.

D. Upon terminationof this Agreement with or without cause, Bureau shall turn over to the City Manager immediately any and all copies of grant applications, studies, sketches, drawings, computations, and other data, whether or not completed, prepared by the Bureau or itssub—contractors,ifany, or given to Bureau or itssub-contractors, ifany, ifsuch work was requested by the City in connection withthis Agreement. Such materials shall become the permanent property of the City. Bureau, however, shall not be liable for the City's use of incompletematerials norfor the City's use of complete documents ifused for other than the project contemplated by this Agreement.

E. In the event sufficient funds are not appropriated for the payment of all compensation under section 4 required to be paid inthe next succeeding fiscal year, the City may terminate the Agreement under section 19(A). if the City terminates this Agreement under this sub-part for non-appropriation,such terminationwillbe considered withoutcause for purposes of sub-part C of this section.

19. Suspension. The City shall have the authority to suspend this Agreement and the services contemplated herein, wholly or in part, for such period as it deems necessary due to unfavorable conditions or to the failure on the part of the Bureau to perform any provision of this Agreement. Bureau willbe paid forsatisfactory sen/ices performed priorto the date ofsuspension.

Duringthe period of suspension, Bureau shall not receive any payment forservices or expenses incurred by Bureau by reason of such suspension.

20. Merger; Amendment. This Agreement constitutes the complete and exclusive statement ofthe Agreement between City and Bureau and shall supersede all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by written instrument, signed by both the City and Bureau. All provisions of this Agreement are expressly made conditions.

21. Interpretation. This Agreement shall be interpreted as though itwas a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

22. Litigation Costs. if either party becomes involved in litigation arising out of this Agreement or the performance thereof, the court in such litigation shall award reasonable costs and expenses, including attorneys’ fees, to the prevailing party. in awarding attorneys’ fees, the court willnot be bound by any court fee schedule, but shall, ifit is in the interest ofjustice to do so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.

23. Time of the Essence. Time is of the essence of this Agreement. However,the City recognizes that Bureau's performance must be governed by sound professional practices.

Professional Services Agreement 9
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Agenda Item #6.1:

24. Written Notification. Any notice, demand, request, consent, approval, or communicationsthat either party desires or is requiredto give to the other party shall be inwriting and either served personally or sent by prepaid, first—c|ass mail.Any such notice, demand, etc. shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicatedwithin48 hours from the time of mailing ifmailed as provided in this section.

Ifto City: City of Sonoma
City Manager
No. 1 The Plaza
Sonoma, CA 95476
Ifto Bureau: Sonoma Valley Visitors Bureau
Attn: Tim Zahner, Executive Director
453 First Street East
Sonoma CA 95476

25. Bureau’s Books and Records.

A. Bureau shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Bureau pursuant to this Agreement.

B. Bureau shall maintain all documents and records which demonstrate performance under this Agreement for a minimumperiod of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

C. Where City has reason to believe that such records or documents may be lost or discarded clueto dissolution, disbandment, or termination of Bureau's business, City may, by written request by any of the City Attorney, City Auditor, City Manager or designee, require that custody of the records be given to City and that the records and documents be maintainedin City Hall. Access to such records and documents shall be granted to any party authorized by Bureau, Bureau’s representatives, or Bureau’s successor-in-interest.

26. Agreement Binding. The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties.

27. Non-ExclusiveAgreement. This is a non-exclusive agreement. City reserves the right to provide, and to retain other contractors to provide, services that are the same or similarto the services described inthis Agreement.

28. City Not Obligated to Third Parties. The City shall not be obligated or liable for payment hereunder to any party other than Bureau.

Professional Services Agreement 10
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Agenda Item #6.1:

29. Remedies/Waiver. No failure on the part of either party to exercise any term, covenant, condition, right, or remedy hereunder shall operate as a waiver of any other term, covenant, condition, right, or remedy that party may have hereunder. Allremedies permitted or available under this Agreement, or at law or in equity, are cumulative and alternative. As a condition precedent to commencing legal action involvinga claim or dispute against the City arising from this Agreement, the Bureau must present a written claimto City in accordance withthe Sonoma MunicipalCode.

30. Exhibits.The followingexhibits are attached to this Agreement and incorporated herein by this reference:

A. ExhibitA: Scope of Services

31. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. in approving this Agreement, itshall not be necessary to produce or account for more than one such counterpart.

32. News Releases/Interviews. Except as speci?cally contemplated by the Scope of Services in Section 1, allBureau and sub-contractors news releases, media interviews, testimony at hearings, and public comment shall be prohibitedunless expressly authorized by the City.

33. Applicable Law; Venue. This Agreement shall be construed and interpreted according to California law. in the event that suit shall be brought by either party hereunder, the parties agree that a trial of such action shall be held exclusively in a state court in the County of Sonoma, California.

34. Authority. Each individualexecuting this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party inaccordance with itsterms.

35. Statement of Economic interest. If City determines Bureau comes within the definition of Bureau under the PoliticalReform Act (Government Code § 87100), Bureau shall complete and file and shall require any other person doing work underthis Agreement to complete and ?le a “Statement of Economic lnterest" withthe Clerk of the Cityof Sonoma disclosing Bureau and/or such other person's financial interests.

Professional Services Agreement 11
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Agenda Item #6.1:

INWITNESSWHEREOF, the City and Bureau have executed this Agreement as of the date first above written.

CITYOF SONOMA SONOMAVALLEYVISITORS BUREAU
B38tt T
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By:
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“ Tim?z %tli/tr/Ifg..,A xLe,WIin:c/W__,
Title
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Federal Tax IdentificationNumber or
Social Security Number

FOR CITYUSE ONLY
Account No. [INSERT ACCOUNTCODE FOR
PROJECT]
Project Manager [INSERT CITYPROJECT
MANAGER]
Professional Services Agreement 12
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Agenda Item #6.1:

1. Professional Services Agreement
2650142

EXHIBITA
Scope of Services
In consideration, the BUREAUpromises and agrees to render the following services on behalf of the CITYduring this period:
a. The BUREAUshall respond to all written and telephone requests for informationrelating to visitor'sservices in the City of Sonoma. b. The BUREAUshall respond to all pedestrian inquiriesrelating to the above. c. The BUREAUshall maintain a calendar of community events to assist event planners inattempts to avoid conflicts.
d. The BUREAUshall maintainstatistics regarding the origin and number of visitors coming to the VisitorCenters.
e. The BUREAUshall maintain a list of services which can be used by those planning special events of a personal nature, such as weddings and anniversaries, and those planning business events such as seminars and tradeshows.
f. The BUREAUshall maintain a lodging availabilitynetwork to provide informationto visitors regarding the kinds, type and cost of available lodging withinthe City of Sonoma.
g. The BUREAUshall also supply informationwhen requested by magazines, periodicals, newspapers, and event planners for the purpose of promoting and encouraging economic development in the City of Sonoma. h. To the best of its ability, the BUREAUshall not promote unlicensed businesses in the City of Sonoma.
i. The BUREAUshall assist the CITY in monitoring commercial transportation buses, limoservices and other forms of visitortransit services to assure they comply withCity parking regulations.

The Bureau shall provide annual writtenactivity reports to CITYto provide sufficient informationto track the accomplishment of the services described in Subsections (a) through (h) hereinabove. Reports are to be received by City not later than 60 days followingthe end of the fiscal year.

The BUREAUagrees to utilizethe funding from the CITYfor the purposes of community promotion and economic development inaccordance withthe Council's adopted goals and the goals of the City's General Plan which encourages “a healthy, growing economy, compatible withSonoma’s scale and character and contributing to its quality of life...”whichwould be “dominated by retail, service, and professional businesses, with agriculture as a strong and essential component, supported and enhanced by tourism.” Agenda Item #6.1:

Agenda Item #6.1:

CARNEGIE LIBRARY BUILDING LEASE
THIS LEASE A(}RF.EI\/II-TNT is executed in duplicate at Sonoma, California. on Iiebruary 23, 201 I, by and between the CITY OF SONOMA, a municipal corporation (“CITY”). and the SON()MA VALLEY VISITORS‘ BUREAU, a California non—prolitcorporation (“TENANT").

1. CITY hereby leases to TENANT and TENANT leases from CITY on the terms and conditions hereinafter set forth a portion ofthose certain premises commonly referred to as the CARNliGlI3 LIBRARY BUILDING situated in the CITY OF SONOMA, State ol‘California. at 453 First Street East and more particularly described in Exhibit A attached hereto and incorporated herein by reference (the “Premises"), together with a non exclusive right to use an additional portion ofthe Carnegie Library Building as more particularly described in Exhibit B attached hereto and incorporated herein by reference (“Non—I:‘xclusiveUse Area") .subject to the rules of use for Non-Exclusive Use Area as established by the CITY fromtime to time.

2. (a) The term ofthis Lease is for ten (10) years (Term), commencing on the 1st day oflanuary, 2010 (Commencement Date) and ending on the 315'day ofDecember 201‘). unless sooner terminated as herein provided,
(b) Notwithstanding any other provision of this lease, either party may terminate this lease agreement for any reason, or no reason whatsoever, with or without cause. by the giving of three hundred sixty ?ve (365) days advance written notice oftermination to the othcr party.
(c) Notwithstanding the foregoing, this Lease shall be terminable by CITY (i) immediately upon the occurrence ofan Event of Default as provided in Section 14 hereof.or (ii) as otherwise expressly provided in this Lease

3. (a) The TENANT shall pay as Base Rent for the Premises during the Term of this Lease, the sum ofsi><~thousaudone-hundredeighty—tivedollars and Iifty—twocents ($6185.52) annually, payable in advance to CITY. in equal monthly installments of live—hundred and fifteen dollars and forty-six cents @6z,I,é‘.=46i)an or before the tirst day ofeach and every month during the term hereof. Said annual rentalshall be in addition to all other amounts required to be paid by TISNANT pursuant to the provisions ofthis Lcasc. On each anniversary ofthc Commencement Date, the Base Rent due and payable shall be increased by any percentage increase in the Consumer Price Index (IBPI)f01"~“AllUrban Consumers“ for the San FranciscoOakIand—SanJose Metropolitan Statistical Area during the preceding I2 month period. (b) TIEN/\NT shall.in addition to the Base Rent set forth in (a) above. pay to CITY the pro—rata share ofwater, gas, heat, light, power, sewer charges. tire and security alarm charges, elevator maintenance, HVAC maintenance, janitorial services. and long term capital improvement payments based upon TIEN/r\NT’spro-rota share of use of the CARNEGIE LIBRARY BUILDING which is herein agreed to be 29.49% (“Additional Rent"). Said Base Rent and Additional Rent are hereafter collectively referred to as Rent. CITY shall not be liable for. and TENANT shall not be entitled to any reduction of Rent by reason ofthe unavailability til" an) utility service to the Premises.

Agenda Item #6.1:

AGREEMENT
Visitor Center Operations and Visitor Information Services Carnegie Building at 453 First Street East, Sonoma, CA 95476 This AGREEMENT made and entered into on this 18''‘day of July 2018, by and between the City of Sonoma, a municipal corporation (hereinafter CITY) and Sonoma Valley Visitors Bureau, a nonprofit corporation, (hereinafter BUREAU).

WITNESSETH
WHEREAS, the BUREAU provides a valuable service to the City of Sonoma through its efforts to maintain and enhance the economic viability ofthe community, and - WHEREAS, the CITY has relied on certain representations in authorizing the execution of this agreement, and
WHEREAS, the BUREAU has maintained an ongoing partnership relationship with the CITY through an agreement with the former Sonoma Community Development Agency of the City of Sonoma until the dissolution of redevelopment by the Governor in 2011, and WHEREAS, the BUREAU is willing and able to continue to perform the services herein provided under direct contract agreement with the CITY.

NOW, THEREFORE, lT lS AGREED by the parties hereto as follows:

1. Payment by the City
A. From July 1, 2016 through June 30, 2019 the City of Sonoma shall pay BUREAU the minimum sum of $100,000 payable in 12 monthly increments of $8,333.33 for services to be performed. Payments shall be made no later than the 10th day of each month. ‘l*i’l@®.t:1iMvag,r,e,es;t<,J_-lease space to the BUREAUat the Carnegie Building at 453 First Street? ‘East, Sonoma, CA 95476 for the amount of $1/year following the exhausting of credits«due~'to. the BUREAU from the CITY.
1, In consideration, the BUREAU promises and agrees to render the following services on behalf ofthe ClTY during this period:
a. The BUREAUshall respond to all written and telephone requests for information relating to visitor‘sservices in the City of Sonoma. b. The BUREAU shall respond to all pedestrian inquiries relating to the above.

The BUREAU shall maintain a calendar of community events to assist event planners in attempts to avoid conflicts.
d. The BUREAU shall maintain statistics regarding the origin and number of visitors coming to the Visitor Centers.
e. The BUREAUshall maintain a list of services which can be used by those planning special events of a personal nature, such as weddings and anniversaries, and those planning business events such as seminars and tradeshows.

Agenda Item #6.1:

Sonoma Valley Visitors Bureau 2 July 2016
f. The BUREAUshall maintain a lodging availability networkto provide informationto visitors regarding the kinds, type and cost of available lodging withinthe City of Sonoma.
g. The BUREAUshall also supply informationwhen requested by magazines, periodicals, newspapers, and event planners forthe purpose of promoting and encouraging economic development in the City of Sonoma. h. To the best of its ability, the BUREAUshall not promote unlicensed businesses in the City of Sonoma.
i. The BUREAUshall assist the CITYinmonitoring commercial transportation busses, limoservices and other forms of visitortransit services to assure they comply withCity parking regulations.

The Bureau shall provide annual written activity reports to CITYto provide sufficient information to track the accomplishment of the services described in Subsections (a) through (h) hereinabove. Reports are to be received by City not laterthan 60 days following the end of the ?scal year.

2. The BUREAUagrees to utilize the funding from the CITYfor the purposes of community promotion and economic development in accordance with the Counci|’s adopted goals and the goals of the City's General Plan which encourages ...”a healthy, growing economy,compatible withSonoma’s scale and character and contributing to its quality of life...”which would be ...“dominated by retail,service, and professional businesses, with agriculture as a strong and essential component, supported and enhanced by tourism."
The BUREAU agrees to account for all funding 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's request and without prior notice. Complete financial statements including P&Lshall be submitted to CITYupon request.

The BUREAUshall indemnify. hold harmless and defend the CITY, its agents and employees for all liability,actions, claims, damages, costs or expenses including attorney's fees and_witness costs which may be asserted by any person including the BUREAUarising out of or in connection with the performance by the BUREAU hereunder except that arise out of the sole negligence of the CITY.

BUREAU agrees to have and maintain, for the duration of the contract, a General Liabilityinsurance policy in an amount not less than One MillionDollars($1,000,000) combined single limitper occurrence and in the aggregate for bodily injury, personal injury and property damage.

Workers’ Compensation and Employers’ Liabilitypolicy written in accordance withthe laws of the State of California and providing coverage for any and all employees of BUREAU.

The amount and nature of the insurance BUREAU is required to provide hereunder may be modified from time to time by the City, in the exercise of the City's reasonable discretion and based upon the recommendation of the City’sinsurance pooling authority. . The BUREAU shall comply with all applicable federal, state, and local laws, rules and regulations in regard to non—discriminationin 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.

Agenda Item #6.1:

Sonoma Valley Visitors Bureau 3 July 2016

9. 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 untilthe other party shall have so consented.

10. 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 BUREAU. In the event of such termination, CITY shall pay the BUREAUfor services rendered to such date but shall have no obligation to pay any amount beyond the date of termination. Any monthly portions shall be prorated. Notwithstanding the above language, this agreement shall terminate on June 30, 2019 unless extended by mutual agreement of the parties. The ClTY shall provide 90 days’ notice of CITYintention to terminate priorto termination.

ClTYwillendeavor to resolve any differences as to avoid any cause for termination of agreement priorto end date.

11. The BUREAU covenants that it presently has no interest and shall not acquire any interest, direct or indirectwhich would con?ict in any manner or degree with the performance of its services hereunder. The BUREAUfurther covenants that in the performance of this contract, no person having any such interest shall be employed.

12. Ifthe BUREAUshould failto perform any of its obligations hereunder within the time and manner herein provided, or otherwiseviolates any of the terms of this agreement, there shall be deducted from any unpaid amount, the amount of damage, if any, sustained by the CITY by virtue of the breach of the Agreement by the BUREAU. 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.

13. Inthe 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.

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

15. Notices and payments shall be mailed to the parties at the following addresses:

CITY BUREAU
City of Sonoma Sonoma Valley Visitors Bureau
No. 1 The Plaza 453 First Street East
Sonoma, CA 95476 Sonoma, CA 95476

16. Nothing contained in this agreement or otherwise shall be construed as constituting a joint venture between the CITY and the BUREAU. The services provided by the BUREAUshall be solely the responsibility of the BUREAU.

17. This Agreement represents the entire and integrated agreement between CITYand BUREAU and 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.

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

Agenda Item #6.1:

Sonoma Valley VisitorsBureau 4 July 2016
INWITNESSWHEREOF, the parties hereto have hereunto set their hands and the day and year first above written.

CITYOF SONOMA
ATTEST:

Cit anager CityCljkt
74/ 7%’
Date

SONOMA VALLEYVISITORSBUREAU
07 ow
Date
Agenda Item #6.1:

AGREEMENT
Visitor Center Operations and Visitor Information Services Carnegie Building at 453 First Street East, Sonoma, CA 95476 This AGREEMENT made and entered into on this 18"‘day of July 2016, by and between the City of Sonoma, a municipal corporation (hereinafter CITY) and Sonoma Valley Visitors Bureau, a non-profit corporation, (hereinafter BUREAU).

WITNESSETH
WHEREAS, the BUREAU provides a valuable service to the City of Sonoma through its efforts to maintain and enhance the economic viability of the community, and WHEREAS, the CITY has relied on certain representations in authorizing the execution of this agreement, and
WHEREAS, the BUREAU has maintained an on-going partnership relationship with the CITY through an agreement with the former Sonoma Community Development Agency of the Cityof Sonoma untilthe dissolution of redevelopment by the Governor in 2011, and WHEREAS, the BUREAU is willing and able to continue to perform the services herein provided under direct contract agreement with the CITY.

NOW, THEREFORE, ITIS AGREED by the parties hereto as follows:

1. Payment by the City
A. From July 1, 2016 through June 30, 2019 the City of Sonoma shall pay BUREAU the minimum sum of $100,000 payable in 12 monthly increments of $8,333.33 for services to be performed. Payments shall be made no later than the 10th day of each month.

The CITYagrees to lease space to the BUREAUat the Carnegie Building at 453 First Street East, Sonoma, CA 95476 for the amount of $1/year following the exhausting of credits due to the BUREAUfrom the CITY.

1. In consideration, the BUREAU promises and agrees to render the following services on behalf of the CITY during this period:
a. The BUREAU shallrespondto all written and telephone requests for information relating to visitor's services in the City of Sonoma. b. The BUREAU shall respond to all pedestrian inquiries relating to the above.

I
c. The BUREAU shall maintain a calendar of community events to assist event planners in attempts to avoid conflicts.
d. The BUREAU shall maintain statistics regarding the origin and number of visitors coming to the Visitor Centers.
e. The BUREAU shall maintain a list of services which can be used by those planning special events of a personal nature, such as weddings and anniversaries, and those planning business events such as seminars and tradeshows.

Agenda Item #6.1:

Sonoma Valley Visitors Bureau 2 July 2016
f. The BUREAU shall maintain a lodging availability network to provide information to visitors regarding the kinds, type and cost of available lodging withinthe City of Sonoma.
g. The BUREAU shall also supply information when requested by magazines, periodicals, newspapers, and event planners for the purpose of promoting and encouraging economic development in the City of Sonoma. h. To the best of its ability, the BUREAU shall not promote unlicensed businesses in the City of Sonoma.
i. The BUREAU shall assist the CITY in monitoring commercial transportation busses, limo services and other forms of visitortransit services to assure they comply with City parking regulations.

The Bureau shall provide annual written activity reports to CITYto provide sufficient information to track the accomplishment of the services described in Subsections (a) through (h) hereinabove. Reports are to be received by City not later than 60 days following the end of the fiscal year.
’

2. The BUREAU agrees to utilize the funding from the CITYfor the purposes of community promotion and economic development in accordance with the Council's adopted goals and the goals of the City's General Plan which encourages ...”a healthy, growing economy, compatible with Sonoma's scale and character and contributing to its quality of life..."which would be ...“dominated by retail, service, and professional businesses, with agriculture as a strong and essential component, supported and enhanced by tourism."
The BUREAU agrees to account for all funding provided and to keep complete books and records thereof and to make available and to submit to audit by the CITYall such records upon the City's request and without prior notice. Complete financial statements including P&L shall be submitted to CITYupon request.

The BUREAU shall indemnify, hold harmless and defend theCITY, its agents and employees for all liability, actions, claims, damages, costs or expenses including attorney's fees and witness costs which may be asserted by any person including the BUREAU arising out of or in connection with the performance by the BUREAU hereunder except that arise out of the sole negligence of the CITY.

BUREAUagrees to have and maintain, for the duration of the contract, a General Liabilityinsurance policy in an amount not less than One MillionDollars ($1,000,000) combined single limitper occurrence and in the aggregate for bodily injury, personal injury and property damage.

Workers’ Compensation and Employers’ Liabilitypolicy written in accordance with the laws of the State of California and providing coverage for any and all employees of BUREAU.

The amount and nature of the insurance BUREAU is required to provide hereunder may be modified from time to time by the City, in the exercise of the City's reasonable discretion and based upon the recommendation of the City’s insurance pooling authority.

The BUREAU shall comply with all applicable federal, state, and local laws, rules and regulations in regard to non-discriminationin 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.

Agenda Item #6.1:

Sonoma Valley Visitors Bureau 3

10. 11.

12. 13.

14. ‘I5.

16. 17.

18. July 2016
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.

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 BUREAU. In the event of such termination, CITY shall pay the BUREAUfor services rendered to such date but shall have no obligation to pay any amount beyond the date of termination. Any monthly portions shall be prorated. Notwithstanding the above language, this agreement shall terminate on June 30, 2019 unless extended by mutual agreement of the parties. The CITYshall provide 90 days’ notice of CITYintention to terminate prior to termination.

CITYwillendeavor to resolve any differences as to avoid any cause for termination of agreement priorto end date.

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

Ifthe BUREAU should 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 CITY by virtue of the breach of the Agreement by the BUREAU. 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.

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 mailed to the parties at the following addresses:

CITY
City of Sonoma
No. 1 The Plaza
Sonoma, CA 95476
BUREAU
Sonoma Valley Visitors Bureau
453 First Street East
Sonoma, CA 95476
Nothing contained in this agreement or othenrvise shall be construed as constituting a joint venture between the CITY and the BUREAU. The services provided by the BUREAU shall be solely the responsibility of the BUREAU.

This Agreement represents the entire and integrated agreement between CITYand BUREAU and 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 liabilitiesof the parties to this Agreement and shall also govern the interpretation of this Agreement.

Agenda Item #6.1:

Sonoma Valley Visitors Bureau 4 July 2016
INWITNESS WHEREOF, the_parties hereto have hereunto set their hands and the day and year first above written.

CITY OF SONOMA
ATTEST:

City Manager City Clerk
Date

SONOMA VALLEYVISITORS BUREAU
Executive Director Date
Agenda Item #6.1:

Qtitpof éunnma
No. 1 The Plaza
Sonoma California 95476-6690
Phone (707)938-3681 Fax (707)938-8775
E-Mail: [email protected]
August 5, 2016
Jonny Westom
Executive Director
Sonoma Valley Visitor’s Bureau
453 FirstStreet East
Sonoma, CA 95476
Mr Weston:

On July 18, 2016; the Sonoma City Council approved the Agreement for Visitor Center Operations and Visitor Information Services. Included in that Agreement was a provision that upon exhaustion of credits due to the Bureau from the City, the space in the Carnegie Building shall be leased at $1.00 per year.

Beginning in 2015, the Finance Department agreed to applied shared expenses (utilities, custodial, etc.) against the credit due to the Visitor’s Bureau as the previous agreement between the City and the Sonoma Valley Visitor’s Bureau (SVVB).

Based on the new Agreement, staff has interpretedthat the shared expenses should not be offset against those previous credits. After consultationwith the City Manager who reviewedthe SVVB budget with you and based on the credit amount outstanding, we have determined that the shared expenses can be offset through the end of ?scal year 2017.

Beginning with ?scal year 2018 (July 1, 2017); the Finance Department will begin billing SVVB for any share expenses in the Carnegie Building using the formulasin place from the Carnegie Library Building Lease executed in 2011). The cost share varies based on the type of service ‘ shared but is generally based on a proratedshare of square footage in the building. The City will continue to provide you information abuot these costs to assist you in your budget planning.

Please feel free to contact me directly at (707)933-2235 or [email protected] any questions about this arrangement.

Thank you,
DeAnna Hilbrants
Finance Director
cc: Carol Giovanatto, City Manager
Agenda Item #6.1:

FIRST AMENDMENT

CARNEGIE LIBRARY BUILDING LEASE
453 First Street East, Sonoma, CA 95476
This FIRST AMENDMENT is made and entered into on this 24”‘day of June 2019, by and between the City of Sonoma, a municipal corporation (hereinafter CITY) and Sonoma Valley Visitors Bureau, a non~pro?t corporation, (hereinafter BUREAU).

WITNESSETH
Whereas, the BUREAU provides valuable Visitors Center Operations and Information Services to the core downtown Plaza area by providing visitors with their first exposure to the City and assisting with lodging, restaurant and entertainment venues; and Whereas, since 2010, the BUREAU has leased a portion of the Carnegie Library Building to provide said services; and
Whereas, lease was for a term of ten (10) years from January 1, 2010 through December 31, 2019; and
Whereas, the CITY and the BUREAU desire to continue the partnership and wishes to extend the lease for an additional six (6) months.

NOW, THEREFORE, BE IT RESOLVED that the City and the BUREAU agree to the following:

A. The lease is extended to June 30, 2020, with all provisions of the original lease remaining the same.
‘
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and the day and year first above written.

CITY OF SONOMA _ SONOMA VALLEY VISITORS BUREAU
R
C},/O EXECUTIVE DIRE
DATE: ql I;//4 DATE:

AT EST:/'"

22.2....

CITY CLERK
Agenda Item #6.1:

ruclstmatinrt

PROCLAIMI MAY AS JEWISH HERITAGE MONTH IN THE CITY OF SONOMA WHEREAS,JewishAmericans have been an important part of the American story and have greatly contributed to all areas of American life and culture since our nation's earliest days; and WHEREAS, on April 20, 2006, the Federal Government proclaimed May as JewishAmerican Heritage Month, stating, “As a nation of immigrants, the United States is better and stronger because Jewishpeople from all over the world have chosen to become American citizens," and, since then, proclamations in support ofJewish American Heritage Month have been made by Presidents of the United States annually; and WHEREAS, generations ofJewshave ?ed to the United States in search of a better life for themselves and their families, and these immigrants made invaluable contributions in support of equality and civil rights through their leadership and achievements; and
WHEREAS, JewishAmericans connect to their Jewishidentity in a variety of ways, such as culturally, ethnically, religiously, and by following Jewishethics and values. JewishAmericans are racially, ethnically, socially, politically, and economically diverse, and around 25 percent of Bay Area Jewishhouseholds include a person of color, increasing to nearly 40 percent of households if the head of the household is younger than 35; and
WHEREAS, in 2022 JewishAmericans faced a dramatic rise in antisemitic incidents—36% higher than in 2021—including but not limited to physical attacks, vandalism, verbal and physical harassment, and hateful comments posted on social media, and
WHEREAS, the City of Sonoma shares an obligation to condemn and combat antisemitism wherever it exists, to include JewishAmericans in all facets of civic life, and to stand with the JewishAmerican community against hatred or bigotry in our city and country; and
WHEREAS, there is a need for education and policies that are culturally competent when discussing or addressing the impacts of being Jewishin all aspects of American society, including discourse and policy; and WHEREAS, we celebrate the rich and diverse heritage of the JewishAmerican community, including those who live, work and play in the City of Sonoma, and
WHEREAS, we recognize JewishAmerican commitment to civic engagement and how the City of Sonoma has been enriched by local Jewishinstitutions and synagogues; and NOW, THEREFORE,1,Sandra Lowe, Mayor of the City of Sonoma, hereby declare the month of May 2023 as JewishAmericanHeritage Month in appreciation of the achievements and contributions made by members of the Jewishcommunity. The City of Sonoma City Council calls upon all residents to celebrate JewishAmericans who have woven the fabric of our country and community and supports opportunities to learn more about JewishAmerican history and culture. The City of Sonoma will continue efforts to confront antisemitism and other forms of hate impacting the Jewishcommunity, support local education about the diversity of our Jewish American community, and integrate JewishAmerican culture into future programs, activities, and ceremonies throughout the year.

IN WITNESS, WHEREOF, 1,Sandra Lowe, have hereunto set my hand this 3“ day of May two thousand twentythree, and of the City of Sonoma, California.

Agenda Item #6.2:

??rnizlamatinrt
54th ANNUAL PROFESSIONAL MUNICIPAL CLERKS WEEK
April 30 — May 6, 2023
WHEREAS, The Of?ce of the Professional Municipal Clerk, a time-honored and vital part of local government exists throughout the world, and
WHEREAS, The Of?ce of the Professional Municipal Clerk is the oldest among public servants, and WHEREAS, The Of?ce of the Professional Municipal Clerk provides the professional link between the citizens, the local governing bodies and agencies of government at other levels, and WHEREAS, Professional Municipal Clerks have pledged to be ever mindful of their neutrality and impartiality, rendering equal service to all.

WHEREAS, The Professional Municipal Clerk serves as the information center on functions of local government and community.

WHEREAS, Professional Municipal Clerks continually strive to improve the administration of the affairs of the Of?ce of the Professional Municipal Clerk through participation in education programs, seminars, workshops and the annual meetings of their state, provincial, county and international professional organizations.

WHEREAS, It is most appropriate that we recognize the accomplishments of the Office of the Professional Municipal Clerk.

NOW, THEREFORE, 1, Sandra Lowe, Mayor of the City of Sonoma, do recognize the week of April 30 through May 6, 2023, as Professional Municipal Clerks Week, and further extend appreciation to our Professional Municipal Clerk, Rebekah Barr and all Professional Municipal Clerks for the vital services they perform and their exemplary dedication to the communities they represent.

IN WITNESS, WHEREOF, I, Sandra Lowe, have hereunto set my hand this 3” day of May two thousand twenty—three,and of the City of Sonoma, California.

SANDRA LOWE, MAYOR
%
Agenda Item #6.3:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 May 2023
Department
Administration
Staff Contact
Mark Linder, Interim City Manager, Rebekah
Barr, MMC, City Clerk
Agenda Item Title
Adopt a Resolution Approving an Updated Job Description for the City Clerk, New Job Classification, Job Description, Salary Range for a Deputy City Clerk, and Reclassification of the Budgeted Management Analyst Position
Summary

CITY CLERK JOB DESCRIPTION
In June 2022, with the approval of the Assistant to the City Manager position, the “Executive Assistant” title and duties were removed from the City Clerk role. However, the job description was not updated to reflect these changes. The item being presented tonight is a cleanup item, to ensure the job description accurately reflects the duties of the position.

DEPUTY CITY CLERK
When developing the fiscal year 2022-23 budget, the Administration budget included a full time Management Analyst position assigned to the City Clerk’s Office. Since then, it has been determined—in addition to confidential and complex administrative support - this position also performs and will assume some duties currently assigned to the City Clerk; will coordinate department projects; and coordinate citywide administrative work requiring a broader understanding of City functions. Furthermore, the position is the first point of contact for most members of the public and other stakeholders within the City Clerk and City Manager’s Offices.

There are certain functions in the Office of the City Clerk, that legally can only be performed by the City Clerk or a Deputy City Clerk. For example, attesting to agreements, ordinances, or resolutions, signing subdivision maps, and performing life verifications for foreign pensioners.

The addition of this classification will provide much needed capacity, succession planning and redundancy specific to the City Clerk function including addressing time-sensitive public records requests, meeting agenda preparation, attestations, and implementing a citywide centralized record archiving program.

These duties require a higher level of independent judgment, scope, and confidentiality. As a result, staff is recommending the Management Analyst position within the Administration budget be reclassified to the title of Deputy City Clerk. The Deputy City Clerk will be classified within the SEIU employee group.

The current Management Analyst is eager to continue learning the role, and has started the education path to obtain her Certified Municipal Clerk certification. She has also obtained her Notary Public, of which the city did not have one on staff.

Agenda Item #7.2:

Staff conducted a wage analysis of Deputy City Clerks in our designated comp agencies to ensure the proposed classification and wage range is appropriate and reasonable. The results are as follows:

American Canyon – Deputy City Clerk - $109,408
Cotati – Deputy City Clerk - $93,683
Healdsburg – Deputy City Clerk - $97,594
Petaluma – Deputy City Clerk - $87,589
Rohnert Park – Deputy City Clerk - $85,509
Sebastopol – Administrative Technician* - $94,682
St Helena – Administrative Analyst* - $99,694
Windsor – Deputy City Clerk - $93,683
• The City of Sebastopol and the City of St Helena are both considering the addition of a Deputy City Clerk classification in FY 2023-24.

Based on the information provided above, staff proposes the wage range for Deputy City Clerk at a top step annual wage of $94,600.

Recommended Council Action
Staff recommends that the Council adopt the attached resolution including an updated job description for the City Clerk, a new job classification, salary range, and job description for a Deputy City Clerk.

Alternative Actions
Council discretion.

Financial Impact
The fiscal impact of this addition/reclassification will be $907 for the remainder of FY 2022/23, and the benefits increase would be $69. Beginning in FY 2023/24, the salary increase would be $4,354 and the benefits increase would be $331.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Deputy City Clerk
Exhibit A - Employee Salary Schedule Deputy City Clerk
City Clerk Job Description
Deputy City Clerk Job Description
Alignment with Council Goals:

Agenda Item #7.2:

Compliance with Climate Action 2020 Target Goals:

CC:
n/a
Agenda Item #7.2:

City of Sonoma
RESOLUTION #______ - 2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA

APPROVING AN UPDATED JOB DESCRIPTION FOR THE POSITION OF CITY CLERK, A

NEW JOB CLASSIFICATION, JOB DESCRIPTION AND SALARY FOR THE POSITION OF

DEPUTY CITY CLERK
WHEREAS, in June 2022, with the approval of Resolution 40-2022, which created the Assistant to the City Manager position, “Executive Assistant” was removed from the City Clerk role as were the duties but the job description was not updated to reflect the changes; and WHEREAS, it has been determined that the Management Analyst position approved in the Administration budget is, and will be, performing duties that are not in that position’s job description and are Deputy City Clerk duties; and
WHEREAS, there are certain functions in the Office of the City Clerk, that can only be performed by the City Clerk or a Deputy City Clerk; and WHEREAS, the addition of this classification will provide much needed capacity, succession planning and redundancy specific to the City Clerk function including addressing time-sensitive public records requests, meeting agenda preparation, attestations, and implementing a citywide centralized record archiving program; and
WHEREAS, the average salary of identified and approved comp cities is $95,230 annually for a Deputy City Clerk position.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma hereby:

1. Approves the updated job description for the City Clerk.

2. Approves the addition of a new classification and job description for the position of Deputy City Clerk

3. Set the salary range for Deputy City Clerk as $77,828 - $94,600 annually.

PASSED AND ADOPTED, at a Regular Meeting of the City Council on this 3rd day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_________________________________________
Sandra Lowe, Mayor
ATTEST:
_________________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.2:

A BCDE A B C D E
Deputy City Clerk        6,486       6,810      7,150      7,508      7,883 77,828 81,719 85,805 90,095 94,600 Annual

EXHIBIT A
Monthly
Agenda Item #7.2:

CITY OF SONOMA

CITY CLERK

DEFINITION
Under administrative and policy direction, plans, organizes, manages, and provides administrative direction and oversight for all functions and activities of the City Clerk's Office, including administration, election management, the legislative function, archiving of public records and public information, and filing officer services; serves as the City's Elections Official, Filing Officer and Custodian of Records; coordinates assigned activities with other City departments, officials, outside agencies, and the public; fosters cooperative working relationships among City departments and with State and local intergovernmental and regulatory agencies and various public and private groups; provides highly responsible and complex administrative support to the City Manager and the City Council; ensures legal compliance with applicable laws; and performs related work as required.

DISTINGUISHING CHARACTERISTICS
This is a single position classification that oversees, directs, and participates in all activities of the City Clerk's Office, including short and long-term planning and development and administration of departmental policies, procedures, and services. This class provides assistance to the City Manager and City Council in a variety of administrative, coordinative, analytical, and liaison capacities. Successful performance of the work requires knowledge of public policy, municipal functions and activities, including the role of an elected City Council, and the ability to develop, oversee, and implement projects and programs in a variety of areas. Responsibilities include coordinating the activities of the department with those of other departments and outside agencies and managing and overseeing the complex and varied functions of the department. The incumbent is accountable for accomplishing departmental planning and operational goals and objectives and for furthering City goals and objectives within general policy guidelines.

SUPERVISION RECEIVED AND EXERCISED
Receives administrative direction from the City Manager. Exercises supervision over assigned administrative support staff.

EXAMPLES OF ESSENTIAL DUTIES - Duties may include, but are not limited to, the following:

Assumes full management responsibility for all programs, services, and activities of the City Clerk's Office, including administration, public information, election management, and records management.

Develops, directs, and coordinates the implementation of goals, objectives, policies, procedures, and work standards for the City Clerk's Office; establishes, within City policy, appropriate budget, service, and staffing levels.

Agenda Item #7.2:

Manages and participates in the development and administration of the department's annual budget; directs the forecast of additional funds needed for staffing, equipment, materials, and supplies; directs the monitoring of and approves expenditures; directs and implements adjustments as necessary.

Selects, trains, motivates, and directs department personnel; evaluates and reviews work for acceptability and conformance with department standards, including program and project priorities and performance evaluations; provides or coordinates staff training; works with employees on performance issues; implements discipline and termination procedures; responds to staff questions and concerns.

Contributes to the overall quality of the department's service by developing, reviewing, and implementing policies and procedures to meet legal requirements and City needs; continuously monitors and evaluates the efficiency and effectiveness of service delivery methods and procedures; assesses and monitors the distribution of work, support systems, and internal reporting relationships; identifies opportunities for improvement; directs the implementation of change.

Coordinates City Clerk's Office activities with those of other departments and outside agencies and organizations; provides staff assistance to the City Manager and City Council; prepares and presents staff reports and other necessary correspondence.

Plans, manages, and conducts municipal elections and special elections; ensures conformance with the California Elections Code, Political Reform Act, and other government codes; serves as filing officer for the Fair Political Practices Commission for campaign disclosure filings; maintains election documents for public inspection; declares election results; administers and files oaths of office.

Oversees the operations of the City-wide records management program, document imaging system, and records preservation and destruction; sets and ensures legally compliant retention schedules for City records; develops and updates records retention policies and procedures; researches City documents, historical information, and other information as needed; attests, indexes, and files all legislative actions.

Maintains custody of the City Seal, ensuring authentication of only approved documents.

Serves as Public Records Coordinator; ensures compliance with the Public Records Act, the Freedom of Information Act, and the Brown Act; reviews and monitors legal requests for records; ensures that all public records are open to inspection at all times during office hours and that every person's right to inspect any public record of the City is upheld.

Serves as the Clerk of the City Council; attends meetings and oversees the recording of all official proceedings; supervises the preparation of public notifications, agendas, minutes, and other documents; directs the publication, filing, indexing, and safekeeping of all proceedings of the City Council.

Agenda Item #7.2:

Serves as Filing Officer and Filing Official for the Political Reform Act; manages the City's disclosure requirements for designated employees, distributes forms and notifications; conducts required audits; advises and trains candidates, committees, and treasurers on filing requirements; determines and collects fines for late filing; ensures campaign contribution limits and other requirements are met; corresponds with the Fair Political Practices Commission (FPPC) as appropriate.

Manages the codification of revisions to the Municipal Code.

Represents the City Clerk Office to other City departments, elected officials, and outside agencies; explains and interprets departmental programs, policies, and activities; negotiates and resolves significant and controversial issues.

Attends and participates in professional group meetings and committees; stays abreast of new trends and innovations in the field of municipal government.

Monitors changes in laws, regulations, and technology that may affect City or departmental operations; implements policy and procedural changes as required.

Responds to difficult and sensitive public inquiries and complaints and assists with resolutions and alternative recommendations.

Serves on the City’s Emergency Management Team in the event of a disaster or emergency.

Serves on the City’s Public Information Team.

Performs other duties as assigned.

MINIMUM QUALIFICATIONS
Knowledge of:

Administrative principles and practices, including goal setting, program development, implementation, and evaluation, and supervision of staff, either directly or through subordinate levels of supervision.

Public agency budget development, contract administration, City-wide administrative practices, and general principles of risk management related to the functions of the assigned area.

Organizational and management practices as applied to the analysis and evaluation of projects, programs, policies, procedures, and operational needs; principles and practices of municipal government administration.

Principles, practices, and procedures related to public agency record keeping, municipal elections, and the City Clerk function.

Functions, authority, responsibilities, and limitations of an elected City Council.

Automated and manual records management principles and practices, including legal requirements for recording, retention, and disclosure.

Agenda Item #7.2:

Applicable Federal, State, and local laws, rules, regulations, ordinances, and organizational policies and procedures relevant to assigned area of responsibility. Record-keeping principles and procedures.

Modern office practices, methods, and computer equipment and applications related to work.

English usage, grammar, spelling, vocabulary, and punctuation.

Techniques for effectively representing the City in contacts with governmental agencies, community groups, various business, professional, educational, and regulatory organizations, and the public.

Techniques for providing a high level of customer service by effectively dealing with the public, vendors, contractors, and City staff.

Ability to:

Develop and implement goals, objectives, policies, procedures, work standards, and internal controls for the department and assigned program areas.

Provide administrative and professional leadership and direction to the department and the City.

Prepare and administer budgets; allocate limited resources in a cost-effective manner.

Interpret, apply, explain, and ensure compliance with Federal, State, and local laws, rules, regulations, policies, and procedures.

Plan, organize, direct, and coordinate the work of technical and administrative personnel; delegate authority and responsibility.

Select, train, motivate, and evaluate the work of staff.

Research, analyze, and evaluate new service delivery methods, procedures, and techniques.

Coordinate municipal elections within legal guidelines.

Oversee and coordinate maintenance of the official records of the City.

Prepare official minutes, resolutions, ordinances, clear and concise reports, correspondence, policies, procedures, and other written materials.

Conduct complex research projects, evaluate alternatives, make sound recommendations, and prepare effective technical staff reports.

Establish and maintain a variety of filing, record-keeping, and tracking systems.

Organize and prioritize a variety of projects and multiple tasks in an effective and timely manner; organize own work, set priorities, and meet critical time deadlines.

Operate office equipment and computer applications related to the work.

Agenda Item #7.2:

Use English effectively to communicate in person, over the telephone, and in writing.

Use tact, initiative, prudence, and independent judgment within general policy, procedural, and legal guidelines.

Establish, maintain, and foster positive and effective working relationships with those contacted in the course of work.

Experience and Training
Any combination of experience and training that would provide the required knowledge and abilities is qualifying. A typical way to obtain the required knowledge and abilities would be:

Experience:

Four years of responsible administrative support experience in a municipal government environment.

Training:

Equivalent to an associate degree from an accredited college with major coursework in office administration, supervision or a closely related field.

License and Certificate
Possession of, or ability to obtain, a valid California driver’s license.

Possession of, or ability to obtain within six months, a valid Notary Public certificate.

Agenda Item #7.2:

CITY OF SONOMA

DEPUTY CITY CLERK

DEFINITION
Under general direction, serves as Deputy City Clerk including coordinating various election activities; performing required duties for City Council services and records management, establishing and maintaining organizational procedures and tracking systems for legislative compliance of government codes; preparing agenda packets, following up on Council actions, processing documents, and carrying out a variety of administrative support functions; performs other duties as assigned.

DISTINGUISHING CHARACTERISTICS
The Deputy City Clerk is a single position class. The position performs a breadth of assigned administrative support functions and responsibilities for the City Clerk and City Manager’s Office.

SUPERVISION RECEIVED AND EXERCISED
General supervision is provided by the City Clerk. In the absence of the City Clerk, the position reports to the City Manager. This position may provide lead supervision of other support staff.

EXAMPLES OF ESSENTIAL DUTIES - Duties may include, but are not limited to, the following:

Drafts, types, edits, processes, and distributes City Council meeting agendas, agenda packets, and related materials, memos, resolutions, ordinances, City Manager reports and notices, proclamations, and letters.

Prepares, signs, seals, and processes items acted upon by the City Council, including composing and preparing correspondence and advising various individuals of City Council actions, directs publishing, posting, and mailing of notices; attests, certifies, and records all ordinances, resolutions, agreements; City Council meeting follow-up assignments and other municipal legal documents.

Ensures proper procedures for notification and certification of Council actions.

Attends City Council meetings, takes minutes, and prepares official action minutes.

Assists the public and City staff by providing information and research and reference assistance.

Processes and distributes signed contracts and/or agreements as necessary.

Maintains a variety of municipal files and records in accordance with the City-wide records management program, including processing files for document imaging, records retention and destruction.

Agenda Item #7.2:

Maintains records and carries out procedures for appointments to City commissions, committees, and boards including preparation of Maddy Act required notices Distributes and processes filings required by the Fair Political Practices Commission.

Coordinates City election activities, under the supervision of the City Clerk, with the County Elections Department, including preparation of calendars, distribution of notices, providing candidate information and election statements, receives candidate nomination papers and financial disclosure statements, provides confirmation of election results, and assures other requirements of the Elections Code are met.

May assist with Filing Officer and Filing Official duties for the Political Reform Act.

In the absence of the City Clerk, receive, process, and file claims and lawsuits against the City; accepts and processes subpoenas.

Accepts and processes Public Record Act Requests.

May administer Oaths of Office.

May attest and/or notarize a variety of documents.

Assists with design and maintenance of City Clerk, City Manager, and City Council web pages.

Represents the City Clerk’s Office to other City departments, elected officials and outside agencies; explains and justifies City Clerk’s Office programs, policies and activities.

Composes and prepares correspondence.

Answers incoming phone calls and greets office visitors providing information and appropriate referral to various City department staff.

Manages special projects and programs as assigned.

Maintains technical job performance skills.

May provide backup for other office staff as needed.

May serve on the Emergency Management Team in the event of a disaster or emergency.

MINIMUM QUALIFICATIONS
Knowledge of:

Applicable state, federal, and municipal laws and procedures.

City’s policies, rules, administrative regulations and procedures.

Agenda Item #7.2:

Practices and procedures for the efficient operation of an administrative office.

Operations and organization of municipal government.

Legal requirements regarding the preparation and retention of municipal records.

California election law as it pertains to municipal elections, Brown Act, and the regulations and requirements for compliance with the Fair Political Practices Commission.

Techniques of account and statistical recordkeeping, basic math, correct English usage, spelling, grammar, and punctuation.

Modern office procedures and practices.

Ability to:

Carry out a number of administrative support tasks in a timely and professional manner.

Work under deadlines.

Communicate effectively and professionally orally and in writing.

Follow written and oral instructions.

Interpret laws, rules and procedures and exercise sound judgment.

Work effectively with a wide variety of individuals and groups including other staff, the public, and the press.

Take and prepare action minutes from meetings.

Interpret and apply a variety of City rules, laws, and policies with good judgment.

Work independently and exercise good judgment in carrying out assigned tasks.

Maintain confidentiality of information as required.

Be politically astute and diplomatic.

Prepare clear, concise, and accurate agendas, minutes, correspondence, records and reports.

Organize and prioritize a variety of projects and multiple tasks in an effective and timely manner; organize own work, set priorities and meet critical time deadlines.

Independently monitor various deadlines and legal requirements for compliance with Election Code and other regulations.

Compile and maintain accurate information, records, and files.

Agenda Item #7.2:

Learn and utilize new technology.

Establish and maintain cooperative working relationships.

Experience and Training
Any combination of experience and training that would provide the required knowledge and abilities is qualifying. A typical way to obtain the required knowledge and abilities would be:

Experience:

Two years of responsible administrative support experience in a municipal Clerk’s Office or other public administration position.

Training:

Equivalent to an associate degree from an accredited college with major coursework in office administration, supervision or a closely related field; and/or Certified Municipal Clerk or Master Municipal Clerk certification.

License and Certificate
Possession of, or ability to obtain, a valid California driver’s license.

Possession of, or ability to obtain within six months, a valid Notary Public certificate.

Possession of, or ability to obtain, a Certified Municipal Clerk certification is desired.

Agenda Item #7.2:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 May 2023
Department
Public Works
Staff Contact
Michael Berger, Public Works Director/City
Engineer
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute an Agreement with the Lowest Responsive Bidder for the Construction of the Chase Street Replacement Bridge Project, Federal Project No. CML-5114(016) (Project), for an Amount Not to Exceed $2,500,000.00 Summary
The Chase Street Bridge is a timber stringer structure with metal forms and a reinforced concrete/asphalt concrete (AC) paved deck. The bridge is located on Chase Street over Nathanson Creek, between Broadway and Austin Avenue, in the City of Sonoma. The City has been approved to receive Federal Highway Bridge Program (HBP) funds for the replacement of the existing bridge. The project will replace an existing structurally deficient bridge and provide a safe creek crossing for drivers, bicyclists and pedestrians and has been approved to receive $1,601,743.00 of Federal Highway Bridge Program (HBP) grant funding. The construction contract to build the bridge will be out to bid with an anticipated award date of May 11, 2023.

The construction consists of bridge replacement and relocation of water and sewer services, including demolishing and removing existing concrete curb, gutter and sidewalk and/or residential driveway, adjusting utility valve boxes to grade, installing concrete curb and gutter, sidewalk and driveway, installing rock slope protection, temporary traffic control, storm water pollution control, and other related work, as set forth on the project Plans and Specifications.

This project also includes relocating sewer and water services, including trenching/shoring installation, backfill, and surface restoration.

The Chase Street Bridge Replacement Project was advertised on Thursday April 13, 2022 and bids are due May 9, 2023, providing 3.5 weeks for contractors to respond and prepare bids.

The Plans and Specifications have been downloaded by approximately fifteen potential prime consultants.

The Chase Street Bridge has a very constrained construction window of July 1 – October 15, 2023. In order for the responsive contractor to accomplish the project this year, preconstruction work will need to commence as soon as possible following the bid opening. Public Works is requesting advanced authorization to have the City Manager execute a contract with the lowest responsive bidder immediately following bid document review and potentially as soon as May 11, 2023. This would provide the contractor an additional week to complete submittals and be best prepared on July 1st to break ground.

Budget
On June 22, 2022, the City Council adopted the Fiscal Year 2022/23 Capital Improvement (CIP) Budget. This budget included funding for the Project, as follows:
$228,713.00 Gas Tax (302-51001)
$105,735.00 Transportation Measure M (313-54000)
Agenda Item #7.3:

$1,601,743.00 Highway Bridge Replacement and Rehabilitation (HBRR) Grant Funds $1,936,191.00 Total Project Budget – CIP Project T-1
It is anticipated (standard process) that HBRR Funds will be scaled to accommodate the market bids received for this project and that this will be inclusive of construction management funds.

The Project Budget above reflects the engineer's estimate as envisioned during the Fiscal Year 22/23 budget cycle. The budget is anticipated to be adjusted upon receipt of construction bids.

Anticipated HBRR Funds can be obligated to this project up to 88.53% of the project total including construction and engineering.

Recommended Council Action
Adopt a resolution authorizing the City Manager to execute a contract with the lowest responsive bidder of the Chase St Bridge Replacement Project for an amount not to exceed $2,500,000.00 and to revise the agreement as needed to resolve any contractual concerns raised by Caltrans.

Alternative Actions
Council discretion.

Financial Impact
Capital Improvement Project T-1 existing budget is not sufficient for project construction, construction management, inspection and materials testing services. The City has been awarded HBRR funds to replace the Chase Street Bridge. The HBRR fund programmed for this year is $1,601,743.00, however the funding procedure for HBRR allows for the funds to scale according to the actual project costs. It is anticipated that following the award of the construction contract, the City will apply for additional funds from Caltrans and the HBRR will fund up to

88.53% of the total project costs inclusive of construction and engineering. Additional project funding from the City of Sonoma for the other 11.47% of the project have been allocated in the City’s Capital Improvement Program Fiscal Year 22/23 budget. State Gas Tax funding of $228,713.00. as well as the City’s Transportation Measure M fund of $105,735.00.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Chase Street Bridge
Chase Street Construction Contract
Alignment with Council Goals:

INFRASTRUCTURE:

To provide reliable, safe and effective infrastructure (streets and roads, sidewalks, parking and pedestrian safety) throughout the City; maintain the high level of service and reliability of City facilities; monitor, mitigate and reduce community impacts related to development, infrastructure repair, community events or other outside agencies.

Agenda Item #7.3:

Compliance with Climate Action 2020 Target Goals:

CC:
n/a
Agenda Item #7.3:

City of Sonoma
RESOLUTION # ______ - 2023

ADOPT A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN

AGREEMENT WITH THE LOWEST RESPONSIVE BIDDER FOR THE CONSTRUCTION OF THE CHASE STREET REPLACEMENT BRIDGE PROJECT, FEDERAL PROJECT NO. CML5114(016) (PROJECT), FOR AN AMOUNT NOT TO EXCEED $2,500,000.00 WHEREAS, the Chase Street Bridge Replacement Project, City Capital Improvement Program (CIP) Project T-1, Federal Project No. CML-5114(016) (project) was advertised for Construction on April 13, 2023, 2022; and
WHEREAS, bids for the construction of the Chase Street Bridge Replacement Project will be opened on May 9, 2023; and
WHEREAS, the City Council budgeted a total of $1,936,191.00 in Fiscal Year 2022/23 inclusive of a current minimum of $1,601,743.00 in HBRR grant funds inclusive of the cost of construction administration and engineering support during construction; and WHEREAS, the schedule for construction is so constrained that an additional week of time can be critical for success; and
WHEREAS, the HBRR funding is such that it scales according to the cost of received bids for the project at a cost reimbursement ratio of up to 88.53%.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma authorizes the City Manager to execute an agreement with the lowest responsive bidder of the Chase Street Bridge Replacement Project in the not-to-exceed amount of $2,500,000.00.

BE IT FURTHER RESOLVED that the City Manager, in consultation with the City Attorney, may make revisions to the professional services agreement in order to comply with any Caltrans findings, comments, and/or requirements regarding the proposed services.

PASSED AND ADOPTED at a Regular Meeting of the City Council on this 3rd day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Sandra Lowe, Mayor
ATTEST:
________________________________
Rebekah Barr, MMC, City Clerk
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Agenda Item #7.3:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 May 2023
Department
Public Works
Staff Contact
Oriana Hart, Public Works Admin & Project
Manager
Agenda Item Title
Adopt a Resolution Approving the Parcel Map No. 158 for the 4-Lot Residential Development Known as Bijan Minor Subdivision Located at 1211 Broadway Street, and Authorizing the City Manager to Execute the Subdivision Improvement Agreement Summary
On December 12, 2019, the Planning Commission approved a Tentative Map to subdivide the

0.34-acre property at 1211 Broadway Street into a 4-Lot Residential Development known as Parcel Map No. 158, Bijan Minor Subdivision. The property is located at 1211 Broadway Street.

A vicinity map is shown on attached Parcel Map No. 158, Bijan Minor Subdivision.

The City Engineer has reviewed Parcel Map No. 158 as well as the Improvement Plans and determined that they are in compliance with the Subdivision Map Act and the City’s development code. The Parcel Map and Improvement Plans are also in substantial conformance with the approved Tentative Map. Conditions of approval required with the tentative subdivision map approval will be met prior to recordation of the Final Map or have been addressed on the subdivision improvement plans and will be carried out during construction.

A portion of the public improvements identified in the approved Improvement Plans have not yet been constructed. Thus, the developer desires to execute a Subdivision Improvement Agreement per Sonoma Municipal Code 19.70.040. A draft of that agreement has been attached for review.

Conditions of approval for the Tentative Parcel Map, required by the Planning Commission, will be met prior to recordation of the Final Map or have been addressed in the subdivision improvement plans and will be carried out during construction.

Recommended Council Action
It is recommended that the City Council adopt the attached resolution approving Parcel Map No. 158 for the 4-Lot Residential Development known as Bijan Minor Subdivision located at 1211 Broadway St, and authorizing the City Manager to execute the Subdivision Improvement Agreement.

Alternative Actions
City Council discretion.

Financial Impact
Agenda Item #7.4:

The City of Sonoma will accept responsibility for the public improvements when constructed by the developer
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution _Bijan Minor
Parcel Map 158
Subdivision Improvement Agreement
Subdivision Improvement Plan - Broadway
Alignment with Council Goals:

INFRASTRUCTURE:

To provide reliable, safe and effective infrastructure (streets and roads, sidewalks, parking and pedestrian safety) throughout the City; maintain the high level of service and reliability of City facilities; monitor, mitigate and reduce community impacts related to development, infrastructure repair, community events or other outside agencies.

Compliance with Climate Action 2020 Target Goals:

CC:
n/a
Agenda Item #7.4:

City of Sonoma
RESOLUTION # ____ - 2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA
APPROVING PARCEL MAP 158 FOR THE 4-LOT RESIDENTIAL DEVELOPMENT KNOWN AS BIJAN MINOR SUBDIVISION LOCATED AT 1211 BROADWAY ST, AND AUTHORIZING

THE CITY MANAGER TO EXECUTE THE

SUBDIVISION IMPROVEMENT AGREEMENT
WHEREAS, on December 12, 2019, the Planning Commission approved a Tentative Parcel Map to subdivide the 0.34-acre property at 1211 Broadway St into a 4-Lot Residential Development known as Bijan Minor Subdivision; and,
WHEREAS, the City Engineer has reviewed Parcel Map No. 158 and has determined that it complies with all applicable provisions of the development code and the Subdivision Map Act; and,
WHEREAS, the City Engineer has reviewed Parcel Map No. 158 and has determined that it is in substantial conformance with the Tentative Parcel Map approved on April 27, 2023; and, WHEREAS, the City Council is requested to approve Parcel Map No. 158 for the 4-Lot Residential Development known as Bijan Minor Subdivision, located at 1211 Broadway St; and, WHEREAS, the developer desires to enter into a Subdivision Improvement Agreement prior to constructing all of the required public improvements; and, WHEREAS, the City Engineer has prepared a Subdivision Improvement Agreement in a form that has been approved by the City Attorney.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma hereby approves Parcel Map No. 158, subject to meeting conditions of approval required for the Parcel Map.

BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to execute the Subdivision Improvement Agreement with the developer for the construction of the remaining improvements.

PASSED AND ADOPTED at a Regular meeting of the City Council on this 3rd day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________
Sandra Lowe, Mayor
ATTEST:
_____________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.4:

adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301
Agenda Item #7.4:

adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301
Agenda Item #7.4:

adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301
Agenda Item #7.4:

adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301
Agenda Item #7.4:

adobe associates, inc.
civil engineering land surveying wastewater
1220 N. Dutton, Ave., Santa Rosa, Ca. 95401
P (707) 541-2300; F (707) 541-2301
Agenda Item #7.4:

1 304603.v2
APN: 128-181-004 & -003

SUBDIVISION IMPROVEMENT AGREEMENT
Subdivision No. 158, Bijan Subdivision Project
THIS SUBDIVISION IMPROVEMENT AGREEMENT (this "Agreement") is made and entered into this ___________[DATE] (“Effective Date”), by and between Shahram Bijan and Brittany Bijan, Trustees of the Bijan 2019 Family Trust dated March 26, 2019 (hereinafter collectively referred to as (“Subdivider”) of that certain subdivision to be known as the Bijan Subdivision Project (“Subdivision,” “Project” or “Bijan Subdivision Project”), and the City of Sonoma, a general law city, hereinafter referred to as "City."

RECITALS
WHEREAS, on December 12, 2019 by Planning Commission Resolution No. 11-2019 and other actions taken to approve the Project, the City approved the Tentative Parcel Map (“Map”) for and other land use entitlements applicable to said Subdivision and/or the land encompassed within the Subdivision (collectively referred to as the “Approvals”). The land encompassed within the Subdivision (“Subject Property”) is commonly known as 1211 Broadway, Sonoma, California, and more particularly described in Exhibit “A” attached hereto and made a part hereof; and
WHEREAS, the Subdivision is subject to the Subdivision Map Act (Gov. Code, § 66410 et seq.), the State’s planning and zoning laws, and the City’s ordinances and regulations related to the filing, approval, and recordation of subdivision maps (together, the “Subdivision Laws”) and the requirements and conditions contained in the Approvals; and WHEREAS, Subdivider, pursuant to the State of California Subdivision Map Act and all applicable ordinances of City, has presented to City Improvement Plans (defined below) dated [DATE] outlining thereon the improvements to be constructed by Subdivider within and/or for the benefit of the above-mentioned Subdivision; and
WHEREAS, Subdivider has also presented to City for approval a Parcel Map; and

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Sonoma
Atten: City Clerk
No. 1 The Plaza
Sonoma, CA 95476
Exempt from recording fees
(Gov. Code §§ 6103 and 27383)
(Space above this line for Recorder’s use)
Agenda Item #7.4:

2 304603.v2
WHEREAS, Subdivider has requested approval of said Parcel Map prior to construction and completion of the improvements described in the Improvement Plans; and WHEREAS, said Subdivision Laws require Subdivider to enter into an agreement with City whereby Subdivider agrees to have said work completed by the time specified in said agreement; and
WHEREAS, among other things, Subdivider’s execution of this Agreement is a condition precedent to City’s approval of the Parcel Map for the Project (Gov. Code, § 66462(a) & (c)); and
WHEREAS, Subdivider desires to enter into this Agreement, in order to facilitate the completion of all Bijan Subdivision Project on-site improvements and offsite improvements; and WHEREAS, Subdivider further desires to enter into this Agreement, whereby Subdivider promises to install and complete, at Subdivider’s sole cost, expense, and risk, all of the Bijan Subdivision Project on-site and off-site improvements required in connection with the Bijan Subdivision Project including, but not limited to, grading work and site clearance, the Improvements (defined below), and all labor required to complete the Improvements to the satisfaction of City; and
WHEREAS, Subdivider shall secure this Agreement by depositing security with City consisting of a cash deposit, bond, or letter of credit in form acceptable to City to secure installation of the Improvements and warranties of workmanship and landscape viability/maintenance in accordance with the terms provided herein (the “Securities”); and WHEREAS, on [DATE], the City Council adopted a resolution approving the Parcel Map subject to the Subdivider entering into this Agreement and authorizing the City to enter into this Agreement with Subdivider.

AGREEMENT
NOW, THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. Prior to the expiration of seven hundred thirty (730) calendar days from _______[DATE] Subdivider will furnish, construct, and install, at Subdivider’s own and sole expense, and to the City’s satisfaction, all improvements (“Improvements”) outlined and set forth on the Improvement Plans (defined below) and all other improvements required of the Subdivider to be constructed by said Subdivision Laws, the Approvals and/or the conditions of approval of said Subdivision, along with any changes or modifications to such Improvements as may be required by the City Engineer or the City Engineer’s designee due to errors, omissions, or changes in conditions. Upon completion of the Improvements, and as conditions precedent to the acceptance of same and the release of the Securities as provided hereinafter, the physical condition of the Subdivision shall be substantially identical with that depicted in the Improvement Plans (except as to any other improvements approved by the City in writing). No extension of time shall be made except upon the basis of a written application made by Subdivider to Agenda Item #7.4:

3 304603.v2
the City stating fully the grounds of the application and facts relied upon for such an extension, and City shall retain full discretion to grant, grant in part, or deny the extension. Subdivider shall pay the city's costs of processing any extension in accordance with the City's cost recovery procedures, and any application for an extension may be conditioned upon an increase in the Securities and inspection fees to reflect current costs, as determined by the City Engineer. Whether any such extension is granted shall be left to the sole, unfettered discretion of the City. Neither such extension nor other delay by City shall constitute a waiver of any of the obligations of Subdivider or Subdivider's surety. Any application for an extension of the said seven hundred thirty (730) calendar days’ time period specified herein shall be delivered to the City at least sixty (60) days before the said time period expires, otherwise, the right to apply for such an extension shall be waived.

2. Said Improvements shall include, but are not necessarily limited to, the following:
grading, retaining walls, street work (including curbs, gutters and sidewalks), Broadway frontage improvements, storm drainage facilities, stormwater treatment facilities, sanitary sewer facilities, water facilities, joint trench utilities (communication lines, gas and electric), temporary and permanent storm water pollution prevention improvements, and landscape improvements, as shown on the project improvement plans titled:
• Improvement Plans – Subdivision No. 160 – Bijan Subdivision - Subdivision Improvement Plans, prepared by Adobe Associates, Inc 1220 N. Dutton Ave, Santa Rosa, Ca 95401; 7 sheets and dated [Date]
All plans noted above, have been approved as one plan set by the City Engineer on [DATE]. These plans are collectively referred to as the “Improvement Plans,” “Plan” or “Plans”.

3. The total estimated cost of the Improvements, as determined by the City Engineer, is One Four hundred twenty five thousand five hundred thirty one dollars ($425,531) (“Estimated Cost of Improvements”). Approval by the City Engineer of the Improvement Plans shall not relieve Subdivider from ensuring that all public improvements conform to all other requirements and standards set forth in this Agreement.

4. In accordance with the Subdivision Laws (Gov. Code, § 66499), the recordation of this Agreement creates a lien attached to the property underlying the Bevan Minor Project and has the priority of a judgment lien in the amount necessary to complete the Improvements.

5. Said Improvements shall be constructed in accordance with the Improvement Plans.

6. Said Improvements shall also be constructed in accordance with the Sonoma Municipal Code, the latest edition of the Standard Specifications for Public Works Construction (the “Green Book”), State of California Department of Transportation Standard Specifications (Caltrans) when specified, the City of Sonoma Standard Special Provisions and Standard Drawings, the City of Sonoma’s Standard Plans, the Sonoma Valley County Sanitary District Standard Specifications and Drawings, the California Agenda Item #7.4:

4 304603.v2
Building Code Appendix 33 J, Grading, Codes approved and adopted by the City of Sonoma, the Sonoma Valley County Sanitary District, and the City Standard Drawings as may be modified by applicable Regulatory Agency Permits (defined below) (collectively, along with the Plans, referred to as the “Improvement Standards”). The foregoing plans and specifications are incorporated herein by reference and made a part hereof, with the following exceptions, additions, and modifications: None.

7. Where there is a conflict between plans and specifications described in Sections 5 and 6 herein, the more stringent requirement shall govern.

8. A. Subdivider shall, at Subdivider’s expense, obtain and maintain during the life of this Agreement all necessary permits, approvals, waivers and/or licenses for the construction and installation of the Improvements, give all necessary notices and pay all fees and taxes required by law.

B. Prior and as a condition to the issuance of any grading, building or other permit by City for said Improvements, and as a condition to the continued validity of any such permit and prior to the commencement of the Work as defined in Section 14, Subdivider shall have obtained and provide to the City evidence that it has obtained, all necessary approvals, licenses, permits, and/or waivers (“Regulatory Agency Permits”) required for said Improvements from the California Department of Fish and Wildlife, the U.S.

Army Corps of Engineers, the Regional Water Quality Control Board, the Sonoma County Flood Control & Water Conservation District, the Sonoma Valley County Sanitary District, the Sonoma Valley Fire Protection District, Pacific Gas and Electric, AT&T, Comcast and all other regulatory agencies with jurisdiction. Subdivider shall comply with said Regulatory Agency Permits and their terms and conditions. If at any time any of Subdivider’s Regulatory Agency Permits obtained from any other agency with jurisdiction lapses, expires, terminates, and/or is revoked and/or Subdivider is served with a notice of violation of any such Regulatory Agency Permits by any such agency, the City shall have the right to revoke any grading, building or other permit it issued to Subdivider and halt any and all Work (defined below) until the Regulatory Agency Permits are reinstated or re-issued and/or the notice of violation is rescinded or canceled, as the case may be.

9. Subdivider warrants and guarantees that except for any interests offered to and accepted by public agencies, it is the sole owner of the Subdivision and each and every lot, parcel, or part thereof.

10. Until final acceptance of the Improvements, Subdivider shall give good and adequate warning to the public of each and every dangerous condition existing in said Improvements, and will take reasonable actions to protect the public from such dangerous condition.

11. The City shall not accept any real property to be dedicated or the Improvements unless they are constructed in conformity with the Improvement Plans and specifications, approved modifications, if any, the approved Final Map, and City Improvement Standards and Specifications, to the satisfaction of the City Engineer. Until such time as the Improvements are accepted by the City, Subdivider shall retain title and shall be Agenda Item #7.4:

5 304603.v2
responsible for, and bear the risk of loss to, any of the Improvements constructed or installed.

12. Title to and ownership of any real property to be dedicated and the Improvements constructed under this Agreement by Subdivider shall vest absolutely in the City upon completion and acceptance in writing of such Improvements by City.

13. Subdivider hereby warrants that the Plans referred to herein are in accordance and conformity with the Map approval, the Approvals and all other plans for the Approvals previously approved by the City, together with all conditions made a part of said Approvals. Subdivider further warrants that said plans and specifications are adequate to accomplish the Improvement work (the “Work”) covered by this Agreement in good, workmanlike manner and in accordance with accepted construction practices. Subdivider warrants and shall be solely responsible for ensuring that the design and construction of the Improvements and the Work will not adversely affect any portion of adjacent or other properties and that all Work will be performed in a proper manner and in accordance with all City-issued permits and Regulatory Agency Permits and applicable laws and regulations. Subdivider may modify said Plans and specifications as the development progresses should unforeseen conditions occur only upon the prior written approval from the City Engineer. Should said Plans and specifications, the Improvements and/or the Work at any time prior to the City’s final acceptance of the Improvements referred to herein prove, in the opinion of City, to be inadequate in any respect, then Subdivider shall make such changes in the Plans and specifications, Improvements and/or Work as are necessary to satisfy City's requirements, all at no expense to City.

14. The City Engineer, or his/her authorized representative shall inspect all of the Improvements to be accepted for maintenance by the City (hereinafter referred to as "Public Improvements"). The Sonoma Valley County Sanitary District will inspect public and private wastewater collection system improvements. Utility improvements shall be inspected by the utility companies. All Improvements shall be inspected for compliance with this Agreement and City Improvement Standards, plans, conditions of approvals, specifications, Approvals and Subdivision regulations.

The Improvements shall be deemed accepted only as authorized by the City Council or the City Engineer in accordance with the Subdivision Laws, and City’s inspection of all Improvements. Such acceptance shall not constitute a waiver by City of any defects or deficiencies in the Improvements.

Upon the total or partial acceptance of the Public Improvements by City and acceptance of the sanitation improvements by the Sonoma Valley County Sanitary District, Subdivider shall file with the Recorder’s Office of the County of Sonoma a notice of completion for the accepted Improvements in accordance with California Civil Code section 8182, at which time the accepted Improvements shall become the sole and exclusive property of City without payment therefor. Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Subdivider provides, among other things, one (1) set of “as-built” or record drawings or plans on minimum 4- mil mylar to the City Engineer for all such Improvements. The drawings shall be Agenda Item #7.4:

6 304603.v2
certified by the professional engineer or architect of record and shall reflect the condition of the Improvements as constructed, with all changes incorporated therein.

15. A. Subdivider shall allow City’s duly authorized representatives access to the Work at all times and shall furnish them with every reasonable facility for ascertaining that the methods, materials, and workmanship comply with the requirements and intent of the Improvement Plans and this Agreement. The Subdivider shall give at least ten (10) days’ advance notice of the date upon which the Work is to commence and the date upon which the Work is to be completed. City may reject defective Work and require its repair, replacement, or removal by Subdivider, all at no expense to City. City will use its best efforts to provide timely notice of any defect about which it has actual knowledge, but City’s failure to provide such notice shall not constitute a waiver or affect any of City’s rights or remedies, or provide a defense to Subdivider.

B. Upon final completion and acceptance of all said Work in accordance with this Agreement, the City Engineer, in accordance with City regulations, shall notify Subdivider in writing of his/her acknowledgment of acceptance of same. Except as otherwise provided herein, for a period of one (1) year from and after the date of said acceptance of said Work, Subdivider shall, in accordance with the Subdivision Maintenance Warranty attached hereto as Exhibit D, guarantee and warranty all the Improvements constructed under the provisions of this Agreement against defective work or labor done or defective materials furnished and shall repair any defects or failures which may appear in the Improvements during said one (1)-year period, and further correct the causes of said defects or failures. Prior to the acceptance of said Work, Subdivider shall deposit with City cash or satisfactory improvement security in the form attached hereto as Exhibit F and as provided by the Subdivision Laws and all applicable ordinances of the City in the amount of ten percent (10%) of the amount of the performance security specified in Section 21 to secure performance of said guarantee and warranty. If the Subdivider fails to act promptly or in accordance with this requirement, or if the exigencies of the situation require repairs or replacements to be made before the Subdivider can be notified, then the City may, at its option, make the necessary repairs or replacements or perform the necessary work, and Subdivider shall pay to City the actual cost of such repairs plus fifteen percent (15%) within thirty (30) days of the date of billing for such work by City. Neither the written acknowledgment of acceptance hereinabove referred to nor any periodic or progress inspection or approval shall waive any defect in the Improvements or any breach of this Agreement. Acceptance of any part of any stage of said improvement Work shall not be final until the written notice of final acceptance of all the Improvements shall have been delivered to Subdivider as required herein.

C. City shall not be required to exonerate any surety, release any security relating to satisfactory completion of the Improvements, sign off as complete any building permit, or issue occupancy permits until acceptance of Public Improvements by the City or, in the case of Improvements which will not be dedicated to and accepted by the City, until the Improvements have passed final inspection by the City, all in accordance with the Subdivision Laws. In addition, release of security, exoneration of sureties and issuance of occupancy permits will be predicated upon the receipt of required maintenance and/or warranty agreements and security therefor, in forms acceptable to the City.

Agenda Item #7.4:

7 304603.v2
D. No Improvements shall be accepted by the City unless and until they are free of all liens and encumbrances, and free of all material defects and conditions which may create a hazard to the public health, safety, or welfare. In addition, all properties, rightsof-way, easements, and other interests to be dedicated to the City shall be, before acceptance thereof by the City, free and clear of all liens and encumbrances of any kind or character whatsoever and free of any and all material defects and conditions creating a hazard to public health or public safety. Prior to acceptance, Subdivider shall supply the City with appropriate lien releases, at no cost to and in a form acceptable to the City.

E. City shall not be responsible or liable for the maintenance or care of the Improvements until City approves and accepts them. City shall exercise no control over the Improvements until accepted. Any use by any person of the Improvements, or any portion thereof, shall be at the sole and exclusive risk of the Subdivider at all times prior to City’s acceptance of the Improvements. Subdivider shall maintain all the Improvements in a state of good repair until they are completed by Subdivider and approved and accepted by City, and until the Securities for the performance of this Agreement is released. City shall not be responsible or liable for any damages or injury of any nature in any way related to or caused by the Improvements or their condition prior to acceptance.

16. A. Subdivider shall replace or repair, or have replaced or repaired, as the case may be, all Public Improvements, public utility facilities and surveying or subdivision monuments which are destroyed or damaged as a result of any Work under this Agreement. Subdivider shall bear the entire cost of replacement or repairs of any and all public property or public utility property damaged or destroyed by reason of any work done under this Agreement, whether such property is owned by the United States or any agency thereof, or the State of California, or any agency or political subdivision thereof, or by the City or any public or private utility corporation or by any combination of such owners. Any repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer.

Furthermore, until such time as the Improvements are accepted by City, Subdivider shall be responsible for, and bear the risk of loss to, any and all of the Improvements constructed or installed. Until such time as all Improvements required by this Agreement are fully completed and accepted by City, Subdivider shall be solely responsible for the care, maintenance of, and any damage to such Improvements, and City shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss, or damage, regardless of cause, happening or occurring to the Work or Improvements. All such risks shall be the responsibility of and are hereby assumed by Subdivider. The Subdivider shall defend and indemnify the City for said accidents, losses and/or damages pursuant to Sections 34 and 38 below. As to any accident, loss or damage occurring or happening after all the Improvements are fully completed and accepted by the City, Subdivider shall indemnify and defend the City pursuant to Sections 34 and 38 below.

Maintenance shall include, but shall not be limited to, repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe Agenda Item #7.4:

8 304603.v2
condition all streets and street improvements. It shall be Subdivider’s responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If Subdivider fails to properly prosecute its maintenance obligation under this section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Subdivider and its surety under this Agreement.

B. Subdivider shall provide adequate and competent supervision of all contractors and subcontractors. Subdivider shall require each contractor and subcontractor to have a competent foreman on the job at all times when that contractor or subcontractor, or any employee or agent thereof, is performing any Work related to the Improvements.

Subdivider shall maintain an office with a telephone and Subdivider, or a person authorized to make decisions and act for Subdivider in Subdivider’s absence shall be available at the site of any Improvements within three (3) hours of being called at such office by City at any time when construction Work is being performed on the Improvements.

C. Subdivider shall assume all costs for utility and cable television undergrounding or relocation which is not the responsibility of the cable television, gas, electric, telephone or other utility company under the terms of any franchises with City or otherwise imposed upon the utility companies by law.

17. All inspection services rendered in connection with the Work covered by this Agreement shall be paid for by Subdivider pursuant to the City’s fee schedule as of the date the services are rendered.
17A. Subdivider shall pay the following types of fees at the times specified below in the amounts and at rates in effect at the time of payment (unless otherwise required by law or City ordinance):

A. Park-in-lieu fees (Quimby Act fees): $81,995. Fifty percent (50%) must be paid prior to and as a condition to approval of the final map; fifty percent (50%) must be paid prior to and as a condition to the issuance of any building permits.

B. Sewer Connection Fees: As required by Permit Sonoma and Sonoma Valley County Sanitation District, paid prior to issuance of sewer permit.

C. Water Connection Fees: The sum of the front foot charge, meter charge and capacity charge per the City’s Water Rate and Fee Schedule, paid prior to installation of water meter.

D. School Impact Fees: Paid to Sonoma Valley Unified School District prior to issuance of Building Permit.

E. Affordable housing in-lieu fee: $70,000 to be paid prior to and as a condition precedent to issuance of any building permit.

Agenda Item #7.4:

9 304603.v2
Subject to the above fee provisions, Subdivider shall pay fees required by the City’s Municipal Code, the conditions of Approval and/or state law at the time specified in the City’s Municipal Code, the conditions of Approval and/or state Subdivision Laws (whichever is earlier) and at the rates in effect at the time of payment (unless otherwise required by law or City ordinance).

18. If Subdivider refuses or fails to cause prosecution of the Work, or any severable part thereof, with such diligence as will ensure its completion within the time specified by this Agreement, or any extensions thereof, or fails to cause completion of said Work within such time; or if the Subdivider fails to timely cure any defects in the Improvements; or if the Subdivider should be adjudged bankrupt; or if Subdivider should make a general assignment for the benefit of Subdivider's creditors; or if a receiver should be appointed in the event of Subdivider's insolvency; or if Subdivider or any of Subdivider's contractors, subcontractors, agents, or employees should violate or fail to perform any of the provisions of this Agreement; then such acts, omissions and/or events shall constitute a material breach of and default under this Agreement, and City reserves to itself all remedies available to it at law or in equity for such breach, including but not limited to serving written notice on Subdivider and Subdivider's surety of breach of this Agreement, or of any portion thereof, and of the default of Subdivider.

19. In the event of any such notice of breach of this Agreement and the default of Subdivider, any surety providing Performance Security described in Section 21, below, shall be liable to City for the cost of construction and installation of the Improvements and Work and for costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred in enforcing this Agreement. In such event, and at the City’s option, Subdivider’s surety shall have the duty to take over, commence (if applicable) and complete the Work and Improvements or otherwise perform as is herein specified; provided, however, that if the surety, within the time period specified in the City’s notice of breach, does not give City written notice of its intention to take over the performance of this Agreement, and does not commence performance thereof within ten (10) days after notice to City of such election, City may elect to take over the Work and prosecute the same to completion, by contract with a new contractor or by any other method City may deem advisable, for the account and at the expense of Subdivider and Subdivider’s surety. In such event, City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Subdivider as may be onsite of the Work and necessary therefor, and by execution of this Agreement, Subdivider grants City permission to enter onto the Subdivision in such event as may be necessary or convenient to construct such Improvements. Should City proceed to have the work called for by this Agreement completed by entering into a contract with a new Contractor, City shall execute said contract for and on behalf of and as the agent of Subdivider. The City reserves to itself all remedies available to it at law or in equity for breach of Subdivider’s obligations under this Agreement. The City shall have the right, subject to this Section, to draw upon or utilize the appropriate security to mitigate the City’s damages in the event of default of Subdivider. The right of the City to draw upon or utilize the security is additional to and not in lieu of any other remedy available to City. It is specifically recognized that the estimated costs and security amounts may not reflect the actual cost of construction or installation of the Improvements and, therefore, Agenda Item #7.4:

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City’s damages for Subdivider’s default shall, in part, be measured by the cost of completing the required Improvements. The sums provided by the Improvement security may be used by City for the completion of the Public Improvements in accordance with the Improvement Plans and specifications contained herein. Subdivider and Subdivider's surety, and any person, partnership, entity, corporation, or association claiming any interest in the Subdivision and each of them, shall be liable to City for any costs, claims, damages, liability or expenses of whatever nature or kind, direct or indirect, including interest at the maximum rate allowed by law from the date of notification of such cost and expense until paid, and reasonable attorneys’ fees, which are directly or indirectly incurred by reason of the enforcement of this Agreement. Such amounts and interest accrued thereon shall constitute a lien on the Subdivision. Subdivider acknowledges and agrees that if the Improvements are not completed to the satisfaction of the City within the time specified by this Agreement, or any extension thereof, Subdivider fails to comply with any requirement imposed as a condition of the Approvals, or Subdivider fails to comply with any condition imposed under a third party permit, City, in addition to any other remedy it may have at law or in equity or as otherwise provided in this Agreement, may withhold occupancy certificates, utility connections, and/or building permits, until the Improvements have been completed in accordance with this Agreement, and as to any such permit, Subdivider waives any and all rights Subdivider may have under the California Permit Streamlining Act. Failure of Subdivider to comply with the terms of this Agreement shall constitute consent to the filing by the City of a notice of violation against all the lots in the Subdivision, or to rescind the Approvals or otherwise revert the Subdivision to acreage. The remedies provided by this section are in addition to, and not in lieu of, other remedies available to the City. Subdivider agrees that the choice of remedy or remedies for Subdivider’s breach shall be at the discretion of City. In the event that Subdivider fails to perform any obligation hereunder, Subdivider agrees to pay all costs and expenses incurred by City in securing performance of such obligations, including but not limited to fees and charges of architects, engineers, attorneys, other professionals, and court costs. The failure of City to take enforcement action with respect to a default, or to declare a breach, shall not be construed as a waiver of that default or breach or any subsequent default or breach of Subdivider. In the event that Subdivider commences work on none of the Improvements required to be constructed under this Agreement within the time period set forth in Section 1 hereof, such failure shall constitute a breach of this Agreement and permit the City to recover from Subdivider’s surety and/or utilize the performance security to pay for the costs of commencing and completing the Improvements and reasonable expenses and fees, including reasonable attorney’s fees incurred in enforcing this Agreement.

20. A. In the event of default by Subdivider, then irrespective of whether any Work has been undertaken pursuant to this Agreement, City may, without further notice to Subdivider or to its sureties, elect to initiate proceedings to revert the Subdivision to acreage.

B. In such event: (1) Subdivider shall conclusively be deemed to have consented to a reversion of the Subdivision to acreage and to a rescission of the Tentative Parcel Map and Parcel Map with respect thereto; (2) Subdivider shall execute and deliver such other and further instruments relating to such reversion and rescission as City shall reasonably request; and should Subdivider refuse to execute and deliver same, Subdivider hereby Agenda Item #7.4:

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appoints the City as Subdivider’s attorney in fact to execute and deliver said instruments in Subdivider’s name and stead which said instruments shall be binding upon Subdivider; (3) Subdivider shall be entirely responsible for the costs incurred in reverting the Subdivision to acreage and consents to the City utilizing any cash bond described below for that purpose; (4) Subdivider agrees and acknowledges that reverting the Subdivision to acreage pursuant hereto shall be deemed to be in full compliance with all applicable provisions of the law, including but not limited to Cal. Gov’t Code section 66499.11 et seq., that all conditions precedent to reverting the Subdivision to acreage have been completely satisfied, and that all findings required to be made under Cal. Gov’t Code section 66499.16 shall be deemed made and satisfied; and (5) after utilizing those portions of the monies deposited with the City by the Subdivider and/or those portions of the improvement security necessary to complete the Improvements and/or to otherwise place the Subdivision in a condition which will be the least detrimental to the City and neighboring properties, City shall release all improvement security and shall return to Subdivider the balance of any moneys held as security for the completion of the Improvements or any other Work which is the subject of this Agreement; provided, however, that the City shall not release said improvement security or refund any moneys held as security to the extent that (i) any demands against said securities are pending or likely to be made, (ii) Subdivider owes the City money for any reason, and/or (iii) Subdivider has not otherwise fully discharged its obligations under this Agreement which must be discharged notwithstanding the reversion to acreage, in which case the City shall be entitled to make demand against and pursue Subdivider’s surety for and/or pay to itself from the deposits held by the City for said contingencies. Notwithstanding anything to the contrary stated herein, Subdivider consents to the reversion of the Subdivision to one parcel under the terms and conditions hereof.

21. Subdivider shall, upon execution of this Agreement, deposit cash in the sum of $425,531 or satisfactory improvement security as provided by the State of California Subdivision Map Act and all applicable ordinances of City, in said amount to secure faithful performance of the construction of the public improvements covered by with this Agreement and every part thereof by Subdivider, which, if a bond, shall be in the form attached hereto as Exhibit B (“Performance Security”). Any additions, alterations, or modifications of this Agreement or to the plans and specifications referred to herein, including any extension of time within which the Work hereunder may be completed, shall not release, or exonerate any surety or sureties on the public improvement security given in connection with this Agreement.

22. Subdivider shall, upon execution of this Agreement, deposit with City cash in the sum of $425,531 or a satisfactory improvement security as provided by the State of California Subdivision Map Act and all applicable ordinances of City, in said amount to guarantee payment to contractors, subcontractors and persons renting equipment or furnishing labor or materials for the public improvements covered by this Agreement and every part thereof by Subdivider, which, if a bond, shall be in the form attached hereto as Exhibit C (“Payment Security”). Any additions, alterations, or modifications to this Agreement or to the plans and specifications referred to herein, including any extension of time within which the Work hereunder may be completed, shall not release, or exonerate any surety or sureties on the public improvement security given in connection with this Agreement.

Agenda Item #7.4:

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23. A. Any bonds submitted as the Securities shall be executed by a surety company authorized to conduct a surety business in California and shall be in a form as specified herein and approved by the City Attorney.

B. All Securities deposited as bonds under this Agreement shall be irrevocable, shall not be limited as to time (except as to the guarantee and warranty period), and shall provide that they may be released, in whole or part, only upon the written approval of the City Engineer, as provided under the Subdivision Laws and Section 23(D) below. All Securities shall expressly obligate the surety for any extension of time authorized by City for Subdivider’s completion of the Improvements, whether or not the surety is given notice of such an extension by City. No change, alteration, or addition to the terms of this Agreement or the plans and specifications incorporated herein shall in any manner affect the obligation of the sureties, except as required by the Subdivision Laws.

C. If Subdivider seeks to replace any of the Securities, such replacement shall: (1) comply with all requirements of this Agreement and must be reasonably satisfactory to and be approved by the City Attorney as to form; (2) be provided by Subdivider to the City Engineer; and (3) upon written acceptance by the City Engineer, be deemed to be a part of this Agreement. Upon the City Engineer’s acceptance of a replacement, the earlier provided Securities may be released by City.

D. The Securities required by this Agreement shall be released in accordance with the Subdivision Laws and the following provisions:
i. City shall release the Performance Security upon issuance of a Certificate of Completion by the City Engineer for all of the Improvements, or as may otherwise be authorized in accordance with the Subdivision Map Act (Gov. Code § 66499.7). ii. City shall release the Payment Security in accordance with the Subdivision Laws. The Payment Security may, six (6) months after the Certificate of Completion is issued by the City Engineer, be reduced to an amount equal to the amount of all claims filed and related to the Improvements of which notice has been given to City. The balance of the Payment Security shall be released upon the settlement of all claims and obligations for which the Payment Security was given.
iii. The Securities provided for guarantee and warranty of workmanship shall be released after one (1) year following the completion and acceptance of the Improvements, and inspection thereof by the City’s Construction Inspector, and approved by the City Engineer. If, however, the City Engineer determines there are defects in the Improvements that require correction pursuant to Section 15(B) above, and such defects are not corrected within a reasonable time, the City Engineer shall utilize the Securities to make all necessary corrections, including payment of reasonable expenses and fees and attorney’s fees in connection with enforcement of any provision of this Agreement.

E. Evidence of the Securities required by this Agreement shall be kept on file with the City Clerk. If the City Council gives specific, written approval to replace the Securities by another approved security, such replacement Securities shall be filed with the City Clerk and, upon filing, shall be deemed to be incorporated into this Agreement.

Agenda Item #7.4:

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Upon filing of replacement Securities with the City Clerk, the replaced Securities may be released.

24. Subdivider shall, upon execution of this Agreement, deposit with the City cash in the sum of $ $42,553, to pay for any necessary legal and administrative costs incurred by City to enforce the provisions of this Agreement. Should the Subdivider not comply with the provisions of this Agreement, the City may commence legal and administrative efforts to seek compliance, with the costs of said efforts to be paid, in whole or in part, from this deposit. In the event that the City is required to utilize said deposit for said purposes, upon 21 days’ notice, Subdivider shall replenish the deposit so that it remains in the amount of $ $42,553 until the time that the City is required to refund the deposit to Subdivider. Upon final acceptance of the Improvements, the cash deposit, or remaining portion thereof, will be returned to Subdivider. Notwithstanding the foregoing provisions of this Section, in any action or proceeding governed by Section 34 and/or 38, below, the City shall not be limited to recovering the amount of said deposit as and for the City’s attorneys’ fees, and the provisions of Sections 34 and/or 38 herein shall remain in full force and effect and apply to said action or proceeding.

25. A. The securities described in Section 21 through 22 shall be of the type specified in Government Code Section 66499.(a)(1), (2), or (3), and must be satisfactory to and be approved by the City Attorney as to form. The surety for each such security (herein “Surety”) shall (i) be currently admitted to transact surety insurance by the California Department of Insurance, (ii) have a Best’s Insurance Guide rating (herein a “Rating”) of no less than A-, when each such security is issued, and (iii) be approved by the City, with such approval not to be unreasonably withheld. Prior and as a condition precedent to the recordation of the Parcel Map, or any change in Surety hereunder, Subdivider shall deliver to the City the certificate of the County Clerk attesting to the admittance status of the Surety. The City shall be the sole indemnitee named on any instrument required by this Agreement.

B. In the event a Surety’s Rating is reduced below “A-” (a “Rating Event”) Subdivider shall have ten (10) business days from the date such rating actually drops below “A-” to present the City with bonds issued by one or more Sureties other than the one being replaced, which shall meet the criteria specified above in Section 25(A) (the “Replacement Surety”), regardless of the date Subdivider or City actually becomes aware of the Rating Event. In the event the Subdivider does not deliver to the City the security of a Replacement Surety within the ten (10) business day period provided hereunder, Subdivider’s work under this Agreement shall immediately cease and shall not re-commence until Subdivider has delivered security issued by such Replacement Surety to the City.

C. In the event that the Subdivider does not maintain, in full force and effect, the securities specified in Sections 21 through 22 until the later of final acceptance of the Improvements or the time at which the City is required to release said securities, and/or in the event that the Subdivider does not maintain and/or replenish the deposit specified in Sections 24 up until the time that the City is required to return any unused portion of said deposit, (a) Subdivider’s work under this Agreement shall immediately cease and shall not re-commence until Subdivider has delivered to the City the requisite security and/or Agenda Item #7.4:

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deposit, and (b) the City shall have the right to withhold certificates, permits and entitlements as provided in Section 19.

D. Certificates of deposit shall not be deemed to be satisfactory security unless such certificates provide that the City is the owner of record of such funds. In addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including attorney’s and expert’s fees incurred in enforcing the obligation secured.

26. Installation of the landscaping and irrigation system and all other related improvements shall be inspected by a registered landscape architect and certified in writing to City’s Planning and Community Services Director as being in compliance with approved plans and specifications and accepted practice prior to release of the applicable bond.

27. Without limiting Subdivider’s indemnification provided hereinbelow, Subdivider shall take out and maintain at all times during the term of this Agreement – except for Workers’ Compensation Insurance, vehicle coverage, and non-owned auto liability coverage, which shall all be taken out and maintained in accordance with this Agreement prior and as a condition precedent to issuance of the first grading or building permit for the Project -- the following policies of insurance with insurers with a Best rating of no less than A:XI:

A. Workers’ Compensation Insurance to cover its employees, and the Subdivider shall require all contractors and subcontractors similarly to provide Workers’ Compensation Insurance as required by the Labor Code of the State of California for all of the 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) days prior notice to the City.

In case any class of employees engaged in hazardous work under this Agreement is not protected under Workers’ Compensation statutes, the Subdivider shall provide, and shall cause its contractors and subcontractors to provide adequate and suitable insurance for the protection of its employees not otherwise protected. Such policy shall provide that it will not be canceled or altered without first giving thirty (30) days prior notice to the City.

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

B. Commercial General Liability Insurance including personal injury and property damage insurance for all activities of the Subdivider and its contractors and subcontractors arising out of or in connection with this contract, written on a commercial general liability form and issued on an occurrence basis including, but not limited to, Broad Form Property Damage, blanket contractual, products liability and completed operations, X,C,U hazards, vehicle coverage and non- owned auto liability coverage in an amount no less than $2 million dollars personal injury and property damage for each occurrence with a $4 million aggregate.

Agenda Item #7.4:

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Each such policy shall be endorsed with the following specific language:
(1) The City is named as additional insured for all liability arising out of the work performed by or on behalf of the named insured, and this policy protects the additional insured, its officers, agents, and employees against liability for personal and bodily injuries, deaths or property damage or destruction arising in any respect, directly, or indirectly, in the performance of the contract.
(2) The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
(3) The insurance provided is primary and no insurance held or owned by the City shall be called upon to contribute to a loss.
(4) The coverage provided by this policy shall not be canceled without thirty (30) days prior written notice given to the City.

C. Prior and as a condition precedent to the recordation of the Parcel Map, Subdivider shall submit to City documentation evidencing Subdivider’s required insurance including Certificates of Insurance and properly executed endorsements in a form at least as broad as ISO CG 26 04 13, ISO 20 01 04 13, and ISO CG 24 04 for the additional coverages required hereunder. Any deductible or self-insured retentions must be declared to and approved in writing by City. At the option of City, insurer shall reduce or eliminate such deductible or self-insured retention as respects City, its officers and employees or Subdivider shall procure a bond guaranteeing payment of losses and related investigation, claims, administration, and defense expenses. (1) Prior and as a condition precedent to issuance of the first grading or building permit for the Project, Subdivider shall submit to City documentation evidencing a properly executed endorsement in a form at least as broad as ISO CG 20 37 10 01.

D. Subdivider shall maintain Environmental Liability Insurance applicable to bodily injury, property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, cleanup costs, and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims, or compliance with statute, all in connection with any loss arising from the insured’s performance under this Agreement. Except with respect to the limits of insurance, and any rights or duties specifically assigned to the first named insured, this insurance must apply as if each named insured were the only named insured and separately to the additional insured against which claim is made or suit is brought. Coverage shall be maintained in an amount of at least Two Million Dollars ($2,000,000) per loss.

Subdivider warrants that any retroactive date applicable to Environmental Liability Insurance coverage under the policy is the same as or precedes the Effective Date of this Agenda Item #7.4:

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Agreement, and that continuous coverage will be maintained for a period of five (5) years beginning from the time the Work under this Agreement is completed or if coverage is cancelled for any reason the policies extended discovery period, if any, will be exercised for the maximum time allowed.

E. Subdivider shall not allow any contractor or subcontractor to commence work until similar insurance first shall have been so obtained by such contractor or subcontractor and approved by the City. Certificates shall be signed by a person authorized by the insurer, or insurers, to bind coverage on their behalf.

F. Subdivider shall ensure that the commercial general liability insurance includes or endorsed to include the following: Provision or endorsement stating that any failure to comply with reporting or other provisions of the policies including breaches of representations shall not affect coverage provided to the City, its officers, employees, agents, boards, commissions, and volunteers.

28. All notices herein required shall be in writing, and delivered in person or sent by overnight or registered mail, postage paid. Notice required to be given to City shall be addressed as follows:

City of Sonoma
No. 1 The Plaza
Sonoma, CA 95476
Attn: City Manager
With copy to: David Ruderman
City Attorney
Colantuono, Highsmith & Whatley, PC
670 W. Napa St., Suite F
Sonoma, CA 95476
Email: [email protected]
All notices required to be given to Subdivider shall be addressed as hereinbelow indicated:

Shahram Bijan
790 Rockbridge Rd.

Santa Barbara, CA 93108
Email: [email protected]
All notices required to be given to surety or guarantor of Subdivider shall be addressed as indicated on the instrument of improvement security incorporated herein by reference.

Any party hereto or the surety may change such address by notice in writing to the other parties and thereafter notice shall be addressed and transmitted to the new address.

Agenda Item #7.4:

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29. Time is of the essence of this Agreement and every provision thereof; provided, that subject to Section 1, in the event good cause is shown therefor, City may extend the time for completion of the Improvements by Subdivider. Any such extension may be granted without notice to the Subdivider's surety, and extensions granted shall not relieve the surety's liability on the bond to secure the faithful performance of this Agreement. The City shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an extension.

30. This Agreement may be amended or modified only by written agreement signed by both parties. Failure on the part of either party to enforce any provisions of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision(s) and shall not act to release any surety from its obligations under this Agreement.

31. This Agreement shall not be assigned by Subdivider without the written consent of City.

The consent of City to any assignment shall not be unreasonably withheld, conditioned or delayed, provided the proposed assignee (“Successor”) can demonstrate its ability to perform and complete the obligations of Subdivider under this Agreement, as determined by objective standards of financial capability, creditworthiness and experience required for such performance. The City shall have the right to compel the Successor to disclose all documents, information, and other material which, in the City’s reasonable discretion, may establish or tend to establish that the proposed Successor meets the standards specified hereinabove. Subject to subsection (5) below, no assignment permitted hereunder shall be complete until substitute security is provided by the Successor to fulfill its obligations under Sections 21 through 22 hereof. Provided that by no later than six (6) months prior to the expiration of the period specified in Section 1, above, Subdivider provides the City at least forty-five (45) days’ advance written notice of Subdivider’s intent to assign this Agreement and delivers that notice as well as all documents, information and other material requested by the City and sufficient to enable the City to exercise the discretion vested in it pursuant to this Section 31, no later than thirty (30) calendar days after the City receives the materials submitted by the Subdivider, the City shall deliver to the Subdivider a written determination whether the submitted materials are complete. If the City’s written determination is not delivered within said thirty (30) day period, the submission shall be deemed complete. If within said thirty (30) day period, the City delivers a notice to the Subdivider that the submitted materials are incomplete, the Subdivider shall have thirty (30) calendar days to submit the necessary, additional information and after timely submittal thereof, the City shall have thirty (30) calendar days within which to, again, deliver notice to the Subdivider whether the submitted materials are complete. If the Subdivider does not submit additional materials within thirty (30) calendar days after receiving the City’s determination of incompleteness, it shall be conclusively deemed that the Subdivider has withdrawn its request for consent to the assignment in question. Not later than forty-five (45) days after the Subdivider’s submittal is determined or deemed complete, the City shall accept or reject the proposed assignment. The existence of any legitimate dispute between City and Subdivider over the acceptance by City of any proposed Successor may, in City’s unfettered discretion, result in an extension of the time for performance of Subdivider’s obligations hereunder, as set forth in Section 1, equal to the amount of time required for resolution of such dispute. If the City consents to an assignment to any third-party subdivider or developer , this Agreement shall be deemed to have been amended to Agenda Item #7.4:

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provide: (1) that Successor shall be acknowledged by City to be the Subdivider hereunder; (2) that Successor shall assume all obligations of Subdivider hereunder; (3) that all Work and Improvements to which this Agreement relates shall be completed by Successor as required hereunder; (4) that the security for performance of Subdivider’s obligations hereunder, as provided in Sections 21 through 22 hereof, shall, at the election of Subdivider, consist of such security as the Successor shall post, subject to the City’s approval and as long as said substitute security complies with Sections 21 through 22; (5) that all cash security deposited with the City shall be retained by the City pursuant to the terms hereof and any balance owing to the Subdivider shall be paid to the Successor; (6) Subdivider shall remain jointly and severally responsible with the Successor for all of the Subdivider’s obligations hereunder; and (7) the Successor shall provide evidence that it has obtained the requisite insurance.

32. In the event either party hereto shall commence any legal action or proceeding against the other party arising out of or in connection with this Agreement, the party prevailing in said action or proceeding shall be entitled to recover, in addition to its cost of suit, reasonable attorneys' fees to be fixed by the court, and such recovery shall include costs of suit and attorneys' fees on appeal, if any. This provision shall be in addition to any provisions regarding attorney’s fees set forth in the bonds securing this Agreement.

33. Prior to the acceptance of any dedications or improvements by City, Subdivider shall provide City with a written warranty, in the form attached and incorporated hereto as Exhibit E (“Environmental Warranty”), to certify and warrant that: (1) neither the property to be dedicated nor Subdivider are in violation of any environmental law and neither the property to be dedicated nor the Subdivider are subject to any existing, pending or threatened investigation by any federal, state or local governmental authority under or in connection with environmental law. Neither Subdivider nor any third party will use, generate, manufacture, produce, or release, on, under, or about the property to be dedicated, any hazardous substance except in compliance with all applicable environmental laws; (2) Subdivider has not caused or permitted the release of, and has no knowledge of the release or presence of, any hazardous substance on the property to be dedicated or the migration of any hazardous substance from or to any other property adjacent to, or in the vicinity of, the property to be dedicated; and (3) Subdivider’s prior and present use of the property to be dedicated has not resulted in the release of any hazardous substance on the property to be dedicated. Subdivider shall give prompt written notice to City at the address set forth herein of:

A. Any proceeding or investigation by any federal, state, or local governmental authority with respect to the presence of any hazardous substance on the property to be dedicated or the migration thereof from or to any other property adjacent to, or in the vicinity of, the property to be dedicated.

B. Any claims made or threatened by any third party against City or the property to be dedicated relating to any loss or injury resulting from any hazardous substance; and C. Subdivider’s discovery of any occurrence or condition on any property adjoining or in the vicinity of the property to be dedicated that could cause the property to be dedicated or any part thereof to be subject to any restrictions on its ownership, Agenda Item #7.4:

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occupancy, use for the purpose for which it is intended, transferability or suit under any environmental law.

For purposes of this Agreement, the terms below have the following meanings:
i. “Environmental Laws” shall mean any federal, state, or local law, rule, regulation administrative or court order, ordinance, regulatory guidance document, standard, or requirements of any government authority regulating, relating to, or imposing liability standards of conduct concerning Hazardous Substances, or that pertains to the protection of human health or the environment, including, but not limited to, the Comprehensive Environmental Response, Conservation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.); the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.); the Clean Water Act (33 U.S.C. § 1251 et seq.); the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.); the Hazardous Materials Transportation Act (29049 U.S.C. § 1801 et seq.); the Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.); the Superfund Amendments and Reauthorization Act (42 U.S.C. § 6901 et seq.); the Clean Air Act (42 U.S.C. § 7401 et seq.); the Safe Drinking Water Act (42 U.S.C. § 300f et seq.); the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.); the Surface Mining Control and Reclamation Act (30 U.S.C. § 1201 et seq.); the Occupational Safety and Health Act (29 U.S.C. §§ 655, 657); the California Underground Storage of Hazardous Substances Act (Health and Safety Code, § 25280 et seq.); the California Hazardous Waste Control Act (Health and Safety Code, § 25100 et seq.); the California Safe Drinking Water and Toxic Enforcement Act (Health and Safety Code, § 24249.5 et seq.); and the Porter-Cologne Water Quality Control Act (Water Code, § 13000 et seq.); together with any amendments of or regulations promulgated under the statutes cited above. ii. “Hazardous Substances” or “Hazardous Substance” shall include any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as so defined under any Environmental Laws or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons, polychlorinated biphenyls (PCBs), radon gas, urea formaldehyde, asbestos, lead, or electromagnetic waves. Hazardous Substances include any hazardous or toxic substance, material or waste which is regulated by the State of California, the United States government, or any other governmental authority with jurisdiction over the Property. Hazardous Materials include asbestos and any other hazardous waste or substance which has, as of the date hereof, been determined to be hazardous or a pollutant by the U.S. Environmental Protection Agency, the U.S. Department of Transportation, or any instrumentality authorized to regulate substances in the environment which has jurisdiction over the Property which substance causes the Property (or any part thereof) to be in material violation of Environmental Laws.

34. City shall not be responsible for any of the Work, any Improvement or for performance or nonperformance of any Work of construction of any Improvement. To the fullest extent permitted by law, Subdivider, and each of its members, hereby agrees to, and shall defend, indemnify and hold City, its elective and appointive boards, commissions, officers, agents, and employees harmless from and against any and all allegations, claims, Agenda Item #7.4:

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damages, disabilities, or expenses, including attorneys’ fees, experts’ fees, and witness costs that may be asserted or incurred, as the case may be, by any person or entity, including liability for damages or claims for damage for personal injury, or death, as well as from claims for real or personal property damage arising out of or in connection with (i) the activities of Subdivider in performing any Work on any Improvement addressed in this Agreement, (ii) Subdivider’s performance or non-performance under this Agreement, (iii) Subdivider’s breaches of this Agreement, (iv) the City’s approval of this Agreement (except for any claims Subdivider may have against the City for City’s breach of this Agreement), (v) the City’s compliance or non-compliance with the California Environmental Quality Act or any other law applicable to the approval, processing and implementation of the Subdivision, the Approvals, this Agreement, the Improvements and/or Work, (vi) any soils subsidence, landslides or soil movement arising out of Subdivider’s activities hereunder; (vii) Subdivider’s handling, releasing, disposing, transporting or arranging for the handling, releasing, disposing or transporting of any hazardous wastes, substances or materials as those terms may be defined by any law, ordinance and/or regulation of any regulatory agency with jurisdiction; and/or (viii) Subdivider’s violation of any law, ordinance or regulation, whether or not there is concurrent, passive negligence on the part of the City, its elective and appointive boards, commissions, officers, agents, and employees, and regardless of the City’s approval of the Plans or City’s inspection, approval or acceptance of the Improvements and notwithstanding any limitation on the amount or type of damages or compensation payable by or for Subdivider under Workers’ Compensation, Disability, or other employee benefit acts, the acceptance of insurance certificates required under this Agreement, or the terms, applicability, or limitations of any insurance held by Subdivider. This indemnification clause also shall apply to any case where the Work performed is done under a contract entered into by the City as agent of Subdivider and such Work is the proximate cause of any claim against City, and to any cause of action against the City arising from the negligent provision of designs for, or the negligent construction, performance, testing, planning, observation, or supervision of, any Work required by this Agreement. Subdivider indemnifies the City for any liability, cost, expense, including attorney’s fees, incurred by the City in enforcing this Section 34. This Section 34 shall survive termination of this Agreement for any reason. Acceptance by City of the Improvements shall not constitute an assumption by City of any responsibility for damage covered by this Section.

After acceptance of the Improvements, the Subdivider shall remain obligated to eliminate any defect in design or dangerous condition caused by a latent design or construction defect. Provisions of this Section 34 shall remain in full force and effect for ten (10) years following acceptance by City of the Improvements. It is the intent of this section that Subdivider shall be responsible for all liability for design and construction of the Improvements installed or Work done pursuant to this Agreement and that City shall not be liable for any negligence, nonfeasance, misfeasance, or malfeasance in approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing, or inspecting any Work. The Securities shall not be required to cover the provisions of this section.

35. City shall not be liable for approving, reviewing, checking, or correcting any Plans or specifications or for approving, reviewing, or inspecting any Work. Nothing contained in Agenda Item #7.4:

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this section is intended to, or shall be deemed to, limit or waive any protections or immunities afforded by law to City or City’s Agents (defined below) for the approval of the Plan or design of the Improvements, including but not limited to the protections and immunities afforded by Government Code section 830.6.

36. Subdivider shall have sole responsibility for making all arrangements and assuming all expenses that may be required to provide the Subdivision with utilities. All utilities, including cable television facilities, shall be installed underground. All utilities to be located in streets shall be installed and approved prior to installing street improvements.

Subdivider shall be solely responsible and assume all liability for any delays, or damages arising therefrom, caused by utility companies in relocating, installing, establishing, and/or constructing utility lines, cables, trenches, and/or facilities of any type. Subdivider shall release, defend, indemnify, and hold City harmless from any such liability, irrespective of City’s passive negligence.

37. All utilities to be located in streets shall be installed and approved prior to installing street improvements.

38. The Subdivider shall indemnify the City in accordance with the terms and conditions of Government Code § 66474.9(b). This Section shall survive the termination of this Agreement for any reason.

39. This Agreement shall be binding upon and inure to the benefit of the parties’ successors, heirs, and assigns, and by the recordation hereof (or the recordation of a memorandum hereof subject to the City’s approval) (which said recordation shall be effected by the City), it is the intention of the parties to give notice to and bind their successors, heirs and assigns hereto. The parties intend that this Agreement and its terms and conditions shall run with the land and shall be deemed a covenant running with the land and an equitable servitude. This Section 39 shall survive termination of this Agreement for any reason.

40. Under Condition of Approval #51 approved as part of Planning Commission Resolution No. 11-2019, Subdivider is required to create a homeowners association by, in part, preparing and recording covenants, conditions and restrictions (“CC&R’s”) approved by the City Attorney and others. Said Condition of Approval requires that the CC&R’s be approved and recorded prior to the approval of the final, parcel map. However, the City and Subdivider are agreeable to having the CC&R’s recorded at a later time. Hence, the Subdivider shall record the approved CC&R’s prior to the sale of any lot in the Subdivision or prior to the issuance of any building permit, whichever occurs first.

41. Jurisdiction and venue of all disputes over this Agreement and/or its terms shall be in the County of Sonoma, State of California. The validity, interpretation and performance of this Agreement shall be controlled by and construed pursuant to the laws of the State of California.

42. The Recitals are incorporated by reference.

43. Neither Subdivider nor any of Subdivider’s agents or contractors are or shall be considered to be agents of City in connection with the performance of Subdivider’s Agenda Item #7.4:

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obligations under this Agreement. City’s elected and appointed councils, commissions, officers, agents, employees, and representatives (“City’s Agents”) shall not, be liable or responsible for any accident, loss, or damage, regardless of the cause, happening or occurring to the Work or Improvements specified in this Agreement prior to the completion and acceptance of the Work or Improvements. All such risks shall be the responsibility of and are hereby expressly assumed by Subdivider.

44. Nothing contained in this Agreement shall preclude City from expending monies pursuant to agreements concurrently or previously executed between the Parties, or from entering into agreements with other subdividers for the apportionment of costs of water and sewer mains, or other improvements, pursuant to the provisions of City ordinances providing therefore, nor shall anything in this Agreement commit City to any such apportionment.

45. Pursuant to Cal. Gov’t Code section 84308, Subdivider warrants and represents that neither Subdivider nor any of his agents, employees and/or representatives have made or will make any contribution of more than two hundred fifty dollars ($250) to any City of Sonoma Councilmember during the twelve (12) months preceding or the twelve (12)months subsequent to the date upon which the City Council approves this Agreement and the final parcel map.

46. Subdivider, its agents, employees, contractors, and subcontractors shall comply with all federal, state, and local laws in the performance of the Work required by this Agreement, including but not limited to all Subdivision Laws, Improvement Standards, and all federal, State, and local labor laws. In the event it is determined that Subdivider is required to pay prevailing wages for Work performed under this Agreement, Subdivider shall pay all penalties and wages as required and shall indemnify City in accordance with Section 38 above.

47. Subdivider, its agents, employees, contractors, and subcontractors shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin in connection with or related to the performance of this Agreement. Subdivider shall expressly require compliance with the provisions of this Section in all agreements with contractors and subcontractors for the performance of the improvements hereunder.

48. If any provision of this Agreement is held invalid by a court of competent jurisdiction, or if any provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, which becomes effective after the Effective Date of this Agreement, the remaining provisions shall continue in full force and effect and shall be construed to give effect to the intent of this Agreement.

49. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of the same or a different provision of this Agreement. No party shall be deemed to have made any such waiver unless it is in writing and signed by the party so waiving.

Agenda Item #7.4:

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50. Any approval or consent that is to be given by City under this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on City.

51. Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” or “can” are permissive.

52. Intentionally left blank.

53. Performance of this Agreement shall not be construed to vest Subdivider’s rights with respect to any change in any zoning or building law or ordinance.

54. The parties acknowledge and agree that the Subdivider is required to enter a Stormwater Management Agreement acceptable to the City. Said Stormwater Management Agreement shall be executed and recorded prior to the earlier of the (i) sale of the first residential lot in the Subdivision, or (ii) the City’s issuance of the first building permit for the Subdivision (which said recordation shall be a condition precedent to the sale of that lot and issuance of that permit, respectively).

55. It is agreed and acknowledged by Subdivider that the provisions of this Agreement have been arrived at through negotiation, and that Subdivider has had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal counsel. Therefore, the normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.

56. Each party acknowledges that it has reviewed this Agreement with its own legal counsel, and based upon the advice of that counsel, freely entered into this Agreement.

57. The parties warrant and represent that they have the power and authority to enter into this Agreement and the names, titles and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by the state or federal law in order to enter into this Agreement have been fully complied with.

58. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.

59. This Agreement may be amended only by a written instrument signed by the Parties.

Subdivider shall bear all costs of amendments to this Agreement that are requested by Subdivider. Any approval or consent that is to be given by City pursuant to this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on City.

60. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement.

Agenda Item #7.4:

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61. All exhibits attached hereto are incorporated into this Agreement:

Exhibit A: Legal Description
Exhibit B: Performance Security
Exhibit C: Payment Security
Exhibit D: Maintenance Warranty
Exhibit E: Environmental Warranty
Exhibit F: Form of Maintenance Bond

62. Notwithstanding the provisions and additional agreements, instruments or documents required herein, this Agreement, together with its specific references, attachments, and Exhibits, constitute all of the agreements, understandings, representations, conditions, warranties, and covenants made by and between the parties regarding the construction, installation and warranty of the Improvements and the Improvements. Neither party shall be liable for any representations made, express or implied, not specifically set forth herein. It is the intention of the parties that this Agreement shall supersede any prior agreements, discussions, commitments, representations, or agreements, written, electronic or oral, between the parties with respect to the construction, installation and warranty of the Improvements and the Work.

IN WITNESS WHEREOF the parties execute this Agreement on the date first written above.

City of Sonoma
By:
____________________________, City Manager
Approved as to form:

By: Dated:

David Ruderman, City Attorney
Subdivider
BIJAN 2019 FAMILY TRUST,
DATED MARCH 26, 2019
By:___________________________________________
Name: Shahram Bijan
Title: Trustee
Date:_____________________________________
Agenda Item #7.4:

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By:____________________________________________
Name: Brittany Bijan
Title: Trustee
Date:_____________________________________
Approved as to form:

By: Dated:

Name:__________________________
Attorneys for Subdivider
NOTE: All signatures of Party officers must be notarized.

NOTE: Subdivider signatures must be notarized. If the Subdivider executing this Agreement is a corporation, a certified copy of the bylaws or resolution of the board of directors authorizing said corporation to execute this Agreement shall be provided; and at least two corporate officers must execute this Agreement.

Agenda Item #7.4:

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State of California }
} ss:

County of }
On , before me, , a Notary Public,
personally appeared who 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 she/he/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(ies) 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.

WITNESS my hand and official seal.
, Notary Public
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.

Agenda Item #7.4:

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EXHIBIT A: Legal Description
All that certain real property situated in the City of Sonoma, County of Sonoma, State of California, described as follows:

BEGINNING AT A POINT IN THE EASTERLY LINE OF LOT NO. 182, DISTANT THEREON FIFTY (50) FEET NORTHERLY FROM THE SOUTH EAST CORNER THEREOF, AND

RUNNING THENCE NORTHERLY ALONG AND WITH SAID EASTERLY LINE OF SAID LOT A DISTANCE OF FIFTY (50) FEET TO A POINT; THENCE WESTERLY AND

PARALLEL WITH THE SOUTHERLY BOUNDARY LINE OF SAID LOT A DISTANCE OF THREE HUNDRED (300) FEET TO LOT NO. 183; THENCE SOUTHERLY, ALONG AND WITH THE EASTERLY LINE OF SAID LOT NO. 183, A DISTANCE OF FIFTY (50) FEET, AND THENCE EASTERLY, IN A STRAIGHT LINE, THREE HUNDRED (300) FEET, TO THE POINT OF BEGINNING. BEING A PART OF SAID LOT NO. 182, AND SO MUCH OF

THE STREET KNOWN AS FIRST STREET WEST, AS LIES IMMEDIATELY WEST OF THAT PART OF SAID LOT NO. 182, HEREBY CONVEYED.

APN: 121-181-004
Agenda Item #7.4:

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EXHIBIT B: Performance Security

FAITHFUL PERFORMANCE BOND
WHEREAS, the City Council of the City of Sonoma, State of California, and _______________________________ (hereinafter designated as “principal”) have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement identified as ________________________, is hereby referred to and made a part hereof; and
WHEREAS, said principal is required under the terms of said agreement to furnish a bond for the faithful performance of said agreement.

NOW, THEREFORE, we, the principal and ____________________, as surety, are held and firmly bound unto the City of Sonoma hereinafter called (“City”), in the penal sum of _____________________________________________ dollars ($__________________) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications.

Agenda Item #7.4:

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IN WITNESS WHEREOF, this faithful performance bond has been duly executed by the principal and surety above named, on _______________________, 2022. _______________________________ ________________________________ Name of Surety Principal
By:_____________________________
Title: ___________________________
____________________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_____________________________ Telephone No. of Surety
Title: ___________________________
By: _________________________________
Attorney in Fact
NOTE: If principal is a partnership, all partners should execute the bond.

IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence that the appointment as attorney in fact has been recorded in __________________ County.

MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.”
APPROVAL: Bonds must be approved by City.

REQUEST TO INSURER TO SUBMIT DOCUMENTS: Execution of this document shall constitute the City’s formal request to the insurer to provide the City with an original of a certificate from the clerk of ___________________ County that the certificate of authority of the insurer has not been surrendered, revoked, canceled, annulled, or suspended or, in the event that it has, that renewed authority has been granted.

POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond that it covers.

Agenda Item #7.4:

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EXHIBIT C: Payment Security

PAYMENT BOND
WHEREAS, the City Council of the City of Sonoma, State of California, and ______________________________(hereinafter designated as “principal”) have entered into an agreement whereby principal agrees to install and complete certain designated public improvements, which said agreement, dated __________________ 2022, and identified as _______________________, is hereby referred to and made a part hereof; and WHEREAS, Under the terms of said agreement, principal is required before entering upon the performance of the work, to file a good and sufficient payment bond with the City of Sonoma to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California.

NOW, THEREFORE, said principal and the undersigned as corporate surety, are held firmly bound unto the City of Sonoma and all contractors, subcontractors, laborers, materialmen and other persons employed in the performance of the aforesaid agreement and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the sum of _____________________________________ dollars ($________), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that the surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney fees, incurred by City in successfully enforcing the obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Should the condition of this bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.

The surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

Agenda Item #7.4:

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IN WITNESS WHEREOF, this payment bond has been duly executed by the principal and surety above named, on ____________________, 2022.
_______________________________ _______________________________ Name of Surety Principal
By:_____________________________
Title: ___________________________
____________________________________
____________________________________
Mailing Address of Surety and
_____________________________________ By:_____________________________ Telephone No. of Surety
Title: ___________________________
By: _________________________________
Attorney in Fact
NOTE: If principal is a partnership, all partners should execute the bond.

IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence that the appointment as attorney in fact has been recorded in __________________ County.

MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.”
APPROVAL: Bonds must be approved by City.

REQUEST TO INSURER TO SUBMIT DOCUMENTS: Execution of this document shall constitute the City’s formal request to the insurer to provide the City with an original of a certificate from the clerk of ____________________County that the certificate of authority of the insurer has not been surrendered, revoked, canceled, annulled, or suspended or, in the event that it has, that renewed authority has been granted.

POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond that it covers.

Agenda Item #7.4:

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304603.v2
EXHIBIT D: Maintenance Warranty

SUBDIVISION MAINTENANCE WARRANTY
To the City of Sonoma for construction of ______________________ (“Project”).

The undersigned (“Contractor”) guarantees all construction performed on this project and also guarantees all material and equipment incorporated therein.

Contractor hereby grants to City for a period of one (1) year following the date of final acceptance of the Work, its unconditional warranty of the quality and adequacy of all of the Work including, without limitation, all labor, materials and equipment provided by Contractor and its Subcontractors of all tiers in connection with the Work performed in completing the Project.

Neither final payment nor use or occupancy of the Work performed by the Contractor shall constitute an acceptance of Work not done in accordance with this Agreement or relieve Contractor of liability in respect to any express warranties or responsibilities for faulty materials or workmanship. Contractor shall remedy any defects in the Work and pay for any damage resulting therefrom which shall appear within one (1) year, or longer if specified, from the date of final acceptance.

Should any of the contingencies described in the fourth sentence of Section 16(B) of the Subdivision Improvement Agreement (“SIA”) to which this Exhibit is attached occur, should any of the materials or equipment prove defective or should the Work as a whole prove defective, due to faulty workmanship, material furnished or methods or installation, or should the Work or any part thereof fail to operate properly as originally intended and in accordance with the SIA due to any of the above causes within one (1) year after date of final acceptance, the Contractor shall:
(1) reimburse the City, within 30 days of receipt of the City’s demand, for its expenses (plus 15%) incurred in restoring said Work to the condition contemplated in the SIA, including the cost of any such equipment or materials replaced and the cost of removing and replacing any other work necessary to make such replacement or repairs, or
(2) upon demand by the City, replace any such material and to immediately repair said Work completely without cost to the City so that said Work will function successfully as originally contemplated.

Inspection of the work shall not relieve the Contractor of any of its obligations under the SIA.

Even though equipment, materials, or work required to be provided under the SIA have been inspected, accepted, and estimated for payment, the Contractor shall, at its own expense, replace or repair any such equipment, material, or work found to be defective or otherwise not to comply with the requirements of the SIA up to the end of the guaranty period specified herein.

Agenda Item #7.4:

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304603.v2
The City shall have the unqualified option to make any needed replacement or repairs itself or to have such replacements or repairs done by the Contractor. In the event the City elects to have said work performed by the Contractor, the Contractor shall make such repairs within a reasonable period of time after the receipt of demand from the City; provided, however, that in no event shall such period exceed twenty-five (25) days.
________________________________ Dated:_____________________ Agenda Item #7.4:

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Agenda Item #7.4:

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EXHIBIT E: Environmental Warranty

ENVIRONMENTAL WARRANTY
Subdivision No. ______, _____________________ Project
As a condition precedent to acceptance of the dedications and Required Improvements to be conveyed by _________________________________ (“Subdivider”), to the City of Sonoma, a California municipal corporation (“City”) for the ____________________ project, pursuant to and using those same defined terms in the Subdivision Improvement Agreement dated ________________, 2023, Subdivider hereby warrants to City that to the best of Subdivider’s knowledge:

1. Neither the Subject Property nor Subdivider are in violation of any Environmental Law, and neither the Subject Property nor Subdivider are subject to any existing, pending or threatened investigation by any federal, state, or local governmental authority under or in connection with any Environmental Law relating to the Subject Property.

2. Neither Subdivider nor any third person operating pursuant to a contract with Subdivider or any of its agents, contractors, or subcontractors or otherwise under Subdivider’s control has or will use, generate, manufacture, produce, or release, on, under, or about the Subject Property, any Hazardous Substance, except in compliance with all applicable environmental laws.

3. Subdivider has not caused or permitted the release of, and has no knowledge of the release or presence of, any Hazardous Substance on the Property or the migration of any Hazardous Substance from or to any other property adjacent to, or in the vicinity of, the Subject Property.

4. Subdivider’s prior and present use of the Property has not resulted in the release of any Hazardous Substance on the Subject Property.

All persons executing this warranty hereby represent and warrant to City that the signatories hereto have the legal power, right and authority to execute this warranty on behalf of the Subdivider and that the signatories hereto have sufficient knowledge or expertise, either personally, through reasonable inspection or investigation of the property, or through reasonable reliance upon the investigation and professional opinion of Subdivider’s environmental experts, to make the representations herein, and that no consent of any other party is required to execute this warranty and make the representations herein on behalf of the Subdivider to City.

The undersigned declares under penalty of perjury that the foregoing is true and correct.

Subdivider
Agenda Item #7.4:

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_______________________________ Dated:___________________ Agenda Item #7.4:

BEV_SIA May 2022 37
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EXHIBIT F

MAINTENANCE (GUARANTEE) BOND
[SUBDIVISION IMPROVEMENT AGREEMENT]
KNOW ALL PERSONS BY THESE PRESENTS, that the City of
(hereinafter designated as "City"), a municipal corporation located in the County of , State of California, and (hereinafter
designated as "Principal") entered into a subdivision improvement agreement (“SIA”) on the day of 2022, whereby Principal agreed to complete the improvements more particularly described in the SIA, which said SIA is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said contract to furnish a bond conditioned to guarantee the maintenance of those improvements ("said improvements") for a period of 1 year(s) from the date of acceptance of said improvements by the City, against all defects in workmanship and materials which may become apparent during said period.

NOW, THEREFORE, we, the Principal and , as
Surety, are held and firmly bound unto the City in the penal sum of Dollars ($ ) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. This penal sum shall not be less than ten percent (10%) of the amount specified in Section 23 of the SIA.

THE CONDITION of this obligation is such that if the said Principal shall faithfully carry out and perform said guaranty in accordance with the terms of said specifications and shall, on due notice, promptly repair and make good at its own expense all defects of material or workmanship in the said work which may develop or become apparent during the 1 year period beginning from the effective date of City acceptance of said improvements by the City Council, or shall pay over, make good and reimburse to the City all loss, expense, overhead, and damage which the City may sustain by reason of failure or defect of said Principal so to do, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

AS PART OF THE OBLIGATION secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

THE SURETY HEREBY STIPULATES AND AGREES that no change, extension of time, alteration or addition to the terms of the SIA or the work to be performed thereunder of the Agenda Item #7.4:

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specifications accompanying the same shall in any way effect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications.

IN WITNESS WHEREOF, the above bounden parties have executed this instrument under their seals this day of , , the name and
corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

NOTE: To be signed by Principal and
Surety and acknowledgment and notarial
seal attached.
[Attach Notary Acknowledgment]
_________________________
_________________________
_________________________
_________________________
Principal
By ______________________
[Attach Notary Acknowledgment]
_________________________
Surety
__________________________
__________________________
Address of Surety
___________________________
The form of the above bond is approved this _____ day of _____________________________. ____________________________
Attorney for the City of ________
Agenda Item #7.4:

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UNIT 6 UNIT 5 UNIT 2
UNIT 1
(EX BLDG)
UNIT 4 UNIT 3

LOCATION MAP

SUBDIVISION IMPROVEMENT PLAN FOR
1211 BROADWAY
1211 BROADWAY
Sonoma, California
APN 128-181-004

OVERALL SITE PLAN BROADWAY
CITY
OF
SONOMA
SITE
OWNER

BENCHMARK
GRADING QUANTITIES:

Area of Disturbance = 0.46 Acres

SHEET INDEX
CITY REFERENCE # C

ABBREVIATIONS
LEGEND
APPROVED:
, City Engineer Date
R.C.E. 76103
REVIEWED:

Department Initials Date
Building
Planning
Fire
City of Sonoma**
** City approval is valid for 2 years from date of City Engineer approval. If encroachment permit for the improvements are not secured within 2 years, plans are subject to subsequent review and approval.

ACCEPTED BY:

Public Works Inspector Date
City of Sonoma
CX.X
X
RECORD PLAN 1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater TITLE SHEET C1.0
HATCHING LEGEND:

Agenda Item #7.4:

1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater

GRADING NOTES

RAINY SEASON OPERATIONS

YEAR ROUND REQUIREMENTS
EROSION PREVENTION AND SEDIMENT CONTROL NOTES:
“ ” “ ”
“ ”
“ ”
Encroachment Permits

GENERAL SEWER CONSTRUCTION NOTES

FIRE UTILITY NOTES
ADDITIONAL CONSTRUCTION NOTES:

WATER SYSTEM CONSTRUCTION NOTES
GENERAL CONSTRUCTION NOTES: NOTES
C1.1
Agenda Item #7.4:

1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater FIRE CODE MITIGATION MEASURES C1.2
Agenda Item #7.4:

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W

W BROADWAY
3 EXISTING CONDITION &

DEMOLITION PLAN
DEMOLITION LEGEND: 1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater 1 1 1
1 2
2 1 EXISTING CONDITION & DEMOLITION PLAN
C2.0

TREE PROTECTION
3 Agenda Item #7.4:

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G MATCHLINE - SEE ABOVE FOR CONTINUATION

S BROADWAY

PROPOSED PROPOSED
UNIT 4

PROPOSED
UNIT 3

PROPOSED
UNIT 2

60.00 SLAB
1 59.00 PAD 1 1 1

60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD
C6.0
6 C6.0
9 C6.0
10 S

PROPOSED
UNIT 6

PROPOSED
UNIT 5

PROPOSED
1 1

60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD
C6.0
5 C6.0
9 1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater MATCHLINE - SEE ABOVE FOR CONTINUATION

GRADING, DRAINAGE & SIGNAGE PLAN MATCHLINE - SEE BELOW FOR CONTINUATION

FRONTAGE IMPROVEMENTS

UNDER SEPARATE PERMIT

GRADING, DRAINAGE & SIGNAGE PLAN
C3.0
HATCHING LEGEND:
1 KEY NOTES:

DEMOLITION LEGEND:
2 3
” ®
3 3
C6.0
8 C6.0
8 Agenda Item #7.4:

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E E
E
E E

E E BROADWAY MATCHLINE - SEE ABOVE FOR CONTINUATION

PROPOSED
UNIT 4

PROPOSED
UNIT 3

PROPOSED
UNIT 2

60.00 SLAB

59.00 PAD 1

60.00 SLAB

59.00 PAD 1 1

60.00 SLAB

59.00 PAD
S
E E

PROPOSED
UNIT 6

PROPOSED
UNIT 5

PROPOSED
UNIT 4
1 60.00 SLAB

59.00 PAD
1 60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD 1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater NOTE: MATCHLINE - SEE BELOW FOR CONTINUATION

UTILITY PLAN
HATCHING LEGEND: UTILITY PLAN
C4.0

STORM DRAIN SCHEDULE
” ®
1 WATER LEGEND & SCHEDULE*
KEY NOTES: ALL WORK WITHIN ROW (UNDER SEPARATE PERMIT) SEE FRONTAGE IMPROVEMENTS PLANS 2 MATCHLINE - SEE ABOVE FOR CONTINUATION

SANITARY SEWER SCHEDULE (USP)
3 ” ®
3 4
3 C6.0
8 C6.0
8 5
5 5
3 3
3 3
C6.0
7 Agenda Item #7.4:

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W MATCHLINE - SEE ABOVE FOR CONTINUATION
S
C6.0
3 C6.0
2 C6.0
4 MATCHLINE - SEE ABOVE FOR CONTINUATION BROADWAY

PROPOSED
UNIT 4

PROPOSED
UNIT 3

PROPOSED
UNIT 2

60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD
S
C6.0
4 C6.0
3 C6.0
1 PROPOSED
UNIT 6

PROPOSED
UNIT 5

PROPOSED

60.00 SLAB

59.00 PAD

60.00 SLAB

59.00 PAD MATCHLINE - SEE ABOVE FOR CONTINUATION 1211 BROADWAY . adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater MATCHLINE - SEE BELOW FOR CONTINUATION

EROSION & SEDIMENT

CONTROL PLAN EROSION & SEDIMENT CONTROL PLAN
C5.0
HATCHING LEGEND: ALL WORK WITHIN ROW (UNDER SEPARATE PERMIT) SEE FRONTAGE IMPROVEMENTS PLANS Agenda Item #7.4:

1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater (TYPE "ABOVE GRADE"

WITH STRAW BALES)

CONCRETE

WASHOUT

PLYWOOD
48"x24"

PAINTED WHITE
BLACK
LETTER
6" HEIGHT

0.5" LAG
SCREWS

WOOD POST
3"x3"x8'
10' MIN VARIES
10 MIL.

PLASTIC LINING

STRAW BALE
(TYP) 4"
2"
1/8" DIA

STEEL WIRE
STAKE
(TYP)

STAPLES
(2 PER BALE)

NATIVE MATERIAL
(OPTIONAL)
10 MIL

PLASTIC

LINING BIDING
WIRE

WOOD OR

METAL STAKES
(2 PER BALE)
NOTE:

1. ACTUAL LAYOUT DETERMINED IN FIELD.

2. THE CONCRETE WASHOUT SIGN SHALL BE INSTALLED WITHIN 30 FT. OF THE TEMPORARY CONCRETE WASHOUT FACILITY A A' 3' 3'
CONCRETE WASHOUT 1 NTS
PLAN

STAPLE DETAIL SIGN DETAIL (OR EQUAL)

SECTION A-A
FLOW
FLOW

FILTER FABRIC FLOW
FLOW

DIVERSION RIDGE
NOTES:
3"-6" CRUSHED AGGREGATE
(MIN) 12" THICK ON

GEOTEXTILE FABRIC

SEDIMENT BARRIER
(STRAW WATTLE CHECK

DAM TYPE SHOWN)
2% OR GREATER

EXISTING
PAVED

ROADWAY

DIVERSION RIDGE

REQUIRED WHERE
GRADE EXCEEDS 2%

SUPPLY WATER

TO WASH WHEELS

IF NECESSARY
A A'

TEMPORARY GRAVEL
CONSTRUCTION ENTRANCE / EXIT 2
PLAN
NTS

SECTION A-A
20' RFLOW WIDTH OF DRIVEWAY (SEE PLAN)
50' (MIN)
FLOW

PONDING HT
NOTES:

1. INLET SEDIMENT BARRIERS ARE TO BE USED FOR SMALL, NEARLY LEVEL DRAINAGE AREAS. (LESS THAN 5%.)

2. USE 1X4 WOOD OR EQUIVALENT METAL STAKES, (3 FT MIN LENGTH).

3. THE TOP OF THE FRAME (PONDING HEIGHT) MUST BE WELL BELOW

THE GROUND ELEVATION DOWNSLOPE TO PREVENT RUNOFF FROM
BY-PASSING THE INLET. A TEMPORARY DIKE MAY BE NECESSARY ON THE DOWNSLOPE SIDE OF THE STRUCTURE.

4. GRAVEL BAGS TO BE USED IN LIEU OF STRAW WATTLE AFTER PAVEMENT HAS BEEN INSTALLED.

STRAW WATTLE STAKE (TYP)

STAKE (TYP)
INLET SEDIMENT BARRIER 3 NTS

LESS THAN
5% SLOPE
INLET
A
A

SECTION A-A
PLAN

OPTIONAL GRAVEL BAG,
SEE NOTE 4
DRAIN
GRATE
20' - 30'
3"-5"
6-12 FEET
NOTES:

1. STRAW WATTLES ARE TUBES MADE FROM STRAW AND BOUND W/ BIO-DEGRADABLE WRAPPED NETTING. THEY ARE APPROXIMATELY 8" DIA AND 20 - 30 FT LONG.

2. STRAW WATTLES TRAP SEDIMENT AND REDUCE SHEET & RILL EROSION BY

REDUCING SLOPE GRADIENT, INCREASING INFILTRATION RATES AND BY PRODUCING A FAVORABLE ENVIRONMENT FOR PLANT ESTABLISHMENT.

3. STRAW WATTLE INSTALLATION REQUIRES THE PLACEMENT AND SECURE STAKING OF THE WATTLE IN A TRENCH, 3" - 5" DEEP, DUG ON CONTOUR.

RUNOFF MUST NOT BE ALLOWED TO RUN UNDER OR AROUND WATTLE.

STRAW WATTLES MUST BE

PLACED ALONG SLOPE

CONTOURS

SEDIMENT, ORGANIC MATTER, AND

NATIVE SEEDS ARE CAPTURED BEHIND
THE WATTLES. INSPECT AND REMOVE

ACCUMULATED MATERIAL AFTER EACH
STORM EVENT.
1" X 1" STAKE OR
REBAR
@ 3'-4' OC

STRAW WATTLES

TIGHTLY ABUT
STRAW WATTLE 4 NTS

STRAW WATTLES
(CONSTRUCTION SPECIFICATIONS)

PREPARE SLOPE BEFORE THE
WATTLING PROCEDURE IS STARTED.

SHALLOW GULLIES SHOULD BE
SMOOTHED AS WORK PROGRESSES.

DIG SMALL TRENCHES ACROSS SLOPE
ON CONTOUR, TO PLACE WATTLES IN.

THE TRENCH SHOULD BE DEEP

ENOUGH TO ACCOMMODATE HALF
THE THICKNESS OF THE WATTLE.

WHEN THE SOIL IS LOOSE AND

UNCOMPACTED, THE TRENCH

SHOULD BE DEEP ENOUGH TO BURY
THE WATTLE 2/3 OF ITS THICKNESS
BECAUSE THE GROUND WILL SETTLE.

IT IS CRITICAL THAT WATTLES ARE

INSTALLED PERPENDICULAR TO

WATER MOVEMENT, PARALLEL TO
THE SLOPE CONTOUR.

START BUILDING TRENCHES AND

INSTALL WATTLES FROM THE BOTTOM
OF THE SLOPE AND WORK UP.

CONSTRUCT TRENCHES AT CONTOUR

INTERVALS OF THREE TO EIGHT FEET

APART DEPENDING ON STEEPNESS
OF SLOPE. THE STEEPER THE SLOPE,

THE CLOSER TOGETHER THE
TRENCHES.

LAY THE WATTLE ALONG THE

TRENCHES FITTING IT SNUGLY
AGAINST THE SOIL. MAKE SURE NO

GAPS EXIST BETWEEN THE SOIL AND
THE STRAW WATTLE.

USE A STRAIGHT BAR TO DRIVE

HOLES THROUGH THE WATTLE AND

INTO THE SOIL FOR THE WOODEN
STAKES.

DRIVE THE STAKE THROUGH THE
PREPARED HOLE INTO THE SOIL.

LEAVE ONLY ONE OR TWO INCHES OF
STAKE EXPOSED ABOVE WATTLE.

INSTALL STAKES AT LEAST EVERY
FOUR FEET APART THROUGH WATTLE.

ADDITIONAL STAKES MAY BE DRIVEN

ON THE DOWNSLOPE SIDE OF THE

TRENCHES ON HIGHLY EROSIVE OR
VERY STEEP SLOPES. 4" 6"
6" 1/4"
CONCRETE FLUSH CURB BAND 6 NTS

PERMEABLE PAVERS PER
L5.0 DETAILS 3 & 6

CLASS II AB
@ 95% R.C
3:1 EG 4"
6"
CONCRETE CURB BAND 5 NTS

PERMEABLE PAVERS PER
L5.0 DETAILS 3 & 6
CLASS II AB @
95% R.C
EG 6" 1-7
8 " 1-7
8 " 8" (MIN) 8" (MIN)

GROUT & SEAL

OPENING ON THE

EXTERIOR OF HDPE
12" SD
(HDPE)
SD BLIND CONNECTION 7 NTS
Ex 48"
DIA SD

EXTEND NEW SD FLUSH WITH
INSIDE OF EX. 48" SD
3:1 DETAILS
8 C6.0
NOTES:

1. BIORETENTION BED SHALL BE PLACED LEVEL AT THE ELEVATION SHOWN ON SHEET C3.0.

2. MINIMUM INFILTRATION RATE OF AMMENDED SOIL SHALL BE AT LEAST 5"/HR.

3. VEGETATION SHALL MEET THE REQUIREMENTS OF THE 2019 BASMAA POST CONSTRUCTION MANUAL.

3. DRAIN ROCK POROSITYSHALL BE AT LEAST 0.40 INCHES/INCHES.

4. CLEANOUT SHALL BE INSTALLED AT THE END OF THE PERFORATED PIPE AS SHOWN ON SHEET C3.0 AND C4.0

5. PERFORATED PIPE SHALL BE CONNECTED THE DRAIN INLET AT THE INVERT ELEVATION INDICATED ON C4.0
BIORETENTION BED 8 NTS
2% MIN
18" MIN
6" MIN.

PLANTING/AMENDED

SOILS, SEE
LANDSCAPE PLAN 12" MIN 18" MIN
1-1/2" DRAIN ROCK

NATIVE SOIL

NO COMPACTION
4" PVC SDR-35, PERFORATIONS

FACING DOWN, LAY IN GROOVE

ON TOP OF GRAVEL
EX. CONCRETE WALL/

BASE OF FENCE
12" MIN
6 PLAN

SECTION
ASSIGNED PARKING DETAIL 9 NTS
NO TRUCK TURNAROUND SIGN 10 NTS 18" 24" 80"
Agenda Item #7.4:

1211 BROADWAY
. adobe associates, inc.
1220 N. Dutton Ave., Santa Rosa, CA 95401
P. (707) 541-2300 F. (707) 541-2301 Website: www.adobeinc.com "A Service You Can Count On!" civil engineering I land surveying I wastewater WATER DETAILS

THRUST BLOCKS
STD 253 & 254

CITY OF SONOMA
C6.1
- WATER METER
STD 263

CITY OF SONOMA -

WATER VALVE
STD 277

CITY OF SONOMA - DDCV
STD 280

CITY OF SONOMA - TRENCH
STD 501

CITY OF SONOMA -

FIRE HYDRANT
STD 263
CITY OF SONOMA - Agenda Item #7.4:

%Dn?ma (§n11utt1zz($iet2r (flitiiea: " c No. 1 The Plaza Sonoma, California 954766618
Phone (707) .938-3681 Fax (707) 93343775
E-Mail:cityha//@sonomacity.org
Aswan, Arab Republic of Egypt
Chambolle-Muelgny, France
Grave In Chianti, Italy
Kaniv, Ukraine
Patzcuaro, Mexico
Penglai, China
Tokaj, Hungary
October 28, 2020
Bob Sanders and Michelle Cosgrove
103Beasley Way
Sonoma Ca, 95476
Dear Mr. Sanders and Ms. Cosgrove,
This letter is to con?rm that the City has received a check from Mr. Bijan, applicant of the project at 1211 Broadway which will serve as a placeholder until the City receives a bond for the protection of offsite redwood trees on your property and on-siteOaks. The amount received ($25,000) will allow the City to ensure that the conditions of the Planning Commission are met in that the City (at its discretion) can replace damaged off-site redwoods or the onsite Oak tree for a period of two years after construction begins.

The City will also be ensuring that the applicant willsatisfy COA #27 which reads:

27. The applicantshall prepare a tree protectionplan outlining all tree protectionmeasures to be implemented. The tree protection plan shall be in accordancewith the tree preservation measures required in the arboristreport prepared by James MacNair(May 15, 2019 and November 20, 2019).

Enforcement Responsibility: Planning Department
Timing: Prior to the issuance ofa grading permit
This conditionallows the City to ensure that the constructionplans‘incorporatethe measures that you have been working with Mr. Bijan on. Based on our conversation, please provide us an appeal withdrawal to my attention.

Sinceely,
Da 1;.Storer,AICP
Planning and Community Services Director
Agenda Item #7.4:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 May 2023
Department
Public Works
Staff Contact
Oriana Hart, Public Works Admin & Project
Manager
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute an Agreement with C.V. Larsen Co. for Construction of the Well No. 1 Vault Cover and Air Exchange System Improvement Project (CIP W13) for an Amount Not to Exceed $159,292.00 Summary
Well No. 1 is the oldest and highest-producing drinking-water production well owned and operated by the City of Sonoma. The well is located in a below-grade concrete vault under the northbound lane of 2nd Street East.

Well No. 1 is a critical component of the City’s water infrastructure, producing high-quality drinking water that can support the City’s residents, businesses, and visitors during interruptions to the Sonoma Water aqueduct that could occur during a fire, earthquake, or drought. Maintenance and renewal of the Well No. 1 facility is key to the resiliency and sustainability of the City’s water infrastructure. City of Sonoma Maintenance Workers in the Public Works Department must enter the Well No. 1 vault regularly to maintain drinking water disinfection equipment required to protect public health and safety pursuant to the California Safe Drinking Water Act and all regulations and standards adopted thereunder.

Access to the vault is currently limited to a 40” diameter round manhole in the top of the vault with a moveable cast iron cover. The vault is a permit-entry confined space with potential atmospheric hazards, potential engulfment/drowning hazards, potential fall hazards, and potential biological hazards. The 40” cast-iron manhole cover also presents back, hand, and/or foot injury hazards for workers required to lift and move the cover prior to entering the vault.

On June 21, 2022, the City Council adopted the Fiscal Year 2022/23 Capital Improvement Budget. This budget included funding for the Well No. 1 Vault Cover and Air Exchange System Project in the amount of $125,000.00. On March 22, 2023, the City advertised the project for bids. The bid opening was held on April 11, 2023. One (1) bid was received and is summarized in Table 1 (Bid Results) attached.

The lowest responsive base bid was $159,292.00 from CV Larson Co, a local company. The lowest bid is above the engineer’s estimate of $110,000.00. There are numerous potential factors that may have led to the disparity in bid pricing compared to the engineer’s estimate.

Currently there are employee and supply chain shortages throughout the industry and other local partners are reporting comparable high bids. It is Public Works’ opinion that rebidding the project will not result in cost savings. Additionally, due to the exceptional amount of rain this season, this is an ideal time to remove one of the City’s wells from service as water restrictions from the Sonoma Water aqueduct have been lifted.

Agenda Item #7.5:

Please note, CV Larsen Co Contract's Exhibit D was not available when the agenda packet was posted, however; it will be furnished as soon as it becomes available.

Recommended Council Action
It is recommended the City Council adopt a resolution authorizing the City Manager to execute a construction contract in the amount of $159,292.00 with C.V Larsen Co to complete the Well No. 1 Vault Cover and Air Exchange System Improvement Project.

Alternative Actions
City Council discretion.

Financial Impact
No City General Funds are proposed for expenditures on this project. The $159,292.00 will be allocated to the Water Fund and Capital Improvement Program Project W-13. The CIP program budgeted $125,000.00 for CIP W13. The CIP program also allocated $265,000 other projects that will not be completed; thus a portion of this budgeted money can be reallocated to complete CIP W13 within the same budget. Water Fund reserves are sufficient to fund construction of this critical project.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Contract Award Resolution_Well 1
Well _1 Bid Opening
CV Larson Well 1 Construction Contract
Exhibits A-C
Alignment with Council Goals:

INFRASTRUCTURE:

To provide reliable, safe and effective infrastructure (streets and roads, sidewalks, parking and pedestrian safety) throughout the City; maintain the high level of service and reliability of City facilities; monitor, mitigate and reduce community impacts related to development, infrastructure repair, community events or other outside agencies.

Compliance with Climate Action 2020 Target Goals:

CC:
n/a
Agenda Item #7.5:

City of Sonoma
RESOLUTION # ___- 2023

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SONOMA AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH C.V. LARSEN CO. FOR CONSTRUCTION OF THE WELL NO. 1 VAULT COVER AND AIR EXCHANGE SYSTEM IMPROVEMENT PROJECT (CIP W13) FOR AN AMOUNT NOT TO EXCEED $159,292.00 WHEREAS, the Well No. 1 Vault Cover and Air Exchange System Improvement Project (project) was advertised for construction bids and one (1) bid was received electronically and publicly opened in an online bid opening on April 11, 2023; and WHEREAS, CV Larson Co, California (Contractor) has been determined to be the responsible bidder submitting the lowest responsive bid in the amount of $159,292.00; and WHEREAS, the City Council budgeted a total of $125,000.00 in the Fiscal Year 2022/23 Capital Improvement Program budget for the construction of the project; and WHEREAS, the City Council budgeted a $265,000.00 in other CIP projects in this fund that will not be completed this year and whose budgeted funds can be allocated to this project; and WHEREAS, the City has enough budgeted funds within the Water Fund to complete this project; and
WHEREAS, the project is categorically exempt under CEQA pursuant to Section 15301(c) (Existing Facilities) of the CEQA guidelines.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Sonoma hereby accept the bid results for Well No. 1 Vault Cover and Air Exchange System Improvement Project; and
BE IT FURTHER RESOLVED that the City Council of the City of Sonoma declares, based on the information contained within the bid documents, that the bid of the apparent low bidder, CV Larson of Santa Rosa is responsive; and
BE IT FURTHER RESOLVED that the City Council of the City of Sonoma authorizes the City Manager to execute a construction contract in the amount of $159,292.00.

PASSED AND ADOPTED at a Regular Meeting of the City Council on this 3rd day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Sandra Lowe, Mayor
ATTEST:
________________________________
Rebekah Barr, MMC, City Clerk
Agenda Item #7.5:

City of Sonoma Well #1 Vault
Bid Opening April 17, 2023
Contractor Total Cost
CV Larsen Co. $ 159,292.00
TABLE 1 - BID RESULTS
Agenda Item #7.5:

Page III-2 MARCH 2023
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Agenda Item #7.5:

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Agenda Item #7.5:

PROPOSAL FOR
WELL NO. 1 VAULT COVER AND AIR EXCHANGE PROJECT NO. CIPW13 To the City Council of the City ofSonoma, California:

The undersigned Bidder declares that he or she has carefully examined the location of the proposed work and the Plans, Specifications, and Contract Documents and being familiar with all of the conditions surrounding the work, including the availability of materials and labor, hereby proposes to furnish all plant, labor, materials, tools, equipment, transportation, and incidentals and to complete all the work in accordance with said Plans, Specifications, and Contract Documents for the prices set forth in the following schedule:

SCHEDULE OF BASE BID PRICES1
Bid Unit
Item Description Qty. Unit Price Amount($)
1 Well No. 1 Vault Improvements 1 LS /sq ,::J q;{c
.

TOT AL BASE BID $F[7 :J..crl�
t. V. Grx_f\ Co .

Name of Company

BIDDER MUST SIGN THIS PAGE
1 In the Schedules, "LS" means Lump Sum; "LF" means Linear Foot; "SF" means Square Foot; and "EA" means Each.

Pagell-1 MARCH2023
EXHIBIT A Agenda Item #7.5:

Agenda Item #7.5:

EXHIBIT B
Agenda Item #7.5:

Agenda Item #7.5:

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Agenda Item #7.5:

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EXHIBIT C Agenda Item #7.5:

Agenda Item #7.5:

Agenda Item #7.5:

Agenda Item #7.5:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 03 May 2023
Department
Planning and Community Services
Staff Contact
Kristina Tierney, Associate Planner
Agenda Item Title
Adopt an Ordinance Amending the Sonoma Municipal Code Title 19 of the Sonoma Municipal Code, to Move Section 19.50.090 (Accessory Dwelling Units) from Chapter 19.50 (Special Use Standards) to New Chapter 19.45 (Accessory Dwelling Units) and Amending the Section to Allow Second Story ADUs Without a Use Permit and to Comply with New State Laws and Finding the Proposed Amendments are Exempt from the California Environmental Quality Act (CEQA) Pursuant to Public Resources Code Section 21080.17 and Section 15061(B)(3) – General Rule – of the CEQA Guidelines
Summary
The proposed ordinance was introduced to City Council on April 16, 2023, and would move ADU standards to new Chapter 19.45, eliminate parking requirements, allow second story ADUs, eliminate size restrictions based on the size of the primary residence, and improve clarity.

The City Council is being asked to adopt the ordinance at this time. Upon adoption, the ordinance will go into effect 30 days later, on June 3, 2023.

Recommended Council Action
Adopt the ordinance.

Alternative Actions
Council discretion.

Financial Impact
None.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
ADU Ordinance
Alignment with Council Goals:

Agenda Item #7.6:

Compliance with Climate Action 2020 Target Goals:

CC:
n/a
Agenda Item #7.6:

1 Ord. Title 19 SMC 2023
City of Sonoma
ORDINANCE NO. _____- 2023

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SONOMA AMENDING TITLE 19 OF THE SONOMA MUNICIPAL CODE, TO REPEAL SECTION 19.50.090 (ACCESSORY DWELLING UNITS) AND CREATE NEW CHAPTER 19.45 (ACCESSORY DWELLING

UNITS) INCLUDING AMENDMENTS TO ALLOW SECOND STORY ADUS WITHOUT A

USE PERMIT AND TO COMPLY WITH NEW STATE LAWS PERTAINING TO

ACCESSORY DWELLING UNITS AND FINDING THAT THE PROPOSED AMENDMENTS

ARE EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO PUBLIC RESOURCES CODE SECTION 21080.17 AND SECTION 15061(B)(3) – GENERAL RULE – OF THE CEQA GUIDELINES.

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 January 20, 2021 the City Council of the City of Sonoma adopted a new Accessory Dwelling Unit (ADU) ordinance that complied with state law;
WHEREAS, on September 28, 2022, Governor Gavin Newsom signed into law California Assembly Bill 2221 and Senate Bill 897, which update the California Government Code and the Health and Safety Code to impose additional duties on local governments in the administration of the development of accessory dwelling units and imposes a statemandated local program; and WHEREAS, the Planning Commission has provided direction to staff to amend the zoning code to allow second story ADUs without a Use Permit; and
WHEREAS, on February 16, 2023, the Planning Commission held a study session to discuss amendments to Section 19.50.090 (Accessory Dwelling Units) and amending the section to allow second story ADUs without a Use Permit and to comply with new state laws; and
WHEREAS, on March 16, 2023, the Planning Commission reviewed an updated ordinance reflecting direction from the February 16, 2023 hearing; and
WHEREAS, the City Council found this ordinance to be exempt from the California Environmental Quality Act (CEQA) pursuant to Public Resources Code section 21080.17 because this ordinance implements the requirements of state law relating to the construction of accessory dwelling units and Section 15061(b)(3) - General Rule - of the CEQA Guidelines prior to taking action; and
WHEREAS, on April 15, 2023, the City Council held a public hearing and considered amendments to the Sonoma Municipal Code, consistent with the applicable policies of the Sonoma General Plan; and WHEREAS, the proposed amendments to the Sonoma Municipal Code are consistent with State Law.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SONOMA DOES ORDAIN AS FOLLOWS:

SECTION 1. Amendments to the Sonoma Municipal Code
Agenda Item #7.6:

2 Ord. Title 19 SMC 2023
A. Section 19.50.090 (Accessory dwelling units) is repealed in its entirety.

19.50.090 Accessory dwelling units.

A. Purpose. The purpose of this section is to allow and regulate accessory dwelling units (ADUs) and junior accessory dwelling units (JADUs) in compliance with California Government Code Sections 65852.2 and 65852.22.

B. Effect of Conforming. An ADU or JADU that conforms to the standards in this section will not be:

1. Deemed to be inconsistent with the city’s General Plan and zoning designation for the lot on which the ADU or JADU is located.

2. Deemed to exceed the allowable density for the lot on which the ADU or JADU is located.

3. Considered in the application of any local ordinance, policy, or program to limit residential growth.

4. Required to correct a nonconforming zoning condition, as defined in subsection (C)(7) of this section. This does not prevent the city from enforcing compliance with applicable building standards in accordance with Health and Safety Code Section 17980.12.

C. Definitions. As used in this section, terms are defined as follows. Where there is a conflict between these definitions and those found elsewhere in this code, these definitions shall prevail for this section.

1. “Accessory dwelling unit” or “ADU” means an attached or a detached residential dwelling unit that provides complete independent living facilities for one or more persons and is located on a lot with a proposed or existing primary residence. An accessory dwelling unit also includes the following:
a. An efficiency unit, as defined by Section 17958.l of the California Health and Safety Code; and
b. A manufactured home, as defined by Section 18007 of the California Health and Safety Code.

Agenda Item #7.6:

3 Ord. Title 19 SMC 2023

2. “Accessory structure” means a structure that is accessory and incidental to a dwelling located on the same lot.

3. “Complete independent living facilities” means permanent provisions for living, sleeping, eating, cooking, and sanitation on the same parcel as the single-family or multifamily dwelling is or will be situated.

4. “Efficiency kitchen” means a kitchen that includes a cooking facility with appliances, a limited food preparation counter, and storage cabinets. The entire kitchen shall not exceed six lineal feet, except that if existing counter space is being converted to efficiency kitchen use, then the counter space shall not exceed eight lineal feet.

5. “Junior accessory dwelling unit” or “JADU” means a residential unit that:
a. Is a minimum of 150 square feet and no more than 500 square feet in size; b. Is contained entirely within an existing or proposed single-family structure; c. Includes a separate entrance from the main entrance to the existing or proposed single-family structure;
d. Includes its own separate sanitation facilities or shares sanitation facilities with the existing or proposed single-family structure; and
e. Includes an efficiency kitchen, as defined in subsection (C)(4) of this section.

6. “Living area” means the interior habitable area of a dwelling unit, including basements and attics, but does not include a garage or any accessory structure.

7. “Nonconforming zoning condition” means a physical improvement on a property that does not conform with current zoning standards.

8. “Proposed dwelling” means a dwelling that is the subject of a permit application and that meets the requirements for permitting.

9. “Public transit” means a location, including, but not limited to, a bus stop or train station, where the public may access buses, trains, subways, and other forms of transportation that charge set fares, run on fixed routes, and are available to the public.

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4 Ord. Title 19 SMC 2023

10. “Tandem parking” means that two or more automobiles are parked on a driveway or in any other location on a lot, lined up behind one another.

D. Approvals. The following approvals apply to ADUs and JADUs under this section:

1. Building Permit Only. If an ADU or JADU complies with each of the general requirements in subsection (E) of this section, it is allowed with only a building permit in the following scenarios:
a. Converted on Single-Family Lot. Only one ADU or JADU on a lot with a proposed or existing single-family dwelling on it, where the ADU or JADU:
i. Is either: within the space of a proposed single-family dwelling; within the existing space of an existing single-family dwelling; or within the existing space of an accessory structure, plus up to 150 additional square feet if the expansion is limited to accommodating ingress and egress.
ii. Has exterior access that is independent of that for the single-family dwelling. iii. Has side and rear setbacks sufficient for fire and safety, as dictated by applicable building and fire codes.
b. Limited Detached on Single-Family Lot. One detached, new-construction ADU on a lot with a proposed or existing single-family dwelling (in addition to any JADU that might otherwise be established on the lot under subsection (D)(1)(a) of this section), if the detached ADU satisfies the following limitations:
i. The side and rear yard setbacks are at least four feet. ii. The total floor area is 800 square feet or smaller. iii. The peak height above grade is 16 feet or less.
c. Converted on Multifamily Lot. Multiple ADUs within portions of existing multifamily dwelling structures that are not used as livable space, including but not limited to storage rooms, boiler rooms, passageways, attics, basements, or garages, if each converted ADU complies with state building standards for dwellings. At least one converted ADU is allowed within an existing multifamily dwelling, and up to 25 percent of the existing multifamily dwelling units may each have a converted ADU under this subsection.

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