Sonoma City Council
May 17, 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 17, 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 (Ding, Wellander, 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

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

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS

5. CITY ATTORNEY COMMENTS

6. PRESENTATIONS

6.1: Proclamation Proclaiming May 2023 as "Bike to Work Month" and May 18, 2023, as "Bike to Work Day"
Proclamation - Bike to Work Month
5 6.2: Proclamation Proclaiming May 27, 2023, as Solomon Shocken Day in the City of Sonoma In Honor of Business and Civic Leader Solomon Shocken Proclamation - Solomon Shocken Day
6 6.3: Proclamation in Honor of Asian American and Pacific Islander Heritage Month - May 2023
Proclamation - Asian American and Pacific Islander Heritage Month 7 6.4: Proclamation Proclaiming the Week of May 21-27, 2023, as Public Works Week in the City of Sonoma
Proclamation - Public Works Week
8 6.5: Proclamation in Honor and Gratitude to Interim City Manager Mark Linder for his Dedicated Service to the City of Sonoma (David Guhin, City Manager) Proclamation - Mark Linder
9 6.6: Part Five of Six Reports: Receive and Discuss Annual Report From City of Sonoma Community Services Provider: Sebastiani Theatre Foundation (Lisa Janson, Senior Management Analyst)
Agenda Report - Community Services Annual Reports - Pdf 10 - 50

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

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

7.2: Receive Minutes from the Regular Meetings of April 19, 2023 and May 3, 2023 (Rebekah Barr, MMC, City Clerk)
RECOMMENDATION: Receive the minutes.

04.19.2023 Regular Meeting Minutes

05.03.2023 Regular Meeting Minutes
51 - 56

7.3: Accept the Expenditure Report for the Month of April 2023 (David Guhin, City Manager)
RECOMMENDATION: Accept the expenditure report.

Agenda Report - Expenditures - April 2023 - Pdf
57 - 62

7.4: Adopt a Resolution Authorizing the City Manager to Execute a Contract with Sertior for the Preparation of an Environmental Analysis and Compliance Documents Pursuant to the California Environmental Quality Act (CEQA) for the Montaldo Apartments Housing Project (Kristina Tierney, Associate Planner) RECOMMENDATION: Adopt the resolution.

Agenda Report - Resolution - Montaldo Apartments Housing Project - Pdf 63 - 106

7.5: Adopt 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 107 - 139

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: Adopt the ordinance.

Agenda Report - Ordinance - Design Review Streamlining - Pdf

7.6: Adopt a Resolution Authorizing the City Manager to 1) Grant Bid Relief to Valentine Corporation and Allow the Apparent Low Bidder to Withdraw Their Bid Without Monetary Penalties and 2) Execute an Agreement with Granite Construction Company for the Construction of the Chase Street Replacement Bridge Project, Federal Project No. CML-5114(016) (Project), In the Amount of $2,871,557.10. (Michael Berger, Public Works Director/City Engineer) RECOMMENDATION: Adopt the resolution.

Agenda Report - Resolution - Chase Street Bridge Project - Pdf 140 - 164

8. PUBLIC HEARING

8.1: Discussion, Consideration, and Take Possible Action to Adopt a Resolution Establishing Housing In-Lieu Fees Pursuant to the Inclusionary Housing Ordinance for Fractional Inclusionary Units and Small Residential Projects, and Pursuant to the City’s Residential Component Ordinance, With A Finding that the Adoption of this Resolution Establishing Housing In-Lieu Fees is Not a “Project” Under the California Environmental Quality Act Guidelines Sections 15378(b)(4) and 15061(b)(3). (Laura Simpson, Interim Planning and Community Services Director)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Resolution - Housing In-Lieu Fees - Pdf 165 - 191

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

9.1: Discussion, Consideration, and Take Possible Action to Adopt a Resolution Authorizing the City Manager to Execute a Contract with De Novo Planning Group to Provide Consulting Services to the City to Prepare an Updated General Plan and Environmental Impact Report (EIR) for an Amount Not to Exceed $591,690, and Finding that the Action to Award the Contract is Not a Project Subject to the California Environmental Quality Act. (Kristina Tierney, Associate Planner)
RECOMMENDATION: Adopt the resolution.

Agenda Report - Resolution - General Plan Update Consultant Contract - Pdf 192 - 254

10. ADJOURNMENT
I do hereby certify that a copy of the foregoing agenda was posted as legally required, Monique Saviez, Management Analyst.
*********************************************************************************************************************************** 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.

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PROCLAIMING MAY 2023 AS “BIKE TO WORK MONTH” AND MAY 18, 202 3, AS “BIKE TO WORK DAY” IN THE CITY OF SONOMA
WHEREAS, the bicycle is a healthy, convenient, financially and environmentally sound form of transportation and an excellenttool for recreation and enjoyment of Sonoma’s scenic beauty, local attractions, and friendly neighborhoods; and
WHEREAS, Sonoma’s roads and trails attract bicyclists each year, providing economic health, transportation, tourism, and scenic benefits; and
WHEREAS, creating a bicycling-friendly community has been shown to improve citizens’ health, well—being,and quality of life, growing the economy of Sonoma, attracting tourism dollars, improving traffic safety, supporting student health and learning, and reducing pollution, congestion, and wear and tear on our streets and roads; and WHEREAS, since 2001 the Sonoma County Bicycle Coalition has been promoting bicycling for transportation and recreation through education, encouragement, and advocacy; and WHEREAS, thousands of Sonoma County's schoolchildren have received classroom instruction in bicycle and pedestrian safety and participated in skill—building Bike Rodeos facilitated by the Sonoma County Bicycle Coalition's Safe Routes to School program; and
WHEREAS, the Sonoma County Bicycle Coalition's Smart Cycling program has taught bicycle safety skills to thousands of adults, including a diversion program for recipients of cycling-related traffic citations; and WHEREAS, the Sonoma County Bicycle Coalition has produced numerous events and activities encouraging residents to ride a bicycle, including Bike Expos, Ciclovias, bike film nights, bike swap meets, community rides, giveaways of bicycles and bicycle safety equipment, repair clinics, and Bike to Work Month; and WHEREAS, the Sonoma County Bicycle Coalition, the League of American Bicyclists, the Metropolitan Transportation Commission, and jurisdictions throughout the Bay Area will be promoting bicycling during the month of May 2023; and
WHEREAS, throughout the month of May, the residents of Sonoma and its visitors can experience the joys of bicycling through free educational programs, challenges, and events, organized by these groups; and WHEREAS, these groups are also promoting greater public awareness of bicycle operation and safety education in an effort to reduce collisions, injuries, and fatalities and improve health and safety for everyone on the road.

NOW, THEREFORE, I, SANDRA LOWE, Mayor of the City of Sonoma, California do hereby recognize the Sonoma County Bicycle Coalition and commends the institution for its contributions to the community and does hereby proclaim May 2023 as "Bike to Work Month” and May 18, 2023, as "Bike to Work Day” in Sonoma and urge all residents to participate in this special observance.

IN WITNESS WHEREOF I have hereunto set my hand and caused the seal ofthe City of Sonoma to be affixed this 17thday ofMay2023. v
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ra owe, Mayor
Agenda Item #6.1:

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PROCLAIMOINGOC MAY 27 AS SOLOMON SHOCKEN DAY IN THE CITY or I
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A SONOMA IN HONOR or A BUSINESSANDCIVIC LEADERSOLOMON SHOCKEN WHEREAS, Solomon. SchockenShowed extraordinary ingenuity, initiative, and an industriousness that elevated the city’s overall economic and civic well—beingin numerous ways; and
WHEREAS, as verified in the Sonoma Valley Historical Society archives, Solomon Schocken arrived in Sonoma in 1873. As Sonoma’s first Jewishsettler to establish a series of businesses and practiced the Jewishprinciple of contributing to the well-being of the community throughout his forty year residency in the City of Sonoma; and WHEREAS, Solomon Schocken established a popular general store in the Sonoma Barracks building, developed a water distribution system and electricity network for the city, and funded beautification projects and preservation efforts around Sonoma Plaza; and WHEREAS, Solomon Schockenestablished a very successful rock quarry on Battery Hill (now called Schocken Hill), which supplied paving stones that were instrumental in constructing the streets of San Francisco, San Jose, and Stockton; and
WHEREAS, Solomon Schocken’s quarry provided employment for hundreds of recent Italian immigrants including Samuele Sebastiani and Agostino Pinelli; and WHEREAS, in addition to his many business enterprises, Solomon Schocken was elected a city trustee and was the first to propose locating city hall in the Plaza; and WHEREAS, upon his death on May 27, 1932, at age 89, the Sonoma Index-Tribune newspaper eulogized Schocken as “...upright and square in all his business dealings the fairest merchant Sonoma ever had”; and
WHEREAS, the Sonoma Valley Historical Society invites all residents to the Solomon Schocken Sonoma Stroll on May 27, 2023. The stroll starts at 10:30 am at the Bear Flag monument in Sonoma Plaza.

O NOW, THEREFORE, I, SANDRA LOWE, Mayor of the City of Sonoma, California do hereby proclaim May 27 as Solomon Schocken Day.

IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of the City of Sonoma Agenda Item #6.2:

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IN HONOR OF ASIAN AMERICAN AND PACIFICISLANDER
HERITAGE MONTH — MAY2023
WHEREAS, theCity of Sonoma values the diverse cultural heritage of its residents and recognizes the significant contributions of the Asian American and Pacific Islander (AAPI)community; and WHEREAS, the month of May is nationally recognized as Asian American Pacific Islander Heritage Month, a time to celebrate the history, culture, and achievements of AAPI individuals and communities across the United States; and
WHEREAS, Asian Americans and Pacific Islander individuals and communities have played a vital role in shaping the nation — from building the Transcontinental Railroad to advocating for labor law changes, making these contributions while also facing persistent discrimination and violence throughout United States history; and
WHEREAS, Asian Americans and Pacific Islanders in the Sonoma Valley have largely gone unrecognized, especially concerning their contributions made in agriculture. With the help of approximately two hundred Chinese laborers, Buena Vista Winery was built in 1857 as the first California Premium Winery. After the Chinese Exclusion Act of 1882, Japanese farmers built successful family farms, and contributed statewide to creatingsuccessful strawberry and other farming techniques; and
WHEREAS, Asian American and Pacific Islander individuals and communities havefaced and continue to face challenges, discrimination, and hate crimes, including the recent surge of antiAAPI violence and harassment during the COVID-19 pandemic; and WHEREAS, it is essential to reject and combat all forms of racism, bigotry, and xenophobia, and to promote understanding, respect, and solidarity among all members of our community; NOW, THEREFORE, I, SANDRA LOWE, Mayor of the City of Sonoma, do hereby proclaim May 2023 as Asian American Pacific Islander Heritage Month in the City of Sonoma, and urge all residents tojoin in recognizing and celebrating the contributions and achievements of Asian American and Pacific Islander individuals and communities in our city and beyond. Let us honor and appreciate the diversity of our community and commit to promoting equity, justice, and inclusivity for all.

IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of the City of Sonoma to be affixed this 17th day of May 2023.

LOWE, MAYOR
Agenda Item #6.3:

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PROCLAIMING THE WEEK OF MAY 21-27, 2023, AS PUBLIC WORKS

WEEK IN THE CITY OF SONOMA
WHEREAS,public works professionals focus on infrastructure, facilities and services that are of vital importance to sustainable and resilient communities and to the public health, high quality of life and well-being of the people of Sonoma, California; and, WHEREAS, these infrastructure, facilities and services couldnot be provided without the dedicated efforts of public works professionals, who are engineers, managers, and employees at all levels of government and the private sector, who are responsible for rebuilding, improving, and protecting our nation’s transportation, water supply, water treatment and solid waste systems, public buildings, and other structures and facilities essential for our citizens; and,
WHEREAS, it is in the public interest for the citizens, civic leadersand children in the City of Sonoma to gain knowledge of and to maintain an ongoing interest and understanding of the importance of public works and public works programs in our community; and,
WHEREAS, this year, the American Public Works Association has chosen ’’Connecting the World Through Public Works” as the theme for 2023, marking the 63rd annual celebration of National Public Works Week.

NOW, THEREFORE, I, SANDRA LOWE, Mayor of the City of Sonoma, do hereby proclaim the week of May 21—27,2023 as Public Works Week in the City of Sonoma, and do hereby call upon all citizens to join with the City of Sonoma Public Works Department representatives, the American Public Works Association and government agencies in activities, events, and ceremonies designed to pay tribute to our public works professionals, engineers, managers, and employees and to recognize the substantial contributions they make to protecting our community’s health, safety, and quality of life.

IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of the City of Sonoma to be affixed this 17thday of May 2023.

Sandra Lowe, Mayor
Agenda Item #6.4:

IN HONORAND GRATITUDE TO INTERIM CITY MANAGER MARK

LINDER FOR HIS DEDICATED SERVICE TO THE CITY OF SONOMA
WHEREAS, the City of Sonoma has been fortunate to have Mark Linder as the Interim City Manager since January 2, 2023, when he took the helm of a city in transition; and WHEREAS, Mark has displayed outstanding leadership skills and dedication to the city during his tenure; and
WHEREAS, his tireless efforts have ensured the effective and efficient management of city affairs, resulting in significant progress and achievements for the City of Sonoma; and WHEREAS, Mark has beenan instrumental figure in assisting the City Council in identifying and advancing their goals and objectives, while simultaneously fostering collaborative relationships with the City staff, and community members; and
WHEREAS, the City Council identified the recruitment and hiring of a new City Manager as priority number one for Mark, which he accomplished admirably; and WHEREAS, his vast experience and expertise in municipal governance, financial management, and strategic planning have been valuable assets to the City of Sonoma at a time when multiple key staff positions were vacant; and
WHEREAS, Mark’s calm demeanor and wisdom gained from many years of city management service served to create a stabilizing environment for both employees and City Council; and WHEREAS, the City desires to express their gratitude and appreciation for Mark’s dedicated service.

NOW, THEREFORE, I, SANDRA LOWE,Mayor of the City with the other Council Members, do hereby proclaim that the City of Sonoma expresses its sincere appreciation and gratitude to Mark Linder for his exceptional service as the Interim City Manager. His contributions to the city have been immeasurable, and his unwavering commitment to excellence has been an inspiration to us all. We extend our heartfelt thanks to Mr. Linder and wish him all the best in his future endeavors.

Agenda Item #6.5:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 17 May 2023
Department
Administration
Staff Contact
Lisa Janson, Senior Management Analyst
Agenda Item Title
Part Five of Six Reports: Receive and Discuss Annual Report From City of Sonoma Community Services Provider: Sebastiani Theatre Foundation 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 six meetings with the reports wrapping up on June 7, 2023. Sebastiani Theatre Foundation will be presenting their annual report during the meeting. They have been asked to prepare a 5-7 minute report to be followed by questions and answer period.

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

In 2017, the City Council directed staff to create a new program that would take the City's hybrid approach and formalize it, by providing multi-year contracts and/or lease agreements to nonprofits 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;

3. Fee waivers for community events that celebrate seasonal events and bring our community together; and,
Agenda Item #6.6:

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

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

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

Non-profit organizations which provide these recreational and community programs are expert at delivering some traditional services provided by city governments elsewhere.

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

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

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

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

Financial Information
• High level overview of revenue/grants and expenses
• How the City’s contribution supports your organization and mission • Any significant expenditures or upgrades to facilities/property planned Community Partnerships
• Highlight any partnerships within the community.

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

Agenda Item #6.6:

Attached to the staff report is a copy of each of the presenting community partners current agreements. The current contracts with Sebastiani Theatre Foundation include commercial sublease agreement which expires on November 30, 2041. After each presentation City Council will have an opportunity to ask questions of the organizations. Additional action can occur during the annual budget discussions during the review of the Community Services budget item.

Recommended Council Action
Receive annual reports and no action required.

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

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments

12.01.16 Sebastiani Theatre Foundation Sublease
Alignment with Council Goals:

Compliance with Climate Action 2020 Target Goals:

CC:

Jocelyn Vick, Board President of Sebastiani Theatre Foundation Agenda Item #6.6:

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SUBLEASE
THIS SUBLEASE (“Sublease”) dated as of December 1, 2016, is made between the City of Sonoma, a California general law city (“Sub-landlord”), and the Sebastiani Theatre Foundation, a not for pro?t California Corporation (“Subtenant”).

RECITALS
A. Sub-landlord is the tenant under a Standard Industrial/Commercial Multi-Tenant Lease ~ Net dated as of December 1, 2016 (“Original Master Lease”), pursuant to which the Sebastiani Building Investors, lnc., a California Corporation (“Master Lessor”) leased to Sub-landlord the real property located in the City of Sonoma, County of Sonoma, State of California, described as 472 First Street East, Sonoma, CA (“Premises”).

B. The Original Master Lease, together with its attachments, is collectively referred to as the “Master Lease.”
C. A copy of the Master Lease is attached and incorporated in this Sublease as Exhibit A.

D. Capitalized terms used herein shall have the same meaning as those terms are used in the Master Lease, unless the context dictates otherwise.

Section 1. Sublease
Sub—landlordsubleases to Subtenant on the terms and conditions in this Sublease the Premises.

Section 2. Warranty by Sub-landlord
Sub-landlord warrants to Sub—tenantthat the Master Lease has not been amended or modified except as expressly set forth in this Sublease; that Sub—landlordis not now, and as of the commencement of the Term (de?ned in this Sublease) of this Sublease will not be, in default or breach of any of the provisions of the Master Lease; and that Sub-landlord has no knowledge of any claim by Master Lessor that Sub-landlord is in default or breach of any of the provisions of the Master Lease.

Section 3. Term
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The term of this Sublease (the “Te1m”) will commence on the latter of December 1, 2016 (“Beginning Date”), or when Master Lessor consents to this Sublease (if consent is required under the Master Lease), whichever occurs later, and end on November 30, 2041 (“Expiration Date”), unless terminated sooner in accordance with the provisions of this Sublease. If the Term commences on a date other than the Beginning Date, Sub-landlord and Subtenant will execute a memorandum setting forth the actual date of commencement of the Term. Possession of the Premises (“Possession”) will be delivered to Subtenant on the commencement of the Term. If for any reason Sub-landlord does not deliver Possession to Subtenant on the commencement of the Term, Sub-landlord will not be subject to any liability for this failure, the Expiration Date will not be extendedby the delay, and the validity of this Sublease will not be impaired, Rent will be abated until delivery of Possession. However, if Sub-landlord has not delivered Possession to Subtenant within thirty (30) days a?er the Beginning Date, at any time after that and before delivery of Possession, Subtenant may give written notice to Sub-landlord of Subtenant’s intention to cancel this Sublease. The notice will set forth an effective date for the cancellation, which will be at least ten (10) days after delivery of notice to Sub-landlord. If Sub-landlord delivers Possession to Subtenant on or before this effective date, this Sublease will remain in full force. If Sub-landlord fails to deliver Possession to Subtenant on or before this effective date, this Sublease will be canceled. Upon cancellation, all consideration previously paid by Subtenant to Sub-landlord on account of this Sublease will be returned to Subtenant,this Sublease will have no further force, and Sub-landlord will have no further liability to Subtenant because of this delay or cancellation.

If Sub-landlord permits Subtenant to take Possession prior to the commencement of the Term, the early Possession will not advance the Termination Date and will be subject to the provisions of this Sublease, including, without limitation, the payment of Rent.

Section 4. Rent
Minimum Rent.
(a) Minimum (“Base”) Rent. Subtenant will pay to Sub-landlord as minimum rent (“Base Ren ”), without deduction, setoff, notice, or demand, at City of Sonoma, Atten: City Manager, No. l The Plaza, Sonoma, CA, or at any other place Sub-landlord designates by notice to Subtenant, an amount equal to 50% of the monthly Base Rent, in advance, at least ?ve days before the ?rst day of each month of the Term. Subtenant will pay to Sub-landlord on execution of this Sublease 50% of five thousand three hundred eighteen dollars ($5,425.00) as rent for December 1, 2016 to December 31, 2016. If the Term begins or ends on a day other than the first or last day of a month, the rent for the partial months will be prorated on a per diem basis. Said Base Rent shall be subject to adjustment as set forth in the Master Lease.

Operating Costs.
(b) Common Area Operating Costs. Except as to Real Property Taxes, Subtenant will pay to Sub—landlordas additional rent 100% of the amounts payable by Sub-landlord for Common Area Operating Costs incurred during the Term. This additional rent will be payable as and when Common Area Operating Costs are payable by Sub-landlord to Master Lessor. If the Master Lease % M ,Q) 2 f/‘ifSublease B/N City and Foundation ll-8-16 FINAL JW /I V’ /g/;,a5,«'.>/5
Agenda Item #6.6:

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provides for payment by Sub-landlord of Common Area Operating Costs on the basis of an estimate, then as and when adjustments between estimated and actual Common Area Operating Costs are made under the Master Lease, the obligations of Sub-landlord and Subtenant will be adjusted in the same manner. If this adjustment occurs after the Expiration or earlier termination of the Term, the obligations of Sub—landlordand Subtenant under this Subsection will survive this Expiration or termination. Sub-landlord will, on request by Subtenant, furnish Subtenant with copies of all statements submitted by Master Lessor of the actual or estimated Common Area Operating Costs during the Term.

Rent and Payment of Same by Subtenant.
(c) Except as is expressly provided herein, Subtenant shall be liable for the payment of all Rent to the Sub-landlord. Monthly Base Rent payments (pursuant to Section 4(a)) shall be paid by the Subtenant at least ?ve days before the ?rst day of eachmonth of the Term. Notwithstanding anything to the contrary stated in this Sublease, all other payments of Rent shall be paid by the Subtenant to the Sub-landlord (or to the Master Lessor, as the Sub-landlord may direct), within ten (10) days after the Sub-landlord’s delivery of written notice to the Subtenant of Subtenant’s obligation to pay said other Rent; provided, however, with respect to Real Property Taxes owed by the Lessee under the Master Lease, Subtenant shall pay to Sub-landlord an amount equal to 50% of said Real Property Taxes. Except as is provided in the Indemni?cation and Reimbursement Agreement between the Sub—landlordand Subtenant of even date, at its cost, Subtenant shall obtain and maintain during the Term, all of the insurance the Lessee is required to obtain and maintain under the Master Lease, naming the Sub-landlord and its officers, employees, agents and representatives as additional insureds, among other things.

Section 5. Use of Premises
The Premises will be used and occupied only for the purposes described in the Master Lease and for no other use or purpose.

Section 6. Assignment and Subletting
Subtenant will not assign this Sublease or further sublet all or any part of the Premises Without the prior written consent of Sub-landlord (and the consent of Master Lessor, if this is required under the terms of the Master Lease).

Section 7. Other Provisions of Sublease and Subtenant’s Obligation to Perform as Though the Lessee Under the Master Lease
(a)This Sublease is and shall be at all times subject and subordinate to the Master Lease. ?y 3
Agenda Item #6.6:

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i Sublease B/N City and Foundation 11-8-16 FINAL JW
(b) The terms, conditions and respective obligations of Sub-landlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease document shall control over the Master Lease. Therefore, for the purpose of this Sublease, wherein the Master Lease the word “Lessor” is used it shall be deemed to mean the Sub-landlord herein and Wherever in the Master Lease the word “Lessee” is used it shall be deemed to mean the Subtenant herein. All the terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sub-landlord were the Lessor under the Master Lease and Subtenant were the Lessee under the Master Lease. (c) During the Term of this Sublease and for all periods subsequent for obligations which have arisen prior to the termination of this Sublease, Subtenant does hereby expressly assume and agree to perform and comply with, for the benefit of Sub-landlord and Master Lessor, each and every obligation of Sub—landlordunder the Master Lease. The obligations that Subtenant has assumed under this paragraph are hereinafter referred to as the “Subtenant’s Assumed Obligations.” Subtenant shall hold Sub-landlord free and harmless from all liability, judgments, costs, damages, claims or demands,including reasonable attorneys’ fees, arising out of Subtenant’s failure to comply with or perform Subtenant’s Assumed Obligations. However, the obligation to pay Base Rent, Common Area Operating Costs and other forms of Rent to the Master Lessor under the Master Lease will be consideredperformed by Subtenant to the extent and in the amount Base Rent, Common Area Operating Costs and other forms of Rent are paid to Sub-landlord in accordance with Section 4 of this Sublease.
(d) Subtenant will not commit or suffer any act or omission that will violate any of the provisions of the Master Lease.
(e) Sub-landlord will exercise due diligence in attempting to cause Master Lessor to perform its obligations under the Master Lease for the bene?t of Subtenant. Sub-landlord agrees to maintain the Master Lease during the entire term of this Sublease, subject, however, to any earlier termination of the Master Lease without the fault of the Sub-landlord. If the Master Lease terminates, at the option of Master Lessor, this Sublease will terminate and the parties will be relieved of any further liability or obligation under this Sublease. However, if the Master Lease terminates as a result of a default or breach by Sub-landlord or Subtenant under this Sublease or the Master Lease, the defaulting party will be liable to the nondefaulting party for the damage suffered as aresult of the termination. Regardless, if the Master Lease gives Sub-landlord any right to terminate the Master Lease in the event of the partial or total damage, destruction, or condemnation of the Premises or the Building or Project of which the Premises are a part, the exercise of this right by Sub—landlordWill not constitute a default or breach. In the event of a Default under this Sublease by Subtenant, Sub-landlord shall have all of the remedies available to the Master Lessor under the Master Lease.
(f) Under Paragraph 56 of the Lease, Sub-landlord is granted the right to terminate the Lease under certain circumstances. The parties acknowledge and agree that eitherthe Sub—landlord or the Subtenant may exercise that right of termination, consistent with the terms and conditions as pl 4
Agenda Item #6.6:

\
set forth in Paragraph 56, and the Master Lessor shall be boundby such election irrespective which party invokesit. Under Paragraph 58 of the Lease, Sub—landlordis granted the option of extending the Term of the Lease an additional twenty-?ve (25) years. The parties acknowledge and agree that both the Sub—landlordand the Subtenant must elect to extend the Term under said Paragraph 58 and that exercise of the said extension option by only the Sub-landlord or the Subtenant shall be ineffective, and the Master Lessor agrees to same.

Section 8. Attorney Fees
If either party commences an action against the other in connection with this Sublease,the prevailing party will be entitled to recover costs of suit and reasonable attorney’s fees in accordance with and as provided in Paragraph 21 of the Master Lease.

Section 9. Broker
Sub-landlord and Subtenant eachwarrant that, otherthan CassidyTurley Northern CA 1110., dba Cushman & Wake?eld, they have not dealtwith any real estate broker in connection with this transaction. Sub—landlordand Subtenant each agree to indemnify, defend, and hold the other harmless against any damages incurred as a result of the breach of the warranty contained in this Sublease.

Section 10. Notices
All notices and demands that may be required or permitted by either party to the other will be delivered and deemed received in accordance with Paragraph 23 of the Master Lease. All notices and demands will be sent to the addresses, email addresses and/or fax numbers as set forth in the Master Lease.

Section 11. Successors and Assigns
This Sublease will be binding on and inure to the benefit of the parties to it, their heirs, executors, administrators, successors in interest, and assigns.

Section 12. Attornment
If the Master Lease terminates, Subtenant will, if requested, attorn to Master Lessor and recognize Master Lessor as Sub—landlordunder this Sublease. However, Subtenant’s obligation to attorn to Master Lessor will be conditionedon Subtenant’s receipt of a nondisturbance agreement.

Section 13. Entry
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75””Sublease B/N City and Foundation 11-8-16 FINAL IW
Sub-landlord reserves the right to enter the Premises on reasonable notice to Subtenant to inspect the Premises or the performance by Subtenant of the terms and conditions of this Sublease and, during the last six months of the Term, to show the Premises to prospective subtenants.In an emergency, no notice will be required for entry.

Section 14. Late Charge and Interest
The late payment of any Rent will cause Sub-landlord to incur additional costs, including the cost to maintain in full force the Master Lease, administration and collection costs, and processing and accounting expenses. If Sub-landlord has not received any installment of Rent within ?ve (5) days after that amount is due, Subtenant will pay ten percent (10%) of the delinquent amount, or $100, whichever is greater, which is agreed to represent a reasonable estimate of the cost incurred by Sub-landlord. In addition, all delinquent amounts will bear interest from the date the amount was due until paid in full at a rate per annum (“Applicable Interest Rate”) equal to the greater of (a) five percent (5%) per annum plus the then federal discount rate on advances to member banks in effect at the Federal Reserve Bank of San Francisco on the 25th day of the month preceding the date of this Sublease or (b) ten percent (10%). However, in no event will the Applicable Interest Rate exceed the maximum interest rate permitted by law that may be charged under these circumstances. Sub-landlord and Subtenant recognize that the damage Sub-landlord will suffer in the event of Subtenant’s failure to pay this amount is dif?cult to ascertain and that the late charge and interest are the best estimate of the damage that Sub-landlord will suffer. If a late charge becomes payable for any three (3) installments of Base Rent within any twelve (12) month period, the Base Rent will automatically become payable quarterly in advance.

Section 15. Entire Agreement
This Sublease, the Right of First Refusal Agreement between the Sub-landlord,Subtenant and Master Lessor of even date, and the Indemni?cation and Reimbursement Agreement (“IR Agreement”) between the Sub-landlord and Subtenant of even date set forth all the agreements between Sub-landlord and Subtenant concerning the Premises, and there are no other agreements either oral or written other than as set forth in this Sublease.

Section 16. Time of Essence
Time is of the essence in this Sublease.

Section 17. Consent by Master Lessor
(a) The signature of the Master Lessor at the end of this document shall constitute its consent to and agreement with the terms of this Sublease. (b) In the event that Sub-landlord Defaults under its obligations to be performed under the Master Lease by Sub—landlord,Master Lessor agrees to deliver to Subtenant a copy of any such notice of Default. Subtenant shall have the right to cure any Default of Sub-landlord describedin any notice of default if Subtenant does so within the same number of days set forth in the notice of Default given to Sub-tenant. If such Default is cured by Subtenant,then Subtenant shall have «EV: M 6
Agenda Item #6.6:

the right of reimbursement and offset from and against Sub-landlord.

Section 18. Governing Law
This Sublease will be governed by and construed in accordance with California law.

Section 19. ADA Compliance
Since compliance with the Americans with Disabilities Act (ADA) and other similar laws is dependent upon Subtenant’s speci?c use of the Premises, Sub-landlord makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Subtenant’s use of the Premises requires modi?cations or additionsto the Premises in order to be in ADA compliance, subject to the terms and conditions of the IR Agreement, Subtenant agrees to make any such necessary modi?cations and/or additions at Subtenant’s expense.

Section 20. VVarranty of Authority
The persons whose signatures appear below warrant that they are duly authorized to execute this agreement on behalf of the entity which they represent and Warrant that this agreement is a binding obligation on the part of their respective entity.

IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first above written.

SUB-LANDLORD:

City of Sonoma
Name CarolGiovanatto
Its: CityManager
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as. M 7 fx—~ Sublease B/N City and Foundation ll—8-l 6 FINAL JW p j
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Agenda Item #6.6:

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SUBTENANT:

The Sebastiani Theatre Foundation, a California not for pro?t Corporation
Name
r- /1
Its: Presidentor ChiefExecutive
Of?cer
By: .
"ii V"’“‘vL
Name
Its: Treasureror ChiefFinancial
O?icer
Master Lessor’s Consent to Sublease
The undersigned (“Master Lessor”), landlord under the Master Lease, consents to the Sublease without waiver of any restriction in the Master Lease concerning further assignment or subletting.

Master Lessor certi?es that, as of the date of Master Lessor’s execution, Sub-landlord is not in default or breach of any of the provisions of the Master Lease, and that the Master Lease has not been amended or modi?ed except as expressly set forth in the Sublease.

Date: [7 lo (
MASTER LESSOR:

The Sebastiani Building Investors, Inc., a California
Corporation
By:

Name smmwnw
Its: Presidentor ChiefExecutive
Of?cer
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Sublease B/N City and Foundation ll-8-16 FINAL JW
Agenda Item #6.6:

Its: Treasurer or ChiefFinancial
Of?cer
11>. 9
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i
Agenda Item #6.6:

AIR COMMERCIALREAL ESTATE ASSOCIATION

STANDARD INDUSTRIAL/COMMERCIALMULTI-TENANTLEASE - NET

1. Basic Provisions ("Basic Provisions").

1.1 Parties: This Lease ("Lease"). dated for reference purposes only December 1 , 201 6 , is made by and between Sebastiani Building Investors, Inc ., a California Corporation ("Lessor")
and the Cigy of Sonoma, a California general law city
("Lessee"), (collectivelythe "Parties", or individually a "Party“).

1.2(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 472 First Street East , located in the City of Sonoma .County of sonoma , State of California , with zip code 9547 6 , as outlined on ExhibitA attached hereto ("Premises") and generally described as (describe briefly the nature of the Premises): The Sebastiani Theatre: The theatre area only Consisting of 7,900: square feet of ground floor, balcony and second floor projection area In addition to Lessee’s rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utilityraceways of the building containing the Premises ("Building") and to the common Areas (as defined in Paragraph 2.7 below), but except as to access rights, ADAimprovements amd as otherwise providedin this Lease, shall not have any rights to the roof or exterior walls of the Building or to any other buildings in the Proiect.The Premises, the Building, the Common Areas. the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." (See also Paragraph 2)

1.2(b) Parking: zero (0) unreserved vehicle parking spaces. (See also Paragraph 2.6) 13 Term: Twenty Five (25) years and Zero (0) months ("Original Term") commencing December 1, 2016 ("Commencement Date") and ending November 30, 2041 ("Expiration Date"). (See also Paragraphs 3 and 5i)

1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing Not applicable ("Early Possession Date").
(See also Paragraphs 3.2 and 3.3)

1.5 Base Rent:$ 5,425.00
day of each month commencing December 1 , 2 0 1 6
IZIif this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 50

1.6 Lessee's Share of Common Area Operating Expenses: Thirty Nine percent (3 9 %) ("Lessee's Share“). in the event that the size of the Premises and/or the Project are modifiedduring the term of this Lease. Lessor shall recalculate Lessee’s Share to per month ("Base Rent"), payable on the First
. (See also Paragraph 4)
reflect such modification, except as providedin the Addendum ("Addendum").

1.7 Base Rent and other Monies Paid Upon Execution:
(a) Base Ftent:$5,425.00 tortheperiodDec:ember 1, 2016 to December 31, 2016 (b) Common Area Operating Expenses: $0 .00 for the period N/A (:2) Security Deposit: $0 .00 ("Security Deposit"). (See also Paragraph 5) (d) Other: $0 .00 for N/A
(e) Total Due Upon Execution oi this Lease: $5, 425 .00 .

1.8 Agreed Use: As a theatre including but not limited to live theatrical performances, concerts, movie presentations and private gatherings as allowed by city[..<§o;z7nty codes . (See also Paragraph 6)
M“
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INITIALS M ITIALS
©1999 - AIR COMMERCIAL REALESTATE ASSOCIATION FORM MTN-16-04l‘l4E

EXHIBIT A
Agenda Item #6.6:

1.9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8)

1.10 - Real Estate Brokers: (See also Paragraph 15 and 25) (a) Representation: The following real estate brokers (the "Brokers") and brokerage relationships exist in this transaction (check applicable boxes):

El represents Lessor exclusively ("Lessor's Broker");
lzlCassidy Turley Northern CA Inc dba Cushman & Wakefield represents Lessee exclusively ("Lessee's Broker"); or Cl represents both Lessor and Lessee (“Dual Agency"). (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or ifthere is no such agreement, the sum of $0 .00 or O % of the total Base Rent) for the brokerage services rendered by the Brokers.

1.11 » Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by ("Guarantor"). (See also Paragraph 37)

1.12 Attachments. Attached hereto are the following, all of which constitute a pan of this Lease:

El an Addendum consisting of Paragraphs 50 through 62 ; El a site plan depicting the Premises;
Cl a site plan depicting the Project;
Cl a current set of the Rules and Regulations for the Project; El a current set of the Rules and Regulations adopted by the owners‘ association; Cl 2: Work Letter;
El other (specify); 1) Right of First Refusal Agreement and 2) and a site plan depicting area of ADA work and added storage

2. Premises.
2 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises.for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease.

2.2 Condition. Lessor shall deliver that portion of the Premises contained withinthe Building ('Unit") to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.i(b) below are obtained by Lessee and in effect withinthirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating. ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, ii any, and all other such elements in the Unit,other than those constructed by Lessee, shall be in good operating condition on said date, that the structuralelements of the roof.bearing walls and foundation of the Unitshall be free of material defects, and that the Unitdoes not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. if a non-compliancewith such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as l.essor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. if Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such n<>n—compiiance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems. roof, foundations, and/or bearing walls - see Paragraph 7). Lessor also warrants. that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii)any delinquent amounts due under any loan secured by the Premises; and (iii)any bankruptcy proceeding affecting the Premises. Notwithstanding the foregoing, the Parties acknowledge and agree that the following conditions are the responsibilityof Lee-eor anal that Leaaor agrees to rectify aaicl conditions» within n orie_(LLyearafter the Start: Date: (a) water is leaking into the basement; (l7)water is intruding through the wall over the south stage exit; and (c) the firs hatches: on the roof are inoperableand improperlyeeaicol. Under no circumstances (and notwithetanoling tzhie Paragraph,Paragraphs 2.4 and 7 and any other provisionin thia Lease to the contrary) shall Leeecc be responsiblefor (i) said conditions, (ii) Lceaar’a workto rectify earns, or (iii)Leeao?e failure to rectify same pursuant:
to the terms» of this Leaoe

2.13 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply withthe building codes. applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement. or portionthereof; was constructed. Said warranty does not apply to the use to which Lessee willput the Premises, modificationswhich ma r ulred by the Americans with DisabilitiesAct or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alterations or Utility , /' PAGE 2 or 24
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@1999 - AIRCOMMERCIAL REALESTATE ASSOCIATION M FORM MTN-16-04l14E EXHIBIT 1-‘.

Agenda Item #6.6:

Applicable Requirements and especially the zoning are appropriate for Lessee's intended use, ‘and acknowledges that past uses of the Premises may no longer be allowed. if the Premises do not comply with said warranty, Lessor shall. except as otherwise provided,promptly after receipt of written notice from Lessee setting forthwith specificity the nature and extent of such non-compliance. rectify the same at Lessor's expense. if Lessee does not give Lessor written notice of a noncompliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. if the Applicable Requirements are hereafter changed so as to » require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance.or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capltal Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below.ifsuch Capital Expendituresare required as a result of the specific and unique use of i
the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months‘ Base Rent.Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months‘ Base Rent. it Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall. however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) if such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandatedseismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due. an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay interest on the balance but may prepay its obligation at any time, if. however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. if Lessor does not elect to terminate.and fails to tender its share of any such Capital Expenditure. Lessee may advance such funds and deduct same. with interest.from Rent until Lessor's share of such costs have been fullypaid. if Lessee is unable to finance Lessor's share, or ifthe balance of the Rent 5 due and payable for the remainder of this Lease is not sufficient to fullyreimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. ,
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. if the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then. and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease under the circumstances described in this: Sulvparagraph (0).

2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises.(b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical.HVAC and fire sprinkler systems. security. environmental aspects. and compliance with ApplicableRequirements and the Americans with Disabilities Act). and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein.and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. in addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii)it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the i

2.5 Lessee as Prior Ownerloccupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately priorto the Start Date Lessee was the owner or occupant of the Premises. in such event. Lessee shall be responsible for any necessary corrective work.

2.6 Vehicle Parking. Lessee shall be entitled to use the number of parking spaces specified in Paragraph i.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spacesshall be used for parking by vehicles no larger than full-size passenger automobiles or pick-uptrucks.herein called "Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the priorwrittenpermission of Lessor. in addition:
(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees. suppli shippers. customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such PAGE 3 OF 24
©1999 - AIRCOMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-t6- 4/14E

E X H I B I T A
Agenda Item #6.6:

activities.
(b) Lessee shall not service or store any vehicles in the Common Areas. » (c) If Lessee permits or allows any of the prohibitedactivities described in this Paragraph 2.6. then Lessor shall have the right, withoutnotice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, whichcost shall be immediately payable upon demand by Lessor.

2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises, outside other leaeehclole in the Project and withinthe exterior boundary line of the Project and interior utility raceways and installations withinthe Unitthat are provided and designated by the Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

2.8 Common Areas - Lessee‘s Rights. Lessor grants to Lessee. for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in commonwith others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent. which consent may be revoked at any time. in the event that any unauthorized storage shall occur then Lessor shall have the right, withoutnotice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees toso abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
(a) To make changes to the Common Areas, including, without limitation,changes in the location, size, shape and number of driveways, entrances. parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utilityraceways;
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available;
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add additional buildings and improvements to the Common Areas; (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portionthereof; and
(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. if Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. Allother terms of this Lease (including but not limited to the obligations to pay Lessee‘s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period.

Any such Early Possession shall not affect the Expiration Date.

3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. it, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liabilitytherefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. ll possession is not delivered within60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after theend of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. if such writte otic is not received by Lessor withinsaid 10 day period, Lessee‘s right to cancel shall terminate. if possession of the Premises is not ‘to. -«mueam—:.c_~.M.
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©1999 - AIRCOMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-16-04/14E

EXHIBIT A
Agenda Item #6.6:

delivered within120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.

3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of Insurance (Paragraph 85). Pending delivewof such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date.including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, ifLessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession untilsuch conditions are satisfied.

4. Rent.

4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:
(a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as. 555 also, Paragraph52. all costs incurred by Lessor relating to the ownership and operation of the Pro est, including, but not limited to the following:
(i) The operation, repair and maintenance, in neat, clean. good order and condition , and if necessary the replacement, of the following:
(as) The Common Areas and Common Area improvements including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems Common Area liqhtinu facllltles fences and qatesLelevators buildinq svstems and . (lab) Exteriorsigns and any tenant directories.
: (cc) Any fire sprlnkler systems see.
(dd) All other areas and improvements that are within the exterior boundaries of the Pro'ect but outside of the Premise
(ii) The cost of water, gas, electricity and telephone to service the Common Areas and any utilitiesnot separately metered.
(iii) The cost of trash disposal, pest control services, property management, security services, owners‘ association dues and fees, m% and the cost of any environmental inspections. (iv) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment.
(v) Real Property Taxes (as defined In Paragraph 10).
(vi) The cost of the premiumsfor the insurance maintained by Lessor pursuant to Paragraph 8. (vii) Any deductible portion of an insured loss concerning the Building or the Common Areas. (viii) Auditors‘, accountants‘ and attorneys‘ fees and costs related to the operation, maintenance, repair and replacement of the Project excluding fees and costs eolsy related to another tenant. (ix) The cost of any capital improvement to the Building or the Pro'ect not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be regulred to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month. (X) The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense. \
(b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other building In the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. —‘Flee-provision-5 (c) The inclusion ofthe improvements, facilities and services set forth in Subparagraph 4.2(a) shalt not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to providethose services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d) Lessee's Share of Common Area Operating Expenses is payable monthly on the same clay as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor‘s estimate of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding year. if Lessee's payments during such year exceed Lessee‘s Share, Lessor shalt credit the amount of such’over-payment against Lessee's future payments. lf Lesses’s payments during such'year were less than Lessee's'Share, Lessee shallagoLessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement. ©1999 - AIRCOMMERCIAL REAL ESTATE ASSOCIATION ?u FORM MTN-16-04 4E

E X H I B I T A
PAGE 5 OF 24
Agenda Item #6.6:

(e) Common Area Operating Expenses shall not include any expenses paid by any tenant directly to thirdparties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds.

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States. withoutoffset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. Allmonetary amounts shall be rounded to the nearest whole dollar. in the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount than due shall not be a waiver of Lessor‘s rights to the balance of such Rent, regardless of Lessors endorsement of any check so stating. in the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorneys fees. second to accrued interest, then to Base Rent and Common Area Op'erating’Expenses, and any remaining amount many other outstanding charges or costs.

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6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same willnot impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Project. If Lessor elects to withhold consent. Lessor shall within 7 days after such request give written notification ofsame. which notice shall include an explanationof Lessor's obiectionsto the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent, The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation. or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii)regulated or monitored by any governmental authority. or (iii)a basis for potentialliabilityof Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii)the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority. and/or (iii)the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.

Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner. liquidpaper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all ApplicableRequirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liabilitytherefor. in addition, Lessor may condition its consent to any Reportable Use upon r
such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against PAGE 6 or 24
|NlTiAL§ A98V \
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©1999 - AIRCOMMERCIAL REALESTATE ASSOClATl0N M FORM MTN-16-04 14E

EXHIBIT A
Agenda Item #6.6:

damage, contamination, injury and/or liability, including, but not limitedto, the installation (and removal on or before Lease expirationor termination) of protective modifications(such as concrete encasements) and/or increasing the Security Deposit. ' (b) Duty to Inform Lessor. IfLessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation, Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertainingto or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by i or for Lessee, or any third party.
(d) Lessee indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal.remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor inwriting at the time of such agreement. (e) Lessor indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its officers, employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a direct result of Hazardous Substances on the Premises priorto Lessee taking possession or which are caused by Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expirationor termination of this Lease.
'
(i) investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises priorto the Lessee taking possession, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph

7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.
(g) Lessor Termination Optlon. Ifa Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in fullforce and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and remediate such Hazardous Substance Condition, if required. as soon as reasonably possible at Lessors expense, in which event this Lease shall continue in fullforce and effect, or (ii)if the estimated cost to remediate such conditionexceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. in the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. in such event, this Lease shall continue in fullforce and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. if Lessee does not give such notice and provide the required funds or assurance thereof within the time provided,this Lease shall terminate as of the date specified in Lessor's notice of termination.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective a?er the Start Date. Lessee shall, within 10 days after receipt of Lessors written request, provide Lessor with copies of all permits and other documents, and other informationevidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Proms to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (I)any water damage to the @1999 - AIRCOMMERCIAL REAL ESTATE ASSOCIATION

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PAGE 7 OF 24
FORM MTN-16-O4I14E
Agenda Item #6.6:

Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii)any mustlness or other odors that might indicate the presence of mold in the Premises.

6.4 Inspection; Compliance. Lessor and Lessor‘s "Lender" (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and othewvise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifyingcompliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. in such case, Lessee shall upon request reimburse Lessor for the cost of such inspection,so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor.

7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

7.1 Lessee's Obligations.
(a) in General. Subject to the provisions 'of Paragraph 2.2 (Condition), 23 (Compliance), 6.3 (Lessee‘s Compliance with Applicable Requirements), 7.2 (Lessor‘s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility installations (intended for Lessee's exclusive use. no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities , such as plumbing . HVAC
equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interiorwalls, interiorsurfaces of exterior walls - v v r . , ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customanj form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (it) boiler and pressure vessels, and (iii) clarifiers and ' ‘ fire a . However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. It Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days‘ prior written notice to Lessee (except In the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee’s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.
(cl) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and withoutrelleving Lessee of liabilityresulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.t(b) cannot be repaired other than at a cost which is in excess of 50% ol‘the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplyingthe cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time.

7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and i4 (Condemnation), Lessor, subject to reimbursement pursuant to i
t
Paragraph 4.2, shall keep in good order, condition and repair the foundations, e - - ' ~ ~ ' ' »
- , exterior walls (in 2 wat:er—tlght and water-impermeablecanolitlon, ), structural condition of interior bearing walls, exterior root, fire sprinkler system auizact to ?cct on 2 1 a and 2 l2 above, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, tences, nJ?M aumppumpclnCommon/veaaonly,‘ .. . . ..».-.7-.~~ ; »..,--.».-..»;. --...-.= ;..- ;. — --- . .- - . - .- = - -- --- -: ----'= -'~ ,signsanduti|itysystems serving the Common Areas and all parts thereof, as well as rovidln the services for which there is a Common Area 0 eratin Ex ense ewed Lessor shall notbe obligated to paint the exterior or interiorsurfaces of exteriorwalls nor shall Lessor be obligated to maintain. repéinocreplace windows, doors or plate glass of the Premises nor any feature that Lee-aceis requiredto maintain and repair unless the PAGE 3 or 24
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EXHIBIT A
Agenda Item #6.6:

damage. disrepairor deteriorated condition is solely caused by Lessor's acts or omissions. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistentwiththe terms of this Lease. i ‘

7.3 Utility installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all floor and window coverings, air and/or vacuum lines, power panels, electricaldistribution, security and fire protection systems, communication cabling, lightingfixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee‘s machinery and equipment that can be removed withoutdoing material damage to the Premises. The term "Alterations" shall mean any modificationof the improvements. other than Utilityinstallations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utilityinstallations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Exceptas is providedin and subject to Paragraph56 of the Addendum, Lessee shall not make any Alterationsor Utilityinstallations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility installationsto the interior of the Premises’ (excluding the roof) withoutsuch consent but upon notice to Lessor, as long as they arenot visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls.willnot affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor provided,however.that in the event Lessee is required to use a competitive bidding process or other procedurewhich requires the Lessee to select the contractor. then Lessor shall not have any rights pursuant to this scntence. Any Alterations or UtilityInstallations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written formwith detailed plans. Consent shall be deemed conditioned upon Lessee‘s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii)compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utilityinstallations shall be performed in a workmaniike manner with good and sufficient materials. Lessee shall promptly upon completionfurnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to f50% of the estimated cost of such Alteration or Utility installation and/or upon Lessee's posting a an additional-Security Deposit with Lessor.
(c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialman’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. if Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. it Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifyingLessor against liabilityfor the same. if Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys‘ fees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided. all Alterations and Utility installations made by Lessee shall be the property of Lessee.but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utilityinstallations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By Except as to any Alterations, ExpansionStructure or Utility installations affected or installed pursuant to Paragraph 56 or 62 of the Addendum or any other Alteration or Utility installation consented to by Lessor, by delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utilityinstallations be removed by the expirationor termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or UtilityInstallations made withoutthe required consent. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utilityinstallations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any thirdparty (except Hazardous Substances which were deposited via underground migration from areas outside of t
to the level specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any INITIALS3 W).
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personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisionsof Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense: Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.

8.2 Liability insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liabilitypolicy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrencewiih an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liabilityassumed under this Lease as an "insured contract" for the performance of Lessee‘s Indemnity obligations under this Lease. The limitsof said insurance shall not, however, limitthe liabilityof Lessee nor relieve Lessee of any obligation hereunder.

Lessee shall provide an endorsement on its liabilitypo|icy(ies) which providesthat its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose Insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liabilityinsurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements, Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, E
but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utilityinstallations, Trade Fixtures, and Lessee‘s personal property shall be insured by Lessee not by Lessor. Ifthe coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood andlor earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any ApplicableFlequlrementsrequiring the upgrading, demolition.reconstruction or replacement of any portionof the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflationguard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted US. Department of Labor Consumer Price Index for AllUrban Consumers tor the city nearest to where the Premises are located. Ifsuch insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence. (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value insurance"). Said Insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Flent otherwise payable by Lessee, for the next 12 month period. i (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project ifsaid increase is caused by Lessee‘s acts, omissions, use or occupancy of the Premises. (d) Lessee's Improvements. Since Lessor is the Insuring Party. Lessor shall not be required to insure Lessee Owned ‘i Alterations and Utilityinstallations unless the item in question has become the property of Lessor under the terms of this Lease.

8.4 Lessee‘s Property; Business Interruption Insurance; Worker's Compensation insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee‘s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property. Trade Fixtures and Lessee Owned Alterations and UtilityInstallations. (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributableto all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a ‘Waiver of Subrogation‘ endorsement. Lessee shall provide Lessor with a copy ofsuch endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (cl) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of ingra?gis?eemed herein are adequate to cover Lessee‘s property, business operations or obligations under this Lease. /’
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8.5 insurance Policies. insurance required herein shall be by companies maintaining during the policy term a "General Poiicyholders Rating" of at least A«, Vii, as set forth in the most current issue of "Best's insurance Guide", or such other rating as may be required by a Lender.

Insurance policiesrequired hereunder and their premiums shall be commercially reasonable. Lessee shall not do or permit to be done anything which invalidatesthe required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable orsubject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least to days priorto the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fall to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. Lessee shall submit to Lessor evidence of the insurance policiesLessee is required to maintain hereunder within the time specifiedin this Lease, Unless Lessor notifies Lessee in writing within thirty (50) dayelafter the S?tartlbate thatsuch evidence and/orpoliciesdo not meetthe requirementsof this’Lease, said policiesand evidence shall be deemed to complywith the insurance requirements imposeduponLessee under this Lease.

8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limitedby the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurancecarriers waive any right to subrogaiion that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessors gross negligence or willfulmisconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents,Lessors master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys‘ and consultants‘ fees, expenses and/or liabilitiesarising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. if any action or proceeding is brought against Lessor by reason of any of the foregoing matters for which Lessee providesindemnification hereunder, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have firstpaid any such claim in order to be defended or indemnified.

8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding Exceptfor the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods. wares, merchandise or other property of Lessee, Lessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers,wires, appliances, plumbing, HVAC or lightingfixtures, or fromany othercause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii)any damages arising from any act or neglect of any other tenant of Lessor or fromthe failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or (iii)injury to Lessee's business or for any loss of income or profit therefrom. instead, it is intended that Lessee's sole recourse in the event of such damages or injury he to file aclaim on the insurance policylies) that Lessee is required to maintain pursuant to the provisions of paragraph 6.

3.9 Failure to Provide insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance reguired herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the reguired insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the reguired insurance, the Base Rent shall be automatically increased without any requirementfor notice to Lessee, by an amount egual to —1-6%/o§_'[aof the then existing Base Rent or $100 whichever is reater. The artles a ree that such increase in Base Rent re resents fair and reasonable com ensation for the additional risklcosts that Lessor will incur b reason of Lessee's failure to maintain the re uired insurance. Such increase in Base Rent shall In no event constitute a waiver of Lessee's Default or Breach with res ect to the failure to maintain such insurance revent the exercise of an of the other ri hts and remedies ranted hereunder nor relieve Lessee of its obii ation to maintain the insurance s eclfled in this Lease.

9. Damage or Destruction.

9.1 Definitions.
(a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and UtilityInstallations.which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writingwithin 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utilityinstallations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destructionand/orthe cost thereof exceeds a sumequai to 3’?ri6r’rth‘sBase Rent. Lessor shall notifyLessee inwritihgwithin30 days from e
of the damage or destruction as to whether or not the damage is Partial or Total, PAGE 11 OF 24
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(c) "lnsureci Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned l Alterations and UtilityInstallations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph

8.3(a), irrespective of any deductible amounts or coverage limitsinvolved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance condition" shall mean the occurrence or discovery of a conditioninvolving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration.

9.2 Partial Damage - insured Loss. if a Premises Partial Damage that is an insured Loss occurs, then Lessor shall. at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utilityinstallations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in’such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, it the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the insuring Party shall promptlycontribute the shortage in proceeds as and when required to complete said repairs. in the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, fullreplacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessorwith the funds to cover same, or adequate assurance thereof.within 10 days following receipt of written notice of such shortage and request therefor. if Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. if such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii)have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs it made by either Party.

9.3 Partial Damage - Uninsured Loss. if a Premises Partial Damage that is not an insured Loss occurs, unless caused by a negligent or willfulact of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repairsuch damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall continue in full force and effect, or (ii)terminate this Lease by giving written notice to Lessee within30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. in the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor oi Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within30 days after making such commitment. in such event this Lease shall continue in fullforce and effect. and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. if Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the terminationnotice.

9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. if the damage or destruction was caused by the gross negligence or willfulmisconduct of Lessee. Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. ii at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by. (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i)the date which is to days after Lessee‘s receipt of Lessor's written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. if Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense. repair such damage as soon as reasonably possible and this Lease shall continue in fullforce and effect. if Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished.

9.6 Abatement oi Rent; Lessee's Remedies.
(a) Abatement. in the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired during the period beginning on the later of (I) the date of destruction or the advent of the condition, or (ll)'t;he date Leeece ceases to occupythe ' of the Fremleee because of same and ending on the date the Leeeee is able to and dose occupythe Frernieso.which I ITIA
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date shall not be longer than $9 LQdays after completionof the repair, remediation or restoration of such damages, but not to exceed the proceeds received from the Rental Value insurance. Allother obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liabilityfor any such damage, destruction, remediation, repair or restoration except as provided herein. (b) Remedies. it Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time priorto the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. if Lessee gives such notice and such repair or restoration is not commenced within30 days thereafter, this Lease shall terminate as of the date specified in said notice. if the repair or restoration is commenced within such 30 days, this Lease shall continue in fullforce and effect. "Commence" shall mean either the unconditional authorization of the preparationof the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 62(9) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lesses to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.

10. Real Property Taxes.

10.1 Detinition. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvementbond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor‘s right to other income therefrom, and/or Lessor‘s business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction withinwhich the Project is located. The term "Real Property Taxes“ shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limitedto, a change in the ownership of the Project, (ii)a change in the improvements thereon, and/or (iii)levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. in calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. See also Paragraph 60.

10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisionsof Paragraph

4.2. 10.3 Additional improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utilityinstallations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.

10.4 Joint Assessment. ifthe Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportionof the Real Property Taxes for all of the land and improvements included withinthe tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive.

10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. if any of Lessee's said property shall be assessed with Lessors real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property.

11. Utilities and Services. Lessee shall pay for allwater, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisionsof Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it is emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utilityor service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable controlor in cooperation with governmental request or directions.

12. Assignment and Subiettlng.

12.1 Lessor's Consent Required.
(at) Lessee shall not voluntarily or by operation ofrlaw assign, transfer, mortgage or encumber (collectively, "assign or as ign em") or sublet all or any part of Lessee's interest in this Lease or in the Premises withoutLessor's priorwritten consent. See Paragraph 59. ég i As, 4 PAGE 13 OF 24
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lb) Unless Lessee is a corporation and its stock is publiclytraded on a nationalstock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis. of 25% or more of the voting control of Lessee shall constitute a change in control for this purpose.
((2) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, ?nancing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee‘s assets occurs, which results or willresult in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented, or as it exists immediately priorto said transaction or transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.
(cl) An assignment or subletting without consent shall, at Lessor‘s option, be a Default curable after notice per Paragraph t3.1(c), or a noncurable Breach without the necessity of any notice and grace’ period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i)terminate this Lease, or (ii)upon 30 days written notice, increase the monthly Base Rent to H0“/a of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i)the purchase price of any optionto purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non~fiXedrental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limitedto compensatory damages and/or injunctive relief.
(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested.
(g) Notwithstanding the foregoing, allowing a de minimis portionof the Premises, ie. 20 square feet or less. to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting.

12.2 Terms and Conditions Applicable to Assignment and subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (i) be effective without the express writtenassumption by such assignee or subiessee of the obligations of Lessee under this Lease, (ii)release Lessee of any obligations hereunder, or (iii)alter the primary liabilityof Lessee for the payment of Rent or forthe performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee‘s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee‘s Default or Breach. (c) Lessor's consent to any assignment or subletting shall not constitute consent to any subsequent assignment or subletting.
(cl) in the event of any Default or Breach by Lessee, Lessor may proceed directlyagainst Lessee, any Guaranfors or anyone else responsible for the performance of Lessee‘s obligations under this Lease, including any assignee or subiessee, without first exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor‘s determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)
it) Any assignee of, or subiessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term. covenant. condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing.
(g) Lessors consent to any assignment or subletting shall not transfer to the assignee or subiessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor inwriting. (See Paragraph 39.2)

12.3 Additional TermsandConditions Applicable to subletting.The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in allsubleases under this Lease whether or not expressly incorporatedtherein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee‘s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee‘s obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee‘s obligations, Lessee may collect said Rent. in the event that the amount collected by Lessor exceeds Lessee‘s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment ofsuch sublease, nor by reason of the collection of Ftenf, be deemed liable to the sublessee for any failure of Lessee to perform and comply withany oi Lessee‘s obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor PAGE 14 or 24
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stating that a Breach exists in the performance of Lessee‘s obligations under this Lease, to pay to Lessor all Ftent due and to become due under the sublease. Sublessee shall rely upon any such notice-from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such subiease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches ofsuch sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior writtenconsent. ’ (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee withinthe grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Flutes and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surely bond, or to fulfillany obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE

ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF FIENTOR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVEROF ANYOF LESSOR‘S RIGHTS, INCLUDINGLESSOFi'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.

I
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting publicor private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a periodof 3 business days , following written notice to Lessee.
(d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii)the rescission of an unauthorized assignment or subietting, (iv) an Estoppel Certificate or financialstatements, (V)a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii)material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failurecontinues for a period of 10 days followingwritten notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1 (a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that ifthe nature of Lessee’s Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.
(f) The occurrence of any of the following events: (i)the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless. in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii)the appointment of a trustee or receiver to take possession of substantially all of Lessee‘s assets located at the Premises or of Lessee‘s interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee‘s assets located at the Premises or of Lessee‘s interest in this Lease, where such seizure is not discharged within30 days; provided, however, in the event that any provisionof this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (9) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) if the performance of Lessee‘s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liabilitywith respect to this Lease other than in accordance with the terms of such guaranty, (iii)a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on an anticipatory basis, and Lessee’s failure, within 60 days following written notice of any such event, to providewritten alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. »

13.2 Remedies. if Lessee fails to perform any of its affirmative duties or obligations, withinE days after written notice (provided, ' however, that if the nature of Leaecefeobligation is such that more than 10 days arereaeonabiy requiredfor its performance,than L g_otIvein breach if performanceis commenced withinsuch 10 day periodand thereafter diligently pursuedto completion) PAGE 15 OF 24
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(or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies. or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or withoutfurther notice or demand, and withoutlimitingLessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. in such event Lessor shall be entitled to recover from Lessee: (i)the unpaid Rent which had been earned at the time of termination; (ii)the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii)the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee‘s failure to perform its’obligations'under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limitedto the cost of recovering possession of the Premises, expenses of reietting, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision(iii)of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the Districtwithin which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. if termination of this Lease is obtained through the provisionalremedy of unlawfuldetainer.Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. if a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawfuldetainer statute shall also constitute the notice required by Paragraph 13.1. in such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee ’ may sublet or assign, subject only to reasonable limitations. Acts of maintenance, elforts to relet, and/or the appointment of a receiver to protect the Lessor‘s interests, shall not constitute a termination of the Lessee's right to possession. me.m_e.mna..e.u.=t«e....s=....a..,........_...../
(c) Subject to the terms and conditions of this Lease, pursueany other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or terminationof this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liabilityunder any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 inducement Ftecapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "inducement Provisions", shall be deemed conditionedupon Lessee's fulland faithfulperformance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such inducement Provision shall automatically be deemed deleted fromthis Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writingby Lessor at the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease.the exact amount of which willbe extremely difficultto ascertain. Such costs include, but are not limitedto, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor willincur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach withrespect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder.in the event that a late charge is payable hereunder, whether or not collectedqfor 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessors option, become due and payable quarterly in advance.

13.5 interest. Any monetary payment due Lessor hereunder.other than late charges, not received by Lessor, when due shall bear , interest from the 31st day after itwas due. The interest ("|nterest“) charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. interest is payable in addition to the potential late charge providedfor in Paragraph 13.4.

13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor falls withina reasonable time to penormgtggblbation required to be perlcrmed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days PAGE 15 OF 24
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after receipt by Lessor, and any Lender whose name and address shall have beenfurnished Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that ifthe nature of Lessor's obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced withinsuch 30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf ofLessor. in the event that neither Lessor nor Lender cures said breach within30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. if the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. if more than 10% of the floor area of the Unit, or more than 25% of the parking spaces is taken by Condemnation, Lessee may, at Lessee‘s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in fullforce and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utilityof the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill andlor Trade Fixtures, withoutregard to whether or not this Lease is terminated pursuant to the provisionsof this Paragraph. AllAlterations and Utilityinstallationsmade to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. in the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.
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15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest inthis Lease shall be deemed to have assumed Lessor's obligation hereunder.

15.3 Representations and lndemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other-t~han—said Hameeksrekers is entitled to any commission or l‘inder‘sfee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect. defend and hold the other harmless from and against liabilityfor compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnlfying Party, including any costs, expenses, attorneys’ fees reasonably incurred with respect thereto.

16. Estoppei Certificates.
(a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party“) execute, acknowledge and deliver to the Requesting Party a statement inwriting in form similar to the then most current “Estoppei Certificate" form published by the AIRCommercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.
(b) ifthe Responding Party shall fall to execute or deliver the Estoppei Certificate within such 10 day period, the Requesting Party may execute an Estoppei Certificate stating that: (i)the Lease is in full force and effect without modification except as may be represented by the Requesting Party. (ii)there are no uncured defaults in the Requesting Party's performance, and (iii)if Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppei Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. in addition, Lessee acknowledges that any failure on its part to provide such an Estoppei Certificate will expose Lessor to risks and potentially causeiessor to incur costs not contemplated by this /extent of which will be extremely difficultto ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppei (
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Cenificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Plent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee‘s failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) if Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall withinto days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limitedto Lessee's financial statements for the past 3 years. Allsuch financialstatements shall be received by Lessor and such lender or purchaser in confidence and shall be used only forthe purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, ifthis is a sublease, of the Lessee's'interest in the priorlease. in the event of a transfer of Lessor's title or interest in the Premisesor this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liabilitywith respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members.directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease, the 5ul7|eaee dated August 1, 2016, between the Leases and the Selzaetiani Theatre Foundation, a California not for profitCorporation (“5TF"),and the Right of First Kefueal Agreement dated August 1,2016, between the Lessor, Leases and STF contains all agreements between the Parties withrespect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. Notices.

23.1 Notice Requirements. All notices requiredor permitted by this Lease or applicable law shall be in writingand may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail,with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently given ifserved in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee‘s taking possession of the Premises, the Premises shall constitute Lessee‘s address for notice. Acopy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. A copy of all notices to Leeeee ehall be concurrently transmitted to such party or parties at such addressee as Leeeee may from time to time hereafter designate in writing by do ya: mgno): cc of such to Lease: as def nod above

23.2 Date of Notice, Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or it no delivery date is shown, the postmark thereon. ifsent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mailor overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or by emailshall be deemed delivered upon telephone confirmation of receipt (if by fax, a confirmation report fromfax machine is sufficient), provided a copy is also delivered via delivery or mail. if notice is received on a Saturday. Sunday or legal holiday, it shall be deemed received on the next business day.

24. Waivers.
(a) No waiver by Lesser of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessors consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessors consent to, or approval of, any subsequent or’similar act by Lessee, or be construed as the basis of an estoppel to enforce the provisionor provisions of this Lease’ requiring such’ c
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(b) The acceptance of Rent by Lessor shall not be a waiver of any Defaultor Breach by Lessee. Any payment by Lessee may be accepted by Lessor on'account of moneys or damages clue Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements andlor conditions shall be of no force or effect whatsoever unless speci?cally agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALLMATTERS RELATED

THERETO AND HEREBYWAIVE THE PROVISIONS OF ANY PRESENT OR FUTURESTATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITHTHIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:
(i) ”
" Lessois"AgéiI't. A Ee’sscT"s"a'ge'ntunder a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor‘s agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings withthe Lessor. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of. the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmativeduties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by agreement the agent may receive compensation for services rendered, either in full or In part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity. honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmativeduties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (II).In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessorwill accept rent in an amount less than that indicated in the listing or that the Lessee is willingto pay a higher rent than that offered. The above duties of the agent in a real estate transaction do notrelieve a Lessor or Lessee from the responsibilityto protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction.

A real estate agent is a person qualified to advise about real estate. Iflegal or tax advice is desired, consult a competent professional. (b) Brokers have no responsibility with respect to any Default or Breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the , Start Date and that the liability (including court costs and attorneys‘ fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitationon each Broker's liabilityshall not be applicable to any gross negligence or willfulmisconduct of such Broker. (c) Lessor and Lessee agree to identity to Brokers as "Confidential" any communicationor informationgiven Brokersthat is considered by such Party to be confidential.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expirationor termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be Increased to 150% of the Base Rent applicable immediately preceding the expirationor termination, Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.
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27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

28. Covenants and Conditions; Construction of Agreement. Allprovisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as ifboth Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. <50. V N‘; Subordination; Attornment; Non-Disturbance.

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30.1 Subordination. This Lease and any Option granted herebyshall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), nowor hereafter placed upon the Premises.to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liabilityor obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof.

30.2 Attornment. in the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease willautomatically become a new lease between Lessee and such new owner,'and (ii)Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assumeail of Lesscr‘s obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisitionof ownership; (b) be subject to any offsets or defenses which Lessee might have against any priorlessor, (c) be bound by prepayment of more than one months rent,,or (d) be liable for the return of any security deposit paid to any priorlessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement providesthat Lessee‘s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and atlorns to the record owner of the Premises. Further, within60 days after the execution of this Lease, Lessor shall, if requested by Lessee, useits commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. in the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-DisturbanceAgreement.

30.4 Self-Executing. The agreements containedin this Paragraph 30 shall be effective withoutthe execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, atlornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys‘ Fees. if any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys‘ fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing’Pa'rty" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense.

The attorneys’ fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably incurred. in addition, Lessor shall be entitled to attorneys’ fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence forsuch services and consultation).

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lesscr‘s agents shall have the right to enter the Premises at any time, in the case of an emergency, and othenivise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additionsto the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. Allsuch activities shall be without abatement of rent or liabilityto Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lesscr‘s prior written consent.

Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary “For Lease" signs during the last 6 months of the term hereof. Except for ordinary "For Sublease" signs whichmay be placed only on the Premises signs in the crttraricc: or foyer of the Premises advertising ehowe and/or events occurring at the Fremieee, and eigna in the Premises’marquee,Lessee shall not place any sign upon the Project without Lesscr‘s prior written consent. Allsigns must comply with allApplicable Requirements.

35. Termination; Merger. Unless specifically stated otherwise inwriting by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessors failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest.

36. Consents." Except as othenvise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects’, 114/
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attorneys‘, engineers’ and other consultants‘ fees) Incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee uponreceipt of an invoice and supporting documentation therefor. Lessors consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. in the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination.the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request.

37. Guarantor. (N/A)
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38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee‘s part to be observed and erformed under this Lease, Lessee shall have uiet ossession and uiet enjoyment of the Premises during the term P Cl D it hereof.

39. Options. lf Lessee is granted any option, as defined below, then the following provisionsshall apply.

39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2 Options Not Personal To Original Lessee, Any Option granted to Lessee in this Lease is not personal to the original Lessee, and cannot can be assigned or exercised by the d original Lessee, any assignee, and any sulvlessee of this Lease or sublease successor lessee under this Lease as long as the original Lessee, any assignee, er and any sublessee remains liablefor the performanceof all terms of this Lease which are the Lesseo’s to perform.

D.» rni mm :6.» an t Al-ul an » mnttl rfifulirvnlhtafl 3: H n in» not M Mr, r ,1: « irlnlnn .- um Min/1 1 H 1 x 1 2 ms :1 er

39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validlyexercised. '

39.4 Effect of Default on Options.
(a) Lessee shall have no right to exercise an Option: (i) during the period commencingwith the giving of any notice of Default and continuing until said Default is cured, (ll)during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii)during the time Lessee is in Breach of this Lease, or (iv)in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of time withinwhich an Option may be exercised shall not be extended or enlarged by reason of Lessee‘s inability to exercise an Option because of the provisionsof Paragraph 39.4(a). (c) An Option shall terminate and be of no further iorce or effect, notwithstanding Lessee‘s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (withoutany necessity of Lessor to give notice thereof),or (ii)ifLessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protectionof the Premises, Lessee, its agents and invitees and their property from the acts of third parties.

41. Reservations. Lessor reserves the right: (i)to grant, without the consent or ioinderof Lessee.such easements, rights and dedications that Lessor deems necessary, (ii)to cause the recordation of parcel maps and restrictions, and (iii)to create and/or install new utilityraceways, so long as such easements, rights. dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee.

Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.

42. Performance Under Protest. . If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof.the Party against whom the obligation to pay the money is asserted shall have the right to make payment “under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. if itshall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its rightto protest such payment.

I ggity;Multiple Parties; Execution.

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(a) if either Party hereto is a corporation. trust, limited liability company, partnership, or similar entity, each individualexecuting this Lease on behalf of such entity represents and warrants that he orshe is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) if this Lease is executed by more than one person or entity as "Lessee“, each such person or entity shall be ioinlly and severally liable hereunder. it is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45. ' Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable ncn—monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDINGINVOLVINGTHE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48. Arbitration of Disputes. An Addendum requiring the Arbitrationof all disputes between the Parties andlor Brokers arising out of this Lease CI is III is not attached to this Lease.

49. Accessibility; Americans with Disabilities Act.
(a) The Premises: [I have not undergone an inspection by a Certified Access Specialist (CASp). El have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California CivilCode §55.51 et seq. IZIhave undergone an inspection by a Certified Access Specialist (CASp)and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.
(b) . Saince compliance with the Americans with DisabilitiesAct (ADA)is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADAor any similar legislation. in the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. .

I 4 -1 4: : . II.Ill| —.n.n4u-.u I ’l‘cI_:I4= -_u 51', 4'neu.- 4 4411:». —.I1‘ I LESSOR AND LESSEE HAVE CAREFULLY READANDREVIEWEDTHIS LEASE AND EACH TERMANDPROVISION CONTAINEDHEREIN,AND [ BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBYAGREE

THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLYREASONABLE ANDEFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: N0 REPRESENTATIONOR RECOMMENDATION IS MADE BYTHE AIRCOMMERCIALREAL ESTATE ASSOCIATION OR BYANY

BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH ITRELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL ANDTAXCONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATIONSHOULD INCLUDE BUT NOT BE LIMITEDTO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF

THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITHTHE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITYOF THE PREMISES FOR LESSEE'S INTENDEDUSE.

WARNINGFIF THEVPREMISES ARE LOCATED IN A STATEOTHER THANCALIFORNIA,CERTAIN PROVISIONS OF THE LEASE MAYNEED TO EDTO COMPLY WITHTHE LAWS OF THE STATE INWHICH THE PREMISES ARE LOCATED.

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Agenda Item #6.6:

The parties herelo have executed this Lease at the place and on the dates specified above their respective signatures.

Executed at: Dllli‘-.‘-VNA ill" Executed at: Sg;.,\/ ,, (52 é;,_4 On: ‘Q 453 « [1/'[1,b'/1,, ' On: /
By LESSOR: By LESSEE:
/, x&;W;“W
Name Printed:

Tiller
By:

Name Printed: Doris Safizranian Name Printed/: Carol Giovanatto Title: President Title: City Manager
Address: 4144 Redwood Road Addresszcity of Sonoma, No . 1 The Plaza, Oakland, CA 94619 Sonoma, CA 95476
Telepl1one:(5l0) 482 8100 Telephone:(707) 933 2213
Facs|mile:(5 l O) 4 8 2 8 8 7 6 Facsimile:(7 O7) 938 8 7 7 5 Email: dkseyram'.an@aol .com Email: www.sonomacity .org Email: Email:

Federal IDNo. Federal IDNo.

Wlth copiesto:

Law Office of MichaelR. Woods and Jeffrey A.Walter
84-6 Broadway Walter <3»Flatale, Attorneys at Law
Sonoma CA954-76 670 West NapaStreet Suite F
707-996-1776 x500 5onoma.CA 954-76
Fax: 707 996-2460 707-996-9690
Email: mwoads?mrwlawcorpoom Fax:707-996-9605
Email: jwalter@wa|tepl5tole.com
F. 0. Box 874-
E The 5el;a5tlanlTl1catro Foundation
2 § Sonoma, CA 954-76
Dag h
7 X
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24-15Bristol Road
Kenwaod, CA 95452
Email: dbeilach@5on|5.net
41 i
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BROKER: Q
BROKER: {ZBLQV/iLD‘1)\}
MIHW f" ateme
Attn: . Attn:

Title: 52, Title:

Address: UQ90 /24 4,./ f 4/‘! C.3.55 _ Address:
ax i-»»’ as’ M 0 * Teiephone:(C,7Li3C}~" 2&«C> i?’391) Telephone:( ) Facsimiiz-3:( ) Facsimiie:( )
Email: , ‘L4am; gnxykj? /J Kg,y:p¢t/3 Email:

Federal ID No. Federal ID No.

Broker/Agent BRE License #: / W '1'!» 3"’), " Broker/Agent BRE License #1 NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIRCommercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale, CA 91203.

Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.
©Copyright1999 By AIR Commercial Real Estate Association.

All rights reserved. No part of these works may be reproduced In any form without permission in writing.

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Agenda Item #6.6:

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EXHIBIT A

ADDENDUM
The following terms and conditions are hereby incorporated in and made a part of the Standard industrial/Commercial Multi~TenantLease-Net dated, for reference purposes only, December 1, 2016 on the property commonly known as 472 First Street East, Sonoma, CA in which Sebastiani Building investors inc, A California Corporation, is referred to as “Lessor” and the City of Sonoma, a California general law city, is referred to as “Lessee”.

50. (a) The minimum Base Rent per month during the lease term and any extensions thereof shall be adjusted each December 15‘by an increase of 2% (Two percent) per year beginning with the first anniversary of the Commencement Date.
(b) All the above monthly Base Rent payments shall be in addition to any Common Area Operating Expenses and property taxes as outlined in the Lease. (c) There shall be no additional Rent charged by Lessor for any Alterations, ADA improvements (in Paragraph 56 below), Expansion Structure (defined below), or Utility installations constructed, added or erected after the Start Date, even ifsaid Alterations, ADA improvements, Expansion Structure or Utility installations result in additional square footage being added to the Premises or Building.

However, Lessee shall be liable for any increase in real property taxes directly attributable to said Alterations, ADAImprovements, Expansion Structure and Utilityinstallations.

51. Notwithstanding paragraph 1.3 to the contrary, in the event the County of Sonoma agrees in writing to exempt the Unitfrom real property taxes ifthe Original Term of the Lease is at least thirty-five (35) years, then Lessor and Lessee agree that the Original Term shall be thirty-five (35) years (“Modified Original Term") and the Lease shall be deemed to be so amended; provided, however that said Modified Original Term shall not become effective untiland unless, priorto December 1, 2017, Lessee gives notice to Lessor of the County of Sonoma’s determination as described above, along with the necessary documentation evidencing said determination. if Lessee does not give Lessor notice of such by December 1, 2017, this lease willbe for the original term of twenty»five (25) years.

52. in addition to the expenses identified in Paragraph 4.2, Lessee shall be responsible for the following expenses: (a) Sewer charges currently based at 6.7 ESD’s based on a current seating capacity of 335 seats. Lessee acknowledges that this figure is subject to recalculation by the sewer district and that Lessee may pay more or less based on the sewer district's calculations.

53. in the event that Lessee fails to maintain insurance per Paragraph 8 or should Lessee's insurance per Paragraph 8 lapse for any reason, all Alterations as defined by Paragraph 7.3(a) owned by Lessee shall immediately become the property of Lessor untilsuch time as Lessee obtains reinstatement of insurance or a new policy of insurance subject to the provisions of Paragraph 8 and provides Lessor with evidence of reinstatement or a new policy of insurance. During such time that Lessor has ownership of any Alterations, Lessee shall continue to be responsible for all maintenance, repairs and replacement of Alterations.

54. Lessee shall obtain service contracts for regularly scheduled maintenance of any exhaust fans and HVAC systems in accordance withParagraph 7.1(b).

55. Lessee shall maintain and keep free of any debris the covered front entrance to the Premises and the ticket booth.

56. Subject to and qualified by the provisions of this Paragraph, Lessee shall be responsible for any and all costs, including but not limitedto the installation of those improvements (ADA improvements) necessary, to bring the Premises in compliance with the current Americans with DisabilitiesAct (ADA). Lessee shall complete said ADA improvements by no later than forty—eight(48) months after the Commencement Date; provided, however, that if withintwenty-four (24) months after the Commencement Date, Lessee is unable, in its sole determination, to raise sufficient funds to pay for said ADAimprovements, Lessee shall have—the right to terminate the Lease upon one hundred twenty (120) days advance, written notice to Lessor, which said notice must be delivered to Lessor no later than thirty (30) days after the second year anniversary of the Commencement Date. if any terms of the Lease are in conflictwith this Paragraph 56, the terms contained in this Paragraph shall prevail. ’
Sebastiani Theater Addendurn~Fina1Version
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Agenda Item #6.6:

‘éf.

EXHIBIT

58. Provided that Lessee is not in breach or default beyond any applicable cure periods of any terms, conditions, covenants, obligations or provisions of the Lease, and that no event shall have occurred or state of facts exists which if continued uncured will, with the lapse of time or the delivery of notice, or both, constitute an event of default on the part of Lessee, then Lessee shall have and is hereby granted, the option to extend the Original Term or Modified Original Term of the Lease, as the case may—be,—for—one (1) additional period of twenty«five (25) years (the “Renewal Term”). Lessee’s occupancy of the Premises during the Renewal Term shall be governed by all of the terms, conditions, covenants and provisions of the Lease including this Addendum except that Lessee shall have no further option to extend the Term after the expiration of the Renewal Term if exercised. if Lessee desires to exercise its option to extend the Original Term or Modified Original Term of the Lease, as the case may be, Lessee must give Lessor notice in writing (the "Option Notice") of Lessee's election to do so at least one hundred eighty (180) days, but not more than three hundred sixty~five(365) days, priorto the expiration of the current Term. The annual Base Rent for the first year of the Renewal Term shall be 102% of the previous year's Base Rent.

59. Notwithstanding anything to the contrary stated in this Lease, Lessee is permitted to assign andlor sublet this Lease and all of Lessee’s rights and obligations under this Lease to the Sebastiani Theatre Foundation, a not for profit California Corporation (“Foundation") and/or to any other party; provided that any such subletting or assignment shall not release Lessee of any obligations hereunder and shall not alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. Lessor consents to said subleases and/or assignments, and no further consent from Lessor is required for same. With respect to allsubleases and assignments other than the sublease withthe Foundation mentioned above, the Lessee shall give written notice of its intent to sublease or assign the Lease to the Lessor at least thirty (80) days before the sublease or assignment becomes effective. Without limiting the generality of the foregoing, the provisions of Paragraphs 12 and 36 shall not apply to these specific subleases and assignments.

60. Notwithstanding anything to the contrary stated in this Lease, in the event that at any time during the Term, Lessee’s liabilityfor the payment of real property taxes increases by ten percent (10%) or more, year over year, as a result of a sale or transfer of the property then: (a) Lessee shall have the right to pay the amount of the increase in five equal payments, the first payment starting on the date that Lessee’s payment of Common Area Operating Expenses are otherwise due that is the closest to the date Lessee first receives written notice trom Lessor of the increase; (b) subsequent payments by Lessee shall be due on the anniversary dates of the first payment; (o) no interest shall accrue on the outstanding balances owed under this paragraph 60; and (d) this right shall be exercisable only once during the Term. 51_ [men?onauy Le? Blank 1:1...-EngHa T rrvu,I no cHall_h:1\I an Hg lug Diglat 5 Fire: gt fun-2); gin‘ hao fix Dr JimE in that an int H1-:01 A car r ctiuno an r\Hnr in pnr ha n_th Dr ‘i t r tn has an Sebastiani Theater Addendum-Final Version
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62. Lessee shall have the right to construct an Expansion Structure (such as, without limitation, for additional storage) in the approximate location shown on Exhibit A to the Lease as “proposed storage/dressing," subject to Lessor’s approval as to design and materials. No rent shall be charged for such additional space, and no further Lessor consent or Lessee bond or security deposit shall be required.

Except as otherwise provided in this paragraph, an Expansion Structure shall constitute an Alterationand be subject to any applicable provisions of paragraphs 7.3 and 7.4.

The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this document.

Date: Lessor: Sebastiani Building Investors lnc., a California Corporation Date: /7122?Z0//o Lessee: The City of Sonoma, a California general law city :
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Agenda Item #6.6:

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Agenda Item #6.6:

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Agenda Item #6.6:

City Council:

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

REGULAR MEETING MINUTES

OF THE SONOMA CITY COUNCIL
City Council Chambers
177 First Street West
Wednesday, April 19, 2023
6:00 PM Regular Meeting
6:00 P.M. – REGULAR MEETING

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

PUBLIC COMMENT PROCESS FOR ZOOM ATTENDANCE AT MEETINGS

ROLL CALL
PRESENT: Mayor Lowe, Council Member Ding, Vice Mayor Gurney, Council Member Wellander, Council Member Farrar-Rivas
Council Member Farrar-Rivas participated in the council meeting via Zoom using the “just cause” allowance of Assembly Bill 2449.

REPORT ON CLOSED SESSION
There was no Closed Session held.

APPROVAL OF AGENDA
Motion by Vice Mayor Gurney, seconded by Council Member Ding, to approve the agenda as presented. Motion carried unanimously.

1. COMMENTS FROM THE PUBLIC
Josette Brose-Eichar, David Eichar and Gil Latimer provided public comments.

2. MEETING DEDICATIONS
Mayor Lowe dedicated the meeting to Nancy Parmelee.

Public Comment: Janine Maddock, Council Member Ding and Laurie Gallian

3. COUNCILMEMBERS’ REPORTS AND COMMENTS
Vice Mayor Gurney attended the Sonoma Tourism Improvement District Board meeting on April 13, 2023, where they confirmed they will be moving forward with printing 50,000 copies of the updated Visitor’s Guide. He also attended the Sonoma Valley Library Advisory Committee meeting, where it was discussed how to increase attendance, specifically from the City’s Hispanic and disadvantaged communities. Additionally, the committee is also looking into the possibility of implementing media translation phone line services.

Council Member Wellander attended a School Safety Community Forum on April 17, 2023. There was interest in those attending to reinstitute the School Resource Officer with possible modified responsibilities and duties. This is a continuing discussion. Council Member Wellander also attended the Parks, Recreation and Open Space Commission meeting on April 18, 2023. The committee is functioning well and encourages the public to attend these meetings to be a part of the discussions pertaining to parks, recreation and open space in the City.

Council Member Ding attended the Sonoma Valley Groundwater Sustainability Agency meeting. At this time, the Board asked the City of Sonoma for a monetary contribution of $25,000. Council Member Ding will follow up with the City Manager regarding this request.

Council Member Farrar-Rivas attended the Sonoma Clean Power committee meeting on April 3, 2023, as well as a Climate Action Committee meeting on April 12, 2023. The Climate Action Committee currently has five ad-hoc subcommittees and plans to hold a special meeting on May 31, 2023, to go in more depth into what their responsibilities and priorities are. The City of Sonoma currently has a resolution to be net zero by 2030. Council Member Farrar-Rivas noted that she would like the minutes of the regular meeting held on April 3, 2023, to indicate that in addition to appointing an alternate and youth member position, she also needs to make a direct appointment to the Traffic Safety Committee.

Mayor Lowe attended a LAFCO meeting where the group voted to consolidate many fire districts under the Gold Ridge Fire District. She also attended a Sonoma County Transportation Authority meeting where the group discussed researching possibilities of funding measures to fight climate change.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS
Interim City Manager Linder announced that the City of Sonoma received notification from Housing Development Center (HDC) that the 2023-2031 Housing Element is now fully certified.

Agenda Item #7.2:

5. CITY ATTORNEY COMMENTS
None.

6. PRESENTATIONS
None.

7. CONSENT CALENDAR – CITY COUNCIL
Motion by Council Member Ding, seconded by Vice Mayor Gurney, to approve the Consent Calendar with Item 7.4 being pulled for separate consideration. Motion carried unanimously.

Item 7.1: Waive further reading and Authorize Introduction and/or Adoption of Ordinances by Title Only. (Standard procedural action - no backup information provided)
Item 7.2: Receive Minutes from the Regular Meeting of April 3, 2023 (Rebekah Barr, MMC, City Clerk)
Action: Minutes were received with the addition that Council Member FarrarRivas’s direct appointment for the Traffic Safety Committee has not been appointed yet.

Item 7.3: Adopt a Resolution Approving the 2024 Citywide Surface Treatment as the Project for Fiscal Year 2023-24 Funded by Senate Bill 1: The Road Repair and Accountability Act of 2017 and Authorize the Public Works Department to Submit this Project to the California Transportation Commission (Oriana Hart, Public Works Administration & Project Manager)
Action: Adopted as Resolution #20-2023.

Item 7.4: Adopt a Resolution Authorizing the City Manager to Execute an Agreement with Ghirardelli Associates, Inc. for Construction Management, Inspection and Materials Testing Services for the Chase Street Bridge Replacement Project, Federal Project No. CML-5114(016) (Project), for an amount not to exceed $500,692.16 (Michael Berger, Public Works Director/City Engineer)
Action: Adopted as Resolution #21-2023.

Motion by Vice Mayor Gurney, seconded by Council Member Ding, to Authorize the City Manager to Execute an Agreement with Ghirardelli Associates, Inc. for Construction Management, Inspection and Materials Testing Services for the Chase Street Bridge Replacement Project, Federal Project No. CML-5114(016) (Project), for an amount not to exceed $500,692.16. Motion carried unanimously.

Item 7.5: Adopt a Resolution Adopting the Specifications for the Depot Park Museum HVAC Project No. 2301 (Project); Accepting the Bids and Awarding a Contract to Peterson Mechanical of Sonoma, CA; Authorizing a Mid-Year Budget Adjustment to Fund 304- 50000-703-70703 in the Amount of $57,000.00; and Authorizing the City Manager to Execute a Construction Contract in the Amount of $217,000.00 (Oriana Hart, Public Works Administration & Project Manager)
Action: Adopted as Resolution #22-2023.

Item 7.6: Accept the Expenditure Report for the Month of March 2023 (Liz Garcia, Deputy Finance Director)
Action: Expenditure report was accepted.

Item 7.7: Adopt a Resolution Approving Compensation Adjustments for Certain NonRepresented Confidential Personnel and Executive/At-Will, Management and Administrative Personnel, and Implementing the Adjusted Salaries and Wages of the Non-represented Confidential Personnel and Executive/At-Will, Management and Administrative Personnel (Mark Linder, Interim City Manager) Action: Adopted as Resolution #23-2023.

8. PUBLIC HEARING
Item 8.1: Discussion, Consideration, and Possible Action to Introduce 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)
Action: Ordinance was introduced.

Open Public Hearing: 6:65 pm
Public Comments: Fred Allebach, David Eichar, Claire Solot, Calum Weeks, and Veronica Napoles
Closed Public Hearing: 7:06 pm
Agenda Item #7.2:

Motion by Council Member Wellander, Seconded by Council Member Ding, to Introduce an Ordinance, as amended, 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. Motion carried unanimously.

9. REGULAR CALENDAR – CITY COUNCIL
Item 9.1: Update on FY 2022-23 Budget to Actuals and Discussion, Consideration and Possible Action to Adopt a Resolution Regarding Mid-Year Budget Amendments to the City of Sonoma’s Operating and Capital Budgets for FY 2022-23 (Elizabeth Garcia, Deputy Finance Director)
Action: Adopted as Resolution #24-2023.

Motion by Council Member Ding, seconded by Council Member Farrar-Rivas, to Adopt a Resolution Regarding Mid-Year Budget Amendments to the City of Sonoma’s Operating and Capital Budgets for FY 2022-23. Motion carried unanimously.

Mayor Lowe called for recess at 7:32 pm; Council reconvened at 7:38 pm.

Item 9.2: Discussion, Consideration, and Possible Action Regarding: 1) Whether to Allow the Opportunity for a Second Retail Storefront Commercial Cannabis Dispensary to Operate Within the City; and, if so, 2) Direct Staff to issue a Request For Proposals (RFP) for a Second Retail Storefront Commercial Cannabis Business in the City (Laura Simpson, Interim Planning & Community Services Director) Action: Council provided direction; no action was taken.

Public Comments: Erich Pearson, Sim Crites, Andrew Dobbs-Kramer, Josette Brose-Eichar, Tess Kofoid, Jessica Flagg, Joshua Reish, Jesus Calvio, Robbie R, Justin Morgan, Nick Gurgich, No name provided, David Eichar, Perry Ellis, Gil Latimer, Richard Silver, Nick Caston, Eli Melrod, Item 9.3: Discussion, Consideration, and Possible Action to Adopt a Resolution Authorizing the Mayor to Execute an Employment Agreement with the City Manager (David Ruderman, City Attorney & Mark Linder, Interim City Manager) Action: Adopted as Resolution #25-2023.

Public Comment: Fred Allebach and Tom Conlon
Motion by Council Member Wellander, seconded by Council Member Ding, to Adopt a Resolution Authorizing the Mayor to Execute an Employment Agreement with the City Manager. Motion carried unanimously.

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

During the meeting, Council Member Farrar-Rivas noted that she would like the minutes of the regular meeting held on April 3, 2023, to indicate that in addition to appointing an alternate and youth member position, she also needs to make a direct appointment to the Traffic Safety Committee.

11. ADJOURNMENT
Mayor Lowe adjourned the meeting at 9:14 pm.

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

City Council:

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

REGULAR MEETING MINUTES

OF THE SONOMA CITY COUNCIL
City Council Chambers
177 First Street West
Wednesday, May 3, 2023
6:00 PM Regular Meeting
6:00 P.M. – REGULAR MEETING

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

PUBLIC COMMENT PROCESS FOR ZOOM ATTENDANCE AT MEETINGS

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

REPORT ON CLOSED SESSION
There was no closed session held.

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

1. COMMENTS FROM THE PUBLIC
Matt Metzler, Josette Brose-Eichar, Fred Allebach, and Trevor Smith, SVFRA, provided public comments.

2. MEETING DEDICATIONS
None.

3. COUNCILMEMBERS’ REPORTS AND COMMENTS
Council Member Ding attended a Sonoma Valley Chamber of Commerce meeting on April 25, 2023.

Council Member Farrar-Rivas attended the Authors on the Plaza event on April 29, 2023, as well as the Trashion Fashion event, where she and Mayor Lowe walked in the show.

Council Member Wellander attended the Sonoma Valley Citizens Advisory Committee meeting on April 26, 2023, as well as a Water Advisory Committee meeting on May 1, 2023. Council Member Wellander also attended the Schell-Vista Fire Department’s Polenta Feed on April 19, 2023.

Vice Mayor Gurney attended the Mayors and Council Members Association Dinner on April 20, 2023.

Mayor Lowe attended the Trashion Fashion, along with Council Member Farrar-Rivas, on April 22, 2023.

Mayor Lowe also attended the Schell-Vista Fire House Open House on April 30, 2023, as well as attended the Ballet School performance held at the Sebastiani Theater.

4. CITY MANAGER COMMENTS AND ANNOUNCEMENTS
Interim City Manager Linder provided an update on the Plaza Park Women’s public restrooms. Mr. Linder informed the Council that there was a survey posted on the City’s website regarding the lighting of the Palm tree, in which there were over 600 responses received with an approximate approval rate of seventy to seventy-five percent. Interim City Manager Linder also reported that Code Enforcement will be present at Tuesday Night Market starting May 9, 2023, enforcing the no-dog policy on the Plaza.

5. CITY ATTORNEY COMMENTS
None.

6. PRESENTATIONS
Item 6.1: Part Four of Five Reports: Receive and Discuss Annual Reports From City of Sonoma Community Services Provider (Lisa Janson, Senior Management Analyst) Item 6.2: Proclamation Proclaiming the Month of May 2023 as Jewish American Heritage Month in the City of Sonoma
Item 6.3: Proclamation Recognizing April 30 - May 6, 2023, as Municipal Clerks Week in the City of Sonoma
Item 6.4: Recognition of Past City Commissioners and Committee Members on their Service to the City of Sonoma (Rebekah Barr, MMC, City Clerk)
Agenda Item #7.2:

7. CONSENT CALENDAR – CITY COUNCIL
Motion by Vice Mayor Gurney, seconded by Council Member Farrar-Rivas, to approve the Consent Calendar with Item 7.4 being pulled for separate consideration. Motion carried unanimously.

Item 7.1: Waive further reading and Authorize Introduction and/or Adoption of Ordinances by Title Only. (Standard procedural action - no backup information provided)
Item 7.2: 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)
Action: Adopted as Resolution #26-2023.

Item 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) Action: Adopted as Resolution #27-2023.

Item 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) Action: Item was pulled for separate consideration. Adopted as Resolution #31- 2023.

Public Comment: Robert Sanders and Melinda Msarjapur
Motion by Council Member Wellander, seconded by Council Member Farrar-Rivas, to 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 with the amendment striking the language regarding removal of the tree. Motion carried unanimously.

Item 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 (Oriana Hart, Public Works Administrative and Project Manager)
Action: Adopted as Resolution #28-2023.

Item 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)
Action: Adopted as Ordinance #04-2023.

Item 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) Action: Adopted as Resolution #29-2023.

Item 7.8: Adopt a Resolution Approving the Full Employment Terms and Conditions for NonRepresented Confidential Personnel and Executive/At-Will, Management and Administrative Personnel (Mark Linder, Interim City Manager) Action: Adopted as Resolution #30-2023.

8. PUBLIC HEARING
Item 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)
Action: Ordinance was introduced.

Open Public Hearing: 7:39 pm
Public Comments: Robert Sanders and Fred Allebach
Closed Public Hearing: 7:56 pm
Agenda Item #7.2:

Motion by Council Member Ding, seconded by Council Member Wellander, 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. Motion carried unanimously.

Mayor Lowe called for a recess at 7:51 pm; Council reconvened at 7:56 pm.

9. REGULAR CALENDAR – CITY COUNCIL
It was the consensus of the Council to continue the meeting after 9 pm.

Item 9.1: Receive and Discuss the City Council 5-Month Priorities Status Report From the Interim City Manager (Mark Linder, Interim City Manager) Action: Report received.

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

Council Member Farrar-Rivas appointed Shelby Wirick as her direct appointment to the Traffic Safety Committee.

Motion by Vice Mayor Gurney, seconded by Mayor Lowe, to appoint Peter Coster as the Alternate Member to the Traffic Safety Committee.

Item 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) Action: Adopted as Resolution #32-2023.

Public Comment: Annie Falandes, Sabina Cesar, Jerry Klenow, Fred Allebach, Chase Hunter, and Kathy King
Motion by Vice Mayor Gurney, seconded by Council Member Farrar-Rivas, to receive Sonoma Valley's Three-Year Action Plan to end homelessness from the City's homelessness consultant Andrew Hening and adopt the Plan. Motion carried unanimously.

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

11. ADJOURNMENT
Mayor Lowe adjourned the meeting at 9:45 pm.

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

City of Sonoma
Agenda Item Summary
Meeting: City Council - 17 May 2023
Department
Administration
Staff Contact
Liz Garcia, Deputy Finance Director
Agenda Item Title
Accept the Expenditure Report for the Month of April 2023 Summary
The attached report shows disbursements for the month of April 2023.

Recommended Council Action
Accept report.

Alternative Actions
Council discretion.

Financial Impact
Monthly Payables Report, April 2023
Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Expenditures - April 2023
Agenda Item #7.3:

Check Vendor/Employee Date Amount
100569 4Imprint, Inc. 04/20/2023 1,001.72
100570 A Plus Tree Incorporated 04/20/2023 12,091.20
100646 Amanda Pagh 04/20/2023 127.00
100571 Amazon Capital Services, INC. 04/20/2023 386.92
100649 American Realty and Investments 04/26/2023 23,734.08 100493 American Water Works Association 04/10/2023 900.00 100567 Amy Rice 04/13/2023 99.81
100559 Andrea Gray 04/13/2023 112.79
100518 Andrew Hening Consulting LLC 04/13/2023 6,343.75 100565 Angela Padilla 04/13/2023 59.08
100519 AT&T 04/13/2023 372.67
100519 AT&T
Transaction Description
Advertising
Pinelli Park - 433 France Street
UB Refund
Supplies
2023 Property tax/Sewer/Insurance Sebastiani Theatre
Annual Membership
UB Refund
UB Refund
Case Conferencing March 2023
UB Refund
Communications March 2023 Communications March
2023 04/13/2023 666.05
Vendor Total 1,038.72
100520 Avenu/Muniservices Suta Services 04/13/2023 109.94 100650 Baker Tilly US, LLP Professional Services Finance/Audit Help 04/26/2023 18,444.93 100521 Bartley Pump Inc Contactor replacement 1990 E. Napa St/Thornsberry 04/13/2023 6,176.73 100494 Batteries Plus Bulbs Supplies 04/10/2023 48.89
100495 Bay Area Air Quality Management District Annual Permit Renewal 04/10/2023 533.50 100495 Bay Area Air Quality Management District Annual Permit Renewal 04/10/2023 533.50 Vendor Total 1,067.00
100572 Bay Area Barricade Service Supplies 04/20/2023 166.63 100647 Bernard Patnode UB Refund 04/20/2023 127.00
100522 Boys and Girls Clubs of Sonoma Valley FY22-23, City Sponsorship/Service Contract 04/13/2023 4,583.33 100573 BPXpress HVAC Depot Park 04/20/2023 461.38
100575 California Building Standards Comm CA BSASRF Fee Q1 2023 04/20/2023 239.40 100576 California Intergovernmental Risk Authority CIRA Gen Liab Qtr 9/30/22 & 12/31/22 04/20/2023 5,046.56 100523 California Rural Water Association 2023 Membership Renewal 04/13/2023 1,507.00 100496 Caltest Laboratories Inc Water Samples 04/10/2023 8,888.25 100524 CAPIO Public Sector Communicators Conference 04/13/2023 650.00 100507 Cathryn Martindale Mileage 04/10/2023 50.11
100577 CDW Government Annual Payment Tech 04/20/2023 17,899.60 100651 Cellhire USA LLC For the rental of Small ISAT SIM Tel. No. 776323701 04/26/2023 56.67 100596 Chris & Janis Hoyt Permit# 25467 Refund 04/20/2023 295.69 100596 Chris & Janis Hoyt Permit# 25467 Refund 04/20/2023 1.82 Vendor Total 297.51
100578 City Of Santa Rosa SONOMA COUNTY MAYORS’ AND COUNCIL MEMBERS’ ASSOC 04/20/2023 150.00 100578 City Of Santa Rosa SONOMA COUNTY MAYORS’ AND COUNCIL MEMBERS’ ASSOC 04/20/2023 50.00 Vendor Total 200.00
100579 Coastland Civil Engineering BUILDING DEPARTMENT SERVICES 04/20/2023 2,800.00 100580 Colantuono, Highsmith & Whatley PC Legal Services 04/20/2023 101,390.72 100580 Colantuono, Highsmith & Whatley PC Legal Services 04/20/2023 37,831.58 100580 Colantuono, Highsmith & Whatley PC Legal Services 04/20/2023 1,997.52 Vendor Total 141,219.82
100581 Comcast March 2023 04/20/2023 799.98
100582 Comcast 0076402 April 2023 04/20/2023 88.22
Vendor Total 888.20
100583 Corelogic Solutions, Llc RealQuest 04/20/2023 165.00

CITY OF SONOMA

MONTHLY PAYABLES REPORT
April 2023

Agenda Item #7.3:

100584 County of Sonoma General Services Fleet Charges Feb 2023 04/20/2023 20,109.71 100584 County of Sonoma General Services Fleet Charges Feb 2023 04/20/2023 1,412.62 Vendor Total 21,522.33
100585 County of Sonoma Information Systems Telephone Line Charge/Usage March 2023 04/20/2023 600.94 100497 County of Sonoma, General Services Free event days 4th of July 2023 04/10/2023 1,000.00 100525 County of Sonoma-Fire Prevention & Hazmat Division ID 49-000-006002 Hazard Materials/Waste 04/13/2023 677.00 100561 Courtney Lewis UB Refund 04/13/2023 1.47
100586 Department of Conservation Quarterly Seismic Hazard Mapping Fee Q1 2023 04/20/2023 199.18 100587 Department of Justice Finger Printing 04/20/2023 729.00 100644 Diane Elswick UB Refund 04/20/2023 150.00
100498 Division Of The State Architect DSA Q1 2023 04/10/2023 457.70 100652 EKI Environment & Water, Inc. Consulting Services 04/26/2023 624.00 100588 Ennis-Flint Inc. Supplies 04/20/2023 3,278.47
100589 Eraldi's Uniforms 04/20/2023 500.43
100499 Faustino Enterprises Inc Truck Service 04/10/2023 351.51 100590 Faustino Enterprises Inc Sweeper Repair 04/20/2023 395.79 100653 Faustino Enterprises Inc Truck Service 04/26/2023 334.73 Vendor Total 1,082.03
100591 FedEx Shipping 04/20/2023 95.23
100528 Felix Gehm Abbott TV Commercial Event Refund 04/13/2023 11,326.00 100500 Ferguson Waterworks #1423 Supplies 04/10/2023 1,103.08 100526 Fishman Supply Co Bathroom Supplies 04/13/2023 318.49 100501 Friedman's Home Improvement - PW Supplies 04/10/2023 79.20 100501 Friedman's Home Improvement - PW Supplies 04/10/2023 1,400.59 100501 Friedman's Home Improvement - PW Supplies 04/10/2023 45.23 100527 Friedman's Home Improvement - PW Supplies 04/13/2023 51.09 100527 Friedman's Home Improvement - PW Supplies 04/13/2023 19.93 100592 Friedman's Home Improvement - PW Supplies 04/20/2023 1,314.41 100592 Friedman's Home Improvement - PW Supplies 04/20/2023 236.61 100592 Friedman's Home Improvement - PW Supplies 04/20/2023 209.76 100654 Friedman's Home Improvement - PW Supplies 04/26/2023 150.74 100654 Friedman's Home Improvement - PW Supplies 04/26/2023 113.66 Vendor Total 3,621.22
100502 Frye's Printing Inc Business Cards 04/10/2023 202.38 100593 Frye's Printing Inc Business Cards 04/20/2023 202.38 Vendor Total 404.76
100503 GHD Engineering Services 04/10/2023 6,728.18
100503 GHD Engineering Services 04/10/2023 1,421.25
100503 GHD SONOMA BROADWAY PEDESTRIAN SAFETY PROJECT 04/10/2023 970.13 100503 GHD Engineering Services 04/10/2023 2,356.50
Vendor Total 11,476.06
100594 GPJ/Nissan Damage Deposit Refund Nissan Ariva Drive 04/20/2023 300.00 100529 Grainger Plaza Restrooms/PW Supplies 04/13/2023 107.66 100529 Grainger Plaza Restrooms/PW Supplies 04/13/2023 4,203.24 Vendor Total 4,310.90
100504 Granite Construction Company Supplies 04/10/2023 1,397.48 100505 Halls Executive Gifts and Awards Badges 04/10/2023 58.04 100530 HdL Software LLC Payment Services Period Ending 1/31/2023 04/13/2023 3,062.36 100553 Herbert Bensinger UB Refund 04/13/2023 128.30
100595 Hinderliter, de Llamas & Associates Contract Services - Transaction Tax (January-March 2023) 04/20/2023 300.00 100506 Horticultural Associates Site Inspection for Pruning Activity/Prepare Memo 04/10/2023 2,040.00 100597 Infosend Inc. Maintenance Fee March 2023 04/20/2023 2,771.58 100598 J.P. Cooke Co Supplies 04/20/2023 113.03
100640 Jerry Ruth Wheeler Contract Payment 04/20/2023 3,444.00 100574 Joe Burroughs Travel to CASI Training 04/20/2023 137.55 100619 Karen Sherman Performance Guarantee Deposit Refund 04/20/2023 5,000.00 100560 Kathleen Harold UB Refund 04/13/2023 481.25
100599 Kingsley Bogard LLP Professional Services 04/20/2023 2,298.40

Agenda Item #7.3:

100600 KLH Consulting Inc Agreement DataWatch 04/20/2023 11,172.75 100557 Kristen Esplin UB Refund 04/13/2023 192.03
100660 Kristina Tierney APA Philadelphia/Training 04/26/2023 2,301.78 100601 Larsengines Supplies 04/20/2023 83.20
100655 Larsengines Supplies 04/26/2023 678.39
Vendor Total 761.59
100633 Laura Thate Washer Rebate 04/20/2023 50.00
100568 Laurie Sciarrino UB Refund 04/13/2023 3.93
100602 League Of California Cities Membership Dues for North Bay Division 04/20/2023 350.00 100554 Lori Cahill Refund Check 021852-000, 341 First St. East 04/13/2023 223.87 100566 Lynda Pinn Refund Check 021431-000, 329 Las Casitas Ct 04/13/2023 81.11 100532 Lynx Technologies GIS Professional Services in February 04/13/2023 3,675.00 100603 Maselli & Sons, Inc. Supplies 04/20/2023 689.80
100604 Metropolitan Transportation Commission 4902-P-TAP 24 04/20/2023 3,000.00 100645 Michael G. Fuller UB Refund 04/20/2023 63.76
100562 Micquel & Kempton Little UB Refund 04/13/2023 106.60 100508 Monique Saviez Alcalde Reception Supplies 04/10/2023 241.01 100508 Monique Saviez Travel/Conference Technical Training for Clerks Series 100 04/10/2023 2,053.33 Vendor Total 2,294.34
100533 Municipal Maintenance Equipment, Inc. Sweeper Maintenance 04/13/2023 1,860.07 100656 Napa Auto Parts Supplies 04/26/2023 61.84
100556 Natalie Dennis UB Refund 04/13/2023 11.56
100534 North Bay Monument Inc Cemetery 04/13/2023 4,235.00 100535 Office Depot - City Supplies 04/13/2023 183.98
100605 Office Depot - City Supplies 04/20/2023 473.62
Vendor Total 657.60
100606 OpenGov, Inc. Professional Services Deployment Milestone 3 04/20/2023 10,267.50 100536 O'Reilly Auto Parts Supplies 04/13/2023 27.24
100657 O'Reilly Auto Parts Supplies 04/26/2023 192.26
Vendor Total 219.50
100537 Pacific Gas And Electric March 2023 04/13/2023 3,985.72 100537 Pacific Gas And Electric March 2023 04/13/2023 299.05 100537 Pacific Gas And Electric March 2023 04/13/2023 4,670.10 100537 Pacific Gas And Electric March 2023 04/13/2023 5,450.91 100537 Pacific Gas And Electric March 2023 04/13/2023 2,511.55 Vendor Total 16,917.33
100538 Pacific Telemanagement Services Payphone Feb 2023 04/13/2023 159.00 100558 Patrick Gabrielli UB Refund 04/13/2023 83.14
100607 Patt's Copy World Supplies 04/20/2023 24.05
100539 Peterson Mechanical Inc Scheduled Maintenance 04/13/2023 665.00 100608 Petty Cash Supplies 04/20/2023 32.61
100609 Phillips Seabrook Associates Professional Services Planning 04/20/2023 1,830.00 100610 Public Agency Retirement Services Feb 2023 04/20/2023 300.00 100611 Quadient Finance USA, Inc. Postage 04/20/2023 1,039.00 100612 R3 Consulting Group Franchise Fee Study 04/20/2023 10,000.00 100540 Ready Refresh Drinking Water 04/13/2023 321.59
100613 REMIF Employee Assistance Program April 2023 04/20/2023 11.36 100613 REMIF Employee Assistance Program April 2023 04/20/2023 6.11 100613 REMIF Employee Assistance Program April 2023 04/20/2023 5.11 100613 REMIF Employee Assistance Program April 2023 04/20/2023 8.66 100613 REMIF Employee Assistance Program April 2023 04/20/2023 1.70 100613 REMIF Employee Assistance Program April 2023 04/20/2023 18.32 100613 REMIF Employee Assistance Program April 2023 04/20/2023 12.78 100613 REMIF Employee Assistance Program April 2023 04/20/2023 9.51 100613 REMIF Employee Assistance Program April 2023 04/20/2023 5.11 100613 REMIF Employee Assistance Program April 2023 04/20/2023 8.80 100613 REMIF Employee Assistance Program April 2023 04/20/2023 0.43 100613 REMIF Employee Assistance Program April 2023 04/20/2023 1.42 100613 REMIF Employee Assistance Program April 2023 04/20/2023 4.40 100613 REMIF Employee Assistance Program April 2023 04/20/2023 22.73 Vendor Total 116.44

Agenda Item #7.3:

100614 Republic Services of Sonoma County Yard Waste/Compost 04/20/2023 422.58 100615 Ricoh USA, inc Copier Lease 04/20/2023 124.23
100616 Ricoh Usa, Inc US4 Copier Lease 04/20/2023 511.33 100616 Ricoh Usa, Inc US4 Copier Lease 04/20/2023 3,067.99 100616 Ricoh Usa, Inc US4 Copier Lease 04/20/2023 1,534.00 100617 Ricoh USA, Inc. US2 Copier Lease 04/20/2023 212.43 100618 Ricoh USA, Inc. US3 Copier Lease 04/20/2023 289.72 Vendor Total 5,739.70
100542 RingCentral Inc Phones 04/13/2023 1,821.85
100563 Robert C. Mcdonald UB Refund 04/13/2023 5.43
100643 Samantha Burke UB Refund 04/20/2023 31.19
100543 Sebastiani Building Investors Monthly lease payment 04/13/2023 6,109.00 100620 SOLV Business Solutions 1099 & W2 04/20/2023 279.24 100555 Sondra Cooper UB Refund 04/13/2023 83.24
100621 Sonoma Blueprint Blueprints 04/20/2023 9.55
100621 Sonoma Blueprint Blueprints 04/20/2023 190.78
Vendor Total 200.33
100544 Sonoma Community Center FY22-23, City Sponsorship/Service Contract 04/13/2023 3,333.33 100622 Sonoma County Clerk- Recorder CLERK FISH AND WILDLIFE FILING 04/20/2023 100.00 100622 Sonoma County Clerk- Recorder CLERK FISH AND WILDLIFE FILING 04/20/2023 50.00 Vendor Total 150.00
100509 Sonoma County Sheriff's Office Law Enforcement Contract Feb 2023 04/10/2023 346,649.68 100623 Sonoma County Sheriff's Office Law Enforcement Contract March 2023 04/20/2023 342,669.04 Vendor Total 689,318.72
100624 Sonoma County Water Agency March 2023 Water Purchase 04/20/2023 100,774.85 100545 Sonoma Ecology Center FY22-23, City Sponsorship/Service Contract 04/13/2023 2,083.33 100510 Sonoma Embroidery Uniform Logos 04/10/2023 15.00 100625 Sonoma Materials Inc Supplies 04/20/2023 600.87
100625 Sonoma Materials Inc Supplies 04/20/2023 195.30
Vendor Total 796.17
100626 Sonoma Media Investments Advertising 04/20/2023 1,152.00 100627 Sonoma Paint Center Inc Supplies 04/20/2023 156.08 100546 Sonoma Tourism Improvement Dist. TID Receipts Rec'd in March 2023 04/13/2023 54,579.80 100659 Sonoma Tourism Improvement Dist. Correct Underpayment TID Rec'd March 2020 04/26/2023 209,647.61 Vendor Total 264,227.41
100547 Sonoma Valley Chamber of Commerce Business & Economic Vitality Svcs, FY22-23 04/13/2023 10,416.66 100628 Sonoma Valley Community Communications Filming Meeting Productions TV27 Services 04/20/2023 6,133.33 100548 Sonoma Valley Field of Dreams Monthly Payment, Athletic Field Maintenance/Ops 04/13/2023 1,250.00 100511 Sonoma Valley Fire & Rescue Authority City Reimbursements for 3 SAFER Positions Reissue Chk#100352 04/10/2023 573,940.24 100549 Sonoma Valley Fire & Rescue Authority Sonoma Valley Fire District Contract 04/13/2023 526,970.52 Vendor Total 1,100,910.76
100629 Sonoma Valley Music Music Booking Service Tuesday Market 04/20/2023 2,025.00 100550 Sonoma Valley Visitors Bureau FY22-23, Monthly Payment Per Contract 04/13/2023 8,333.33 100630 Speedo Check Labor to Check Speedometer 04/20/2023 330.00 100631 Staples Advantage Supplies 04/20/2023 81.04
100512 State Controller Annual Street Report FY21/22 04/10/2023 2,930.89 100632 Statewide Traffic Safety & Signs Inc. Supplies 04/20/2023 1,415.50 ACH The Bank of New York Mellon Trust Company SA TO SONOMA CDA 2021 TARB Loan#TXN2118695 04/20/2023 131,392.44 100634 The Lincoln National Life Insurance Company May 2023 CTYSONOMA-BL-1751475 04/20/2023 1,675.37 100634 The Lincoln National Life Insurance Company May 2023 CTYSONOMA-BL-1751475 04/20/2023 80.69 100634 The Lincoln National Life Insurance Company May 2023 CTYSONOMA-BL-1751475 04/20/2023 403.80 Vendor Total 2,159.86
100635 The Sonoma Index-Tribune Subscription Renewal 04/20/2023 98.80 100636 Thunderbird Communications Inc SCADA Software Support 04/20/2023 4,388.34

Agenda Item #7.3:

100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 4,807.31 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 1,925.67 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 69.36 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 159.99 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 1,667.60 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 150.98 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 114.76 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 3,171.14 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 2,275.00 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 504.27 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 536.40 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 120.00 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 765.75 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 653.54 100513 U.S. Bank Corp Pmt System March 2023 CalCard Purchases 04/10/2023 2,513.31 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 3,185.08 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 117.99 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 9.55 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 1,398.84 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 1,070.94 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 1,398.28 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 60.41 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 2,153.12 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 440.00 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 2,058.69 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 357.16 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 120.00 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 2,050.12 100661 U.S. Bank Corp Pmt System April 2023 CalCard Purchases 04/26/2023 1,143.19 Vendor Total 34,998.45
100637 Uline Supplies 04/20/2023 305.27
100637 Uline Supplies 04/20/2023 1,953.74
Vendor Total 2,259.01
100675 US Bank Voyager Fleet Sys Gas Acct#86933-2205 04/26/2023 2,735.94 100675 US Bank Voyager Fleet Sys Gas Acct#86933-2205 04/26/2023 459.26 100675 US Bank Voyager Fleet Sys Gas Acct#86933-2205 04/26/2023 35.22 100675 US Bank Voyager Fleet Sys Gas Acct#86933-2205 04/26/2023 627.55 100675 US Bank Voyager Fleet Sys Gas Acct#86933-2205 04/26/2023 394.89 Vendor Total 4,252.86
100638 USABluebook Supplies 04/20/2023 379.89
100551 Verizon Wireless March 2023 04/13/2023 121.32
100551 Verizon Wireless March 2023 04/13/2023 40.44
100551 Verizon Wireless Feb 2023 04/13/2023 468.06
100551 Verizon Wireless March 2023 04/13/2023 325.28
100551 Verizon Wireless March 2023 04/13/2023 96.88
100551 Verizon Wireless March 2023 04/13/2023 62.80
100551 Verizon Wireless March 2023 04/13/2023 573.06
100551 Verizon Wireless March 2023 04/13/2023 30.74
100551 Verizon Wireless March 2023 04/13/2023 321.65
Vendor Total 2,040.23
100552 Vintage House FY22-23, City Sponsorship/Service Contract 04/13/2023 3,333.33 100514 Vulcan Materials Company Supplies 04/10/2023 361.07 100639 Vulcan Materials Company Broadway Pedestrian Safety 04/20/2023 1,008.25 Vendor Total 1,369.32
100564 Wilfred & Matthew Myers Lockart UB Refund 04/13/2023 90.35 100641 Wittman Enterprises, LLC Billing Services March 2023 04/20/2023 11,585.09 100642 W-Trans Downtown Parking Management Study 04/20/2023 1,872.57 Vendor Total $ 2,826,513.59
Employee Payroll and Benefits $ 420,402.74
$ 3,246,916.33

Agenda Item #7.3:

City of Sonoma
Agenda Item Summary
Meeting: City Council - 17 May 2023
Department
Planning and Community Services
Staff Contact
Laura Simpson, Interim Planning & Community
Services Director
Agenda Item Title
Adopt a Resolution Authorizing the City Manager to Execute a Contract with Sertior for the Preparation of an Environmental Analysis and Compliance Documents Pursuant to the California Environmental Quality Act (CEQA) for the Montaldo Apartments Housing Project Summary
The City requires an environmental consultant to perform review required by the California Environmental Quality Act (CEQA) for the Montaldo Apartments Project. The proposed project requests Design Review, Lot Merger, Use Permit, and Demolition Review to demolish an existing single family residence and construct a 50-unit rental apartment complex at 19320 Sonoma Highway to be called the Montaldo Apartments (“Project”). The project site is approximately 2.15 acres and includes two parcels (APNs 127-202-006, -007) with access to Sonoma Highway. The property is bounded on the north by Olde Bowl Center commercial center, on the west by Sonoma Highway, to the east by single family residential off of Robinson Road, and to the south by single family residential and the Valley Oak multifamily residential development.

City staff prepared a Request for Proposals (RFP) which was circulated directly to seven firms and posted publicly to the City website on March 9, 2023. The City received four proposals which were rated by City staff and two firms were selected for informal interviews. After informal interviews on the week of April 24th and discussion with the Project applicant, City staff selected the proposal submitted by Sertior, on the basis of the highly qualified and experienced project team and cost. Consultant work on the Project would be paid by the applicant pursuant to an executed cost recovery agreement and additional deposit funds will be sought from the applicant. The proposal is for $109,465 with two additional optional tasks in the amount of $13,017. The City would impose a 15 percent fee on top of the contract amount to cover the City’s expenses during environmental review.

Under this contract, Sertior would prepare a peer review of the Historic Resources Evaluation (HRE) and Initial Study (IS) to determine whether an Exemption, Mitigated Negative Declaration (MND), or Environmental Impact Report (EIR) is necessary for the Project. If the peer review and IS identify potential substantial and unavoidable impacts, a focused EIR will be prepared relating to those impacts. The environmental compliance documents would be circulated for public review prior to any public hearings before the Planning Commission or City Council. If the EIR concludes that there are substantial and unavoidable impacts of the Project as proposed, the City Council will have the option of approving the proposed Project by making findings of overriding considerations, approving a Project alternative, or denying the Project.

In its letter certifying the 6th Cycle Housing Element on April 13, 2023, the Department of Housing and Community Development (HCD) notified the City that it is “monitoring the City’s processing of the DeNova Homes/Montaldo Apartments application” and that “discretionary decisions in relation to CEQA should not unduly constrain development.” Further, “HCD Agenda Item #7.4:

reminds the City that excessive CEQA review timeframes can delay project approval and pose a constraint to the development of housing.” Therefore, City staff is prepared to start work with Sertior immediately upon execution of the professional services agreement and pursue an aggressive and efficient schedule for completion of review within a year.

This professional services contract is before City Council for approval as it exceeds $25,000, in compliance with the City of Sonoma procurement policy.

Recommended Council Action
Adopt a Resolution Authorizing the City Manager to Execute a Contract with Sertior for the Preparation of an Environmental Analysis and Compliance Documents Pursuant to the California Environmental Quality Act (CEQA) for the Montaldo Apartments Housing Project.

Alternative Actions
1) Request additional proposals and execute a contract with another environmental consulting firm; delay work.
2) Council discretion.

Financial Impact
Consultant costs shall be paid by the applicant (developer) pursuant to an executed cost recovery agreement signed on June 9, 2022. There would be no fiscal impact to the City.

Environmental Review Status
Environmental Impact Report
Negative Declaration
Exempt
Not Applicable
Approved/Certified
No Action Required
Action Requested
Attachments
Resolution - Montaldo Apartments
Sertior Proposal - Montaldo Apartments
Alignment with Council Goals:

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 AUTHORIZING THE CITY

MANAGER TO EXECUTE A CONTRACT WITH SERTIOR FOR THE PREPARATION OF AN

ENVIRONMENTAL ANALYSIS AND COMPLIANCE DOCUMENTS PURSUANT TO THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) FOR THE MONTALDO APARTMENTS

HOUSING PROJECT
WHERAS, the DeNova Homes submitted an application for Design Review, Use Permit, and Demolition Review in order to construct Montaldo Apartments a 50-unit rental apartment complex on a designated housing opportunity site at 19320 Sonoma Highway (“Project”); and WHEREAS, the application was deemed complete on August 12, 2022, and the City proceeded to review the application pursuant to the California Environmental Quality Act (CEQA); and WHEREAS, the City determined that a categorical exemption is not possible due to the findings of an Historical Evaluation Report (HRE) which found that the single family residence on the project site qualifies as an eligible historic resource; and
WHEREAS, the City as lead agency must hire an environmental consultant to prepare an Initial Study and subsequent Environmental Impact Report (EIR) or other environmental compliance documents as appropriate to satisfy CEQA; and
WHEREAS, the City staff has prepared a Request for Proposals (RFP) and advertised for the preparation of environmental compliance documents for the Project; and WHEREAS, in accordance with the City of Sonoma Municipal Code Chapter 3.04, California Government Code Sections 37103 and 53060, and other applicable laws, City staff solicited proposals for the Project; and WHEREAS, four proposals were received and Sertior was selected by City staff through rating scales and interviews as the most competitive; and
WHEREAS, the entire contract would be paid by the applicant, including 15 percent overhead for the City’s management of the contract. There will be no costs to the City of Sonoma.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Sonoma does hereby authorize the City Manager to execute a contract with Sertior, Inc. Under this contract, Sertior will prepare an Initial Study, Historical Resource Evaluation peer review, and a subsequent Environmental Impact Report (EIR) or other environmental compliance documents as appropriate for the Montaldo Apartments Project as outlined in the proposal attached (Exhibit A).

PASSED AND ADOPTED, at a Regular Meeting of the City Council on this 17th 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:

Updated Proposal to
Provide
CEQA
Environmental
Review
Services
April 28, 2023
Montaldo
Apartments
Project

PREPARED FOR
City of Sonoma
Attn: Alaina Lipp
#1 The Plaza
Sonoma, CA 95476-6618

PREPARED BY
Sertior
338 Spear Street, 15E
San Francisco, CA 94105
Agenda Item #7.4:

Sertior
338 SPEAR STREET, 15E  San Francisco, CA 94105  www.sertior.com  415.937.8702 April 28, 2023
City of Sonoma
Attn.: Alaina Lipp
#1 The Plaza
Sonoma, CA 95476-6618
Subject: Updated Proposal - 19320 Sonoma Highway Montaldo Apartments Project California Environmental Quality Act (CEQA) Compliance
Dear Alaina,
Sertior is pleased to submit this updated proposal to prepare environmental review services pursuant to the California Environmental Quality Act (CEQA) for the Montaldo Apartments Project located at 19320 Sonoma Highway, Sonoma, California.

Sertior is a woman-owned environmental consulting firm that delivers strategic advisory services and technical expertise to assist clients with planning, permitting, and constructing their projects in diverse sectors, such as, residential, infill, infrastructure, renewable energy, and aviation. Sertior is certified as a small business with the State of California and as a small local business enterprise with the City and County of San Francisco. Our services support projects from inception to successful delivery, including, risk assessment and project screening, environmental impact analysis, public engagement, project oversight and management, and environmental monitoring and compliance.

Sertior designated project manager and CEQA lead is Rima Ghannam. Rima will serve as the central point of contact for this project, overseeing team coordination and assuming responsibility for quality assurance and control. To support Sertior with the requested services, we have put together a highly skilled technical team with extensive expertise in the project area. Painter Preservation, will be responsible for historical resources analysis, Archaeological Resource Service (ARS) will be responsible for archaeological resources and tribal cultural resources analyses, Environmental Collaborative will be responsible for biological resources analysis, and Fehr & Peers will be responsible for transportation analysis.

As outlined in the Request for Proposals (RFP) and to assist the City of Sonoma in identifying and implementing the appropriate CEQA path to the project, our scope of services proposes an approach consisting of sequential steps summarized as follows:

STEP 1:
 Review background information and peer review of the Historical Resources Evaluation  Define additional analysis, if needed
 Alternatives Analysis
STEP 2:
 Prepare an Initial Study
 Assist in confirming the CEQA path
Agenda Item #7.4:

STEP 3:
 Prepare a Negative Declaration (ND), Mitigated Negative Declaration (MND) or
 Prepare a focused Environmental Impact Report (EIR)
By submitting this proposal, we commit to maintaining a continuous support throughout the timeline of this scope of services. Should you have any questions regarding our submittal or need further information from us, please feel free to contact Rima Ghannam at:

Sertior
Rima Ghannam
338 Spear Street, 15 E
San Francisco, CA 94105
415-937-8702
[email protected]
We appreciate this opportunity to provide our qualifications to the City of Sonoma. Thank you for considering our team to support you with this project. We look forward to hearing from you and assisting you every step of the way.

Sincerely,
Rima Ghannam
Managing Principal

Agenda Item #7.4:

TABLE OF CONTENTS

Executive Summary
Sertior Qualifications and
Experience
Organization and Approach
 Team Organization
 Management Approach
 Roles of Key Individuals
Scope of Work
 Scope of Work
Statement and
Deliverables
 Cost Control and
Budgeting Methodology
Schedule of Work
Conflict of Interest
Statement
Litigation
Contract Agreement
Cost Proposal
1 2
3 4
5 6
7 8
9 Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
1 CEQA APPROACH. Our proposed
CEQA approach involves a threestep process with the first two steps designed to determine the
appropriate level of CEQA path
and to conduct the preliminary
CEQA analysis. The third step is
for the preparation of a
ND/MND or an EIR.

SCHEDULE. Overall schedule for
the preparation of an Initial
Study ND/MND and a focused
EIR is approximately 6.5 and 11
months, respectively.

COST ESTIMATE.

Initial Study ND/MND: $87,756.60
Focused EIR: $125,884.36

EXECUTIVE

SUMMARY
TEAM. Sertior, the prime consultant, is a
woman-owned, environmental consulting
small-business firm specialized in assisting
clients with project planning, permitting,
and construction monitoring.

Sertior proposed team has extensive local
experience and can offer the City of
Sonoma a range of benefits, including
specialized expertise, personalized service,
cost-effectiveness, and a proven track
record of success.

Our technical team includes Painter
Preservation for historical resources
analysis, ARS for archaeological resources
and tribal cultural resources analyses,
Environmental Collaborative for biological
resources analysis, and Fehr & Peers for
transportation analysis.

MANAGEMENT APPROACH AND COST
CONTROL. Our collaborative management
approach ensures effective coordination
and integration of the City’s direction and
team’s work products to achieve desired
outcomes. We maintain a robust QA/QC
approach to ensure that all technical
documents are accurate, complete, and
meet all established standards and
requirements. Through our budgeting and
cost control method, we are able to create
precise budgets, allocate resources
efficiently, and maintain cost control
throughout the entire project life cycle.
1 Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
2 Sertior Qualifications and Experience
__________
Committed to a proactive approach to
environmental planning, Sertior
combines an expertise of applied
science, project and program
management, regulatory insight, public
outreach, and agency coordination.

Our goal is to contribute to the
efficient planning of sustainable
development and maintain the balance
between ecological, social, and
economic values.

Sertior is a woman-owned,
environmental consulting firm that
delivers strategic advisory services and technical expertise to assist clients with planning, permitting, and constructing their projects in diverse sectors, such as, residential, infill, infrastructure, renewable energy, and aviation. Based in San Francisco, California, Sertior is certified with the State of California as a small business and with the City and County of San Francisco as a small local business enterprise.

We provide environmental planning services from the initial feasibility analysis and risk assessment of development projects, through the environmental impact analysis and compliance with relevant regulations and policies, to the project implementation and monitoring of identified mitigation measures.

Our team advises on the environmental review approach and identifies constraints relevant to the review and permitting process. We work with project engineers to modify and refine elements of projects, where feasible, to reduce potential for challenging permitting processes.

Sertior has a proven track record preparing reviews in compliance with CEQA. We have managed complex documents for projects throughout the San Francisco Bay Area, leading large teams of technical specialists and planners.

We specialize in preparing high-quality, client-responsive, and legally adequate environmental review compliance documents. Our services extend across the full lifecycle of the environmental review process, from early notification, consultation, and scoping, through public hearings, review of public comments, and preparation of the administrative record for the project. We work collaboratively with public agency clients to develop the scope and strategy for environmental studies and reviews, identify key technical subconsultants for completion of technical studies and analyses, and proactively manage the timely completion of reports, keeping projects on schedule and budget.

Sertior can support programs and projects from
inception to successful delivery, providing:
 Risk Assessment and Project Screening
 Environmental Impact Analysis
 Public Engagement
 Project Oversight and Management
 Environmental Monitoring and Compliance
2 Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
3 Relevant Experience
Below are three projects on which Sertior has been recently serving as project manager and CEQA lead.

Project Objective
The Addendum to the 2013 certified EIR, for
the development of 315-unit multi-family
apartments on approximately 22.27-acre site,
was prepared pursuant to Section 15164,
which requires the lead agency to prepare an
addendum to a previously certified EIR if some
changes are necessary, but do not require the
preparation of a subsequent or supplemental
EIR.

Project Description
The project proposing the
development of 315-unit multi-family
apartments was resumed after the
City of Lafayette voters rejected an
alternative development of the site
with 44 single-family homes.

Sertior Role. Tasked by the City, with the preparation of an addendum to the EIR prepared in 2013, Sertior assisted in defining the needed technical studies to update the EIR analysis and to address specific concerns of the community. This included an analysis of potential wildfire impacts and the development of a worse-case evacuation scenario during a major emergency event. We also assisted in overseeing the preparation of a transportation analysis by another consultant. During the public hearings, Sertior presented the CEQA analysis and findings and assisted the City of Lafayette in addressing questions from the public.

Project Outcome
The addendum was discussed during five public hearings held in 2020. This included a joint hearing of the Planning Commission and Transportation and Circulation Commission, two hearings of the Planning Commission, and two City-Council hearings. The City Council held its second public hearing on the project on August 24, 2020. After nearly nine hours of presentations, public comments, and deliberations, the City Council found the CEQA document adequate and approved the project. In September 2020, a citizens group, sued the City in Contra Costa County Superior Court. At both the trial court and appellate court level, the adequacy of the CEQA analysis was upheld (as was the approval of the project under the Housing Accountability Act). In March 2023, the California Supreme Court denied review and the appellate decision is now final.

Addendum to The Terraces of Lafayette Environmental Impact Report Lead Agency: City of Lafayette
Contracting Agency: City of Lafayette
Contracting Agency Project Manager and Contact:

Greg Wolff
Phone: (925) 299-3204
E-mail: [email protected]
Sertior Contract Amount: $39,600
Timeline: March 2019 – August 2020
Sertior Project Manager: Rima Ghannam
415-937-8702
[email protected]
Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
4 Project Objective
The Updated Facilities Master Plan (FMP) is
intended to provide a framework for the
development of the main campus and 10
instructional centers of the City College of San
Francisco (CCSF). It is a long-range plan that
sets a unified direction for the next 10 years.

Project Description
The Updated FMP framework
encompasses modernized and efficient
space use through demolition or
decommission of certain aging
facilities, renovation of other existing
facilities, and construction of new facilities.

The EIR analysis identified significant impacts associated with historical resources and transportation.

The historical resources evaluation prepared as part of the environmental review identified two historical districts within the Main Campus. Impact analysis identified significant impacts associated with the demolition of two historical facilities. The analysis determined that even with implementation of the identified mitigation measures, such as recordation and permanent interpretive display, project-specific impacts on historical resources would be significant and unavoidable.

Transportation analysis found that the FMP would result in adverse impacts related to transit delay.

Identified mitigation measure to reduce this impact included a performance standard that requires implementation of a travel demand management (TDM) plan as soon as student enrollment levels reach the baseline enrollment levels analyzed in the EIR. However, the EIR determined that even with implementation of the mitigation measure, the project-related impacts associated with transit delay would remain significant and unavoidable.

Sertior Role. Sertior served as the CEQA lead, managed the day-to-day project operations, provided oversight and review of the technical reports, and assisted CCSF during public hearings.

Project Outcome
The project was certified in June 2021.

Contracting Agency: San Francisco City College
Contracting Agency Project Manager and Contact:

Joyce Oishi
Phone: (415) 306-6585
E-mail: [email protected]
Sertior Contract Amount: $118,080
Timeline: August 2019 – June 2021
Sertior Project Manager: Rima Ghannam
415-937-8702
[email protected]
Updated Facilities Master Plan – Environmental Impact Report Lead Agency: City College of San Francisco
Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
5 Project Objective
The project would provide additional
housing, provide improved recreational
access to the Helen Putnam Regional Park,
and permanently preserve sensitive
biological and geological areas of the site as
protected open space.

Project Description
The revised EIR analyzed a reduced
residential development at the project site
from what was analyzed in the 2013 Draft EIR
(93-lot residential project) and in the 2017
Draft EIR (66/63-lot residential project). The
project residential component would develop
approximately 25 percent of the project site
(15 acres) with 28 single-family residences,
streets, and common open space. The remaining portion of the site would be developed as a park area to extend the existing Helen Putnam Regional Park. The revised EIR also provided an assessment of potential environmental impacts of the off-site Helen Putnam Regional Park Trail project, which was proposed by Sonoma County Regional Parks.

The revised EIR analysis determined that the project would result in significant unavoidable impacts associated with traffic and the increase in vehicle miles traveled. Other impacts, such as those related to aesthetics, air quality, biological resources, cultural resources, geology and soils, hydrology and water quality, noise, utilities and service systems, and wildfire, were determined to be reduced to a less-thansignificant level with the implementation of mitigation measures.

Sertior Role. Sertior served as the CEQA lead, provided oversight and review of the technical reports, and coordinated the environmental review process with the City of Petaluma.

Project Outcome
On February 27, 2023, the City Council voted unanimously to certify the EIR.

Scott Ranch Project – Revised Environmental Impact Report Lead Agency: City College of San Francisco
Contracting Agency: City of Petaluma
Contracting Agency Project Manager and Contact:

Olivia Ervin
Phone: (707) 778-4556
E-mail: [email protected]
Sertior Contract Amount: $77,400
Timeline: April 2019 – February 2023
Sertior Project Manager: Rima Ghannam
415-937-8702
[email protected]
Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
6 Organization and Approach
__________
Team Organization
Sertior will be the contract manager and will coordinate the day-to-day project activities. We will also serve as the CEQA lead responsible for overseeing the full spectrum of the environmental review process. Sertior role will entail working closely with the City and the project team, providing oversight and coordinating the technical analysis, preparing the CEQA document, and assisting the City of Sonoma with the public outreach process.

For the technical analysis, we have assembled a team of technical experts that is best suited to meet the project's specific requirements and timeline. As demonstrated under Roles of Key Individuals below and in the attached resumes, our proposed technical specialists are each expert in their field with numerous years of experience, knowledge of relevant regulations, and familiarity with the project area.

Painter Preservation, will be responsible for historical resources analysis, Archaeological Resource Service (ARS) will be responsible for archaeological resources and tribal cultural resources analyses, Environmental Collaborative will be responsible for biological resources analysis, and Fehr & Peers will be responsible for transportation analysis.

As presented below, our project team members from Painter Preservation, Environmental Collaborative, and ARS are the founders of their small businesses and have been practicing their respective technical expertise in the project area for at least 35 years. By carefully assembling a team of technical experts with extensive experience, we can offer our clients a range of benefits, including specialized expertise, personalized service, cost-effectiveness, and a proven track record of success. - EXPERTISE: Our selected team have deep understanding and knowledge in their specific area of expertise and have prepared technical analysis for numerous projects within Sonoma County. - AGILITY: Our team focuses on a personalized and responsive service and has the ability to adapt to changing circumstances. This agility enables us to deal with unforeseen project conditions efficiently and effectively.
- COST-EFFECTIVENESS: We offer services at a lower cost than larger consulting firms due to lower overhead and operating expenses.
- TRACK RECORD: With many years of experience, our team has a proven track record of success in their field, which can provide the City with greater confidence when engaging our services.

For the transportation topic, in the event the City decides to review the existing Traffic Impact Study prepared for the project, we have selected Fehr & Peers for their extensive and unique experience in peer reviewing SB 743/CEQA VMT analyses for projects throughout California and Sonoma County in particular. Fehr & Peers have reviewed dozens of studies for residential projects throughout the State, including several reviews of the methodology used in the Traffic Impact Stydy for the Montaldo Apartments Project. In addition, as a statewide experts in VMT analysis, Fehr & Peers have developed the State’s guidance on VMT analysis and mitigation as part of their work with the Governor’s Office of Planning and Research. Their knowledge of the analysis methodology used in the current study combined with their VMT expertise is critical in verifying the analysis assumptions of the project. 3 Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
7 PAINTER PRESERVATION
Painter Preservation is a small, womanowned architectural history and historic preservation firm founded by architectural
historian, preservation planner, and urban
designer Diana Painter. With offices in
Spokane, Washington and Sonoma,
California, Painter Preservation works
throughout the west coast, offering the full
range of historic preservation services to
public and private clients. Diana Painter's
qualifications exceed the Secretary of
Interior's Standards in architectural history,
as established by the National Park Service
(36 CFR Part 61). She brings 35 years of
professional experience in architectural
research, architectural design, urban
planning, and project management to her
clients, ensuring that their projects are well
conceived, thoroughly executed, and achieve
their goals.

FEHR & PEERS
Fehr & Peers have completed numerous
environmental documents in Sonoma County
and throughout the North Bay since the firm’s
founding in 1985, and in 2022 the firm opened
an office in Petaluma to better serve the North
Bay community. In addition to their extensive
work on SB 743-compliant CEQA analyses for
projects throughout the Wine Country, Fehr &
Peers brings unique experience in peer
reviewing SB 743/CEQA VMT analyses for
projects. Fehr & Peers have reviewed dozens
of studies for residential projects throughout
the State, including several reviews of the
methodology used in the Traffic Impact Study
for the Montaldo apartments Project.

ENVIRONMENTAL COLLABORATIVE
Environmental Collaborative specializes in
conducting biological assessments as part of
planning efforts and environmental review.

Established by James Martin in 1983 and
based in Walnut Creek, assessments
performed by the firm include general
vegetation and wildlife surveys, detailed
surveys for special-status species, wetland
delineations, and restoration plans for sites
throughout northern California. The firm has
been involved in conducting biological
assessments for a wide range of planning
documents and development applications,
from county general plans and master plans
for new communities, specific plans and area
plans, open space management plans and
park master plans, to individual development
plans for residential, commercial, and
industrial projects.

ARCHAEOLOGICAL RESOURCE SERVICE
Archaeological Resource Service(ARS), based in
Rohnert Park, California, has been conducting
cultural resource evaluations under the
present management of Katherine S. Flynn and
William G. Roop since October 1974. The firm
has completed over 5000 consultations in the
State of California. These projects have
included all aspects of cultural resource
management.

The ARS library, centered around the greater
San Francisco Bay Area, contains numerous
documents pertaining to soils, hydrology,
geology, geomorphology, and natural history,
as well as historic topographic and geodetic
survey maps, which can be utilized in order to
understand the distribution and function of
cultural resources in their environmental
context.

Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
8 Management Approach
Our approach to managing environmental reviews places a strong emphasis on teamwork, communication, and coordination. We believe these elements are essential to achieving successful outcomes.

Our management approach is based on a high degree of collaboration and communication with the lead agency and stakeholders. At the project initiation phase, our project manager will work closely with the City to review the scope of services and refine any needed details. At this phase, we will also confirm project milestones and communication protocols.

To facilitate effective communication and collaboration among our team and with the City, our designated project manager will schedule regular internal meetings and routine check-in meetings with the City. Meetings discussions will be documented and monitored through progress reports to make adjustments, as necessary, to ensure that the project stays on track, and that any issues or conflicts are addressed in a timely and effective manner. We will use collaborative tools and technology such as shared online platforms, document management systems, and project management software.

Based on a clear understanding of the overall project goals and objectives, the project manager will ensure that each technical expert understands their role and responsibilities within the project and that their work products are coordinated and integrated with the work of others.

Overall, our collaborative management approach can help to ensure that the City’s direction and work products from the team members are coordinated and integrated to achieve the desired outcomes.

With our initial contract engagement, we commit to maintaining our designated principal planner and project manager available throughout the project timeline to appropriately address the City’s needs for environmental consultant services.

QA/QC Approach. To ensure that all the project documents are adequately reviewed, our QA/QC approach will include the following:

REVIEW CHECKLIST: We will develop a review checklist to ensure all aspects of the technical document are reviewed thoroughly. This checklist will include items such as technical accuracy, compliance with standards, formatting, and completeness.

PEER REVIEW: We will review technical document against the established standards and the review checklist. The review may be conducted by one or more reviewers with expertise in the subject matter of the document.

FINAL REVIEW: We will conduct a final review to ensure that all identified errors have been corrected and that the document meets all established standards and requirements.

Overall, the QA/QC approach ensures that technical documents are accurate, complete, and meet all established standards and requirements.

Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
9 Roles of Key Individuals
As noted above, our selected team bring a wealth of experience and expertise, including our project manager/CEQA lead and the technical specialists for the most significant resource topics relevant to the Montaldo Apartments Project. We present below a brief bio-scketch for each of our key individuals.

Detailed resumes are provided in Appendix A.

Rima Ghannam will serve as the project manager and CEQA lead. She brings more than 20 years of experience managing and preparing CEQA documents for residential development. She has led large teams of technical experts and acted as liaison between environmental and engineering teams to ensure clear communication and to foresee and resolve potential project issues. Ms. Ghannam has demonstrated the ability to work effectively and drive projects to successful completion.

Rima Ghannam, Project Manager and CEQA Lead
Diana Painter will be the project historical architect. She has 40 years of professional experience in historic preservation and urban design, including eighteen years as her firm’s Principal Architectural Historian. She meets the Secretary of Interior’s Professional Qualification Standards in the area of architectural history. In addition to these experiences, Diana's training includes a Ph.D. in Architecture, a Master's Degree in Urban Planning, a Certificate in Urban Design, and a BA in Interdisciplinary Design.

Diana Painter, Historical Architect
Olivia Ervin
Principal Environmental Planner
City of Petaluma
(707)-778-4556
[email protected]
Robert Hodil
City Attorney
City of Lafayette
(415) 772-5738
[email protected]
Joyce Oishi
Senior Project Manager
City College of San Francisco
(415) 306-6585
[email protected]
Pam Xander
NW Director
ESA
(206) 734-1800
[email protected]
Patricia Cullinan
President
Sonoma Valley Historical Society
(805) 801-6625
[email protected]
Lisa Newman
President
Newman Planning Associates
(415) 492-0300
[email protected]
Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
10 Ian Barnes will serve as the traffic engineer. He has over a decade of experience in transportation planning/engineering. He is an award-winning Senior Associate in Fehr & Peers’s Petaluma office. He also serves as a firmwide leader on VMT analysis and mitigation for CEQA purposes. Ian is a member of the San Francisco Bay Area Section of the Institute of Transportation Engineers and a founding officer of the San Francisco Bay Area chapter of the Young Professionals in Transportation professional society.

Ian Barnes, PE, Traffic Engineer
James Martin will be the project biologist. He has been involved in the preparation of over 400 environmental assessments, biological resource sections for CEQA, and related documentation. Specific experience has varied from conducting and reviewing special-status taxa surveys, preparation of biotic resource assessments for new communities and county general plans, to securing agency approval for wetlands mitigation plans, habitat management, and conservation plans for special-status taxa.

James Martin, Biologist
Bill Roop will serve as the project archaeologist. Bill’s 40 years of experience has included completion of over 2,000 reports evaluating the potential impacts to cultural resources. Since 1972 he has been engaged in the practice of cultural resource management and has been instrumental in the development of field and laboratory procedures to comply with the CEQA/NEPA requirements.

Bill Roop, Archaelogist and Tribal Cultural Resources Specialist Chris Barney
Director of Planning
SCTA
(707) 565-5375
[email protected]
Olivia Ervin
Principal Environmental Planner
City of Petaluma
(707)-778-4556
[email protected]
Smadar Boardman
Traffic Engineer
City of Walnut Creek
(925) 943-5899 x2223
[email protected]
Olivia Ervin
Principal Environmental Planner
City of Petaluma
(707)-778-4556
[email protected]
Nik Dehejia
Chief Executive Officer
Oakland Zoo
(510) 632.9525 x138
[email protected]
Bob Berman
Project Manager
Nichols-Berman
(707) 745-5845
[email protected]
Dr. Glenda Humiston
Vice President
UC Berkeley
(510) 987-0716
[email protected]
Dr. Michael J. Moratto, RPA
Archaeology and Historic
Preservation
503 638-1882
Keith and Brenda
Christopherson
Christopherson Builders
(707) 484-6558
Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
11 Scope of Services
__________

PROJECT UNDERSTANDING
The applicant proposes to combine the two parcels located at 19320 Sonoma Highway into a 2.15-acre lot, demolish the existing single-family residential structure, and develop the Montaldo Apartments Project consisting of seven multifamily residential buildings containing 50 apartment units. On August 12, 2022, the City of Sonoma deemed the project submittal to be complete but subject to an environmental review pursuant to CEQA.

The project site is designated as “Housing Opportunity” in the Housing Element of the General Plan with 15 to 25 dwelling unit per acre. The maximum allowed density per the General Plan at the site would be

54.5 units. The site is designated as C-Commercial in the specific planning area of the West Napa/Sonoma Highway Corridor. Residential uses are permitted in the Commercial zoning district with approval of a Use Permit.

The front of the property is occupied by the single-family residential structure and a large valley oak. The remaining portion of the site is undeveloped. Commercial uses surround the site from the north and west. Residential uses are located to the east and south of the project site.

In addition to the valley oak located at the front of the property, the project proposes the preservation of other large oak trees located within the undeveloped portion of the site. The proposed project would include a total of 70 parking spaces for residents. Additional 24 parking spaces would be provided for guest parking.

Three options to connect to the sanitary sewer system are currently proposed. The first option would connect to an existing 8-inch sewer line within an existing easement to the east, the second option would connect to the existing (deep) sewer line within Sonoma Highway, and the third option would connect to a new easement within the parking lot of the adjacent commercial property to the north. The project would provide 23,218 square feet of total private and common open space, thereby exceeding the combined open space requirement of 15,000 square feet.

A Historic Resource Evaluation (HRE) prepared for the project on July 31, 2021, concluded that the single-family residential structure (built in 1939) is individually elligible for listing on the Carlifornia Register for Historical Resources (CRHR) under Criterion 3 for its association with Ranch architecture with Spanish Colonial Revival design elements.

A Traffic Impact Study prepared on September 12, 2022, concluded that project impacts related to vehicle miles traveled (VMT) and safety would not be significant.

A Biological Technical Memorandum prepared on June 9, 2021, concluded that the project site has no sensitive habitats other than existing oak trees. The study reported no wetlands or other waters of the U.S. Additional surveys were recommended for three special-status species that the study determined have the potential to occur at the site. The study also recommended pre-construction surveys for nesting birds.
4 Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
12 A Tree Inventory Report prepared on August 21, 2021, evaluated a total of 89 trees located at the project site and concluded that 49 of those trees would require removal to accommodate the proposed project. Identified native trees included coast live oak, black oak, and valley oak. Non-native trees included glossy privet, grecian laurel, flowering pear, fig, Chinese pistache, Japanese loquat, xylosma, plum, and edible pear.

Other studies prepared for the proposed project included a Geological and Geotechnical Engineering Assessment.

CEQA APPROACH
Our proposed CEQA approach aligns with the requirements outlined in the RFP and involves a step-bystep process to help the City of Sonoma determine and execute the most appropriate CEQA path. The first two steps, outlined below, are designed to identify the appropriate level of CEQA analysis required for the proposed project, as well as to conduct the necessary preliminary analysis for preparing an ND/MND or an EIR, as later determined. The services covered by this scope involve review of the background documents to identify any data deficiencies that must be addressed in the CEQA analysis and the peer review of the HRE. Also in the preliminary planning phase, we are proposing an alternatives analysis that evaluates other project scenarios and examines appropriate CEQA paths for these scenarios. As optional tasks, we are providing the peer review of the Traffic Impact Analysis, as well as the survey of special-status plants identified in the Biological Technical Memorandum.

In the event that an EIR is determined to be the adequate CEQA path under Step 1 and Step 2 below, this scope assumes the preparation of a focused EIR under Step 3b to address potential impacts on historical resources. The remaining resource topics are assumed to be reviewed at the Initial Study level. Based on the findings of the peer review and analysis under Step 1 and 2, Sertior will provide a scope amendment in the event that other resource topics required analysis in the EIR.

Review of background information
HRE Peer Review
Define additional analysis, as needed
Alternatives Analysis
Prepare a Negative
Declaration (ND), Mitigated
Negative Declaration
(MND)
Prepare a focused
Environmental Impact
Report (EIR)
Prepare an Initial Study
Assist in confirming the CEQA path
Step 2
CEQA Path 1 CEQA Path 2
Step 3
Step 1
Agenda Item #7.4:

19320 Sonoma Highway Montaldo Apartments Project
CEQA Compliance
13 SCOPE OF SERVICES AND DELIVERABLES
Our scope of services presented below reflects our proposed approach and is organized in three steps with the first step focused on refining the scope of services during the kickoff process, reviewing the background information, reviewing the HRE, and preparing an alternatives analysis that evaluates the potential impacts and appropriate level of CEQA analysis for each alternative. Optional reviews of the Traffic Impact Analysis and the survey of special-status plants are also presented under Step 1.

Description of our proposed project management throughout the environmental review process is presented under Step 1. However, estimated project management fee is included under Step 3 as it varies between Step 3a (ND/MND) and Step 3b (EIR). Step 2 is focused on preparing the Initial Study and confirming the CEQA path. In addition to supporting the determination of the level of CEQA review, the analysis prepared during those two steps would either serve in the Step 3a (Initial Study ND/MND), or will be part of the Notice of Preparation of the focused EIR (Step 3b).

STEP 1 – Preliminary CEQA Analysis
Task 1: Project Management
Subtask 1a: Project Initiation. We will coordinate with the City of Sonoma the approach for the CEQA environmental review and will attend an in-person or video-conference kick-off meeting to solidify the understanding of the project’s components and of major issues related to the environmental review.

The purpose of the kick-off meeting also will be to review roles and responsibilities; discuss protocols for communications, site visits, and access; and agree on key milestones for the project schedule.

Following the kick-off meeting, we will provide the City with a refined scope of work describing the tasks to be performed, deliverables, and schedule.

Subtask 1b: Ongoing Coordination and Project Management. We will attend bi-weekly project team meetings with the City of Sonoma, in addition to the kick-off meeting described above. This scope assumes up to 6 months of project-management support for the preparation of an Initial Study ND/MND and 12 months for the preparation of an EIR. Meeting notes will summarize key decisions and action items. The agenda of each meeting will be set by the CEQA Project Manager in coordination with the City of Sonoma and will generally entail discussions of project schedule and progress, direction and scope of the technical work, key issues to be resolved, and proposed solutions to those issues. We will also maintain an action items list for the team.

Task 1 Deliverables:
 Attendance of the kick-off meeting
 Refined scope of work, milestones, and schedule
 Bi-weekly meeting agendas and minutes
 Attendance of bi-weekly meetings
 Monthly invoices with updated project schedule of key milestones Task 2: Background Review and Peer Review
Subtask 2a: Background Review. Our team will conduct a site reconnaissance to document the existing site conditions and verify available background information. We will review the details of the proposed Agenda Item #7.4: